0001627282-25-000028 | 10-K | XBRL Viewer

Commitments and Contingencies (Details) $ in Millions	12 Months Ended
Commitments and Contingencies (Details) $ in Millions	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
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	$ 2.9	$ 5.0

Cover - USD ($) $ in Millions	12 Months Ended
Cover - USD ($) $ in Millions	Dec. 31, 2024	Mar. 27, 2025	Jun. 30, 2024
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Dec. 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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction	false
Entity Shell Company	false
Entity Public Float			$ 9.2
Entity Central Index Key	0001627282
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		15,895,959
Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,416,414

Prepaid and Other Assets

12 Months Ended

Dec. 31, 2024

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

Prepaid and Other Assets

Note 5 – Prepaid and Other Assets

Prepaid and Other Assets of the Company

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


	December 31, 2024		December 31, 2023
Pursuit costs (1)	$	1,335	$	1,081
Prepaid expenses	800		981
Accounts receivable, net	413		205
Deposits	63		63





Other assets	890		451
Total prepaid and other assets	$	3,501	$	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 December 31, 2024 and 2023 (in thousands):


	December 31, 2024		December 31, 2023
Prepaid expenses	$	114	$	1,735
Deferred franchise fees, net	62		278
Deposits	57		669
Inventory	51		142
Derivative assets	—		1,216
Pursuit costs (1)	—		1,102
Intangibles, net	—		184

Other assets (2)	—		6,339
Total prepaid and other assets	$	284	$	11,665

__________________________________

(1) Pursuit costs represent expenses incurred related to new fund formation and potential hospitality asset acquisitions, 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 consolidated fund. Management 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 offering.

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 14 – 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 December 31, 2024 the Company’s real estate loan had a carrying value of $15.9 million and a fair value of $12.6 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 December 31, 2024 and 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).


	December 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		1,023		1,050		1,050
Tucson East, LLC (1)	—		—		11,901		11,067
West Frontier, LLC	4,796		3,701		4,636		3,795

______________________________

(1) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds, and Caliber Fixed Income Fund III.

- 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.

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+ Details

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 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).


	December 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		1,023		1,050		1,050
Tucson East, LLC (1)	—		—		11,901		11,067
West Frontier, LLC	4,796		3,701		4,636		3,795

______________________________

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12 – 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 nor has it 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 December 31, 2024 and 2023, the Company estimated the 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 December 31, 2024 and 2023, the Company estimated the fair value of CTAF II was less than the 6% IRR for the investor members. Commitments and Contingencies of the Consolidated Funds Franchise Agreements and Advance Key Money The consolidated funds consolidated during the years ended December 31, 2024 and 2023, are parties to franchise agreements where the fund is required to pay monthly fees, generally consisting of royalty, program, and food and beverage fees. At December 31, 2024, the consolidated hospitality fund is a party to a franchise agreement that expires in November 2026. The consolidated funds recognized total franchise fees of $2.9 million and $5.0 million for the years ended December 31, 2024 and 2023, respectively.

Supplemental Cash Flow Disclosures (Tables)

12 Months Ended

Dec. 31, 2024

Supplemental Cash Flow Information [Abstract]

Schedule of Cash Flow, Supplemental Disclosures

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


	Years Ended December 31,
	2024		2023
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, none of which was capitalized for the years ended December 31, 2024 and 2023, respectively	$	5,277	$	4,875
Supplemental Disclosure of Cash Flow Information of Consolidated Funds
Cash paid for interest, net of capitalized interest of $3 and $33 for the years ended December 31, 2024 and 2023, respectively	6,190		14,731


	Years Ended December 31,
	2024	2023
Supplemental Disclosures of Non-Cash Investing and Financing Activities




Decrease in notes receivable - related party due to return of capital from investments	500	—
Decrease in notes receivable - related party due the payment of accounts payable	107	—
Increase in notes receivable - related party due to deconsolidation of VIEs	7,531	—
Decrease in due from related party due to non-cash investment rollover	200	—
Increase in accounts receivable - related party due to deconsolidation of VIEs	3,752	—
Accounts receivable - related party eliminated in consolidation of VIEs	—	1,853
Increase in investments in unconsolidated entities due to deconsolidation of VIEs	15,710	—
Assumption of note payable	—	16,457
Corporate note rollover	1,948	—
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	2	242
Cost of real estate investments included in due to related parties	1	—
Investments in unconsolidated entities included in due to related parties	66	—
Investments in unconsolidated entities included in accrued expenses	41	1,339

Issuance of common stock in lieu of cash payment for accounts payable	194	—




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


Note receivable eliminated in consolidation	—	2,946
Increase in notes receivable - related party due to transfer of pursuit costs	1,151	—
Decrease in notes receivable - related party due to return of capital from investments	1,300	—
Decrease in notes receivable related party due to payment of accounts payable	263	—
Contributions from noncontrolling interest in connection with settlement of notes - related parties	—	1,831
Increase in notes receivable - related party due to deconsolidation of VIEs	22,746	—
Increase in notes payable - related party due to deconsolidation of VIEs	2,047	—
Conversion of line of credit to term loan	4,500	—
Cost of real estate investments included in accounts payable	40	382
Cost of real estate investments included in due to related parties	—	10
Contributions from noncontrolling interests in connection with settlement of notes payable - related party	2,531	—
Establishment of operating right-of-use assets or increase from lease modifications	—	1,516

Establishment of operating lease liabilities or increase from lease modifications	—	1,516

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


	Years Ended December 31,
	2024	2023
Other liabilities	—	2,158
Noncontrolling interests	—	33,732
Deconsolidation of VIEs
Real estate investments, net	137,571	85,239
Accounts receivable, net	3,071	4,973
Notes receivable - related parties	54,496	—
Operating lease - right of use assets	10,324	8,775
Prepaid and other assets	9,579	1,658
Due from related parties	20	2
Due to related parties	1,049	1,218
Notes payable, net	98,639	74,643
Notes payable - related parties	12,055	6,882
Accounts payable and accrued expenses	11,338	7,139
Operating lease liabilities	13,957	12,441
Other liabilities	1,293	1,980

Noncontrolling interests	29,041	23,777

Prepaid and Other Assets (Tables)

12 Months Ended

Dec. 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 December 31, 2024 and 2023 (in thousands):


	December 31, 2024		December 31, 2023
Pursuit costs (1)	$	1,335	$	1,081
Prepaid expenses	800		981
Accounts receivable, net	413		205
Deposits	63		63





Other assets	890		451
Total prepaid and other assets	$	3,501	$	2,781

__________________________________

Prepaid and Other Assets of the Consolidated Funds

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


	December 31, 2024		December 31, 2023
Prepaid expenses	$	114	$	1,735
Deferred franchise fees, net	62		278
Deposits	57		669
Inventory	51		142
Derivative assets	—		1,216
Pursuit costs (1)	—		1,102
Intangibles, net	—		184

Other assets (2)	—		6,339
Total prepaid and other assets	$	284	$	11,665

__________________________________

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Operating Lease, Lease Income

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


	Year Ended December 31,
	2024		2023
Fixed	$	1,859	$	1,568
Variable	211		6
Total	$	2,070	$	1,574

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


	Years Ended December 31,
	2024		2023
Fixed	$	870	$	3,520
Variable	558		525
Total	$	1,428	$	4,045

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


Year	Amount
2025	$	1,627
2026	1,574
2027	950
2028	363
2029	256
Thereafter	1,113
Total	$	5,883

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


Year	Amount
2025	$	257
2026	—
2027	—
2028	—
2029	—
Thereafter	—
Total	$	257

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net loss attributable to CaliberCos Inc.	$ (19,777)	$ (12,703)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (a)
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 7
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2024

Schedule of Related Party Transactions

The table below shows the total revenues earned for providing services under the Platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the years ended December 31, 2024 and 2023.


	Years Ended December 31,
	2024		2023

Fund management fees	9,219		5,485
Financing fees	396		221
Development and construction fees	6,420		4,025
Brokerage fees	844		840
Total asset management	16,879		10,571
Performance allocations	358		3,639
Total related party Platform revenue	$	17,237	$	14,210

Schedule of Notes Receivable

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


Notes Receivable - Related Parties	December 31, 2024		December 31, 2023		Interest Rate (1)	Maturity Date (1)
Caliber Hospitality LP (2)	$	—	$	—	12.00%	September 2025
Olathe Behavioral Health	—		25		12.00%	May 2025
DFW Behavioral Health LLC	22		25		14.00%	May 2025
Blue Spruce Ridge MezzCo, LLC	13		—		12.00%	December 2026
West Ridge MezzCo, LLC	70		—		12.00%	December 2026
Total Notes Receivable - Related Parties	$	105	$	50

__________________________________

(1) As of December 31, 2024.

(2) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and Caliber Hospitality Trust, which included activity from six hospitality funds, Elliot, and Caliber Fixed Income Fund III. This note is included in the table above despite having a $0 balance at both of the years ended December 31, 2024 and 2023, as Caliber Hospitality LP has the ability to borrow on this note up to a maximum of $12.0 million up until it matures.

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


Notes Receivable - Related Parties	December 31, 2024		December 31, 2023		Interest Rate(1)	Maturity Date(1)
SF Alaska, LP	$	—	$	14,976	12.00%	May 2025
The Ketch, LLC	—		7,198		12.00%	May 2026
Circle Lofts, LLC	—		1,797		12.00%	May 2026

Elliot & 51st Street, LLC (2)	1,198		—		12.00%	April 2026
J-25 Development Group, LLC	—		4,804		12.00%	May 2026
Caliber Diversified Opportunity Fund II, LP	—		109		12.00%	September 2025
Ridge II, LLC	—		846		12.00%	December 2024
Ironwood, LLC	—		2,703		13.00%	September 2025

Southridge, LLC	—		2,187		13.00%	July 2025

Caliber Hospitality, LP (2)	5,650		—		12.00%	September 2026


Total Notes Receivable - Related Parties	$	6,848	$	34,620

__________________________________

(1) As of December 31, 2024.

(2) During the year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds, Elliot, and Caliber Fixed Income Fund III.

Schedule of Notes Payable

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


Notes Payable	December 31, 2024		December 31, 2023		Interest Rate (1)	Maturity Date (1)
Corporate notes	$	31,763	$	36,442	11.40%	April 2023 - December 2027
Convertible corporate notes	1,050		1,324		8.25%	April 2024 - May 2025
Real estate and other loans	18,109		16,252		4.30% - 112.01%	December 2024 - November 2029
Total notes payable	50,922		54,018
Deferred financing costs, net	(243)		(219)
Discount on corporate note	(229)		—
Total notes payable, net	$	50,450	$	53,799

__________________________________

(1) As of December 31, 2024.

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


Notes Payable	December 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)	—		(3)	11,000		N/A	N/A
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	17,962			18,418		7.06%	August 2027
Hilton Tucson East	—		(3)	11,901		N/A	N/A
DT Mesa Holdco II, LLC	—		(3)	3,000		N/A	N/A
Southpointe Fundco, LLC	1,050			1,050		11.99%	March 2025
West Frontier Holdco, LLC	4,777			4,636		6.35%	February 2038
Total Real Estate Loans	23,789			120,825
Revolving line of credit	—		(3)	4,500		N/A	N/A

Member notes	5,600			5,600		10.00%	June 2025
Economic injury disaster and other loans	19			475		7.96%	September 2025
Total notes payable	29,408			131,400
Deferred financing costs, net	(236)			(1,716)
Total notes payable, net	$	29,172		$	129,684

__________________________________

(1) As of December 31, 2024.

(2) During the year ended December 31, 2024, the hotel ceased operations as the Company is converting the property into a multi-family residential assets.

(3) During the year ended December 31, 2024, the Company deconsolidated CFIF III, Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds, Elliot, which included activity from the Four Points by Sheraton Hotel, and DT Mesa.

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


Notes Payable - Related Parties	December 31, 2024		December 31, 2023		Interest Rate(1)	Maturity Date(1)
Caliber Tax Advantaged Opportunity Zone Fund, LP	$	—	$	8,012	N/A	N/A
Caliber Tax Advantaged Opportunity Zone Fund II, LP	—		4,043		N/A	N/A
Caliber Fixed Income Fund III	2,047		—		13.00%	September 2025
Total Notes Payable - Related Parties	$	2,047	$	12,055

__________________________________

(1) As of December 31, 2024.

- 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://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

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

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-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 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 30
-Name Accounting Standards Codification
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-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

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

+ Details

Real Estate Investments - Narrative (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) acquisition property	Dec. 31, 2023 USD ($) property
VIE, primary beneficiary
Asset Acquisition [Line Items]
Number of real estate properties disposed \| property	0	1
Real estate investment property, at cost		$ 21,700
Gain on sales of investment	$ 0	4,976
Excluding consolidated VIE
Asset Acquisition [Line Items]
Number of assets acquisitions \| acquisition	0
Headquarters office building acquisition \| Excluding consolidated VIE
Asset Acquisition [Line Items]
Asset acquisition, purchase price		$ 19,500
Multi-family residential property acquisition \| VIE, primary beneficiary
Asset Acquisition [Line Items]
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		$ 6,600

Notes Payable - Summary of Principal Repayments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Excluding consolidated VIE
Debt Instrument [Line Items]
2025	$ 33,036
2026	404
2027	2,460
2028	330
2029	14,692
Thereafter	0
Total	50,922	$ 54,018
VIE, primary beneficiary
Debt Instrument [Line Items]
2025	7,189
2026	557
2027	17,046
2028	64
2029	69
Thereafter	4,483
Total	$ 29,408	$ 131,400

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Preferred Stock	12 Months Ended
Preferred Stock	Dec. 31, 2024
Equity [Abstract]
Preferred Stock	Preferred Stock In November 2024, the Company entered in to an offering agreement to issue up to $15.0 million, of Series A Convertible Preferred Stock (“Series A Preferred”) and warrants to purchase its Class A Common Stock (“Common Stock”), with a stated value of $20 per share and a 12% annual, non-cumulative dividend payable annually in cash or shares of common stock, at the Company’s discretion. The Series A Preferred is convertible anytime at the option of the stockholder, in four sequential tranches. Each tranche allows the stockholder to convert up to 25% of it’s initial investment, beginning at a conversion price $0.51 per share of Common Stock, and increasing in 50% increments for each successive tranche. Each tranche of Series A Preferred is is mandatorily convertible if the market price of Common Stock is 200% higher than any respective tranche’s conversion price for twenty of thirty consecutive Trading Days. As of the year ended December 31, 2024, the Company had issued 100,000 of its Series A Preferred shares.

Income Taxes - Effective Tax Rate Reconciliation (Details) - VIE, primary beneficiary	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Contingency [Line Items]
U.S. federal statutory tax rate	21.00%	21.00%
State taxes, net of federal benefit	3.70%	3.60%
Permanent differences, VIEs	(0.10%)	(0.80%)
Prior period return-to-provision adjustments	0.00%	1.90%
Nondeductible expenses	(0.50%)	(0.30%)
Change in valuation allowance	(22.10%)	(12.10%)
Effective income tax rate	0.00%	0.00%
Domestic Tax Authority
Income Tax Contingency [Line Items]
Income passed through to noncontrolling interest	(1.70%)	(11.30%)
State and Local Jurisdiction
Income Tax Contingency [Line Items]
Income passed through to noncontrolling interest	(0.30%)	(2.00%)

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Assets
Accounts receivable, net	$ 7,700
Assets	105,535	$ 299,432
Liabilities and Stockholders’ Equity
Total liabilities	94,282	233,414
Commitments and Contingencies (Note 12)
Paid-in capital	43,996	39,432
Accumulated deficit	(56,607)	(36,830)
Stockholders’ (deficit) equity attributable to CaliberCos Inc.	(12,589)	2,623
Stockholders’ equity attributable to noncontrolling interests	23,842	63,395
Total stockholders’ equity	11,253	66,018
Total liabilities and stockholders’ equity	105,535	299,432
Series A Preferred Stock
Liabilities and Stockholders’ Equity
Series A non-cumulative convertible preferred stock, $0.001 par value; 22,500,000 shares authorized, 100,000 and no shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively	0	0
Class A
Liabilities and Stockholders’ Equity
Common stock	15	14
Class B
Liabilities and Stockholders’ Equity
Common stock	7	7
Excluding consolidated VIE
Assets
Cash	1,766	940
Restricted cash	2,582	2,569
Real estate investments, net	21,572	21,492
Due from related parties, net of $4.0 million of allowance for doubtful accounts	7,070	9,759
Investments in unconsolidated entities	15,643	3,338
Operating lease - right of use assets	147	193
Prepaid and other assets	3,501	2,781
Accounts receivable, net	413	205
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	9,532	8,886
Other liabilities	750	420
Operating lease liabilities	93	119
Excluding consolidated VIE \| Nonrelated party
Liabilities and Stockholders’ Equity
Notes payable	50,450	53,799
Other liabilities	750	420
Excluding consolidated VIE \| Related party
Assets
Notes receivable - related parties	105	50
Liabilities and Stockholders’ Equity
Other liabilities	313	257
VIE, primary beneficiary
Assets
Cash	549	2,865
Restricted cash	0	11,266
Real estate investments, net	45,090	185,636
Due from related parties, net of $4.0 million of allowance for doubtful accounts	320	12
Operating lease - right of use assets	0	10,318
Prepaid and other assets	284	11,665
Accounts receivable, net	163	1,978
Notes receivable - related parties	6,848	34,620
Liabilities and Stockholders’ Equity
Accounts payable and accrued expenses	1,207	11,736
Other liabilities	639	2,400
Operating lease liabilities	0	13,957
VIE, primary beneficiary \| Nonrelated party
Liabilities and Stockholders’ Equity
Notes payable	29,172	129,684
Other liabilities	639	2,400
VIE, primary beneficiary \| Related party
Assets
Notes receivable - related parties	6,848	34,620
Liabilities and Stockholders’ Equity
Notes payable	2,047	12,055
Other liabilities	$ 79	$ 101

Segments - Schedule of Segment Reporting Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 20,900	$ 20,600
Total revenues	51,119	90,937
Payroll and payroll related costs	17,800	19,400
Total expenses	64,432	119,514
Other (loss) income, net	(3,093)	374
Interest income	360	350
Interest expense	(5,424)	(4,717)
Net loss before income taxes	(21,470)	(27,594)
Provision for income taxes	0	0
Net income (loss)	(21,470)	(27,594)
Net loss attributable to noncontrolling interests	(1,693)	(14,891)
Net loss attributable to CaliberCos Inc.	(19,777)	(12,703)
Reportable Segment
Segment Reporting Information [Line Items]
Revenue	20,942	20,638
Total revenues	20,942	20,638
Operating costs	7,136	2,387
Payroll and payroll related costs	17,768	19,421
General and administrative	6,817	6,807
Marketing and advertising	751	1,053
Depreciation and amortization	598	551
Consolidated funds – other expenses	0	0
Total expenses	33,070	30,219
Consolidated funds - gain on sale of real estate investments		0
Other income, net		649
Other (loss) income, net	(2,654)
Interest income	559	1,863
Interest expense	(5,424)	(4,716)
Net loss before income taxes	(19,647)	(11,785)
Provision for income taxes	0	0
Net income (loss)	(19,647)	(11,785)
Net loss attributable to noncontrolling interests	0	0
Net loss attributable to CaliberCos Inc.	(19,647)	(11,785)
Asset management revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	20,563	16,982
Fund management fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	12,318	10,120
Financing fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	650	629
Development and construction fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	6,751	4,984
Brokerage fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	844	1,249
Performance allocations \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	379	3,656
Hospitality revenue \| Reportable Segment
Segment Reporting Information [Line Items]
Other revenue	0	0
Consolidated funds – hospitality expenses	0	0
Other revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Other revenue	0	0
Excluding consolidated VIE
Segment Reporting Information [Line Items]
Operating costs	23,939	21,311
General and administrative	6,776	6,770
Marketing and advertising	751	1,052
Depreciation and amortization	593	550
Excluding consolidated VIE \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	17,237	14,210
Total revenues	51,119	90,937
Operating costs	6,172	1,890
Payroll and payroll related costs	17,767	19,421
General and administrative	6,776	6,770
Marketing and advertising	751	1,052
Depreciation and amortization	593	550
Consolidated funds – other expenses	5,870	9,162
Total expenses	64,432	119,514
Consolidated funds - gain on sale of real estate investments		4,976
Other (loss) income, net	(3,093)	374
Interest income	360	350
Interest expense	(5,424)	(4,717)
Net loss before income taxes	(21,470)	(27,594)
Provision for income taxes	0	0
Net income (loss)	(21,470)	(27,594)
Net loss attributable to noncontrolling interests	(1,693)	(14,891)
Net loss attributable to CaliberCos Inc.	(19,777)	(12,703)
Excluding consolidated VIE \| Asset management revenues
Segment Reporting Information [Line Items]
Revenue	16,879	10,571
Excluding consolidated VIE \| Asset management revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	16,879	10,571
Excluding consolidated VIE \| Fund management fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	9,209	5,485
Excluding consolidated VIE \| Financing fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	396	221
Excluding consolidated VIE \| Development and construction fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	6,420	4,025
Excluding consolidated VIE \| Brokerage fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	854	840
Excluding consolidated VIE \| Performance allocations
Segment Reporting Information [Line Items]
Revenue	358	3,639
Excluding consolidated VIE \| Performance allocations \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	358	3,639
Excluding consolidated VIE \| Hospitality revenue \| Reportable Segment
Segment Reporting Information [Line Items]
Other revenue	26,476	68,905
Consolidated funds – hospitality expenses	26,503	80,669
Excluding consolidated VIE \| Other revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Other revenue	7,406	7,822
VIE, primary beneficiary
Segment Reporting Information [Line Items]
Consolidated funds – other expenses	5,870	9,162
Consolidated funds - gain on sale of real estate investments	0	4,976
Interest income	5,900	3,700
Provision for income taxes	0	0
VIE, primary beneficiary \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	(3,705)	(6,428)
Total revenues	30,177	70,299
Operating costs	(964)	(497)
Payroll and payroll related costs	(1)	0
General and administrative	(41)	(37)
Marketing and advertising	0	(1)
Depreciation and amortization	(5)	(1)
Consolidated funds – other expenses	5,870	9,162
Total expenses	31,362	89,295
Consolidated funds - gain on sale of real estate investments		4,976
Other (loss) income, net	(439)	(275)
Interest income	(199)	(1,513)
Interest expense	0	(1)
Net loss before income taxes	(1,823)	(15,809)
Provision for income taxes	0	0
Net income (loss)	(1,823)	(15,809)
Net loss attributable to noncontrolling interests	(1,693)	(14,891)
Net loss attributable to CaliberCos Inc.	(130)	(918)
VIE, primary beneficiary \| Asset management revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	(3,684)	(6,411)
VIE, primary beneficiary \| Fund management fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	(3,109)	(4,635)
VIE, primary beneficiary \| Financing fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	(254)	(408)
VIE, primary beneficiary \| Development and construction fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	(331)	(959)
VIE, primary beneficiary \| Brokerage fees \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	10	(409)
VIE, primary beneficiary \| Performance allocations \| Reportable Segment
Segment Reporting Information [Line Items]
Revenue	(21)	(17)
VIE, primary beneficiary \| Hospitality revenue
Segment Reporting Information [Line Items]
Other revenue	26,476	68,905
Consolidated funds – hospitality expenses	26,503	80,669
VIE, primary beneficiary \| Hospitality revenue \| Reportable Segment
Segment Reporting Information [Line Items]
Other revenue	26,476	68,905
Consolidated funds – hospitality expenses	26,503	80,669
VIE, primary beneficiary \| Other revenues
Segment Reporting Information [Line Items]
Other revenue	7,406	7,822
VIE, primary beneficiary \| Other revenues \| Reportable Segment
Segment Reporting Information [Line Items]
Other revenue	$ 7,406	$ 7,822

Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

Note 7 – Related Party Transactions

Related Party Transactions of the Company

Platform Revenues


	Years Ended December 31,
	2024		2023

Fund management fees	9,219		5,485
Financing fees	396		221
Development and construction fees	6,420		4,025
Brokerage fees	844		840
Total asset management	16,879		10,571
Performance allocations	358		3,639
Total related party Platform revenue	$	17,237	$	14,210

As of December 31, 2024 and 2023, amounts due to the Company from related parties for services performed under the Platform was $6.2 million and $7.8 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

The Company had an allowance for doubtful accounts of $4.0 million as of December 31, 2024. The Company did not record an allowance for doubtful accounts as of December 31, 2023.

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 December 31, 2024 and 2023 (in thousands):


Notes Receivable - Related Parties	December 31, 2024		December 31, 2023		Interest Rate (1)	Maturity Date (1)
Caliber Hospitality LP (2)	$	—	$	—	12.00%	September 2025
Olathe Behavioral Health	—		25		12.00%	May 2025
DFW Behavioral Health LLC	22		25		14.00%	May 2025
Blue Spruce Ridge MezzCo, LLC	13		—		12.00%	December 2026
West Ridge MezzCo, LLC	70		—		12.00%	December 2026
Total Notes Receivable - Related Parties	$	105	$	50

__________________________________

(1) As of December 31, 2024.

During the years ended December 31, 2024 and 2023, the Company earned $0.2 million and 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 December 31, 2024 and 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 December 31, 2024 and 2023, other amounts due from related parties was $0.8 million and $1.9 million, respectively, which is included in due from related parties on the accompanying consolidated balance sheets. As of December 31, 2024 and 2023, other amounts due to related parties from the Company were $0.3 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	December 31, 2024		December 31, 2023		Interest Rate(1)	Maturity Date(1)
SF Alaska, LP	$	—	$	14,976	12.00%	May 2025
The Ketch, LLC	—		7,198		12.00%	May 2026
Circle Lofts, LLC	—		1,797		12.00%	May 2026

Elliot & 51st Street, LLC (2)	1,198		—		12.00%	April 2026
J-25 Development Group, LLC	—		4,804		12.00%	May 2026
Caliber Diversified Opportunity Fund II, LP	—		109		12.00%	September 2025
Ridge II, LLC	—		846		12.00%	December 2024
Ironwood, LLC	—		2,703		13.00%	September 2025

Southridge, LLC	—		2,187		13.00%	July 2025

Caliber Hospitality, LP (2)	5,650		—		12.00%	September 2026


Total Notes Receivable - Related Parties	$	6,848	$	34,620

__________________________________

(1) As of December 31, 2024.

During the years ended December 31, 2024 and 2023, the consolidated funds earned $5.9 million and $3.7 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. $0.3 million and no interest was due to the Company as of December 31, 2024 and 2023, respectively, which is included in due from related parties on the accompanying consolidated balance sheets.

Notes Payable


Notes Payable - Related Parties	December 31, 2024		December 31, 2023		Interest Rate(1)	Maturity Date(1)
Caliber Tax Advantaged Opportunity Zone Fund, LP	$	—	$	8,012	N/A	N/A
Caliber Tax Advantaged Opportunity Zone Fund II, LP	—		4,043		N/A	N/A
Caliber Fixed Income Fund III	2,047		—		13.00%	September 2025
Total Notes Payable - Related Parties	$	2,047	$	12,055

__________________________________

(1) As of December 31, 2024.

During the years ended December 31, 2024 and 2023, the consolidated funds incurred $0.3 million and $1.2 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. No interest was payable as of December 31, 2024. 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. Management expects to extend these notes at maturity.

Other

In the normal course of business, the consolidated funds have various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid by the funds on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. As of December 31, 2024 and 2023, there was an immaterial amount of other amounts due from related parties. As of December 31, 2024 and 2023, there was $0.1 million and an immaterial amount, respectively, 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
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: 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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+ Details

Net Income (Loss) Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Net loss attributable to CaliberCos Inc.	$ (19,777)	$ (12,703)
Convertible debt interest	82	88
Net loss attributable to common shareholders of CaliberCos Inc.	$ (19,695)	$ (12,615)
Denominator:
Weighted average shares outstanding – basic (in shares)	21,986	20,087
Dilutive shares – options, net (in shares)	0	0
Dilutive shares - warrants, net (in shares)	0	0
Dilutive shares - preferred shares (in shares)	0	0
Dilutive shares – convertible debt, net (in shares)	0	0
Weighted average shares outstanding - diluted (in shares)	21,986	20,087
Basic net loss per share attributable to common shareholders (in dollars per share)	$ (0.90)	$ (0.63)
Diluted net loss per share attributable to common shareholders (in dollars per share)	$ (0.90)	$ (0.63)

Segments

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Segments

Historically, the Company’s operations were organized into three reportable segments, fund management, development, and brokerage. During the year ended December 31, 2023, 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, John C. Loeffler, 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 (“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, which it refers to as Platform.

The Company’s CODM assesses revenue, operating costs 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. Operating costs consist primarily of payroll related costs that are provided quarterly to the CODM. Platform payroll and payroll related costs were $17.8 million and $19.4 million for the years ended December 31, 2024 and 2023, respectively. 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, nor is he provided with 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.

For the years ended December 31, 2024 and 2023, total revenues were $20.9 million and $20.6 million, respectively, representing a period-over-period increase of 1.5%. The table below (in thousands) compares the 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 year ended December 31, 2024, to the revenues earned for the same period in 2023.


	Year Ended December 31, 2024
	Platform		Impact of Consolidated Funds		Consolidated
Revenues
Fund management fees	$	12,318	$	(3,109)	$	9,209
Financing fees	650		(254)		396
Development and construction fees	6,751		(331)		6,420
Brokerage fees	844		10		854
Total asset management	20,563		(3,684)		16,879
Performance allocations	379		(21)		358
Total Platform revenue	$	20,942	$	(3,705)	$	17,237


	Year Ended December 31, 2023
	Platform		Impact of Consolidated Funds		Consolidated
Revenues
Fund management fees	$	10,120	$	(4,635)	$	5,485
Financing fees	629		(408)		221
Development and construction fees	4,984		(959)		4,025
Brokerage fees	1,249		(409)		840
Total asset management	16,982		(6,411)		10,571
Performance allocations	3,656		(17)		3,639
Total Platform revenue	$	20,638	$	(6,428)	$	14,210

The following tables present a reconciliation of Platform revenues, expenses and net loss to the most comparable GAAP measure for the years ended December 31, 2024 and 2023 (in thousands):


	Year Ended December 31, 2024
	Unconsolidated		Impact of Consolidated Funds		Consolidated
Revenues
Asset management	$	20,563	$	(3,684)	$	16,879
Performance allocations	379		(21)		358
Consolidated funds – hospitality revenue	—		26,476		26,476
Consolidated funds – other revenue	—		7,406		7,406
Total revenues	20,942		30,177		51,119

Expenses
Operating costs	7,136		(964)		6,172
Payroll and payroll related costs	17,768		(1)		17,767
General and administrative	6,817		(41)		6,776
Marketing and advertising	751		—		751
Depreciation and amortization	598		(5)		593
Consolidated funds – hospitality expenses	—		26,503		26,503
Consolidated funds – other expenses	—		5,870		5,870
Total expenses	33,070		31,362		64,432



Other income (loss), net	(2,654)		(439)		(3,093)

Interest income	559		(199)		360
Interest expense	(5,424)		—		(5,424)
Net loss before income taxes	(19,647)		(1,823)		(21,470)
Provision for income taxes	—		—		—
Net loss	(19,647)		(1,823)		(21,470)
Net loss attributable to noncontrolling interests	—		(1,693)		(1,693)
Net loss attributable to CaliberCos Inc.	$	(19,647)	$	(130)	$	(19,777)


	Year Ended December 31, 2023
	Platform		Impact of Consolidated Funds		Consolidated
Revenues
Asset management	$	16,982	$	(6,411)	$	10,571
Performance allocations	3,656		(17)		3,639
Consolidated funds – hospitality revenue	—		68,905		68,905
Consolidated funds – other revenue	—		7,822		7,822
Total revenues	20,638		70,299		90,937

Expenses
Operating costs	2,387		(497)		1,890
Payroll and payroll related costs	19,421		—		19,421
General and administrative	6,807		(37)		6,770
Marketing and advertising	1,053		(1)		1,052
Depreciation and amortization	551		(1)		550
Consolidated funds – hospitality expenses	—		80,669		80,669
Consolidated funds – other expenses	—		9,162		9,162
Total expenses	30,219		89,295		119,514

Consolidated funds – gain on sale of real estate investments	—		4,976		4,976

Other income, net	649		(275)		374

Interest income	1,863		(1,513)		350
Interest expense	(4,716)		(1)		(4,717)
Net loss before income taxes	(11,785)		(15,809)		(27,594)
Provision for income taxes	—		—		—
Net loss	(11,785)		(15,809)		(27,594)
Net loss attributable to noncontrolling interests	—		(14,891)		(14,891)
Net loss attributable to CaliberCos Inc.	$	(11,785)	$	(918)	$	(12,703)

- Definition

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

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

Summary of Significant Accounting Policies - Narrative (Details) shares in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) entity component	Dec. 31, 2023 USD ($) fund	Dec. 31, 2021 shares
Summary Of Significant Accounting Policies [Line Items]
Number of entities deconsolidated, sold	6	5
Lessor, operating lease, number of lease components \| component	2
Allowance for doubtful accounts	$ 4,000,000.0	$ 0
Share-based payment award, number of shares authorized (in shares) \| shares			10.0
Total	2,070,000	1,574,000
Interest income	$ 360,000	350,000
Development Segment
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	$ 15,643,000	3,338,000
Impairment loss, investments	0	0
Depreciation	600,000	500,000
Impairment loss, long-lived assets	0	0
VIE, primary beneficiary
Summary Of Significant Accounting Policies [Line Items]
Depreciation	5,600,000	10,400,000
Impairment loss, long-lived assets	0	0
Allowance for doubtful accounts	0	0
Total	1,428,000	4,045,000
Interest income	$ 5,900,000	$ 3,700,000
VIE, primary beneficiary \| Minimum \| Building and building improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	15 years
VIE, primary beneficiary \| Minimum \| Furniture, fixtures and equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	3 years
VIE, primary beneficiary \| Maximum \| Building and building improvements
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	40 years
VIE, primary beneficiary \| Maximum \| Furniture, fixtures and equipment
Summary Of Significant Accounting Policies [Line Items]
Estimated useful life	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%

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands	Total	Class B	Series A Preferred Stock	Preferred Stock	Preferred Stock Series A Preferred Stock	Common Stock	Common Stock Class A	Common Stock Class B	Paid in Capital	Paid in Capital Series A Preferred Stock	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]
Issuance of common stock (in shares)							1,200,000
Issuance of common stock	2,599						$ 1		2,598
Repurchases of common stock (in shares)							(42,000)
Conversions of common stock (in shares)				(1,651,000)			1,651,000
Conversions of common stock	2						$ 2
Equity based compensation expense (in shares)							273,000
Equity based compensation expense	3,726								3,726
Contributions from noncontrolling interest holders	27,927												27,927
Redemptions of noncontrolling interest holders	(10,045)												(10,045)
Distributions to noncontrolling interest holders	(10,014)												(10,014)
Consolidation of VIE	(20,805)												(20,805)
Deconsolidation of VIEs	10,825												10,825
Retirement of treasury stock	12,208										13,626	1,418
Net loss	$ (27,594)											(12,703)	(14,891)
Balance, end of period (in shares) at Dec. 31, 2023			0	0
Balance, end of period (in shares) at Dec. 31, 2023	13,872,671	7,416,414					13,873,000	7,416,000
Balance, end 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)					100,000		205,000
Issuance of common stock	188		$ 2,000						188	$ 2,000
Equity based compensation expense (in shares)							1,100,000
Equity based compensation expense	2,377					$ 1			2,376
Contributions from noncontrolling interest holders	16,635												16,635
Redemptions of noncontrolling interest holders	(2,051)												(2,051)
Distributions to noncontrolling interest holders	(6,110)												(6,110)
Deconsolidation of VIEs	(46,334)												(46,334)
Net loss	$ (21,470)											(19,777)	(1,693)
Balance, end of period (in shares) at Dec. 31, 2024			100,000	100,000
Balance, end of period (in shares) at Dec. 31, 2024	15,177,583	7,416,414					15,178,000	7,416,000
Balance, end of period at Dec. 31, 2024	$ 11,253						$ 15	$ 7	$ 43,996		$ 0	$ (56,607)	$ 23,842

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

Note 8 – Leases

Lessee - Company

As of December 31, 2024, the Company is the lessee under one corporate office lease which meets the criteria of an operating lease. The operating lease has a remaining lease term of 2.8 years and a 9.4% discount rate as of December 31, 2024. As of December 31, 2023, the Company is the lessee under one corporate office lease which meets the criteria of an operating lease. The operating lease has a remaining lease term of 3.8 years and a 9.4% discount rate as of December 31, 2023. As the Company’s lease does not specifically state an implicit rate, the Company uses a discount rate indicative of synthetic credit rate based on a market-specific analysis, and applied based on the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments. Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain of being exercised. The operating lease agreement does not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2024, the Company does not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements. Variable lease expense is primarily costs reimbursed related to common area maintenance. Fixed and variable leasing costs incurred by the Company were $0.1 million and $0.1 million, during the years ended December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, cash paid for amounts included in the measurement of operating lease liabilities and future maturities of operating lease liabilities are immaterial.

Lessee - Consolidated Funds

As of December 31, 2024, the consolidated funds are the lessee under zero ground lease arrangements that meet the criteria of an operating lease. As of December 31, 2024, the consolidated funds do not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements. As of December 31, 2023, the consolidated funds are the lessee under two ground lease arrangements that meet the criteria of an operating lease. The operating leases have a weighted average remaining lease term of 55.7 years and a 9.6% weighted average discount rate as of December 31, 2023. As the consolidated funds leases do not specifically state an implicit rate, the consolidated funds use discount rates indicative of synthetic credit rate based on a market-specific analysis, and applied based on the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments. Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the consolidated funds, only those renewal options that the consolidated funds has assessed as reasonably certain of being exercised. The operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. There was no fixed lease expense for the consolidated funds for the year ended December 31, 2024. Fixed lease expense for the consolidated funds for the year ended December 31, 2023 was $1.4 million. There was $0.1 million variable lease expense for the years ended December 31, 2024 and 2023.

During the year ended December 31, 2024, there was no cash paid for operating lease liabilities or lease liabilities arising from lease modifications. During the year ended December 31, 2023, there was $1.3 million of cash paid for amounts included in the measurement of operating lease liabilities and $1.5 million of lease liabilities arising from lease modifications.

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 December 31, 2024, the leases have non-cancelable remaining lease terms from 1.2 years to 9.6 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 December 31, 2024, the Company does not have any material related party leases as a lessor. The components of rental revenue for the years ended December 31, 2024 and 2023, are presented in the table below (in thousands). Variable rental revenue is primarily costs reimbursed related to common area maintenance.


	Year Ended December 31,
	2024		2023
Fixed	$	1,859	$	1,568
Variable	211		6
Total	$	2,070	$	1,574

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


Year	Amount
2025	$	1,627
2026	1,574
2027	950
2028	363
2029	256
Thereafter	1,113
Total	$	5,883

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 31, 2023 and two commercial properties, including Northsight Crossing which was sold in October 2023 and DT Mesa, which was deconsolidated

in September 2024. As of December 31, 2024, the leases have non-cancelable remaining lease terms from 0.1 years to 1.0 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 December 31, 2024, the consolidated funds do not have any material related party leases as a lessor. The components of rental revenue for the years ended December 31, 2024 and 2023 (in thousands) are presented in the table below. Variable rental revenue are primarily costs reimbursed related to common area maintenance.


	Years Ended December 31,
	2024		2023
Fixed	$	870	$	3,520
Variable	558		525
Total	$	1,428	$	4,045

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


Year	Amount
2025	$	257
2026	—
2027	—
2028	—
2029	—
Thereafter	—
Total	$	257

Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Other Liabilities Disclosure [Abstract]

Other Liabilities

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


	December 31, 2024		December 31, 2023

Below market leases, net	$	20	$	171
Tenant improvement allowance	103		99
Deposits (1)	154		113



Other	473		37
Total other liabilities	$	750	$	420

_________________________________

(1) Includes tenant security deposits.

Other Liabilities of the Consolidated Funds

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


	December 31, 2024		December 31, 2023
Advance key money, net	$	—	$	825
Deposits (1)	171		531
Sales tax payable	97		674






Other	371		370
Total other liabilities	$	639	$	2,400

______________________________

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

Fair Value of Financial Instrument - Narrative (Details) - Excluding consolidated VIE - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	$ 50,450	$ 53,799
Real estate notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	15,900	16,200
Long-term debt, fair value	$ 12,600	$ 9,500

- Definition

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

+ References + Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Related Party Transactions - Schedule of Notes Receivable (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) entity	Dec. 31, 2023 USD ($) fund
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of entities deconsolidated, sold	6	5
VIE, primary beneficiary
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 6,848	$ 34,620
Related party \| Excluding consolidated VIE
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	105	50
Related party \| Excluding consolidated VIE \| Caliber Hospitality, LP
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	0
Related party transaction, rate	12.00%
Financing receivable, maximum borrowing capacity	$ 12,000
Related party \| Excluding consolidated VIE \| Olathe Behavioral Health
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 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	$ 22	25
Related party transaction, rate	14.00%
Related party \| Excluding consolidated VIE \| Blue Spruce Ridge MezzCo, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 13	0
Related party transaction, rate	12.00%
Related party \| Excluding consolidated VIE \| West Ridge MezzCo, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 70	0
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 6,848	34,620
Related party \| VIE, primary beneficiary \| Caliber Fixed Income Fund III
Accounts, Notes, Loans and Financing Receivable [Line Items]
Related party transaction, rate	13.00%
Related party \| VIE, primary beneficiary \| Caliber Hospitality, LP \| Notes Receivable, Due September 2026
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 5,650	0
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| SF Alaska, LP
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	14,976
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| The Ketch, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	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	$ 0	1,797
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| Elliot & 51st Street, LLC \| Notes Receivable, Due April 2026
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 1,198	0
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| J-25 Development Group, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	4,804
Related party transaction, rate	12.00%
Related party \| VIE, primary beneficiary \| Caliber Diversified Opportunity Fund II, LP
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	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	$ 0	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	$ 0	2,703
Related party transaction, rate	13.00%
Related party \| VIE, primary beneficiary \| Southridge, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Notes receivable - related parties	$ 0	$ 2,187
Related party transaction, rate	13.00%

Stockholders’ Equity and Share-Based Payments - Restricted Stock Units Activity (Detail) - Restricted Stock Units - VIE, primary beneficiary - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Restricted Stock Units
Unvested restricted stock units, beginning balance (in shares)	2,386,786	396,955
Granted (in shares)	4,971,181	2,282,086
Vested (in shares)	(1,246,972)	(272,197)
Forfeited (in shares)	(656,423)	(20,058)
Unvested restricted stock units, ending balance (in shares)	5,454,572	2,386,786
Weighted Average Fair Value
Unvested restricted stock units, beginning balance (in dollars per share)	$ 1.66	$ 6.73
Granted (in dollars per share)	0.86	1.36
Vested (in dollars per share)	1.52	6.57
Forfeited (in dollars per share)	1.21	1.49
Unvested restricted stock units, ending balance (in dollars per share)	$ 1.02	$ 1.66

Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	5,195	2,442
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	2,537	2,267
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	12	0
Preferred Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	2,507	0
Additional common shares, if convertible debt were converted
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation (in shares)	139	175

VIEs - Schedule of Variable Interest Entities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Assets
Cash	$ 2,315	$ 3,805	$ 7,657
Restricted cash	2,582	13,835	8,277
Accounts receivable, net	7,700
Assets	105,535	299,432
Liabilities
Total liabilities	94,282	233,414
Stockholders’ equity	11,253	66,018	$ 77,189
Total liabilities and stockholders’ equity	105,535	299,432
VIE, primary beneficiary
Assets
Real estate investments, net	45,090	185,636
Accounts receivable, net	163	1,978
Notes receivable - related parties	6,848	34,620
Due from related parties, net of $4.0 million of allowance for doubtful accounts	320	12
Operating lease - right of use assets	0	10,318
Prepaid and other assets	284	11,665
Liabilities
Accounts payable and accrued expenses	1,207	11,736
Other liabilities	639	2,400
Operating lease liabilities	0	13,957
VIE, primary beneficiary \| Caliber Hospitality Trust And Caliber Hospitality, LP
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, net of $4.0 million of allowance for doubtful accounts		40
Investments in unconsolidated entities		84,076
Operating lease - right of use assets		8,775
Prepaid and other assets		5,953
Assets		214,427
Liabilities
Accounts payable and accrued expenses		7,858
Operating lease liabilities		12,441
Total liabilities		147,823
Stockholders’ equity		66,604
Total liabilities and stockholders’ equity		214,427
VIE, primary beneficiary \| Nonrelated party
Liabilities
Notes payable	29,172	129,684
Other liabilities	639	2,400
VIE, primary beneficiary \| Nonrelated party \| Caliber Hospitality Trust And Caliber Hospitality, LP
Liabilities
Notes payable		80,278
Other liabilities		2,158
VIE, primary beneficiary \| Related party
Assets
Notes receivable - related parties	6,848	34,620
Liabilities
Notes payable	2,047	12,055
Other liabilities	$ 79	101
VIE, primary beneficiary \| Related party \| Caliber Hospitality Trust And Caliber Hospitality, LP
Liabilities
Notes payable		34,786
Other liabilities		$ 10,302

Subsequent Events (Details) $ / shares in Units, shares in Millions, $ in Millions				1 Months Ended
	Mar. 27, 2025 USD ($) Unit	Mar. 20, 2025 USD ($) $ / shares shares	Mar. 12, 2025 USD ($) $ / shares shares	Nov. 30, 2024 $ / shares	Dec. 31, 2024 $ / shares	Dec. 31, 2023 $ / shares
Series A Preferred Stock
Subsequent Event [Line Items]
Preferred stock, par value (in dollars per share) \| $ / shares				$ 20	$ 0.001	$ 0.001
Dividend rate, percentage				12.00%
Subsequent Event
Subsequent Event [Line Items]
Equity purchase agreement, maximum amount		$ 25.0
Proceeds from the issuance of common stock, net of issuance costs		$ 1.2
Exchange program, investment amount (or more)	$ 1.0
Payments to acquire real estate	$ 10.2
Number of units in real estate property \| Unit	602
Real estate commissions	$ 0.2
Subsequent Event \| Securities Purchase Agreement Warrant
Subsequent Event [Line Items]
Number of shares called by warrants (in shares) \| shares		0.2
Share price (in dollars per share) \| $ / shares		$ 0.75
Subsequent Event \| Equity Purchase Agreement Warrant
Subsequent Event [Line Items]
Number of shares called by warrants (in shares) \| shares		0.2
Share price (in dollars per share) \| $ / shares		$ 1.50
Subsequent Event \| Senior Secured Promissory Note
Subsequent Event [Line Items]
Debt instrument, face amount		$ 1.7
Subsequent Event \| Series A Preferred Stock
Subsequent Event [Line Items]
Sale of stock, maximum amount authorized			$ 20.0
Sale of stock, maximum amount authorized (in shares) \| shares			0.8
Preferred stock, par value (in dollars per share) \| $ / shares			$ 25
Dividend rate, percentage			9.50%
Subsequent Event \| Common Stock
Subsequent Event [Line Items]
Number of shares issued in transaction (in shares) \| shares		0.2

Stockholders’ Equity and Share-Based Payments (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The following inputs and assumptions were used to calculate the weighted average fair values of the options granted for the years ended December 31, 2024 and 2023:


	December 31,
	2024			2023
Expected term (in years)	6.13			6.13
Volatility	35% - 36%			36% - 40%
Dividend Yield	0.00		%	0.00		%
Risk-free rate	3.63% - 4.52%			4.42% - 4.61%
Grant date fair value	$	0.32		$	0.38

Share-Based Payment Arrangement, Option, Activity

The following tables detail the activity of the 2017 Plan during the years ended December 31, 2024 and 2023:


	Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in thousands)
Outstanding December 31, 2022	2,003,088	$	4.58	5.15	$	2,098
Granted - Employee	330,967	2.47		—	—


Forfeited	(25,046)	6.40		—	—
Expired	(23,408)	6.47		—	—
Outstanding December 31, 2023	2,285,601	4.23		4.89	535
Granted - Employee	237,798	0.74		—	—
Granted - Nonemployee	607,851	0.74		—	—

Forfeited	(72,341)	5.40		—	—
Expired	(211,657)	5.01		—	—
Outstanding December 31, 2024	2,847,252	$	3.11	5.26	$	52,479

Share-Based Payment Arrangement, Restricted Stock Unit, Activity

The following tables detail the activity of the 2017 Plan during the years ended December 31, 2024 and 2023:


	Restricted Stock Units	Weighted Average Fair Value
Unvested restricted stock units at December 31, 2022	396,955	$	6.73
Granted - Employee	2,282,086	1.36
Vested	(272,197)	6.57
Forfeited	(20,058)	1.49
Unvested restricted stock units at December 31, 2023	2,386,786	1.66
Granted - Employee	4,971,181	0.86
Vested	(1,246,972)	1.52
Forfeited	(656,423)	1.21
Unvested restricted stock units at December 31, 2024	5,454,572	$	1.02

Organization and Liquidity (Details) $ in Thousands	3 Months Ended	12 Months Ended
Organization and Liquidity (Details) $ in Thousands	Mar. 31, 2025 USD ($)	Dec. 31, 2024 USD ($) note	Mar. 27, 2025 USD ($)	Dec. 31, 2023 USD ($) note
Organization And Liquidity [Line Items]
Accounts receivable, net		$ 7,700
Investments		16,100
Excluding consolidated VIE
Organization And Liquidity [Line Items]
Long-term debt		50,450		$ 53,799
Accounts receivable, net		413		$ 205
Excluding consolidated VIE \| Series AA Preferred Stock
Organization And Liquidity [Line Items]
Expected proceeds from future issuance of preferred stock		20,000
Excluding consolidated VIE \| Corporate notes
Organization And Liquidity [Line Items]
Long-term debt		$ 32,800
Debt instrument, term		12 months
Debt instrument, extended term		12 months
Excluding consolidated VIE \| Corporate notes \| Subsequent Event
Organization And Liquidity [Line Items]
Current portion of notes payable			$ 26,600
Excluding consolidated VIE \| Corporate Notes And Convertible Corporate Notes \| Corporate notes
Organization And Liquidity [Line Items]
Number of corporate notes \| note		202		222
Debt instrument, term		12 months
Excluding consolidated VIE \| Corporate Notes Restructuring Program \| Subsequent Event \| Corporate notes
Organization And Liquidity [Line Items]
Short-term debt, refinanced amount	$ 2,700
Excluding consolidated VIE \| Corporate Notes Restructuring Program \| Corporate notes
Organization And Liquidity [Line Items]
Debt instrument, modified, original term		12 months
Debt instrument, modified term		36 months
Excluding consolidated VIE \| Corporate Notes Restructuring Program \| Corporate notes \| Subsequent Event
Organization And Liquidity [Line Items]
Debt instrument, modified, original term	12 months
Debt instrument, modified term	36 months

Stockholders’ Equity and Share-Based Payments

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stockholders' Equity and Share-Based Payments

Note 16 – Stockholders’ Equity and Share-Based Payments

In May 2023, the Company filed a third amended and restated certificate of incorporation. The Company is authorized to issue 137,500,000 shares consisting of: (a) 115,000,000 shares of common stock consisting of (i) 100,000,000 shares of Class A common stock with a par value of $0.001 per share, (ii) 15,000,000 shares of Class B common stock with a par value of $0.001 per share; and (b) 22,500,000 shares of preferred stock with a par value of $0.001 per share.

The Class B common stock is identical in all respects to Class A common stock, except it is entitled to 10 votes per share and is convertible at any time on a one-for-one basis into shares of Class A common stock. All other rights, privileges, and rank will be shared equally and be identical in all respects as to all matters.

Common Stock

The holders of common stock shall be entitled to receive dividends when, as, and if declared by the board of directors. The holders of common stock shall at all times vote together as one class on all matters. Class A common stock shall be entitled to one vote for each share of common stock and Class B common stock shall be entitled to 10 votes for each share of common stock. No holder of shares of common stock shall have the right to cumulate votes. In the event of liquidation, subject to the prior rights of holders of preferred stock to share ratably in the Company’s assets, the holders of common stock and holders of any shares of preferred stock which are not entitled to any preference in liquidation shall share equally and ratably in the Company’s assets

available for distribution after giving effect to any liquidation preference of shares of preferred stock. The holders of Class A common stock shall not have any conversion, redemption, or other preemptive rights. The holders of Class B common stock are entitled to a conversion upon notice or an automatic conversion upon transfer at which time the Class B Common stockholder will be entitled to one fully paid and nonassessable share of Class A common stock. In addition, Class B common stock shall not have any redemption or other preemptive rights.

Warrants

Beginning in 2024, the Company began issuing warrants for the purchase of its Class A Common Stock, either as stand-alone transactions or combined with other debt and/or equity instruments. The warrants may be exercised up to the fifth anniversary of their origination date and transferred independently at any time. Using the Black-Scholes model, the Company estimates the relative fair value of warrants on the date of issuance. The relative fair value of warrants is included in Paid-in capital on the consolidated balance sheets dated December 31, 2024. As of December 31, 2024, the Company had 1,058,790 warrants outstanding with a weighted average exercise price per share and weighted average remaining exercise period of $0.82 and 4.9 years, respectively.

2017 Incentive Stock Plan

The Company may award stock options to employees under the Amended and Restated 2017 Incentive Stock Plan (“2017 Plan”). The 2017 Plan allows the Company to: (i) grant stock awards, (ii) grant stock options, and (iii) offer restricted stock purchases to directors, executives and selected employees, consultants, and advisors. Options will vest if the recipient maintains constant employment through the end of the requisite service period. The following inputs and assumptions were used to calculate the weighted average fair values of the options granted for the years ended December 31, 2024 and 2023:


	December 31,
	2024			2023
Expected term (in years)	6.13			6.13
Volatility	35% - 36%			36% - 40%
Dividend Yield	0.00		%	0.00		%
Risk-free rate	3.63% - 4.52%			4.42% - 4.61%
Grant date fair value	$	0.32		$	0.38

Compensation expense is recognized on a straight-line basis over the service period. During the years ended December 31, 2024 and 2023, the Company recognized $2.4 million and $3.7 million, respectively, in compensation expense, related to the 2017 Plan. As of December 31, 2024 and 2023, there was $5.2 million and $0.6 million, respectively, of unrecognized compensation expense related to the 2017 Plan stock options.

The following tables detail the activity of the 2017 Plan during the years ended December 31, 2024 and 2023:

Stock Options


	Stock Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in thousands)
Outstanding December 31, 2022	2,003,088	$	4.58	5.15	$	2,098
Granted - Employee	330,967	2.47		—	—


Forfeited	(25,046)	6.40		—	—
Expired	(23,408)	6.47		—	—
Outstanding December 31, 2023	2,285,601	4.23		4.89	535
Granted - Employee	237,798	0.74		—	—
Granted - Nonemployee	607,851	0.74		—	—

Forfeited	(72,341)	5.40		—	—
Expired	(211,657)	5.01		—	—
Outstanding December 31, 2024	2,847,252	$	3.11	5.26	$	52,479

Restricted Stock Units


	Restricted Stock Units	Weighted Average Fair Value
Unvested restricted stock units at December 31, 2022	396,955	$	6.73
Granted - Employee	2,282,086	1.36
Vested	(272,197)	6.57
Forfeited	(20,058)	1.49
Unvested restricted stock units at December 31, 2023	2,386,786	1.66
Granted - Employee	4,971,181	0.86
Vested	(1,246,972)	1.52
Forfeited	(656,423)	1.21
Unvested restricted stock units at December 31, 2024	5,454,572	$	1.02

The restricted stock units are subject to forfeiture if the participant does not meet certain conditions such as continued employment and/or the attainment of the specified performance target over the specified service period. The performance target related to the outstanding restricted stock units is the completion of an initial public offering or exchange listing. As of December 31, 2024, there was $4.9 million of unrecognized compensation expense related to the restricted stock units. The restricted stock units have a remaining term of 2.9 years as of December 31, 2024.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 13
-Subparagraph (h)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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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 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: 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 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Realized gain/loss on investments	$ 1,001	$ 0
Deferred tax liabilities:
Valuation allowance	(11,703)	(6,972)
VIE, primary beneficiary
Deferred tax assets:
Net operating loss carryforwards	17,837	13,632
Sec 362 basis Step-up	439	439
Deferred compensation	1,929	1,780
Fixed assets	17	0
Employee stock based compensation	1,299	820
Allowance for doubtful accounts	1,018	0
Other	682	1,769
Total deferred tax assets	24,222	18,440
Deferred tax liabilities:
Passthrough income/loss from partnerships	(12,196)	(9,399)
Fixed assets	0	(447)
Other	(323)	(1,622)
Total deferred tax liabilities	(12,519)	(11,468)
Valuation allowance	(11,703)	(6,972)	$ (3,634)
Net deferred tax assets	$ 0	$ 0

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Management has evaluated events and transactions that occurred after December 31, 2024 through March 31, 2025, the date these consolidated financial statement were available to be issued. The following events are in addition to those matters discussed in Note 6 – Notes Payable. On March 12, 2025, the Company was qualified to sell up to $20.0 million of Series AA cumulative redeemable preferred stock under Regulation A, which includes 800,000 shares at a stated value of $25. The Series AA offers a cumulative monthly dividend at a rate of 9.5% per annum. The preferred stock is convertible into shares of Class A Common stock. The proceeds raised by this offering will be used to retire outstanding promissory notes and for general corporate purposes. On March 20, 2025, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P. (“Mast”), issuing a senior secured promissory note worth up to $1.7 million, a warrant for 200,000 shares of Class A common stock at $0.75 per share, and 200,000 shares of common stock. Simultaneously, the Company also entered into an equity purchase agreement with Mast to sell up to $25.0 million of common stock. This agreement also includes a common stock purchase warrant for an additional 200,000 shares at $1.50 per share. The Company proceeds were $1.2 million in cash, net of discounts. On March 27, 2025 the Company announced the launch of the Caliber 1031 Exchange program which allows accredited investors to participate in the program either by investing $1.0 million or more from proceeds generated from a sale of real estate, or by the Company sponsoring the sale of the investors existing asset and investing those proceeds generated. In its first transaction, the Caliber 1031 Exchange executed a $10.2 million acquisition of a 602-unit self-storage facility in Rifle, Colorado, on behalf of a group of investors through a Tenants-in-Common arrangement. The Company received a real estate commission in the amount of $0.2 million as a result of the transaction.

Notes Payable - Summary of Notes Payable (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) entity	Dec. 31, 2023 USD ($) fund	Nov. 30, 2023	Aug. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Nov. 30, 2021	Jul. 31, 2015
Debt Instrument [Line Items]
Number of entities deconsolidated, sold	6	5
Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 50,922	$ 54,018
Deferred financing costs, net	(243)	(219)
Discount on corporate note	(229)	0
Total	50,450	53,799
VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	29,408	131,400
Deferred financing costs, net	(236)	(1,716)
Total	29,172	129,684
Corporate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	31,763	36,442
Total	$ 32,800
Interest rate	11.40%
Convertible corporate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 1,050	1,324
Interest rate	8.25%
Real estate notes \| Excluding consolidated VIE
Debt Instrument [Line Items]
Notes payable	$ 18,109	16,252
Total	$ 15,900	16,200
Real estate notes \| Excluding consolidated VIE \| Maximum
Debt Instrument [Line Items]
Interest rate	112.01%
Real estate notes \| Excluding consolidated VIE \| Minimum
Debt Instrument [Line Items]
Interest rate	4.30%
Real estate notes \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 23,789	120,825
Real estate notes \| VIE, primary beneficiary \| Hampton Inn & Suites Hotel
Debt Instrument [Line Items]
Notes payable	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	0	11,000
Interest rate				18.00%
Real estate notes \| VIE, primary beneficiary \| Holiday Inn Ocotillo Hotel, Notes Payable
Debt Instrument [Line Items]
Notes payable	0	9,250
Real estate notes \| VIE, primary beneficiary \| Airport Hotel Portfolio, Notes Payable
Debt Instrument [Line Items]
Notes payable	0	55,631
Real estate notes \| VIE, primary beneficiary \| DoubleTree by Hilton Tucson Convention Center, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 17,962	18,418
Interest rate	7.06%
Real estate notes \| VIE, primary beneficiary \| Hilton Tucson East, Notes Payable
Debt Instrument [Line Items]
Notes payable	$ 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	0	3,000
Interest rate						6.50%
Real estate notes \| VIE, primary beneficiary \| Southpointe Fundco, LLC
Debt Instrument [Line Items]
Notes payable	$ 1,050	1,050
Interest rate	11.99%		11.99%				9.99%
Real estate notes \| VIE, primary beneficiary \| West Frontier Holdco, LLC
Debt Instrument [Line Items]
Notes payable	$ 4,777	4,636
Interest rate	6.35%				6.35%
Revolving line of credit \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 0	4,500
Member notes \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 5,600	$ 5,600
Interest rate	10.00%	10.00%				10.00%
Economic injury disaster and other loans \| VIE, primary beneficiary
Debt Instrument [Line Items]
Notes payable	$ 19	$ 475
Interest rate	7.96%

Derivative Instruments - Fair Values by Balance Sheet Location (Details) - VIE, primary beneficiary - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Derivative [Line Items]
Derivative assets	$ 0	$ 1,216
Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	0	1,216
Interest rate swap \| Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative assets	0	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/exampleRef
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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 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2003/role/exampleRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Narrative (Details)	12 Months Ended
Leases - Narrative (Details)	Dec. 31, 2024 USD ($) property arrangement	Dec. 31, 2023 USD ($) property arrangement
Excluding consolidated VIE
Lessor, Lease, Description [Line Items]
Number of lease arrangements \| property	1	1
Lessee, operating lease, remaining lease term	2 years 9 months 18 days	3 years 9 months 18 days
Lessee, operating lease, discount rate	9.40%	9.40%
Operating lease, cost	$ 100,000	$ 100,000
Variable lease, cost	100,000	100,000
Operating lease, payments	$ 0	$ 0
Rental revenue, number of revenue-generating properties \| property	1
Excluding consolidated VIE \| Minimum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term	1 year 2 months 12 days
Excluding consolidated VIE \| Maximum
Lessor, Lease, Description [Line Items]
Lessor, operating lease, remaining lease term	9 years 7 months 6 days
VIE, primary beneficiary
Lessor, Lease, Description [Line Items]
Number of lease arrangements \| arrangement	0	2
Lessee, operating lease, remaining lease term		55 years 8 months 12 days
Lessee, operating lease, discount rate		9.60%
Operating lease, cost	$ 0	$ 1,400,000
Variable lease, cost	100,000	100,000
Operating lease, payments	$ 0	1,300,000
Lease liabilities arising from obtaining right-of-use assets		$ 1,500,000
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	1 year

Segments - Reconciliation of Revenue from Segments to Consolidated (Detail) - Excluding consolidated VIE - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Cash	$ 1,766	$ 940
Restricted cash	2,582	2,569
Real estate investments, net	21,572	21,492
Due from related parties, net of $4.0 million of allowance for doubtful accounts	7,070	9,759
Investments in unconsolidated entities	15,643	3,338
Operating lease - right of use assets	147	193
Prepaid and other assets	3,501	2,781
Assets, Adjusted	52,281	41,072
Operating Segments
Segment Reporting Information [Line Items]
Cash	1,766	940
Restricted cash	2,582	2,569
Real estate investments, net	21,782	21,571
Due from related parties, net of $4.0 million of allowance for doubtful accounts	11,373	23,934
Investments in unconsolidated entities	16,061	18,377
Operating lease - right of use assets	4,042	4,348
Prepaid and other assets	(529)	2,972
Assets, Adjusted	57,077	74,711
Intercompany Eliminations & Equity in Income
Segment Reporting Information [Line Items]
Cash	0	0
Restricted cash	0	0
Real estate investments, net	(210)	(79)
Due from related parties, net of $4.0 million of allowance for doubtful accounts	(4,303)	(14,175)
Investments in unconsolidated entities	(418)	(15,039)
Operating lease - right of use assets	(3,895)	(4,155)
Prepaid and other assets	4,030	(191)
Assets, Adjusted	$ (4,796)	$ (33,639)

Derivative Instruments (Tables)

12 Months Ended

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


	December 31, 2024			December 31, 2023
Type of Derivative	Number of Instruments	Notional Amount		Number of Instruments	Notional Amount
Interest rate swap	—	$	—	1	$	18,418
Interest rate cap	—	—		1	55,000
Total		$	—		$	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 in the consolidated balance sheets, as of December 31, 2024 and 2023 (in thousands):


Type of Derivative	Balance Sheet Location	December 31, 2024		December 31, 2023
Interest rate swap	Consolidated funds - Prepaid and other assets	$	—	$	1,206
Interest rate cap	Consolidated funds - Prepaid and other assets	—		10
Total		$	—	$	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 years ended December 31, 2024 and 2023 (in thousands):


	Statement of Operations Location	Years Ended December 31,
Type of Derivative		2024		2023
Interest rate swap (1)	Consolidated funds - hospitality expenses	$	346	$	(440)
Interest rate cap (2)	Consolidated funds - hospitality expenses	(35)		(75)
Total		$	311	$	(515)

______________________________

(1) During the year ended December 31, 2024, the interest rate swap was terminated.

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

Prepaid and Other Assets - Summary of Prepaid and Other Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Accounts receivable, net	$ 7,700
Excluding consolidated VIE
Variable Interest Entity [Line Items]
Pursuit costs	1,335	$ 1,081
Prepaid expenses	800	981
Accounts receivable, net	413	205
Deposits	63	63
Other assets	890	451
Total prepaid and other assets	3,501	2,781
VIE, primary beneficiary
Variable Interest Entity [Line Items]
Pursuit costs	0	1,102
Prepaid expenses	114	1,735
Accounts receivable, net	163	1,978
Deposits	57	669
Other assets	0	6,339
Deferred franchise fees, net	62	278
Inventory	51	142
Derivative assets	0	1,216
Intangibles, net	0	184
Total prepaid and other assets	$ 284	$ 11,665

Supplemental Cash Flow Disclosures (Details) - USD ($)	12 Months Ended
Supplemental Cash Flow Disclosures (Details) - USD ($)	Dec. 31, 2024	Dec. 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	5,277,000	4,875,000
Decrease in notes receivable - related party due to return of capital from investments	500,000	0
Decrease in notes receivable - related party due the payment of accounts payable	107,000	0
Increase in note receivable - related party due to deconsolidation of VIEs	7,531,000	0
Increase in accounts receivable - related party due to deconsolidation of VIEs	3,752,000	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	15,710,000	0
Assumption of note payable	0	16,457,000
Corporate note rollover	1,948,000	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	2,000	242,000
Cost of real estate investments included in due to related parties	1,000	0
Investments in unconsolidated entities included in due to related parties	66,000	0
Investments in unconsolidated entities included in accrued expenses	41,000	1,339,000
Issuance of common stock in lieu of cash payment for accounts payable	194,000	0
VIE, primary beneficiary
Other Significant Noncash Transactions [Line Items]
Cash paid for interest, net of capitalized interest	6,190,000	14,731,000
Capitalized interest	3,000	33,000
Decrease in notes receivable - related party due to return of capital from investments	1,300,000	0
Increase in note receivable - related party due to deconsolidation of VIEs	22,746,000	0
Cost of real estate investments included in accounts payable	40,000	382,000
Cost of real estate investments included in due to related parties	0	10,000
Note receivable eliminated in consolidation	0	2,946,000
Increase in notes receivable - related party due to transfer of pursuit costs	1,151,000	0
Decrease in notes receivable related party due to payment of accounts payable	263,000	0
Contributions from noncontrolling interest in connection with settlement of notes - related parties	0	1,831,000
Increase in notes payable - related party due to deconsolidation of VIEs	2,047,000	0
Conversion of line of credit to term loan	4,500,000	0
Decrease in due from related party due to non-cash investment rollover	200,000	0
Related party notes payable - non-cash settlement	2,531,000	0
Establishment of operating right-of-use assets or increase from lease modifications	0	1,516,000
Establishment of operating lease liabilities or increase from lease modifications	0	1,516,000
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	137,571,000	85,239,000
Accounts receivable, net	3,071,000	4,973,000
Notes receivable - related parties	54,496,000	0
Operating lease - right of use assets	10,324,000	8,775,000
Prepaid and other assets	9,579,000	1,658,000
Due from related parties	20,000	2,000
Due to related parties	1,049,000	1,218,000
Notes payable, net	98,639,000	74,643,000
Notes payable - related parties	12,055,000	6,882,000
Accounts payable and accrued expenses	11,338,000	7,139,000
Operating lease liabilities	13,957,000	12,441,000
Other liabilities	1,293,000	1,980,000
Noncontrolling interests	$ 29,041,000	$ 23,777,000

Notes Payable

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Notes Payable

Note 6 – Notes Payable

Notes Payable of the Company

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


Notes Payable	December 31, 2024		December 31, 2023		Interest Rate (1)	Maturity Date (1)
Corporate notes	$	31,763	$	36,442	11.40%	April 2023 - December 2027
Convertible corporate notes	1,050		1,324		8.25%	April 2024 - May 2025
Real estate and other loans	18,109		16,252		4.30% - 112.01%	December 2024 - November 2029
Total notes payable	50,922		54,018
Deferred financing costs, net	(243)		(219)
Discount on corporate note	(229)		—
Total notes payable, net	$	50,450	$	53,799

__________________________________

(1) As of December 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 December 31, 2024 and 2023, the outstanding principal balance of the loan was $15.9 million and $16.2 million, respectively. As of December 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 an unsecured promissory note and require monthly or quarterly interest-only payments until maturity. 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 refinance the matured notes into an alternative 3-year unsecured note program or a convertible preferred stock program. Any lender who elects to redeem a matured note will be repaid with available funds.

As of December 31, 2024, there were 202 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 11.30%, and maturity dates ranging from April 2023 to December 2027. During the year ended December 31, 2024, there were no conversions of debt into common stock. As of March 27, 2025, an aggregate of $26.6 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 December 31, 2024 and 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 December 31, 2024 (in thousands):


Year	Amount
2025	$	33,036
2026	404
2027	2,460
2028	330
2029	14,692
Thereafter	—
Total	$	50,922

Deferred Financing Costs

Amortization of deferred financing costs for the Company was immaterial during the years ended December 31, 2024 and 2023. There were no deferred financing cost write-offs during each of the years ended December 31, 2024 and 2023.

Notes Payable of the Consolidated Funds

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


Notes Payable	December 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)	—		(3)	11,000		N/A	N/A
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	17,962			18,418		7.06%	August 2027
Hilton Tucson East	—		(3)	11,901		N/A	N/A
DT Mesa Holdco II, LLC	—		(3)	3,000		N/A	N/A
Southpointe Fundco, LLC	1,050			1,050		11.99%	March 2025
West Frontier Holdco, LLC	4,777			4,636		6.35%	February 2038
Total Real Estate Loans	23,789			120,825
Revolving line of credit	—		(3)	4,500		N/A	N/A

Member notes	5,600			5,600		10.00%	June 2025
Economic injury disaster and other loans	19			475		7.96%	September 2025
Total notes payable	29,408			131,400
Deferred financing costs, net	(236)			(1,716)
Total notes payable, net	$	29,172		$	129,684

__________________________________

(1) As of December 31, 2024.

(2) During the year ended December 31, 2024, the hotel ceased operations as the Company is converting the property into a multi-family residential assets.

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 December 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 year ended December 31, 2024, the Company deconsolidated Hampton Inn & Suites Hotel, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

Four Points by Sheraton Hotel

In June 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 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 was 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%. During the year ended December 31, 2024, the Company deconsolidated Elliot, which included activity from the Four Points by Sheraton Hotel (as discussed in Note 3 – VIEs).

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 year ended December 31, 2024, the Company deconsolidated Holiday Inn Ocotillo Hotel, a consolidated subsidiary of Caliber Hospitality, LP (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 previously 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 year ended December 31, 2024, the Company deconsolidated the Airport Hotel Portfolio, consolidated subsidiaries of Caliber Hospitality, LP (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 year ended December 31, 2024, the Company deconsolidated the Hilton Tucson East, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).

DT Mesa Holdco II, LLC

In November 2019, the previously 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 2024 and waiving the minimum liquidity covenant default. In May 2024, the loan agreement was amended with the lender, extending the maturity date to August 2024 and removed the minimum liquidity covenant. During the year ended December 31, 2024, the Company deconsolidated DT Mesa (as discussed in Note 3 – VIEs) when the loan was refinanced with a new lender.

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 initially had 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 and August 2024, extension agreements were executed with the lender, extending the maturity date to September 2024 and then March 2025, respectively. 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 and Commercial Loan

In August 2019, CFIF III entered into a revolving line of credit (“LOC”) with a maximum borrowing amount of $4.5 million. The LOC was secured by CFIF III’s assets and was guaranteed by the Company. The LOC had a variable interest rate equal to the greater of (i) Wall Street Journal Prime Rate plus 0.25% per annum or (ii) 4.75%. The Company was 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. In October 2024, the LOC was terminated, and CFIF III entered into a $4.5 million term loan, which is secured by CFIF III’s assets and is guaranteed by the Company, and matures in October 2029. The term loan has a variable interest rate equal to the sum of: (i) 3.30% plus (ii) the greater of: (a) 2.00% or (b) the forward-looking term rate based on SOFR for a one-month period. During the year ended December 31, 2024, the Company deconsolidated CFIF III when CFIF III was officially declared in wind-down.

Member Notes

During 2022 and 2023, the consolidated fund, Southpointe Fundco, LLC, (“Southpointe”), 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 December 31, 2024, there was an immaterial outstanding principal balance. At December 31, 2023, the outstanding principal balance was $0.5 million. 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 December 31, 2024, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):


Year	Amount
2025	$	7,189
2026	557
2027	17,046
2028	64
2029	69
Thereafter	4,483
Total	$	29,408

Deferred Financing Costs

Amortization of deferred financing costs was $0.4 million and $1.5 million during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, there were no deferred financing cost write-offs. There was $0.4 million deferred financing cost write-offs during the year ended December 31, 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 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(c))
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 16: 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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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Related Party Transactions - Schedule of Related Party Platform Revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Platform Revenue	$ 20,900	$ 20,600
Related party
Related Party Transaction [Line Items]
Platform Revenue	17,237	14,210
Related party \| Asset management revenues
Related Party Transaction [Line Items]
Platform Revenue	16,879	10,571
Related party \| Asset management revenues \| Fund management fees
Related Party Transaction [Line Items]
Platform Revenue	9,219	5,485
Related party \| Asset management revenues \| Financing fees
Related Party Transaction [Line Items]
Platform Revenue	396	221
Related party \| Asset management revenues \| Development and construction fees
Related Party Transaction [Line Items]
Platform Revenue	6,420	4,025
Related party \| Asset management revenues \| Brokerage fees
Related Party Transaction [Line Items]
Platform Revenue	844	840
Related party \| Performance allocations
Related Party Transaction [Line Items]
Platform Revenue	$ 358	$ 3,639

- 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 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 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: 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 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: 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 13: 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

Stockholders’ Equity and Share-Based Payments - Valuation Assumptions (Detail) - VIE, primary beneficiary - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value (in dollars per share)	$ 0.32	$ 0.38
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 years 1 month 17 days	6 years 1 month 17 days
Dividend Yield (in percent)	0.00%	0.00%
Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility (in percent)	35.00%	36.00%
Risk-free rate (in percent)	3.63%	4.42%
Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility (in percent)	36.00%	40.00%
Risk-free rate (in percent)	4.52%	4.61%

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Revenues
Revenue	$ 20,900	$ 20,600
Total revenues	51,119	90,937
Expenses
Total expenses	64,432	119,514
Other (loss) income, net	(3,093)	374
Interest income	360	350
Interest expense	(5,424)	(4,717)
Net loss before income taxes	(21,470)	(27,594)
Benefit from income taxes	0	0
Net loss	(21,470)	(27,594)
Net loss attributable to noncontrolling interests	(1,693)	(14,891)
Net loss attributable to CaliberCos Inc.	$ (19,777)	$ (12,703)
Basic net loss per share attributable to common stockholders (in dollars per share)	$ (0.90)	$ (0.63)
Diluted net loss per share attributable to common stockholders (in dollars per share)	$ (0.90)	$ (0.63)
Weighted average common shares outstanding:
Basic (in shares)	21,986	20,087
Diluted (in shares)	21,986	20,087
Excluding consolidated VIE
Expenses
Operating costs	$ 23,939	$ 21,311
General and administrative	6,776	6,770
Marketing and advertising	751	1,052
Depreciation and amortization	593	550
VIE, primary beneficiary
Expenses
Consolidated funds – other expenses	5,870	9,162
Consolidated funds - gain on sale of real estate investments	0	4,976
Interest income	5,900	3,700
Benefit from income taxes	0	0
Asset management revenues \| Excluding consolidated VIE
Revenues
Revenue	16,879	10,571
Performance allocations \| Excluding consolidated VIE
Revenues
Revenue	358	3,639
Hospitality revenue \| VIE, primary beneficiary
Revenues
Other revenue	26,476	68,905
Expenses
Consolidated funds – hospitality expenses	26,503	80,669
Other revenues \| VIE, primary beneficiary
Revenues
Other revenue	$ 7,406	$ 7,822

Real Estate Investments - Schedule of Asset Acquisition (Details) $ in Thousands	12 Months Ended
	Dec. 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	3,938
Furniture, fixtures and equipment \| Excluding consolidated VIE \| Headquarters office building acquisition
Asset Acquisition [Line Items]
Real estate investments, at cost	959
Furniture, fixtures and equipment \| VIE, primary beneficiary \| Multi-family residential property acquisition
Asset Acquisition [Line Items]
Real estate investments, at cost	$ 2,106

Net Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 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 years ended December 31, 2024 and 2023 as follows (in thousands, except per share data):


	Years Ended December 31,
	2024		2023
Numerator:
Net loss attributable to CaliberCos Inc.	$	(19,777)	$	(12,703)

Convertible debt interest	82		88
Net loss attributable to common shareholders of CaliberCos Inc.	$	(19,695)	$	(12,615)
Denominator:
Weighted average shares outstanding - basic	21,986		20,087
Dilutive shares - options, net	—		—
Dilutive shares - warrants, net	—		—
Dilutive shares - preferred shares	—		—
Dilutive shares - convertible debt, net	—		—
Weighted average shares outstanding - diluted	21,986		20,087

Basic net loss per share attributable to common shareholders	$	(0.90)	$	(0.63)
Diluted net loss per share attributable to common shareholders	$	(0.90)	$	(0.63)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	Years Ended December 31,
	2024	2023

Additional common shares, if stock options were exercised	2,537	2,267
Additional common shares, if warrants were exercised	12	—
Additional common shares, if preferred shares were converted	2,507	—
Additional common shares, if convertible debt were converted	139	175
	5,195	2,442

Notes Payable - Narrative (Details)	1 Months Ended										12 Months Ended
Notes Payable - Narrative (Details)	Oct. 31, 2024 USD ($)	May 31, 2024 USD ($)	May 31, 2023	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Aug. 31, 2019 USD ($)	Sep. 30, 2018	Jul. 30, 2018	Jun. 30, 2018	Dec. 31, 2024 USD ($) note extension $ / shares	Dec. 31, 2023 USD ($) note	Mar. 27, 2025 USD ($)	Nov. 30, 2023	Aug. 31, 2023	Jun. 30, 2022	Nov. 30, 2021	Jun. 30, 2020	Jul. 31, 2018	Jul. 31, 2015
Debt Instrument [Line Items]
Deferred financing cost write-offs											$ 0	$ 400,000
Excluding consolidated VIE
Debt Instrument [Line Items]
Long-term debt											50,450,000	53,799,000
Amortization of deferred financing costs											73,000	34,000
Deferred financing cost write-offs											$ 0	$ 0
Excluding consolidated VIE \| Corporate notes
Debt Instrument [Line Items]
Interest rate											11.40%
Long-term debt											$ 32,800,000
Debt instrument, term											12 months
Excluding consolidated VIE \| Corporate notes \| Subsequent Event
Debt Instrument [Line Items]
Current portion of notes payable													$ 26,600,000
Excluding consolidated VIE \| Corporate notes \| Corporate Notes And Convertible Corporate Notes
Debt Instrument [Line Items]
Debt instrument, term											12 months
Debt Instrument, Refinancing Term											3 years
Number of corporate notes \| note											202	222
Average outstanding principal balance per loan											$ 200,000	$ 200,000
Weighted average interest rate											11.30%	11.42%
Excluding consolidated VIE \| Convertible corporate notes
Debt Instrument [Line Items]
Interest rate											8.25%
Convertible conversion price (in dollars per share) \| $ / shares											$ 7.57
Excluding consolidated VIE \| Real estate notes
Debt Instrument [Line Items]
Long-term debt											$ 15,900,000	$ 16,200,000
Excluding consolidated VIE \| Real estate notes \| Notes Payable, Gateway II Holdco, LLC
Debt Instrument [Line Items]
Interest rate					4.30%
Long-term debt											$ 15,900,000	$ 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 \| Minimum \| Real estate notes
Debt Instrument [Line Items]
Interest rate											4.30%
Excluding consolidated VIE \| Maximum \| Corporate notes \| Corporate Notes And Convertible Corporate Notes
Debt Instrument [Line Items]
Interest rate											12.00%	12.00%
Excluding consolidated VIE \| Maximum \| Real estate notes
Debt Instrument [Line Items]
Interest rate											112.01%
VIE, primary beneficiary
Debt Instrument [Line Items]
Long-term debt											$ 29,172,000	$ 129,684,000
Amortization of deferred financing costs											$ 353,000	1,543,000
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											$ 0	$ 500,000
VIE, primary beneficiary \| Real estate notes \| Hampton Inn & Suites Hotel
Debt Instrument [Line Items]
Interest rate																				6.12%
VIE, primary beneficiary \| Real estate notes \| Four Points by Sheraton Hotel, Notes Payable
Debt Instrument [Line Items]
Interest rate															18.00%
VIE, primary beneficiary \| Real estate notes \| Holiday Inn Ocotillo Hotel, Notes Payable
Debt Instrument [Line Items]
Interest rate floor			11.00%																11.00%
VIE, primary beneficiary \| Real estate notes \| Airport Hotel Portfolio, Notes Payable
Debt Instrument [Line Items]
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											7.06%
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%
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%
VIE, primary beneficiary \| Real estate notes \| DT Mesa Holdco II, LLC, Notes Payable
Debt Instrument [Line Items]
Interest rate						6.50%
VIE, primary beneficiary \| Real estate notes \| Southpointe Fundco, LLC
Debt Instrument [Line Items]
Interest rate											11.99%			11.99%		9.99%
VIE, primary beneficiary \| Real estate notes \| West Frontier Holdco, LLC
Debt Instrument [Line Items]
Interest rate				6.35%							6.35%
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 \| Revolving line of credit \| Real estate notes
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Debt instrument, variable rate	3.30%
Debt instrument, face amount	$ 4,500,000
VIE, primary beneficiary \| Member notes
Debt Instrument [Line Items]
Interest rate						10.00%					10.00%	10.00%
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 \| 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 - Future Minimum Lease Payments (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Future minimum lease payments due, term (in years)	5 years
VIE, primary beneficiary
Lessee, Lease, Description [Line Items]
2025	$ 257
2026	0
2027	0
2028	0
2029	0
Thereafter	0
Total	257
Excluding consolidated VIE
Lessee, Lease, Description [Line Items]
2025	1,627
2026	1,574
2027	950
2028	363
2029	256
Thereafter	1,113
Total	$ 5,883

Derivative Instruments - Gain (Loss) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) entity	Dec. 31, 2023 USD ($) fund
Derivative [Line Items]
Number of entities deconsolidated, sold	6	5
VIE, primary beneficiary
Derivative [Line Items]
Gain (loss) on derivatives	$ 311	$ (515)
VIE, primary beneficiary \| Interest rate swap
Derivative [Line Items]
Gain (loss) on derivatives	346	(440)
VIE, primary beneficiary \| Interest rate cap
Derivative [Line Items]
Gain (loss) on derivatives	$ (35)	$ (75)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

The following table shows the components of the income tax provision (benefit) from total operations for the years ended December 31, 2024 and 2023 (in thousands):


	Years Ended December 31,
	2024		2023
Current income tax provision (benefit)
Federal	$	—	$	—
State	—		—
Total	—		—

Deferred income tax provision (benefit)
Federal	(4,023)		(2,887)
State	(708)		(451)
Total	(4,731)		(3,338)

Adjustment to valuation allowance	4,731		3,338
Total income tax provision (benefit)	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation

The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023:


	Years Ended December 31,
	2024		2023
U.S. federal statutory tax rate	21.0	%	21.0	%
State taxes, net of federal benefit	3.7	%	3.6	%
Income passed through to noncontrolling interest, federal tax	(1.7)	%	(11.3)	%
Income passed through to noncontrolling interest, state tax	(0.3)	%	(2.0)	%
Permanent differences, VIEs	(0.1)	%	(0.8)	%
Prior period return-to-provision adjustments	0.0	%	1.9	%
Nondeductible expenses	(0.5)	%	(0.3)	%
Change in valuation allowance	(22.1)	%	(12.1)	%
Effective income tax rate	0.0	%	0.0	%

Schedule of Deferred Tax Assets and Liabilities

The following table summarizes the components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 (in thousands):


	December 31, 2024		December 31, 2023
Deferred tax assets:
Net operating loss carryforwards	$	17,837	$	13,632
Sec 362 basis Step-up	439		439
Deferred compensation	1,929		1,780
Fixed assets	17		—
Employee stock based compensation	1,299		820
Allowance for doubtful accounts	1,018		—
Realized gain/loss on investments	1,001		—
Other	682		1,769
Total deferred tax assets	24,222		18,440
Deferred tax liabilities:
Passthrough income/loss from partnerships	(12,196)		(9,399)
Fixed assets	—		(447)
Other	(323)		(1,622)
Total deferred tax liabilities	(12,519)		(11,468)
Valuation allowance	(11,703)		(6,972)
Net deferred tax assets	$	—	$	—

Summary of Valuation Allowance

The changes to the Company’s valuation allowance during the years ended December 31, 2024 and 2023 were as follows (in thousands):


	Years Ended December 31,
	2024		2023
Valuation allowance at the beginning of the year	$	6,972	$	3,634
Changes in valuation allowance recorded during the year	4,731		3,338
Valuation allowance at the end of the year	$	11,703	$	6,972

Fair Value of Financial Instrument (Details) $ in Thousands	12 Months Ended
Fair Value of Financial Instrument (Details) $ in Thousands	Dec. 31, 2024 USD ($) entity	Dec. 31, 2023 USD ($) fund
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Number of entities deconsolidated, sold	6	5
Carrying Value \| Hampton Inn & Suites Hotel \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	$ 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
Carrying Value \| Tucson East, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	0	11,901
Carrying Value \| West Frontier, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	4,796	4,636
Fair Value \| Hampton Inn & Suites Hotel \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	0	4,762
Fair Value \| Southpointe Fundco, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	1,023	1,050
Fair Value \| Tucson East, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	0	11,067
Fair Value \| West Frontier, LLC \| VIE, primary beneficiary
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Note Payable	$ 3,701	$ 3,795

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2024
Auditor Information [Abstract]
Auditor Name	Deloitte & Touche LLP
Auditor Location	Tempe, Arizona
Auditor Firm ID	34

Stockholders’ Equity and Share-Based Payments - Stock Option Activity (Detail) - VIE, primary beneficiary - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Stock Options
Beginning balance (in shares)	2,285,601	2,003,088
Forfeited (in shares)	(72,341)	(25,046)
Expired (in shares)	(211,657)	(23,408)
Ending balance (in shares)	2,847,252	2,285,601	2,003,088
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 4.23	$ 4.58
Forfeited (in dollars per share)	5.40	6.40
Expired (in dollars per share)	5.01	6.47
Ending balance (in dollars per share)	$ 3.11	$ 4.23	$ 4.58
Weighted Average Remaining Contractual Term (in Years) And Aggregate Intrinsic Value
Outstanding, Weighted-average remaining contractual term (in years)	5 years 3 months 3 days	4 years 10 months 20 days	5 years 1 month 24 days
Outstanding, aggregate intrinsic value	$ 52,479	$ 535	$ 2,098
Share-Based Payment Arrangement, Employee
Stock Options
Granted (in shares)	237,798	330,967
Weighted Average Exercise Price
Granted (in dollars per share)	$ 0.74	$ 2.47
Share-Based Payment Arrangement, Nonemployee
Stock Options
Granted (in shares)	607,851
Weighted Average Exercise Price
Granted (in dollars per share)	$ 0.74

Preferred Stock (Details) - Series A Preferred Stock $ / shares in Units, $ in Millions	1 Months Ended
	Nov. 30, 2024 USD ($) tranche $ / shares	Dec. 31, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares
Class of Stock [Line Items]
Preferred stock, authorized amount \| $	$ 15.0
Preferred stock, par value (in dollars per share)	$ 20	$ 0.001	$ 0.001
Dividend rate, percentage	12.00%
Number of conversion tranches \| tranche	4
Percentage of initial investment convertible per tranche	0.25
Conversion price (in dollars per share)	$ 0.51
Conversion price increase, percentage per tranche	0.50
Threshold market price increase, percentage	2
Threshold trading days	20 days
Threshold convertible trading days	30 days
Preferred stock, issued (in shares) \| shares		100,000	0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Common stock, issued (in shares)	15,177,583	13,872,671
Common stock, outstanding (in shares)	15,177,583	13,872,671
Series A Preferred Stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	22,500,000	22,500,000
Preferred stock, outstanding (in shares)	100,000	0
Preferred stock, issued (in shares)	100,000	0
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
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

Segments (Tables)

12 Months Ended

Dec. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment


	Year Ended December 31, 2024
	Platform		Impact of Consolidated Funds		Consolidated
Revenues
Fund management fees	$	12,318	$	(3,109)	$	9,209
Financing fees	650		(254)		396
Development and construction fees	6,751		(331)		6,420
Brokerage fees	844		10		854
Total asset management	20,563		(3,684)		16,879
Performance allocations	379		(21)		358
Total Platform revenue	$	20,942	$	(3,705)	$	17,237

Reconciliation of Revenue from Segments to Consolidated

The following tables present a reconciliation of Platform revenues, expenses and net loss to the most comparable GAAP measure for the years ended December 31, 2024 and 2023 (in thousands):


	Year Ended December 31, 2024
	Unconsolidated		Impact of Consolidated Funds		Consolidated
Revenues
Asset management	$	20,563	$	(3,684)	$	16,879
Performance allocations	379		(21)		358
Consolidated funds – hospitality revenue	—		26,476		26,476
Consolidated funds – other revenue	—		7,406		7,406
Total revenues	20,942		30,177		51,119

Expenses
Operating costs	7,136		(964)		6,172
Payroll and payroll related costs	17,768		(1)		17,767
General and administrative	6,817		(41)		6,776
Marketing and advertising	751		—		751
Depreciation and amortization	598		(5)		593
Consolidated funds – hospitality expenses	—		26,503		26,503
Consolidated funds – other expenses	—		5,870		5,870
Total expenses	33,070		31,362		64,432



Other income (loss), net	(2,654)		(439)		(3,093)

Interest income	559		(199)		360
Interest expense	(5,424)		—		(5,424)
Net loss before income taxes	(19,647)		(1,823)		(21,470)
Provision for income taxes	—		—		—
Net loss	(19,647)		(1,823)		(21,470)
Net loss attributable to noncontrolling interests	—		(1,693)		(1,693)
Net loss attributable to CaliberCos Inc.	$	(19,647)	$	(130)	$	(19,777)


	Year Ended December 31, 2023
	Platform		Impact of Consolidated Funds		Consolidated
Revenues
Asset management	$	16,982	$	(6,411)	$	10,571
Performance allocations	3,656		(17)		3,639
Consolidated funds – hospitality revenue	—		68,905		68,905
Consolidated funds – other revenue	—		7,822		7,822
Total revenues	20,638		70,299		90,937

Expenses
Operating costs	2,387		(497)		1,890
Payroll and payroll related costs	19,421		—		19,421
General and administrative	6,807		(37)		6,770
Marketing and advertising	1,053		(1)		1,052
Depreciation and amortization	551		(1)		550
Consolidated funds – hospitality expenses	—		80,669		80,669
Consolidated funds – other expenses	—		9,162		9,162
Total expenses	30,219		89,295		119,514

Consolidated funds – gain on sale of real estate investments	—		4,976		4,976

Other income, net	649		(275)		374

Interest income	1,863		(1,513)		350
Interest expense	(4,716)		(1)		(4,717)
Net loss before income taxes	(11,785)		(15,809)		(27,594)
Provision for income taxes	—		—		—
Net loss	(11,785)		(15,809)		(27,594)
Net loss attributable to noncontrolling interests	—		(14,891)		(14,891)
Net loss attributable to CaliberCos Inc.	$	(11,785)	$	(918)	$	(12,703)

Notes Payable (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

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


Notes Payable	December 31, 2024		December 31, 2023		Interest Rate (1)	Maturity Date (1)
Corporate notes	$	31,763	$	36,442	11.40%	April 2023 - December 2027
Convertible corporate notes	1,050		1,324		8.25%	April 2024 - May 2025
Real estate and other loans	18,109		16,252		4.30% - 112.01%	December 2024 - November 2029
Total notes payable	50,922		54,018
Deferred financing costs, net	(243)		(219)
Discount on corporate note	(229)		—
Total notes payable, net	$	50,450	$	53,799

__________________________________

(1) As of December 31, 2024.

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


Notes Payable	December 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)	—		(3)	11,000		N/A	N/A
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	17,962			18,418		7.06%	August 2027
Hilton Tucson East	—		(3)	11,901		N/A	N/A
DT Mesa Holdco II, LLC	—		(3)	3,000		N/A	N/A
Southpointe Fundco, LLC	1,050			1,050		11.99%	March 2025
West Frontier Holdco, LLC	4,777			4,636		6.35%	February 2038
Total Real Estate Loans	23,789			120,825
Revolving line of credit	—		(3)	4,500		N/A	N/A

Member notes	5,600			5,600		10.00%	June 2025
Economic injury disaster and other loans	19			475		7.96%	September 2025
Total notes payable	29,408			131,400
Deferred financing costs, net	(236)			(1,716)
Total notes payable, net	$	29,172		$	129,684

__________________________________

(1) As of December 31, 2024.

(2) During the year ended December 31, 2024, the hotel ceased operations as the Company is converting the property into a multi-family residential assets.


Notes Payable - Related Parties	December 31, 2024		December 31, 2023		Interest Rate(1)	Maturity Date(1)
Caliber Tax Advantaged Opportunity Zone Fund, LP	$	—	$	8,012	N/A	N/A
Caliber Tax Advantaged Opportunity Zone Fund II, LP	—		4,043		N/A	N/A
Caliber Fixed Income Fund III	2,047		—		13.00%	September 2025
Total Notes Payable - Related Parties	$	2,047	$	12,055

__________________________________

(1) As of December 31, 2024.

Schedule of Maturities of Long-Term Debt

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


Year	Amount
2025	$	33,036
2026	404
2027	2,460
2028	330
2029	14,692
Thereafter	—
Total	$	50,922

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


Year	Amount
2025	$	7,189
2026	557
2027	17,046
2028	64
2029	69
Thereafter	4,483
Total	$	29,408

- Definition

+ References

+ Details

Real Estate Investments

12 Months Ended

Dec. 31, 2024

Real Estate [Abstract]

Real Estate Investments

Note 4 – Real Estate Investments

Real Estate Investments of the Company

Asset Acquisitions

There were no asset acquisitions by the Company during the year ended December 31, 2024. During the year ended December 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 year ended December 31, 2023 (in thousands):


	Year Ended December 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 year ended December 31, 2024. During the year ended December 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.

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 year ended December 31, 2023 (in thousands):



	Year Ended December 31, 2023
Real estate investments, at cost
Land and land improvements	$	599
Building and building improvements	3,938
Furniture, fixtures and equipment	2,106

Total purchase price of assets acquired	$	6,643

Dispositions by Consolidated Funds

There were no investments sold during the year ended December 31, 2024. During the year ended December 31, 2023, the consolidated funds sold its investment in one commercial property located in Scottsdale, Arizona, with a cost basis of $21.7 million, resulting in a gain of $5.0 million, which is included in consolidated funds - gain on sale of real estate assets on the accompanying consolidated statements of operations.

VIEs

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VIEs

Note 3 – VIEs

Management has determined that the equity holders in its consolidated entities, as a group, lack the power to direct the activities that most significantly impact the entities’ 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 only be used to settle liabilities of each respective individual consolidated VIE and the liabilities of each respective VIE, including VIEs which it consolidates, 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.

During the year ended December 31, 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 $4.9 million in cash, net of closing costs and $9.6 million in operating partnership units. In conjunction with the L.T.D. contribution, Caliber Hospitality, LP entered into a new $14.1 million loan facility with a third party lender resulting in a consolidation reconsideration event. 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 year ended December 31, 2024, the Company deconsolidated Caliber Hospitality, LP, the Caliber Hospitality Trust, and their consolidated subsidiaries.

In addition, during the year ended December 31, 2024, the Company deconsolidated CFIF III, a fund that provides capital to a diverse portfolio of distressed real estate assets, Elliot, a VIE that is developing a multi-family property, and DT Mesa, a VIE that is redeveloping commercial properties. CFIF III was deconsolidated as the Company announced its intent to wind up the fund in December 2024, which relegated the likelihood of the Company becoming obligated for any portion of CFIF III’s outstanding debt, to be remote. The Company’s announcement in December 2024 to wind up CFIF III, triggered a collectibility analysis to be performed, which resulted in a $4.3 million investment impairment and $4.0 million of bad debt expense being recognized in Q4 2024. Elliott and DT Mesa were deconsolidated as the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreements. 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.

During the year ended December 31, 2023, the Company (i) deconsolidated five hospitality funds which were contributed to the Caliber Hospitality, LP, whose sole general partner is 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. The consolidation of the Caliber Hospitality

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


Assets	Year Ended December 31, 2023
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

In addition, the Company consolidated West Frontier Holdco, LLC (“West Frontier”) as the Company was determined to be the primary beneficiary as it 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.

See Note 12 – Commitments and Contingencies for additional information related to the commitments and contingencies of these VIEs.

Other Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Excluding consolidated VIE
Schedule Of Other Liabilities [Line Items]
Below market leases, net	$ 20	$ 171
Tenant improvement allowance	103	99
Deposits	154	113
Other	473	37
Other liabilities	750	420
VIE, primary beneficiary
Schedule Of Other Liabilities [Line Items]
Deposits	171	531
Other	371	370
Advance key money, net	0	825
Sales tax payable	97	674
Other liabilities	$ 639	$ 2,400

Supplemental Cash Flow Disclosures

12 Months Ended

Dec. 31, 2024

Supplemental Cash Flow Information [Abstract]

Supplemental Cash Flow Disclosures

Note 11 – Supplemental Cash Flow Disclosures

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


	Years Ended December 31,
	2024		2023
Supplemental Disclosure of Cash Flow Information
Cash paid for interest, none of which was capitalized for the years ended December 31, 2024 and 2023, respectively	$	5,277	$	4,875
Supplemental Disclosure of Cash Flow Information of Consolidated Funds
Cash paid for interest, net of capitalized interest of $3 and $33 for the years ended December 31, 2024 and 2023, respectively	6,190		14,731


	Years Ended December 31,
	2024	2023
Supplemental Disclosures of Non-Cash Investing and Financing Activities




Decrease in notes receivable - related party due to return of capital from investments	500	—
Decrease in notes receivable - related party due the payment of accounts payable	107	—
Increase in notes receivable - related party due to deconsolidation of VIEs	7,531	—
Decrease in due from related party due to non-cash investment rollover	200	—
Increase in accounts receivable - related party due to deconsolidation of VIEs	3,752	—
Accounts receivable - related party eliminated in consolidation of VIEs	—	1,853
Increase in investments in unconsolidated entities due to deconsolidation of VIEs	15,710	—
Assumption of note payable	—	16,457
Corporate note rollover	1,948	—
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	2	242
Cost of real estate investments included in due to related parties	1	—
Investments in unconsolidated entities included in due to related parties	66	—
Investments in unconsolidated entities included in accrued expenses	41	1,339

Issuance of common stock in lieu of cash payment for accounts payable	194	—




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


Note receivable eliminated in consolidation	—	2,946
Increase in notes receivable - related party due to transfer of pursuit costs	1,151	—
Decrease in notes receivable - related party due to return of capital from investments	1,300	—
Decrease in notes receivable related party due to payment of accounts payable	263	—
Contributions from noncontrolling interest in connection with settlement of notes - related parties	—	1,831
Increase in notes receivable - related party due to deconsolidation of VIEs	22,746	—
Increase in notes payable - related party due to deconsolidation of VIEs	2,047	—
Conversion of line of credit to term loan	4,500	—
Cost of real estate investments included in accounts payable	40	382
Cost of real estate investments included in due to related parties	—	10
Contributions from noncontrolling interests in connection with settlement of notes payable - related party	2,531	—
Establishment of operating right-of-use assets or increase from lease modifications	—	1,516

Establishment of operating lease liabilities or increase from lease modifications	—	1,516

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


	Years Ended December 31,
	2024	2023
Other liabilities	—	2,158
Noncontrolling interests	—	33,732
Deconsolidation of VIEs
Real estate investments, net	137,571	85,239
Accounts receivable, net	3,071	4,973
Notes receivable - related parties	54,496	—
Operating lease - right of use assets	10,324	8,775
Prepaid and other assets	9,579	1,658
Due from related parties	20	2
Due to related parties	1,049	1,218
Notes payable, net	98,639	74,643
Notes payable - related parties	12,055	6,882
Accounts payable and accrued expenses	11,338	7,139
Operating lease liabilities	13,957	12,441
Other liabilities	1,293	1,980

Noncontrolling interests	29,041	23,777

Stockholders’ Equity and Share-Based Payments - Narrative (Detail) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($) vote $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	May 31, 2023 $ / shares shares
VIE, primary beneficiary
Class of Stock [Line Items]
Common and preferred stock, authorized (in shares)			137,500,000
Common stock, authorized (in shares)			115,000,000
Preferred stock, authorized (in shares)			22,500,000
Preferred stock, par value (in dollars per share) \| $ / shares			$ 0.001
Warrants outstanding	1,058,790
Warrant exercise price (in dollars per share) \| $ / shares	$ 0.82
Warrant term (in years)	4 years 10 months 24 days
Compensation expense \| $	$ 2.4	$ 3.7
Option unrecognized compensation expense \| $	5.2	$ 0.6
VIE, primary beneficiary \| Restricted Stock Units
Class of Stock [Line Items]
Unrecognized compensation expense \| $	$ 4.9
Remaining term of restricted stock units	2 years 10 months 24 days
Class A
Class of Stock [Line Items]
Common stock, authorized (in shares)	100,000,000	100,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Class A \| VIE, primary beneficiary
Class of Stock [Line Items]
Common stock, authorized (in shares)			100,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001
Common stock, voting rights per share \| vote	1
Common stock, conversion ratio	1
Class B
Class of Stock [Line Items]
Common stock, authorized (in shares)	15,000,000	15,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Class B \| VIE, primary beneficiary
Class of Stock [Line Items]
Common stock, authorized (in shares)			15,000,000
Common stock, par value (in dollars per share) \| $ / shares			$ 0.001
Common stock, voting rights per share \| vote	10

Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Note 13 – 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 years ended December 31, 2024 and 2023 as follows (in thousands, except per share data):


	Years Ended December 31,
	2024		2023
Numerator:
Net loss attributable to CaliberCos Inc.	$	(19,777)	$	(12,703)

Convertible debt interest	82		88
Net loss attributable to common shareholders of CaliberCos Inc.	$	(19,695)	$	(12,615)
Denominator:
Weighted average shares outstanding - basic	21,986		20,087
Dilutive shares - options, net	—		—
Dilutive shares - warrants, net	—		—
Dilutive shares - preferred shares	—		—
Dilutive shares - convertible debt, net	—		—
Weighted average shares outstanding - diluted	21,986		20,087

Basic net loss per share attributable to common shareholders	$	(0.90)	$	(0.63)
Diluted net loss per share attributable to common shareholders	$	(0.90)	$	(0.63)


	Years Ended December 31,
	2024	2023

Additional common shares, if stock options were exercised	2,537	2,267
Additional common shares, if warrants were exercised	12	—
Additional common shares, if preferred shares were converted	2,507	—
Additional common shares, if convertible debt were converted	139	175
	5,195	2,442

Organization and Liquidity	12 Months Ended
Organization and Liquidity	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Liquidity	Note 1 – 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, under its asset management platform segment (“Platform”) to the investments it manages, including asset management services, fund set-up services, lending support, construction and development management, and real estate brokerage. As of December 31, 2024, the Company had operations in Alaska, Arizona, Colorado, Kansas, Texas, and Virginia. In general, the Company’s private equity real estate funds are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests. In addition, the Company is designated as the manager and/or general partner of the partnership. Depending on the legal structure and arrangements between the Company and the funds, the Company may or may not consolidate the partnerships for financial reporting purposes. For funds in which the Company is 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 the Company is 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 December 31, 2024, the Company had a portfolio of corporate notes, whose composition and characteristics are similar to those reported in prior periods. At December 31, 2024, the portfolio consisted of 202 unsecured notes with an aggregate principal balance of $32.8 million. As of March 31, 2025, $26.6 million of the corporate notes have matured or will mature within the 12-month period subsequent to March 31, 2025. Each note generally has a 12-month period with an option to extend for an additional 12-months. Because the Company incurred operating losses and negative cash flow from operations and could experience additional future operating losses and negative cash flow in the near term, combined with the fact that the Company does not have sufficient cash on hand to satisfy the total of the notes that mature within the next 12 months, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management considered the impact of these near-term maturities on the Company. Management evaluated the impact a default of one or many of these notes might have on the Company. As these notes are unsecured, the terms in the agreements do not afford the note holder avenues of recourse in a default that could or would impact the Company adversely in the normal course of business, as the terms lack provisions for rights or claims against the Company’s assets, nor is there a scenario where a default could force liquidation of the Company. Management believes that even in the event of default of one or many of these notes, the Company would be able to negotiate a waiver of the default either through an extension of the maturity or principal repayment schedule. To satisfy the maturity of these corporate notes, the Company intends to raise $20 million of preferred stock series AA financing through its Reg A+ offering, which was qualified on March 12, 2024, and refinance existing 12-month term notes into a new 36-month term corporate note program. From the balance sheet date through March 31, 2025, the Company has successfully refinanced $2.7 million of 12-month term corporate notes into the 36-month term corporate note program. In addition to the financing actions noted, management continues to execute various plans implemented in the year to address operating losses and near-term maturities or demands for repayment of its notes. Consistent with reported actions taken in prior fiscal periods, management plans to continue to i) reduce operating costs, ii) collect all or part of its $7.7 million in receivables, iii) collect all or part of its $16.1 million in investments from its managed funds, iv) increase capital raise through continued expansion of fundraising channels, v) sell or accept investment into its corporate headquarters, vi) place debt on unencumbered assets, and/or vii) generate planned cash from operations. After consideration of the implemented and planned actions, management concluded these plans are not within the Company’s control and therefore cannot be deemed probable. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

Leases - Rental Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Rental Revenue (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Lessor, Lease, Description [Line Items]
Total	$ 2,070	$ 1,574
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Total	Total
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration]	Total	Total
Excluding consolidated VIE
Lessor, Lease, Description [Line Items]
Fixed	$ 1,859	$ 1,568
Variable	211	6
VIE, primary beneficiary
Lessor, Lease, Description [Line Items]
Fixed	870	3,520
Variable	558	525
Total	$ 1,428	$ 4,045

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash Flows From Operating Activities
Net loss	$ (21,470)	$ (27,594)
Adjustments to reconcile net loss to net cash from operating activities:
Non-cash interest income	(184)	0
Changes in operating assets and liabilities:
Net cash provided by (used in) the Company's operating activities	555	(18,720)
Cash Flows From Investing Activities
Net cash used in the Company's investing activities	(19,629)	(5,364)
Cash Flows From Financing Activities
Payment of loan extinguishment fees	(9)	0
Net cash provided by the Company's financing activities	6,331	25,790
Net Change in Cash and Restricted Cash	(12,743)	1,706
Cash and Restricted Cash at Beginning of Period	17,640	15,934
Cash and Restricted Cash at End of Period	4,897	17,640
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	2,315	3,805
Restricted cash at end of period	2,582	13,835
Cash and Restricted Cash at End of Period	4,897	17,640
Excluding consolidated VIE
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	593	527
Non-cash lease expense and gain on lease extinguishment	21	(280)
Non-cash performance allocations	0	(2,382)
Equity-based compensation	2,378	3,726
(Gain) loss on disposal of furniture, fixtures and equipment	(46)	0
Loss on extinguishment of debt	12	0
Loss on investments in unconconsolidated entities	4,772	1,339
Impairment	(10)	0
Amortization of above-market/below market leases and straight-line rent, net	404	203
Amortization of deferred financing costs	73	34
Bad debt expense	3,995	0
Changes in operating assets and liabilities:
Due from related parties	2,301	(1,897)
Prepaid expenses, right-of-use assets and other assets	(654)	3,169
Accounts payable and accrued expenses	1,546	931
Due to related parties	(11)	86
Lease liabilities and other liabilities	(131)	94
Cash Flows From Investing Activities
Investments in real estate assets	(882)	(250)
Acquisition of real estate assets	0	(3,015)
Proceeds from the sale of real estate assets	0	10
Payment received on notes receivable - related parties	8,158	930
Investments in unconsolidated entities	(1,260)	(182)
Funding of notes receivable - related parties	(1,105)	(980)
Cash Flows From Financing Activities
Payment of deferred financing costs	(100)	(253)
Proceeds from the issuance of preferred stock	1,974	0
Proceeds from the issuance of common stock, net of issuance costs	6	2,599
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	(4,365)
Excluding consolidated VIE \| Nonrelated party
Cash Flows From Financing Activities
Proceeds from notes payable	3,465	26,605
Repayments of notes payable	(6,553)	(3,697)
VIE, primary beneficiary
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	5,580	10,358
Non-cash lease expense and gain on lease extinguishment	(9)	(53)
(Gain) loss on disposal of furniture, fixtures and equipment	(9)	687
Loss (gain) on the disposition of real estate	294	(4,976)
Loss on extinguishment of debt	0	238
(Gain) loss on derivative instruments	(311)	515
Amortization of above-market/below market leases and straight-line rent, net	(164)	(409)
Amortization of deferred financing costs	353	1,543
Bad debt expense	84	0
Changes in operating assets and liabilities:
Due from related parties	(412)	3
Prepaid expenses, right-of-use assets and other assets	757	(8,040)
Accounts payable and accrued expenses	1,037	1,141
Due to related parties	1,028	1,503
Lease liabilities and other liabilities	(86)	1,264
Amortization of advanced key money	(12)	(75)
Accounts receivable, net	(1,256)	(375)
Cash Flows From Investing Activities
Investments in real estate assets	(2,857)	(13,744)
Acquisition of real estate assets	0	(6,643)
Proceeds from the sale of real estate assets	0	26,075
Payment received on notes receivable - related parties	16,771	8,423
Consolidation of VIEs	0	12,927
Deconsolidation of VIEs	(17,293)	(12,952)
Funding of notes receivable - related parties	(21,161)	(15,963)
Cash Flows From Financing Activities
Payment of deferred financing costs	(1,352)	(2,782)
Proceeds from notes payable	16,586	69,654
Repayments of notes payable	(17,460)	(79,031)
Contributions from noncontrolling interest holders	16,635	26,096
Redemptions of noncontrolling interests	(751)	(10,045)
Distributions to noncontrolling interest holders	(6,110)	(10,014)
VIE, primary beneficiary \| Related party
Cash Flows From Financing Activities
Proceeds from notes payable	511	10,008
Repayments of notes payable	$ (511)	$ (2,802)

Income Taxes - Change In Valuation Allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Valuation Allowance [Roll Forward]
Valuation allowance at the beginning of the year	$ 6,972
Valuation allowance at the end of the year	11,703	$ 6,972
VIE, primary beneficiary
Valuation Allowance [Roll Forward]
Valuation allowance at the beginning of the year	6,972	3,634
Changes in valuation allowance recorded during the year	4,731	3,338
Valuation allowance at the end of the year	$ 11,703	$ 6,972

Real Estate Investments (Tables)

12 Months Ended

Dec. 31, 2024

Real Estate [Abstract]

Schedule of Asset Acquisition

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 year ended December 31, 2023 (in thousands):


	Year Ended December 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

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 year ended December 31, 2023 (in thousands):



	Year Ended December 31, 2023
Real estate investments, at cost
Land and land improvements	$	599
Building and building improvements	3,938
Furniture, fixtures and equipment	2,106

Total purchase price of assets acquired	$	6,643

VIEs (Tables)

12 Months Ended

Dec. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The consolidation of the Caliber Hospitality

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


Assets	Year Ended December 31, 2023
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

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 10 – Income Taxes

The following table shows the components of the income tax provision (benefit) from total operations for the years ended December 31, 2024 and 2023 (in thousands):


	Years Ended December 31,
	2024		2023
Current income tax provision (benefit)
Federal	$	—	$	—
State	—		—
Total	—		—

Deferred income tax provision (benefit)
Federal	(4,023)		(2,887)
State	(708)		(451)
Total	(4,731)		(3,338)

Adjustment to valuation allowance	4,731		3,338
Total income tax provision (benefit)	$	—	$	—

The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023:


	Years Ended December 31,
	2024		2023
U.S. federal statutory tax rate	21.0	%	21.0	%
State taxes, net of federal benefit	3.7	%	3.6	%
Income passed through to noncontrolling interest, federal tax	(1.7)	%	(11.3)	%
Income passed through to noncontrolling interest, state tax	(0.3)	%	(2.0)	%
Permanent differences, VIEs	(0.1)	%	(0.8)	%
Prior period return-to-provision adjustments	0.0	%	1.9	%
Nondeductible expenses	(0.5)	%	(0.3)	%
Change in valuation allowance	(22.1)	%	(12.1)	%
Effective income tax rate	0.0	%	0.0	%

The following table summarizes the components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 (in thousands):


	December 31, 2024		December 31, 2023
Deferred tax assets:
Net operating loss carryforwards	$	17,837	$	13,632
Sec 362 basis Step-up	439		439
Deferred compensation	1,929		1,780
Fixed assets	17		—
Employee stock based compensation	1,299		820
Allowance for doubtful accounts	1,018		—
Realized gain/loss on investments	1,001		—
Other	682		1,769
Total deferred tax assets	24,222		18,440
Deferred tax liabilities:
Passthrough income/loss from partnerships	(12,196)		(9,399)
Fixed assets	—		(447)
Other	(323)		(1,622)
Total deferred tax liabilities	(12,519)		(11,468)
Valuation allowance	(11,703)		(6,972)
Net deferred tax assets	$	—	$	—

As of December 31, 2024, the Company had approximately $72.3 million and $71.3 million of federal and state net operating losses (“NOL”), respectively, available to offset future taxable income. As of December 31, 2023, the Company had approximately $59.5 million and $59.8 million of federal and state NOL, respectively, available to offset future taxable income. The federal NOLs arising in 2017 and prior, if not utilized, begin expiring in the year 2035. Federal NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely but are subject to an 80% of taxable income limitation. The Arizona state NOLs arising in 2015, if not utilized, begin expiring in the year 2035. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s federal NOL carryovers may be limited in the event of a change in control of ownership.

In assessing the need for a valuation allowance against its net deferred tax assets, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considered cumulative tax losses as a significant piece of negative evidence and established a full valuation allowance of $11.7 million and $7.0 million against the Company’s net deferred tax assets as of December 31, 2024 and 2023, respectively.

The changes to the Company’s valuation allowance during the years ended December 31, 2024 and 2023 were as follows (in thousands):


	Years Ended December 31,
	2024		2023
Valuation allowance at the beginning of the year	$	6,972	$	3,634
Changes in valuation allowance recorded during the year	4,731		3,338
Valuation allowance at the end of the year	$	11,703	$	6,972

The Company and its subsidiaries are subject to the following significant taxing jurisdictions: U.S., Alaska, Arizona, California, Colorado, Florida, Missouri, Oregon, and Texas. The Company is currently not under income tax examination in any tax jurisdiction.

Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different from what was reported on the tax returns. We are currently open to audit under the statute of limitations by the United States Internal Revenue Service as well as state taxing authorities for the past four years (three years in some states). However, due to NOL carryforwards not being utilized, all periods are open to potential examinations. Any penalties and interest related to unrecognized tax benefits would be classified as income tax expense in the accompanying consolidated statements of operations.

We apply U.S. GAAP related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We do not believe that there are any positions taken by the Company which would require recognition or disclosure in these financial statements for the years ended December 31, 2024 and 2023.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)
-Publisher FASB
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+ Details

Related Party Transactions - Schedule of Notes Payable (Details) - Related party - VIE, primary beneficiary - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Notes payable	$ 2,047	$ 12,055
Caliber Tax Advantaged Opportunity Zone Fund, LP
Debt Instrument [Line Items]
Notes payable	0	8,012
Caliber Tax Advantaged Opportunity Zone Fund II, LP
Debt Instrument [Line Items]
Notes payable	0	4,043
Caliber Fixed Income Fund III
Debt Instrument [Line Items]
Notes payable	$ 2,047	$ 0
Interest Rate	13.00%

- Definition

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

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+ Details

Related Party Transactions - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Allowance for doubtful accounts	$ (4,000,000.0)	$ 0
Excluding consolidated VIE
Related Party Transaction [Line Items]
Due from related parties, net of $4.0 million of allowance for doubtful accounts	7,070,000	9,759,000
Other liabilities	750,000	420,000
VIE, primary beneficiary
Related Party Transaction [Line Items]
Due from related parties, net of $4.0 million of allowance for doubtful accounts	320,000	12,000
Allowance for doubtful accounts	0	0
Other liabilities	639,000	2,400,000
Related party \| Excluding consolidated VIE
Related Party Transaction [Line Items]
Notes receivable, interest income	200,000	0
Interest receivable	0	0
Other liabilities	313,000	257,000
Related party \| VIE, primary beneficiary
Related Party Transaction [Line Items]
Notes receivable, interest income	5,900,000	3,700,000
Interest receivable	300,000	0
Other liabilities	79,000	101,000
Interest expense, debt	300,000	1,200,000
Interest payable	0	100,000
Related party \| Other \| Excluding consolidated VIE
Related Party Transaction [Line Items]
Due from related parties, net of $4.0 million of allowance for doubtful accounts	800,000	1,900,000
Related party \| Other \| VIE, primary beneficiary
Related Party Transaction [Line Items]
Due from related parties, net of $4.0 million of allowance for doubtful accounts	0	0
Other liabilities	100,000	0
Asset management revenues \| Related party \| Excluding consolidated VIE
Related Party Transaction [Line Items]
Due from related parties, net of $4.0 million of allowance for doubtful accounts	$ 6,200,000	$ 7,800,000

Derivative Instruments

12 Months Ended

Dec. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Note 15 – 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 December 31, 2024 and 2023, the Company did not have any derivatives designated as hedging instruments.

Derivatives Not Designated as Hedging Instruments


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


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


	Statement of Operations Location	Years Ended December 31,
Type of Derivative		2024		2023
Interest rate swap (1)	Consolidated funds - hospitality expenses	$	346	$	(440)
Interest rate cap (2)	Consolidated funds - hospitality expenses	(35)		(75)
Total		$	311	$	(515)

______________________________

(1) During the year ended December 31, 2024, the interest rate swap was terminated.

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

VIEs - Narrative (Details) $ in Millions		12 Months Ended
VIEs - Narrative (Details) $ in Millions	Mar. 07, 2024 USD ($) entity	Dec. 31, 2024 entity	Dec. 31, 2023 fund
Variable Interest Entity [Line Items]
Number of entities deconsolidated, sold		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 in cash net of closing costs	$ 4.9
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

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

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – 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 The Company determines 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. The Company analyzes any investments in VIEs to determine if the Company is 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. The Company consolidates any VIEs for which the Company is the primary beneficiary and the Company discloses its 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, the Company consolidates an entity if it has a controlling financial interest. The Company has a controlling financial interest in a VOE if (i) for legal entities other than partnerships, the Company owns a majority voting interest in the entity or, for limited partnerships and similar entities, the Company owns 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 the Company does not control the entity. 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, net on the accompanying consolidated statements of operations. We evaluate our investments in unconsolidated entities for impairment when events and circumstances indicate that the fair value of the entities might be less than the carrying value. 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 December 31, 2024 and 2023, the carrying amount of our investments in unconsolidated entities was $15.6 million, net of an impairment charge of $4.0 million, and $3.3 million, respectively. During the year ended December 31, 2024, the Company deconsolidated the Caliber Hospitality Trust, Inc. (the “Caliber Hospitality Trust”) and Caliber Hospitality, LP, which included activity from six hospitality funds, Elliot & 51st St LLC (“Elliot”), DT Mesa Holdco II, LLC (“DT Mesa”), and Caliber Fixed Income Fund III (“CFIF III”). At which time, the Company’s investment in the Caliber Hospitality Trust, Caliber Hospitality, LP, Elliot, DT Mesa, and CFIF III, were no longer eliminated and are included in investments in unconsolidated entities in the accompanying consolidated balance sheets as of December 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 years ended December 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 three to seven 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 the years ended December 31, 2024 and 2023, depreciation expense for the Company was $0.6 million and $0.5 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 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 years ended December 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 activities completed through its Platform, including the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, Kansas, Texas, and Virginia. 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; 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 revenue recognition for 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 obligation(s) 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 December 31, 2024 and 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. Accounts Receivable Accounts receivable primarily consists of reimbursable expenses from third-party development projects. The Company continually reviews receivables and determines collectability by taking into consideration the history of past write-offs, collections, current credit conditions, payment history, and the financial condition of the related third-party service providers. In the event that the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in operating costs on the accompanying consolidated statements of operations. Earnings Per Share Basic earnings per share attributable to common stockholders is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares outstanding during each period. The computation of diluted income (loss) per share attributable to common stockholders further assumes the potential dilutive effect of potential common shares, which includes common shares, consisting of (a) stock options and warrants using the treasury stock method, and (b) convertible debt and preferred stock using the if-converted method. To the extent the inclusion of potential common shares is anti-dilutive, the potential common shares are excluded from the computation of diluted income (loss) per share attributable to common stockholders. See Note 13 – Net Income (Loss) Per Share for the calculation of earnings per share. Related Parties In the normal course of business, the Company enters into transactions with related parties. Related parties include affiliates of the entity, entities under common control of the Company, significant stockholders and executive management, and other parties that can significantly influence the management and operating policies of the Company. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward. We recognize the impact of an income tax position, if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Any related interest and penalties would be classified as income taxes in the accompanying consolidated statements of operations. See Note 10 – Income Taxes for more detail. Share-Based Compensation In July 2017, the Company’s Board of Directors approved the 2017 Incentive Stock Plan (the “2017 Plan”), which was amended and restated in December 2021 to authorize the issuance of up to 10.0 million shares of common stock. The Company estimates the fair value of stock options using the Black-Scholes valuation model, which requires certain assumptions that can materially impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, and the expected term of stock option awards. Management elected to recognize forfeitures as they occur pursuant to ASU 2016-09, Compensation — Stock Compensation. As a result, no forfeiture rate was assumed. The fair value of restricted stock units is based on the fair value of the Company’s common stock at the date of grant. In July 2024, the Board of Directors approved the 2024 Incentive Stock Plan (the “2024 Plan”) which will be used for future share-based compensation arrangements going forward. As of December 31, 2024, a limited number of awards have been issued under the new plan. Segments See Note 18 – Segments for detail of the Company’s segment reporting policy. 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 building and building improvements are generally 15 to 40 years. The estimated useful lives of our furniture, fixtures and equipment are generally three to seven years beginning in the first full month the asset is placed in service. For the years ended December 31, 2024 and 2023, depreciation expense was $5.6 million and $10.4 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 years ended December 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. Deferred Financing Costs Deferred financing costs represent costs incurred in connection with obtaining long-term debt and are capitalized and amortized over the term of the related debt obligation using the straight-line method. Capitalized deferred financing costs, net of accumulated amortization, are offset against and included in notes payable, net in the accompanying consolidated balance sheets. 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 $1.4 million and $4.0 million for the years ended December 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. In accordance with ASC 842, Leases (“ASC 842”), 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 December 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 $5.9 million and $3.7 million for the years ended December 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. In the event that the collectability of a receivable is uncertain, our consolidated funds will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying consolidated statements of operations. Our consolidated funds had no allowance for doubtful accounts as of December 31, 2024 and 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. The Company adopted the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective for Companies with fiscal years beginning after December 15, 2023, 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. It is effective for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As of December 31, 2024, the Company has adopted ASU 2023-07. See Note 18 – Segments for detail. 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. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of ASU 2024-03 on our consolidated financial statements.

Other Liabilities

12 Months Ended

Dec. 31, 2024

Other Liabilities Disclosure [Abstract]

Other Liabilities

Note 9 – Other Liabilities

Other Liabilities of the Company

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


	December 31, 2024		December 31, 2023

Below market leases, net	$	20	$	171
Tenant improvement allowance	103		99
Deposits (1)	154		113



Other	473		37
Total other liabilities	$	750	$	420

_________________________________

(1) Includes tenant security deposits.

Other Liabilities of the Consolidated Funds

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


	December 31, 2024		December 31, 2023
Advance key money, net	$	—	$	825
Deposits (1)	171		531
Sales tax payable	97		674






Other	371		370
Total other liabilities	$	639	$	2,400

______________________________

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

Income Taxes - Components Of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Deferred income tax provision (benefit)
Benefit from income taxes	$ 0	$ 0
VIE, primary beneficiary
Current income tax provision (benefit)
Federal	0	0
State	0	0
Total	0	0
Deferred income tax provision (benefit)
Federal	(4,023)	(2,887)
State	(708)	(451)
Total	(4,731)	(3,338)
Adjustment to valuation allowance	4,731	3,338
Benefit from income taxes	$ 0	$ 0

Segments - Narrative (Detail) $ in Millions	12 Months Ended
Segments - Narrative (Detail) $ in Millions	Dec. 31, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Dec. 31, 2022 segment
Segment Reporting Information [Line Items]
Number of operating segments \| segment	1		3
Payroll and payroll related costs	$ 17.8	$ 19.4
Revenue	$ 20.9	$ 20.6
Excluding consolidated VIE
Segment Reporting Information [Line Items]
Increase (decrease) in revenues, percent	0.015

- Definition

+ References

+ Details

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Contingency [Line Items]
Valuation allowance	$ 11,703	$ 6,972
VIE, primary beneficiary
Income Tax Contingency [Line Items]
Valuation allowance	11,703	6,972	$ 3,634
VIE, primary beneficiary \| Domestic Tax Authority
Income Tax Contingency [Line Items]
Net operating losses ("NOL")	72,300	59,500
VIE, primary beneficiary \| State and Local Jurisdiction
Income Tax Contingency [Line Items]
Net operating losses ("NOL")	$ 71,300	$ 59,800

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	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	Variable Interest Entities The Company determines 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. The Company analyzes any investments in VIEs to determine if the Company is 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. The Company consolidates any VIEs for which the Company is the primary beneficiary and the Company discloses its 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, the Company consolidates an entity if it has a controlling financial interest. The Company has a controlling financial interest in a VOE if (i) for legal entities other than partnerships, the Company owns a majority voting interest in the entity or, for limited partnerships and similar entities, the Company owns 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 the Company does not control the entity.
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, net on the accompanying consolidated statements of operations. We evaluate our investments in unconsolidated entities for impairment when events and circumstances indicate that the fair value of the entities might be less than the carrying value. 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 three to seven 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.
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 activities completed through its Platform, including the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, Kansas, Texas, and Virginia. 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; 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 revenue recognition for 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 obligation(s) 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	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 December 31, 2024 and 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.
Accounts Receivable	Accounts Receivable Accounts receivable primarily consists of reimbursable expenses from third-party development projects. The Company continually reviews receivables and determines collectability by taking into consideration the history of past write-offs, collections, current credit conditions, payment history, and the financial condition of the related third-party service providers. In the event that the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in operating costs on the accompanying consolidated statements of operations. Accounts Receivable Accounts receivable primarily consists of amounts due from guests or groups for hotel rooms and services provided by the hotel properties. Accounts receivable also include due, but unpaid, rental payments. Our consolidated funds continually review receivables and determine collectability by taking into consideration the history of past write-offs, collections, current credit conditions, tenant payment history, the financial condition of the tenants, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is uncertain, our consolidated funds will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying consolidated statements of operations.
Earnings Per Share	Earnings Per Share Basic earnings per share attributable to common stockholders is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares outstanding during each period. The computation of diluted income (loss) per share attributable to common stockholders further assumes the potential dilutive effect of potential common shares, which includes common shares, consisting of (a) stock options and warrants using the treasury stock method, and (b) convertible debt and preferred stock using the if-converted method. To the extent the inclusion of potential common shares is anti-dilutive, the potential common shares are excluded from the computation of diluted income (loss) per share attributable to common stockholders. See Note 13 – Net Income (Loss) Per Share for the calculation of earnings per share.
Related Parties	Related Parties In the normal course of business, the Company enters into transactions with related parties. Related parties include affiliates of the entity, entities under common control of the Company, significant stockholders and executive management, and other parties that can significantly influence the management and operating policies of the Company.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward. We recognize the impact of an income tax position, if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Any related interest and penalties would be classified as income taxes in the accompanying consolidated statements of operations.
Share-Based Compensation	Share-Based Compensation In July 2017, the Company’s Board of Directors approved the 2017 Incentive Stock Plan (the “2017 Plan”), which was amended and restated in December 2021 to authorize the issuance of up to 10.0 million shares of common stock. The Company estimates the fair value of stock options using the Black-Scholes valuation model, which requires certain assumptions that can materially impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, and the expected term of stock option awards. Management elected to recognize forfeitures as they occur pursuant to ASU 2016-09, Compensation — Stock Compensation. As a result, no forfeiture rate was assumed. The fair value of restricted stock units is based on the fair value of the Company’s common stock at the date of grant. In July 2024, the Board of Directors approved the 2024 Incentive Stock Plan (the “2024 Plan”) which will be used for future share-based compensation arrangements going forward. As of December 31, 2024, a limited number of awards have been issued under the new plan.
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.
Deferred Financing Costs	Deferred Financing Costs Deferred financing costs represent costs incurred in connection with obtaining long-term debt and are capitalized and amortized over the term of the related debt obligation using the straight-line method. Capitalized deferred financing costs, net of accumulated amortization, are offset against and included in notes payable, net in the accompanying consolidated balance sheets.
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 $1.4 million and $4.0 million for the years ended December 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. In accordance with ASC 842, Leases (“ASC 842”), 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 December 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 $5.9 million and $3.7 million for the years ended December 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. The Company adopted the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, effective for Companies with fiscal years beginning after December 15, 2023, 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. It is effective for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. As of December 31, 2024, the Company has adopted ASU 2023-07. See Note 18 – Segments for detail. 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. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) to improve the disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in this update should be applied either prospectively to financial statements issued for reporting periods after the effective date of this update or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the adoption of ASU 2024-03 on our consolidated financial statements.