Issuer CIK | 0001627282 |
Issuer CCC | XXXXXXXX |
DOS File Number | |
Offering File Number | 024-11016 |
Is this a LIVE or TEST Filing? | ☒ LIVE ☐ TEST |
Would you like a Return Copy? | ☐ |
Notify via Filing Website only? | ☐ |
Since Last Filing? | ☒ |
Name | |
Phone | |
E-Mail Address |
Exact name of issuer as specified in the issuer's charter | CaliberCos Inc. |
Jurisdiction of Incorporation / Organization |
DELAWARE
|
Year of Incorporation | 2014 |
CIK | 0001627282 |
Primary Standard Industrial Classification Code | REAL ESTATE |
I.R.S. Employer Identification Number | 47-2426901 |
Total number of full-time employees | 70 |
Total number of part-time employees | 0 |
Address 1 | 8901 E. Mountain View Rd, Ste 150 |
Address 2 | |
City | Scottsdale |
State/Country |
ARIZONA
|
Mailing Zip/ Postal Code | 85258 |
Phone | 480-295-7600 |
Name | Thomas Poletti, Brian S. Korn |
Address 1 | |
Address 2 | |
City | |
State/Country | |
Mailing Zip/ Postal Code | |
Phone |
Industry Group (select one) | ☐ Banking ☐ Insurance ☒ Other |
Cash and Cash Equivalents |
$
6913176.00 |
Investment Securities |
$
0.00 |
Total Investments |
$
|
Accounts and Notes Receivable |
$
2162389.00 |
Loans |
$
|
Property, Plant and Equipment (PP&E): |
$
170853001.00 |
Property and Equipment |
$
|
Total Assets |
$
172726013.00 |
Accounts Payable and Accrued Liabilities |
$
21312953.00 |
Policy Liabilities and Accruals |
$
|
Deposits |
$
|
Long Term Debt |
$
122778843.00 |
Total Liabilities |
$
165642447.00 |
Total Stockholders' Equity |
$
3242858.00 |
Total Liabilities and Equity |
$
172726013.00 |
Total Revenues |
$
43796783.00 |
Total Interest Income |
$
|
Costs and Expenses Applicable to Revenues |
$
36541624.00 |
Total Interest Expenses |
$
|
Depreciation and Amortization |
$
3683569.00 |
Net Income |
$
1642007.00 |
Earnings Per Share - Basic |
$
0.07 |
Earnings Per Share - Diluted |
$
0.06 |
Name of Auditor (if any) | Marcum LLP |
Name of Class (if any) Common Equity | Common Stock A and B |
Common Equity Units Outstanding | 27969904 |
Common Equity CUSIP (if any): | 000000000 |
Common Equity Units Name of Trading Center or Quotation Medium (if any) | N/A |
Preferred Equity Name of Class (if any) | Series A Preferred Stock |
Preferred Equity Units Outstanding | 1657396 |
Preferred Equity CUSIP (if any) | 000000000 |
Preferred Equity Name of Trading Center or Quotation Medium (if any) | N/A |
Debt Securities Name of Class (if any) | Convertible Notes |
Debt Securities Units Outstanding | 1921870 |
Debt Securities CUSIP (if any): | 000000000 |
Debt Securities Name of Trading Center or Quotation Medium (if any) | N/A |
Check this box to certify that all of the following statements are true for the issuer(s)
☒
Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.
☒
Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.
☐
Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering | ☐ Tier1 ☒ Tier2 |
Check the appropriate box to indicate whether the financial statements have been audited | ☐ Unaudited ☒ Audited |
Types of Securities Offered in this Offering Statement (select all that apply) |
☒Equity (common or preferred stock) |
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? | ☐ Yes ☒ No |
Does the issuer intend this offering to last more than one year? | ☐ Yes ☒ No |
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? | ☒ Yes ☐ No |
Will the issuer be conducting a best efforts offering? | ☒ Yes ☐ No |
Has the issuer used solicitation of interest communications in connection with the proposed offering? | ☐ Yes ☒ No |
Does the proposed offering involve the resale of securities by affiliates of the issuer? | ☐ Yes ☒ No |
Number of securities offered | 12500000 |
Number of securities of that class outstanding | 0 |
Price per security |
$
4.0000 |
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer |
$
50000000.00 |
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders |
$
0.00 |
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement |
$
0.00 |
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement |
$
0.00 |
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs) |
$
50000000.00 |
Underwriters - Name of Service Provider | N/A | Underwriters - Fees |
$
0.00 |
Sales Commissions - Name of Service Provider | SI Securities, LLC | Sales Commissions - Fee |
$
2750000.00 |
Finders' Fees - Name of Service Provider | N/A | Finders' Fees - Fees |
$
0.00 |
Audit - Name of Service Provider | Marcum LLP | Audit - Fees |
$
2200000.00 |
Legal - Name of Service Provider | Manatt, Phelps & Phillips, LLP | Legal - Fees |
$
1000000.00 |
Promoters - Name of Service Provider | N/A | Promoters - Fees |
$
0.00 |
Blue Sky Compliance - Name of Service Provider | N/A | Blue Sky Compliance - Fees |
$
0.00 |
CRD Number of any broker or dealer listed: | 170937 |
Estimated net proceeds to the issuer |
$
43800000.00 |
Clarification of responses (if necessary) | This offering circular qualifies both shares of Series B Preferred Stock offered & shares of Class A Common Stock issuable upon conversion of such shares. |
Selected States and Jurisdictions |
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)
|
None | ☐ |
Same as the jurisdictions in which the issuer intends to offer the securities | ☒ |
Selected States and Jurisdictions |
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)
|
None ☐
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CaliberCos Inc. |
(b)(1) Title of securities issued | Common Stock |
(2) Total Amount of such securities issued | 839448 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 30619 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 1438148 |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). | 55,941 |
As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:
(a)Name of such issuer | CaliberCos Inc. |
(b)(1) Title of securities issued | Series A Preferred Stock |
(2) Total Amount of such securities issued | 9221 |
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer. | 0 |
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof. | 20747 |
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)). |
(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption | All securities issued pursuant to safe harbor of R. 506(b) of Reg D of Sec. Act of 1933, as amended, or other available exemptions such as Section 4(a)(2) or R. 701. All investors certified "accredited investor" status through income & net worth test. |
| | |
Price to Public
|
| |
Underwriter discount
and commissions(1) |
| |
Proceeds to
Company(2) |
| ||||||||||||
Per Share
|
| | | $ | 4.00 | | | | | $ | 0.28 | | | | | $ | 3.72 | | | |||
Total Minimum
|
| | | $ | 1,000,000 | | | | | $ | 70,000 | | | | | $ | 930,000 | | | |||
Maximum Offering Amount
|
| | | $ | 50,000,000 | | | | | $ | 3,500,000 | | | | | $ | 46,500,000 | | |
| | | | | 1 | | | |
| | | | | 8 | | | |
| | | | | 22 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 26 | | | |
| | | | | 32 | | | |
| | | | | 33 | | | |
| | | | | 59 | | | |
| | | | | 63 | | | |
| | | | | 65 | | | |
| | | | | 68 | | | |
| | | | | 75 | | | |
| | | | | 79 | | | |
| | | | | 80 | | | |
| | | | | 85 | | | |
| | | | | 87 | | | |
| | | | | 89 | | | |
| | | | | 90 | | | |
| | | | | 90 | | | |
| | | | | F-1 | | | |
| | | | | III-1 | | | |
| | | | | III-3 | | |
| | |
Year Ended
December 31, |
| |||||||||||
| | |
2018
|
| |
2017
|
| ||||||||
Consolidated Results | | | | | | | | | | | | | | | |
Total AUM Rollforward – @ Fair Value
|
| | | | | | | | | | | | | | |
Balance, Beginning
|
| | | $ | 278,572,186 | | | | | $ | 204,112,874 | | | ||
Assets Acquired
|
| | | | 29,957,391 | | | | | | 17,943,621 | | | ||
Construction/Renovation
|
| | | | 13,016,662 | | | | | | 25,421,170 | | | ||
Market Appreciation/(Depreciation)
|
| | | | 64,926,964 | | | | | | 42,339,202 | | | ||
Assets Sold
|
| | | | (11,916,203 | ) | | | | | | (11,244,681 | ) | | |
Balance, End
|
| | | $ | 374,557,000 | | | | | $ | 278,572,186 | | | ||
|
On Basis of Full Conversion of Issued Instruments
|
| |
$50 Million
Raise |
| ||||
Price per share
|
| | | $ | 4.00 | | | |
Shares issued
|
| | | | 12,500,000 | | | |
Capital raised
|
| | | $ | 50,000,000 | | | |
Less: Estimated offering costs
|
| | | $ | 6,200,000 | | | |
Net Offering Proceeds
|
| | | $ | 43,800,000 | | | |
Net tangible book value pre-offering(1)
|
| | | $ | (22,245,883 | ) | | |
Net tangible book value post-offering
|
| | | $ | 21,554,117 | | | |
Pro Forma Shares outstanding pre-offering assuming full conversion(2)
|
| | | | 32,342,890 | | | |
Pro Forma Post-offering shares outstanding assuming full conversion(2)(3)(4)
|
| | | | 44,842,890 | | | |
Net tangible book value per share prior to offering(1)(2)
|
| | | $ | (0.69 | ) | | |
Increase/(Decrease) per share attributable to new investors(2)(3)(4)
|
| | | $ | 1.17 | | | |
Net tangible book value per share after offering(2)(3)(4)
|
| | | $ | 0.48 | | | |
Dilution per share to new investors ($)(2)(3)(4)
|
| | | $ | 3.52 | | | |
Dilution per share to new investors (%)(2)(3)(4)
|
| | | | 87.98 | % | | |
| | |
Dates
Issued |
| |
Issued
Shares |
| |
Potential
Shares |
| |
Total Issued and
Potential Shares |
| |
Effective
Cash Price per Share at Issuance or Potential Conversion |
| ||||||||||||||||
Common Stock(1)
|
| |
Various
|
| | | | 28,078,904 | | | | | | — | | | | | | 28,078,904 | | | | | $ | 0.449 | (1) | | | |||
Series A Preferred Stock
|
| |
Various
|
| | | | 1,657,396 | | | | | | 414,349 | | | | | | 2,071,745 | | | | | $ | 2.250 | | | ||||
Outstanding Stock Options
|
| |
Various
|
| | | | — | | | | | | 2,120,920 | (2) | | | | | | 2,120,920 | | | | | $ | 1.990 | (3) | | | ||
Warrants | | |
Various
|
| | | | | | | | | | | 137,821 | (2) | | | | | | 137,821 | | | | | $ | 1.890 | (3) | | | |
Total Common Share Equivalents
|
| | | | | | | 29,736,300 | | | | | | 2,673,090 | | | | | | 32,409,390 | | | | |||||||||
Investors in this offering, assuming $50 million raised
|
| | | | | | | 12,500,000 | | | | | | — | | | | | | 12,500,000 | | | | | $ | 4.000 | | | ||||
Total after inclusion of this offering
|
| | | | | | | 42,236,300 | | | | | | 2,673,090 | | | | | | 44,909,390 | | | |
| | | | | |
As of December 31, 2018
|
| ||||||||||||||||||
Fund Name
|
| |
Fund Inception
Date |
| |
Contributed
Capital, Net(1) |
| |
Investments, at
Cost(2) |
| |
Investments, at
Fair Value(3) |
| ||||||||||||
Hospitality: | | | | | | | | | | | | | | | | | | | | | | | | | |
CHPH, LLC (“CHPH”)
|
| | October 2012 | | | | $ | 10,339,740 | | | | | $ | 23,601,256 | | | | | $ | 32,800,000 | | | |||
Indian Bend Hotel Group, LLC (“IBHG”)
|
| | September 2014 | | | | | 4,225,842 | | | | | | 11,292,069 | | | | | | 15,000,000 | | | |||
44th & McDowell Hotel Group, LLC (“44th”)
|
| | May 2015 | | | | | 8,249,646 | | | | | | 22,539,770 | | | | | | 30,700,000 | | | |||
Tucson East, LLC (“Tucson East”)
|
| | May 2016 | | | | | 9,696,091 | | | | | | 20,709,181 | | | | | | 25,300,000 | | | |||
47th Street Phoenix Fund, LLC (“47th Street”)
|
| | October 2016 | | | | | 12,994,123 | | | | | | 36,368,833 | | | | | | 47,800,000 | | | |||
CH Ocotillo
|
| | June 2018 | | | | | 5,367,820 | | | | | | 12,124,992 | | | | | | 13,800,000 | | | |||
Elliot 10
|
| | September 2017 | | | | | 3,410,000 | | | | | | 16,763,431 | | | | | | 17,300,000 | | | |||
SF Alaska, LP (“Salmon Falls”)
|
| | August 2015 | | | | | 5,666,974 | | | | | | 10,239,693 | | | | | | 13,500,000 | | | |||
Edgewater Hotel Group, LLC (“Edgewater”)
|
| | October 2015 | | | | | 1,620,279 | | | | | | 2,874,180 | | | | | | 4,300,000 | | | |||
| | | | | | | $ | 61,570,515 | | | | | $ | 156,513,405 | | | | | $ | 200,500,000 | | | |||
Residential: | | | | | | | | | | | | | | | | | | | | | | | | | |
GC Square, LLC (“GC Square”)
|
| | September 2015 | | | | $ | 6,280,570 | | | | | $ | 12,943,775 | | | | | $ | 25,000,000 | | | |||
Palms Weekly Portfolio, LP (“Palms”)
|
| | July 2016 | | | | | 6,650,000 | | | | | | 15,050,353 | | | | | | 24,500,000 | | | |||
South Mountain Square, LLC (“SMS”)
|
| | June 2012 | | | | | — | | | | | | 4,725,059 | | | | | | 10,800,000 | | | |||
Circle Lofts, LLC (“Eclipse”)
|
| | November 2016 | | | | | 2,491,043 | | | | | | 8,447,794 | | | | | | 11,500,000 | | | |||
The Roosevelt I, LLC (“Roosevelt”)
|
| | January 2016 | | | | | 2,017,379 | | | | | | 5,110,604 | | | | | | 7,000,000 | | | |||
CDIF Sunrise, LLC (“Treehouse”)
|
| | April 2014 | | | | | 7,727,619 | | | | | | 12,711,942 | | | | | | 18,200,000 | | | |||
Caliber Residential Advantage Fund, LP (“CRAF”)
|
| | August 2016 | | | | | 6,247,511 | | | | | | 3,778,884 | | | | | | 4,700,000 | | | |||
| | | | | | | $ | 31,414,122 | | | | | $ | 62,768,411 | | | | | $ | 101,700,000 | | | |||
|
| | | | | |
As of December 31, 2018
|
| ||||||||||||||||||
Fund Name
|
| |
Fund Inception
Date |
| |
Contributed
Capital, Net(1) |
| |
Investments, at
Cost(2) |
| |
Investments, at
Fair Value(3) |
| ||||||||||||
Commercial: | | | | | | | | | | | | | | | | | | | | | | | | | |
SIP Coffee & Beer Kitchen, LLC (“Sip”)
|
| | February 2017 | | | | $ | 394,286 | | | | | $ | 394,286 | | | | | $ | 600,000 | | | |||
AZ24HR Storage Kingman, LLC (“Kingman”)
|
| | December 2016 | | | | | 58,025 | | | | | | 536,823 | | | | | | 900,000 | | | |||
1040 N VIP Blvd, LLC (“VIP”)
|
| | December 2015 | | | | | 161,025 | | | | | | 1,957,537 | | | | | | 1,500,000 | | | |||
1601 Athol Ave, LLC (“Athol”)
|
| | December 2015 | | | | | 74,866 | | | | | | 1,299,952 | | | | | | 1,800,000 | | | |||
Logan Airport Storage, LLC (“Logan”)
|
| | February 2016 | | | | | 205,518 | | | | | | 1,832,997 | | | | | | 1,800,000 | | | |||
CDIF Baywood, LLC (“Baywood”)
|
| | December 2013 | | | | | 85,220 | | | | | | 77,689 | | | | | | 100,000 | | | |||
CH Mesa Holdings, LLC (“Mesa”)
|
| | July 2017 | | | | | 3,813,804 | | | | | | 8,199,229 | | | | | | 10,400,000 | | | |||
J-25 Johnstown Holdings, LLC (“J-25”)
|
| | May 2017 | | | | | 2,684,355 | | | | | | 5,200,982 | | | | | | 37,600,000 | | | |||
Fiesta Tech Owners, LLC (“Fiesta Tech”)
|
| | March 2016 | | | | | 1,804,998 | | | | | | 4,860,929 | | | | | | 8,000,000 | | | |||
| | | | | | | | 9,282,097 | | | | | | 24,360,424 | | | | | | 62,700,000 | | | |||
Total Funds
|
| | | | | | $ | 102,266,734 | | | | | $ | 243,642,240 | | | | | $ | 364,900,000 | | | |||
|
Non-Fund Assets
|
| | | | | | | | | | | | | | | | | | | ||||||
Residential(4): | | | | | | | | | | | | | | | | | | | | | | | |||
Caliber Auction Homes, LLC | | | | $ | — | | | | | $ | 4,111,640 | | | | | $ | 6,900,000 | | | ||||||
Saddleback Ranch, LLC (“Saddleback”) | | | | | — | | | | | | 1,122,437 | | | | | | 3,500,000 | | | ||||||
Total Assets Under Management | | | | $ | 102,266,734 | | | | | $ | 248,876,317 | | | | | $ | 375,300,000 | | |
| | | | | |
As of December 31, 2018
|
| ||||||||||||||||||
Fund Name
|
| |
Fund Inception
Date |
| |
Contributed
Capital, Net(1) |
| |
Investments, at
Cost(2) |
| |
Investments, at
Fair Value(3) |
| ||||||||||||
CDIF, LLC (“CDIF”)
|
| | May 2013 | | | | $ | 35,054,997 | | | | | $ | 34,533,954 | | | | | $ | 43,900,000 | | | |||
Caliber Diversified Opportunity Fund II, LP (“CDOF II”)
|
| | June 2017 | | | | | 14,279,089 | | | | | | 11,992,029 | | | | | | 27,621,562 | | | |||
Caliber Fixed Income Fund, LLC (“CFIF”)(4)
|
| | March 2014 | | | | | — | | | | | | — | | | | | | — | | | |||
Caliber Fixed Income Fund II, LLC (“CFIF II”)
|
| | April 2015 | | | | | 6,664,747 | | | | | | 6,646,542 | | | | | | 6,646,542 | | | |||
Caliber Fixed Income Fund III, LLC (“CFIF III”)
|
| | April 2018 | | | | | 10,247,515 | | | | | | 9,386,367 | | | | | | 9,386,367 | | | |||
Caliber Tax Advantaged Opportunity Zone Fund, LP (“CTAF”)
|
| | August 2018 | | | | | 13,000,000 | | | | | | 10,222,913 | | | | | | 10,222,913 | | | |||
| | | | | | | $ | 79,246,348 | | | | | $ | 72,781,805 | | | | | $ | 97,777,384 | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Total revenues
|
| | | $ | 43,796,783 | | | | | $ | 37,027,074 | | | | | $ | 6,769,709 | | | | | | 18.3 | % | | | |||
Total expenses
|
| | | | 36,541,624 | | | | | | 35,097,535 | | | | | | 1,444,089 | | | | | | 4.1 | % | | | |||
Operating Income
|
| | | | 7,255,159 | | | | | | 1,929,539 | | | | | | 5,325,620 | | | | | | 276.0 | % | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Total other expenses, net
|
| | | | 5,617,495 | | | | | | 5,821,669 | | | | | | (204,174 | ) | | | | | | (3.5 | )% | | | ||
Net Income (Loss) Before Income Taxes
|
| | | | 1,637,664 | | | | | | (3,892,130 | ) | | | | | | 5,529,794 | | | | | | (142.1 | )% | | | ||
Provision for (benefit from) income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.0 | % | | | |||
Net Income (Loss)
|
| | | | 1,637,664 | | | | | | (3,892,130 | ) | | | | | | 5,529,794 | | | | | | (142.1 | )% | | | ||
Net loss attributable to noncontrolling interests
|
| | | | 4,343 | | | | | | 2,083,288 | | | | | | (2,078,945 | ) | | | | | | (99.8 | )% | | | ||
Net Income (Loss) Attributable to CaliberCos Inc.
|
| | | $ | 1,642,007 | | | | | $ | (1,808,842 | ) | | | | | $ | 3,450,849 | | | | | | (190.8 | )% | | | ||
|
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Total revenues
|
| | | $ | 70,672,140 | | | | | $ | 64,419,136 | | | | | $ | 6,253,004 | | | | | | 9.7 | % | | | |||
Total expenses
|
| | | | 71,593,143 | | | | | | 63,331,217 | | | | | | 8,261,926 | | | | | | 13.0 | % | | | |||
Operating (Loss) Income
|
| | | | (921,003 | ) | | | | | | 1,087,919 | | | | | | (2,008,922 | ) | | | | | | (184.7 | )% | | | |
Total other expenses, net
|
| | | | 12,152,622 | | | | | | 9,593,503 | | | | | | 2,559,119 | | | | | | 26.7 | % | | | |||
Net Loss Before Income Taxes
|
| | | | (13,073,625 | ) | | | | | | (8,505,584 | ) | | | | | | (4,568,041 | ) | | | | | | 53.7 | % | | |
Provision for (benefit from) income taxes
|
| | | | — | | | | | | — | | | | | | — | | | | | | 0.0 | % | | | |||
Net Loss
|
| | | | (13,073,625 | ) | | | | | | (8,505,584 | ) | | | | | | (4,568,041 | ) | | | | | | 53.7 | % | | |
Net loss attributable to noncontrolling interests
|
| | | | (10,080,924 | ) | | | | | | (5,802,121 | ) | | | | | | (4,278,803 | ) | | | | | | 73.7 | % | | |
Net Loss Attributable to CaliberCos Inc
|
| | | $ | (2,992,701 | ) | | | | | $ | (2,703,463 | ) | | | | | $ | (289,238 | ) | | | | | | 10.7 | % | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fund management
|
| | | $ | 5,563,845 | | | | | $ | 2,562,866 | | | | | $ | 3,000,979 | | | | | | 117.1 | % | | | |||
Total revenues
|
| | | | 5,563,845 | | | | | | 2,562,866 | | | | | | 3,000,979 | | | | | | 117.1 | % | | | |||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 3,045,262 | | | | | | 2,966,636 | | | | | | 78,626 | | | | | | 2.7 | % | | | |||
General and administrative
|
| | | | 847,286 | | | | | | 990,065 | | | | | | (142,779 | ) | | | | | | (14.4 | )% | | | ||
Marketing and advertising
|
| | | | 140,856 | | | | | | 265,561 | | | | | | (124,705 | ) | | | | | | (47.0 | )% | | | ||
Depreciation
|
| | | | 28,612 | | | | | | 53,006 | | | | | | (24,394 | ) | | | | | | (46.0 | )% | | | ||
Total expenses
|
| | | | 4,062,016 | | | | | | 4,275,268 | | | | | | (213,252 | ) | | | | | | (5.0 | )% | | | ||
Operating Income (Loss)
|
| | | | 1,501,829 | | | | | | (1,712,402 | ) | | | | | | 3,214,231 | | | | | | (187.7 | )% | | | ||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses (income), net
|
| | | | 25,198 | | | | | | (53,450 | ) | | | | | | 78,648 | | | | | | (147.1 | )% | | | ||
Interest expense
|
| | | | 408,519 | | | | | | 499,646 | | | | | | (91,127 | ) | | | | | | (18.2 | )% | | | ||
Total other expenses, net
|
| | | | 433,717 | | | | | | 446,196 | | | | | | (12,479 | ) | | | | | | (2.8 | )% | | | ||
Net Income (Loss)
|
| | | $ | 1,068,112 | | | | | $ | (2,158,598 | ) | | | | | $ | 3,226,710 | | | | | | (149.5 | )% | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Construction and development
|
| | | $ | 2,701,707 | | | | | $ | 6,886,173 | | | | | $ | (4,184,466 | ) | | | | | | (60.8 | )% | | | ||
Other
|
| | | | 2,026 | | | | | | 6,747 | | | | | | (4,721 | ) | | | | | | (70.0 | )% | | | ||
Total revenues
|
| | | | 2,703,733 | | | | | | 6,892,920 | | | | | | (4,189,187 | ) | | | | | | (60.8 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – construction
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
and development
|
| | | | 2,345,109 | | | | | | 6,468,121 | | | | | | (4,123,012 | ) | | | | | | (63.7 | )% | | | ||
Operating costs
|
| | | | 421,001 | | | | | | 285,453 | | | | | | 135,548 | | | | | | 47.5 | % | | | |||
General and administrative
|
| | | | 37,541 | | | | | | 14,268 | | | | | | 23,273 | | | | | | 163.1 | % | | | |||
Marketing and advertising
|
| | | | 13,327 | | | | | | 7,523 | | | | | | 5,804 | | | | | | 77.2 | % | | | |||
Total expenses
|
| | | | 2,816,978 | | | | | | 6,775,365 | | | | | | (3,958,387 | ) | | | | | | (58.4 | )% | | | ||
Net (Loss) Income
|
| | | $ | (113,245 | ) | | | | | $ | 117,555 | | | | | $ | (230,800 | ) | | | | | | (196.3 | )% | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income
|
| | | $ | 545 | | | | | $ | — | | | | | $ | 545 | | | | | | 100.0 | % | | | |||
Property management
|
| | | | 176,401 | | | | | | 250,409 | | | | | | (74,008 | ) | | | | | | (29.6 | )% | | | ||
Other
|
| | | | 19,717 | | | | | | 43,519 | | | | | | (23,802 | ) | | | | | | (54.7 | )% | | | ||
Total revenues
|
| | | | 196,663 | | | | | | 293,928 | | | | | | (97,265 | ) | | | | | | (33.1 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 27,669 | | | | | | 137,094 | | | | | | (109,425 | ) | | | | | | (79.8 | )% | | | ||
General and administrative
|
| | | | 6,238 | | | | | | 23,404 | | | | | | (17,166 | ) | | | | | | (73.3 | )% | | | ||
Marketing and advertising
|
| | | | 3,155 | | | | | | 11,668 | | | | | | (8,513 | ) | | | | | | (73.0 | )% | | | ||
Management fees
|
| | | | — | | | | | | 925 | | | | | | (925 | ) | | | | | | (100.0 | )% | | | ||
Total expenses
|
| | | | 37,062 | | | | | | 173,091 | | | | | | (136,029 | ) | | | | | | (78.6 | )% | | | ||
Net Income
|
| | | $ | 159,601 | | | | | $ | 120,837 | | | | | $ | 38,764 | | | | | | 32.1 | % | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate sales
|
| | | $ | 1,409,890 | | | | | $ | 3,714,200 | | | | | $ | (2,304,310 | ) | | | | | | (62.0 | )% | | | ||
Rental income
|
| | | | 44,084 | | | | | | 182,986 | | | | | | (138,902 | ) | | | | | | (75.9 | )% | | | ||
Property management
|
| | | | 612 | | | | | | 87 | | | | | | 525 | | | | | | 603.4 | % | | | |||
Brokerage
|
| | | | 602,171 | | | | | | 1,000,492 | | | | | | (398,321 | ) | | | | | | (39.8 | )% | | | ||
Other
|
| | | | — | | | | | | 276 | | | | | | (276 | ) | | | | | | (100.0 | )% | | | ||
Total revenues
|
| | | | 2,056,757 | | | | | | 4,898,041 | | | | | | (2,841,284 | ) | | | | | | (58.0 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – real estate
|
| | | | 760,117 | | | | | | 3,344,740 | | | | | | (2,584,623 | ) | | | | | | (77.3 | )% | | | ||
Cost of sales – brokerage
|
| | | | 231,799 | | | | | | 591,453 | | | | | | (359,654 | ) | | | | | | (60.8 | )% | | | ||
Operating costs
|
| | | | 123,996 | | | | | | 195,689 | | | | | | (71,693 | ) | | | | | | (36.6 | )% | | | ||
General and administrative
|
| | | | 7,833 | | | | | | 47,813 | | | | | | (39,980 | ) | | | | | | (83.6 | )% | | | ||
Marketing and advertising
|
| | | | 31,083 | | | | | | 33,777 | | | | | | (2,694 | ) | | | | | | (8.0 | )% | | | ||
Management fees
|
| | | | 2,415 | | | | | | 10,935 | | | | | | (8,520 | ) | | | | | | (77.9 | )% | | | ||
Depreciation
|
| | | | 77,155 | | | | | | 166,938 | | | | | | (89,783 | ) | | | | | | (53.8 | )% | | | ||
Impairment
|
| | | | — | | | | | | 38,125 | | | | | | (38,125 | ) | | | | | | (100.0 | )% | | | ||
Total expenses
|
| | | | 1,234,398 | | | | | | 4,429,470 | | | | | | (3,195,072 | ) | | | | | | (72.1 | )% | | | ||
Operating Income
|
| | | | 822,359 | | | | | | 468,571 | | | | | | 353,788 | | | | | | 75.5 | % | | | |||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income, net
|
| | | | (38,260 | ) | | | | | | — | | | | | | (38,260 | ) | | | | | | 100.0 | % | | | |
Interest income
|
| | | | (1,337 | ) | | | | | | (4,019 | ) | | | | | | 2,682 | | | | | | (66.7 | )% | | | |
Interest expense
|
| | | | 229,085 | | | | | | 359,367 | | | | | | (130,282 | ) | | | | | | (36.3 | )% | | | ||
Total other expenses, net
|
| | | | 189,488 | | | | | | 355,348 | | | | | | (165,860 | ) | | | | | | (46.7 | )% | | | ||
Net Income
|
| | | $ | 632,871 | | | | | $ | 113,223 | | | | | $ | 519,648 | | | | | | 459.0 | % | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | 33,150,460 | | | | | $ | 27,050,571 | | | | | $ | 6,099,889 | | | | | | 22.5 | % | | | |||
Total revenues
|
| | | | 33,150,460 | | | | | | 27,050,571 | | | | | | 6,099,889 | | | | | | 22.5 | % | | | |||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | 11,278,818 | | | | | | 9,494,557 | | | | | | 1,784,261 | | | | | | 18.8 | % | | | |||
Operating costs
|
| | | | 5,693,213 | | | | | | 4,620,209 | | | | | | 1,073,004 | | | | | | 23.2 | % | | | |||
General and administrative
|
| | | | 2,158,840 | | | | | | 1,700,673 | | | | | | 458,167 | | | | | | 26.9 | % | | | |||
Marketing and advertising
|
| | | | 2,525,036 | | | | | | 1,852,500 | | | | | | 672,536 | | | | | | 36.3 | % | | | |||
Franchise fees
|
| | | | 2,398,823 | | | | | | 1,962,388 | | | | | | 436,435 | | | | | | 22.2 | % | | | |||
Management fees
|
| | | | 2,208,063 | | | | | | 936,878 | | | | | | 1,271,185 | | | | | | 135.7 | % | | | |||
Depreciation
|
| | | | 3,518,859 | | | | | | 3,243,160 | | | | | | 275,699 | | | | | | 8.5 | % | | | |||
Total expenses
|
| | | | 29,781,652 | | | | | | 23,810,365 | | | | | | 5,971,287 | | | | | | 25.1 | % | | | |||
Operating Income (Loss)
|
| | | | 3,368,808 | | | | | | 3,240,206 | | | | | | 128,602 | | | | | | 4.0 | % | | | |||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses, net
|
| | | | 572,252 | | | | | | 1,163,655 | | | | | | (591,403 | ) | | | | | | (50.8 | )% | | | ||
Interest income
|
| | | | (22,909 | ) | | | | | | (39,868 | ) | | | | | | 16,959 | | | | | | (42.5 | )% | | | |
Interest expense
|
| | | | 4,474,599 | | | | | | 4,910,859 | | | | | | (436,260 | ) | | | | | | (8.9 | )% | | | ||
Total other expenses, net
|
| | | | 5,023,942 | | | | | | 6,034,646 | | | | | | (1,010,704 | ) | | | | | | (16.7 | )% | | | ||
Net Loss
|
| | | $ | (1,655,134 | ) | | | | | $ | (2,794,440 | ) | | | | | $ | 1,139,306 | | | | | | (40.8 | )% | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income
|
| | | $ | 4,316,012 | | | | | $ | 3,744,569 | | | | | $ | 571,443 | | | | | | 15.3 | % | | | |||
Property management
|
| | | | 20,853 | | | | | | 23,758 | | | | | | (2,905 | ) | | | | | | (12.2 | )% | | | ||
Other
|
| | | | 9,412 | | | | | | 13,395 | | | | | | (3,983 | ) | | | | | | (29.7 | )% | | | ||
Total revenues
|
| | | | 4,346,277 | | | | | | 3,781,722 | | | | | | 564,555 | | | | | | 14.9 | % | | | |||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 2,104,654 | | | | | | 1,902,154 | | | | | | 202,500 | | | | | | 10.6 | % | | | |||
General and administrative
|
| | | | 278,615 | | | | | | 237,439 | | | | | | 41,176 | | | | | | 17.3 | % | | | |||
Marketing and advertising
|
| | | | 129,518 | | | | | | 126,380 | | | | | | 3,138 | | | | | | 2.5 | % | | | |||
Management fees
|
| | | | 152,237 | | | | | | 179,197 | | | | | | (26,960 | ) | | | | | | (15.0 | )% | | | ||
Depreciation
|
| | | | 1,133,545 | | | | | | 845,534 | | | | | | 288,011 | | | | | | 34.1 | % | | | |||
Total expenses
|
| | | | 3,798,569 | | | | | | 3,290,704 | | | | | | 507,865 | | | | | | 15.4 | % | | | |||
Operating Income
|
| | | | 547,708 | | | | | | 491,018 | | | | | | 56,690 | | | | | | 11.5 | % | | | |||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income, net
|
| | | | (271,858 | ) | | | | | | (694,550 | ) | | | | | | 422,692 | | | | | | (60.9 | )% | | | |
Income from investments
|
| | | | (87,619 | ) | | | | | | — | | | | | | (87,619 | ) | | | | | | 100.0 | % | | | |
Interest income
|
| | | | (1,804 | ) | | | | | | (15,096 | ) | | | | | | 13,292 | | | | | | (88.0 | )% | | | |
Interest expense
|
| | | | 1,084,212 | | | | | | 1,122,236 | | | | | | (38,024 | ) | | | | | | (3.4 | )% | | | ||
Total other expenses, net
|
| | | | 722,931 | | | | | | 412,590 | | | | | | 310,341 | | | | | | 75.2 | % | | | |||
Net (Loss) Income
|
| | | $ | (175,223 | ) | | | | | $ | 78,428 | | | | | $ | (253,651 | ) | | | | | | (323.4 | )% | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income
|
| | | $ | 479,022 | | | | | $ | 500,904 | | | | | $ | (21,882 | ) | | | | | | (4.4 | )% | | | ||
Property management
|
| | | | 60 | | | | | | — | | | | | | 60 | | | | | | 100.0 | % | | | |||
Other
|
| | | | 210 | | | | | | 6 | | | | | | 204 | | | | | | 100.0 | % | | | |||
Total revenues
|
| | | | 479,292 | | | | | | 500,910 | | | | | | (21,618 | ) | | | | | | (4.3 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 264,427 | | | | | | 285,100 | | | | | | (20,673 | ) | | | | | | (7.3 | )% | | | ||
General and administrative
|
| | | | 150,245 | | | | | | 141,973 | | | | | | 8,272 | | | | | | 5.8 | % | | | |||
Marketing and advertising
|
| | | | 25,009 | | | | | | 11,406 | | | | | | 13,603 | | | | | | 119.3 | % | | | |||
Management fees
|
| | | | 80,946 | | | | | | 87,870 | | | | | | (6,924 | ) | | | | | | (7.9 | )% | | | ||
Depreciation
|
| | | | 92,528 | | | | | | 121,710 | | | | | | (29,182 | ) | | | | | | (24.0 | )% | | | ||
Total expenses
|
| | | | 613,155 | | | | | | 648,059 | | | | | | (34,904 | ) | | | | | | (5.4 | )% | | | ||
Operating Loss
|
| | | | (133,863 | ) | | | | | | (147,149 | ) | | | | | | 13,286 | | | | | | (9.0 | )% | | | |
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses, net
|
| | | | 33,557 | | | | | | 27,450 | | | | | | 6,107 | | | | | | 22.2 | % | | | |||
Gain on disposition of real estate
|
| | | | (401,557 | ) | | | | | | (726,977 | ) | | | | | | 325,420 | | | | | | (44.8 | )% | | | |
Interest expense
|
| | | | 628,583 | | | | | | 639,501 | | | | | | (10,918 | ) | | | | | | (1.7 | )% | | | ||
Total other expenses (income), net
|
| | | | 260,583 | | | | | | (60,026 | ) | | | | | | 320,609 | | | | | | (534.1 | )% | | | ||
Net Loss
|
| | | $ | (394,446 | ) | | | | | $ | (87,123 | ) | | | | | $ | (307,323 | ) | | | | | | 352.7 | % | | |
| | |
Six Months Ended June 30,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2019
|
| |
2018
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | — | % | | | |||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 19,197 | | | | | | 620,795 | | | | | | (601,598 | ) | | | | | | (96.9 | )% | | | ||
General and administrative
|
| | | | 327,610 | | | | | | 292,413 | | | | | | 35,197 | | | | | | 12.0 | % | | | |||
Marketing and advertising
|
| | | | 820,534 | | | | | | 25,698 | | | | | | 794,836 | | | | | | 3093.0 | % | | | |||
Management fees
|
| | | | 960,559 | | | | | | 345,559 | | | | | | 615,000 | | | | | | 178.0 | % | | | |||
Total expenses
|
| | | | 2,127,900 | | | | | | 1,284,465 | | | | | | 843,435 | | | | | | 65.7 | % | | | |||
Operating Loss
|
| | | | (2,127,900 | ) | | | | | | (1,284,465 | ) | | | | | | (843,435 | ) | | | | | | 65.7 | % | | |
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses, net
|
| | | | 13,471 | | | | | | — | | | | | | 13,471 | | | | | | 100.0 | % | | | |||
Income from investments
|
| | | | (1,286,217 | ) | | | | | | (588,034 | ) | | | | | | (698,183 | ) | | | | | | 118.7 | % | | |
Interest income
|
| | | | (922,721 | ) | | | | | | (1,128,710 | ) | | | | | | 205,989 | | | | | | (18.2 | )% | | | |
Interest expense
|
| | | | 1,969,595 | | | | | | 1,187,189 | | | | | | 782,406 | | | | | | 65.9 | % | | | |||
Total other income, net
|
| | | | (225,872 | ) | | | | | | (529,555 | ) | | | | | | 303,683 | | | | | | 57.3 | % | | | |
Net Loss
|
| | | $ | (1,902,028 | ) | | | | | $ | (754,910 | ) | | | | | $ | (1,147,118 | ) | | | | | | 152.0 | % | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fund management
|
| | | $ | 8,381,850 | | | | | $ | 3,997,765 | | | | | $ | 4,384,085 | | | | | | 109.7 | % | | | |||
Total revenues
|
| | | | 8,381,850 | | | | | | 3,997,765 | | | | | | 4,384,085 | | | | | | 109.7 | % | | | |||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 6,403,829 | | | | | | 3,309,369 | | | | | | 3,094,460 | | | | | | 93.5 | % | | | |||
General and administrative
|
| | | | 2,412,934 | | | | | | 2,202,841 | | | | | | 210,093 | | | | | | 9.5 | % | | | |||
Marketing and advertising
|
| | | | 487,814 | | | | | | 272,402 | | | | | | 215,412 | | | | | | 79.1 | % | | | |||
Depreciation
|
| | | | 85,783 | | | | | | 98,365 | | | | | | (12,582 | ) | | | | | | (12.8 | )% | | | ||
Total expenses
|
| | | | 9,390,360 | | | | | | 5,882,977 | | | | | | 3,507,383 | | | | | | 59.6 | % | | | |||
Operating Loss
|
| | | | (1,008,510 | ) | | | | | | (1,885,212 | ) | | | | | | 876,702 | | | | | | (46.5 | )% | | | |
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (income) expenses, net
|
| | | | (28,571 | ) | | | | | | 152,498 | | | | | | (181,069 | ) | | | | | | (118.7 | )% | | | |
Interest income
|
| | | | — | | | | | | (856 | ) | | | | | | 856 | | | | | | (100.0 | )% | | | ||
Interest expense
|
| | | | 939,314 | | | | | | 1,463,763 | | | | | | (524,449 | ) | | | | | | (35.8 | )% | | | ||
Total other expenses, net
|
| | | | 910,743 | | | | | | 1,615,405 | | | | | | (704,662 | ) | | | | | | (43.6 | )% | | | ||
Net Loss
|
| | | $ | (1,919,253 | ) | | | | | $ | (3,500,617 | ) | | | | | $ | 1,581,364 | | | | | | (45.2 | )% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Construction and development
|
| | | $ | 9,425,377 | | | | | $ | 20,565,534 | | | | | $ | (11,140,157 | ) | | | | | | (54.2 | )% | | | ||
Other
|
| | | | 9,399 | | | | | | — | | | | | | 9,399 | | | | | | 100.0 | % | | | |||
Total revenues
|
| | | | 9,434,776 | | | | | | 20,565,534 | | | | | | (11,130,758 | ) | | | | | | (54.1 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – construction
and development |
| | | | 8,824,608 | | | | | | 18,622,858 | | | | | | (9,798,250 | ) | | | | | | (52.6 | )% | | | ||
Operating costs
|
| | | | 685,756 | | | | | | 543,337 | | | | | | 142,419 | | | | | | 26.2 | % | | | |||
General and administrative
|
| | | | 41,492 | | | | | | 35,609 | | | | | | 5,883 | | | | | | 16.5 | % | | | |||
Marketing and advertising
|
| | | | 2,275 | | | | | | 8,904 | | | | | | (6,629 | ) | | | | | | (74.4 | )% | | | ||
Total expenses
|
| | | | 9,554,131 | | | | | | 19,210,708 | | | | | | (9,656,577 | ) | | | | | | (50.3 | )% | | | ||
Operating (Loss) Income
|
| | | | (119,355 | ) | | | | | | 1,354,826 | | | | | | (1,474,181 | ) | | | | | | (108.8 | )% | | | |
Other Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses
|
| | | | — | | | | | | 9,718 | | | | | | (9,718 | ) | | | | | | (100.0 | )% | | | ||
Total other expenses
|
| | | | — | | | | | | 9,718 | | | | | | (9,718 | ) | | | | | | (100.0 | )% | | | ||
Net (Loss) Income
|
| | | $ | (119,355 | ) | | | | | $ | 1,345,108 | | | | | $ | (1,464,463 | ) | | | | | | (108.9 | )% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Property management
|
| | | $ | 476,381 | | | | | $ | 700,870 | | | | | $ | (224,489 | ) | | | | | | (32.0 | )% | | | ||
Other
|
| | | | 88,329 | | | | | | — | | | | | | 88,329 | | | | | | 100.0 | % | | | |||
Total revenues
|
| | | | 564,710 | | | | | | 700,870 | | | | | | (136,160 | ) | | | | | | (19.4 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 195,699 | | | | | | 677,813 | | | | | | (482,114 | ) | | | | | | (71.1 | )% | | | ||
General and administrative
|
| | | | 53,221 | | | | | | 87,483 | | | | | | (34,262 | ) | | | | | | (39.2 | )% | | | ||
Marketing and advertising
|
| | | | 31 | | | | | | — | | | | | | 31 | | | | | | 100.0 | % | | | |||
Management fees
|
| | | | 1,075 | | | | | | 880 | | | | | | 195 | | | | | | 22.2 | % | | | |||
Total expenses
|
| | | | 250,026 | | | | | | 766,176 | | | | | | (516,150 | ) | | | | | | (67.4 | )% | | | ||
Net Income (Loss)
|
| | | $ | 314,684 | | | | | $ | (65,306 | ) | | | | | $ | 379,990 | | | | | | (581.9 | )% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Brokerage
|
| | | $ | 1,892,329 | | | | | $ | 1,860,411 | | | | | $ | 31,918 | | | | | | 1.7 | % | | | |||
Total revenues
|
| | | | 1,892,329 | | | | | | 1,860,411 | | | | | | 31,918 | | | | | | 1.7 | % | | | |||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – brokerage
|
| | | | 1,033,162 | | | | | | 1,445,458 | | | | | | (412,296 | ) | | | | | | (28.5 | )% | | | ||
Operating costs
|
| | | | 94,941 | | | | | | 15,748 | | | | | | 79,193 | | | | | | 502.9 | % | | | |||
General and administrative
|
| | | | 110,390 | | | | | | 124,385 | | | | | | (13,995 | ) | | | | | | (11.3 | )% | | | ||
Marketing and advertising
|
| | | | 715 | | | | | | 60,003 | | | | | | (59,288 | ) | | | | | | (98.8 | )% | | | ||
Total expenses
|
| | | | 1,239,208 | | | | | | 1,645,594 | | | | | | (406,386 | ) | | | | | | (24.7 | )% | | | ||
Operating Income
|
| | | | 653,121 | | | | | | 214,817 | | | | | | 438,304 | | | | | | 204.0 | % | | | |||
Other Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses
|
| | | | 160 | | | | | | — | | | | | | 160 | | | | | | 100.0 | % | | | |||
Interest expense
|
| | | | 743 | | | | | | 3,478 | | | | | | (2,735 | ) | | | | | | (78.6 | )% | | | ||
Total other expenses
|
| | | | 903 | | | | | | 3,478 | | | | | | (2,575 | ) | | | | | | (74.0 | )% | | | ||
Net Income
|
| | | $ | 652,218 | | | | | $ | 211,339 | | | | | $ | 440,879 | | | | | | 208.6 | % | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | 50,866,351 | | | | | $ | 46,283,522 | | | | | $ | 4,582,829 | | | | | | 9.9 | % | | | |||
Total revenues
|
| | | | 50,866,351 | | | | | | 46,283,522 | | | | | | 4,582,829 | | | | | | 9.9 | % | | | |||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | 20,142,966 | | | | | | 18,185,547 | | | | | | 1,957,419 | | | | | | 10.8 | % | | | |||
Operating costs
|
| | | | 10,640,885 | | | | | | 7,545,355 | | | | | | 3,095,530 | | | | | | 41.0 | % | | | |||
General and administrative
|
| | | | 3,496,893 | | | | | | 5,110,525 | | | | | | (1,613,632 | ) | | | | | | (31.6 | )% | | | ||
Marketing and advertising
|
| | | | 3,897,823 | | | | | | 3,398,913 | | | | | | 498,910 | | | | | | 14.7 | % | | | |||
Franchise fees
|
| | | | 3,580,300 | | | | | | 3,067,828 | | | | | | 512,472 | | | | | | 16.7 | % | | | |||
Management fees
|
| | | | 3,919,837 | | | | | | 2,498,623 | | | | | | 1,421,214 | | | | | | 56.9 | % | | | |||
Depreciation
|
| | | | 6,662,663 | | | | | | 5,518,624 | | | | | | 1,144,039 | | | | | | 20.7 | % | | | |||
Total expenses
|
| | | | 52,341,367 | | | | | | 45,325,415 | | | | | | 7,015,952 | | | | | | 15.5 | % | | | |||
Operating (Loss) Income
|
| | | | (1,475,016 | ) | | | | | | 958,107 | | | | | | (2,433,123 | ) | | | | | | (254.1 | )% | | | |
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses, net
|
| | | | 726,910 | | | | | | 532,391 | | | | | | 194,519 | | | | | | 36.5 | % | | | |||
Interest income
|
| | | | (35,301 | ) | | | | | | — | | | | | | (35,301 | ) | | | | | | 100.0 | % | | | |
Interest expense
|
| | | | 9,805,722 | | | | | | 7,786,175 | | | | | | 2,019,547 | | | | | | 25.9 | % | | | |||
Total other expenses, net
|
| | | | 10,497,331 | | | | | | 8,318,566 | | | | | | 2,178,765 | | | | | | 26.2 | % | | | |||
Net Loss
|
| | | $ | (11,972,347 | ) | | | | | $ | (7,360,459 | ) | | | | | $ | (4,611,888 | ) | | | | | | 62.7 | % | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Real estate sales
|
| | | $ | 6,289,200 | | | | | $ | 7,877,470 | | | | | $ | (1,588,270 | ) | | | | | | (20.2 | )% | | | ||
Rental income
|
| | | | 8,204,318 | | | | | | 7,613,774 | | | | | | 590,544 | | | | | | 7.8 | % | | | |||
Property management
|
| | | | 60,804 | | | | | | — | | | | | | 60,804 | | | | | | 100.0 | % | | | |||
Other
|
| | | | 75,675 | | | | | | — | | | | | | 75,675 | | | | | | 100.0 | % | | | |||
Total revenues
|
| | | | 14,629,997 | | | | | | 15,491,244 | | | | | | (861,247 | ) | | | | | | (5.6 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – real estate
|
| | | | 5,435,336 | | | | | | 7,085,829 | | | | | | (1,650,493 | ) | | | | | | (23.3 | )% | | | ||
Operating costs
|
| | | | 4,361,579 | | | | | | 4,218,934 | | | | | | 142,645 | | | | | | 3.4 | % | | | |||
General and administrative
|
| | | | 431,494 | | | | | | 609,122 | | | | | | (177,628 | ) | | | | | | (29.2 | )% | | | ||
Marketing and advertising
|
| | | | 263,180 | | | | | | 158,075 | | | | | | 105,105 | | | | | | 66.5 | % | | | |||
Management fees
|
| | | | 1,072,093 | | | | | | 728,129 | | | | | | 343,964 | | | | | | 47.2 | % | | | |||
Depreciation
|
| | | | 2,560,219 | | | | | | 2,157,223 | | | | | | 402,996 | | | | | | 18.7 | % | | | |||
Impairment
|
| | | | 839,250 | | | | | | 460,906 | | | | | | 378,344 | | | | | | 82.1 | % | | | |||
Total expenses
|
| | | | 14,963,151 | | | | | | 15,418,218 | | | | | | (455,067 | ) | | | | | | (3.0 | )% | | | ||
Operating (Loss) Income
|
| | | | (333,154 | ) | | | | | | 73,026 | | | | | | (406,180 | ) | | | | | | (556.2 | )% | | | |
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (income) expenses, net
|
| | | | (179,867 | ) | | | | | | 264,641 | | | | | | (444,508 | ) | | | | | | (168.0 | )% | | | |
Interest income
|
| | | | (33,801 | ) | | | | | | (23,571 | ) | | | | | | (10,230 | ) | | | | | | 43.4 | % | | |
Gain on disposition of real estate
|
| | | | (2,608,061 | ) | | | | | | (1,478,865 | ) | | | | | | (1,129,196 | ) | | | | | | 76.4 | % | | |
Interest expense
|
| | | | 2,618,240 | | | | | | 2,598,563 | | | | | | 19,677 | | | | | | 0.8 | % | | | |||
Total other (income) expenses, net
|
| | | | (203,489 | ) | | | | | | 1,360,768 | | | | | | (1,564,257 | ) | | | | | | (115.0 | )% | | | |
Net Loss
|
| | | $ | (129,665 | ) | | | | | $ | (1,287,742 | ) | | | | | $ | 1,158,077 | | | | | | (89.9 | )% | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rental income
|
| | | $ | 959,077 | | | | | $ | 964,115 | | | | | $ | (5,038 | ) | | | | | | (0.5 | )% | | | ||
Total revenues
|
| | | | 959,077 | | | | | | 964,115 | | | | | | (5,038 | ) | | | | | | (0.5 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 550,412 | | | | | | 744,332 | | | | | | (193,920 | ) | | | | | | (26.1 | )% | | | ||
General and administrative
|
| | | | 292,237 | | | | | | 30,448 | | | | | | 261,789 | | | | | | 859.8 | % | | | |||
Marketing and advertising
|
| | | | 40,726 | | | | | | 60,895 | | | | | | (20,169 | ) | | | | | | (33.1 | )% | | | ||
Management fees
|
| | | | 234,518 | | | | | | 264,604 | | | | | | (30,086 | ) | | | | | | (11.4 | )% | | | ||
Depreciation
|
| | | | 270,841 | | | | | | 440,375 | | | | | | (169,534 | ) | | | | | | (38.5 | )% | | | ||
Total expenses
|
| | | | 1,388,734 | | | | | | 1,540,654 | | | | | | (151,920 | ) | | | | | | (9.9 | )% | | | ||
Operating Loss
|
| | | | (429,657 | ) | | | | | | (576,539 | ) | | | | | | 146,882 | | | | | | (25.5 | )% | | | |
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other expenses, net
|
| | | | 94,119 | | | | | | 17,501 | | | | | | 76,618 | | | | | | 437.8 | % | | | |||
Gain on disposition of real estate
|
| | | | (699,222 | ) | | | | | | (492,362 | ) | | | | | | (206,860 | ) | | | | | | 42.0 | % | | |
Interest expense
|
| | | | 1,309,209 | | | | | | 640,343 | | | | | | 668,866 | | | | | | 104.5 | % | | | |||
Total other expenses, net
|
| | | | 704,106 | | | | | | 165,482 | | | | | | 538,624 | | | | | | 325.5 | % | | | |||
Net Income (Loss)
|
| | | $ | (1,133,763 | ) | | | | | $ | (742,021 | ) | | | | | $ | (391,742 | ) | | | | | | 52.8 | % | | |
| | |
Year Ended December 31,
|
| | | | | | | | | | | | | | | |||||||||||
| | |
2018
|
| |
2017
|
| |
Change
|
| |
Change
|
| ||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fund management
|
| | | $ | — | | | | | $ | 30,000 | | | | | $ | (30,000 | ) | | | | | | (100.0 | )% | | | ||
Total revenues
|
| | | | — | | | | | | 30,000 | | | | | | (30,000 | ) | | | | | | (100.0 | )% | | | ||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | | 636,854 | | | | | | 36,086 | | | | | | 600,768 | | | | | | 1664.8 | % | | | |||
General and administrative
|
| | | | 1,620,256 | | | | | | 796,882 | | | | | | 823,374 | | | | | | 103.3 | % | | | |||
Marketing and advertising
|
| | | | 76,658 | | | | | | 70,006 | | | | | | 6,652 | | | | | | 9.5 | % | | | |||
Management fees
|
| | | | 1,039,150 | | | | | | 771,718 | | | | | | 267,432 | | | | | | 34.7 | % | | | |||
Total expenses
|
| | | | 3,372,918 | | | | | | 1,674,692 | | | | | | 1,698,226 | | | | | | 101.4 | % | | | |||
Operating Loss
|
| | | | (3,372,918 | ) | | | | | | (1,644,692 | ) | | | | | | (1,728,226 | ) | | | | | | 105.1 | % | | |
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | — | | | | | | (1,217 | ) | | | | | | 1,217 | | | | | | (100.0 | )% | | | ||
Income from investments
|
| | | | (2,383,746 | ) | | | | | | (3,807,830 | ) | | | | | | 1,424,084 | | | | | | (37.4 | )% | | | |
Interest income
|
| | | | (1,212,541 | ) | | | | | | (1,414,847 | ) | | | | | | 202,306 | | | | | | (14.3 | )% | | | |
Interest expense
|
| | | | 2,419,432 | | | | | | 2,649,432 | | | | | | (230,000 | ) | | | | | | (8.7 | )% | | | ||
Total other income, net
|
| | | | (1,176,855 | ) | | | | | | (2,574,462 | ) | | | | | | 1,397,607 | | | | | | (54.3 | )% | | | |
Net (Loss) Income
|
| | | $ | (2,196,063 | ) | | | | | $ | 929,770 | | | | | $ | (3,125,833 | ) | | | | | | (336.2 | )% | | |
| | |
2018
|
| |
2017
|
| ||||||||
Hospitality
|
| | | $ | 39,338,449 | | | | | $ | 32,716,015 | | | ||
Residential
|
| | | | 20,059,553 | | | | | | 16,776,624 | | | ||
Commercial
|
| | | | 5,428,238 | | | | | | 1,615,000 | | | ||
Diversified
|
| | | | 79,027,410 | | | | | | 56,128,969 | | | ||
| | | | $ | 143,853,650 | | | | | $ | 107,236,608 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Hospitality
|
| | | $ | 200,346,000 | | | | | $ | 149,699,999 | | | ||
Residential
|
| | | | 111,572,000 | | | | | | 90,307,900 | | | ||
Commercial
|
| | | | 62,639,000 | | | | | | 38,564,287 | | | ||
| | | | $ | 374,557,000 | | | | | $ | 278,572,186 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Beginning of year
|
| | | $ | 107,236,609 | | | | | $ | 92,060,634 | | | ||
Originations
|
| | | | 49,644,702 | | | | | | 27,696,552 | | | ||
Redemptions
|
| | | | (13,027,661 | ) | | | | | | (12,520,578 | ) | | |
End of year
|
| | | $ | 143,853,650 | | | | | $ | 107,236,608 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Beginning of year
|
| | | $ | 278,572,186 | | | | | $ | 204,112,872 | | | ||
Assets acquired
|
| | | | 29,957,391 | | | | | | 17,943,620 | | | ||
Construction/renovation
|
| | | | 13,016,662 | | | | | | 25,421,170 | | | ||
Market appreciation/depreciation, net
|
| | | | 64,926,964 | | | | | | 42,339,205 | | | ||
Asset sold
|
| | | | (11,916,203 | ) | | | | | | (11,244,681 | ) | | |
End of year
|
| | | $ | 374,557,000 | | | | | $ | 278,572,186 | | |
| | |
Year Ended December 31,
|
| |||||||||||
| | |
2018
|
| |
2017
|
| ||||||||
Net Loss Attributable to CaliberCos Inc.
|
| | | $ | (2,992,701 | ) | | | | | $ | (2,703,463 | ) | | |
(1) Add: | | | | | | | | | | | | | | | |
Interest expense
|
| | | | 1,504,214 | | | | | | 2,562,393 | | | ||
Provision for income taxes
|
| | | | — | | | | | | — | | | ||
Depreciation expense
|
| | | | 334,128 | | | | | | 518,256 | | | ||
Amortization expense
|
| | | | — | | | | | | 41,220 | | | ||
EBITDA
|
| | | | (1,154,359 | ) | | | | | | 418,406 | | | |
(1) Add: | | | | | | | | | | | | | | | |
Impairment expense
|
| | | | 839,250 | | | | | | 460,906 | | | ||
Loss on extinguishment of debt
|
| | | | — | | | | | | 40,301 | | | ||
Severance expense
|
| | | | 25,000 | | | | | | 150,000 | | | ||
Share buy back
|
| | | | 48,600 | | | | | | — | | | ||
ESOP
|
| | | | 1,333,000 | | | | | | — | | | ||
Founders income tax reimbursement
|
| | | | 140,000 | | | | | | 200,000 | | | ||
Form 1-A costs
|
| | | | 1,130,486 | | | | | | 1,039,195 | | | ||
Adjusted EBITDA
|
| | | $ | 2,361,977 | | | | | $ | 2,308,808 | | |
Entity/Fund
|
| |
Property
|
| |
Total
Construction Cost |
| |
Construction
Start Date |
| |
Construction
Completion Date |
| |
2018
EBITDA |
| ||||||||
CHPH, LLC
|
| |
Crown Plaza Hotel Phoenix
Airport |
| | | $ | 11,700,000 | | | |
November 2013
|
| |
December 2016
|
| | | $ | 1,234,995 | | | ||
Indian Bend Hotel Group, LLC
|
| |
Hampton Inn & Suites
Scottsdale/Riverwalk |
| | | | N/A | | | | N/A | | | N/A | | | | | 1,046,688 | | | ||
44th & McDowell Hotel Group, LLC
|
| |
Holiday Inn & Suites
Phoenix Airport North |
| | | | 6,063,000 | | | | August 2015 | | | March 2018 | | | | | 970,542 | | | ||
Tucson East, LLC
|
| | Hilton Tucson East | | | | | 9,500,000 | | | | July 2016 | | | May 2018 | | | | | 468,771 | | | ||
Elliot 10 Fund, LLC
|
| | Four Points by Sheraton | | | | | 856,700 | | | | January 2019 | | | June 2019 | | | | | (1,463,383 | ) | | | |
CH Ocotillo Inv Fund, LLC
|
| | Holiday Inn & Suites Chandler | | | | | N/A | | | | N/A | | | N/A | | | | | (294,170 | ) | | | |
47th Street Phoenix Fund, LLC
|
| | Hilton Phoenix Airport | | | | | 352,375 | | | | June 2017 | | | June 2019 | | | | | 3,818,261 | | | ||
Edgewater Hotel Group, LLC
|
| | Rodeway Inn Edgewater | | | | | 100,000 | | | | April 2019 | | | June 2019 | | | | | (507,100 | ) | | | |
SF Alaska, LP
|
| | Salmon Falls Resort | | | | | 400,000 | | | | January 2016 | | | June 2019 | | | | | (813,867 | ) | | | |
Uptown Square, LLC
|
| | Uptown Apartments | | | | | 100,000 | | | | April 2014 | | |
December 2017
|
| | | | (8,618 | ) | | | |
South Mountain Square, LLC
|
| | South Mountain Apartments | | | | | 291,000 | | | | January 2018 | | | May 2018 | | | | | 411,805 | | | ||
GC Square, LLC
|
| | GC Square Apartments | | | | | 6,731,500 | | | |
December 2016
|
| | October 2018 | | | | | (48,303 | ) | | | |
Palms Weekly Portfolio, LP
|
| | Palms Weekly Apartment Portfolio | | | | | N/A | | | | N/A | | | N/A | | | | | 1,551,715 | | | ||
CDIF, LLC
|
| | Mountain View Square Apartments | | | | | N/A | | | | N/A | | | N/A | | | | | 2,657,419 | | | ||
CDIF, LLC
|
| | Treehouse Apartments | | | | | 6,900,000 | | | | March 2014 | | | June 2017 | | | | | 871,815 | | | ||
CDIF, LLC
|
| | A 24Hr Storage | | | | | N/A | | | | N/A | | | N/A | | | | | 2,697 | | | ||
CDIF, LLC
|
| | Baywood Square Professional Park | | | | | 325,000 | | | |
September 2015
|
| |
November 2016
|
| | | | 5,514 | | | ||
Fiesta Tech Owners, LLC
|
| | Fiesta Tech Commercial Center | | | | | N/A | | | | N/A | | | N/A | | | | | (9,980 | ) | | | |
1040 VIP, LLC
|
| | 24X7 Automated Storage | | | | | N/A | | | | N/A | | | N/A | | | | | (65,605 | ) | | | |
1601 Athol Avenue, LLC
|
| | 24X7 Automated Storage | | | | | N/A | | | | N/A | | | N/A | | | | | (19,014 | ) | | | |
Logan Airport Storage, LLC
|
| | Logan Airport Storage | | | | | N/A | | | | N/A | | | N/A | | | | | (73,958 | ) | | | |
CH Mesa Holdings, LLC
|
| |
Downtown Mesa Commercial Portfolio
|
| | | | N/A | | | | N/A | | | N/A | | | | | (60,319 | ) | | | |
J-25 Johnstown Holdings, LLC
|
| | The Villages at Johnstown | | | | | N/A | | | | N/A | | | N/A | | | | | 666,952 | | | ||
The Roosevelt I, LLC
|
| | The Roosevelt | | | | | 922,400 | | | | October 2016 | | |
December 2018
|
| | | | (209,406 | ) | | | |
Circle Lofts, LLC
|
| | Eclipse | | | | | 7,200,000 | | | | January 2017 | | | July 2019 | | | | | (500 | ) | | | |
Saddleback Ranch, LLC
|
| | Saddleback Ranch | | | | | N/A | | | | N/A | | | N/A | | | | | — | | |
Name
|
| |
Position
|
| |
Age
|
|
John C. “Chris” Loeffler II | | | Chief Executive Officer and Chairman of the Board | | |
34
|
|
Jennifer Schrader | | | President & Chief Operating Officer and Director | | |
36
|
|
Jade Leung | | | Chief Financial Officer | | |
44
|
|
Roy Bade | | | Chief Development Officer | | |
56
|
|
Name
|
| |
Position
|
| |
Salary
($) |
| |
Bonus
($)(a) |
| |
All Other
Compensation ($)(b) |
| |
Total
($) |
| ||||||||||||
Chris Loeffler | | | Chief Executive Officer/Co Founder | | | | | 194,826 | | | | | | 7,580 | | | | | | 100,422 | | | | | | 302,828 | | |
Jennifer Schrader
|
| |
President and Chief Operating Officer/
Co Founder |
| | | | 205,925 | | | | | | 24,041 | | | | | | 82,300 | | | | | | 312,266 | | |
Jade Leung | | | Chief Financial Officer | | | | | 172,066 | | | | | | 4,000 | | | | | | 7,043 | | | | | | 183,109 | | |
Roy Bade | | | Chief Development Officer | | | | | 172,066 | | | | | | 24,255 | | | | | | 10,676 | | | | | | 206,997 | | |
Name
|
| |
Grant
Date |
| |
Units
Granted |
| |
Grant Date
Fair Value |
| ||||||||||||
Jade Leung
|
| | | | 6/30/2018 | | | | | | 650,000* | | | | | $ | 476,450 | | | |||
Roy Bade
|
| | | | 6/30/2018 | | | | | | 750,000* | | | | | $ | 549,750 | | |
| | |
Shares Beneficially Owned(1)
|
| ||||||||||||||||||||||||||||||||
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
% Total
Voting Power(2) |
| ||||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| | | | | | | | ||||||||||||||||
Named Executive Officers and
Directors |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Jennifer Schrader(3)
|
| | | | — | | | | | | — | | | | | | 6,239,846 | | | | | | 50.02 | % | | | | | | 44.49 | %(4) | | | |||
John C. Loeffler, II
|
| | | | — | | | | | | — | | | | | | 6,234,846 | | | | | | 49.98 | % | | | | | | 44.46 | %(4) | | | |||
Roy Bade
|
| | | | 868,854(5 | ) | | | | | | 5.61 | % | | | | | | — | | | | | | — | | | | | | * | | | |||
Jade Leung
|
| | | | 650,000(6 | ) | | | | | | 4.19 | % | | | | | | — | | | | | | — | | | | | | * | | | |||
Directors and Executive Officers as a Group (4 Persons)
|
| | | | 1,518,854(7 | ) | | | | | | 9.80 | % | | | | | | 12,474,692 | | | | | | 100 | % | | | | | | 90.03 | %(4) | | | |
5% Beneficial Owners: | | | | | | | ||||||||||||||||||||||||||||||
Donnie Schrader(3)(8)(9)
|
| | | | 6,130,846 | | | | | | 39.57 | % | | | | | | — | | | | | | — | | | | | | 4.37 | % | | |
|
Public offering price
|
| | | $ | 4.00 | | | |
|
Placement Agent commissions
|
| | | $ | 3,500,000 | (1) | | |
|
Proceeds, before expenses, to us
|
| | | $ | 46,500,000 | | |
| Financial Statements (Unaudited) | | | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 – F-6 | | | |
| | | | | F-7 – F-34 | | | |
| | | | | F-35 | | | |
| Financial Statements | | | | | | | |
| | | | | F-36 | | | |
| | | | | F-37 | | | |
| | | | | F-38 | | | |
| | | | | F-40 – F-41 | | | |
| | | | | F-42 – F-87 | | |
| | |
June 30, 2019
|
| |
December 31, 2018
|
| ||||||||
| | |
(Unaudited)
|
| | ||||||||||
Assets | | | | | | | | | | | | | | | |
Real estate investments
|
| | | | | | | | | | | | | | |
Land and land improvements
|
| | | $ | 17,615,238 | | | | | $ | 25,580,075 | | | ||
Buildings and building improvements
|
| | | | 103,417,570 | | | | | | 110,400,125 | | | ||
Furniture, fixtures, and equipment
|
| | | | 23,810,208 | | | | | | 23,745,343 | | | ||
Real estate assets under construction
|
| | | | 1,795,619 | | | | | | 1,154,966 | | | ||
Real estate assets held for sale
|
| | | | 24,214,366 | | | | | | 11,062,577 | | | ||
Total real estate investments, at cost
|
| | | | 170,853,001 | | | | | | 171,943,086 | | | ||
Accumulated depreciation
|
| | | | (20,458,461 | ) | | | | | | (17,972,715 | ) | | |
Total real estate investments, net
|
| | | | 150,394,540 | | | | | | 153,970,371 | | | ||
Cash
|
| | | | 6,913,176 | | | | | | 5,954,795 | | | ||
Restricted cash
|
| | | | 7,410,420 | | | | | | 4,873,295 | | | ||
Accounts receivable, net
|
| | | | 2,034,411 | | | | | | 1,311,404 | | | ||
Other receivables
|
| | | | — | | | | | | 88,542 | | | ||
Notes receivable – related parties
|
| | | | 127,978 | | | | | | 127,978 | | | ||
Due from related parties
|
| | | | 2,759,425 | | | | | | 2,357,796 | | | ||
Prepaid and other assets
|
| | | | 3,086,063 | | | | | | 3,450,616 | | | ||
Total Assets
|
| | | $ | 172,726,013 | | | | | $ | 172,134,797 | | | ||
Liabilities, Mezzanine Equity, and Stockholders’ (Deficit) Equity | | | | | | | | | | | | | | | |
Notes payable (net of deferred financing costs of $2,231,096 and $2,814,976 at June 30, 2019 and December 31, 2018, respectively)
|
| | | $ | 122,778,843 | | | | | $ | 122,741,088 | | | ||
Notes payable – related parties
|
| | | | 13,235,915 | | | | | | 10,643,723 | | | ||
Accounts payable
|
| | | | 1,570,541 | | | | | | 1,890,981 | | | ||
Accrued interest
|
| | | | 1,068,943 | | | | | | 1,308,828 | | | ||
Accrued share-based payments
|
| | | | 1,381,526 | | | | | | 1,381,526 | | | ||
Buyback obligation
|
| | | | 13,446,710 | | | | | | 13,577,152 | | | ||
Accrued expenses
|
| | | | 3,845,233 | | | | | | 3,996,216 | | | ||
Due to related parties
|
| | | | 729,897 | | | | | | 2,261,919 | | | ||
Advance key money, net
|
| | | | 1,162,500 | | | | | | 1,200,000 | | | ||
Above market ground lease, net
|
| | | | 3,824,961 | | | | | | 3,887,665 | | | ||
Other liabilities
|
| | | | 2,597,378 | | | | | | 1,782,680 | | | ||
Total Liabilities
|
| | | | 165,642,447 | | | | | | 164,671,778 | | | ||
Commitments and Contingencies | | | | | | | | | | | | | | | |
Mezzanine equity – Series A convertible, mandatorily redeemable preferred
stock, $0.001 par value; 2,564,103 shares authorized and 1,657,396 issued and outstanding at June 30, 2019 and December 31, 2018 |
| | | | 3,840,708 | | | | | | 3,841,934 | | | ||
Stockholders’ Equity | | | | | | | | | | | | | | | |
Common stock, $0.001 par value; 90,000,000 shares authorized, 27,974,212 and 27,956,212 shares issued and outstanding, respectively, at December 31, 2018
|
| | | | — | | | | | | 27,974 | | | ||
Common stock Class A, $0.001 par value; 100,000,000 shares authorized, 15,604,212 and 15,537,712 shares issued and outstanding, respectively, at June 30, 2019
|
| | | | 15,604 | | | | | | — | | | ||
Common stock Class B, $0.001 par value; 15,000,000 shares authorized, 12,474,692 shares issued and outstanding at June 30, 2019
|
| | | | 12,475 | | | | | | — | | | ||
Paid-in capital
|
| | | | 14,597,871 | | | | | | 14,172,135 | | | ||
Less treasury stock, at cost, 66,500 and 18,000 shares repurchased and 6,173,346 and 6,221,846 forward repurchase shares at June 30, 2019 and December 31, 2018, respectively
|
| | | | (13,625,752 | ) | | | | | | (13,625,752 | ) | | |
Accumulated deficit
|
| | | | (23,246,081 | ) | | | | | | (24,665,638 | ) | | |
Stockholders’ deficit attributable to CaliberCos Inc.
|
| | | | (22,245,883 | ) | | | | | | (24,091,281 | ) | | |
Stockholders’ equity attributable to noncontrolling interests
|
| | | | 25,488,741 | | | | | | 27,712,366 | | | ||
Total Stockholders’ Equity
|
| | | | 3,242,858 | | | | | | 3,621,085 | | | ||
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity
|
| | | $ | 172,726,013 | | | | | $ | 172,134,797 | | | ||
|
| | |
Six Months Ended June 30,
|
| |||||||||||
| | |
2019
|
| |
2018
|
| ||||||||
Revenues | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | 32,683,362 | | | | | $ | 26,563,126 | | | ||
Construction and development
|
| | | | 1,897,911 | | | | | | 2,658,514 | | | ||
Real estate sales
|
| | | | 1,409,890 | | | | | | 3,714,200 | | | ||
Rental income
|
| | | | 3,176,773 | | | | | | 2,338,913 | | | ||
Fund management
|
| | | | 4,081,101 | | | | | | 1,446,835 | | | ||
Property management
|
| | | | 97,420 | | | | | | 157,105 | | | ||
Brokerage
|
| | | | 428,327 | | | | | | 94,552 | | | ||
Other
|
| | | | 21,999 | | | | | | 53,829 | | | ||
Total revenues
|
| | | | 43,796,783 | | | | | | 37,027,074 | | | ||
Expenses | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | 10,775,375 | | | | | | 9,023,967 | | | ||
Cost of sales – construction and development
|
| | | | 1,644,278 | | | | | | 2,712,427 | | | ||
Cost of sales – real estate
|
| | | | 741,672 | | | | | | 3,315,353 | | | ||
Cost of sales – brokerage
|
| | | | 76,400 | | | | | | 36,901 | | | ||
Operating costs
|
| | | | 10,406,965 | | | | | | 9,049,445 | | | ||
General and administrative
|
| | | | 3,037,522 | | | | | | 2,759,811 | | | ||
Marketing and advertising
|
| | | | 2,612,162 | | | | | | 2,130,507 | | | ||
Franchise fees
|
| | | | 2,396,787 | | | | | | 1,953,274 | | | ||
Management fees
|
| | | | 1,166,894 | | | | | | 940,235 | | | ||
Depreciation
|
| | | | 3,683,569 | | | | | | 3,175,615 | | | ||
Total expenses
|
| | | | 36,541,624 | | | | | | 35,097,535 | | | ||
Operating Income
|
| | | | 7,255,159 | | | | | | 1,929,539 | | | ||
Other (Income) Expenses | | | | | | | | | | | | | | | |
Other expenses (income), net
|
| | | | 271,060 | | | | | | (441,365 | ) | | | |
Interest income
|
| | | | (8,955 | ) | | | | | | — | | | |
Interest expense
|
| | | | 5,355,390 | | | | | | 6,263,034 | | | ||
Total other expenses, net
|
| | | | 5,617,495 | | | | | | 5,821,669 | | | ||
Net Income (Loss) Before Income Taxes
|
| | | | 1,637,664 | | | | | | (3,892,130 | ) | | | |
Provision for (benefit from) income taxes
|
| | | | — | | | | | | — | | | ||
Net Income (Loss)
|
| | | | 1,637,664 | | | | | | (3,892,130 | ) | | | |
Net loss attributable to noncontrolling interests
|
| | | | 4,343 | | | | | | 2,083,288 | | | ||
Net Income (Loss) Attributable to CaliberCos Inc.
|
| | | $ | 1,642,007 | | | | | $ | (1,808,842 | ) | | | |
Basic net income (loss) attributable to common
stockholders |
| | | $ | 0.07 | | | | | $ | (0.07 | ) | | | |
Diluted net income (loss) attributable to common stockholders
|
| | | $ | 0.06 | | | | | $ | (0.07 | ) | | | |
Weighted-average basic and diluted common shares outstanding:
|
| | | ||||||||||||
Basic
|
| | | | 21,798,842 | | | | | | 27,262,801 | | | ||
Diluted
|
| | | | 22,937,349 | | | | | | 27,262,801 | | |
| | |
CaliberCos Inc.
|
| | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Common Stock
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||
| | |
Common Stock
|
| |
Class A
|
| |
Class B
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Par
Value |
| |
Shares
|
| |
Par
Value |
| |
Shares
|
| |
Par
Value |
| |
Paid in
Capital |
| |
Treasury
Stock |
| |
Accumulated
Deficit |
| |
Noncontrolling
Interests |
| |||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2018
|
| | | | 27,974,212 | | | | | $ | 27,974 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 14,172,135 | | | | | $ | (13,625,752 | ) | | | | | $ | (24,665,638 | ) | | | | | $ | 27,712,366 | | | | | $ | 3,621,085 | | | |||||||||
Designation of common stock to Class A and
Class B |
| | | | (27,974,212 | ) | | | | | | (27,974 | ) | | | | | | 15,499,520 | | | | | | 15,499 | | | | | | 12,474,692 | | | | | | 12,475 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||||||||
Issuance of common stock
|
| | | | — | | | | | | — | | | | | | 30,618 | | | | | | 31 | | | | | | — | | | | | | — | | | | | | 55,909 | | | | | | — | | | | | | — | | | | | | — | | | | | | 55,940 | | | |||||||||||
Settlement of obligations
|
| | | | — | | | | | | — | | | | | | 74,074 | | | | | | 74 | | | | | | — | | | | | | — | | | | | | 148,074 | | | | | | — | | | | | | — | | | | | | — | | | | | | 148,148 | | | |||||||||||
Equity based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 221,753 | | | | | | — | | | | | | — | | | | | | — | | | | | | 221,753 | | | |||||||||||
Dividends to preferred stockholders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (223,676 | ) | | | | | | — | | | | | | (223,676 | ) | | | |||||||||
Accretion of mezzanine equity value
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,226 | | | | | | — | | | | | | 1,226 | | | |||||||||||
Contributions from noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,235,635 | | | | | | 6,235,635 | | | |||||||||||
Redemptions of noncontrolling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,645,794 | ) | | | | | | (4,645,794 | ) | | | |||||||||
Distributions to noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,809,123 | ) | | | | | | (3,809,123 | ) | | | |||||||||
Net income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,642,007 | | | | | | (4,343 | ) | | | | | | 1,637,664 | | | ||||||||||
Balances at June 30, 2019
|
| | | | — | | | | | $ | — | | | | | | 15,604,212 | | | | | $ | 15,604 | | | | | | 12,474,692 | | | | | $ | 12,475 | | | | | $ | 14,597,871 | | | | | $ | (13,625,752 | ) | | | | | $ | (23,246,081 | ) | | | | | $ | 25,488,741 | | | | | $ | 3,242,858 | | | |||||||||
Balances at December 31, 2017
|
| | | | 26,797,477 | | | | | $ | 26,797 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 10,676,358 | | | | | $ | — | | | | | $ | (21,223,501 | ) | | | | | $ | 29,812,446 | | | | | $ | 19,292,100 | | | ||||||||||
Issuance of common stock
|
| | | | 536,748 | | | | | | 537 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 952,898 | | | | | | — | | | | | | — | | | | | | — | | | | | | 953,435 | | | |||||||||||
Conversion of notes payable to common stock
|
| | | | 12,649 | | | | | | 13 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,755 | | | | | | — | | | | | | — | | | | | | — | | | | | | 22,768 | | | |||||||||||
Equity based compensation expense
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,014,632 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,014,632 | | | |||||||||||
Dividends to preferred stockholders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (166,645 | ) | | | | | | — | | | | | | (166,645 | ) | | | |||||||||
Accretion of mezzanine equity value
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (49,603 | ) | | | | | | — | | | | | | (49,603 | ) | | | |||||||||
Contributions from noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,740,067 | | | | | | 7,740,067 | | | |||||||||||
Redemptions of noncontrolling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,100,000 | ) | | | | | | (1,100,000 | ) | | | |||||||||
Distributions to noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,271,769 | ) | | | | | | (1,271,769 | ) | | | |||||||||
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,808,842 | ) | | | | | | (2,083,288 | ) | | | | | | (3,892,130 | ) | | | ||||||||
Balances at June 30, 2018
|
| | | | 27,346,874 | | | | | $ | 27,347 | | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 12,666,643 | | | | | $ | — | | | | | $ | (23,248,591 | ) | | | | | $ | 33,097,456 | | | | | $ | 22,542,855 | | |
| | |
Six Months Ended June 30,
|
| |||||||||||
| | |
2019
|
| |
2018
|
| ||||||||
Cash Flows From Operating Activities | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 1,637,664 | | | | | $ | (3,892,130 | ) | | | |
Adjustments to reconcile net income (loss) to net cash provided by operating
activities: |
| | | ||||||||||||
Depreciation
|
| | | | 3,683,569 | | | | | | 3,175,615 | | | ||
Amortization of deferred financing costs
|
| | | | 583,880 | | | | | | 1,216,270 | | | ||
Amortization of advance key money
|
| | | | (37,500 | ) | | | | | | (37,500 | ) | | |
Amortization of above-market ground lease
|
| | | | (62,704 | ) | | | | | | (62,703 | ) | | |
Equity based compensation
|
| | | | 221,753 | | | | | | 1,014,632 | | | ||
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | |
Real estate assets held for sale
|
| | | | 938,815 | | | | | | 3,714,200 | | | ||
Accounts receivable, net
|
| | | | (723,007 | ) | | | | | | (40,255 | ) | | |
Other receivables
|
| | | | 88,542 | | | | | | 471 | | | ||
Due from related parties
|
| | | | (401,629 | ) | | | | | | (1,486,175 | ) | | |
Prepaid and other assets
|
| | | | 364,553 | | | | | | 118,171 | | | ||
Accounts payable
|
| | | | (17,402 | ) | | | | | | 140,368 | | | |
Accrued interest
|
| | | | (91,737 | ) | | | | | | (203,155 | ) | | |
Accrued expenses
|
| | | | (150,983 | ) | | | | | | 265,652 | | | |
Due to related parties
|
| | | | (621,819 | ) | | | | | | 698,899 | | | |
Other liabilities
|
| | | | 525,205 | | | | | | (635,453 | ) | | | |
Net cash provided by operating activities
|
| | | | 5,937,200 | | | | | | 3,986,907 | | | ||
Cash Flows From Investing Activities | | | | | | | | | | | | | | | |
Acquisitions of real estate assets
|
| | | | — | | | | | | (16,359,097 | ) | | | |
Investments in real estate assets
|
| | | | (1,961,383 | ) | | | | | | (6,699,909 | ) | | |
Proceeds from the settlement of property-related insurance claims
|
| | | | — | | | | | | 982,714 | | | ||
Net cash used in investing activities
|
| | | | (1,961,383 | ) | | | | | | (22,076,292 | ) | | |
Cash Flows From Financing Activities | | | | | | | | | | | | | | | |
Capital lease payments
|
| | | | (8,918 | ) | | | | | | — | | | |
Payment of deferred financing costs
|
| | | | — | | | | | | (312,515 | ) | | | |
Proceeds from notes payable
|
| | | | 444,600 | | | | | | 13,811,000 | | | ||
Repayments of notes payable
|
| | | | (990,725 | ) | | | | | | (2,367,373 | ) | | |
Proceeds from notes payable – related parties
|
| | | | 6,170,016 | | | | | | 480,695 | | | ||
Repayments of notes payable – related parties
|
| | | | (3,577,824 | ) | | | | | | (2,702,877 | ) | | |
Proceeds from the issuance of preferred stock
|
| | | | — | | | | | | 595,897 | | | ||
Proceeds from the issuance of common stock
|
| | | | 55,940 | | | | | | 953,435 | | | ||
Payments of treasury stock – buyback obligation
|
| | | | (130,442 | ) | | | | | | — | | | |
Distributions to preferred stockholders
|
| | | | (223,676 | ) | | | | | | (166,645 | ) | | |
Contributions from noncontrolling interest holders
|
| | | | 6,235,635 | | | | | | 7,740,067 | | | ||
Redemptions of noncontrolling interests
|
| | | | (4,645,794 | ) | | | | | | (1,100,000 | ) | | |
Distributions to noncontrolling interest holders
|
| | | | (3,809,123 | ) | | | | | | (1,271,769 | ) | | |
Net cash (used in) provided by financing activities
|
| | | | (480,311 | ) | | | | | | 15,659,915 | | | |
Net Increase (Decrease) in Cash and Restricted Cash
|
| | | | 3,495,506 | | | | | | (2,429,470 | ) | | | |
Cash and Restricted Cash at Beginning of Period
|
| | | | 10,828,090 | | | | | | 12,763,604 | | | ||
Cash and Restricted Cash at End of Period
|
| | | $ | 14,323,596 | | | | | $ | 10,334,134 | | | ||
|
| | |
Six Months Ended June 30,
|
| |||||||||||
| | |
2019
|
| |
2018
|
| ||||||||
Reconciliation of Cash and Restricted Cash | | | | | | | | | | | | | | | |
Cash at beginning of period
|
| | | $ | 5,954,795 | | | | | $ | 6,106,778 | | | ||
Restricted cash at beginning of period
|
| | | | 4,873,295 | | | | | | 6,656,826 | | | ||
Cash and restricted cash at beginning of period
|
| | | | 10,828,090 | | | | | | 12,763,604 | | | ||
Cash at end of period
|
| | | | 6,913,176 | | | | | | 3,284,769 | | | ||
Restricted cash at end of period
|
| | | | 7,410,420 | | | | | | 7,049,365 | | | ||
Cash and restricted cash at end of period
|
| | | $ | 14,323,596 | | | | | $ | 10,334,134 | | | ||
Supplemental Disclosure of Cash Flow Information | | | | | | | | | | | | | | | |
Cash paid for interest, net of capitalized interest of $330,282 for the six months ended June 30, 2018. During the six months ended June 30, 2019 no capitalized interest was paid
|
| | | $ | 4,579,576 | | | | | $ | 4,841,565 | | | ||
Cash paid for income taxes
|
| | | | — | | | | | | — | | | ||
Supplemental Disclosures of Non-cash Investing and Financing Activities | | | | | | | | | | | | | | | |
Investments in real estate assets included in accounts payable
|
| | | $ | — | | | | | $ | 1,636,735 | | | ||
Investments in real estate assets included in other liabilities
|
| | | | 298,411 | | | | | | — | | | ||
Real estate investments reclassified to held for sale
|
| | | | 14,090,604 | | | | | | 13,624,593 | | | ||
Deferred financing costs included in accrued expenses
|
| | | | 375,613 | | | | | | — | | | ||
Exchange of common stock to settle obligations
|
| | | | 148,148 | | | | | | — | | | ||
Conversion of notes payable to preferred stock
|
| | | | — | | | | | | 14,230 | | | ||
Conversion of notes payable to common stock
|
| | | | — | | | | | | 22,768 | | | ||
Accretion of mezzanine equity value
|
| | | | 1,226 | | | | | | 49,603 | | |
| | |
June 30, 2019
|
| |
December 31, 2018
|
| ||||||||
| | |
(Unaudited)
|
| | ||||||||||
Assets | | | | | | | | | | | | | | | |
Real estate investments, net
|
| | | $ | 146,735,460 | | | | | $ | 149,173,326 | | | ||
Cash
|
| | | | 3,974,918 | | | | | | 3,455,205 | | | ||
Restricted cash
|
| | | | 7,174,986 | | | | | | 4,866,835 | | | ||
Accounts receivable, net
|
| | | | 1,868,124 | | | | | | 1,224,528 | | | ||
Notes receivable – related parties
|
| | | | 127,978 | | | | | | 127,978 | | | ||
Due from related parties
|
| | | | 491,551 | | | | | | 420,244 | | | ||
Prepaid and other assets
|
| | | | 2,384,044 | | | | | | 2,688,321 | | | ||
Total Assets
|
| | | $ | 162,757,061 | | | | | $ | 161,956,437 | | | ||
Liabilities | | | | | | | | | | | | | | | |
Notes payable, net of deferred financing costs
|
| | | $ | 115,438,699 | | | | | $ | 115,035,544 | | | ||
Notes payable – related parties
|
| | | | 7,600,915 | | | | | | 5,114,413 | | | ||
Accounts payable
|
| | | | 1,247,606 | | | | | | 1,315,086 | | | ||
Accrued interest
|
| | | | 397,240 | | | | | | 568,858 | | | ||
Accrued expenses
|
| | | | 3,366,969 | | | | | | 2,976,816 | | | ||
Due to related parties
|
| | | | 318,745 | | | | | | 551,803 | | | ||
Advance key money, net
|
| | | | 1,162,500 | | | | | | 1,200,000 | | | ||
Above market ground lease, net
|
| | | | 3,824,961 | | | | | | 3,887,665 | | | ||
Other liabilities
|
| | | | 1,426,583 | | | | | | 1,333,885 | | | ||
Total Liabilities
|
| | | $ | 134,784,218 | | | | | $ | 131,984,070 | | |
| | |
6/30/2019
|
| |
December 31, 2018
|
| |
Interest Rate
|
| |
Original/
Extended Maturity |
| ||||||||
| | |
(Unaudited)
|
| | | | ||||||||||||||
Notes Payable | | | | | | ||||||||||||||||
Real Estate Loans
|
| | | | | | | | | | | | | | | | | | | | |
Hampton Inn & Suites Hotel
|
| | | $ | 6,600,784 | | | | | $ | 6,692,868 | | | |
4.50%
|
| | July 2025 | | ||
Four Points by Marriott Hotel
|
| | | | 11,000,000 | | | | | | 11,000,000 | | | |
Variable
|
| | December 2021 | | ||
Holiday Inn Ocotillo Hotel
|
| | | | 9,250,000 | | | | | | 9,250,000 | | | |
Variable
|
| | August 2020 | | ||
Hilton Tucson East Hotel
|
| | | | 14,000,000 | | | | | | 14,000,000 | | | |
8.50%
|
| | June 2020 | | ||
Airport Hotel Portfolio
|
| | | | 56,470,000 | | | | | | 56,470,000 | | | |
Variable
|
| | October 2021 | | ||
GC Square Apartments
|
| | | | 11,000,000 | | | | | | 11,000,000 | | | |
Variable
|
| | November 2020 | | ||
Palms Apartment Portfolio
|
| | | | 9,349,011 | | | | | | 9,437,652 | | | |
5.28%
|
| | September 2026 | | ||
Single-family Home Loans
|
| | | | — | | | | | | 400,000 | | | |
10.50%
|
| | N/A | | ||
Total real estate loans
|
| | | | 117,669,795 | | | | | | 118,250,520 | | | | | | | | | ||
Corporate notes
|
| | | | 5,518,273 | | | | | | 5,928,273 | | | |
10.13% – 12.00%
|
| |
July 2019 –
December 2019 |
| ||
Convertible corporate notes
|
| | | | 1,821,871 | | | | | | 1,377,271 | | | |
8.25%
|
| |
July 2019 –
December 2019 |
| ||
Total Notes Payable
|
| | | | 125,009,939 | | | | | | 125,556,064 | | | | | | | | | ||
Deferred financing costs, net
|
| | | | (2,231,096 | ) | | | | | | (2,814,976 | ) | | | | | | | | |
Total Notes Payable, Net
|
| | | $ | 122,778,843 | | | | | $ | 122,741,088 | | | | | | | | |
Year
|
| |
Amount
|
| ||||
2019 (July through December)
|
| | | $ | 7,521,682 | | | |
2020
|
| | | | 34,626,834 | | | |
2021
|
| | | | 67,868,151 | | | |
2022
|
| | | | 418,310 | | | |
2023
|
| | | | 439,495 | | | |
Thereafter
|
| | | | 14,135,466 | | | |
Total
|
| | | $ | 125,009,938 | | |
Year
|
| |
Amount
|
| ||||
2019 (July through December)
|
| | | $ | — | | | |
2020
|
| | | | 127,978 | | | |
2021
|
| | | | — | | | |
2022
|
| | | | — | | | |
2023
|
| | | | — | | | |
Thereafter
|
| | | | — | | | |
Total
|
| | | $ | 127,978 | | |
Year
|
| |
Amount
|
| ||||
2019 (July through December)
|
| | | $ | 2,097,263 | | | |
2020
|
| | | | 4,230,068 | | | |
2021
|
| | | | 6,123,584 | | | |
2022
|
| | | | — | | | |
2023
|
| | | | 185,000 | | | |
Thereafter
|
| | | | 600,000 | | | |
Total
|
| | | $ | 13,235,915 | | |
Year
|
| |
Amount
|
| ||||
2019 (July through December)
|
| | | $ | 226,456 | | | |
2020
|
| | | | 501,879 | | | |
2021
|
| | | | 555,541 | | | |
2022
|
| | | | 522,883 | | | |
2023
|
| | | | 452,558 | | | |
Thereafter
|
| | | | 1,098,960 | | | |
Total
|
| | | $ | 3,358,277 | | |
Year
|
| |
Lease
Payments |
| |
Intangible
Amortization |
| |
Net Lease
Expense |
| ||||||||||||
2019 (July through December)
|
| | | $ | 514,336 | | | | | $ | (62,706 | ) | | | | | $ | 451,630 | | | ||
2020
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
2021
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
2022
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
2023
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
Thereafter
|
| | | | 29,487,016 | | | | | | (3,260,619 | ) | | | | | | 26,226,397 | | | ||
Total
|
| | | $ | 34,116,040 | | | | | $ | (3,824,961 | ) | | | | | $ | 30,291,079 | | |
Year
|
| |
Amount
|
| ||||
2019 (July through December)
|
| | | $ | 136,416 | | | |
2020
|
| | | | 289,694 | | | |
2021
|
| | | | 316,407 | | | |
2022
|
| | | | 313,789 | | | |
2023
|
| | | | 311,192 | | | |
Thereafter
|
| | | | 12,079,212 | | | |
Total
|
| | | $ | 13,446,710 | | |
Year
|
| |
Amount
|
| ||||
2019 (July through December)
|
| | | $ | — | | | |
2020
|
| | | | 1,615,344 | | | |
2021
|
| | | | 1,565,136 | | | |
2022
|
| | | | 661,454 | | | |
2023
|
| | | | — | | | |
Thereafter
|
| | | | — | | | |
Total
|
| | | $ | 3,841,934 | | |
| | |
Six Months Ended June 30,
|
| |||||||||||
| | |
2019
|
| |
2018
|
| ||||||||
Numerator: | | | | ||||||||||||
Net income (loss) attributable to CaliberCos Inc.
|
| | | $ | 1,642,007 | | | | | $ | (1,808,842 | ) | | | |
Preferred stock dividends
|
| | | | (223,676 | ) | | | | | | (166,645 | ) | | |
Accretion of mezzanine equity value
|
| | | | 1,226 | | | | | | (49,603 | ) | | | |
Net income (loss) attributable to common shareholders of CaliberCos Inc.
|
| | | $ | 1,419,557 | | | | | $ | (2,025,090 | ) | | | |
Denominator: | | | | ||||||||||||
Weighted-average common shares outstanding – basic
|
| | | | 21,798,842 | | | | | | 27,262,801 | | | ||
Dilutive shares – options, net
|
| | | | 1,065,762 | | | | | | — | | | ||
Dilutive shares – warrants, net
|
| | | | 72,745 | | | | | | — | | | ||
Weighted average shares outstanding – diluted
|
| | | | 22,937,349 | | | | | | 27,262,801 | | | ||
Basic net income (loss) per share attributable to common shareholders
|
| | | $ | 0.07 | | | | | $ | (0.07 | ) | | | |
Diluted net income (loss) per share attributable to common stockholders
|
| | | $ | 0.06 | | | | | $ | (0.07 | ) | | |
| | |
Six Months Ended June 30,
|
| |||||||||||
| | |
2019
|
| |
2018
|
| ||||||||
Additional common shares, if warrants were exercised, net
|
| | | | — | | | | | | 1,038,924 | | | ||
Additional common shares, if convertible debt were converted
|
| | | | 404,860, | | | | | | — | | | ||
Additional common shares, if preferred shares were converted
|
| | | | 2,071,745 | | | | | | 2,071,745 | | | ||
| | | | | 2,476,605 | | | | | | 3,110,669 | | |
| | |
June 30, 2019
|
| |
December 31, 2018
|
| ||||||||||||||||||||||
| | |
Carrying Value
|
| |
Fair Value
|
| |
Carrying Value
|
| |
Fair Value
|
| ||||||||||||||||
| | |
(Unaudited)
|
| | | |||||||||||||||||||||||
Note Payable | | | | | | ||||||||||||||||||||||||
Hampton Inn & Suites Hotel
|
| | | $ | 6,601,000 | | | | | $ | 5,775,000 | | | | | $ | 6,693,000 | | | | | $ | 5,806,000 | | | ||||
Four Points by Marriott Hotel
|
| | | | 11,000,000 | | | | | | 10,857,000 | | | | | | 11,000,000 | | | | | | 10,770,000 | | | ||||
Hilton Tucson East Hotel
|
| | | | 14,000,000 | | | | | | 14,190,000 | | | | | | 14,000,000 | | | | | | 14,000,000 | | | ||||
Palms Apartment Portfolio
|
| | | | 9,349,000 | | | | | | 8,388,000 | | | | | | 9,438,000 | | | | | | 8,413,000 | | |
| | |
Six Months Ended June 30, 2019
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Real Estate Services
|
| |
Real Estate Operations
|
| |
Eliminations
|
| |
CaliberCos Inc.
& Subsidiaries |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Fund
Management |
| |
Construction &
Development |
| |
Property
Management |
| |
Real Estate
Brokerage |
| |
Total
|
| |
Hospitality
|
| |
Residential
|
| |
Commercial
|
| |
Diversified
|
| |
Total
|
| |
Non-
consolidated |
| |
Intercompany
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 33,150,460 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 33,150,460 | | | | | $ | (467,098 | ) | | | | | $ | — | | | | | $ | 32,683,362 | | | ||||||||||||
Construction and
development |
| | | | — | | | | | | 2,701,707 | | | | | | — | | | | | | — | | | | | | 2,701,707 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (803,796 | ) | | | | | | 1,897,911 | | | ||||||||||||
Real estate sales
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,409,890 | | | | | | 1,409,890 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,409,890 | | | |||||||||||||
Rental income
|
| | | | — | | | | | | — | | | | | | 545 | | | | | | 44,084 | | | | | | 44,629 | | | | | | — | | | | | | 4,316,012 | | | | | | 479,022 | | | | | | — | | | | | | 4,795,034 | | | | | | (1,662,890 | ) | | | | | | — | | | | | | 3,176,773 | | | ||||||||||||
Fund management
|
| | | | 5,563,845 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,563,845 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,482,744 | ) | | | | | | 4,081,101 | | | ||||||||||||
Property management
|
| | | | — | | | | | | — | | | | | | 176,401 | | | | | | 612 | | | | | | 177,013 | | | | | | — | | | | | | 20,853 | | | | | | 60 | | | | | | — | | | | | | 20,913 | | | | | | (8,265 | ) | | | | | | (92,241 | ) | | | | | | 97,420 | | | |||||||||||
Brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 602,171 | | | | | | 602,171 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (173,844 | ) | | | | | | 428,327 | | | ||||||||||||
Other
|
| | | | — | | | | | | 2,026 | | | | | | 19,717 | | | | | | — | | | | | | 21,743 | | | | | | — | | | | | | 9,412 | | | | | | 210 | | | | | | — | | | | | | 9,622 | | | | | | (9,366 | ) | | | | | | — | | | | | | 21,999 | | | ||||||||||||
Total revenues
|
| | | | 5,563,845 | | | | | | 2,703,733 | | | | | | 196,663 | | | | | | 2,056,757 | | | | | | 10,520,998 | | | | | | 33,150,460 | | | | | | 4,346,277 | | | | | | 479,292 | | | | | | — | | | | | | 37,976,029 | | | | | | (2,147,619 | ) | | | | | | (2,552,625 | ) | | | | | | 43,796,783 | | | |||||||||||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,278,818 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,278,818 | | | | | | (503,443 | ) | | | | | | — | | | | | | 10,775,375 | | | ||||||||||||
Cost of sales – construction and
development |
| | | | — | | | | | | 2,345,109 | | | | | | — | | | | | | — | | | | | | 2,345,109 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (700,831 | ) | | | | | | 1,644,278 | | | ||||||||||||
Cost of sales – real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | 760,117 | | | | | | 760,117 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (18,445 | ) | | | | | | 741,672 | | | ||||||||||||
Cost of sales – brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 231,799 | | | | | | 231,799 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (155,399 | ) | | | | | | 76,400 | | | ||||||||||||
Operating costs
|
| | | | 3,045,262 | | | | | | 421,001 | | | | | | 27,669 | | | | | | 123,996 | | | | | | 3,617,928 | | | | | | 5,693,213 | | | | | | 2,104,654 | | | | | | 264,427 | | | | | | 19,197 | | | | | | 8,081,491 | | | | | | (1,292,454 | ) | | | | | | — | | | | | | 10,406,965 | | | ||||||||||||
General and administrative
|
| | | | 847,286 | | | | | | 37,541 | | | | | | 6,238 | | | | | | 7,833 | | | | | | 898,898 | | | | | | 2,158,840 | | | | | | 278,615 | | | | | | 150,245 | | | | | | 327,610 | | | | | | 2,915,310 | | | | | | (776,686 | ) | | | | | | — | | | | | | 3,037,522 | | | ||||||||||||
Marketing and advertising
|
| | | | 140,856 | | | | | | 13,327 | | | | | | 3,155 | | | | | | 31,083 | | | | | | 188,421 | | | | | | 2,525,036 | | | | | | 129,518 | | | | | | 25,009 | | | | | | 820,534 | | | | | | 3,500,097 | | | | | | (1,076,356 | ) | | | | | | — | | | | | | 2,612,162 | | | ||||||||||||
Franchise fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,398,823 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,398,823 | | | | | | (2,036 | ) | | | | | | — | | | | | | 2,396,787 | | | ||||||||||||
Management fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2,415 | | | | | | 2,415 | | | | | | 2,208,063 | | | | | | 152,237 | | | | | | 80,946 | | | | | | 960,559 | | | | | | 3,401,805 | | | | | | (1,114,077 | ) | | | | | | (1,123,249 | ) | | | | | | 1,166,894 | | | |||||||||||
Depreciation
|
| | | | 28,612 | | | | | | — | | | | | | — | | | | | | 77,155 | | | | | | 105,767 | | | | | | 3,518,859 | | | | | | 1,133,545 | | | | | | 92,528 | | | | | | — | | | | | | 4,744,932 | | | | | | (1,060,564 | ) | | | | | | (106,566 | ) | | | | | | 3,683,569 | | | |||||||||||
Total expenses
|
| | | | 4,062,016 | | | | | | 2,816,978 | | | | | | 37,062 | | | | | | 1,234,398 | | | | | | 8,150,454 | | | | | | 29,781,652 | | | | | | 3,798,569 | | | | | | 613,155 | | | | | | 2,127,900 | | | | | | 36,321,276 | | | | | | (5,825,616 | ) | | | | | | (2,104,490 | ) | | | | | | 36,541,624 | | | |||||||||||
Income (Loss)
|
| | | | 1,501,829 | | | | | | (113,245 | ) | | | | | | 159,601 | | | | | | 822,359 | | | | | | 2,370,544 | | | | | | 3,368,808 | | | | | | 547,708 | | | | | | (133,863 | ) | | | | | | (2,127,900 | ) | | | | | | 1,654,753 | | | | | | 3,677,997 | | | | | | (448,135 | ) | | | | | | 7,255,159 | | | |||||||||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (income) expenses, net
|
| | | | 25,198 | | | | | | — | | | | | | — | | | | | | (38,260 | ) | | | | | | (13,062 | ) | | | | | | 572,252 | | | | | | (271,858 | ) | | | | | | 33,557 | | | | | | 13,471 | | | | | | 347,422 | | | | | | 191,687 | | | | | | (254,987 | ) | | | | | | 271,060 | | | |||||||||
Income from investments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (87,619 | ) | | | | | | — | | | | | | (1,286,217 | ) | | | | | | (1,373,836 | ) | | | | | | 1,373,836 | | | | | | — | | | | | | — | | | ||||||||||
Interest income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,337 | ) | | | | | | (1,337 | ) | | | | | | (22,909 | ) | | | | | | (1,804 | ) | | | | | | — | | | | | | (922,721 | ) | | | | | | (947,434 | ) | | | | | | 924,523 | | | | | | 15,293 | | | | | | (8,955 | ) | | | ||||||
Gain on disposition of real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (401,557 | ) | | | | | | — | | | | | | (401,557 | ) | | | | | | 401,557 | | | | | | — | | | | | | — | | | |||||||||||
Interest expense
|
| | | | 408,519 | | | | | | — | | | | | | — | | | | | | 229,085 | | | | | | 637,604 | | | | | | 4,474,599 | | | | | | 1,084,212 | | | | | | 628,583 | | | | | | 1,969,595 | | | | | | 8,156,989 | | | | | | (3,336,094 | ) | | | | | | (103,109 | ) | | | | | | 5,355,390 | | | |||||||||||
Total other expenses, net
|
| | | | 433,717 | | | | | | — | | | | | | — | | | | | | 189,488 | | | | | | 623,205 | | | | | | 5,023,942 | | | | | | 722,931 | | | | | | 260,583 | | | | | | (225,872 | ) | | | | | | 5,781,584 | | | | | | (444,491 | ) | | | | | | (342,803 | ) | | | | | | 5,617,495 | | | ||||||||||
Net Income (Loss)
|
| | | $ | 1,068,112 | | | | | $ | (113,245 | ) | | | | | $ | 159,601 | | | | | $ | 632,871 | | | | | $ | 1,747,339 | | | | | $ | (1,655,134 | ) | | | | | $ | (175,223 | ) | | | | | $ | (394,446 | ) | | | | | $ | (1,902,028 | ) | | | | | $ | (4,126,831 | ) | | | | | $ | 4,122,488 | | | | | $ | (105,332 | ) | | | | | $ | 1,637,664 | | | ||||||
|
| | |
June 30, 2019
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total real estate investments,
at cost |
| | | $ | 414,956 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,792,134 | | | | | $ | 4,207,090 | | | | | $ | 156,848,786 | | | | | $ | 65,677,243 | | | | | $ | 28,302,506 | | | | | $ | 2,186,474 | | | | | $ | 253,015,009 | | | | | $ | (173,970,261 | ) | | | | | $ | 87,601,163 | | | | | $ | 170,853,001 | | | ||||||||||||
Total Assets
|
| | | $ | 6,707,760 | | | | | $ | 2,431,615 | | | | | $ | 392,570 | | | | | $ | 4,284,165 | | | | | $ | 13,816,110 | | | | | $ | 164,008,673 | | | | | $ | 82,881,080 | | | | | $ | 39,589,072 | | | | | $ | 106,741,795 | | | | | $ | 393,220,620 | | | | | $ | (193,512,578 | ) | | | | | $ | (40,798,139 | ) | | | | | $ | 172,726,013 | | | |||||||||||
|
| | |
Six Months Ended June 30, 2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | |
Real Estate Operations
|
| |
Eliminations
|
| |
CaliberCos Inc.
& Subsidiaries |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Fund
Management |
| |
Construction &
Development |
| |
Property
Management |
| |
Real Estate
Brokerage |
| |
Total
|
| |
Hospitality
|
| |
Residential
|
| |
Commercial
|
| |
Diversified
|
| |
Total
|
| |
Non-
consolidated |
| |
Intercompany
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 27,050,571 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 27,050,571 | | | | | $ | (487,445 | ) | | | | | $ | — | | | | | $ | 26,563,126 | | | ||||||||||||
Construction and
development |
| | | | — | | | | | | 6,886,173 | | | | | | — | | | | | | — | | | | | | 6,886,173 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,227,659 | ) | | | | | | 2,658,514 | | | ||||||||||||
Real estate sales
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,714,200 | | | | | | 3,714,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,714,200 | | | |||||||||||||
Rental income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 182,986 | | | | | | 182,986 | | | | | | — | | | | | | 3,744,569 | | | | | | 500,904 | | | | | | — | | | | | | 4,245,473 | | | | | | (2,089,546 | ) | | | | | | — | | | | | | 2,338,913 | | | ||||||||||||
Fund management
|
| | | | 2,562,866 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,562,866 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,116,031 | ) | | | | | | 1,446,835 | | | ||||||||||||
Property management
|
| | | | — | | | | | | — | | | | | | 250,409 | | | | | | 87 | | | | | | 250,496 | | | | | | — | | | | | | 23,758 | | | | | | — | | | | | | — | | | | | | 23,758 | | | | | | (15,701 | ) | | | | | | (101,448 | ) | | | | | | 157,105 | | | |||||||||||
Brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,000,492 | | | | | | 1,000,492 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (905,940 | ) | | | | | | 94,552 | | | ||||||||||||
Other
|
| | | | — | | | | | | 6,747 | | | | | | 43,519 | | | | | | 276 | | | | | | 50,542 | | | | | | — | | | | | | 13,395 | | | | | | 6 | | | | | | — | | | | | | 13,401 | | | | | | (10,114 | ) | | | | | | — | | | | | | 53,829 | | | ||||||||||||
Total revenues
|
| | | | 2,562,866 | | | | | | 6,892,920 | | | | | | 293,928 | | | | | | 4,898,041 | | | | | | 14,647,755 | | | | | | 27,050,571 | | | | | | 3,781,722 | | | | | | 500,910 | | | | | | — | | | | | | 31,333,203 | | | | | | (2,602,806 | ) | | | | | | (6,351,078 | ) | | | | | | 37,027,074 | | | |||||||||||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,494,557 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,494,557 | | | | | | (470,590 | ) | | | | | | — | | | | | | 9,023,967 | | | ||||||||||||
Cost of sales – construction and
development |
| | | | — | | | | | | 6,468,121 | | | | | | — | | | | | | — | | | | | | 6,468,121 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,755,694 | ) | | | | | | 2,712,427 | | | ||||||||||||
Cost of sales – real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,344,740 | | | | | | 3,344,740 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (29,387 | ) | | | | | | 3,315,353 | | | ||||||||||||
Cost of sales – brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 591,453 | | | | | | 591,453 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (554,552 | ) | | | | | | 36,901 | | | ||||||||||||
Operating costs
|
| | | | 2,966,636 | | | | | | 285,453 | | | | | | 137,094 | | | | | | 195,689 | | | | | | 3,584,872 | | | | | | 4,620,209 | | | | | | 1,902,154 | | | | | | 285,100 | | | | | | 620,795 | | | | | | 7,428,258 | | | | | | (1,957,735 | ) | | | | | | (5,950 | ) | | | | | | 9,049,445 | | | |||||||||||
General and administrative
|
| | | | 990,065 | | | | | | 14,268 | | | | | | 23,404 | | | | | | 47,813 | | | | | | 1,075,550 | | | | | | 1,700,673 | | | | | | 237,439 | | | | | | 141,973 | | | | | | 292,413 | | | | | | 2,372,498 | | | | | | (688,237 | ) | | | | | | — | | | | | | 2,759,811 | | | ||||||||||||
Marketing and advertising
|
| | | | 265,561 | | | | | | 7,523 | | | | | | 11,668 | | | | | | 33,777 | | | | | | 318,529 | | | | | | 1,852,500 | | | | | | 126,380 | | | | | | 11,406 | | | | | | 25,698 | | | | | | 2,015,984 | | | | | | (204,006 | ) | | | | | | — | | | | | | 2,130,507 | | | ||||||||||||
Franchise fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,962,388 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,962,388 | | | | | | (9,114 | ) | | | | | | — | | | | | | 1,953,274 | | | ||||||||||||
Management fees
|
| | | | — | | | | | | — | | | | | | 925 | | | | | | 10,935 | | | | | | 11,860 | | | | | | 936,878 | | | | | | 179,197 | | | | | | 87,870 | | | | | | 345,559 | | | | | | 1,549,504 | | | | | | (519,682 | ) | | | | | | (101,447 | ) | | | | | | 940,235 | | | |||||||||||
Depreciation
|
| | | | 53,006 | | | | | | — | | | | | | — | | | | | | 166,938 | | | | | | 219,944 | | | | | | 3,243,160 | | | | | | 845,534 | | | | | | 121,710 | | | | | | — | | | | | | 4,210,404 | | | | | | (1,164,113 | ) | | | | | | (90,620 | ) | | | | | | 3,175,615 | | | |||||||||||
Impairment
|
| | | | — | | | | | | — | | | | | | — | | | | | | 38,125 | | | | | | 38,125 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (38,125 | ) | | | | | | — | | | ||||||||||||
Total expenses
|
| | | | 4,275,268 | | | | | | 6,775,365 | | | | | | 173,091 | | | | | | 4,429,470 | | | | | | 15,653,194 | | | | | | 23,810,365 | | | | | | 3,290,704 | | | | | | 648,059 | | | | | | 1,284,465 | | | | | | 29,033,593 | | | | | | (5,013,477 | ) | | | | | | (4,575,775 | ) | | | | | | 35,097,535 | | | |||||||||||
Income (Loss)
|
| | | | (1,712,402 | ) | | | | | | 117,555 | | | | | | 120,837 | | | | | | 468,571 | | | | | | (1,005,439 | ) | | | | | | 3,240,206 | | | | | | 491,018 | | | | | | (147,149 | ) | | | | | | (1,284,465 | ) | | | | | | 2,299,610 | | | | | | 2,410,671 | | | | | | (1,775,303 | ) | | | | | | 1,929,539 | | | ||||||||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (income) expenses, net
|
| | | | (53,450 | ) | | | | | | — | | | | | | — | | | | | | — | | | | | | (53,450 | ) | | | | | | 1,163,655 | | | | | | (694,550 | ) | | | | | | 27,450 | | | | | | — | | | | | | 496,555 | | | | | | (101,396 | ) | | | | | | (783,074 | ) | | | | | | (441,365 | ) | | | |||||||
Income from investments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (588,034 | ) | | | | | | (588,034 | ) | | | | | | 588,034 | | | | | | — | | | | | | — | | | |||||||||||
Interest income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (4,019 | ) | | | | | | (4,019 | ) | | | | | | (39,868 | ) | | | | | | (15,096 | ) | | | | | | — | | | | | | (1,128,710 | ) | | | | | | (1,183,674 | ) | | | | | | 1,128,741 | | | | | | 58,952 | | | | | | — | | | |||||||
Gain on deposition of real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (726,977 | ) | | | | | | — | | | | | | (726,977 | ) | | | | | | 726,977 | | | | | | — | | | | | | — | | | |||||||||||
Interest expense
|
| | | | 499,646 | | | | | | — | | | | | | — | | | | | | 359,367 | | | | | | 859,013 | | | | | | 4,910,859 | | | | | | 1,122,236 | | | | | | 639,501 | | | | | | 1,187,189 | | | | | | 7,859,785 | | | | | | (2,455,764 | ) | | | | | | — | | | | | | 6,263,034 | | | ||||||||||||
Total other expenses, net
|
| | | | 446,196 | | | | | | — | | | | | | — | | | | | | 355,348 | | | | | | 801,544 | | | | | | 6,034,646 | | | | | | 412,590 | | | | | | (60,026 | ) | | | | | | (529,555 | ) | | | | | | 5,857,655 | | | | | | (113,408 | ) | | | | | | (724,122 | ) | | | | | | 5,821,669 | | | |||||||||
Net Income (Loss)
|
| | | $ | (2,158,598 | ) | | | | | $ | 117,555 | | | | | $ | 120,837 | | | | | $ | 113,223 | | | | | $ | (1,806,983 | ) | | | | | $ | (2,794,440 | ) | | | | | $ | 78,428 | | | | | $ | (87,123 | ) | | | | | $ | (754,910 | ) | | | | | $ | (3,558,045 | ) | | | | | $ | 2,524,079 | | | | | $ | (1,051,181 | ) | | | | | $ | (3,892,130 | ) | | | |||||
|
| | |
December 31, 2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total real estate investments, at
cost |
| | | $ | 402,130 | | | | | $ | — | | | | | $ | — | | | | | $ | 4,683,456 | | | | | $ | 5,085,586 | | | | | $ | 154,462,298 | | | | | $ | 63,319,032 | | | | | $ | 23,966,138 | | | | | $ | 71,205 | | | | | $ | 241,818,673 | | | | | $ | 71,925,499 | | | | | $ | (146,886,672 | ) | | | | | $ | 171,943,086 | | | ||||||||||||
Total Assets
|
| | | $ | 6,235,856 | | | | | $ | 2,235,929 | | | | | $ | 39,161 | | | | | $ | 5,190,869 | | | | | $ | 13,701,715 | | | | | $ | 155,924,741 | | | | | $ | 60,679,262 | | | | | $ | 25,485,971 | | | | | $ | 74,962,350 | | | | | $ | 317,052,324 | | | | | $ | (143,528,943 | ) | | | | | $ | (15,090,299 | ) | | | | | $ | 172,134,797 | | | |||||||||||
|
| | |
December 31,
|
| |||||||||||
| | |
2018
|
| |
2017
|
| ||||||||
Assets | | | | | | | | | | | | | | | |
Real estate investments
|
| | | | | | | | | | | | | | |
Land and land improvements
|
| | | $ | 25,580,075 | | | | | $ | 20,261,083 | | | ||
Buildings and building improvements
|
| | | | 110,400,125 | | | | | | 91,537,069 | | | ||
Furniture, fixtures, and equipment
|
| | | | 23,745,343 | | | | | | 19,728,145 | | | ||
Real estate assets under construction
|
| | | | 1,154,966 | | | | | | 13,523,716 | | | ||
Real estate assets held for sale
|
| | | | 11,062,577 | | | | | | 1,424,335 | | | ||
Total real estate investments, at cost
|
| | | | 171,943,086 | | | | | | 146,474,348 | | | ||
Accumulated depreciation
|
| | | | (17,972,715 | ) | | | | | | (13,764,437 | ) | | |
Total real estate investments, net
|
| | | | 153,970,371 | | | | | | 132,709,911 | | | ||
Cash
|
| | | | 5,954,795 | | | | | | 6,106,778 | | | ||
Restricted cash
|
| | | | 4,873,295 | | | | | | 6,656,826 | | | ||
Accounts receivable, net
|
| | | | 1,311,404 | | | | | | 1,041,984 | | | ||
Other receivables
|
| | | | 88,542 | | | | | | 89,505 | | | ||
Notes receivable – related parties
|
| | | | 127,978 | | | | | | 277,978 | | | ||
Due from related parties
|
| | | | 2,357,796 | | | | | | 3,021,545 | | | ||
Prepaid and other assets
|
| | | | 3,450,616 | | | | | | 2,874,681 | | | ||
Total Assets
|
| | | $ | 172,134,797 | | | | | $ | 152,779,208 | | | ||
Liabilities, Mezzanine Equity, and Stockholders’ (Deficit) Equity | | | | | | | | | | | | | | | |
Notes payable (net of deferred financing costs of $2,814,976 and $1,949,834 at December 31, 2018 and 2017, respectively)
|
| | | | 122,741,088 | | | | | | 100,946,351 | | | ||
Notes payable – related parties
|
| | | | 10,643,723 | | | | | | 9,126,978 | | | ||
Accounts payable
|
| | | | 1,890,981 | | | | | | 4,276,388 | | | ||
Accrued interest
|
| | | | 1,308,828 | | | | | | 2,302,028 | | | ||
Accrued share-based payments
|
| | | | 1,381,526 | | | | | | 1,381,526 | | | ||
Buyback obligation
|
| | | | 13,577,152 | | | | | | — | | | ||
Accrued expenses
|
| | | | 3,996,216 | | | | | | 3,395,620 | | | ||
Due to related parties
|
| | | | 2,261,919 | | | | | | 2,009,115 | | | ||
Advance key money, net
|
| | | | 1,200,000 | | | | | | 1,275,000 | | | ||
Above-market ground lease, net
|
| | | | 3,887,665 | | | | | | 4,013,072 | | | ||
Other liabilities
|
| | | | 1,782,680 | | | | | | 1,580,550 | | | ||
Total Liabilities
|
| | | | 164,671,778 | | | | | | 130,306,628 | | | ||
Commitments and contingencies | | | | | | | | | | | | | | | |
Mezzanine equity – Series A convertible, mandatorily redeemable
preferred stock, $0.001 par value; 2,564,103 shares authorized and 1,657,396 and 1,386,229 issued and outstanding at December 31, 2018 and 2017, respectively |
| | | | 3,841,934 | | | | | | 3,180,480 | | | ||
Stockholders’ (Deficit) Equity | | | | | | | | | | | | | | | |
Common stock, $0.001 par value; 90,000,000 shares authorized,
27,974,212 and 27,956,212 shares issued and outstanding, respectively at December 31, 2018 and 26,797,477 shares issued and outstanding at December 31, 2017 |
| | | | 27,974 | | | | | | 26,797 | | | ||
Paid-in capital
|
| | | | 14,172,135 | | | | | | 10,676,358 | | | ||
Less treasury stock, at cost, 18,000 shares repurchased and 6,221,846 forward repurchase shares
|
| | | | (13,625,752 | ) | | | | | | — | | | |
Accumulated deficit
|
| | | | (24,665,638 | ) | | | | | | (21,223,501 | ) | | |
Stockholders’ deficit attributable to CaliberCos Inc.
|
| | | | (24,091,281 | ) | | | | | | (10,520,346 | ) | | |
Stockholders’ equity attributable to noncontrolling interests
|
| | | | 27,712,366 | | | | | | 29,812,446 | | | ||
Total Stockholders’ Equity
|
| | | | 3,621,085 | | | | | | 19,292,100 | | | ||
Total Liabilities, Mezzanine Equity, and Stockholders’ (Deficit)
Equity |
| | |
$
|
172,134,797
|
| | | |
$
|
152,779,208
|
| |
| | |
Year Ended December 31,
|
| |||||||||||
| | |
2018
|
| |
2017
|
| ||||||||
Revenues | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | 49,341,339 | | | | | $ | 44,062,107 | | | ||
Construction and development
|
| | | | 4,630,343 | | | | | | 4,615,982 | | | ||
Real estate sales
|
| | | | 6,289,200 | | | | | | 7,877,470 | | | ||
Rental income
|
| | | | 4,968,010 | | | | | | 4,972,803 | | | ||
Fund management
|
| | | | 4,666,853 | | | | | | 1,661,830 | | | ||
Property management
|
| | | | 325,113 | | | | | | 485,730 | | | ||
Brokerage
|
| | | | 303,975 | | | | | | 314,647 | | | ||
Other
|
| | | | 147,307 | | | | | | 428,567 | | | ||
Total revenues
|
| | | | 70,672,140 | | | | | | 64,419,136 | | | ||
Expenses | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | 18,921,957 | | | | | | 16,727,488 | | | ||
Cost of sales – construction and development
|
| | | | 4,356,164 | | | | | | 4,105,738 | | | ||
Cost of sales – real estate
|
| | | | 5,327,572 | | | | | | 6,930,938 | | | ||
Cost of sales – brokerage
|
| | | | 106,572 | | | | | | 54,585 | | | ||
Operating costs
|
| | | | 19,626,511 | | | | | | 14,432,049 | | | ||
General and administrative
|
| | | | 5,508,173 | | | | | | 6,871,151 | | | ||
Marketing and advertising
|
| | | | 4,356,915 | | | | | | 3,530,813 | | | ||
Franchise fees
|
| | | | 3,563,149 | | | | | | 3,032,198 | | | ||
Management fees
|
| | | | 1,952,714 | | | | | | 1,621,222 | | | ||
Depreciation
|
| | | | 7,034,166 | | | | | | 5,564,129 | | | ||
Impairment
|
| | | | 839,250 | | | | | | 460,906 | | | ||
Total expenses
|
| | | | 71,593,143 | | | | | | 63,331,217 | | | ||
Operating (Loss) Income
|
| | | | (921,003 | ) | | | | | | 1,087,919 | | | |
Other (Income) Expenses | | | | | | | | | | | | | | | |
Other expenses, net
|
| | | | 306,530 | | | | | | 638,207 | | | ||
Interest income
|
| | | | (41,650 | ) | | | | | | (24,261 | ) | | |
Gain on disposition of real estate
|
| | | | — | | | | | | (1,478,865 | ) | | | |
Interest expense
|
| | | | 11,887,742 | | | | | | 10,458,422 | | | ||
Total other expenses, net
|
| | | | 12,152,622 | | | | | | 9,593,503 | | | ||
Net Loss Before Income Taxes
|
| | | | (13,073,625 | ) | | | | | | (8,505,584 | ) | | |
Provision for (benefit from) income taxes
|
| | | | — | | | | | | — | | | ||
Net Loss
|
| | | | (13,073,625 | ) | | | | | | (8,505,584 | ) | | |
Net loss attributable to noncontrolling interests
|
| | | | 10,080,924 | | | | | | 5,802,121 | | | ||
Net Loss Attributable to CaliberCos Inc.
|
| | | $ | (2,992,701 | ) | | | | | $ | (2,703,463 | ) | | |
Basic and diluted net loss per share attributable to common stockholders
|
| | | $ | (0.13 | ) | | | | | $ | (0.12 | ) | | |
Weighted-average basic and diluted common shares outstanding
|
| | | | 27,405,332 | | | | | | 25,299,392 | | | ||
|
| | | | | |
| | |
CaliberCos Inc.
|
| |
Noncontrolling
Interests |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||||||||||||
| | |
Common Stock
|
| |
Paid in
Capital |
| |
Treasury
Stock |
| |
Accumulated
Deficit |
| |||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Par
Value |
| |||||||||||||||||||||||||||||||||||||||||||
Balances at January 1, 2017
|
| | | | 24,064,751 | | | | | $ | 24,065 | | | | | $ | 7,018,415 | | | | | $ | — | | | | | $ | (18,306,345 | ) | | | | | $ | 30,999,082 | | | | | $ | 19,735,217 | | | ||||||
Issuance of common stock
|
| | | | 540,157 | | | | | | 540 | | | | | | 972,569 | | | | | | — | | | | | | — | | | | | | — | | | | | | 973,109 | | | |||||||
Settlement of share-based payments
|
| | | | 1,325,324 | | | | | | 1,325 | | | | | | 1,125,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,126,525 | | | |||||||
Conversion of notes
payable to common stock |
| | | | 867,245 | | | | | | 867 | | | | | | 1,560,174 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,561,041 | | | |||||||
Distribution to preferred stock holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (197,825 | ) | | | | | | — | | | | | | (197,825 | ) | | | |||||
Accretion of mezzanine
equity value |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,868 | ) | | | | | | — | | | | | | (15,868 | ) | | | |||||
Contributions from noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,015,046 | | | | | | 12,015,046 | | | |||||||
Redemptions of noncontrolling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,715,524 | ) | | | | | | (5,715,524 | ) | | | |||||
Distributions to noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,684,037 | ) | | | | | | (1,684,037 | ) | | | |||||
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,703,463 | ) | | | | | | (5,802,121 | ) | | | | | | (8,505,584 | ) | | | ||||
Balances at December 31,
2017 |
| | | | 26,797,477 | | | | | | 26,797 | | | | | | 10,676,358 | | | | | | — | | | | | | (21,223,501 | ) | | | | | | 29,812,446 | | | | | | 19,292,100 | | | ||||||
Consolidation of VIEs
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,614,319 | | | | | | 6,614,319 | | | |||||||
Issuance of common stock
|
| | | | 1,029,058 | | | | | | 1,029 | | | | | | 1,865,171 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,866,200 | | | |||||||
Settlement of obligations
|
| | | | 48,840 | | | | | | 48 | | | | | | 82,980 | | | | | | — | | | | | | — | | | | | | — | | | | | | 83,028 | | | |||||||
Conversion of noncontrolling interest to common stock
|
| | | | 30,619 | | | | | | 31 | | | | | | 55,910 | | | | | | — | | | | | | — | | | | | | (55,941 | ) | | | | | | — | | | ||||||
Conversion of notes
payable to common stock |
| | | | 97,630 | | | | | | 98 | | | | | | 183,805 | | | | | | — | | | | | | — | | | | | | — | | | | | | 183,903 | | | |||||||
Repurchases and retirement of common stock
|
| | | | (29,412 | ) | | | | | | (29 | ) | | | | | | (24,971 | ) | | | | | | | | | | | | | — | | | | | | — | | | | | | (25,000 | ) | | | ||
Treasury stock
acquired – buyback obligation |
| | | | — | | | | | | — | | | | | | — | | | | | | (13,625,752 | ) | | | | | | — | | | | | | — | | | | | | (13,625,752 | ) | | | |||||
Equity based compensation expense
|
| | | | — | | | | | | — | | | | | | 1,332,882 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,332,882 | | | |||||||
Distribution to common stock holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,601 | ) | | | | | | — | | | | | | (7,601 | ) | | |
| | |
CaliberCos Inc.
|
| |
Noncontrolling
Interests |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||||||||||||
| | |
Common Stock
|
| |
Paid in
Capital |
| |
Treasury
Stock |
| |
Accumulated
Deficit |
| |||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
Par
Value |
| |||||||||||||||||||||||||||||||||||||||||||
Distribution to preferred stock holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (390,508 | ) | | | | | | — | | | | | | (390,508 | ) | | | |||||
Accretion of mezzanine
equity value |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (51,327 | ) | | | | | | — | | | | | | (51,327 | ) | | | |||||
Contributions from noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,904,323 | | | | | | 7,904,323 | | | |||||||
Redemptions of noncontrolling interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,346,024 | ) | | | | | | (4,346,024 | ) | | | |||||
Distributions to noncontrolling interest holders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,135,833 | ) | | | | | | (2,135,833 | ) | | | |||||
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,992,701 | ) | | | | | | (10,080,924 | ) | | | | | | (13,073,625 | ) | | | ||||
Balances at December 31,
2018 |
| | | | 27,974,212 | | | | | $ | 27,974 | | | | | $ | 14,172,135 | | | | | $ | (13,625,752 | ) | | | | | $ | (24,665,638 | ) | | | | | $ | 27,712,366 | | | | | $ | 3,621,085 | | | |||||
|
| | |
Year Ended December 31,
|
| |||||||||||
| | |
2018
|
| |
2017
|
| ||||||||
Cash Flows From Operating Activities | | | | | | | | | | | | | | | |
Net loss
|
| | | $ | (13,073,625 | ) | | | | | $ | (8,505,584 | ) | | |
Adjustments to reconcile net loss to net cash provided by operating activities:
|
| | | | | | | | | | | | | | |
Depreciation
|
| | | | 7,034,166 | | | | | | 5,564,129 | | | ||
Amortization of deferred financing costs
|
| | | | 1,991,663 | | | | | | 2,305,174 | | | ||
Amortization of advance key money
|
| | | | (75,000 | ) | | | | | | (75,000 | ) | | |
Amortization of above-market ground lease
|
| | | | (125,407 | ) | | | | | | (125,409 | ) | | |
Impairment
|
| | | | 839,250 | | | | | | 460,906 | | | ||
Equity based compensation
|
| | | | 1,332,882 | | | | | | — | | | ||
Loss on retirement of real estate assets
|
| | | | 472,878 | | | | | | — | | | ||
Loss on equity method investment
|
| | | | — | | | | | | 67,000 | | | ||
Loss on extinguishment of debt
|
| | | | — | | | | | | 203,556 | | | ||
Gain on disposition of real estate
|
| | | | — | | | | | | (1,478,865 | ) | | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | | | |
Real estate assets held for sale
|
| | | | 4,786,172 | | | | | | 5,186,228 | | | ||
Accounts receivable, net
|
| | | | (269,420 | ) | | | | | | 123,128 | | | |
Other receivables
|
| | | | 963 | | | | | | 849,269 | | | ||
Due from related parties
|
| | | | 663,749 | | | | | | (1,866,271 | ) | | | |
Prepaid and other assets
|
| | | | 177,593 | | | | | | 168,609 | | | ||
Accounts payable
|
| | | | (229,445 | ) | | | | | | 222,600 | | | |
Accrued interest
|
| | | | (993,200 | ) | | | | | | (473,861 | ) | | |
Accrued expenses
|
| | | | 1,240,596 | | | | | | 56,087 | | | ||
Due to related parties
|
| | | | (920,818 | ) | | | | | | 481,133 | | | |
Other liabilities
|
| | | | 221,956 | | | | | | 554,396 | | | ||
Net cash provided by operating activities
|
| | | | 3,074,953 | | | | | | 3,717,225 | | | ||
Cash Flows From Investing Activities | | | | | | | | | | | | | | | |
Acquisitions of real estate assets
|
| | | | (20,053,510 | ) | | | | | | — | | | |
Investments in real estate assets
|
| | | | (8,064,970 | ) | | | | | | (16,635,780 | ) | | |
Proceeds from disposition of real estate
|
| | | | — | | | | | | 3,015,000 | | | ||
Proceeds from the settlement of property-related insurance claims
|
| | | | 982,714 | | | | | | 827,646 | | | ||
Funding of notes receivable – related parties
|
| | | | (100,000 | ) | | | | | | (250,000 | ) | | |
Payment received on notes receivable – related parties
|
| | | | 250,000 | | | | | | 130,272 | | | ||
Net cash used in investing activities
|
| | | $ | (26,985,766 | ) | | | | | $ | (12,912,862 | ) | | |
Cash Flows From Financing Activities | | | | | | | | | | | | | | | |
Capital lease payments
|
| | | | (19,826 | ) | | | | | | (13,308 | ) | | |
Payment of deferred financing costs
|
| | | | (3,146,805 | ) | | | | | | (1,503,331 | ) | | |
Payment of loan extinguishment fees
|
| | | | — | | | | | | (666,994 | ) | | | |
Proceeds from notes payable
|
| | | | 94,878,271 | | | | | | 43,088,783 | | | ||
Repayments of notes payable
|
| | | | (72,020,259 | ) | | | | | | (36,656,105 | ) | | |
Proceeds from notes payable – related parties
|
| | | | 4,438,544 | | | | | | 762,000 | | | ||
Repayments of notes payable – related parties
|
| | | | (5,272,494 | ) | | | | | | (5,501,892 | ) | | |
Proceeds from the issuance of preferred stock
|
| | | | 595,897 | | | | | | 573,617 | | | ||
Proceeds from the issuance of common stock
|
| | | | 1,921,214 | | | | | | 973,109 | | | ||
Repurchases and retirement of common stock
|
| | | | (25,000 | ) | | | | | | — | | |
| | |
Year Ended December 31,
|
| |||||||||||
| | |
2018
|
| |
2017
|
| ||||||||
Payments of treasury stock – buyback obligation
|
| | | $ | (48,600 | ) | | | | | $ | — | | | |
Distributions to preferred stockholders
|
| | | | (390,508 | ) | | | | | | (197,825 | ) | | |
Distributions to common stockholders
|
| | | | (7,601 | ) | | | | | | — | | | |
Contributions from noncontrolling interest holders
|
| | | | 7,904,323 | | | | | | 12,015,046 | | | ||
Redemptions of noncontrolling interests
|
| | | | (4,596,024 | ) | | | | | | (5,465,524 | ) | | |
Distributions to noncontrolling interest holders
|
| | | | (2,235,833 | ) | | | | | | (1,584,037 | ) | | |
Net cash provided by financing activities
|
| | | | 21,975,299 | | | | | | 5,823,539 | | | ||
Net Decrease in Cash and Restricted Cash
|
| | | | (1,935,514 | ) | | | | | | (3,372,098 | ) | | |
Cash and Restricted Cash at Beginning of Year
|
| | | | 12,763,604 | | | | | | 16,135,702 | | | ||
Cash and Restricted Cash at End of Year
|
| | | $ | 10,828,090 | | | | | $ | 12,763,604 | | | ||
Reconciliation of Cash and Restricted Cash | | | | | | | | | | | | | | | |
Cash at beginning of year
|
| | | | 6,106,778 | | | | | | 3,159,333 | | | ||
Restricted cash at beginning of year
|
| | | | 6,656,826 | | | | | | 12,976,369 | | | ||
Cash and restricted cash at beginning of year
|
| | | | 12,763,604 | | | | | | 16,135,702 | | | ||
Cash at end of year
|
| | | | 5,954,795 | | | | | | 6,106,778 | | | ||
Restricted cash at end of year
|
| | | | 4,873,295 | | | | | | 6,656,826 | | | ||
Cash and restricted cash at end of year
|
| | | $ | 10,828,090 | | | | | $ | 12,763,604 | | |
|
Building and building improvements
|
| | 15 – 40 years | |
|
Furniture, fixtures, and equipment
|
| | 3 – 7 years | |
| | |
2018
|
| ||||
Assets | | | | | | | | |
Cash
|
| | | $ | 1,055,832 | | | |
Acquisition deposits
|
| | | | 7,530,000 | | | |
Prepaid and other assets
|
| | | | 753,528 | | | |
Total Assets
|
| | | $ | 9,339,360 | | | |
Liabilities and Noncontrolling Interests | | | | | | | | |
Notes payable – related parties
|
| | | $ | 2,350,695 | | | |
Accounts payable
|
| | | | 110,927 | | | |
Due to related parties
|
| | | | 263,419 | | | |
Total Liabilities
|
| | | | 2,725,041 | | | |
Noncontrolling interests
|
| | | | 6,614,319 | | | |
Total Liabilities and Noncontrolling Interests
|
| | | $ | 9,339,360 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Assets | | | | ||||||||||||
Real estate investments, net
|
| | | $ | 149,173,326 | | | | | $ | 122,458,216 | | | ||
Cash
|
| | | | 3,455,205 | | | | | | 3,828,070 | | | ||
Restricted cash
|
| | | | 4,866,835 | | | | | | 6,620,240 | | | ||
Accounts receivable, net
|
| | | | 1,224,528 | | | | | | 982,867 | | | ||
Notes receivable – related parties
|
| | | | 127,978 | | | | | | 277,978 | | | ||
Due from related parties
|
| | | | 420,244 | | | | | | 420,583 | | | ||
Prepaid and other assets
|
| | | | 2,688,321 | | | | | | 2,520,623 | | | ||
Total Assets
|
| | | $ | 161,956,437 | | | | | $ | 137,108,577 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Liabilities | | | | ||||||||||||
Notes payable, net of deferred financing costs
|
| | | $ | 115,035,544 | | | | | $ | 92,088,579 | | | ||
Notes payable – related parties
|
| | | | 5,114,413 | | | | | | 254,978 | | | ||
Accounts payable
|
| | | | 1,315,086 | | | | | | 1,390,652 | | | ||
Accrued interest
|
| | | | 568,858 | | | | | | 664,322 | | | ||
Accrued expenses
|
| | | | 2,976,816 | | | | | | 2,932,359 | | | ||
Due to related parties
|
| | | | 551,803 | | | | | | 340,969 | | | ||
Advance key money, net
|
| | | | 1,200,000 | | | | | | 1,275,000 | | | ||
Above-market ground lease, net
|
| | | | 3,887,665 | | | | | | 4,013,072 | | | ||
Other liabilities
|
| | | | 1,333,885 | | | | | | 1,187,578 | | | ||
Total Liabilities
|
| | | $ | 131,984,070 | | | | | $ | 104,147,509 | | |
| | |
2018
|
| ||||
Real estate investments, at cost: | | | | | | | | |
Land
|
| | | $ | 4,559,776 | | | |
Building
|
| | | | 22,393,996 | | | |
Furniture, Fixtures & Equipment
|
| | | | 1,685,570 | | | |
Total purchase price of assets acquired
|
| | | $ | 28,639,342 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Prepaid expenses
|
| | | $ | 1,075,754 | | | | | $ | 1,044,609 | | | ||
Deposits
|
| | | | 779,705 | | | | | | 716,150 | | | ||
Costs in excess of billings
|
| | | | 3,236 | | | | | | 46,034 | | | ||
Deferred franchise fees, net
|
| | | | 557,066 | | | | | | 427,952 | | | ||
Intangibles, net
|
| | | | 263,061 | | | | | | 286,802 | | | ||
Investments in unconsolidated entities
|
| | | | 570,351 | | | | | | 174,895 | | | ||
Inventory
|
| | | | 201,443 | | | | | | 178,239 | | | ||
Total prepaid and other assets
|
| | | $ | 3,450,616 | | | | | $ | 2,874,681 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Sales tax payable
|
| | | $ | 545,387 | | | | | $ | 599,868 | | | ||
Deposits
|
| | | | 387,319 | | | | | | 287,688 | | | ||
Deferred revenue
|
| | | | 52,827 | | | | | | 41,062 | | | ||
Tenant improvement allowance
|
| | | | 32,047 | | | | | | — | | | ||
Capital leases
|
| | | | 315,104 | | | | | | — | | | ||
Redemption/distribution payable
|
| | | | — | | | | | | 350,000 | | | ||
Deferred rent liability
|
| | | | 338,521 | | | | | | — | | | ||
Billings in excess of costs
|
| | | | 89,790 | | | | | | 137,292 | | | ||
Other
|
| | | | 21,685 | | | | | | 164,640 | | | ||
Total other liabilities
|
| | | $ | 1,782,680 | | | | | $ | 1,580,550 | | |
| | |
2018
|
| |
2017
|
| |
Interest
Rate |
| |
Original/
Extended Maturity |
| ||||||||
Notes Payable | | | | | | | | | | | | | | | | | | | | | |
Real Estate Loans
|
| | | | | | | | | | | | | | | | | | | | |
Hampton Inn & Suites Hotel
|
| | | $ | 6,692,868 | | | | | $ | 6,868,347 | | | |
4.50%
|
| | July 2025 | | ||
Four Points by Marriott Hotel
|
| | | | 11,000,000 | | | | | | — | | | |
Variable
|
| | December 2021 | | ||
Holiday Inn Ocotillo Hotel
|
| | | | 9,250,000 | | | | | | — | | | |
Variable
|
| | August 2020 | | ||
Hilton Tucson East Hotel
|
| | | | — | | | | | | 12,730,000 | | | |
10.00%
|
| | June 2018 | | ||
Hilton Tucson East Hotel
|
| | | | 14,000,000 | | | | | | — | | | |
8.50%
|
| | June 2020 | | ||
Crowne Plaza Hotel
|
| | | | — | | | | | | 11,522,148 | | | |
Variable
|
| | September 2018 | | ||
Holiday Inn & Suites Hotel
|
| | | | — | | | | | | 15,375,000 | | | |
Variable
|
| | July 2018 | | ||
Hilton Phoenix Airport Hotel
|
| | | | — | | | | | | 29,000,000 | | | |
9.00%
|
| | September 2019 | | ||
Airport Hotel Portfolio
|
| | | | 56,470,000 | | | | | | — | | | |
Variable
|
| | October 2021 | | ||
GC Square Apartments
|
| | | | 11,000,000 | | | | | | 8,939,000 | | | |
Variable
|
| | November 2020 | | ||
Palms Apartment Portfolio
|
| | | | 9,437,652 | | | | | | 9,603,918 | | | |
5.28%
|
| | September 2026 | | ||
Single-family Home Loans
|
| | | | 400,000 | | | | | | 1,519,049 | | | |
10.50%
|
| | On demand | | ||
Unsecured Borrowing
|
| | | | — | | | | | | 947,500 | | | |
33.00%
|
| | Undefined | | ||
Total real estate loans
|
| | | | 118,250,520 | | | | | | 96,504,962 | | | | | | | | | ||
Corporate notes
|
| | | | 5,928,273 | | | | | | 6,383,273 | | | |
10.13% – 12.00%
|
| |
January 2019 –
December 2019 |
| ||
Convertible corporate notes
|
| | | | 1,377,271 | | | | | | — | | | |
8.25%
|
| |
January 2019 –
December 2019 |
| ||
Other
|
| | | | — | | | | | | 7,950 | | | |
6.00%
|
| | November 2018 | | ||
Total Notes Payable
|
| | | | 125,556,064 | | | | | | 102,896,185 | | | | | | | | | ||
Deferred financing costs, net
|
| | | | (2,814,976 | ) | | | | | | (1,949,834 | ) | | | | | | | | |
Total Notes Payable, Net
|
| | | $ | 122,741,088 | | | | | $ | 100,946,351 | | | | | | | | |
|
2019
|
| | | $ | 8,066,338 | | | |
|
2020
|
| | | | 34,626,834 | | | |
|
2021
|
| | | | 67,868,152 | | | |
|
2022
|
| | | | 418,310 | | | |
|
2023
|
| | | | 439,496 | | | |
|
Thereafter
|
| | | | 14,136,934 | | | |
| | | | | $ | 125,556,064 | | |
|
2019
|
| | | $ | — | | | |
|
2020
|
| | | | 127,978 | | | |
| | | | | $ | 127,978 | | |
|
2019
|
| | | $ | 5,136,861 | | | |
|
2020
|
| | | | 3,854,801 | | | |
|
2021
|
| | | | 802,061 | | | |
|
2022
|
| | | | — | | | |
|
2023
|
| | | | — | | | |
|
Thereafter
|
| | | | 850,000 | | | |
| | | | | $ | 10,643,723 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Current income tax (provision) benefit | | | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | — | | | ||
State
|
| | | | — | | | | | | — | | | ||
Total
|
| | | | — | | | | | | — | | | ||
Deferred income tax (provision) benefit | | | | | | | | | | | | | | | |
Federal
|
| | | | (122,282 | ) | | | | | | 912,114 | | | |
State
|
| | | | (18,530 | ) | | | | | | (220,823 | ) | | |
Total
|
| | | | (140,812 | ) | | | | | | 691,291 | | | |
Adjustment to valuation allowance
|
| | | | 140,812 | | | | | | (691,291 | ) | | | |
Total income tax (provision) benefit
|
| | | $ | — | | | | | $ | — | | |
| | |
2018
|
| |
2017
|
| ||||||||
U.S. federal statutory tax rate
|
| | | | 21.0 | % | | | | | | 34.0 | % | | |
Impact of U.S. Tax Reform
|
| | | | 3.8 | % | | | | | | -23.2 | % | | |
Income passed through to noncontrolling interest, federal tax
|
| | | | -16.2 | % | | | | | | -11.4 | % | | |
Income passed through to noncontrolling interest, state tax
|
| | | | -2.9 | % | | | | | | -1.1 | % | | |
Permanent differences, VIEs
|
| | | | -1.3 | % | | | | | | -9.6 | % | | |
State taxes, net of federal benefit
|
| | | | 0.0 | % | | | | | | 3.2 | % | | |
Prior period tax return true-up in current year
|
| | | | -3.2 | % | | | | | | 0.1 | % | | |
Nondeductible expenses
|
| | | | -0.1 | % | | | | | | -0.1 | % | | |
Change in valuation allowance
|
| | | | -1.1 | % | | | | | | 8.1 | % | | |
Effective income tax rate
|
| | | | 0.0 | % | | | | | | 0.0 | % | | |
| | |
2018
|
| |
2017
|
| ||||||||
Deferred tax assets: | | | | | | | | | | | | | | | |
Net Operating Loss Carryforwards
|
| | | $ | 3,952,750 | | | | | $ | 2,621,856 | | | ||
Sec 362 Basis Step-up
|
| | | | 458,536 | | | | | | 959,854 | | | ||
Deferred Compensation
|
| | | | 503,301 | | | | | | 343,599 | | | ||
Fixed Assets
|
| | | | 380,549 | | | | | | 201,377 | | | ||
Other
|
| | | | 50,021 | | | | | | 4,018 | | | ||
Total
|
| | | | 5,345,157 | | | | | | 4,130,704 | | | ||
Deferred tax liabilities: | | | | | | | | | | | | | | | |
Passthrough Income/Loss from Partnerships
|
| | | | (1,212,475 | ) | | | | | | (157,538 | ) | | |
Other
|
| | | | (18,704 | ) | | | | | | — | | | |
Total
|
| | | | (1,231,179 | ) | | | | | | (157,538 | ) | | |
Valuation Allowance
|
| | | | (4,113,978 | ) | | | | | | (3,973,166 | ) | | |
Net deferred tax assets
|
| | | $ | — | | | | | $ | — | | |
| | |
2018
|
| |
2017
|
| ||||||||
Valuation allowance at the beginning of the year
|
| | | $ | 3,973,166 | | | | | | 4,664,457 | | | ||
Changes in valuation allowance recorded during the year
|
| | | | 140,812 | | | | | | (691,291 | ) | | | |
Valuation allowance at the end of the year
|
| | | $ | 4,113,978 | | | | | $ | 3,973,166 | | |
| | |
Year Ended December 31,
|
| |||||||||||
| | |
2018
|
| |
2017
|
| ||||||||
Supplemental Disclosure of Cash Flow Information | | | | | | | | | | | | | | | |
Cash paid for interest, net of capitalized interest of $444,539 and $1,132,898
for the years ended December 31, 2018 and 2017, respectively |
| | | $ | 11,424,168 | | | | | $ | 7,908,233 | | | ||
Cash paid for income taxes
|
| | | $ | — | | | | | $ | — | | | ||
Supplemental Disclosures of Non-cash Investing and Financing Activities | | | | | | | | | | | | | | | |
Investments in real estate assets included in accounts payable
|
| | | $ | 303,038 | | | | | $ | 2,541,913 | | | ||
Investments in real estate assets included in due to related parties
|
| | | $ | 910,203 | | | | | $ | — | | | ||
Real estate investments reclassified to held for sale
|
| | | $ | 14,424,414 | | | | | $ | 1,417,376 | | | ||
Deferred financing costs included in accrued expenses
|
| | | $ | 220,000 | | | | | $ | 510,000 | | | ||
Exchange of common stock for professional services included in accounts payable
|
| | | $ | 28,014 | | | | | $ | — | | | ||
Conversion of noncontrolling interests to common stock
|
| | | $ | 55,941 | | | | | $ | — | | | ||
Conversion of notes payable to preferred stock
|
| | | $ | 14,230 | | | | | $ | 975,651 | | | ||
Conversion of notes payable to common stock
|
| | | $ | 183,903 | | | | | $ | 1,561,041 | | | ||
Buyback obligation
|
| | | $ | 13,577,152 | | | | | $ | — | | | ||
Settlement of share-based payments
|
| | | $ | — | | | | | $ | 1,126,525 | | | ||
Accrued redemption of noncontrolling interest
|
| | | $ | — | | | | | $ | 250,000 | | | ||
Accrued noncontrolling interest distribution
|
| | | $ | — | | | | | $ | 100,000 | | | ||
Accretion of mezzanine equity value
|
| | | $ | 51,327 | | | | | $ | 15,858 | | |
|
2019
|
| | | $ | 190,400 | | | |
|
2020
|
| | | | 470,783 | | | |
|
2021
|
| | | | 520,886 | | | |
|
2022
|
| | | | 483,135 | | | |
|
2023
|
| | | | 449,446 | | | |
|
Thereafter
|
| | | | 1,098,960 | | | |
| | | | | $ | 3,213,610 | | |
| | |
Lease
Payments |
| |
Intangible
Amortization |
| |
Net Lease
Expense |
| ||||||||||||
2019
|
| | | $ | 1,028,672 | | | | | $ | (125,409 | ) | | | | | $ | 903,263 | | | ||
2020
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
2021
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
2022
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
2023
|
| | | | 1,028,672 | | | | | | (125,409 | ) | | | | | | 903,263 | | | ||
Thereafter
|
| | | | 29,487,016 | | | | | | (3,260,620 | ) | | | | | | 26,226,396 | | | ||
| | | | $ | 34,630,376 | | | | | $ | (3,887,665 | ) | | | | | $ | 30,742,711 | | |
|
2019
|
| | | $ | 260,412 | | | |
|
2020
|
| | | | 276,725 | | | |
|
2021
|
| | | | 316,793 | | | |
|
2022
|
| | | | 314,175 | | | |
|
2023
|
| | | | 311,578 | | | |
|
Thereafter
|
| | | | 12,097,469 | | | |
| | | | | $ | 13,577,152 | | |
| | |
Shares
|
| ||||
December 31, 2016
|
| | | | 1,239,804 | | | |
Warrants issued
|
| | | | — | | | |
Warrants exercised
|
| | | | (30,617 | ) | | |
December 31, 2017
|
| | | | 1,209,187 | | | |
Warrants issued
|
| | | | — | | | |
Warrants exercised
|
| | | | (663,803 | ) | | |
Warrants expired
|
| | | | (333,489 | ) | | |
December 31, 2018
|
| | | | 211,895 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Weighted-average remaining term (in months)
|
| | | | 15.52 | | | | | | 9.96 | | | ||
Weighted-average exercise price
|
| | | $ | 1.93 | | | | | $ | 1.87 | | |
| | |
2018
|
| ||||
Expected term (in years)
|
| | | | 6.46 | | | |
Volatility
|
| | | | 30.00 | % | | |
Dividend yield
|
| | | | 0.00 | % | | |
Risk-free rate
|
| | | | 3.05 | % | | |
Grant date fair value
|
| | | $ | 0.73 | | |
| | |
Stock
Options |
| |
Weighted-
Average Exercise Price |
| |
Weighted-
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value |
| ||||||||||||||||
Outstanding, January 1, 2018
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | ||||
Granted
|
| | | | 3,113,597 | | | | | | 1.99 | | | | | | — | | | | | | — | | | ||||
Forfeited
|
| | | | (108,773 | ) | | | | | | 1.99 | | | | | | — | | | | | | — | | | |||
Outstanding, December 31, 2018
|
| | | | 3,004,824 | | | | | $ | 1.99 | | | | | | 6.46 | | | | | $ | 1,332,882 | | |
|
2019
|
| | | $ | — | | | |
|
2020
|
| | | | 1,615,344 | | | |
|
2021
|
| | | | 1,565,136 | | | |
|
2022
|
| | | | 661,454 | | | |
| | | | | $ | 3,841,934 | | |
| | |
2018
|
| |
2017
|
| ||||||||
Net loss attributable to CaliberCos Inc.
|
| | | $ | (2,992,701 | ) | | | | | $ | (2,703,463 | ) | | |
Preferred stock dividends
|
| | | | (390,508 | ) | | | | | | (197,825 | ) | | |
Accretion of mezzanine equity value
|
| | | | (51,327 | ) | | | | | | (15,868 | ) | | |
Net loss attributable to common shareholders of CaliberCos Inc.
|
| | | $ | (3,434,536 | ) | | | | | $ | (2,917,156 | ) | | |
Weighted-average common shares outstanding
|
| | | | 27,405,332 | | | | | | 25,299,392 | | | ||
Basic and diluted net loss per share attributable to common shareholders
|
| | | $ | (0.13 | ) | | | | | $ | (0.12 | ) | | |
| | |
2018
|
| |
2017
|
| ||||||||
Additional common shares, if warrants were exercised
|
| | | | 211,895 | | | | | | 1,209,187 | | | ||
Additional common shares, if preferred shares were converted
|
| | | | 2,071,745 | | | | | | 1,732,786 | | | ||
Additional common shares, if stock options were exercised
|
| | | | 3,004,824 | | | | | | — | | | ||
| | | | | 5,288,464 | | | | | | 2,941,973 | | |
| | |
December 31, 2018
|
| |
December 31, 2017
|
| ||||||||||||||||||||||
| | |
Carrying Value
|
| |
Fair Value
|
| |
Carrying Value
|
| |
Fair Value
|
| ||||||||||||||||
Notes Payable | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hampton Inn & Suites Hotel
|
| | | $ | 6,693,000 | | | | | $ | 5,806,000 | | | | | $ | 6,868,347 | | | | | $ | 6,601,000 | | | ||||
Four Points by Marriott Hotel
|
| | | $ | 11,000,000 | | | | | $ | 10,770,000 | | | | | $ | — | | | | | $ | — | | | ||||
Hilton Tucson East Hotel
|
| | | $ | 14,000,000 | | | | | $ | 14,000,000 | | | | | $ | 12,730,000 | | | | | $ | 12,611,000 | | | ||||
Palms Apartment Portfolio
|
| | | $ | 9,438,000 | | | | | $ | 8,413,000 | | | | | $ | 9,603,918 | | | | | $ | 9,012,000 | | |
| | |
Year Ended December 31, 2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Real Estate Services
|
| |
Real Estate Operations
|
| |
Eliminations
|
| |
CaliberCos Inc.
& Subsidiaries |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Fund
Management |
| |
Construction &
Development |
| |
Property
Management |
| |
Real Estate
Brokerage |
| |
Total
|
| |
Hospitality
|
| |
Residential
|
| |
Commercial
|
| |
Diversified
|
| |
Total
|
| |
Non-
consolidated |
| |
Intercompany
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 50,866,351 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 50,866,351 | | | | | $ | (1,525,012 | ) | | | | | $ | — | | | | | $ | 49,341,339 | | | ||||||||||||
Construction and
development |
| | | | — | | | | | | 9,425,377 | | | | | | — | | | | | | — | | | | | | 9,425,377 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,795,034 | ) | | | | | | 4,630,343 | | | ||||||||||||
Real estate sales
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,289,200 | | | | | | — | | | | | | — | | | | | | 6,289,200 | | | | | | — | | | | | | — | | | | | | 6,289,200 | | | |||||||||||||
Rental income
|
| | | | — | | | | | | — | | | | | | 854 | | | | | | — | | | | | | 854 | | | | | | — | | | | | | 8,204,318 | | | | | | 959,077 | | | | | | — | | | | | | 9,163,395 | | | | | | (4,196,239 | ) | | | | | | — | | | | | | 4,968,010 | | | ||||||||||||
Fund management
|
| | | | 8,381,850 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,381,850 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,714,997 | ) | | | | | | 4,666,853 | | | ||||||||||||
Property management
|
| | | | — | | | | | | — | | | | | | 476,381 | | | | | | — | | | | | | 476,381 | | | | | | — | | | | | | 60,804 | | | | | | — | | | | | | — | | | | | | 60,804 | | | | | | (23,442 | ) | | | | | | (188,630 | ) | | | | | | 325,113 | | | |||||||||||
Brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,892,329 | | | | | | 1,892,329 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,588,354 | ) | | | | | | 303,975 | | | ||||||||||||
Other
|
| | | | — | | | | | | 9,399 | | | | | | 87,475 | | | | | | — | | | | | | 96,874 | | | | | | — | | | | | | 75,675 | | | | | | — | | | | | | — | | | | | | 75,675 | | | | | | (25,242 | ) | | | | | | — | | | | | | 147,307 | | | ||||||||||||
Total revenues
|
| | | | 8,381,850 | | | | | | 9,434,776 | | | | | | 564,710 | | | | | | 1,892,329 | | | | | | 20,273,665 | | | | | | 50,866,351 | | | | | | 14,629,997 | | | | | | 959,077 | | | | | | — | | | | | | 66,455,425 | | | | | | (5,769,935 | ) | | | | | | (10,287,015 | ) | | | | | | 70,672,140 | | | |||||||||||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,142,966 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,142,966 | | | | | | (1,221,009 | ) | | | | | | — | | | | | | 18,921,957 | | | ||||||||||||
Cost of sales – construction and
development |
| | | | — | | | | | | 8,824,608 | | | | | | — | | | | | | — | | | | | | 8,824,608 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,468,444 | ) | | | | | | 4,356,164 | | | ||||||||||||
Cost of sales – real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,435,336 | | | | | | — | | | | | | — | | | | | | 5,435,336 | | | | | | — | | | | | | (107,764 | ) | | | | | | 5,327,572 | | | ||||||||||||
Cost of sales – brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,033,162 | | | | | | 1,033,162 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (926,590 | ) | | | | | | 106,572 | | | ||||||||||||
Operating costs
|
| | | | 6,403,829 | | | | | | 685,756 | | | | | | 195,699 | | | | | | 94,941 | | | | | | 7,380,225 | | | | | | 10,640,885 | | | | | | 4,361,579 | | | | | | 550,412 | | | | | | 636,854 | | | | | | 16,189,730 | | | | | | (3,472,544 | ) | | | | | | (470,900 | ) | | | | | | 19,626,511 | | | |||||||||||
General and administrative
|
| | | | 2,412,934 | | | | | | 41,492 | | | | | | 53,221 | | | | | | 110,390 | | | | | | 2,618,037 | | | | | | 3,496,893 | | | | | | 431,494 | | | | | | 292,237 | | | | | | 1,620,256 | | | | | | 5,840,880 | | | | | | (2,429,284 | ) | | | | | | (521,460 | ) | | | | | | 5,508,173 | | | |||||||||||
Marketing and advertising
|
| | | | 487,814 | | | | | | 2,275 | | | | | | 31 | | | | | | 715 | | | | | | 490,835 | | | | | | 3,897,823 | | | | | | 263,180 | | | | | | 40,726 | | | | | | 76,658 | | | | | | 4,278,387 | | | | | | (412,307 | ) | | | | | | — | | | | | | 4,356,915 | | | ||||||||||||
Franchise fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,580,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,580,300 | | | | | | (17,151 | ) | | | | | | — | | | | | | 3,563,149 | | | ||||||||||||
Management fees
|
| | | | — | | | | | | — | | | | | | 1,075 | | | | | | — | | | | | | 1,075 | | | | | | 3,919,837 | | | | | | 1,072,093 | | | | | | 234,518 | | | | | | 1,039,150 | | | | | | 6,265,598 | | | | | | (2,203,909 | ) | | | | | | (2,110,050 | ) | | | | | | 1,952,714 | | | |||||||||||
Depreciation
|
| | | | 85,783 | | | | | | — | | | | | | — | | | | | | — | | | | | | 85,783 | | | | | | 6,662,663 | | | | | | 2,560,219 | | | | | | 270,841 | | | | | | — | | | | | | 9,493,723 | | | | | | (2,315,620 | ) | | | | | | (229,720 | ) | | | | | | 7,034,166 | | | |||||||||||
Impairment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 839,250 | | | | | | — | | | | | | — | | | | | | 839,250 | | | | | | — | | | | | | — | | | | | | 839,250 | | | |||||||||||||
Total expenses
|
| | | | 9,390,360 | | | | | | 9,554,131 | | | | | | 250,026 | | | | | | 1,239,208 | | | | | | 20,433,725 | | | | | | 52,341,367 | | | | | | 14,963,151 | | | | | | 1,388,734 | | | | | | 3,372,918 | | | | | | 72,066,170 | | | | | | (12,071,824 | ) | | | | | | (8,834,928 | ) | | | | | | 71,593,143 | | | |||||||||||
Operating Income (Loss)
|
| | | | (1,008,510 | ) | | | | | | (119,355 | ) | | | | | | 314,684 | | | | | | 653,121 | | | | | | (160,060 | ) | | | | | | (1,475,016 | ) | | | | | | (333,154 | ) | | | | | | (429,657 | ) | | | | | | (3,372,918 | ) | | | | | | (5,610,745 | ) | | | | | | 6,301,889 | | | | | | (1,452,087 | ) | | | | | | (921,003 | ) | | | |||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (income) expenses, net
|
| | | | (28,571 | ) | | | | | | — | | | | | | — | | | | | | 160 | | | | | | (28,411 | ) | | | | | | 726,910 | | | | | | (179,867 | ) | | | | | | 94,119 | | | | | | — | | | | | | 641,162 | | | | | | (36,374 | ) | | | | | | (269,847 | ) | | | | | | 306,530 | | | ||||||||
Income from investments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,383,746 | ) | | | | | | (2,383,746 | ) | | | | | | 2,383,746 | | | | | | — | | | | | | — | | | |||||||||||
Interest income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,301 | ) | | | | | | (33,801 | ) | | | | | | — | | | | | | (1,212,541 | ) | | | | | | (1,281,643 | ) | | | | | | 1,212,706 | | | | | | 27,287 | | | | | | (41,650 | ) | | | ||||||||
Gain on disposition of real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,608,061 | ) | | | | | | (699,222 | ) | | | | | | — | | | | | | (3,307,283 | ) | | | | | | 3,307,283 | | | | | | — | | | | | | — | | | ||||||||||
Interest expense
|
| | | | 939,314 | | | | | | — | | | | | | — | | | | | | 743 | | | | | | 940,057 | | | | | | 9,805,722 | | | | | | 2,618,240 | | | | | | 1,309,209 | | | | | | 2,419,432 | | | | | | 16,152,603 | | | | | | (5,088,708 | ) | | | | | | (116,210 | ) | | | | | | 11,887,742 | | | |||||||||||
Total other expenses, net
|
| | | | 910,743 | | | | | | — | | | | | | — | | | | | | 903 | | | | | | 911,646 | | | | | | 10,497,331 | | | | | | (203,489 | ) | | | | | | 704,106 | | | | | | (1,176,855 | ) | | | | | | 9,821,093 | | | | | | 1,778,653 | | | | | | (358,770 | ) | | | | | | 12,152,622 | | | ||||||||||
Net Income (Loss)
|
| | | $ | (1,919,253 | ) | | | | | $ | (119,355 | ) | | | | | $ | 314,684 | | | | | $ | 652,218 | | | | | $ | (1,071,706 | ) | | | | | $ | (11,972,347 | ) | | | | | $ | (129,665 | ) | | | | | $ | (1,133,763 | ) | | | | | $ | (2,196,063 | ) | | | | | $ | (15,431,838 | ) | | | | | $ | 4,523,236 | | | | | $ | (1,093,317 | ) | | | | | $ | (13,073,625 | ) | | | |||
|
| | |
December 31, 2018
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total real estate investments, at cost
|
| | | $ | 402,130 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 402,130 | | | | | $ | 154,462,298 | | | | | $ | 68,002,488 | | | | | $ | 23,966,138 | | | | | $ | 71,205 | | | | | $ | 246,502,129 | | | | | $ | 71,925,499 | | | | | $ | (146,886,672 | ) | | | | | $ | 171,943,086 | | | ||||||||||||
Total Assets
|
| | | $ | 6,235,856 | | | | | $ | 2,235,829 | | | | | $ | 39,161 | | | | | $ | 380,220 | | | | | $ | 8,891,066 | | | | | $ | 155,924,741 | | | | | $ | 65,489,911 | | | | | $ | 25,485,971 | | | | | $ | 74,962,350 | | | | | $ | 321,862,973 | | | | | $ | (143,528,943 | ) | | | | | $ | (15,090,299 | ) | | | | | $ | 172,134,797 | | | |||||||||||
|
| | |
Year Ended December 31, 2017
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Real Estate Services
|
| |
Real Estate Operations
|
| |
Eliminations
|
| |
CaliberCos Inc.
& Subsidiaries |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Fund
Management |
| |
Construction &
Development |
| |
Property
Management |
| |
Real Estate
Brokerage |
| |
Total
|
| |
Hospitality
|
| |
Residential
|
| |
Commercial
|
| |
Diversified
|
| |
Total
|
| |
Non-
consolidated |
| |
Intercompany
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hospitality
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 46,283,522 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 46,283,522 | | | | | $ | (2,221,415 | ) | | | | | $ | — | | | | | $ | 44,062,107 | | | ||||||||||||
Construction and
development |
| | | | — | | | | | | 20,565,534 | | | | | | — | | | | | | — | | | | | | 20,565,534 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (15,949,552 | ) | | | | | | 4,615,982 | | | ||||||||||||
Real estate sales
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,877,470 | | | | | | — | | | | | | — | | | | | | 7,877,470 | | | | | | — | | | | | | — | | | | | | 7,877,470 | | | |||||||||||||
Rental income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,613,774 | | | | | | 964,115 | | | | | | — | | | | | | 8,577,889 | | | | | | (3,605,086 | ) | | | | | | — | | | | | | 4,972,803 | | | ||||||||||||
Fund management
|
| | | | 3,997,765 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,997,765 | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,000 | | | | | | 30,000 | | | | | | (30,000 | ) | | | | | | (1,907,368 | ) | | | | | | 2,090,397 | | | |||||||||||
Property management
|
| | | | — | | | | | | — | | | | | | 700,870 | | | | | | — | | | | | | 700,870 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (215,140 | ) | | | | | | 485,730 | | | ||||||||||||
Brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,860,411 | | | | | | 1,860,411 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,545,764 | ) | | | | | | 314,647 | | | ||||||||||||
Total revenues
|
| | | | 3,997,765 | | | | | | 20,565,534 | | | | | | 700,870 | | | | | | 1,860,411 | | | | | | 27,124,580 | | | | | | 46,283,522 | | | | | | 15,491,244 | | | | | | 964,115 | | | | | | 30,000 | | | | | | 62,768,881 | | | | | | (5,856,501 | ) | | | | | | (19,617,824 | ) | | | | | | 64,419,136 | | | |||||||||||
Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of sales – hospitality
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,185,547 | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,185,547 | | | | | | (1,458,059 | ) | | | | | | — | | | | | | 16,727,488 | | | ||||||||||||
Cost of sales – construction and
development |
| | | | — | | | | | | 18,622,858 | | | | | | — | | | | | | — | | | | | | 18,622,858 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,517,120 | ) | | | | | | 4,105,738 | | | ||||||||||||
Cost of sales – real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,085,829 | | | | | | — | | | | | | — | | | | | | 7,085,829 | | | | | | — | | | | | | (154,891 | ) | | | | | | 6,930,938 | | | ||||||||||||
Cost of sales – brokerage
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,445,458 | | | | | | 1,445,458 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,390,873 | ) | | | | | | 54,585 | | | ||||||||||||
Operating costs
|
| | | | 3,309,369 | | | | | | 543,337 | | | | | | 677,813 | | | | | | 15,748 | | | | | | 4,546,267 | | | | | | 7,545,355 | | | | | | 4,218,934 | | | | | | 744,332 | | | | | | 36,086 | | | | | | 12,544,707 | | | | | | (2,632,789 | ) | | | | | | (26,136 | ) | | | | | | 14,432,049 | | | |||||||||||
General and administrative
|
| | | | 2,202,841 | | | | | | 35,609 | | | | | | 87,483 | | | | | | 124,385 | | | | | | 2,450,318 | | | | | | 5,110,525 | | | | | | 609,122 | | | | | | 30,448 | | | | | | 796,882 | | | | | | 6,546,977 | | | | | | (1,645,146 | ) | | | | | | (480,998 | ) | | | | | | 6,871,151 | | | |||||||||||
Marketing and advertising
|
| | | | 272,402 | | | | | | 8,904 | | | | | | — | | | | | | 60,003 | | | | | | 341,309 | | | | | | 3,398,913 | | | | | | 158,075 | | | | | | 60,895 | | | | | | 70,006 | | | | | | 3,687,889 | | | | | | (498,385 | ) | | | | | | — | | | | | | 3,530,813 | | | ||||||||||||
Franchise fees
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,067,828 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,067,828 | | | | | | (35,630 | ) | | | | | | — | | | | | | 3,032,198 | | | ||||||||||||
Management fees
|
| | | | — | | | | | | — | | | | | | 880 | | | | | | — | | | | | | 880 | | | | | | 2,498,623 | | | | | | 728,129 | | | | | | 264,604 | | | | | | 771,718 | | | | | | 4,263,074 | | | | | | (1,292,351 | ) | | | | | | (1,350,381 | ) | | | | | | 1,621,222 | | | |||||||||||
Depreciation
|
| | | | 98,365 | | | | | | — | | | | | | — | | | | | | — | | | | | | 98,365 | | | | | | 5,518,624 | | | | | | 2,157,223 | | | | | | 440,375 | | | | | | — | | | | | | 8,116,222 | | | | | | (2,481,943 | ) | | | | | | (168,515 | ) | | | | | | 5,564,129 | | | |||||||||||
Impairment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 460,906 | | | | | | — | | | | | | — | | | | | | 460,906 | | | | | | — | | | | | | — | | | | | | 460,906 | | | |||||||||||||
Total expenses
|
| | | | 5,882,977 | | | | | | 19,210,708 | | | | | | 766,176 | | | | | | 1,645,594 | | | | | | 27,505,455 | | | | | | 45,325,415 | | | | | | 15,418,218 | | | | | | 1,540,654 | | | | | | 1,674,692 | | | | | | 63,958,979 | | | | | | (10,044,303 | ) | | | | | | (18,088,914 | ) | | | | | | 63,331,217 | | | |||||||||||
Operating Income (Loss)
|
| | | | (1,885,212 | ) | | | | | | 1,354,826 | | | | | | (65,306 | ) | | | | | | 214,817 | | | | | | (380,875 | ) | | | | | | 958,107 | | | | | | 73,026 | | | | | | (576,539 | ) | | | | | | (1,644,692 | ) | | | | | | (1,190,098 | ) | | | | | | 4,187,802 | | | | | | (1,528,910 | ) | | | | | | 1,087,919 | | | ||||||
Other (Income) Expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other (income) expenses, net
|
| | | | 152,498 | | | | | | 9,718 | | | | | | — | | | | | | — | | | | | | 162,216 | | | | | | 532,391 | | | | | | 264,641 | | | | | | 17,501 | | | | | | (1,217 | ) | | | | | | 813,316 | | | | | | (315,784 | ) | | | | | | (21,541 | ) | | | | | | 638,207 | | | ||||||||||
Income from investments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,807,830 | ) | | | | | | (3,807,830 | ) | | | | | | 3,807,830 | | | | | | — | | | | | | — | | | |||||||||||
Interest income
|
| | | | (856 | ) | | | | | | — | | | | | | — | | | | | | — | | | | | | (856 | ) | | | | | | — | | | | | | (23,571 | ) | | | | | | — | | | | | | (1,414,847 | ) | | | | | | (1,438,418 | ) | | | | | | 1,414,157 | | | | | | 856 | | | | | | (24,261 | ) | | | |||||||
Gain on deposition of real estate
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,478,865 | ) | | | | | | (492,362 | ) | | | | | | — | | | | | | (1,971,227 | ) | | | | | | 492,362 | | | | | | — | | | | | | (1,478,865 | ) | | | |||||||||
Interest expense
|
| | | | 1,463,763 | | | | | | — | | | | | | — | | | | | | 3,478 | | | | | | 1,467,241 | | | | | | 7,786,175 | | | | | | 2,598,563 | | | | | | 640,343 | | | | | | 2,649,432 | | | | | | 13,674,513 | | | | | | (4,559,136 | ) | | | | | | (124,196 | ) | | | | | | 10,458,422 | | | |||||||||||
Total other expenses, net
|
| | | | 1,615,405 | | | | | | 9,718 | | | | | | — | | | | | | 3,478 | | | | | | 1,628,601 | | | | | | 8,318,566 | | | | | | 1,360,768 | | | | | | 165,482 | | | | | | (2,574,462 | ) | | | | | | 7,270,354 | | | | | | 839,429 | | | | | | (144,881 | ) | | | | | | 9,593,503 | | | |||||||||||
Net Income (Loss)
|
| | | $ | (3,500,617 | ) | | | | | $ | 1,345,108 | | | | | $ | (65,306 | ) | | | | | $ | 211,339 | | | | | $ | (2,009,476 | ) | | | | | $ | (7,360,459 | ) | | | | | $ | (1,287,742 | ) | | | | | $ | (742,021 | ) | | | | | $ | 929,770 | | | | | $ | (8,460,452 | ) | | | | | $ | 3,348,373 | | | | | $ | (1,384,029 | ) | | | | | $ | (8,505,584 | ) | | | ||||
|
| | |
December 31, 2017
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total real estate investments, at cost
|
| | | $ | 587,277 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 587,277 | | | | | $ | 125,329,509 | | | | | $ | 66,841,452 | | | | | $ | 22,008,704 | | | | | $ | — | | | | | $ | 214,179,665 | | | | | $ | (65,674,328 | ) | | | | | $ | (2,618,266 | ) | | | | | $ | 146,474,348 | | | |||||||||||
Total Assets
|
| | | $ | 3,966,716 | | | | | $ | 4,737,557 | | | | | $ | 68,196 | | | | | $ | 138,567 | | | | | $ | 8,911,036 | | | | | $ | 124,804,080 | | | | | $ | 68,062,361 | | | | | $ | 24,075,191 | | | | | $ | 52,378,056 | | | | | $ | 269,319,688 | | | | | $ | (118,603,267 | ) | | | | | $ | (6,848,249 | ) | | | | | $ | 152,779,208 | | | |||||||||||
|
Exhibit 4.1
FORM OF SUBSCRIPTION AGREEMENT
CALIBERCOS INC.
Subscription for Series B Preferred Stock
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TO SUBSCRIBER BY THE COMPANY IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE ACT) ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4. THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER IN THIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTION WITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT.
PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS RELATING TO THE OFFERING AND PRESENTED TO INVESTORS BY THE COMPANY (COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TO INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSED INVESTMENT.
THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.
THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.
THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.
THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.
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THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of _____________________, by and between the undersigned (the “Subscriber”) and CALIBERCOS INC., a Delaware corporation (“Company”), with reference to the facts set forth below.
WHEREAS, subject to the terms and conditions of this Agreement, the Subscriber wishes to irrevocably subscribe for and purchase (subject to acceptance of such subscription by the Company) the Series B Preferred Stock of the Company (the “Securities”), as set forth in Section 1 and on the signature page hereto, offered pursuant to that certain offering statement (File No. 024-11016) on Form 1-A (the “Offering Circular”) of the Company dated as of ____ and filed with the U.S. Securities and Exchange Commission (“SEC”) and as qualified by the SEC on _____.
NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Subscription for and Purchase of Securities.
(a) Subject to the express terms and conditions of this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase the Securities of the Company in the amount of the purchase price (the “Purchase Price”) set forth on the signature page to this Agreement. The rights of the Series B Preferred Stock are as set forth in the Second Amended and Restated Articles of Incorporation of the Company, as amended (the “Restated Articles”), filed as an exhibit to the Offering Circular of the Company filed with the SEC.
(b) Subscriber understands that the Securities are being offered pursuant to the Offering Circular. By executing this Subscription Agreement, Subscriber acknowledges that Subscriber has received this Subscription Agreement, the Offering Circular inclusive of all exhibits thereto, and any other information required by the Subscriber to make an investment decision.
(c) The Subscriber’s subscription may be accepted or rejected in whole or in part prior to a Closing Date (as defined herein) by the Company at its sole discretion. In addition, the Company, at its sole discretion, may allocate to Subscriber only a portion of the number of Securities that Subscriber has subscribed for. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part) or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partially rejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shall terminate. The aggregate number of Securities sold in the offering shall not exceed 12,500,000 shares of Series B Preferred Stock (the “Maximum Offering”). The Company may accept subscriptions until the earlier of the date that is six months from the date that this offering is qualified by the SEC, or the date at which the offering is earlier terminated by the Company in its sole discretion (the “Offering Termination Date”). Providing that subscriptions for 250,000 shares of Series B Preferred Stock are received (the “Minimum Offering”), and all other requirements for a closing are met, the Company may elect at any time to close all or any portion of the offering described in the Offering Circular, on various dates (each, a “Closing Date” and collectively, the “Closing Dates”).
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(d) To the extent that this Subscription is rejected in part, all of the obligations of Subscriber hereunder shall remain in full force and effect except for those obligations with respect to the rejected portion of this Subscription, which shall terminate.
(e) The terms of this Subscription Agreement shall be binding upon Subscriber and its permitted transferees, heirs, successors and assigns (each, a “Transferee” and collectively, “Transferees”); provided that for any such transfer to be deemed effective, the Transferee shall have executed and delivered to the Company in advance an instrument in a form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge, agree, and be bound by the representations and warranties of Subscriber and terms of this Subscription Agreement.
2. Purchase Procedure.
(a) Payment. The Purchase Price for the Securities shall be paid simultaneously with the execution and delivery to the Company of the signature page of this Subscription Agreement. Subscriber shall deliver a signed copy of this Subscription Agreement (which may be executed and delivered electronically), along with payment of the Purchase Price for the Securities by ACH electronic transfer, debit card, or wire transfer to an account designated by the Company, or by any combination of such methods.
(b) Escrow Arrangements. The Subscriber shall remit the Purchase Price for the Securities to SI Securities, LLC, who will then promptly remit such funds to The Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) on behalf of the Company by transfer of immediately available funds or other means approved by the Company at least two days prior to the applicable Closing Date, in the amount as set forth on the signature page hereto. Tendered funds shall be received by the Escrow Agent and will remain in escrow until the Minimum Offering is met and a Closing Date has occurred. Investments shall be transmitted promptly to the Escrow Agent in compliance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended. In the event that the Minimum Offering has not been met by the Offering Termination Date, any money tendered by Subscribers in the offering will be promptly returned by the Escrow Agent. Upon such Closing Date, the Escrow Agent shall release such Purchase Price to the Company for the issuance of the Securities to the Subscriber. The undersigned shall receive notice and evidence of the digital entry of the number of the Securities owned by undersigned reflected on the books and records of the Company and verified by Computershares (the “Transfer Agent”), which books and records shall bear a notation that the Securities were sold in reliance upon Regulation A.
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3. Representations and Warranties of the Company. The Company represents and warrants to Subscriber that as of each Closing Date:
(a) Organization, Good Standing and Qualification. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to do so would have a material adverse effect on its business or properties.
(b) Authorization. All requisite action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of the Series B Preferred Stock and the performance of all obligations of the Company hereunder and thereunder has been taken or will be taken prior to the issuance of Series B Preferred Stock to Subscriber, and this Agreement constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws or court decisions of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws or court decisions relating to the availability of specific performance, injunctive relief, or other equitable remedies or to equitable principles of general applicability.
4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of such Subscriber’s respective Closing Date(s):
(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.
(b) Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber’s representations contained in this Subscription Agreement.
(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’s entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.
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(d) Accredited Investor Status or Investment Limits. Subscriber represents that either:
(i) Subscriber is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act. Subscriber represents and warrants that the information set forth in response to question (c) on the signature page hereto concerning Subscriber is true and correct; or
(ii) The purchase price set out in paragraph (b) of the signature page to this Subscription Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber’s annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice.
(e) Shareholder Information. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such information with respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees that in the event it transfers any Securities to a permitted Transferee, it will require the Transferee of such Securities to agree to provide such information to the Company as a condition of such transfer.
(f) Company Information. Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber has had such opportunity as it deems necessary (which opportunity may have presented through online chat or commentary functions) to discuss the Company’s business, management and financial affairs with managers, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Subscriber has also had the opportunity to ask questions of and receive answers from the Company and its management regarding the terms and conditions of this investment. Subscriber acknowledges that except as set forth herein, no representations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition.
(g) Valuation. The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.
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(h) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporary resident) at the address shown on the signature page.
(i) No Brokerage Fees. There are no claims for brokerage commission, finders’ fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber.
(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.
(k) Information from Company. At no time has it been expressly or implicit represented, guaranteed or warranted to Subscriber by Company or any other person that: (i) a percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (ii) the past performance or experience on the part of the Company and/or its officers or directors does not in any way indicate the predictable or probable results of the ownership of the Series B Preferred Stock.
(l) The Subscriber’s true and correct full legal name, address of residence (or, if an entity, principal place of business), and electronic mail address, and other contact information are accurately provided on the signature page hereto. The Subscriber is currently a bona fide resident of the state or jurisdiction set forth in the current address provided to the Company. The Subscriber has no present intention of becoming a resident of any other state or jurisdiction.
(m) The Subscriber is subscribing for and purchasing the Series B Preferred Stock solely for the Subscriber’s own account, for investment purposes only, and not with a view toward or in connection with resale, distribution (other than to its shareholders or members, if any), subdivision or fractionalization thereof. The Subscriber has no agreement or other arrangement, formal or informal, with any person or entity to sell, transfer or pledge any part of the Series B Preferred Stock, or which would guarantee the Subscriber any profit, or insure against any loss with respect to the Series B Preferred Stock, and the Subscriber has no plans to enter into any such agreement or arrangement.
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(n) The Subscriber represents and warrants that the execution and delivery of this Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. The Subscriber confirms that the consummation of the transactions envisioned herein, including, but not limited to, the Subscriber’s purchase of the Securities, will not violate any foreign law and that such transactions are lawful in the Subscriber’s country of citizenship and residence.
5. Survival of Representations. The representations, warranties and covenants made by the Subscriber herein shall survive the termination of this Agreement.
6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordance with the laws of the State of Delaware.
EACH OF THE SUBSCRIBER AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE STATE OF DELAWARE AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBER AND THE COMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBER AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.
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7. Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:
If to the Company, to:
CaliberCos Inc. 8901 E. Mountain Road, Ste. 150 Scottsdale, Arizona 85258 Attention: John C. Loeffler, Chief Executive Officer |
If to a Subscriber, to Subscriber’s address as shown on the signature page hereto or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in accordance with (a) or (b) above.
8. Miscellaneous.
(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require.
(b) This Subscription Agreement is not transferable or assignable by Subscriber.
(c) The representations, warranties and agreements contained herein shall be deemed to be made by and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns.
(d) None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Subscriber.
(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never the subject of agreement.
(f) The invalidity, illegality or unenforceability of one or more of the provisions of this Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or enforceability of this Subscription Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
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(g) This Subscription Agreement supersedes all prior discussions and agreements between the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof.
(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.
(i) The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.
(j) This Subscription Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
(k) If any recapitalization or other transaction affecting the stock of the Company is effected, then any new, substituted or additional securities or other property which is distributed with respect to the Securities shall be immediately subject to this Subscription Agreement, to the same extent that the Securities, immediately prior thereto, shall have been covered by this Subscription Agreement.
(l) No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
[SIGNATURE PAGE FOLLOWS]
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CALIBERCOS INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
IN WITNESS WHEREOF, The undersigned, desiring to purchase Series B Preferred Stock of CaliberCos Inc., by executing this signature page, hereby executes, adopts and agrees to all terms, conditions and representations of the Subscription Agreement and hereby acknowledges that the undersigned has read and understood the risk factors set forth in the Offering Circular, and has hereby executed and delivered this Agreement and the Purchase Price as of the date set forth below.
Name of Subscriber: | |
Description of Entity (if applicable): | |
Signature of Subscriber: | |
Name of Person Signing on behalf of Subscriber: | |
Title (if applicable): | |
Address of Subscriber: | |
Telephone: | |
Email: | |
Number of Shares of Series B Preferred Stock Purchased: | |
Purchase Price: |
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CALIBERCOS INC.
SUBSCRIPTION AGREEMENT SIGNATURE PAGE
AGREED AND ACCEPTED BY:
CALIBERCOS INC., a Delaware corporation
By: | ||
Name: John C. Loeffler, II | ||
Title: Chief Executive Officer |
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APPENDIX A
An accredited investor includes the following categories of investor:
(1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
(2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
(3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;
(5) Any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000.
(i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5):
(A) The person’s primary residence shall not be included as an asset;
(B) Indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and
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(C) Indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;
(ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person’s net worth made in connection with a purchase of securities in accordance with a right to purchase such securities, provided that:
(A) Such right was held by the person on July 20, 2010;
(B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and
(C) The person held securities of the same issuer, other than such right, on July 20, 2010.
(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in §230.506(b)(2)(ii); and
(8) Any entity in which all of the equity owners are accredited investors.
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Exhibit 11.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Offering Statement of CaliberCos Inc. on Form 1-A Amendment #5 [File No. 024-11016] of our report dated April 9, 2019, with respect to our audits of the consolidated financial statements of CaliberCos Inc. and Subsidiaries as of December 31, 2018 and 2017 and for the years ended December 31, 2018 and 2017, which report appears in the Offering Circular, which is part of this Offering Statement. We also consent to the reference to our Firm under the heading “Experts” in such Offering Circular.
/s/ Marcum llp
Marcum LLP
New York, NY
January 24, 2020
Exhibit 12.1
January 24, 2020
CaliberCos Inc.
8901 E. Mountain View Road
Suite 150
Scottsdale, Arizona 85258
Re: | Offering Statement on Form 1-A |
Ladies and Gentlemen:
We have acted as counsel to CaliberCos Inc., a Delaware corporation (the “Company”), in connection with its filing of an offering statement on Form 1-A (File No. 024-11016) (the “Offering Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering Statement relates to the proposed issuance and sale on a continuous basis by the Company of up to 12,500,000 shares of the Series B Preferred Stock of the Company (the “Series B Preferred Stock”), which is convertible into 12,500,000 shares of the Class A Common Stock of the Company (the “Class A Common Stock”) pursuant to Rule 251(d)(3)(i)(F) of the Securities Act, as set forth in the Offering Statement. This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Form 1-A in connection with the Offering Statement.
We have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of rendering this opinion. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
For purposes of this opinion, we have made assumptions that are customary in opinion letters of this kind, including (i) the authenticity of original documents and the genuineness of all signatures; (ii) the accuracy and completeness of all documents submitted to us; (iii) the conformity to the originals of all documents submitted to us as copies; (iv) the legal capacity of all natural persons; and (v) that the Offering Statement and any amendments thereto (including post-effective amendments) will have become qualified under the Securities Act. We have not independently verified any of those assumptions.
Our opinion herein is expressed solely with respect to the Delaware General Corporate Law (the “DGCL”). We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. Our opinions as to the DGCL are based solely on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such statutes and provisions. No opinion is being rendered hereby with respect to the truth, accuracy or completeness of the Offering Statement or any portion thereof.
Based on the foregoing, and subject to the qualifications herein stated, we are of the opinion that (i) the Series B Preferred Stock, when issued and delivered against payment therefor in the manner described in the Offering Circular will be validly issued, fully paid and non-assessable; and (ii) upon conversion of the Series B Preferred Stock in accordance with the terms of the Series B Preferred Stock into shares of Class A Common Stock, such Class A Common Stock will be validly issued, fully paid and non-assessable.
7 Times Square, New York, New York 10036 Telephone: 212.790.4500 Fax: 212.790.4545 Albany | Los Angeles | New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C. |
CaliberCos Inc.
January 24, 2020
Page 2
This opinion is limited to the matters expressly stated herein and is provided solely for purposes of complying with the requirements of the Securities Act, and no opinions may be inferred or implied beyond the matters expressly stated herein. This opinion is based on facts and law existing as of the first date written above and rendered as of such date. We assume no obligation to advise the Company of any fact, circumstance, event or change in the law subsequent to the date of qualification of the Offering Statement, compliance with any continuing disclosure requirements that may be applicable, or of any facts that may thereafter be brought to our attention whether or not such occurrence would affect or modify the opinion expressed herein. We further assume no obligation to update or supplement this opinion to reflect any changes of law or fact that may occur following the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to this firm under the caption “Legal Matters” in the Offering Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Offering Statement, including this opinion as an exhibit or otherwise.
This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours, | |
/s/ Manatt, Phelps & Phillips, LLP | |
Manatt, Phelps & Phillips, LLP |
Exhibit 13.1
CALIBER'S FIRST PUBLIC INVESTMENT
OFFERING
PRE-LAUNCH PARTY
PRIVATE EVENT
FEBRUARY 5, 2020
Please join us while we celebrate
Caliber's first public investment offering!
After 10 years of business and six consecutive years on the INC 5000 list, Caliber is officially launching a "Test the Waters" campaign for their online public offering!
Come mingle with our leadership team, key investors and industry professionals as we celebrate this Scottsdale based business in the heart of Arizona.
This Reg A+ public offering allows the general public (not just accredited investors) to invest in private companies. View our offering circular here.
Through access to more investors, this public investment offering will give Caliber additional resources needed to grow and fulfill its goal of becoming the leading real estate investor in the Southwest.
Nook Kitchen Downtown
15 E Monroe St, Phoenix, AZ 85004
5:00 PM - 9:00 PM
Drinks and Appetizers Provided
With a special announcement by Caliber
Co-Founders |
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Chris Loeffler
|
Jennifer Schrader
|
Caliber | Caliber |
CEO & Co-Founder | President & Co-Founder |
Please RSVP by using the link below or to 480.295.7600. |
CLICK HERE TO RSVP |
Caliber is Testing the Waters to gauge market demand from potential investors for an offering under Tier II of Regulation A. No money or other consideration is being solicited, and if sent in response, it will not be accepted. No sales of securities will be made or commitment to purchase accepted until qualification of the offering statement by the Securities and Exchange Commission (The Commission) and approval of any other required government or regulatory agency. An indication of interest made by a prospective investor is non-binding and involves no obligation or commitment of any kind. No offer to buy securities can be accepted and no part of the purchase price can be received without an offering statement that has been qualified by The Commission. |