8-K
CaliberCos Inc. (CWD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 31, 2025
CALIBERCOS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-41703 | 47-2426901 | |||
|---|---|---|---|---|
| (Commission File Number) | (IRS Employer Identification No.) | 8901 E. Mountain View Rd. Ste. 150, Scottsdale, AZ | 85258 | |
| --- | --- | |||
| (Address of Principal Executive Offices) | (Zip Code) |
(480) 295-7600
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| Class A Common Stock, par value $0.001 | CWD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02. Results of Operations and Financial Condition.
On March 31, 2025, CaliberCos Inc. (the “Company”) issued a press release reporting fourth quarter financial results. A copy of the press release is attached hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.
The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The information under Item 2.02, above, is incorporated herein by reference.
The information reported under Items 2.02 and 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit<br><br>No. | Exhibit |
|---|---|
| 99.1 | Press release dated March31, 2025 relating to fourth quarter financial results and related matters |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CaliberCos Inc. | ||
|---|---|---|
| April 1, 2025 | ||
| By: | /s/ John C. Loeffler, II | |
| Name: | John C. Loeffler, II | |
| Title: | Chairman and Chief Executive Officer |
Document
Exhibit 99.1
CALIBER REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS
2024 Platform revenue increased 1.9% compared to prior year
2024 cost reductions position Caliber for improved 2025
SCOTTSDALE, Ariz., March 31, 2025 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the fourth quarter and full year ended December 31, 2024.
Fourth Quarter 2024 (compared to fourth quarter 2023)
•Platform revenue of $4.6 million, compared to $7.2 million
◦Asset management revenue of $4.6 million drove the stated results
◦No significant performance allocations were earned, compared to prior period
•Platform net loss of $11.6 million, or $0.52 per diluted share, compared to Platform net loss of $1.9 million, or $0.09 per diluted share
◦Losses largely impacted by $8.6 million of one-time non-cash allowances and write-downs in accounts receivable and investments, respectively, in the fourth quarter
•Platform Adjusted EBITDA loss of $1.0 million, compared to Platform Adjusted EBITDA of $1.6 million
Full Year 2024 Platform Financial Highlights (compared to full year 2023)
•Platform revenue of $21.0 million, compared to $20.6 million
◦Asset management revenue of $20.6 million drove the stated results
◦Performance allocations of $0.4 million
•Platform net loss of $19.6 million, or $0.89 per diluted share, compared to Platform net loss of $11.8 million, or $0.59 per diluted share
◦Losses largely impacted by $8.6 million of one-time non-cash allowances and write-downs in accounts receivable and investments, respectively, in the fourth quarter
•Platform Adjusted EBITDA loss of $2.7 million, compared to Platform Adjusted EBITDA loss of $1.3 million
Exhibit 99.1
•Fair value assets under management (“FV AUM”) of $794.9 million, a 7.2% increase compared to December 31, 2023, primarily due to the acquisitions of the West Ridge property in Colorado and Canyon Corporate Plaza property in Arizona, net market appreciation, and construction activity; partially offset by land parcel sales at Johnstown and the sale of a self-storage property
•Managed capital of $492.5 million, a 12.5% increase compared to December 31, 2023, with originations of $69.0 million, partially offset by return of capital of $14.0 million
Management Commentary
“In 2024, we took decisive steps to position Caliber for long-term, sustainable profitability,” said Chris Loeffler, CEO of Caliber. “In May, we began implementing operating cost reductions to realign our expense structure with current market dynamics. These efforts began delivering measurable benefits in the second half of the year, with the full $6 million annualized impact expected in 2025.”
“Looking ahead, we have refined our strategy to focus on three specific asset classes – hospitality, multi-family and multi-tenant industrial – each of which is well positioned for growth. Additionally, we intend to increase our portfolio of income-producing assets and decrease the number of development projects. We believe this sharper focus will accelerate our path to consistent profitability. In addition, we are seeing early traction in our 1031 exchange program, which offers investors a compelling opportunity to access high-quality, income-generating assets, and we recently closed our first transaction.”
“As we exit a challenging period for commercial real estate investment, we believe we are well-positioned to capitalize on emerging opportunities with a leaner expense structure and more narrowly defined objectives that will help us achieve positive net operating income for the full year 2025.”
Business Update
The following are key milestones completed both during and subsequent to the fourth quarter ended December 31, 2024.
•On November 26, 2024, Caliber raised capital of $2.0 million from the sale of its series A non-cumulative preferred stock and warrants to one investor.
•On March 17, 2025, Caliber announced it had been qualified by the U.S. Securities and Exchange Commission to offer Series AA Cumulative Preferred Stock to raise up to $20.0 million through the offering of 800,000 shares with an initial stated value of $25.00 per share.
•On March 20, 2025, Caliber entered into a securities purchase agreement with Mast Hill Fund L.P. (“Mast”), issuing a senior secured promissory note worth up to $1,666,666.67, 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 million of common stock. This agreement also includes a common stock purchase warrant for an additional 200,000 shares at $1.50 per share.
•On March 27, 2025, Caliber announced the launch of the Caliber 1031 Exchange, a full-service program that offers accredited investors access to highly curated real estate investment opportunities, enabling them to defer capital gains while diversifying their portfolios.
Fourth Quarter 2024 Consolidated Financial Results (compared to fourth quarter 2023)
•Total consolidated revenue of $8.7 million, compared to $23.9 million reflecting the deconsolidation of Caliber Hospitality, LP and CHT, in March 2024, and DT Mesa in September 2024
•Consolidated net loss attributable to Caliber of $11.4 million, or $0.51 per diluted share, compared to net loss attributable to Caliber of $2.4 million or $0.11 per diluted share
•Consolidated Adjusted EBITDA of $1.5 million, compared to Consolidated Adjusted EBITDA of $6.5 million
Full Year 2024 Consolidated Financial Results (compared to full year 2023)
•Total consolidated revenue of $51.1 million, compared to $90.9 million reflecting the deconsolidation of Caliber Hospitality, LP and CHT, in March 2024, and DT Mesa in September 2024
•Consolidated net loss attributable to Caliber of $19.8 million, or $0.90 per diluted share, compared to net loss attributable to Caliber of $12.7 million or $0.63 per diluted share
•Consolidated Adjusted EBITDA of $7.0 million, compared to Consolidated Adjusted EBITDA of $10.2 million
Conference Call Information
Caliber will host a conference call today, Monday, March 31, 2025, at 5:00 p.m. Eastern Time (ET) to discuss its fourth quarter and full year 2024 financial results and business outlook. To access this call, dial 1-800-717-1738 (domestic) or 1-646-307-1865 (international). A live webcast of the conference call will be available via the investor relations section of Caliber’s website under “Financial Results.” The webcast replay of the conference call will be available on Caliber’s website shortly after the call concludes.
Platform Financial Highlights
Within this earnings release, we refer to performance results of the ‘Platform’. Platform refers to the performance of CWD itself, excluding the performance of any assets and funds that are included in our consolidated results, as required by the Generally Accepted Accounting Principles (“GAAP”). Management believes that Platform performance offers the most meaningful information needed to understand the value of CWD. The assets and funds that are consolidated into our GAAP presentation are included because Caliber is a guarantor of debt held by these assets and funds.
While GAAP consolidation rules require CWD to include the performance and cash flows of these assets and funds in our consolidated financial information, CWD does not benefit from the performance of those assets and funds, except to the extent that CWD earns fees from managing the assets and funds (which are included in the Platform results). Management believes presenting Platform results, which exclude consolidated assets, directly shows the business performance that CWD stockholders benefit from.
Consolidated Financial Results
Caliber’s GAAP consolidated financial statements have been impacted by the deconsolidation of certain variable interest entities’ assets, liabilities, revenues, and expenses. These entities were deconsolidated because Caliber was no longer a guarantor on the respective entities’ third-party debt. Caliber’s GAAP financial metrics are impacted by the timing of deconsolidation. As such, prior periods presented may not be comparable due to the deconsolidation of certain entities in the current period.
About Caliber (CaliberCos Inc.) (NASDAQ: CWD)
With more than $2.9 billion of managed assets, including estimated costs to complete assets under development, Caliber’s 15-year track record of managing and developing real estate is built on a singular goal: make money in all market conditions. Our growth is fueled by our performance and our competitive advantage: we invest in projects, strategies, and geographies that global real estate institutions do not. Integral to our competitive advantage is our in-house shared services group, which offers Caliber greater control over our real estate and visibility to future investment opportunities. There are multiple ways to participate in Caliber’s success: invest in Nasdaq-listed CaliberCos Inc. and/or invest directly in our Private Funds.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate including, but not limited to, the Company’s ability to adequately grow cumulative fundraising, AUM and annualized platform revenue to meet 2026 targeted goals, and the viability of and ability of the Company to adequately access the real estate and capital markets. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the Company’s public offering filed with the SEC and other reports filed with the SEC thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
CONTACTS:
Caliber:
Victoria Rotondo
+1 480-295-7600
Victoria.Rotondo@caliberco.com
Investor Relations:
Lisa Fortuna, Financial Profiles
+1 310-622-8251
ir@caliberco.com
Media Relations:
Kelly McAndrew, Financial Profiles
+1 310-622-8239
KMcAndrew@finprofiles.com
NON-GAAP RECONCILIATIONS
(AMOUNTS IN THOUSANDS) (UNAUDITED)
The following information reconciles the performance of the Platform to the consolidated GAAP presentation. Management believes that the Platform view of Caliber’s performance is more meaningful to a CWD shareholder as it includes all revenues and expenses generated by Caliber and its wholly-owned subsidiaries.
ASSET MANAGEMENT PLATFORM(1)
(AMOUNTS IN THOUSANDS) (UNAUDITED)
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unconsolidated (Wholly - Owned) | Impact of Consolidated Fund and Eliminations | Consolidated | Unconsolidated (Wholly - Owned) | Impact of Consolidated Fund and Eliminations | Consolidated | |||||||
| Revenues | ||||||||||||
| Asset management | $ | 20,563 | $ | (3,684) | $ | 16,879 | $ | 16,982 | $ | (6,411) | $ | 10,571 |
| Performance allocations | 379 | (21) | 358 | 3,656 | (17) | 3,639 | ||||||
| Consolidated funds – hospitality revenue | — | 26,476 | 26,476 | — | 68,905 | 68,905 | ||||||
| Consolidated funds – other revenue | — | 7,406 | 7,406 | — | 7,822 | 7,822 | ||||||
| Total revenues | 20,942 | 30,177 | 51,119 | 20,638 | 70,299 | 90,937 | ||||||
| Expenses | ||||||||||||
| Operating costs | 24,904 | (965) | 23,939 | 21,808 | (497) | 21,311 | ||||||
| General and administrative | 6,817 | (41) | 6,776 | 6,807 | (37) | 6,770 | ||||||
| Marketing and advertising | 751 | — | 751 | 1,053 | (1) | 1,052 | ||||||
| Depreciation and amortization | 598 | (5) | 593 | 551 | (1) | 550 | ||||||
| Consolidated funds – hospitality expenses | — | 26,503 | 26,503 | — | 80,669 | 80,669 | ||||||
| Consolidated funds – other expenses | — | 5,870 | 5,870 | — | 9,162 | 9,162 | ||||||
| Total expenses | 33,070 | 31,362 | 64,432 | 30,219 | 89,295 | 119,514 | ||||||
| Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Unconsolidated (Wholly - Owned) | Impact of Consolidated Fund and Eliminations | Consolidated | Unconsolidated (Wholly - Owned) | Impact of Consolidated Fund and Eliminations | Consolidated | |||||||
| Consolidated funds - other - gain on sale of real estate investments | — | — | — | — | 4,976 | 4,976 | ||||||
| Other income (expenses), net | (2,654) | (439) | (3,093) | 649 | (275) | 374 | ||||||
| Interest income | 559 | (199) | 360 | 1,863 | (1,513) | 350 | ||||||
| Interest expense | (5,424) | — | (5,424) | (4,716) | (1) | (4,717) | ||||||
| Net (loss) before income taxes | $ | (19,647) | $ | 716 | $ | (21,470) | $ | (11,785) | $ | (15,809) | $ | (27,594) |
| Provision for income taxes | — | — | — | — | — | — | ||||||
| Net income (loss) | (19,647) | 716 | (21,470) | (11,785) | (15,809) | (27,594) | ||||||
| Net income attributable to noncontrolling interests | — | (1,693) | (1,693) | — | (14,891) | (14,891) | ||||||
| Net income (loss) attributable to CaliberCos Inc. | $ | (19,647) | $ | 2,409 | $ | (19,777) | $ | (11,785) | $ | (918) | $ | (12,703) |
| Basic Platform income per share | $ | (0.89) | $ | (0.90) | $ | (0.59) | $ | (0.63) | ||||
| Diluted Platform income per share | $ | (0.89) | $ | (0.90) | $ | (0.59) | $ | (0.63) | ||||
| Weighted average common shares outstanding: | ||||||||||||
| Basic | 21,986 | 21,986 | 20,087 | 20,087 | ||||||||
| Diluted | 21,986 | 21,986 | 20,087 | 20,087 |
__________________________________________
(1) Represents the results of our asset management platform, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest.
ASSET MANAGEMENT PLATFORM(1)
(AMOUNTS IN THOUSANDS) (UNAUDITED)
| Three Months Ended December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Platform | Impact of Consolidated Fund and Eliminations | Consolidated | ||||
| Revenues | ||||||
| Asset management | $ | 4,587 | $ | (634) | $ | 3,953 |
| Performance allocations | 1 | — | 1 | |||
| Consolidated funds – hospitality revenue | — | 2,943 | 2,943 | |||
| Consolidated funds – other revenue | — | 1,790 | 1,790 | |||
| Total revenues | 4,588 | 4,099 | 8,687 | |||
| Expenses | ||||||
| Operating costs | 8,933 | (383) | 8,550 | |||
| General and administrative | 1,327 | (11) | 1,316 | |||
| Marketing and advertising | 243 | 1 | 244 | |||
| Depreciation and amortization | 151 | 3 | 154 | |||
| Consolidated funds – hospitality expenses | — | 3,312 | 3,312 | |||
| Consolidated funds – other expenses | — | 465 | 465 | |||
| Total expenses | 10,654 | 3,387 | 14,041 | |||
| Other income (expenses), net | (4,122) | 14 | (4,108) | |||
| Interest income | 45 | (10) | 35 | |||
| Interest expense | (1,466) | — | (1,466) | |||
| Net (loss) income before income taxes | $ | (11,609) | $ | 716 | $ | (10,893) |
| Provision for income taxes | — | — | — | |||
| Net (loss) income | (11,609) | 716 | (10,893) | |||
| Net income attributable to noncontrolling interests | — | 495 | 495 | |||
| Net (loss) income attributable to CaliberCos Inc. | $ | (11,609) | $ | 221 | $ | (11,388) |
| Basic Platform income per share | $ | (0.52) | $ | (0.51) | ||
| Diluted Platform income per share | $ | (0.52) | $ | (0.51) | ||
| Weighted average common shares outstanding: | ||||||
| Basic | 22,456 | 22,456 | ||||
| Diluted | 22,456 | 22,456 | ||||
| (1) Represents the results of our asset management platform, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminate noncontrolling interest. | ||||||
| Three Months Ended December 31, 2023 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Platform | Impact of Consolidated Fund and Eliminations | Consolidated | ||||
| Revenues | ||||||
| Asset management fees | $ | 6,005 | $ | (1,680) | $ | 4,325 |
| Performance allocations | 1,182 | (17) | 1,165 | |||
| Consolidated funds – hospitality revenue | — | 16,897 | 16,897 | |||
| Consolidated funds – other revenue | — | 1,558 | 1,558 | |||
| Total revenues | 7,187 | 16,758 | 23,945 | |||
| Expenses | ||||||
| Operating costs | 5,896 | (790) | 5,106 | |||
| General and administrative | 2,148 | (292) | 1,856 | |||
| Marketing and advertising | 166 | (2) | 164 | |||
| Depreciation and amortization | 354 | (213) | 141 | |||
| Consolidated funds – hospitality expenses | — | 20,993 | 20,993 | |||
| Consolidated funds – other expenses | — | 2,405 | 2,405 | |||
| Total expenses | 8,564 | 22,101 | 30,665 | |||
| Consolidated funds – gain on sale of real estate investments | — | 4,976 | 4,976 | |||
| Other income (expenses), net | 355 | (1,460) | (1,105) | |||
| Interest income | 384 | (313) | 71 | |||
| Interest expense | (1,307) | (2) | (1,309) | |||
| Net loss before income taxes | $ | (1,945) | $ | (2,142) | $ | (4,087) |
| Provision for income taxes | — | — | — | |||
| Net loss | (1,945) | (2,142) | (4,087) | |||
| Net loss attributable to noncontrolling interests | — | (1,726) | (1,726) | |||
| Net loss attributable to CaliberCos Inc. | $ | (1,945) | $ | (416) | $ | (2,361) |
| Basic and Diluted Platform loss per share | $ | (0.09) | $ | (0.11) | ||
| Weighted average common shares outstanding: | ||||||
| Basic and diluted | 21,270 | 21,270 |
PLATFORM REVENUE(1)
(AMOUNTS IN THOUSANDS) (UNAUDITED)
| Three Months Ended December 31, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| Fund set-up fees | $ | — | $ | 53 |
| Fund management fees | 2,844 | 2,461 | ||
| Financing fees | 34 | (2) | ||
| Development and construction fees | 1,685 | 2,856 | ||
| Brokerage fees | 24 | 637 | ||
| Total asset management | 4,587 | 6,005 | ||
| Performance allocations | 1 | 1,182 | ||
| Total revenue | $ | 4,588 | $ | 7,187 |
___________________________________________
(1) Represents the results of our asset management platform, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest.
FVAUM and Managed Capital (UNAUDITED)
The following information summarizes management’s estimates of fair value related to the entire portfolio of investments that Caliber manages and the total amount of capital that is being managed across the portfolio. The fair value of our AUM conveys an indication of the overall health of our investments and potentially how much performance allocation Caliber would earn if those assets were sold. Managed Capital is used to evaluate, among other things, the amount of asset management fees we generate from the portfolio.
FV AUM
(AMOUNTS IN THOUSANDS) (UNAUDITED)
| Balances as of December 31, 2023 | $ | 741,190 |
|---|---|---|
| CHT contribution | 29,900 | |
| Construction and net market appreciation | 10,971 | |
| Assets sold(3) | (12,771) | |
| Credit(1) | (781) | |
| Other(2) | (1,771) | |
| Balances as of March 31, 2024 | 766,738 | |
| Assets acquired(4) | 14,000 | |
| Construction and net market appreciation | 27,994 | |
| Assets sold or disposed(3) | (22,994) | |
| Credit(1) | (12,835) | |
| Other(2) | 310 | |
| Balances as of June 30, 2024 | 773,213 | |
| Assets acquired(4) | 20,590 | |
| Construction and net market appreciation | 11,910 | |
| Credit(1) | (431) | |
| Other(2) | 1,679 | |
| Balances as of September 30, 2024 | $ | 806,961 |
| Construction and net market appreciation | (10,200) | |
| Credit(1) | 1,810 | |
| Other(2) | (3,648) | |
| Balances as of December 31, 2024 | $ | 794,923 |
FV AUM, by asset class
(AMOUNTS IN THOUSANDS) (UNAUDITED)
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Real Estate | ||||
| Hospitality | $ | 68,500 | $ | 67,200 |
| Caliber Hospitality Trust | 236,800 | 201,600 | ||
| Residential | 161,700 | 138,000 | ||
| Commercial | 249,600 | 240,400 | ||
| Total Real Estate | 716,600 | 647,200 | ||
| Credit(1) | 72,351 | 84,588 | ||
| Other(2) | 5,972 | 9,402 | ||
| Total | $ | 794,923 | $ | 741,190 |
___________________________________________
(1) Other FV AUM represents undeployed capital held in our diversified funds.
(2) Credit FV AUM represents loans made to Caliber’s investment funds by our diversified credit fund.
(3) Assets sold during the year ended December 31, 2024 include a commercial asset, lot sales related to two development assets in Colorado, and one home from our residential fund.
(4) Assets acquired during the year ended December 31, 2024, include West Ridge, a 133 acre mixed-use land development in Colorado and Canyon, an office building conversion to multi-family residential.
MANAGED CAPITAL
(AMOUNTS IN THOUSANDS) (UNAUDITED)
| Managed Capital | ||||
|---|---|---|---|---|
| Balances as of December 31, 2023 | $ | 437,625 | ||
| Originations | 19,099 | |||
| Return of capital | (2,819) | |||
| Balances as of March 31, 2024 | 453,905 | |||
| Originations | 18,936 | |||
| Return of capital | (3,041) | |||
| Balances as of June 30, 2024 | 469,800 | |||
| Originations | 23,372 | |||
| Return of capital | (7,900) | |||
| Balances as of September 30, 2024 | $ | 485,272 | ||
| Originations | 7,552 | |||
| Return of capital | (282) | |||
| Balances as of December 31, 2024 | $ | 492,542 | ||
| December 31, 2024 | December 31, 2023 | |||
| Real Estate | ||||
| Hospitality | $ | 49,260 | $ | 43,660 |
| Caliber Hospitality Trust(1) | 97,414 | 70,747 | ||
| Residential | 96,687 | 74,224 | ||
| Commercial | 170,858 | 155,004 | ||
| Total Real Estate(2) | 414,219 | 343,635 | ||
| Credit(3) | 72,351 | 84,588 | ||
| Other(4) | 5,972 | 9,402 | ||
| Total | $ | 492,542 | $ | 437,625 |
_________________________________________
(1) The Company earns a fund management fee of 0.70% of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust.
(2) Beginning during the year ended December 31, 2023, the Company includes capital raised from investors in CaliberCos Inc. through corporate note issuances that was further invested in our funds in Managed Capital. As of December 31, 2024 and December 31, 2023, the Company had invested $16.1 million and $18.3 million, respectively, in our funds.
(3) Credit managed capital represents loans made to Caliber’s investment funds by the Company and our diversified funds. As of December 31, 2024 and December 31, 2023, the Company had loaned $0.4 million and $8.5 million to our funds.
(4) Other managed capital represents undeployed capital held in our diversified funds.
Consolidated GAAP Results
The following information presents our consolidated GAAP results which includes the performance of certain entities we manage where Caliber is the guarantor of debt owed by those entities, despite not having significant equity at risk. As a result of these guarantor commitments, Caliber is required under GAAP to include the assets, liabilities, revenues and expenses of those entities even though a shareholder of CWD stock is neither entitled to nor exposed by those entities’ benefits or obligations. This accounting outcome also removes revenues that we earn from those entities, which a shareholder of CWD stock would be entitled to. See discussion elsewhere related to CWD’s Platform performance.
CALIBERCOS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
| Three Months Ended December 31, | Year Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||
| (unaudited) | ||||||||
| Revenues | ||||||||
| Asset management revenues | $ | 3,953 | $ | 4,325 | $ | 16,879 | $ | 10,571 |
| Performance allocations | 1 | 1,165 | 358 | 3,639 | ||||
| Consolidated funds – hospitality revenues | 2,943 | 16,897 | 26,476 | 68,905 | ||||
| Consolidated funds – other revenues | 1,790 | 1,558 | 7,406 | 7,822 | ||||
| Total revenues | 8,687 | 23,945 | 51,119 | 90,937 | ||||
| Expenses | ||||||||
| Operating costs | 8,550 | 5,106 | 23,939 | 21,311 | ||||
| General and administrative | 1,316 | 1,856 | 6,776 | 6,770 | ||||
| Marketing and advertising | 244 | 164 | 751 | 1,052 | ||||
| Depreciation and amortization | 154 | 141 | 593 | 550 | ||||
| Consolidated funds – hospitality expenses | 3,312 | 20,993 | 26,503 | 80,669 | ||||
| Consolidated funds – other expenses | 465 | 2,405 | 5,870 | 9,162 | ||||
| Total expenses | 14,041 | 30,665 | 64,432 | 119,514 | ||||
| Consolidated funds - gain on sale of real estate investments | — | 4,976 | — | 4,976 | ||||
| Other (loss) income, net | (4,108) | (1,105) | (3,093) | 374 | ||||
| Gain on extinguishment of debt | — | — | — | — | ||||
| Interest income | 35 | 71 | 360 | 350 | ||||
| Interest expense | (1,466) | (1,309) | (5,424) | (4,717) | ||||
| Net (loss) income before income taxes | (10,893) | (4,087) | (21,470) | (27,594) | ||||
| Benefit from income taxes | — | — | — | — | ||||
| Net (loss) income | (10,893) | (4,087) | (21,470) | (27,594) | ||||
| Net (loss) income attributable to noncontrolling interests | 495 | (1,726) | (1,693) | (14,891) | ||||
| Net (loss) income attributable to CaliberCos Inc. | (11,388) | (2,361) | (19,777) | (12,703) | ||||
| Basic net (loss) income per share attributable to common stockholders | $ | (0.51) | $ | (0.11) | $ | (0.90) | $ | (0.63) |
| Diluted net (loss) income per share attributable to common stockholders | $ | (0.51) | $ | (0.11) | $ | (0.90) | $ | (0.63) |
| Weighted average common shares outstanding: | ||||||||
| Basic | 22,456 | 21,270 | 21,986 | 20,087 | ||||
| Diluted | 22,456 | 21,270 | 21,986 | 20,087 |
CALIBERCOS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| Assets | ||||
| Cash | $ | 1,766 | $ | 940 |
| Restricted cash | 2,582 | 2,569 | ||
| Real estate investments, net | 21,572 | 21,492 | ||
| Notes receivable - related parties | — | — | ||
| 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 of consolidated funds | ||||
| Cash | 549 | 2,865 | ||
| Restricted cash | — | 11,266 | ||
| 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 | 320 | 12 | ||
| Operating lease - right of use assets | — | 10,318 | ||
| Prepaid and other assets | 284 | 11,665 | ||
| Total assets | $ | 105,535 | $ | 299,432 |
CALIBERCOS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
| December 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| Liabilities and Stockholders’ Equity | ||||
| Notes payable | $ | 50,450 | $ | 53,799 |
| Accounts payable and accrued expenses | 9,532 | 8,886 | ||
| Due to related parties | 313 | 257 | ||
| Operating lease liabilities | 93 | 119 | ||
| Other liabilities | 750 | 420 | ||
| Liabilities of consolidated funds | ||||
| Notes payable, net | 29,172 | 129,684 | ||
| Notes payable - related parties | 2,047 | 12,055 | ||
| Accounts payable and accrued expenses | 1,207 | 11,736 | ||
| Due to related parties | 79 | 101 | ||
| Operating lease liabilities | — | 13,957 | ||
| Other liabilities | 639 | 2,400 | ||
| Total liabilities | 94,282 | 233,414 | ||
| Commitments and Contingencies (Note 12) | ||||
| Common stock Class A, $0.001 par value; 100,000,000 shares authorized, 15,177,583 and 13,872,671 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively | 15 | 14 | ||
| Common stock Class B, $0.001 par value; 15,000,000 shares authorized, 7,416,414 shares issued and outstanding as December 31, 2024 and December 31, 2023 | 7 | 7 | ||
| 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 |
Definitions
Assets Under Management
AUM refers to the assets we manage or sponsor. We monitor two types of information with regard to our AUM:
i.Managed Capital – we define this as the total capital we fundraise from our customers as investments in our funds. It also includes fundraising into our corporate note program, the proceeds of which were used, in part, to invest in or loan to our funds. We use this information to monitor, among other things, the amount of ‘preferred return’ that would be paid at the time of a distribution and the potential to earn a performance fee over and above the preferred return at the time of the distribution. Our fund management fees are based on a percentage of managed capital or a percentage of assets under management, and monitoring the change and composition of managed capital provides relevant data points for Caliber management to further calculate and predict future earnings.
ii.Fair Value (“FV”) AUM – we define this is as the aggregate fair value of the real estate assets we manage and from which we derive management fees, performance revenues and other fees and expense reimbursements. We estimate the value of these assets quarterly to help make sale and hold decisions and to evaluate whether an existing asset would benefit from refinancing or recapitalization. This also gives us insight into the value of our carried interest at any point in time. We also utilize FV AUM to predict the percentage of our portfolio which may need development services in a given year, fund management services (such as refinance), and brokerage services. As we control the decision to hire for these services, our service income is generally predictable based upon our current portfolio AUM and our expectations for AUM growth in the year forecasted.
Non-GAAP Measures
We use non-GAAP financial measures to evaluate operating performance, identify trends, formulate financial projections, make strategic decisions, and for other discretionary purposes. We believe that these measures enhance the understanding of ongoing operations and comparability of current results to prior periods and may be useful for investors to analyze our financial performance because they provide investors a view of the performance attributable to CaliberCos Inc. When analyzing our operating performance, investors should use these measures in addition to, and not as an alternative for, their most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Our presentation of non-GAAP measures may not be comparable to similarly identified measures of other companies because not all companies use the same calculations. These measures may also differ from the amounts calculated under similarly titled definitions in our debt instruments, which amounts are further adjusted to reflect certain other cash and non-cash charges and are used by us to determine compliance with financial covenants therein and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments.
Asset Management Platform or Platform
Platform refers to the performance of the Caliber asset management platform, which generates revenues and expenses from managing our investment portfolio, which does not include any consolidated assets or funds. These activities include asset management, transaction services, and performance allocations. Management believes that this is an important view of the Company because it communicates performance of the Company that would be most useful for understanding the value of CWD.
Fee-Related Earnings and Related Components
Fee-Related Earnings is a supplemental non-GAAP performance measure used to assess our ability to generate profits from fee-based revenues, focusing on whether our core revenue streams, are sufficient to cover our core operating expenses. Fee- Related Earnings represents the Company’s net income (loss) before income taxes adjusted to exclude depreciation and amortization, stock-based compensation, interest expense and extraordinary or non-recurring revenue and expenses, including performance allocation revenue and gain (loss) on extinguishment of debt, public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, and expenses recorded to earnings relating to investment deals which were abandoned or closed. Fee-Related Earnings is presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to CaliberCos Inc. and is consistent with performance models and analysis used by management.
Distributable Earnings
Distributable Earnings is a supplemental non-GAAP performance measure equal to Fee-Related Earnings plus performance allocation revenue and less interest expenses and provision for income taxes. We believe that Distributable Earnings can be useful as a supplemental performance measure to our GAAP results assessing the amount of earnings available for distribution.
Platform Earnings
Platform Earnings represents the performance of the Caliber asset management platform, which generates revenues and expenses from managing our investment portfolio, excluding any consolidated assets or funds.
Platform Earnings per Share
Platform Earnings per Share is calculated as Platform Earnings divided by weighted average CWD common shares outstanding.
Platform Adjusted EBITDA
Platform Adjusted EBITDA represents the Company’s Distributable Earnings adjusted for interest expense, the share repurchase costs related to the Company’s Buyback Program, other income (expense), and provision for income taxes on a basis that deconsolidates our consolidated funds (intercompany eliminations), Loss on CRAF Investment Redemption, Gain on extinguishment of Payroll Protection Program loans, and eliminates noncontrolling interest. Eliminating the impact of consolidated funds and noncontrolling interest provides investors a view of the performance attributable to the CaliberCos Inc. Platform and is consistent with performance models and analysis used by management.
Consolidated Adjusted EBITDA
Consolidated Adjusted EBITDA represents the Company’s and the consolidated funds’ earnings before net interest expense, income taxes, depreciation and amortization, further adjusted to exclude stock-based compensation, transaction fees, expenses and other public registration direct costs related to aborted or delayed offerings and our Reg A+ offering, the share repurchase costs related to the Company’s Buyback Program, litigation settlements, expenses recorded to earnings relating to investment deals which were abandoned or closed, any other non-cash expenses or losses, as further adjusted for extraordinary or non-recurring items.
NON-GAAP ADJUSTED EBITDA
(AMOUNTS IN THOUSANDS) (UNAUDITED)
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net income (loss) attributable to CaliberCos Inc. | $ | (11,388) | $ | (2,361) | $ | (19,777) | $ | (12,703) | ||||
| Net income (loss) attributable to noncontrolling interests | 495 | (1,726) | (1,693) | (14,891) | ||||||||
| Net income (loss) | (10,893) | (4,087) | (21,470) | (27,594) | ||||||||
| Provision for income taxes | — | — | — | — | ||||||||
| Net income (loss) before income taxes | (10,893) | (4,087) | (21,470) | (27,594) | ||||||||
| Depreciation and amortization | 151 | 142 | 598 | 551 | ||||||||
| Consolidated funds' impact on fee-related earnings | (712) | 1,552 | 1,185 | 14,020 | ||||||||
| Stock-based compensation | 656 | 709 | 2,378 | 3,726 | ||||||||
| Severance | 41 | — | 244 | 19 | ||||||||
| Performance allocations | (1) | (1,165) | (358) | (3,639) | ||||||||
| Other (income) expenses, net | (196) | 1,105 | (1,211) | (374) | ||||||||
| Investments impairnent | 4,304 | — | 4,304 | — | ||||||||
| Bad debt expense | 4,079 | — | 4,079 | — | ||||||||
| Interest expense, net | 1,421 | 1,238 | 4,865 | 4,367 | ||||||||
| Fee-related earnings | (1,150) | (506) | (5,386) | (8,924) | ||||||||
| Performance allocations | 1 | 1,165 | 358 | 3,639 | ||||||||
| Interest expense, net | (1,421) | (1,238) | (4,865) | (4,367) | ||||||||
| Provision for income taxes | — | — | — | — | ||||||||
| Distributable earnings | (2,570) | (579) | (9,893) | (9,652) | ||||||||
| Interest expense | 1,466 | 1,309 | 5,424 | 4,717 | ||||||||
| Share buy-back | — | — | — | 183 | ||||||||
| Other expenses (income), net | 196 | (1,105) | 1,211 | 374 | ||||||||
| Provision for income taxes | — | — | — | — | ||||||||
| Loss on CRAF Investment | — | 1,339 | — | 1,339 | ||||||||
| Consolidated funds' impact on Caliber adjusted EBITDA | (94) | 589 | 548 | 1,788 | ||||||||
| Platform adjusted EBITDA | (1,002) | 1,553 | (2,710) | (1,251) | ||||||||
| Consolidated funds' EBITDA adjustments | 2,517 | 4,944 | 9,694 | 11,419 | ||||||||
| Consolidated adjusted EBITDA | $ | 1,515 | $ | 6,497 | $ | 6,984 | $ | 10,168 |
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