CaliberCos Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“the Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives. In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date. Management’s Annual Report on Internal Control Over Financial Reporting This report does not include a report on management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by the SEC for newly public companies. Because we are an “emerging growth company” under the JOBS Act, our independent public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company. Changes in Internal Control Over Financial Reporting No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections. None. 52 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this Item will be included in our Proxy Statement, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference. 53 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules Financial Statements The Financial Statements are included herein at pages F- 3 through F- 7 . Financial Statement Schedules All financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions, the required information is contained elsewhere in this Annual Report on Form 10-K, or the schedules are inapplicable and have therefore been omitted. Exhibits The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (and are numbered in accordance with Item 601 of Regulation S-K): Exhibit No. Description 3.1 Third Amended and Restated Certificate of Incorporation of CaliberCos Inc. (incorporated by reference to Exhibit 3.1 of CaliberCos Inc.’s Form 8-K filed with the SEC on May 19, 2023 3.2 Amended and Restated Bylaws of CaliberCos Inc. (incorporated by reference to Exhibit 3.2 of CaliberCos Inc.’s Form 8-K filed with the SEC on May 19, 2023) 4.1* Description of Securities 4.2 Form of Class A common stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on October 28, 2022 (File No. 333-267657)) 4.3 Amended and Restated Stockholders’ Agreement dated March 22, 2023, by and among the Company, John C. Loeffler, Jennifer Schrader and Donnie Schrader (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on March 22, 2023 (File No. 333-267657)) 4.3.1 Stock Purchase Agreement dated September 21, 2018, by and among the Company and Donnie Schrader (incorporated by reference to Exhibit 3.2 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on June 13, 2019) 10.1 † CaliberCos Inc. Amended and Restated 2017 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of CaliberCos Inc.’s Form S-8 (File No. 333-272078), filed with the SEC on May 19, 2023) 10.2 Loan Agreement, dated as of January 20, 2023, among 47th Street Phoenix Airport LLC, CHPH Holding, LLC, and 44th and McDowell Holding, LLC, as Borrower and Trimont Real Estate Advisors, LLC, as Agent for BP Holdings SIGMA LLC, as Lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.3 Guaranty of Recourse Obligations dated January 20, 2023, by John C. Loeffler, II, Jennifer Schrader,CDIF, LLC, Caliber Diversified Opportunity Fund II, LP, and CaliberCos Inc. for the benefit of BP Holdings Sigma, LLC(Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.4 Loan Agreement dated as of October 17, 2019 between Pollock Gateway II DE LLC, as borrower and Barclays Capital Real Estate Inc., as lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.5 Assumption Agreement dated January 25, 2023 by and among Pollock Gateway II DE LLC, original borrower, Gateway II Holdco, LLC, new borrower, Guila Pollock and Vita Piazza, trustees of The James and Guila Pollock Trust dated June 27, 2006, original guarantor, CaliberCos Inc., new guarantor, and Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of BBCMS Mortgage Trust 2019-C5, Commercial Mortgage Pass Through Certificates, Series 2019-C5, lender (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (File No. 001-04321), filed with the SEC on June 23, 2023) 10.6 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Jennifer Schrader (incorporated by reference to Exhibit 6.5 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 54 Table of Contents 10.7 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and John C. Loeffler II (incorporated by reference to Exhibit 6.6 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.8 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Roy Bade (incorporated by reference to Exhibit 6.7 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.9 † Executive Employment Agreement dated January 1, 2019 by and among CaliberCos Inc. and Jade Leung (incorporated by reference to Exhibit 6.8 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on August 19, 2019) 10.10 Form of Indemnification Agreement between CaliberCos Inc. and its directors and officers (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on November 23, 2022 (File No. 333-267657)) 10.11 Form of Escrow Agreement by and among CaliberCos Inc., SI Securities, LLC and The Bryn Mawr Trust Company of Delaware (incorporated by reference to Exhibit 8.1 of CaliberCos Inc.’s offering statement on Form 1-A (File No.024-11016), filed with the SEC on January 3, 2020) 10.12 Caliber/ Encore Opportunistic Growth Fund Limited Liability Company Agreement dated May 1, 2022 by and between CaliberCos Inc. and Encore Caliber Holdings, LLC (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.13 Form of Managing Dealer Agreement by and among CaliberCos Inc., Skyway Capital Markets, LLC and Issuer (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.14 Sponsor Consulting Agreement dated December 1, 2022 by and among CaliberCos Inc. and Skyway Capital Markets, LLC (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on April 12, 2023 (File No. 333-267657)) 10.15 Contribution Agreement dated June 30, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 024-11016), filed with the SEC on July 7, 2023) 14.1* Code of Ethics 19.1* Insider Trading Policy 21.1* Subsidiaries 23.1* Consent of Deloitte & Touche LLP 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 97.1* Clawback Policy 101.INS* Inline XBRL Instance 101.SCH* Inline XBRL Taxonomy Extension Schema 101.CAL* Inline XBRL Taxonomy Extension Calculation 101.LAB* Inline XBRL Taxonomy Extension Labels 101.PRE* Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) _____________________________ * Filed herewith ** In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. † Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary Not Applicable. 55 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in Scottsdale, Arizona, on April 15, 2024 . CALIBERCOS INC. By: /s/ John C. Loeffler, II Name: John C. Loeffler, II Title: Chairman and Chief Executive Officer As required under the Securities Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ John C. Loeffler, II Chairman and Chief Executive Officer April 15, 2024 John C. Loeffler, II (Principal Executive Officer) /s/ Jade Leung Chief Financial Officer ( Principal Accounting Officer ) April 15, 2024 Jade Leung /s/ Jennifer Schrader President, Chief Operating Officer and Vice-Chairperson April 15, 2024 Jennifer Schrader /s/ William J. Gerber Director April 15, 2024 William J. Gerber /s/ Michael Trzupek Director April 15, 2024 Michael Trzupek /s/ Dan Hansen Director April 15, 2024 Dan Hansen /s/ Lawrence Taylor Director April 15, 2024 Lawrence Taylor 56 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) F- 2 Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 F- 3 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 F- 5 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 F- 6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 F- 7 Notes to Consolidated Financial Statements F- 9 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of CaliberCos Inc. and subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of CaliberCos Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ DELOITTE & TOUCHE LLP Tempe, Arizona April 15, 2024 We have served as the Company's auditor since 2020. F-2 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) December 31, 2023 December 31, 2022 Assets Cash $ 940 $ 1,921 Restricted cash 2,569 23 Real estate investments, net 21,492 2,065 Due from related parties 9,759 9,646 Investments in unconsolidated entities 3,338 3,156 Operating lease - right of use assets 193 1,411 Prepaid and other assets 2,781 5,861 Assets of consolidated funds Cash 2,865 5,736 Restricted cash 11,266 8,254 Real estate investments, net 185,636 196,177 Accounts receivable, net 1,978 2,228 Notes receivable - related parties 34,620 28,229 Operating lease - right of use assets 10,318 8,769 Prepaid and other assets 11,677 5,358 Total assets $ 299,432 $ 278,834 Liabilities and Stockholders’ Equity Notes payable $ 53,799 $ 14,653 Notes payable - related parties — 365 Accounts payable and accrued expenses 8,886 6,374 Buyback obligation — 12,391 Due to related parties 257 171 Operating lease liabilities 119 1,587 Other liabilities 420 64 Liabilities of consolidated funds Notes payable, net 129,684 134,256 Notes payable - related parties 12,055 6,973 Accounts payable and accrued expenses 11,736 9,252 Due to related parties 101 68 Operating lease liabilities 13,957 12,461 Other liabilities 2,400 3,030 Total liabilities 233,414 201,645 Commitments and Contingencies F-3 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) December 31, 2023 December 31, 2022 Preferred stock, $ 0.001 par value; 22,500,000 authorized and no shares issued and outstanding as of December 31, 2023 and 12,500,000 shares authorized and 1,651,302 shares of Series B Preferred Stock issued and outstanding as of December 31, 2022 — — Common stock Class A, $ 0.001 par value; 100,000,000 shares authorized, 13,872,671 and 10,790,787 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 14 11 Common stock Class B, $ 0.001 par value; 15,000,000 shares authorized, 7,416,414 shares issued and outstanding as December 31, 2023 and December 31, 2022 7 7 Paid-in capital 39,432 33,108 Less treasury stock, at cost, 277,342 shares repurchased and 3,432,351 forward repurchase shares as of December 31, 2022. As of December 31, 2023, there were 318,957 shares repurchased and no forward repurchase shares — ( 13,626 ) Accumulated deficit ( 36,830 ) ( 22,709 ) Stockholders’ equity (deficit) attributable to CaliberCos Inc. 2,623 ( 3,209 ) Stockholders’ equity attributable to noncontrolling interests 63,395 80,398 Total stockholders’ equity 66,018 77,189 Total liabilities and stockholders’ equity $ 299,432 $ 278,834 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) Years Ended December 31, 2023 2022 Revenues Asset management revenues $ 10,571 $ 15,344 Performance allocations 3,639 2,543 Consolidated funds – hospitality revenues 68,905 59,564 Consolidated funds – other revenues 7,822 6,505 Total revenues 90,937 83,956 Expenses Operating costs 21,311 14,609 General and administrative 6,770 6,679 Marketing and advertising 1,052 1,179 Depreciation and amortization 550 58 Consolidated funds – hospitality expenses 80,669 60,667 Consolidated funds – other expenses 9,162 9,213 Total expenses 119,514 92,405 Consolidated funds - gain on sale of real estate investments 4,976 21,530 Other income, net 374 326 Gain on extinguishment of debt — 1,421 Interest income 350 178 Interest expense ( 4,717 ) ( 1,055 ) Net (loss) income before income taxes ( 27,594 ) 13,951 Benefit from income taxes — — Net (loss) income ( 27,594 ) 13,951 Net (loss) income attributable to noncontrolling interests ( 14,891 ) 11,931 Net (loss) income attributable to CaliberCos Inc. $ ( 12,703 ) $ 2,020 Basic net (loss) income per share attributable to common stockholders $ ( 0.63 ) $ 0.11 Diluted net (loss) income per share attributable to common stockholders $ ( 0.63 ) $ 0.11 Weighted average common shares outstanding: Basic 20,087 18,003 Diluted 20,087 19,822 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (AMOUNTS IN THOUSANDS) Preferred Stock Common Stock Paid in Capital Treasury Stock Accumulated Deficit Noncontrolling Interests Total Stockholders’ Equity Class A Class B Shares Par Value Shares Par Value Shares Par Value Balances as of December 31, 2021 1,650 — 10,523 10 7,416 7 29,249 ( 13,626 ) ( 24,729 ) 58,782 49,693 Issuance of common stock — — 492 1 — — 3,311 — — — 3,312 Repurchases of common stock — — ( 277 ) — — — — — — — — Equity based compensation expense — — 13 — — — 548 — — — 548 Contributions from noncontrolling interest holders — — — — — — — — — 26,389 26,389 Redemptions of noncontrolling interest holders — — — — — — — — — ( 2,085 ) ( 2,085 ) Distributions to noncontrolling interest holders — — — — — — — — — ( 4,364 ) ( 4,364 ) Consolidation of VIE — — — — — — — — — 3,864 3,864 Deconsolidation of VIEs — — — — — — — — — ( 14,119 ) ( 14,119 ) Other 1 — 40 — — — — — — — — Net income (loss) — — — — — — — — 2,020 11,931 13,951 Balances as of December 31, 2022 1,651 $ — 10,791 $ 11 7,416 $ 7 $ 33,108 $ ( 13,626 ) $ ( 22,709 ) $ 80,398 $ 77,189 Issuance of common stock, net of issuance costs — — 1,200 1 — — 2,598 — — — 2,599 Repurchases of common stock — — ( 42 ) — — — — — — — — Conversions of preferred stock ( 1,651 ) — 1,651 2 — — — — — — 2 Equity based compensation expense — — 273 — — — 3,726 — — — 3,726 Contributions from noncontrolling interest holders — — — — — — — — — 27,927 27,927 Redemptions of noncontrolling interest holders — — — — — — — — — ( 10,045 ) ( 10,045 ) Distributions to noncontrolling interest holders — — — — — — — — — ( 10,014 ) ( 10,014 ) Consolidation of VIE — — — — — — — — — ( 20,805 ) ( 20,805 ) Deconsolidation of VIEs — — — — — — — — — 10,825 10,825 Retirement of treasury stock — — — — — — — 13,626 ( 1,418 ) — 12,208 Net income (loss) — — — — — — — — ( 12,703 ) ( 14,891 ) ( 27,594 ) Balances as of December 31, 2023 — $ — 13,873 $ 14 7,416 $ 7 $ 39,432 $ — $ ( 36,830 ) $ 63,395 $ 66,018 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2023 2022 Cash Flows From Operating Activities Net (loss) income $ ( 27,594 ) $ 13,951 Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation and amortization 527 44 Non-cash lease expense and gain on lease extinguishment ( 280 ) ( 125 ) Non-cash performance allocations ( 2,382 ) — Equity-based compensation 3,726 547 Gain on the disposition of real estate — ( 122 ) Gain on extinguishment of debt — ( 1,421 ) Loss on investments in unconconsolidated entities 1,339 — Amortization of above-market/below market leases and straight-line rent, net 203 — Amortization of deferred financing costs 34 — Changes in operating assets and liabilities: Due from related parties ( 1,897 ) ( 4,028 ) Prepaid expenses, right-of-use assets and other assets 3,169 ( 6,225 ) Accounts payable and accrued expenses 931 3,145 Due to related parties 86 ( 556 ) Lease liabilities and other liabilities 94 1,286 Adjustments to reconcile net (loss) income to net cash from operating activities of consolidated funds: Depreciation 10,358 9,293 Non-cash lease expense ( 53 ) ( 106 ) Gain on the disposition of real estate ( 4,976 ) ( 20,419 ) Loss (gain) on extinguishment of debt 238 ( 3,131 ) Loss (gain) on derivative instruments 515 ( 1,646 ) Loss on disposal of furniture, fixtures and equipment 687 — Impairment — 144 Amortization of advanced key money ( 75 ) ( 75 ) Amortization of above-market/below market leases and straight-line rent, net ( 409 ) 40 Amortization of deferred financing costs 1,543 643 Changes in operating assets and liabilities of consolidated funds: Accounts receivable, net ( 375 ) ( 1,012 ) Due from related parties 3 190 Prepaid expenses, right-of use assets and other assets ( 8,040 ) ( 9,414 ) Accounts payable and accrued expenses 1,141 969 Due to related parties 1,503 170 Lease liabilities and other liabilities 1,264 10,429 Net cash used in the Company's operating activities ( 18,720 ) ( 7,429 ) Cash Flows From Investing Activities Investments in real estate assets ( 250 ) ( 275 ) Acquisition of real estate assets ( 3,015 ) — Proceeds from the sale of real estate assets 10 239 Investments in unconsolidated entities ( 182 ) ( 774 ) Funding of notes receivable - related party ( 980 ) — Payment received on notes receivable - related party 930 — F-7 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended December 31, 2023 2022 Cash Flows From Investing Activities of consolidated funds Consolidation of VIEs $ 12,927 $ 1,393 Deconsolidation of VIEs ( 12,952 ) ( 17,235 ) Investments in real estate assets ( 13,744 ) ( 13,941 ) Acquisition of real estate assets ( 6,643 ) ( 23,766 ) Proceeds from the sale of real estate assets 26,075 30,734 Funding of notes receivable - related party ( 15,963 ) ( 13,052 ) Payment received on notes receivable - related party 8,423 4,925 Net cash used in the Company's investing activities ( 5,364 ) ( 31,752 ) Cash Flows From Financing Activities Payment of deferred financing costs ( 253 ) — Proceeds from notes payable 26,605 10,390 Repayments of notes payable ( 3,697 ) ( 1,148 ) Proceeds from notes payable - related parties 4,000 — Repayments of notes payable - related parties ( 4,365 ) ( 490 ) Proceeds from the issuance of common stock, net of issuance costs 2,599 13 Payments of treasury stock - buyback obligation ( 183 ) ( 313 ) Cash Flows From Financing Activities of consolidated funds Payment of deferred financing costs ( 2,782 ) ( 510 ) Proceeds from notes payable 69,654 35,563 Repayments of notes payable ( 79,031 ) ( 28,285 ) Proceeds from notes payable - related parties 10,008 15,901 Repayments of notes payable - related parties ( 2,802 ) ( 12,478 ) Contributions from noncontrolling interest holders 26,096 26,389 Redemptions of noncontrolling interests ( 10,045 ) ( 2,085 ) Distributions to noncontrolling interest holders ( 10,014 ) ( 4,364 ) Net cash provided by the Company's financing activities 25,790 38,583 Net Change in Cash and Restricted Cash 1,706 ( 598 ) Cash and Restricted Cash at Beginning of Period 15,934 16,532 Cash and Restricted Cash at End of Period $ 17,640 $ 15,934 Reconciliation of Cash and Restricted Cash Cash at beginning of period $ 7,657 $ 8,378 Restricted cash at beginning of period 8,277 8,154 Cash and restricted cash at beginning of period 15,934 16,532 Cash at end of period $ 3,805 $ 7,657 Restricted cash at end of period 13,835 8,277 Cash and restricted cash at end of period 17,640 15,934 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Organization and Liquidity Organization CaliberCos Inc., a Delaware corporation, and its wholly-owned subsidiaries (the “Company”) is an alternative asset manager of private syndication and direct investment real estate funds and provider of a full suite of traditional real estate services. The Company was formed in November 2014, and originally began as Caliber Companies, LLC, an Arizona limited liability company, which commenced operations in January 2009. The Company provides various support services to the investments we manage including asset management services, fund set-up services, lending support, construction and development management, and real estate brokerage. As of December 31, 2023, we had operations in Alaska, Arizona, Colorado, and Texas. In general, our private equity real estate funds are organized as operating partnerships, in which multiple unrelated passive investors own partnership interests. In addition, we are designated as the manager and/or general partner of the partnership. Depending on the legal structure and arrangements between us and the funds, we may or may not consolidate the partnerships for financial reporting purposes. For funds in which we are determined to be the controlling party or primary beneficiary for financial reporting purposes, the fund is consolidated, and the passive investors’ ownership is presented as noncontrolling interest in the accompanying consolidated financial statements (“Consolidated Funds”, and collectively with the Company, the “Consolidated Company”, “Caliber”, “we”, “our”, and “us”). For funds in which we are not determined to be the controlling party for financial reporting purposes, the fund is not consolidated, and any fees earned from the fund are included in fund management revenue in the accompanying consolidated financial statements. See Note 2 – Summary of Significant Accounting Policies for more detail. Liquidity and Going Concern The accompanying consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company had individual corporate notes aggregating $ 36.4 million at December 31, 2023 for which the maturity dates of the majority of these notes are within the 12-month period subsequent to when the financial statements for the year ended December 31, 2023 were issued. Additionally, the Company has incurred operating losses and negative operating cash flows for the year ended December 31, 2023, and anticipates additional future operating losses and negative operating cash flows. The Company does not have sufficient cash on hand to satisfy such obligations. As such, these conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In response to these conditions, management plans to i) negotiate extensions of such loans or refinance such debt, ii) obtain new financing, iii) reduce operating costs, iv) collect receivables and return investments from the Consolidated Funds, and/or v) increase capital raise through continued expansion of fundraising channels. The Company has commenced discussions with the various lenders in pursuit of extending or refinancing its loans. As of the date of these financial statements, management was able to extend $ 12.3 million of corporate notes for an additional 13 months (see Note 6 – Notes Payable). Management’s plans include timely collection on the Company’s outstanding accounts and notes receivable from affiliated entities for which management has influence and control and implementing strategies to reduce costs. As a result, the Company has concluded that management’s plans are probable of being achieved to alleviate substantial doubt about the Company’s ability to continue as a going concern. Note 2 – Summary of Significant Accounting Policies Accounting Policies of the Company Basis of Presentation and Consolidation The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The accompanying consolidated financial statements include our accounts, our consolidated subsidiaries, and legal entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. The equity and net income or loss attributable to noncontrolling interests in subsidiaries is shown separately in the accompanying consolidated balance sheets, statements of operations, and statements of changes in stockholders’ equity. All intercompany balances and transactions have been eliminated in consolidation. F-9 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Variable Interest Entities We determine if an entity is a variable interest entity (“VIE”) based on several factors, including whether the equity holders, as a group, lack the characteristics of a controlling financial interest. We analyze any investments in VIEs to determine if we are the primary beneficiary. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in a VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative analysis focused on identifying which reporting entity has both (i) the power to direct the activities of the entity that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment. We consolidate any VIEs for which we are the primary beneficiary and we disclose our maximum exposure to loss related to the consolidated VIEs. See Note 3 – VIEs for more detail. Voting Interest Entities Entities that do not qualify as VIEs are generally assessed for consolidation as voting interest entities (“VOEs”). For VOEs, we consolidate an entity if we have a controlling financial interest. We have a controlling financial interest in a VOE if (i) for legal entities other than partnerships, we own a majority voting interest in the entity or, for limited partnerships and similar entities, we own a majority of the entity’s kick-out rights through voting limited partnership interests and (ii) non-controlling shareholders or partners do not hold substantive participating rights, and no other conditions exist that would indicate that we do not control the entity. Reclassification The asset management fees and transaction and advisory fees, previously presented in their own line items for prior periods presented, have been combined into one line item, asset management revenues in the accompanying consolidated statements of operations, to be consistent with the current year presentation. The reclassification does not affect prior period’s total revenues or net income (loss). Use of Accounting Estimates The preparation of our consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates are made and evaluated on an ongoing basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Cash Cash includes cash in bank accounts. The Company deposits cash with several high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash balances may exceed FDIC limits. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. Restricted Cash Restricted cash consists of held in escrow accounts by contractual agreement with lenders as part of financial loan covenant requirements. F-10 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Investments in Unconsolidated Entities If an entity is not a VIE, our determination of the appropriate accounting method with respect to our investments in limited liability companies and other investments is based on voting control. For our managing member interests in limited liability companies, we are presumed to control (and therefore consolidate) the entity, unless the other limited partners have substantive rights that overcome this presumption of control. These substantive rights allow the limited partners to remove the general partner with or without cause or to participate in significant decisions made in the ordinary course of the entity’s business. We account for our non-controlling investments in these entities under the equity method. Our investments in unconsolidated subsidiaries in which we have the ability to exercise significant influence over operating and financial policies, but do not control, or entities which are VIE in which we are not the primary beneficiary are accounted for under the equity method. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the equity method investment’s earnings and distributions. Our share of the earnings or loss from equity method investments is included in other income (expenses), net on the accompanying consolidated statements of operations. Our determination of the appropriate accounting treatment for an investment in a subsidiary requires judgment of several factors including the size and nature of our ownership interest and the other owners’ substantive rights to make decisions for the entity. If we were to make different judgments or conclusions as to the level of our control or influence, it could result in a different accounting treatment. Consolidating an investment generally would have no impact on our net income or stockholders’ deficit attributable to CaliberCos Inc. in any accounting period, but a different treatment would impact individual income statement and balance sheet line items, as consolidation would effectively “gross up” our statement of operations and balance sheet. As of December 31, 2023 and December 31, 2022, the carrying amount of our investments in unconsolidated entities was $ 3.3 million and $ 3.2 million, respectively. In certain situations, the Company has invested only a nominal amount of cash, or no cash at all, into a venture. As the manager of the venture, we are entitled to 15.0 % – 35.0 % of the residual cash flow produced by the venture after the payment of any priority returns. Under the equity method, impairment losses are recognized upon evidence of other-than-temporary losses of value. For the years ended December 31, 2023 and 2022, the Company had no impairment losses related to its investments in unconsolidated entities. Depreciation and Amortization Expense During the year ended December 31, 2023, the Company acquired its headquarters office building, recording the real estate assets at cost. Building and building improvements are depreciated over the estimated useful life of the respective asset, generally 15 to 40 years. Depreciation expense also includes costs associated with the purchase of furniture and equipment, which are recorded at cost and depreciated using the straight-line method over the estimated useful life of the asset, generally three to seven years beginning in the first full month the asset is placed in service. Intangible lease assets are amortized using the straight-line method over the lease term. For the year ended December 31, 2023, depreciation expense for the Company was $ 0.5 million. Depreciation expense for the Company was an immaterial amount for the year ended December 31, 2022. Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined not to be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we test its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, we recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset. For the years ended December 31, 2023 and 2022, the Company had no impairment losses related to its real estate and other long-lived assets. F-11 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Concentration of Credit Risk Substantially all of the Company’s revenues are generated from the management, ownership and/or operations of real estate assets located in Alaska, Arizona, Colorado, and Texas . The Company mitigates the associated risk by: • diversifying our investments in real estate assets across multiple asset types, including hospitality, commercial, single-family, multi-family, and self-storage properties; • diversifying our investments in real estate assets across multiple geographic locations including different markets and sub-markets in which our real estate assets are located; • diversifying our investments in real estate assets across assets at differing points of stabilization, and in varying states of cash flow optimization; and • maintaining financing relationships with a diversified mix of lenders (differing size and type), including large national banks, local community banks, private equity lenders, and insurance companies. Noncontrolling Interests in Consolidated Real Estate Partnerships We report the unaffiliated partners’ interests in the net assets of our consolidated real estate partnerships as noncontrolling interests within the accompanying consolidated statements of changes in stockholders’ equity. Noncontrolling interests consist of equity interests held by limited partners in consolidated real estate partnerships. We attribute to noncontrolling interests their share of income or loss of the consolidated partnerships based on their proportionate interest in the results of operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity and partners’ capital accounts. The terms of the partnership agreements generally require the partnerships to be liquidated following the sale of the underlying real estate assets. As the general partner in these partnerships, we ordinarily control the execution of real estate sales and other events that could lead to the liquidation, redemption or other settlement of noncontrolling interests. The terms of certain partnership agreements outline differing classes of equity ownership, some of which are redeemable by the partnership at the partnership manager’s discretion. Revenue Recognition In accordance with the Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), management applies the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Revenues from contracts with customers includes fixed fee arrangements with related party affiliates to provide certain associated activities which are ancillary to and generally add value to the assets we manage, such as set-up and fund formation services associated with marketing, soliciting, and selling member interests in the affiliated limited partnerships, brokerage services, construction and development management services, loan placement and guarantees. The recognition and measurement of revenue is based on the assessment of individual contract terms. For performance obligations satisfied at a point in time, there are no significant judgments made in evaluating when the customer obtains control of the promised service. For performance obligations satisfied over time, significant judgment is required to determine how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on appropriate measurement of the Company’s progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of its anticipated performance and all information that is reasonably available to the Company. Revenues are recognized when control of the promised services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. F-12 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following describes revenue recognition for the fees the Company earns from providing services under its asset management platform: Fund set-up fees are a one-time fee for the initial formation, administration, and set-up of the private equity real estate fund. These fees are recognized at the point in time when the performance under the contract is complete and are included in asset management revenues in the accompanying consolidated statements of operations. Fund set-up fees replaced fund formation fees that are earned at a point in time at a fixed rate based on the amount of capital raised into certain managed funds. Fund management fees are generally based on 1.0 % to 1.5 % of the unreturned capital contributions in a particular fund and include reimbursement for costs incurred on behalf of the fund, including an allocation of certain overhead costs. These customer contracts require the Company to provide management services, representing a performance obligation that the Company satisfies over time. With respect to the Caliber Hospitality Trust (as defined in Note 3 – VIEs), the Company earns a fund management fee of 0.70 % of the Caliber Hospitality Trust’s enterprise value and is reimbursed for certain costs incurred on behalf of the Caliber Hospitality Trust. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Financing fees are earned for services the Company performs in securing third-party financing on behalf of our private equity real estate funds. These fees are recognized at the point in time when the performance under the contract is complete, which is essentially upon closing of a loan. In addition, the Company earns fees for guarantying certain loans, representing a performance obligation that the Company satisfies over time. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Development and construction revenues from contracts with customers include fixed fee arrangements with related party affiliates to provide real estate development services as their principal developer, which include managing and supervising third-party developers and general contractors with respect to the development of the properties owned by the funds. Revenues are generally based on 4.0 % of the total expected costs of the development or 4.0 % of the total expected costs of the construction project. Prior to the commencement of construction, development fee revenue is recognized at a point in time as the related performance obligations are satisfied and the customer obtains control of the promised service, including negotiation, due diligence, entitlements, planning, and design activities. During the construction period, development fee revenue is recognized over time as the performance obligations are satisfied. These revenues are included in asset management revenues in the accompanying consolidated statements of operations. Brokerage fees are earned at a point in time at fixed rates for services performed related to acquisitions, dispositions, leasing, and financing transaction, and are included in asset management revenues in the accompanying consolidated statements of operations. Performance allocations are an arrangement in which we are entitled to an allocation of investment returns, generated within the investment funds which we manage, based on a contractual formula. We typically receive 15.0 % to 35.0 % of all cash distributions from (i) the operating cash flow of each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of preferred capital contributions; and (ii) the cash flow resulting from the sale or refinance of any real estate assets held by each fund, after payment to the related fund investors of any accumulated and unpaid priority preferred returns and repayment of initial preferred capital contributions. Our funds’ preferred returns range from 6.0 % to 12.0 %, typically 6.0 % for common equity or 10.0 % to 12.0 % for preferred equity, which does not participate in profits. Performance allocations are related to services which have been provided and are recognized when it is determined that they are no longer probable of significant reversal, which is generally satisfied when an underlying fund investment is realized or sold. These revenues are included in performance allocations in the accompanying consolidated statements of operations. Leases Lessor At the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third-party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The Company did not have any sales-type or direct financing leases as of December 31, 2023. For operating leases with minimum scheduled rent increases, the consolidated F-13 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. Lessee To account for leases for which the Company is the lessee, contracts must be analyzed upon inception to determine if the arrangement is, or contains, a lease. A lease conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification tests and measurement procedures are performed at the lease commencement date. The lease liability is initially measured as the present value of the lease payments over the lease term, discounted using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the lessee’s incremental borrowing rate is used. The incremental borrowing rate is determined based on the estimated rate of interest that the lessee would pay to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. The lease term is the noncancelable period of the lease and includes any renewal and termination options the Company is reasonably certain to exercise. The lease liability balance is amortized using the effective interest method. The lease liability is remeasured when the contract is modified, upon the resolution of a contingency such that variable payments become fixed or if the assessment of exercising an extension, termination or purchase option changes. The right-of-use (“ROU”) asset balance is initially measured as the lease liability amount, adjusted for any lease payments made prior to the commencement date, initial direct costs, estimated costs to dismantle, remove, or restore the underlying asset and incentives received. The Company’s impairment assessment for ROU assets is consistent with the impairment analysis for the Company's other long-lived assets and is reviewed quarterly. Accounts Receivable Accounts receivable primarily consists of reimbursable expenses from third-party development projects. The Company continually reviews receivables and determines collectability by taking into consideration the history of past write-offs, collections, current credit conditions, payment history, and the financial condition of the related third-party service providers. In the event that the collectability of a receivable is uncertain, the Company will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in operating costs on the accompanying consolidated statements of operations. The Company did not record an allowance for doubtful accounts as of December 31, 2023 and 2022. Earnings Per Share Basic earnings per share attributable to common stockholders is computed by dividing net income (loss) attributable to the Company by the weighted average number of shares outstanding during each period. The computation of diluted income (loss) per share attributable to common stockholders further assumes the potential dilutive effect of potential common shares, which includes common shares, consisting of (a) stock options and warrants using the treasury stock method, and (b) convertible debt and preferred stock using the if-converted method. To the extent the inclusion of potential common shares is anti-dilutive, the potential common shares are excluded from the computation of diluted income (loss) per share attributable to common stockholders. See Note 13 – Net Income (Loss) Per Share for the calculation of earnings per share. F-14 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Related Parties In the normal course of business, the Company enters into transactions with related parties. Related parties include affiliates of the entity, entities under common control of the Company, significant stockholders and executive management, and other parties that can significantly influence the management and operating policies of the Company. Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes . Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured by applying enacted tax rates and laws and are released in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are provided against deferred tax assets when it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is required to reduce the balance of a deferred tax asset if it is determined that it is more-likely-than-not that all or some portion of the deferred tax asset will not be realized due to the lack of sufficient taxable income or other limitation on the Company’s ability to utilize the loss carryforward. We recognize the impact of an income tax position, if that position is more-likely-than-not of being sustained on audit, based on the technical merits of the position. Any related interest and penalties would be classified as income taxes in the accompanying consolidated statements of operations. See Note 10 – Income Taxes for more detail. Share-Based Compensation In July 2017, the Company’s Board of Directors approved the 2017 Incentive Stock Plan (the “2017 Plan”), which was amended and restated in December 2021 to authorize the issuance of up to 10.0 million shares of common stock. The Company estimates the fair value of stock options using the Black-Scholes valuation model, which requires certain assumptions that can materially impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, and the expected term of stock option awards. Management elected to recognize forfeitures as they occur pursuant to ASU 2016-09, Compensation — Stock Compensation . As a result, no forfeiture rate was assumed. The fair value of restricted stock units is based on the fair value of the Company’s common stock at the date of grant. Segments Historically, the Company’s operations were organized into three reportable segments, fund management, development, and brokerage. During the three months ended December 31, 2023, the Company reevaluated its reportable segments, considering (i) the evolution of the Company after closing its initial public offering and how the Company’s chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, assesses performance and allocates resources, (ii) changes to the budgeting process and in key personnel driven by the Company’s growth initiatives, and (iii) how management reports ongoing company performance to the Board of Directors. With the evolution and growth of the Company, the Company’s CODM assesses performance and resource allocation on an aggregate basis under the Company’s asset management platform, and no longer reviews operating results for development or brokerage activity separately. As such, management concluded that the Company operates through one operating segment. The Company’s CODM assesses revenue, operating expenses and key operating statistics to evaluate performance and allocate resources on a basis that eliminates the impact of the consolidated investment funds (intercompany eliminations required by U.S. GAAP) and noncontrolling interests. Management concluded that the consolidated investment funds do not meet the requirements in ASC 280, Segment Reporting, of operating segments, as The Company’s CODM does not review the operating results of these investment funds for the purposes of allocating resources, assessing performance or determining whether additional investments or advances will be made to these funds. The investment funds are consolidated based on the requirement in ASC 810, Consolidation, as the Company was determined to be the primary beneficiary of each of these variable interest entities since it has the power to direct the activities of the entities and the right to absorb losses, generally in the form of guarantees of indebtedness that are significant to the individual investment funds. F-15 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounting Policies of Consolidated Funds Accounting for Real Estate Investments Upon the acquisition of real estate properties, a determination is made as to whether the acquisition meets the criteria to be accounted for as an asset acquisition or a business combination. The determination is primarily based on whether the assets acquired, and liabilities assumed meet the definition of a business. The determination of whether the assets acquired, and liabilities assumed meet the definition of a business includes a single or similar asset threshold. In applying the single or similar asset threshold, if substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the assets acquired, and liabilities assumed are not considered a business. Most of our consolidated fund acquisitions meet the single or similar asset threshold, due to the fact that substantially all the fair value of the gross assets acquired is attributable to the real estate assets acquired. Acquired real estate properties accounted for as asset acquisitions are recorded at cost, including acquisition and closing costs. Our consolidated funds allocate the cost of real estate properties to the tangible and intangible assets and liabilities acquired based on their estimated relative fair values. Our consolidated funds determine the fair value of tangible assets, such as land, building, furniture, fixtures and equipment, using a combination of internal valuation techniques that consider comparable market transactions, replacement costs and other available information and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. Our consolidated funds determine the fair value of identified intangible assets or liabilities, which typically relate to in-place leases, using a combination of internal valuation techniques that consider the terms of the in-place leases, current market data for comparable leases, and fair value estimates provided by third-party valuation specialists, depending upon the circumstances of the acquisition. If a transaction is determined to be a business combination, the assets acquired, liabilities assumed, and any identified intangibles are recorded at their estimated fair values on the transaction date, and transaction costs are expensed in the period incurred. Cost Capitalization and Depreciation Our consolidated funds capitalize costs, including certain indirect costs, incurred in connection with their development and construction activities. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with capital addition activities at the asset level. Interest, property taxes and insurance are also capitalized during periods in which redevelopment, development and construction projects are in progress. Capitalization of costs, including certain indirect costs, incurred in connection with our capital addition activities, commence at the point in time when activities necessary to get the assets ready for their intended use are in progress. This includes when assets are undergoing physical construction, as well as when apartment homes are held vacant in advance of planned construction, provided that other activities such as permitting, planning and design are in progress. Our consolidated funds cease the capitalization of costs when the assets are substantially complete and ready for their intended use, which is typically when construction has been completed and apartment homes or other properties are available for occupancy. Cost of ordinary repairs, maintenance and resident turnover are charged to operating expense, as incurred. Depreciation for all tangible real estate assets is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of our real estate assets are as follows: Building and building improvements 15 – 40 years Furniture, fixtures, and equipment 3 – 7 years For the years ended December 31, 2023 and 2022, depreciation expense was $ 10.4 million and $ 9.3 million, respectively. F-16 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Impairment of Long-Lived Assets Real estate and other long-lived assets to be held and used are stated at cost, less accumulated depreciation and amortization, unless the carrying amount of the asset is determined to not be recoverable. If events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable, we make an assessment of its recoverability by comparing the carrying amount to our estimate of the undiscounted net future cash flows resulting from the use of the asset, excluding interest charges. If the carrying amount exceeds the aggregate undiscounted future cash flows, our consolidated funds recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the asset. For the years ended December 31, 2023 and 2022, our consolidated funds did not record an impairment loss related to its real estate and other long-lived assets. Cash Cash includes cash in bank accounts. The consolidated funds deposit cash with several high-quality financial institutions. These deposits are guaranteed by the FDIC up to an insurance limit of $250,000. At times, cash balances may exceed FDIC limits. Although the consolidated funds bear risk on amounts in excess of those insured by the FDIC, they have not experienced and do not anticipate any losses due to the high quality of the institutions where the deposits are held. Restricted Cash Restricted cash consists of tenant security deposits and cash reserves required by certain loan agreements for capital improvements and repairs. As improvements and repairs are completed, related costs incurred by the consolidated funds are funded from the reserve accounts. Restricted cash also includes cash held in escrow accounts by mortgage companies on behalf of the consolidated funds for payment of property taxes, insurance, and interest. Advance Key Money Our consolidated funds have entered into certain arrangements in which hotel franchisors or their affiliates have provided the consolidated funds with financing as part of a franchise arrangement. The consolidated funds have been advanced funds upon entering into a franchise agreement and are not required to repay the funds as long as the franchise agreement is not terminated prior to its scheduled maturity. The potential amount of funds that would be required to be repaid decreases with the passage of time. The consolidated funds record a liability equal to the initial amount of funds received, which is amortized over the term of the franchise agreement and recorded as a reduction of franchise fee expense, which is included in consolidated funds - hospitality expenses in the accompanying consolidated statements of operations. Deferred Financing Costs Deferred financing costs represent costs incurred in connection with obtaining long-term debt and are capitalized and amortized over the term of the related debt obligation using the straight-line method. Capitalized deferred financing costs, net of accumulated amortization, are offset against and included in notes payable, net in the accompanying consolidated balance sheets. Consolidated Fund Revenues In accordance with ASC 606, our consolidated funds apply the five-step framework in determining the timing and amount of revenue to recognize. This framework requires an entity to: (i) identify the contract(s) with customers, (ii) identify the performance obligations within the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations within the contract, and (v) recognize revenue when or as the entity satisfies a performance obligation. Our consolidated funds’ revenues primarily consist of hospitality revenues, rental income and interest income. Consolidated funds – hospitality revenue Hospitality revenues are comprised of charges for room rentals, food and beverage sales, and other hotel operating activities. Revenues are recognized as earned, which is defined as the date upon which a guest occupies a room or utilizes the hotel’s services. Revenues are recorded net of sales tax. F-17 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our consolidated funds have performance obligations to provide accommodations and other ancillary services to hotel guests. As compensation for such goods and services, the consolidated funds are typically entitled to a fixed nightly fee for an agreed upon period and additional fixed fees for any ancillary services purchased. These fees are generally payable at the time the hotel guest checks out of the hotel. The consolidated funds generally satisfy the performance obligations over time and recognize the revenue from room sales and from other ancillary guest services on a daily basis, as the rooms are occupied, and the services have been rendered. For food and beverage, revenue is recognized upon transfer of promised products or services to customers in an amount that reflects the consideration the consolidated funds received in exchange for those services, which is generally when payment is tendered at the time of sale. The consolidated funds receive deposits for events and rooms. Such deposits are deferred and included in other liabilities on the accompanying consolidated balance sheets. The deposits are credited to consolidated funds – hospitality revenue when the specific event takes place. Consolidated funds – other revenue Consolidated funds – other revenue includes rental revenue of $ 4.0 million and $ 3.6 million for the years ended December 31, 2023 and 2022, respectively. Rental revenue includes the revenues generated primarily by the rental operations of the residential (multi-family and single-family) and commercial properties of our consolidated funds. Upon adoption of ASC 842, Leases (“ASC 842”), effective January 1, 2022, at the inception of a new lease arrangement, including new leases that arise from amendments, the Company assesses the terms and conditions to determine the proper lease classification. When the terms of a lease effectively transfer control of the underlying asset, the lease is classified as a sales-type lease. When a lease does not effectively transfer control of the underlying asset to the lessee, but the Company obtains a guarantee for the value of the asset from a third-party, the Company classifies the lease as a direct financing lease. All other leases are classified as operating leases. The consolidated funds did not have any sales-type or direct financing leases as of December 31, 2023. For operating leases with minimum scheduled rent increases, the consolidated funds recognize rental revenue on a straight-line basis, including the effect of any free rent periods, over the lease term when collectability of lease payments is probable. Variable lease payments are recognized as rental revenue in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company identified two separate lease components as follows: i) land lease component, and ii) single property lease component comprised of building, land improvements and tenant improvements. The Company’s leases also contain provisions for tenants to reimburse the consolidated funds for maintenance and other property operating expenses, which are considered to be non-lease components. The Company elected the practical expedient to combine lease and non-lease components and the non-lease components will be included with the single property lease component as the predominant component. In addition, consolidated funds - other revenue includes interest income of $ 3.7 million and $2.9 million for the years ended December 31, 2023 and 2022, respectively, which is generated by a consolidated fund’s lending activity. Interest income is recognized on the accrual basis of accounting in accordance with the lending agreements over the term of the respective loan agreement. Consolidated Fund Expenses Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise related to, our consolidated funds, including, without limitation, operating costs, depreciation and amortization, interest expense on debt held by our consolidated funds, gain on extinguishment of debt, gain on derivative instruments, insurance expenses, professional fees and other costs associated with administering and supporting those funds. F-18 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounts Receivable Accounts receivable primarily consists of amounts due from guests or groups for hotel rooms and services provided by the hotel properties. Accounts receivable also include due, but unpaid, rental payments. Our consolidated funds continually review receivables and determine collectability by taking into consideration the history of past write-offs, collections, current credit conditions, tenant payment history, the financial condition of the tenants, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable is uncertain, our consolidated funds will record an increase in the allowance for doubtful accounts. Amounts that are determined to be uncollectible with a high degree of certainty are written-off through bad debt expense, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying consolidated statements of operations. Our consolidated funds had no allowance for doubtful accounts as of December 31, 2023 and 2022. Derivative Instruments The consolidated funds record all derivative instruments on the consolidated balance sheets at fair value. The accounting for changes in the fair value of the derivative and the effect on the financial statements depends on its hedge designation and whether the hedge is highly effective in achieving offsetting changes in the fair value of cash flows of the asset or liability hedged. If the consolidated fund elects not to apply hedge accounting treatment, any changes in the fair value of the derivative instruments is recognized immediately in consolidated funds - hospitality expenses in the consolidated statements of operations. If the derivative is designated and qualifies for hedge accounting treatment, the change in fair value of the derivative is recorded in other comprehensive income (loss). Fair Value of Financial Instruments The fair value of financial instruments is disclosed in accordance with ASC 825, Financial Instruments . The fair value of our financial instruments is estimated using available market information and established valuation methodologies. The estimates of fair value are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Fair Value Measurements Fair value measurements and disclosures consist of a three level valuation hierarchy. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the ability to observe the inputs employed in the measurement using market participant assumptions at the measurement date. An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: • Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. • Level 2 – Inputs include quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability. • Level 3 – Unobservable inputs for the asset or liability. These unobservable inputs reflect assumptions about what market participants would use to price the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting company’s own data) F-19 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Pronouncements The Company adopted ASU 2016-13, Financial Instruments – Credit Losses and subsequent amendments (collectively, “Topic 326”), effective January 1, 2023. Topic 326 was intended to improve financial reporting by requiring more timely recognition of credit losses on loans and other financial instruments that are not accounted for at fair value through net income and required that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that was deducted from the amortized cost basis. The amendments in Topic 326 required the Company to measure all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets and eliminated the “incurred loss” methodology under current U.S. GAAP. Loans and receivables between entities under common control are not within the scope of this guidance. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) , which simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock, removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and also simplifies the diluted earnings per share calculation in certain areas. The amendments in ASU 2020-06 are effective for the Company for reporting periods beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted beginning after December 15, 2020. We are currently evaluating the impact of ASU 2020-06, but do not believe the adoption of this standard will have a material impact on our consolidated financial statements. In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which serves to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on both an annual and interim basis. The guidance does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-07 on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740, Income Taxes) . ASU 2023-09, which serves to enhance income tax disclosures by requiring a tabular rate reconciliation and additional information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU 2023-09 on our consolidated financial statements. Note 3 – VIEs During the year ended December 31, 2023, the Company deconsolidated five hospitality funds which were contributed to the Caliber Hospitality, LP, whose sole general partner is Caliber Hospitality Trust, Inc. (the “Caliber Hospitality Trust”). In addition, the Company deconsolidated two VIEs, one that sold its investment in a commercial property and the Company was no longer determined to be the primary beneficiary upon repayment of the loan secured by the property, and one that was developing a multi-family property and the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreement. During the year ended December 31, 2022, the Company deconsolidated two VIEs, one that sold its investment in a multi-family residential property, repaid the loan secured by the property and therefore the Company was no longer determined to be the primary beneficiary and one that was developing a multi-family property and the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreement. We aggregate and report the results of operations of these VIEs in consolidated fund revenues and consolidated fund expenses within the accompanying consolidated statements of operations through the date of deconsolidation. F-20 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company consolidated Caliber Hospitality, LP and the Caliber Hospitality Trust, which include activity from five previously consolidated hospitality funds and one previously unconsolidated fund during the year ended December 31, 2023 because the Company was determined to be the primary beneficiary as it has the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which is significant to Caliber Hospitality Trust and Caliber Hospitality, LP. In addition, the Company consolidated West Frontier Holdco, LLC (“West Frontier”) as the Company was determined to be the primary beneficiary as we have the power to direct the activities of West Frontier and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund. The consolidation of the Caliber Hospitality Trust and West Frontier consisted of the following, excluding intercompany eliminations at the time of consolidation (in thousands): Assets Real estate investments, net $ 87,897 Cash 3,667 Restricted cash 9,260 Accounts receivable, net 4,348 Notes receivable - related parties 10,411 Due from related parties 40 Investments in unconsolidated entities 84,076 Operating lease - right of use assets 8,775 Prepaid and other assets 5,953 Total assets $ 214,427 Liabilities Notes payable, net $ 80,278 Notes payable - related parties 34,786 Accounts payable and accrued expenses 7,858 Due to related parties 10,302 Operating lease liabilities 12,441 Other liabilities 2,158 Total liabilities 147,823 Stockholders’ equity 66,604 Total liabilities and stockholders’ equity $ 214,427 F-21 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2022, the Company consolidated Northsight Crossing AZ, LLC (“Northsight”) and Southpointe Fundco, LLC (“Southpointe”) because the Company was determined to be the primary beneficiary as we have the power to direct the activities of Northsight and Southpointe and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund. The consolidation of Northsight and Southpointe consisted of the following (in thousands) at the time of consolidation: Assets Real estate investments, net $ 23,611 Cash 233 Restricted cash 1,325 Prepaid and other assets 748 Total assets $ 25,917 Liabilities Notes payable, net $ 15,824 Notes payable - related parties 5,301 Accounts payable and accrued expenses 109 Due to related parties 7 Other liabilities 688 Total liabilities 21,929 Stockholders’ equity 3,988 Total liabilities and stockholders’ equity $ 25,917 Management has determined that the equity holders in our consolidated entities, as a group, lack the power to direct the activities that most significantly impact the entity’s economic performance and/or have disproportionate voting rights relative to their equity. The Company was determined to be the primary beneficiary of each of these entities since it has the power to direct the activities of the entities and the right to absorb losses, generally in the form of guarantees of indebtedness that are significant to the individual entities. Generally, the assets of the individual consolidated VIEs can be used only to settle liabilities of each respective individual consolidated VIEs and the liabilities of the individual consolidated VIEs are liabilities for which creditors or beneficial interest holders do not have recourse to the general credit of the Company. When the VIE is consolidated, we reflect the assets, liabilities, revenues, expenses and cash flows of the consolidated funds on a gross basis, and the interests in the VIEs are included in non-controlling interest in the consolidated financial statements. The Company has provided financial support to certain consolidated VIEs in the form of short-term financing and guarantees of the debts of certain VIEs. In general, our maximum exposure to loss due to involvement with the consolidated VIEs is limited to the amount of capital investment in the VIE, if any, or the potential obligation to perform on the guarantee of debts. F-22 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 – Real Estate Investments Real Estate Investments of the Company Asset Acquisitions During the year ended December 31, 2023, the Company acquired its headquarters office building for an aggregate purchase price of $ 19.5 million with the acquisition being accounted for as an asset acquisition under U.S. GAAP. There were no asset acquisitions by the Company during the year ended December 31, 2022. The allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the year ended December 31, 2023 (in thousands): Year Ended December 31, 2023 Real estate investments, at cost Land and land improvements $ 9,131 Building and building improvements 9,332 Furniture, fixtures and equipment 959 Intangible lease assets 398 Intangible lease liabilities ( 348 ) Total purchase price of assets acquired $ 19,472 Real Estate Investments of the Consolidated Funds Asset Acquisitions by Consolidated Funds During the year ended December 31, 2023, the consolidated funds acquired one multi-family residential property for an aggregate purchase price of $ 6.6 million with the acquisition being accounted for as an asset acquisition under U.S. GAAP. During the year ended December 31, 2022, the consolidated funds acquired one commercial building and one property with vacant land for an aggregate purchase price of $ 23.8 million with the acquisition being accounted for as an asset acquisition under U.S. GAAP. The allocation of the purchase price among the assets acquired at their relative fair value as of the acquisition date, consisted of the following for the years ended December 31, 2023 and 2022 (in thousands): Years Ended December 31, 2023 2022 Real estate investments, at cost Land and land improvements $ 599 $ 13,185 Building and building improvements 3,938 10,458 Furniture, fixtures and equipment 2,106 — Tenant improvements — 123 Total purchase price of assets acquired $ 6,643 $ 23,766 Dispositions by Consolidated Funds During the year ended December 31, 2023, the consolidated funds sold its investment in one commercial property located in Scottsdale, Arizona, with a cost basis of $ 21.7 million, resulting in a gain of $ 5.0 million, which is included in consolidated funds - gain on sale of real estate assets on the accompanying consolidated statements of operations. During the year ended December 31, 2022, the consolidated funds sold its investment in one multi-family apartment building located in Phoenix, Arizona, with a cost basis of $ 9.1 million, resulting in a gain of $ 21.5 million, which is included in consolidated funds - gain on sale of real estate assets on the accompanying consolidated statements of operations. F-23 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5 – Prepaid and Other Assets Prepaid and Other Assets of the Company Prepaid and other assets consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Pursuit costs (1) $ 1,081 $ 4,495 Prepaid expenses 981 704 Accounts receivable, net 205 62 Deposits 63 46 Other assets 451 554 Total prepaid and other assets $ 2,781 $ 5,861 (1) Pursuit costs represent expenses incurred related to new fund formation, primarily for professional, legal, consulting, accounting and tax services. As the funds raise equity investments and operating cash flow, as applicable, these costs are reimbursed by the respective funds to the Company. The Company assesses collectability and expenses any amounts in which collectability is not reasonably assured. Prepaid and Other Assets of the Consolidated Funds Prepaid and other assets of the consolidated funds consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Prepaid expenses $ 1,735 $ 1,511 Derivative assets 1,216 1,646 Pursuit costs (1) 1,102 549 Deposits 669 742 Deferred franchise fees, net 278 372 Intangibles, net 184 361 Inventory 142 138 Other assets (2) 6,351 39 Total prepaid and other assets $ 11,677 $ 5,358 __________________________________ (1) Pursuit costs represent expenses incurred related to new fund formation and potential hospitality asset acquisitions, primarily for professional, legal, consulting, accounting and tax services. As the funds raise equity investments and operating cash flow, as applicable, these costs are reimbursed by the respective funds to the consolidated fund. Management assesses collectability and expenses any amounts in which collectability is not reasonably assured. (2) Other assets as of December 31, 2023, primarily represents incremental costs, including professional, legal, consulting, accounting and tax services, directly attributable to Caliber Hospitality Trust that are deferred and will be charged against the gross proceeds of the offering. F-24 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6 – Notes Payable Notes Payable of the Company Notes payable consisted of the following as of December 31, 2023 and 2022 (in thousands): Notes Payable December 31, 2023 December 31, 2022 Interest Rate (1) Maturity Date (1) Corporate notes $ 36,442 $ 13,279 10.00 % - 12.00 % January 2024 - March 2025 Convertible corporate notes 1,324 1,374 8.25 % April 2024 Real estate and other loans 16,252 — 4.30 % - 9.07 % August 2024 - November 2029 Total notes payable 54,018 14,653 Deferred financing costs, net ( 219 ) — Total notes payable, net $ 53,799 $ 14,653 __________________________________ (1) As of December 31, 2023. Real Estate Loans The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Gateway II HoldCo, LLC On January 31, 2023, Caliber assumed a loan which is secured by the Company’s headquarters office building (see Note 4 – Real Estate Investments). The terms of the note require monthly principal and interest payments, with a balloon payment due at maturity. The loan has a fixed interest rate of 4.30 % in effect through the maturity date in November 2029. The terms of the loan do not allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date. The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met. As of December 31, 2023, the debt service coverage ratio required by the loan agreement was not satisfied, which per the terms of the agreement required the Company to transfer funds to a cash management account. Corporate Notes and Convertible Corporate Notes The Company has entered into multiple general corporate financing arrangements with third parties. The arrangements are generally evidenced in the form of a promissory note and require monthly or quarterly interest-only payments until maturity. Certain corporate notes are secured by the otherwise unencumbered assets of the Company. The loans generally have a 12-month term and may be extended upon the mutual agreement of the lender and the borrower. Management believes it can come to a mutual agreement with each lender to extend the maturities of the notes for an additional 12-month term. As of December 31, 2023, there were 222 individual corporate notes outstanding, with an average outstanding principal balance of $ 0.2 million, interest rates ranging from 8.25 % to 12.00 %, with weighted average interest rate of 11.42 %, and maturity dates ranging from January 2024 to March 2025. During the year ended December 31, 2023, there were no conversions of debt into common stock. In April 2024, the Company entered into a loan extension agreement with certain corporate note holders to extend the respective maturity dates of multiple individual corporate notes, aggregating $ 12.3 million, for an additional 13 months months, resulting in maturity dates of these corporate notes ranging from May 2025 to April 2026. As of December 31, 2022, there were 124 individual corporate notes outstanding, with an average outstanding principal balance of $ 0.1 million, interest rates ranging from 8.25 % to 12.00 %, with a weighted average interest rate of 10.19 %, and maturity dates ranging from April 2023 to June 2024. The Company has issued corporate notes with a conversion feature. The conversion price is $ 7.57 per share of common stock. The holders of the convertible corporate notes can elect to convert all or any portion of the balance at any time. As of December 31, 2023 and 2022, the value of the conversion feature was zero. F-25 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Payroll Protection Program Loans In January 2021, management was granted a Payroll Protection Program loan totaling $ 1.4 million and in August 2022, the loan and related interest was forgiven. Future Minimum Payments The following table summarizes the scheduled principal repayments of our indebtedness as of December 31, 2023 (in thousands): Year Amount 2024 $ 37,984 2025 391 2026 304 2027 317 2028 330 Thereafter 14,692 Total $ 54,018 Deferred Financing Costs Amortization of deferred financing costs for the Company was an immaterial amount and there were no deferred financing cost write-offs during the year ended December 31, 2023. There were no deferred financing costs or related amortization as of or during the year ended December 31, 2022. F-26 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes Payable of the Consolidated Funds Notes payable of the consolidated funds consisted of the following as of December 31, 2023 and 2022, respectively (in thousands): Notes Payable December 31, 2023 December 31, 2022 Interest Rate (1) Maturity date (1) Real Estate Loans Hampton Inn & Suites Hotel $ 5,939 $ 6,136 6.12 % July 2025 Four Points by Sheraton Hotel (2) 11,000 11,000 18.00 % September 2023 Holiday Inn Ocotillo Hotel 9,250 9,250 11.34 % February 2024 Airport Hotel Portfolio 55,631 56,470 13.75 % January 2025 DoubleTree by Hilton Tucson Convention Center 18,418 18,856 4.22 % August 2027 Hilton Tucson East 11,901 (3) — 6.25 % November 2025 DT Mesa Holdco II, LLC 3,000 3,000 7.34 % February 2024 Circle Lofts, LLC — (4) 4,889 N/A N/A Northsight Crossings AZ, LLC — (5) 14,320 N/A N/A Southpointe Fundco, LLC 1,050 1,050 11.99 % March 2024 West Frontier Holdco, LLC 4,636 (6) — 6.35 % February 2038 Total Real Estate Loans 120,825 124,971 Revolving line of credit 4,500 4,500 8.75 % October 2024 Member notes 5,600 5,025 10.00 % June 2025 Economic injury disaster and other loans 475 450 3.75 % - 12.05 % March 2024 - June 2050 Total notes payable 131,400 134,946 Deferred financing costs, net ( 1,716 ) ( 690 ) Total notes payable, net $ 129,684 $ 134,256 __________________________________ (1) As of December 31, 2023. (2) During the year ended December 31, 2023, the hotel ceased operations as the Company is converting the property into a multi-family residential assets. (3) In March 2023, the asset was contributed to Caliber Hospitality, LP and the fund was consolidated because the Company was determined to be the primary beneficiary as we have the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which is significant to Caliber Hospitality, LP and the Caliber Hospitality Trust. (4) During the year ended December 31, 2023, the Company deconsolidated Circle Lofts, LLC, as the Company was no longer determined to be the primary beneficiary of the fund upon refinancing the loan agreement. (5) In October 2023, Northsight Crossings AZ, LLC sold its investment in the commercial property and paid its existing property loan in full. As a result, the Company determined it was no longer the primary beneficiary of the fund and therefore the fund was deconsolidated. (6) In March 2023, the fund was consolidated as the Company was determined to be the primary beneficiary as we have the power to direct the activities of West Frontier and the obligation to absorb their losses through its guarantee of their indebtedness which is significant to the fund. F-27 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Real Estate Loans The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Unless otherwise noted below, the consolidated funds were in compliance with the required financial covenants as of December 31, 2023. Hampton Inn & Suites Hotel In July 2015, the consolidated fund entered into a loan agreement which is secured by a leasehold deed of trust and assignment of leases and rents of a hotel property in Scottsdale, Arizona. The terms of the note require monthly principal and interest payments, with a balloon payment due at maturity. The loan has a fixed interest rate of 6.12 % in effect through the maturity date in July 2025. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date. The loan is guaranteed by an individual who is an affiliate of the Company. The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met. As of December 31, 2023, liquidity required by the loan agreement was not satisfied. However, compliance was reestablished in January 2024 and the lender has not declared an event of default as of April 15, 2024. Four Points by Sheraton Hotel In June 2018, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Phoenix, Arizona. The loan requires monthly interest-only payments until maturity. The loan is guaranteed by the Company and matured in September 2023. Per the terms of this agreement, the interest rate on the loan is equal to US Prime Rate plus 2.25 %, with a floor rate of 9.65 %, until August 31, 2023, at which time, the interest rate increased to 18 % until the loan is paid in full or replaced with construction financing from the lender. The lender has not called the loan as of April 15, 2024 and the consolidated fund is current on monthly interest payments. The Company is negotiating a construction loan and expects to repay the loan upon execution of the construction loan. Holiday Inn Ocotillo Hotel In July 2018, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Chandler, Arizona. The loan requires monthly interest-only payments. The interest rate on the loan is equal to 1-month LIBOR plus 6.00 %, with a floor rate of 11.00 % until maturity in May 2023. In May 2023, the loan agreement was amended and restated with the lender, extending the maturity date to November 2023 and amending the interest rate to SOFR plus 600 basis points, with a floor rate of 11.00 %. In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 1, 2024 The loan is guaranteed by the Company. In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024. Airport Hotel Portfolio In September 2018, the consolidated fund entered into a portfolio loan agreement which was secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio. The loan had a variable interest rate equal to one-month LIBOR plus 3.75 % and the loan required interest-only payments until maturity. The loan was guaranteed by the Company and individuals who are affiliates of the Company. In January 2023, the consolidated fund paid the loan amount outstanding in full. In January 2023, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio. Per the terms of the loan agreement, the loan has a variable interest rate equal to SOFR plus 8.75 % and matures in January 2025. In connection with the loan, the consolidated fund entered into an interest rate cap agreement, which sets the maximum SOFR rate for the loan at 5.00 % through January 2024. The loan requires interest-only payments until maturity. The terms of the loan do not allow the prepayment of the outstanding balance in part prior to the maturity date but can be prepaid in whole subject to certain conditions, terms and fees outlined in the loan agreement. The terms of the loan agreement require an exit fee equal to 1.25 % of the original principal amount of the loan and a minimum return equal to 30.0 % of the original principal amount of the loan less any interest payments made at the time the loan is repaid in full. The exit fee was accrued upon entering into the loan and recorded as a deferred financing cost to be amortized over the life of the loan. The loan is guaranteed by the Company and individuals who are affiliates of the Company. F-28 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DoubleTree by Hilton Tucson Convention Center In August 2019, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the DoubleTree by Hilton Tucson Convention Center located in Tucson, Arizona. The loan has a variable interest rate per annum equal to LIBOR plus 2.50 %. In connection with the loan, the consolidated fund entered into an interest rate swap agreement, which sets the interest at a fixed rate of 4.22 % from September 2022 through August 2027. The loan required interest-only payments until September 2022 and principal and interest payments thereafter until maturity. The terms of the loan allow for the prepayment of the outstanding balance in whole or in part at any time prior to the maturity date. The loan matures in August 2027 and is guaranteed by the Company. Hilton Tucson East In November 2021, the consolidated fund entered into a loan agreement which is secured by the deed of trust and assignment of rents of the Hilton Tucson East hotel located in Tucson, AZ. The loan has a fixed interest rate of 6.25 % and matures in November 2025. The loan required interest-only payments until June 1, 2023 and principal and interest payments thereafter until maturity. The loan amount may be prepaid prior to maturity subject to certain conditions and terms and a prepayment fee as outlined in the agreement. The terms of the loan agreement include covenant clauses, which require certain key financial ratios and liquidity be met. As of December 31, 2023, the debt service coverage ratio required by the loan agreement was not satisfied. However, the lender has not declared an event of default as of April 15, 2024. DT Mesa Holdco II, LLC In November 2019, the consolidated fund entered into a loan agreement which is secured by the deed of trust of three commercial building in Mesa, Arizona. The loan requires interest-only payments until maturity and the terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. In December 2022, the terms of the loan agreement were renegotiated, extending the maturity date of the loan to November 2023 and amending the interest rate to the greater of (i) the federal home loan bank rate plus 2.75 %% or (ii) 6.50 %. In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024. The loan is guaranteed by the Company. In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024 and waiving the minimum liquidity covenant default. Circle Lofts, LLC In July 2020, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a multi-family property located in Scottsdale, Arizona. The loan bore interest at a fixed annual rate of 5.25 % until August 1, 2023. On August 1, 2023, and each six months thereafter until the maturity date in August 2050, the interest rate was adjusted to a rate which is equal to the sum of the six-month LIBOR plus 3.75 %. The loan required interest-only payments until July 2021 and principal and interest payments thereafter until maturity. The loan was guaranteed by individuals who are affiliates of the Company. In October 2023, the consolidated fund paid the loan amount outstanding in full. In October 2023, the consolidated fund entered into a $ 6.3 million loan agreement which is secured by a deed of trust and assignment of leases and rents of a multi-family property located in Scottsdale, Arizona. Per the terms of the loan agreement, the loan has a fixed interest rate of 7.42 % and requires interest-only payments until maturity in November 2028. The terms of the loan allow the prepayment of the outstanding balance prior to the maturity date, subject to certain conditions, terms and fees outlined in the loan agreement. The loan is not guaranteed by the Company or any individuals who are affiliates of the Company, therefore, the Company deconsolidated Circle Lofts, LLC as the Company was no longer determined to be the primary beneficiary upon refinancing the loan agreement. Northsight Crossings AZ, LLC In January 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a commercial property in Scottsdale, Arizona. The loan bore interest at an annual rate of 3.75 % for the first five years , thereafter, the interest rate would adjust annually to a rate which is equal to the sum of the published prime rate as defined by the agreement and a margin of 0.5 % with a floor of 3.75 %. The maturity date of the loan was February 2029. The loan was guaranteed by the Company. In October 2023, the consolidated fund sold its investment in the commercial property and paid its existing property loan in full. F-29 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Southpointe Fundco, LLC In June 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a residential development property in Phoenix, Arizona. The loan has a fixed rate per annum equal to 9.99 %. In May 2023, an extension agreement was executed with the lender, extending the maturity date to December 2023. In November 2023, an extension agreement was executed with the lender, extending the maturity date to March 2024 and amending the interest to a fixed rate of 11.99 %. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by an individual who is an affiliate of the Company. In February 2024, an extension agreement was executed with the lender, extending the maturity date to September 2024. West Frontier Holdco, LLC In March 2023, the consolidated fund entered into a construction loan agreement which is secured by a deed of trust and assignment of rents of a multi-family residential property in Payson, Arizona. Upon completion of the construction project, subject to conditions in the agreement, the loan converts to a term loan. The loan requires interest-only payments until March 2025 and principal and interest payments until March 2028, at a fixed interest rate of 6.35 %. In April 2028, the loan requires principal and interest payments until maturity in February 2038, at a rate of the five year Treasury Constant Federal Reserve Index plus 2.50 %. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by individuals who are affiliates of the Company. Revolving Line of Credit In August 2019, a consolidated fund entered into a revolving line of credit (“LOC”) with a maximum borrowing amount of $ 4.5 million. The LOC is secured by the consolidated fund’s assets and is guaranteed by the Company. The LOC has a variable interest rate equal to the greater of (i) Wall Street Journal Prime Rate plus 0.25 % per annum or (ii) 4.75 %, resulting in a rate of 8.75 % as of December 31, 2023. The Company is required to pay a fee of 0.20 % of the unused revolving balance. In August 2023, the agreement was amended extending the maturity date of the LOC to October 2024 and removing certain restrictive covenants. The terms of the LOC include certain financial covenants and as of December 31, 2023, the consolidated fund was in compliance with all such covenants. Member Notes During 2022 and the year ended December 31, 2023, the consolidated fund, Southpointe Fundco, LLC, entered into 10.0 % unsecured promissory notes with individual investors. The notes mature in June 2025 and may be extended up to two additional 12-month periods by the fund manager. The notes require quarterly interest-only payments. The terms of the notes allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. Economic Injury Disaster Loans In June 2020, the consolidated funds were granted Economic Injury Disaster Loans, which are secured by the assets of the respective funds and have a fixed interest rate of 3.75 % and mature in June 2050. At each of December 31, 2023 and December 31, 2022, the outstanding principal balance was $ 0.5 million. Fixed monthly installment payments began in December 2022 with payments applied first to accrued interest and then the balance, if any, will be applied to principal outstanding. The loans allow for prepayment of principal plus accrued interest prior to maturity. The loan agreements contain certain usual and customary restrictions and covenants relating to, among other things, insurance, and other indebtedness. In addition, the terms of the loans include a cross-default provision whereby the Small Business Administration may, in its discretion, without notice or demand require immediate payment of all amounts outstanding under the loans. F-30 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Future Debt Maturities As of December 31, 2023, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands): Year Amount 2024 $ 29,698 2025 79,174 2026 555 2027 17,051 2028 72 Thereafter 4,850 Total $ 131,400 Deferred Financing Costs Amortization of deferred financing costs was $ 1.5 million and $ 0.7 million during the years ended December 31, 2023 and 2022, respectively. There was $ 0.4 million and $ 0.1 million of deferred financing cost write-offs during the years ended December 31, 2023 and 2022, respectively. Note 7 – Related Party Transactions Related Party Transactions of the Company Revenues The table below shows the consolidated revenues earned for providing services under the Company’s asset management platform as described in the Revenue Recognition section of Note 2 – Summary of Significant Accounting Policies for the years ended December 31, 2023 and 2022. Years Ended December 31, 2023 2022 Fund set-up fees $ 370 $ 5,897 Fund management fees 5,115 4,497 Financing fees 221 721 Development and construction fees 4,025 2,444 Brokerage fees 840 1,785 Total asset management 10,571 15,344 Performance allocations 3,639 2,543 Total related party revenue $ 14,210 $ 17,887 As of December 31, 2023 and 2022, amounts due to the Company from related parties for services performed under the Company’s asset management platform was $ 7.8 million, which is included in due from related parties on the accompanying consolidated balance sheets. F-31 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other In the normal course of business, the Company has various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid for by the Company on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. As of December 31, 2023 and 2022, other amounts due from related parties was $ 1.9 million, which is included in due from related parties on the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, other amounts due to related parties from the Company were $ 0.3 million and $ 0.2 million, respectively, which are included in due to related parties on the accompanying consolidated balance sheets. Notes Receivable The Company entered into unsecured promissory notes with related parties. No payments are required prior to the maturity of the notes. The notes may be prepaid in whole, or in part, without penalty. The following table summarizes the notes payable – related parties as of December 31, 2023 and 2022 (in thousands): Notes Receivable - Related Parties December 31, 2023 December 31, 2022 Interest Rate (1) Maturity Date (1) Olathe Behavioral Health $ 25 $ — 12.00 % May 2025 DFW Behavioral Health LLC 25 — 14.00 % May 2025 Total Notes Receivable - Related Parties $ 50 $ — __________________________________ (1) As of December 31, 2023. During the year ended December 31, 2023, the Company earned an immaterial amount of interest in connection with the notes, which is included in interest income on the accompanying consolidated statements of operations. Interest that accrues on certain related party notes receivable can be added to the principal outstanding balance, due at the respective loan maturity date and incurs interest at the respective interest rate. There was an immaterial amount of interest due to the Company as of December 31, 2023. Notes Payable The Company entered into unsecured promissory notes with related parties. The notes may be repaid in whole, or in part, without penalty. The following table summarizes the notes payable – related parties as of December 31, 2023 and 2022 (in thousands): Notes Payable - Related Parties December 31, 2023 December 31, 2022 Interest Rate (1) Maturity Date (1) Caliber Residential Advantage Fund, LP $ — $ 365 7.50 % May 2024 Caliber Tax Advantaged Opportunity Fund II, LLC (2) — — 12.00 % January 2024 Total Notes Payable - Related Parties $ — $ 365 __________________________________ (1) As of December 31, 2023. (2) The Company entered into a $ 4.0 million unsecured promissory note with a related party and subsequently repaid the note during the year ended December 31, 2023. During each of the years ended December 31, 2023 and 2022, the Company incurred an immaterial amount of interest expense in connection with the notes payable – related parties, which is included in interest expense on the accompanying consolidated statements of operations. There was no interest payable due to related parties as of December 31, 2023 and 2022. F-32 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Related Party Transactions of the Consolidated Funds Notes Receivable The consolidated funds entered into unsecured promissory notes with related parties. The notes may be repaid in whole, or in part, without penalty. The notes receivable – related parties consisted of the following as of December 31, 2023 and 2022 (in thousands): Notes Receivable - Related Parties December 31, 2023 December 31, 2022 Interest Rate (1) Maturity Date (1) SF Alaska, LP $ 14,976 $ 11,671 12.00 % May 2025 The Ketch, LLC 7,198 5,152 12.00 % May 2024 Caliber Hospitality LP (Tucson East) (2) — 3,780 12.00 % May 2024 J-25 Development Group, LLC 4,804 3,794 12.00 % May 2024 Caliber Diversified Opportunity Fund II, LP 109 449 12.00 % March 2024 Encore, LLC — 1,014 12.00 % December 2024 Ridge II, LLC 846 845 12.00 % December 2024 Southridge, LLC 2,187 — 13.00 % July 2025 Ironwood, LLC 2,703 1,524 13.00 % September 2025 Circle Lofts, LLC (3) 1,797 — 12.00 % May 2024 Total Notes Receivable - Related Parties $ 34,620 $ 28,229 __________________________________ (1) As of December 31, 2023. (2) In March 2023, the asset was contributed to Caliber Hospitality, LP and the fund was consolidated because the Company was determined to be the primary beneficiary as we have the power to direct the activities and the obligation to absorb their losses through its guarantee of the indebtedness secured by the hospitality assets, which is significant to Caliber Hospitality, LP and the Caliber Hospitality Trust. (3) During the year ended December 31, 2023, the Company deconsolidated Circle Lofts, LLC, as the Company was no longer determined to be the primary beneficiary of the fund upon refinancing the loan agreement. During the years ended December 31, 2023 and 2022, the consolidated fund earned $ 3.7 million and $ 2.9 million, respectively, of interest in connection with the notes, which is included in consolidated funds – other revenues on the accompanying consolidated statements of operations. Interest that accrues on certain related party notes receivable, in which the consolidated fund and respective borrower mutually agreed, is added to the principal outstanding balance, due at the respective loan maturity date and incurs interest at the respective interest rate. No interest was due to the Company as of December 31, 2023 and 2022. F-33 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Notes Payable The consolidated funds entered into unsecured promissory notes with related parties. The notes may be repaid in whole, or in part, without penalty. The notes payable – related parties consisted of the following as of December 31, 2023 and 2022 (in thousands): Notes Payable - Related Parties December 31, 2023 December 31, 2022 Interest Rate (1) Maturity Date (1) Roosevelt III HOLDCO, LLC $ — $ 2,748 12.00 % March 2024 CDIF, LLC — 1,725 12.00 % May 2024 Caliber Tax Advantaged Opportunity Zone Fund, LP 8,012 2,500 12.00 % June 2025 Caliber Tax Advantaged Opportunity Zone Fund II, LP 4,043 — 12.00 % October 2024 Total Notes Payable - Related Parties $ 12,055 $ 6,973 __________________________________ (1) As of December 31, 2023. During the years ended December 31, 2023 and 2022, the consolidated funds incurred $ 1.2 million and $ 0.9 million, respectively, of interest expense in connection with the notes payable – related parties, which is included in consolidated funds – hospitality expenses and consolidated funds – other expenses on the accompanying consolidated statements of operations. As of December 31, 2023 and 2022, there was $ 0.1 million of interest expense payable which is included in due to related parties on the accompanying consolidated balance sheets. Management expects to extend these notes at maturity. Other In the normal course of business, the consolidated funds have various amounts due from and/or due to related parties, including affiliate entities and individuals, for various expenses paid by the funds on their behalf and other charges. These amounts are generally unsecured, interest-free, and due on demand. As of December 31, 2023 and 2022, there were an immaterial amount of other amounts due from related parties. As of December 31, 2023 there was an immaterial amount of other amounts due to related parties and as of December 31, 2022, there were no other amounts due to related parties. Note 8 – Leases Lessee - Company As of December 31, 2023, the Company is the lessee under one corporate office lease which meets the criteria of an operating lease. The operating lease has a remaining lease term of 3.8 years and a 9.4 % discount rate as of December 31, 2023. As the Company’s lease does not specifically state an implicit rate, the Company uses a discount rate indicative of synthetic credit rate based on a market-specific analysis, and applied based on the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments. Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the Company, only those renewal options that the Company has assessed as reasonably certain of being exercised. The operating lease agreement does not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2023, the Company does not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements. During the year ended December 31, 2023, there was $ 0.1 million of fixed lease expense and an immaterial amount of variable lease expense, which is included in operating costs on the accompanying consolidated statements of operations. During the year ended December 31, 2022, there was $ 0.5 million of fixed lease expense and an immaterial amount of variable lease expense, which is included in operating costs on the accompanying consolidated statements of operations. Variable lease expense are primarily costs related to common area maintenance. During the years ended December 31, 2023 and 2022, there was $ 0.1 million and $ 0.6 million, respectively, of cash paid for amounts included in the measurement of operating lease liabilities. There were no lease liabilities arising from obtaining right-of-use assets or lease modifications during the year ended December 31, 2023. During the year ended December 31, 2022, there was $ 0.3 million of lease liabilities arising from obtaining right-of-use assets or modifying the lease agreements. F-34 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following represents maturities of operating lease liabilities as of December 31, 2023 (in thousands): Year Amount 2024 $ 35 2025 37 2026 38 2027 32 2028 — Thereafter — Total lease payments 142 Less: interest ( 23 ) Total $ 119 Lessee - Consolidated Funds As of December 31, 2023, the consolidated funds are the lessee under two ground lease arrangements that meet the criteria of an operating lease. The operating leases have a weighted average remaining lease term of 55.7 years and a 9.6 % weighted average discount rate as of December 31, 2023. As the consolidated funds leases do not specifically state an implicit rate, the consolidated funds use discount rates indicative of synthetic credit rate based on a market-specific analysis, and applied based on the lease term as of the lease commencement date or upon a remeasurement event when calculating the present value of the remaining lease payments. Therefore, the incremental borrowing rate used reflects the cost to borrow on a securitized basis. The remaining lease term does not reflect all renewal options available to the consolidated funds, only those renewal options that the consolidated funds has assessed as reasonably certain of being exercised. The operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2023, the consolidated funds do not have any material operating or financing leases with related parties or that have not yet commenced, or any sale-leaseback arrangements. During the year ended December 31, 2023, there was $ 1.4 million and $ 0.1 million of fixed and variable lease expense, respectively, which is included in consolidated funds – hospitality expenses on the accompanying consolidated statements of operations. During the year ended December 31, 2022, the there was $ 1.1 million of fixed lease expense and an immaterial amount of variable lease expense, which is included in operating costs on the accompanying consolidated statements of operations. Variable lease expense are primarily costs related to common area maintenance. During the years ended December 31, 2023 and 2022, there was $ 1.3 million and $ 1.2 million, respectively, of cash paid for amounts included in the measurement of operating lease liabilities. During the year ended December 31, 2023 there was $ 1.5 million of lease liabilities arising from lease modifications. There were no lease liabilities arising from obtaining right-of-use assets or lease modifications during the year ended December 31, 2022. The following represents maturities of operating lease liabilities as of December 31, 2023 (in thousands): Year Amount 2024 $ 1,336 2025 1,336 2026 1,336 2027 1,336 2028 1,336 Thereafter 68,849 Total lease payments 75,529 Less: interest ( 61,572 ) Total $ 13,957 F-35 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Lessor - Company Rental revenue of the Company includes the revenues generated by the rental operations of one commercial office property, which was acquired in January 2023. As of December 31, 2023, the leases have non-cancelable remaining lease terms from 1.2 years to 3.4 years. Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease. The leases do not contain any lessee purchase options. As of December 31, 2023, the Company does not have any material related party leases as a lessor. During the year ended December 31, 2023, there was $ 1.6 million and an immaterial amount of fixed and variable rental revenue, respectively, which is included in other income, net on the accompanying consolidated statements of operations. The Company had no rental revenue for the year ended December 31, 2022. Variable rental revenue are primarily costs reimbursed related to common area maintenance. Future minimum lease payments due to the Company under non-cancellable operating leases over the next five years and thereafter as of December 31, 2023 are as follows (in thousands): Year Amount 2024 $ 1,359 2025 977 2026 679 2027 206 2028 — Thereafter — Total $ 3,221 Lessor - Consolidated Funds Rental revenue of the consolidated funds includes the revenues generated primarily by the rental operations of three multi-family residential properties, including Circle Lofts which was deconsolidated during the year ended December 31, 2023 and GC Square Apartments which was sold in March 2022, and two commercial properties, including Northsight Crossing which was sold in October 2023. As of December 31, 2023, the leases have non-cancelable remaining lease terms from 0.1 years to 9.7 years. Certain leases contain options to extend the term of the lease and impose financial penalties, including paying all future payments required under the remaining term of the lease, if the tenant terminates the lease. The leases do not contain any lessee purchase options. As of December 31, 2023, the consolidated funds do not have any material related party leases as a lessor. The components of rental revenue for the years ended December 31, 2023 and 2022 (in thousands) are presented in the table below. Variable rental revenue are primarily costs reimbursed related to common area maintenance. Years Ended December 31, 2023 2022 Fixed $ 3,520 $ 3,066 Variable 525 531 Total $ 4,045 $ 3,597 F-36 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Future minimum lease payments due to the consolidated funds under non-cancellable operating leases over the next five years and thereafter as of December 31, 2023 are as follows (in thousands): Year Amount 2024 $ 1,025 2025 679 2026 690 2027 569 2028 584 Thereafter 2,888 Total $ 6,435 Note 9 – Other Liabilities Other Liabilities of the Company Other liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Below market leases, net $ 171 $ — Tenant improvement allowance 99 — Deposits (1) 113 23 Other 37 41 Total other liabilities $ 420 $ 64 _________________________________ (1) Includes tenant security deposits. Other Liabilities of the Consolidated Funds Other liabilities of the consolidated funds consisted of the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Advance key money, net $ 825 $ 900 Deposits (1) 531 710 Sales tax payable 674 566 Below market leases, net — 461 Other 370 393 Total other liabilities $ 2,400 $ 3,030 ______________________________ (1) Includes hotel advance deposits and tenant security and pet deposits. F-37 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 10 – Income Taxes The following table shows the components of the income tax provision (benefit) from total operations for the years ended December 31, 2023 and 2022 (in thousands): Years Ended December 31, 2023 2022 Current income tax provision (benefit) Federal $ — $ — State — — Total — — Deferred income tax provision (benefit) Federal ( 2,887 ) 159 State ( 451 ) ( 25 ) Total ( 3,338 ) 134 Adjustment to valuation allowance 3,338 ( 134 ) Total income tax provision (benefit) $ — $ — The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 U.S. federal statutory tax rate 21.0 % 21.0 % State taxes, net of federal benefit 3.6 % 1.6 % Income passed through to noncontrolling interest, federal tax ( 11.3 ) % ( 18.0 ) % Income passed through to noncontrolling interest, state tax ( 2.0 ) % ( 1.4 ) % Permanent differences, VIEs ( 0.8 ) % 0.5 % Prior period return-to-provision adjustments 1.9 % ( 0.8 ) % Nondeductible expenses ( 0.3 ) % ( 2.0 ) % Change in valuation allowance ( 12.1 ) % ( 0.9 ) % Effective income tax rate 0.0 % 0.0 % F-38 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards $ 13,632 $ 13,638 Sec 362 basis Step-up 439 438 Deferred compensation 1,780 1,490 Fixed assets — 121 Employee stock based compensation 820 — Allowance for doubtful accounts — — Other 1,769 673 Total deferred tax assets 18,440 16,360 Deferred tax liabilities: Passthrough income/loss from partnerships ( 9,399 ) ( 11,103 ) Fixed assets ( 447 ) — Other ( 1,622 ) ( 1,623 ) Total deferred tax liabilities ( 11,468 ) ( 12,726 ) Valuation allowance ( 6,972 ) ( 3,634 ) Net deferred tax assets $ — $ — As of December 31, 2023, the Company had approximately $ 55.4 million and $ 53.5 million of federal and state net operating losses (“NOL”), respectively, available to offset future taxable income. As of December 31, 2022, the Company had approximately $ 55.1 million each of federal and state NOL available to offset future taxable income. The federal NOLs arising in 2017 and prior, if not utilized, begin expiring in the year 2035. Federal NOLs arising in tax years ending after December 31, 2017 can be carried forward indefinitely but are subject to an 80% of taxable income limitation. The Arizona state NOLs arising in 2015, if not utilized, begin expiring in the year 2035. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s federal NOL carryovers may be limited in the event of a change in control of ownership. In assessing the need for a valuation allowance against its net deferred tax assets, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considered cumulative tax losses as a significant piece of negative evidence and established a full valuation allowance of $ 7.0 million and $ 3.6 million against the Company’s net deferred tax assets as of December 31, 2023 and 2022, respectively. The changes to the Company’s valuation allowance during the years ended December 31, 2023 and 2022 were as follows (in thousands): Years Ended December 31, 2023 2022 Valuation allowance at the beginning of the year $ 3,634 $ 3,768 Changes in valuation allowance recorded during the year 3,338 ( 134 ) Valuation allowance at the end of the year $ 6,972 $ 3,634 The Company and its subsidiaries are subject to the following significant taxing jurisdictions: U.S., Alaska, Arizona, California, Colorado, Florida, Illinois, Minnesota, Missouri, New York, Oregon, South Carolina, Texas, and Utah. The Company is currently not under income tax examination in any tax jurisdiction. F-39 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Although we believe our tax returns are correct, the final determination of tax examinations and any related litigation could be different from what was reported on the tax returns. We are currently open to audit under the statute of limitations by the United States Internal Revenue Service as well as state taxing authorities for the past four years (three years in some states). However, due to NOL carryforwards not being utilized, all periods are open to potential examinations. Any penalties and interest related to unrecognized tax benefits would be classified as income tax expense in the accompanying consolidated statements of operations. We apply U.S. GAAP related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We do not believe that there are any positions taken by the Company which would require recognition or disclosure in these financial statements for the years ended December 31, 2023 and 2022. Note 11 – Supplemental Cash Flow Disclosures Supplemental cash flow information consisted of the following for the years ended December 31, 2023 and 2022 (in thousands): Years Ended December 31, 2023 2022 Supplemental Disclosure of Cash Flow Information Cash paid for interest, none of which was capitalized for the years ended December 31, 2023 and 2022, respectively $ 4,875 $ 1,444 Supplemental Disclosure of Cash Flow Information of Consolidated Funds Cash paid for interest, net of capitalized interest of $ 33 and $ 18 for the years ended December 31, 2023 and 2022, respectively 14,731 9,582 Supplemental Disclosures of Non-Cash Investing and Financing Activities Real estate investments moved from held for sale — 1,703 Accounts receivable - related party eliminated in consolidation of VIEs 1,853 — Assumption of note payable 16,457 — Extinguishment of operating lease right-of-use assets 1,059 — Extinguishment of operating lease liabilities 1,340 — Cost of real estate investments included in accounts payable 242 — Investments in unconsolidated entities included in accrued expenses 1,339 — Issuance of common stock in connection with legal settlement — 3,200 Issuance of common stock in lieu of cash payment for accounts payable — 100 Establishment of operating right-of-use assets — 1,765 Establishment of finance right-of-use assets — 55 Establishment of operating lease liabilities — 2,067 Establishment of finance lease liabilities — 55 F-40 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 2023 2022 Supplemental Disclosures of Non-Cash Investing and Financing Activities of Consolidated Funds Real estate investments moved to held for sale — 21,282 Real estate investments moved from held for sale — 21,761 Note receivable eliminated in consolidation 2,946 — Cost of real estate investments included in accounts payable 382 268 Cost of real estate investments included in due to related parties 10 299 Contributions from noncontrolling interests in connection with settlement of notes payable - related party 1,831 — Establishment of operating right-of-use assets or increase from lease modifications 1,516 8,742 Establishment of operating lease liabilities or increase from lease modifications 1,516 12,540 Consolidation of VIEs Real estate investments, net 86,402 — Accounts receivable, net 4,348 — Due from related parties 2 — Operating lease - right of use assets 8,775 — Prepaid and other assets 2,042 568 Notes payable, net 80,449 — Notes payable - related parties 6,589 — Accounts payable and accrued expenses 8,148 130 Due to related parties 28 — Operating lease liabilities 12,441 — Other liabilities 2,158 688 Noncontrolling interests 33,732 1,972 Deconsolidation of VIEs Real estate investments, net 85,239 15,905 Accounts receivable, net 4,973 2 Operating lease - right of use assets 8,775 — Prepaid and other assets 1,658 53 Due from related parties 2 — Due to related parties 1,218 791 Notes payable, net 74,643 16,953 Notes payable - related parties 6,882 1,615 Accounts payable and accrued expenses 7,139 298 Operating lease liabilities 12,441 — Other liabilities 1,980 4 Noncontrolling interests 23,777 2,882 F-41 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 12 – Commitments and Contingencies Commitments and Contingencies of the Company Environmental Matters In connection with the ownership and operation of real estate assets, the Company may potentially be liable for costs and damages related to environmental matters. The Company believes it is in material compliance with current laws and regulations and do not know of any existing environmental condition and has not been notified by any governmental authority of any non-compliance, liability or other claim, in each case, that could result in a material effect on our financial condition or results of operations. Caliber Tax Advantaged Opportunity Fund LP Caliber O-Zone Fund Manager, LLC (the “CTAF Fund Manager”) is a wholly-owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Fund LP (“CTAF”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF limited partners does not equal or exceed an amount equal to a 6 % IRR for the limited partners, the CTAF Fund Manager shall immediately contribute to CTAF funds in order to meet this minimum requirement for payment to the CTAF limited partners. As of December 31, 2023 and 2022, the Company estimated the fair value of CTAF was less than the 6 % IRR for the limited partners. Caliber Tax Advantaged Opportunity Fund II LLC Caliber O-Zone Fund II Manager, LLC (the “CTAF II Fund Manager”) is a wholly-owned subsidiary of the Company and general partner and manager of Caliber Tax Advantaged Opportunity Zone Fund II LLC (“CTAF II”). In the event of a dissolution, winding-up, or termination, if the aggregate amount received by the CTAF II investor members does not equal or exceed an amount equal to a 6 % IRR for the investor members, the CTAF II Fund Manager shall immediately contribute to CTAF II funds in order to meet this minimum requirement for payment to the CTAF II investor members. As of December 31, 2023 and 2022, the Company estimated the fair value of CTAF II was less than the 6 % IRR for the investor members. Buyback Program In September 2018, the Company agreed to repurchase 3,709,693 shares (“Buyback Program”) owned by one of its non-participating founders for $ 4.54 per share of common stock in exchange for an amendment to such non-participating founder’s shareholder voting rights and other Company protections. Due to the length of time of the liability, the Company recorded a liability of $ 13.6 million and a corresponding reduction to equity in treasury stock at the inception of the Buyback Program using a present value discount rate of 10.00 %. As of December 31, 2022, remaining number of shares to be repurchased was 3,432,351 and the balance of the liability was $ 12.4 million, which is included in buyback obligation on the accompanying consolidated balance sheets. During the year ended December 31, 2023, the Company repurchased 41,615 shares of Class A common stock pursuant to the Buyback Program and on May 19, 2023, the Company’s Class A common stock began trading on the NASDAQ Capital Market, at which point the buyback obligation was relieved and no further amounts were due under the Buyback Program. Commitments and Contingencies of the Consolidated Funds Franchise Agreements and Advance Key Money The consolidated hospitality funds are parties to various franchise agreements where, pursuant to the respective agreements, the respective fund is required to pay monthly fees, generally consisting of royalty, service contribution, technology, program and/or marketing fees. The franchise agreements expire on various dates from June 2025 through August 2033. The consolidated funds recognized total franchise fees of $ 5.0 million and $ 3.8 million for the years ended December 31, 2023 and 2022, respectively. As a part of one franchise agreement, the consolidated funds received an advance of $ 1.5 million (“Advance Key Money”) for the consolidated funds to retain the franchisor on the hotel property for 20 years. The consolidated funds are not required to repay any part of the Advance Key Money unless the franchise agreement is cancelled before the termination date of August 2033. F-42 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 13 – Net Income (Loss) Per Share Basic earnings per common share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income attributable to common shareholders by the weighted-average number of shares outstanding plus the dilutive impact of all potential dilutive common shares, consisting of stock options and warrants using the treasury stock method, and convertible debt and preferred stock using the if-converted method. The Company considered the two-class method in calculating the basic and diluted earnings per share, however, it was determined that there was no impact to the calculation of basic and diluted net income (loss) per share attributable to common stockholders as Class A and Class B common stock share in the same earnings and profits, thus, having no impact on the calculation. The Company has calculated the basic and diluted earnings per share during the years ended December 31, 2023 and 2022 as follows (in thousands, except per share data): Years Ended December 31, 2023 2022 Numerator: Net (loss) income attributable to CaliberCos Inc. $ ( 12,703 ) $ 2,020 Convertible debt interest 88 90 Net (loss) income attributable to common shareholders of CaliberCos Inc. $ ( 12,615 ) $ 2,110 Denominator: Weighted average shares outstanding - basic 20,087 18,003 Dilutive shares - options, net — 1,637 Dilutive shares - convertible debt, net — 182 Weighted average shares outstanding - diluted 20,087 19,822 Basic net (loss) income per share attributable to common shareholders $ ( 0.63 ) $ 0.11 Diluted net (loss) income per share attributable to common shareholders $ ( 0.63 ) $ 0.11 The number of antidilutive shares consisted of the potential exercise of stock options and potential conversion of convertible debt. The following table summarizes these potential exercises and conversions during the years ended December 31, 2023 and 2022 , which h ave been excluded from the computation of diluted earnings per share attributable to common shareholders (in thousands): Years Ended December 31, 2023 2022 Additional common shares, if stock options were exercised 2,267 — Additional common shares, if convertible debt were converted 175 — 2,442 — (1) ______________________________ (1) There were no antidilutive shares for the year ended December 31, 2022. F-43 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 14 – Fair Value of Financial Instruments Fair Value of Financial Instruments of the Company Fair values of financial instruments held by the Company are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. The fair value of the Company’s fixed rate debt were measured with Level 2 inputs. The estimated fair value of the Company’s real estate loan was determined by management based on a discounted future cash-flow model. As of December 31, 2023 the Company’s real estate loan had a carrying value of $ 16.2 million and a fair value of $ 9.5 million. Fair Value of Financial Instruments of the Consolidated Funds Fair values of financial instruments held by consolidated funds are estimated using available market information and established valuation methodologies. Accordingly, the estimates presented are not necessarily indicative of the amounts the consolidated funds could realize on disposition of the financial instruments. The use of different market assumptions and/or valuation methodologies may have a material effect on the estimated fair value amounts. Financial instruments that approximate fair value due to the short-term nature of the instruments consist of cash, restricted cash, accounts receivable, and accounts payable. The fair values of debt, advance key money, and interest rate caps have been estimated based on current rates available for similar instruments with similar terms, maturities, and collateral. The carrying values of the consolidated funds’ variable rate debt and advance key money as of December 31, 2023 and December 31, 2022 approximated fair value. The fair value of the consolidated funds’ fixed rate debt were measured with Level 2 inputs. The estimated fair values for the instruments below were determined by management based on a discounted future cash-flow model (in thousands). December 31, 2023 December 31, 2022 Note Payable Carrying Value Fair Value Carrying Value Fair Value Hampton Inn & Suites Hotel $ 5,939 $ 4,762 $ 6,136 $ 4,594 Northsight Crossing AZ, LLC (1) — — 14,319 9,302 Southpointe Fundco, LLC 1,050 1,050 1,050 1,004 Circle Lofts, LLC (2) — — 4,889 1,915 Tucson East, LLC 11,901 11,067 — — West Frontier, LLC 4,636 3,795 — — ______________________________ (1) In October 2023, Northsight Crossings AZ, LLC sold its investment in the commercial property and paid its existing property loan in full. As a result, the Company determined it was no longer the primary beneficiary of the fund and therefore the fund was deconsolidated. (2) During the year ended December 31, 2023, the Company deconsolidated Circle Lofts, LLC, as the Company was no longer determined to be the primary beneficiary of the fund upon refinancing the loan agreement. F-44 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15 – Derivative Instruments Risk Management Objective of Using Derivatives The consolidated funds utilize derivative instruments, including interest rate caps and swaps, to reduce interest rate risk associated with its borrowings. Our consolidated funds do not intend to utilize derivatives for purposes other than interest rate risk management. Derivatives Designated as Hedging Instruments As of December 31, 2023 and 2022, the Company did not have any derivatives designated as hedging instruments. Derivatives Not Designated as Hedging Instruments The consolidated funds have entered into interest rate caps and swaps. The following table summarizes the consolidated funds non-designated derivatives as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2022 Type of Derivative Number of Instruments Notional Amount Number of Instruments Notional Amount Interest rate swap 1 $ 18,418 1 $ 18,856 Interest rate cap 1 55,000 — — Total $ 73,418 $ 18,856 The following table presents the fair value of the consolidated funds’ non-designated derivatives, as well as their classification in the consolidated balance sheets, as of December 31, 2023 and 2022 (in thousands): Type of Derivative Balance Sheet Location December 31, 2023 December 31, 2022 Interest rate swap Consolidated funds - Prepaid and other assets $ 1,206 $ 1,646 Interest rate cap Consolidated funds - Prepaid and other assets 10 — Total $ 1,216 $ 1,646 The following table presents the gain or loss recognized in consolidated funds – hospitality expenses in the consolidated statements of operations for years ended December 31, 2023 and 2022 (in thousands): Statement of Operations Location Years Ended December 31, Type of Derivative 2023 2022 Interest rate swap Consolidated funds - hospitality expenses $ ( 440 ) $ — Interest rate cap Consolidated funds - hospitality expenses ( 75 ) — Total $ ( 515 ) $ — Note 16 – Stockholders’ Equity and Share-Based Payments In May 2023, the Company filed a third amended and restated certificate of incorporation. The Company is authorized to issue 137,500,000 shares consisting of: (a) 115,000,000 shares of common stock consisting of (i) 100,000,000 shares of Class A common stock with a par value of $ 0.001 per share, (ii) 15,000,000 shares of Class B common stock with a par value of $ 0.001 per share; and (b) 22,500,000 shares of preferred stock with a par value of $ 0.001 per share. The Class B common stock is identical in all respects to Class A common stock, except it is entitled to 10 votes per share and is convertible at any time on a one -for-one basis into shares of Class A common stock. All other rights, privileges, and rank will be shared equally and be identical in all respects as to all matters. F-45 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Common Stock The holders of common stock shall be entitled to receive dividends when, as, and if declared by the board of directors. The holders of common stock shall at all times vote together as one class on all matters. Class A common stock shall be entitled to one vote for each share of common stock and Class B common stock shall be entitled to 10 votes for each share of common stock. No holder of shares of common stock shall have the right to cumulate votes. In the event of liquidation, subject to the prior rights of holders of preferred stock to share ratably in the Company’s assets, the holders of common stock and holders of any shares of preferred stock which are not entitled to any preference in liquidation shall share equally and ratably in the Company’s assets available for distribution after giving effect to any liquidation preference of shares of preferred stock. The holders of Class A common stock shall not have any conversion, redemption, or other preemptive rights. The holders of Class B common stock are entitled to a conversion upon notice or an automatic conversion upon transfer at which time the Class B Common stockholder will be entitled to one fully paid and nonassessable share of Class A common stock. In addition, Class B common stock shall not have any redemption or other preemptive rights. 2017 Incentive Stock Plan The Company may award stock options to employees under the Amended and Restated 2017 Incentive Stock Plan (“2017 Plan”). The 2017 Plan allows the Company to: (i) grant stock awards, (ii) grant stock options, and (iii) offer restricted stock purchases to directors, executives and selected employees, consultants, and advisors. Options will vest if the recipient maintains constant employment through the end of the requisite service period. The following inputs and assumptions were used to calculate the weighted average fair values of the options granted for the years ended December 31, 2023 and 2022: December 31, 2023 2022 Expected term (in years) 6.13 6.13 Volatility 36 % - 40 % 30 % - 40 % Dividend Yield 0.00 % 0.00 % Risk-free rate 4.42 % - 4.61 % 0.97 % - 4.10 % Grant date fair value $ 0.38 $ 2.79 Compensation expense is recognized on a straight-line basis over the service period. During the years ended December 31, 2023 and 2022, the Company recognized $ 3.7 million and $ 0.5 million, respectively, in compensation expense, related to the 2017 Plan. As of December 31, 2023 and 2022, there was $ 0.6 million and $ 1.0 million, respectively, of unrecognized compensation expense related to the 2017 Plan stock options. The following tables detail the activity of the 2017 Plan during the year ended December 31, 2023 and 2022: Stock Options Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in thousands) Outstanding December 31, 2021 2,053,931 $ 4.51 3.43 $ 3,166 Granted - Employee 126,631 7.56 — — Granted - Nonemployee 14,863 9.25 — — Exercised ( 1,784 ) 6.73 — — Forfeited ( 153,105 ) 6.73 — — Expired ( 37,448 ) 6.71 — — Outstanding December 31, 2022 2,003,088 4.58 5.15 2,098 Granted - Employee 330,967 2.47 — — Forfeited ( 25,046 ) 6.40 — — Expired ( 23,408 ) 6.47 — — Outstanding December 31, 2023 2,285,601 $ 4.23 4.89 $ 535 F-46 Table of Contents CALIBERCOS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock Units Restricted Stock Units Weighted Average Fair Value Unvested restricted stock units at December 31, 2021 286,971 $ 6.73 Granted - Employee 109,984 6.73 Unvested restricted stock units at December 31, 2022 396,955 6.73 Granted - Employee 2,282,086 1.36 Vested ( 272,197 ) 6.57 Forfeited ( 20,058 ) 1.49 Unvested restricted stock units at December 31, 2023 2,386,786 $ 1.66 The restricted stock units are subject to forfeiture if the participant does not meet certain conditions such as continued employment and/or the attainment of the specified performance target over the specified service period. The performance target related to the outstanding restricted stock units is the completion of an initial public offering or exchange listing. As of December 31, 2023, there was $ 3.4 million of unrecognized compensation expense related to the restricted stock units. The restricted stock units have a remaining term of 3.0 years as of December 31, 2023. Note 17 – Preferred Stock The Company is authorized to issue up to 22,500,000 shares of preferred stock pursuant to its third amended and restated certificate of incorporation. As of December 31, 2023, no shares of preferred stock were issued and outstanding. Note 18 – Subsequent Events Management has evaluated events and transactions that occurred after December 31, 2023 through April 15, 2024, the date these consolidated financial statement were available to be issued. In addition to those matters discussed in Note 6 – Notes Payable, the following is a summary of the significant events and transactions that took place during this period: • On March 7, 2024, a subsidiary of Caliber Hospitality Trust closed on the first of nine hotels as part of the contribution agreement with L.T.D. Hospitality Group LLC (“L.T.D”) for $ 28.6 million and entered into a $ 14.1 million loan securing the property. As part of the settlement, Caliber Hospitality, LP issued $ 9.6 million of Caliber Hospitality, LP operating partnership units to LTD. • The Company’s board of directors approved the issuance of $ 25.0 million to $ 35.0 million of corporate notes to pay off maturing notes. F-47