FALSE000162728200016272822024-05-092024-05-09

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):
May 9, 2024
CALIBERCOS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-4170347-2426901
(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 classTrading SymbolsName of each exchange on which registered
Class A Common Stock, par value $0.001CWD
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 May 9, 2024, CaliberCos Inc. (the “Company”) issued a press release and earnings supplemental reporting first quarter financial results. A copy of the press release and earnings supplemental are attached hereto as Exhibit 99.1 and Exhibit 99.2 and the information therein is incorporated herein by reference.

The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 and Exhibit 99.2 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 and Exhibit 99.2 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


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.
 
May 9, 2024
 
By:/s/ John C. Loeffler, II
Name:John C. Loeffler, II
Title:Chairman and Chief Executive Officer




Exhibit 99.1
caliberlogoprospectus.jpg

CALIBER REPORTS FIRST QUARTER 2024 RESULTS


SCOTTSDALE, Ariz., May 9, 2024 – Caliber (NASDAQ: CWD; “CaliberCos Inc.”), a real estate investor, developer, and asset manager, today reported results for the first quarter ended on March 31, 2024.

First Quarter 2024 Financial Highlights (compared to first quarter 2023)

•Total revenue of $23.0 million, a 22.3% decrease
•Platform revenue of $4.7 million, a 25.6% decrease
–Asset management revenue of $4.6 million, a 16.1% increase
–Performance allocations of $0.2 million, related to the sale of land in Johnstown, Colorado
•Net loss attributable to Caliber of $3.8 million, or $0.18 per diluted share, compared to net loss attributable to Caliber of $1.2 million or $0.07 per diluted share
•Caliber Adjusted EBITDA loss of $1.7 million, compared to Caliber Adjusted EBITDA of $1.0 million
•Fair value assets under management (“FV AUM”) of $766.7 million, a 3.4% increase, primarily due to the L.T.D. hotel contribution into the Caliber Hospitality Trust
•Managed capital of $453.9 million, a 3.7% increase compared to December 31, 2023, with originations of $19.1 million, partially offset by redemptions of $2.8 million

Management Commentary

“Caliber continues to focus on our core objective: consistent, profitable growth,” said Chris Loeffler, CEO of Caliber. “Our year-over-year first quarter results were impacted by the deconsolidation of six hotels on March 7, 2024, which were included in our first quarter 2023 results. While the change negatively impacts the present performance comparisons from a financial reporting standpoint, I look forward to sharing during our call today why we believe it’s a positive long-term change for Caliber.”

“Following a thorough evaluation of our cost structure, we identified more than $6 million in annualized savings, which will reduce our annual operating costs to approximately $15 million. Many of these reductions have already been implemented. Reductions in non-payroll operating costs are expected to yield annualized savings of $2.5 million compared to 2023. Reduction in payroll expenses, through attrition and a reduction in force, are anticipated to produce $2 million in savings in 2024 with the full $4 million in annualized savings expected to be realized in 2025. These savings


are expected to partially offset the sizeable increase in operating costs Caliber incurred between 2022 and 2023.”

"While these decisions are difficult to make, we believe they are essential to restoring Caliber's profitability and ensuring a robust foundation for future growth and success. We remain confident in our medium- and long-term growth prospects, particularly as we’ve seen development activity pick-up in the past couple of months as well as meaningful increases in our fundraising pipeline and activity.”

Business Update

The following are key milestones completed both during and subsequent to the first quarter ended March 31, 2024.

•As of March 31, 2024, Caliber was actively developing 2,240 multifamily units, 2,386 single family units, 2.6 million square feet of commercial and industrial, and 1.0 million square feet of office and retail.
•On April 29, 2024, Caliber announced the sale of Areas B and C of The Ridge development, each approximately 20-acre parcels of land in Johnstown, Colo., for an aggregate $12.3 million.
•On May 1, 2024, Caliber closed on the capitalization of Phase 1 of the Company’s SP10 project, which includes the conversion of an existing hotel to apartments along with the development of new townhomes surrounding the site, producing 188 units in total. In doing so, the SP10 partnership repaid an existing $11 million loan that had matured.
•As of May 2, 2024, Caliber’s new wholesale fundraising team has signed 26 selling agreements with regional broker dealers and registered investment advisors for investments in company-sponsored products. In total, these partners have approximately 381 representatives with $3.4 billion of accessible AUM.
•On May 7, 2024, Caliber announced the sale of an approximately 50-acre parcel of land in Johnstown, Colo., to the Archdiocese of Denver for $7.7 million.
•On May 8, 2024, the Caliber Hospitality Trust (CHT) received a $10 million investment commitment into its Series D preferred equity. This investment nearly doubles the current total of preferred equity invested into CHT and will help advance the business plans of Caliber and CHT.

Conference Call Information

Caliber will host a conference call today,Thursday, May 9, 2024, at 5:00 p.m. Eastern Time (ET) to discuss its first quarter 2024 financial results and business outlook. To access this call, dial 1-800-672-2415 (domestic) or 1-646-307-1952 (international) with conference ID 1287647. 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.

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
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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, the closing of the transaction with L.T.D. Hospitality Group LLC 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
+1 310-622-8234
ir@caliberco.com

Media Relations:
Kelly McAndrew, Financial Profiles
+1 203-613-1552
KMcAndrew@finprofiles.com

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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
Three Months Ended March 31,
20242023
(unaudited)
Revenues
Asset management revenues$3,170 $2,036 
Performance allocations166 2,426 
Consolidated funds – hospitality revenues18,145 23,209 
Consolidated funds – other revenues1,470 1,851 
Total revenues22,951 29,522 
Expenses
Operating costs5,262 4,504 
General and administrative1,940 1,816 
Marketing and advertising106 353 
Depreciation and amortization146 132 
Consolidated funds – hospitality expenses
16,782 20,283 
Consolidated funds – other expenses
3,072 1,925 
Total expenses27,308 29,013 
Other income, net272 519 
Interest income117 98 
Interest expense(1,294)(831)
Net (loss) income before income taxes(5,262)295 
Benefit from income taxes— — 
Net (loss) income(5,262)295 
Net (loss) income attributable to noncontrolling interests(1,457)1,502 
Net loss attributable to CaliberCos Inc.(3,805)(1,207)
Basic net loss per share attributable to common stockholders$(0.18)$(0.07)
Diluted net loss per share attributable to common stockholders$(0.18)$(0.07)
Weighted average common shares outstanding:
Basic21,54218,182
Diluted21,54218,182
4

CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
March 31, 2024December 31, 2023
Assets
Cash$679 $940 
Restricted cash2,599 2,569 
Real estate investments, net21,652 21,492 
Notes receivable - related parties6,749 50 
Due from related parties9,397 9,709 
Investments in unconsolidated entities9,726 3,338 
Operating lease - right of use assets182 193 
Prepaid and other assets2,888 2,781 
Assets of consolidated funds
Cash1,416 2,865 
Restricted cash640 11,266 
Real estate investments, net101,037 185,636 
Accounts receivable, net371 1,978 
Notes receivable - related parties40,347 34,620 
Operating lease - right of use assets— 10,318 
Prepaid and other assets3,779 11,677 
Total assets
$201,462 $299,432 

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CALIBERCOS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
March 31, 2024December 31, 2023
Liabilities and Stockholders’ Equity
Notes payable$52,952 $53,799 
Accounts payable and accrued expenses9,766 8,886 
Due to related parties157 257 
Operating lease liabilities112 119 
Other liabilities614 420 
Liabilities of consolidated funds
Notes payable, net47,654 129,684 
Notes payable - related parties— 12,055 
Accounts payable and accrued expenses2,723 11,736 
Due to related parties258 101 
Operating lease liabilities— 13,957 
Other liabilities736 2,400 
Total liabilities114,972 233,414 
Commitments and Contingencies
Common stock Class A, $0.001 par value; 100,000,000 shares authorized, 14,311,355 and 13,872,671 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
14 14 
Common stock Class B, $0.001 par value; 15,000,000 shares authorized, 7,416,414 shares issued and outstanding as March 31, 2024 and December 31, 2023
7 7 
Paid-in capital39,869 39,432 
Accumulated deficit(40,635)(36,830)
Stockholders’ equity (deficit) attributable to CaliberCos Inc.(745)2,623 
Stockholders’ equity attributable to noncontrolling interests87,235 63,395 
Total stockholders’ equity86,490 66,018 
Total liabilities and stockholders’ equity$201,462 $299,432 

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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 provides 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.



7

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.

Caliber Adjusted EBITDA

Caliber 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 CaliberCos Inc. 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.





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NON-GAAP RECONCILIATIONS
(AMOUNTS IN THOUSANDS) (UNAUDITED)

Three Months Ended March 31,
20242023
Net income (loss) attributable to CaliberCos Inc.$(3,805)$(1,207)
Net income (loss) attributable to noncontrolling interests(1,457)1,502 
Net income (loss)(5,262)295 
Provision for income taxes— — 
Net income (loss) before income taxes(5,262)295 
Depreciation and amortization183 132 
Consolidated funds' impact on fee-related earnings1,361 (605)
Stock-based compensation400 702 
Severance7 13 
Performance allocations(166)(2,426)
Other expenses (income), net(272)(519)
Interest expense, net1,010 580 
Fee-related earnings(2,739)(1,828)
Performance allocations166 2,426 
Interest expense, net(1,010)(580)
Provision for income taxes— — 
Distributable earnings(3,583)18 
Interest expense1,294 831 
Share buy-back— 183 
Other expenses (income), net272 519 
Provision for income taxes— — 
Consolidated funds' impact on Caliber adjusted EBITDA348 (517)
Caliber adjusted EBITDA(1,669)1,034 
Consolidated funds' EBITDA adjustments3,856 7,051 
Consolidated adjusted EBITDA$2,187 $8,085 













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ASSET MANAGEMENT PLATFORM SEGMENT(1)
(AMOUNTS IN THOUSANDS) (UNAUDITED)


Three Months Ended March 31, 2024
Unconsolidated (Wholly - Owned)Impact of Consolidated Fund and EliminationsConsolidated
Revenues
Asset management$4,555 $(1,385)$3,170 
Performance allocations171 (5)166 
Consolidated funds – hospitality revenue— 18,145 18,145 
Consolidated funds – other revenue— 1,470 1,470 
Total revenues4,726 18,225 22,951 
Expenses
Operating costs5,484 (222)5,262 
General and administrative1,949 (9)1,940 
Marketing and advertising106 — 106 
Depreciation and amortization183 (37)146 
Consolidated funds – hospitality expenses— 16,782 16,782 
Consolidated funds – other expenses— 3,072 3,072 
Total expenses7,722 19,586 27,308 
Other income (expenses), net452 (180)272 
Interest income285 (168)117 
Interest expense(1,295)1 (1,294)
Net (loss) income before income taxes$(3,554)$(1,708)$(5,262)
Provision for income taxes— — — 
Net loss(3,554)(1,708)(5,262)
Net loss attributable to noncontrolling interests— (1,457)(1,457)
Net loss attributable to CaliberCos Inc.$(3,554)$(251)$(3,805)
___________________________________________
(1) Represents the results of our asset management platform segment, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminate noncontrolling interest.













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REVENUE(1)
(AMOUNTS IN THOUSANDS) (UNAUDITED)


Three Months Ended March 31, 2024
20242023
Fund set-up fees$7 $63 
Fund management fees2,562 2,308 
Financing fees73 327 
Development and construction fees1,654 956 
Brokerage fees259 270 
Total asset management4,555 3,924 
Performance allocations171 2,426 
Total revenue$4,726 $6,350 
___________________________________________
(1) Represents the results of our asset management platform segment, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminate noncontrolling interest.

FV AUM
(AMOUNTS IN THOUSANDS) (UNAUDITED)


Balances as of December 31, 2023$741,190 
CHT Contribution29,900 
Construction and net market depreciation10,971 
Asset sold(1)
(12,771)
Credit(2)
(781)
Other(3)
(1,771)
Balances as of March 31, 2024$766,738 
March 31,
20242023
Real Estate
Hospitality$67,400 $67,200 
Caliber Hospitality Trust231,200 201,600 
Residential138,900 138,000 
Commercial237,800 240,400 
Total Real Estate675,300 647,200 
Credit(1)
83,807 84,588 
Other(2)
7,631 9,402 
Total$766,738 $741,190 
___________________________________________
(1) Assets sold during the three months ended March 31, 2024 include lot sales related to a development asset in Colorado and one home from our residential fund.
(2) Credit FV AUM represents loans made to Caliber’s investment funds by our diversified credit fund.
(3) Other FV AUM represents undeployed capital held in our diversified funds.

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MANAGED CAPITAL
(AMOUNTS IN THOUSANDS) (UNAUDITED)


Managed Capital
Balances as of December 31, 2023$437,625 
Originations19,099 
Redemptions(2,819)
Balances as of March 31, 2024$453,905 
March 31, 2024December 31, 2023
Real Estate
Hospitality$43,660 $43,660 
Caliber Hospitality Trust(1)
84,177 70,747 
Residential77,262 74,224 
Commercial157,368 155,004 
Total Real Estate(2)
362,467 343,635 
Credit(3)
83,807 84,588 
Other(4)
7,631 9,402 
Total$453,905 $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 March 31, 2024 and December 31, 2023, the Company had invested $18.6 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 March 31, 2024 and December 31, 2023, the Company had loaned $7.2 million and $8.5 million to our funds.
(4) Other managed capital represents undeployed capital held in our diversified funds.

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1Q 2024 Earnings Supplemental ©2024 Caliber Building on a 15-year track record of profitable growth and success

 
Forward-Looking Statements This presentation includes statements concerning CaliberCos Inc.’s (the “Company,” or “Caliber”) expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance, or growth and other statements that are not historical facts. These statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, readers and the audience can identify these forward-looking statements through the use of words or phrases such as "estimate,“ "expect," "anticipate," "intend," "plan," "project," "believe," "forecast," "should," "could," and other similar expressions. Forward-looking statements involve risks and uncertainties that may cause actual results or outcomes to differ materially from those included in the forward-looking statements. The Company's expectations, beliefs, and projections are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that management's expectations, beliefs, or projections will be achieved or accomplished. Factors that may cause actual results to differ materially from those included in the forward-looking statements include, but are not limited to, factors affecting the Company’s ability to successfully operate and manage its business, including, among others, title disputes, weather conditions, shortages, delays, or unavailability of equipment and services, property management, brokerage, investment and fund operations, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations; changes in costs of operations; loss of markets; volatility of asset prices; imprecision of asset valuations; environmental risks; competition; inability to access sufficient capital; general economic conditions; litigation; changes in regulation and legislation; economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, acts of war, cyber attacks, or pest infestation; increasing costs of insurance, changes in coverage and the ability to obtain insurance; and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in the Company's reports filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update the information contained in any forward-looking statements to reflect developments or circumstances occurring after the statement is made or to reflect the occurrence of unanticipated events. Past performance is not indicative of future results. There is no guarantee that any specific outcome will be achieved. Investment may be speculative and illiquid and there is a total risk of loss. There is no guarantee that any specific investment will be suitable or profitable. This presentation does not constitute an offering of, nor does it constitute the solicitation of an offer to buy, securities of the Company. This presentation is provided solely to introduce the Company to the recipient and to determine whether the recipient would like additional information regarding the Company and its anticipated plans. Any investment in the Company or sale of its securities will only take place pursuant to an appropriate, private placement memorandum and a detailed subscription agreement. Some of the information contained herein is confidential and proprietary to the Company and the presentation is provided to the recipient with the express understanding that without the prior written permission of the Issuer, such recipient will not distribute or release the information contained herein, make reproductions of, or use it for any purpose other than determining whether the recipient wishes additional information regarding the Company or its plans. By accepting delivery of this presentation, the recipient agrees to return same to the Company if the recipient does not wish to receive any further information regarding the Company. We have filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which this communication relates. The registration statement has not yet become effective. Before you invest, you should read the preliminary prospectus in that registration statement (including the risk factors described therein) and other documents that we have filed with the SEC for more complete information. You may access these documents for free by visiting Edgar on the SEC website at httpp://www.sec.gov CALIBERCO.COM | 8901 E MOUNTAIN VIEW RD, STE 150, SCOTTSDALE, AZ 85258 | 480.295.7600 2 T H E W E A L T H D E V E L O P M E N T C O M P A N Y Disclaimers

 
Today’s Speakers 3T H E W E A L T H D E V E L O P M E N T C O M P A N Y Chris Loeffler CHIEF EXECUTIVE OFFICER Jade Leung CHIEF FINANCIAL OFFICER Chris Loeffler has served as the CEO and Chairman of Caliber’s Board of Directors since its inception. As CEO, Chris directs and executes global strategy, oversees investments and fund management, and contributes to private and public capital formation. As a Co-Founder Chris took an early role forming the Company’s financial and operational infrastructure and navigating the vertical integration of all real estate and investment services. Jade Leung is Caliber’s CFO and corporate secretary. As CFO, Jade oversees all aspects of accounting and controllership, financial planning and analysis, tax, financial reporting, and treasury functions at Caliber. Jade is also responsible for the strategic direction of Caliber’s information technology and data security initiatives. Prior to joining Caliber, Jade spent 12 years with PwC, where he managed audit and accounting advisory services. Notably, Jade participated in over $1 billion of public market transactions and financing arrangements for companies.

 
CEO Commentary 4T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
1. 15-year history of growth across market cycles with $2.9 billion pool of assets under management and under development 2. Demonstrated track record of delivering unlevered annualized gross internal rate of return (IRR) of 19% on investments sold 3. Large and growing market opportunity with investment in alternative assets forecasted to increase 50% from 2023 to 20281 4. Sizable and loyal customer base with estimated $13 billion in net worth; successful track record of fundraising over $660 million since inception 5. Fit for purpose business model with distinct competitive advantages including in-house services model and focus on underserved, complex, middle-market real estate in the Western U.S. 6. Poised for next level of growth with scalable infrastructure and focused value-creation model 7. Experienced, cycle tested management team with significant insider ownership Why Invest in Caliber (Nasdaq: CWD)? 5T H E W E A L T H D E V E L O P M E N T C O M P A N Y (1) Preqin Future of Alternatives 2028 report, October 2023

 
Caliber… In Three Numbers 6T H E W E A L T H D E V E L O P M E N T C O M P A N Y 15yrs 19% IRR $2.9 Billion

 
Publicly Traded Parent Operates Investment Funds 7T H E W E A L T H D E V E L O P M E N T C O M P A N Y Caliber Nasdaq: CWD RE Fund 1 RE Fund 2 Hotel UPREIT

 
8 BEHAVIORAL HEALTH HOSPITAL HOSPITALITY/HOTEL MULTI-FAMILY HOUSING OPPORTUNITY ZONE ASSETS We Invest in Real Estate Where Most Others… Don’t

 
9T H E W E A L T H D E V E L O P M E N T C O M P A N Y The Best Opportunities are in the Middle-Market Middle-Market Assets • $5 to $50 million per project • Large opportunity set • Highly-fragmented market • Less competition • Caliber’s in-house services model enables access Middle Market Geographies • Demonstrated Population & Job Growth • Underserved in terms of financing options • Opportunity Zone tax incentives • Local tax incentives • Trends post-pandemic

 
10T H E W E A L T H D E V E L O P M E N T C O M P A N Y Income Lending, CORE Plus, Value Add Growth Distressed and Special Situations, Adaptive Re-Use & Development Tax Planning/Reduction Opportunity Zone Funds, 1031 Investments We Solve Our Clients’ Financial Needs Desired Outcome Caliber Product Our Job Is Simple: Deliver Returns Clients Expect In All Market Conditions Clients who invest in Caliber’s Funds seek three primary outcomes:

 
Our Market Is Growing Dramatically 11T H E W E A L T H D E V E L O P M E N T C O M P A N Y Source: Preqin Future of Alternatives 2028 report, October 2023 *Forecast 10.1 16.3 24.5 0 5 10 15 20 25 30 2019 2023* 2028* A ss e ts U n d e r M a n a g e m e n t ($ tr il li o n ) $24.5 Trillion in Global Alternative AUM Forecasted by 2028 CAGR: 10.3%

 
Performance Allocations Asset Management Revenue We Have Multiple Revenue Streams 12T H E W E A L T H D E V E L O P M E N T C O M P A N Y Note: asset services performed in-house at market rates.

 
Increasing The Money We Manage/Invest Is A Core Growth Driver 13T H E W E A L T H D E V E L O P M E N T C O M P A N Y High Net-Worth Investors Registered Investment Advisors & Independent Broker-Dealers Family Offices Boutique Institutions Caliber Private Client Sales Caliber Wholesale Caliber Institutional

 
Caliber Hospitality Trust – Another Path To Revenue Growth 14T H E W E A L T H D E V E L O P M E N T C O M P A N Y Using the Caliber infrastructure to launch public investment products

 
Consistent Growth – A Model We’ve Succeeded With For 15 Years 15T H E W E A L T H D E V E L O P M E N T C O M P A N Y Raise Capital Grow Assets Under Management Grow Revenue

 
Source: Caliber’s estimates and internal research reviewing comparable business models Caliber Earns More Per Dollar in AUM 16T H E W E A L T H D E V E L O P M E N T C O M P A N Y Caliber’s In-House Services Model: Increased Control & Multiple Revenue Streams Traditional Asset Managers: Lower Control & Fewer Revenue Opportunities Fund Management Fees Performance Allocations (Carried Interest) Fund Set-Up Fees Financing Fees Real Estate Development Fees Brokerage Fees Low-Margin, High-Volume Services In-House Revenues Outsourced Asset Management Performance Fees (Carried Interest) All Additional Services Outsourced In-House Revenues Caliber has optimized in-house and third-party services to maximize control and profitability

 
2026 Financial Targets* 17T H E W E A L T H D E V E L O P M E N T C O M P A N Y Cumulative Fundraising of $750M Annualized Platform Revenue of $50M Assets Under Management (AUM) of $3B * End of 2026

 
Path Forward for Enterprise Value Growth 18T H E W E A L T H D E V E L O P M E N T C O M P A N Y Fundraising Product Innovation Acquisitions

 
Our Interests Are Aligned – Insiders Own ~50% Of Our Stock 19T H E W E A L T H D E V E L O P M E N T C O M P A N Y The people who built Caliber, still manage Caliber Chris Loeffler CHIEF EXECUTIVE OFFICER Jennifer Schrader PRESIDENT Jade Leung CHIEF FINANCIAL OFFICER Roy Bade CHIEF DEVELOPMENT OFFICER With a growing team of talented executives Ignacio Martinez CHIEF OPERATING OFFICER George Pace EVP FUNDRAISING Yaron Ashkenazi HEAD OF HOSPITALITY John Hartman CHIEF INVESTMENT OFFICER

 
Independent Board Committed to Strong Corporate Governance 20T H E W E A L T H D E V E L O P M E N T C O M P A N Y • Chris Loeffler – Chief Executive Officer & Co-Founder • Jennifer Schrader – President & Co-Founder • Dan Hansen – Lead Independent Director • William J. Gerber – Director • Michael Trzupek – Director • Lawrence X. Taylor – Director Commitment to Corporate Governance ✓ 5+ year history of public company reporting; Big 4 auditor ✓ Established Board Committees and Charters ✓ Commitment to sustainable business practices Public Company, Asset Management, Real Estate and Public Company Experience Our Directors

 
1Q 2024 Financial Highlights 21T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
1st Quarter – Summary Highlights 22T H E W E A L T H D E V E L O P M E N T C O M P A N Y • Fair value assets under management of $766.7 million • Managed capital of $453.9 million • Total revenues of $23.0 million • Platform revenue of $4.7 million • Platform asset management revenue of $4.6 million • Performance allocations of $0.2 million • Net loss attributable to Caliber of $3.8 million, or $0.18 per diluted share • Caliber Adjusted EBITDA loss of $1.7 million Financial Measures Metrics Corporate • As of March 31, 2024, Caliber was actively developing 2,240 multifamily units, 2,386 single family units, 2.6 million square feet of commercial and industrial, and 1.0 million square feet of office and retail. • On April 29, 2024, Caliber announced the sale of Areas B and C of The Ridge development, each approximately 20-acre parcels of land in Johnstown, Colo., for an aggregate $12.3 million. • As of May 2, 2024, Caliber’s new wholesale fundraising team has signed 26 selling agreements with regional broker dealers and registered investment advisors for investments in company-sponsored products. In total, these partners have approximately 381 representatives with $3.4 billion of accessible AUM.

 
$29,522 $22,951 $- $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 Q1'23 Q1'24 (0 0 0 s) Total Consolidated Revenue 1st Quarter Summary Results 23T H E W E A L T H D E V E L O P M E N T C O M P A N Y Source: Caliber reports Net Income (Loss) (per common share) $(0.07) Q1’23 $(0.18) Q1’24 $6,350 $4,726 $- $2,000 $4,000 $6,000 $8,000 $10,000 Q1'23 Q1'24 (0 0 0 s) Total Platform Revenue Asset Mgmt Fees Performance Allocations Caliber Adj. EBITDA (Loss) (000’s) $1,034 Q1’23 $(1,669) Q1’24

 
1st Quarter – Historical Summary Results 24T H E W E A L T H D E V E L O P M E N T C O M P A N Y $18,681 $19,506 $21,467 $29,522 $20,445 $17,025 $23,945 $22,951 $- $10,000 $20,000 $30,000 $40,000 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 (0 0 0 s) Total Consolidated Revenue $(529) $5,659 $(1,766) $1,034 $(2,327) $(1,511) $1,553 $(1,669) $(3,000) $(2,000) $(1,000) $- $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 (0 0 0 s) Adjusted EBITDA $4,382 $8,399 $5,422 $6,350 $3,373 $3,728 $7,187 $4,726 $- $2,000 $4,000 $6,000 $8,000 $10,000 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 (0 0 0 s) Total Platform Revenue Asset Mgmt Performance $638 $686 $746 $807 $825 $823 $741 $767 $- $100 $200 $300 $400 $500 $600 $700 $800 $900 2Q22 3Q22 4Q22 1Q23 2Q23 3Q23 4Q23 1Q24 (0 0 0 s) FV AUM

 
1Q 2024 Financial Review 25T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
GAAP Income Statement 26T H E W E A L T H D E V E L O P M E N T C O M P A N Y CALIBERCOS INC. AND SUBSIDIARIES CONDENS ED CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended March 31, 2024 2023 (unaudited) Revenues Asset management revenues $ 3,170 $ 2,036 Performance allocations 166 2,426 Consolidated funds – hospitality revenues 18,145 23,209 Consolidated funds – other revenues 1,470 1,851 Total revenues 22,951 29,522 Expenses Operating costs 5,262 4,504 General and administrative 1,940 1,816 Marketing and advertising 106 353 Depreciation and amortization 146 132 Consolidated funds – hospitality expenses 16,782 20,283 Consolidated funds – other expenses 3,072 1,925 Total expenses 27,308 29,013

 
GAAP Income Statement (cont.) 27T H E W E A L T H D E V E L O P M E N T C O M P A N Y CALIBERCOS INC. AND SUBSIDIARIES CONDENS ED CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

 
GAAP Balance Sheet 28T H E W E A L T H D E V E L O P M E N T C O M P A N Y CALIBERCOS INC. AND SUBSIDIARIES CONDENS ED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

 
GAAP Balance Sheet (cont.) 29T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
GAAP Balance Sheet (cont.) 30T H E W E A L T H D E V E L O P M E N T C O M P A N Y CALIBERCOS INC. AND SUBSIDIARIES CONDENS ED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA) Commitments and Contingencies Common stock Class A, $0.001 par value; 100,000,000 shares authorized, 14,311,355 and 13,872,671 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 14 14 Common stock Class B, $0.001 par value; 15,000,000 shares authorized, 7,416,414 shares issued and outstanding as March 31, 2024 and December 31, 2023 7 7 Paid-in capital 39,869 39,432 Accumulated deficit (40,635) (36,830) Stockholders’ equity (deficit) attributable to CaliberCos Inc. (745) 2,623 Stockholders’ equity attributable to noncontrolling interests 87,235 63,395 Total stockholders’ equity 86,490 66,018 Total liabilities and stockholders’ equity $ 201,462 $ 299,432

 
https://www.caliberco.com/ CaliberCos NASDAQ: CWD Contacts: Chris Loeffler, CEO Chris.Loeffler@CaliberCo.com Lisa Fortuna, Investor Relations, Financial Profiles lfortuna@finprofiles.com

 
Appendix 32T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
33T H E W E A L T H D E V E L O P M E N T C O M P A N Y 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 provides 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. 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. Caliber Adjusted EBITDA Caliber 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 CaliberCos Inc. and is consistent with performance models and analysis used by management. NON-GAAP Measures

 
34T H E W E A L T H D E V E L O P M E N T C O M P A N Y 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. The following tables presents a reconciliation of net (loss) income attributable to CaliberCos Inc. to Fee-Related Earnings, Distributable Earnings, Caliber Adjusted EBITDA, and Consolidated Adjusted EBITDA for the quarters ended March 31, 2024, and 2023(in thousands): NON-GAAP Measures

 
NON-GAAP Reconciliation 35T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
NON-GAAP Reconciliation 36T H E W E A L T H D E V E L O P M E N T C O M P A N Y ASSET MANAGEMENT PLATFORM SEGMENT(1) (AMOUNTS IN THOUSANDS) (UNAUDITED) Three Months Ended March 31, 2024 Unconsolidated (Wholly - Owned Impact of Consolidated Fund and Eliminations Consolidated Revenues Asset management $ 4,555 $ (1,385) $ 3,170 Performance allocations 171 (5) 166 Consolidated funds – hospitality revenue — 18,145 18,145 Consolidated funds – other revenue — 1,470 1,470 Total revenues 4,726 18,225 22,951 Expenses Operating costs 5,484 (222) 5,262 General and administrative 1,949 (9) 1,940 Marketing and advertising 106 — 106 Depreciation and amortization 183 (37) 146 Consolidated funds – hospitality expenses — 16,782 16,782 Consolidated funds – other expenses — 3,072 3,072 Total expenses 7,722 19,586 27,308 Other income (expenses), net 452 (180) 272 Interest income 285 (168) 117 Interest expense (1,295) 1 (1,294) Net (loss) income before income taxes $ (3,554) $ (1,708) $ (5,262) Provision for income taxes — — — Net loss (3,554) (1,708) (5,262) Net loss attributable to noncontrolling interests — (1,457) (1,457) Net loss attributable to CaliberCos Inc. $ (3,554) $ (251) $ (3,805) ___________________________________________ (1) Represents the results of our asset management platform segment, which are presented on a basis that deconsolidates our consolidated funds (intercompany eliminations) and eliminate noncontrolling interest.

 
NON-GAAP Reconciliation 37T H E W E A L T H D E V E L O P M E N T C O M P A N Y ASSET MANAGEMENT PLATFORM SEGMENT(1) (AMOUNTS IN THOUSANDS) (UNAUDITED)

 
NON-GAAP Reconciliation 38T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
NON-GAAP Reconciliation 39T H E W E A L T H D E V E L O P M E N T C O M P A N Y

 
v3.24.1.u1
Cover
May 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 09, 2024
Entity Registrant Name CALIBERCOS INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41703
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001
Trading Symbol CWD
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001627282
CaliberCos (NASDAQ:CWD)
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