CaliberCos Inc.CWD
CaliberCos Inc. Debt Disclosure
Note 6 – Notes Payable
Notes Payable of the Company
Notes payable consisted of the following as of December 31, 2024 and 2023 (in thousands):
| Notes Payable | December 31, 2024 | December 31, 2023 | Interest Rate (1) | Maturity Date (1) | ||||||||||||||||||||||
| Corporate notes | $ | 31,763 | $ | 36,442 | 11.40% | April 2023 - December 2027 | ||||||||||||||||||||
| Convertible corporate notes | 1,050 | 1,324 | 8.25% | April 2024 - May 2025 | ||||||||||||||||||||||
| Real estate and other loans | 18,109 | 16,252 | 4.30% - 112.01% | December 2024 - November 2029 | ||||||||||||||||||||||
| Total notes payable | 50,922 | 54,018 | ||||||||||||||||||||||||
| Deferred financing costs, net | (243) | (219) | ||||||||||||||||||||||||
| Discount on corporate note | (229) | — | ||||||||||||||||||||||||
| Total notes payable, net | $ | 50,450 | $ | 53,799 | ||||||||||||||||||||||
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(1) As of December 31, 2024.
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, 2024 and 2023, the outstanding principal balance of the loan was $15.9 million and $16.2 million, respectively. As of December 31, 2024, the debt service coverage ratio required by the loan agreement was not satisfied, which per the terms of the agreement required the Company to transfer funds to a cash management account.
Corporate Notes and Convertible Corporate Notes
The Company has entered into multiple general corporate financing arrangements with third parties. The arrangements are generally evidenced in the form of an unsecured promissory note and require monthly or quarterly interest-only payments until maturity. The loans generally have a 12-month term and may be extended upon the mutual agreement of the lender and the borrower. Management believes it can come to a mutual agreement with each lender to refinance the matured notes into an alternative 3-year unsecured note program or a convertible preferred stock program. Any lender who elects to redeem a matured note will be repaid with available funds.
As of December 31, 2024, there were 202 individual corporate notes outstanding, with an average outstanding principal balance of $0.2 million, interest rates ranging from 8.25% to 12.00%, with weighted average interest rate of 11.30%, and maturity dates ranging from April 2023 to December 2027. During the year ended December 31, 2024, there were no conversions of debt into common stock. As of March 27, 2025, an aggregate of $26.6 million of corporate and convertible notes mature within the 12-month period subsequent to when these financial statements were issued.
As of December 31, 2023, there were 222 individual corporate notes outstanding, with an average outstanding principal balance of $0.2 million, interest rates ranging from 8.25% to 12.00%, with a weighted average interest rate of 11.42%, and maturity dates ranging from January 2024 to March 2025.
The Company has issued corporate notes with a conversion feature. The conversion price is $7.57 per share of common stock. The holders of the convertible corporate notes can elect to convert all or any portion of the balance at any time. As of December 31, 2024 and 2023, the value of the conversion feature was zero.
Future Minimum Payments
The following table summarizes the scheduled principal repayments of our indebtedness as of December 31, 2024 (in thousands):
| Year | Amount | |||||||
| 2025 | $ | 33,036 | ||||||
| 2026 | 404 | |||||||
| 2027 | 2,460 | |||||||
| 2028 | 330 | |||||||
| 2029 | 14,692 | |||||||
| Thereafter | — | |||||||
| Total | $ | 50,922 | ||||||
Deferred Financing Costs
Amortization of deferred financing costs for the Company was immaterial during the years ended December 31, 2024 and 2023. There were no deferred financing cost write-offs during each of the years ended December 31, 2024 and 2023.
Notes Payable of the Consolidated Funds
Notes payable of the consolidated funds consisted of the following as of December 31, 2024 and 2023, respectively (in thousands):
| Notes Payable | December 31, 2024 | December 31, 2023 | Interest Rate (1) | Maturity date (1) | ||||||||||||||||||||||
| Real Estate Loans | ||||||||||||||||||||||||||
| Hampton Inn & Suites Hotel | $ | — | (3) | $ | 5,939 | N/A | N/A | |||||||||||||||||||
Four Points by Sheraton Hotel (2) | — | (3) | 11,000 | N/A | N/A | |||||||||||||||||||||
| Holiday Inn Ocotillo Hotel | — | (3) | 9,250 | N/A | N/A | |||||||||||||||||||||
| Airport Hotel Portfolio | — | (3) | 55,631 | N/A | N/A | |||||||||||||||||||||
| DoubleTree by Hilton Tucson Convention Center | 17,962 | 18,418 | 7.06% | August 2027 | ||||||||||||||||||||||
| Hilton Tucson East | — | (3) | 11,901 | N/A | N/A | |||||||||||||||||||||
| DT Mesa Holdco II, LLC | — | (3) | 3,000 | N/A | N/A | |||||||||||||||||||||
| Southpointe Fundco, LLC | 1,050 | 1,050 | 11.99% | March 2025 | ||||||||||||||||||||||
| West Frontier Holdco, LLC | 4,777 | 4,636 | 6.35% | February 2038 | ||||||||||||||||||||||
| Total Real Estate Loans | 23,789 | 120,825 | ||||||||||||||||||||||||
| Revolving line of credit | — | (3) | 4,500 | N/A | N/A | |||||||||||||||||||||
| Member notes | 5,600 | 5,600 | 10.00% | June 2025 | ||||||||||||||||||||||
| Economic injury disaster and other loans | 19 | 475 | 7.96% | September 2025 | ||||||||||||||||||||||
| Total notes payable | 29,408 | 131,400 | ||||||||||||||||||||||||
| Deferred financing costs, net | (236) | (1,716) | ||||||||||||||||||||||||
| Total notes payable, net | $ | 29,172 | $ | 129,684 | ||||||||||||||||||||||
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(1) As of December 31, 2024.
(2) During the year ended December 31, 2024, the hotel ceased operations as the Company is converting the property into a multi-family residential assets.
(3) During the year ended December 31, 2024, the Company deconsolidated CFIF III, Caliber Hospitality, LP and the Caliber Hospitality Trust, which included activity from six hospitality funds, Elliot, which included activity from the Four Points by Sheraton Hotel, and DT Mesa.
Real Estate Loans
The terms of the loan agreements described below include, among other things, certain financial covenants, as defined in the respective loan agreements, including key financial ratios and liquidity requirements. Unless otherwise noted below, the consolidated funds were in compliance with the required financial covenants as of December 31, 2024.
Hampton Inn & Suites Hotel
In July 2015, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Scottsdale, Arizona. The terms of the note require monthly principal and interest payments, with a balloon payment due at maturity. The loan has a fixed interest rate of 6.12% in effect through the maturity date in July 2025. The loan is guaranteed by an individual who is an affiliate of the Company. During the year ended December 31, 2024, the Company deconsolidated Hampton Inn & Suites Hotel, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).
Four Points by Sheraton Hotel
In June 2018, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Phoenix, Arizona. The loan requires monthly interest-only payments until maturity. The loan is guaranteed by the Company and matured in September 2023. Per the terms of this agreement, the interest rate on the loan was equal to US Prime Rate plus 2.25%, with a floor rate of 9.65%, until August 31, 2023, at which time, the interest rate increased to 18%. During the year ended December 31, 2024, the Company deconsolidated Elliot, which included activity from the Four Points by Sheraton Hotel (as discussed in Note 3 – VIEs).
Holiday Inn Ocotillo Hotel
In July 2018, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of a hotel property in Chandler, Arizona. The loan requires monthly interest-only payments. The interest rate on the loan is equal to 1-month LIBOR plus 6.00%, with a floor rate of 11.00% until maturity in May 2023. In May 2023, the loan agreement was amended and restated with the lender, extending the maturity date to November 2023 and amending the interest rate to SOFR plus 600 basis points, with a floor rate of 11.00%. In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024. In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024. The loan is guaranteed by the Company. During the year ended December 31, 2024, the Company deconsolidated Holiday Inn Ocotillo Hotel, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).
Airport Hotel Portfolio
In September 2018, the previously consolidated fund entered into a portfolio loan agreement which was secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio. The loan had a variable interest rate equal to one-month LIBOR plus 3.75% and the loan required interest-only payments until maturity. The loan was guaranteed by the Company and individuals who are affiliates of the Company. In January 2023, the consolidated fund paid the loan amount outstanding in full.
In January 2023, the previously consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of leases and rents of the Airport Hotel Portfolio. Per the terms of the loan agreement, the loan has a variable interest rate equal to SOFR plus 8.75% and matures in January 2025. In connection with the loan, the previously consolidated fund entered into an interest rate cap agreement, which sets the maximum SOFR rate for the loan at 5.00% through January 2024. The loan requires interest-only payments until maturity. The terms of the loan do not allow the prepayment of the outstanding balance in part prior to the maturity date but can be prepaid in whole subject to certain conditions, terms and fees outlined in the loan agreement. The terms of the loan agreement require an exit fee equal to 1.25% of the original principal amount of the loan and a minimum return equal to 30.0% of the original principal amount of the loan less any interest payments made at the time the loan is repaid in full. The exit fee was accrued upon entering into the loan and recorded as a deferred financing cost to be amortized
over the life of the loan. The loan is guaranteed by the Company and individuals who are affiliates of the Company. During the year ended December 31, 2024, the Company deconsolidated the Airport Hotel Portfolio, consolidated subsidiaries of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).
DoubleTree by Hilton Tucson Convention Center
In August 2019, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of the DoubleTree by Hilton Tucson Convention Center located in Tucson, Arizona. The loan has a variable interest rate per annum equal to LIBOR plus 2.50%. In connection with the loan, the consolidated fund entered into an interest rate swap agreement, which sets the interest at a fixed rate of 4.22% from September 2022 through August 2027. The loan required interest-only payments until September 2022 and principal and interest payments thereafter until maturity. The terms of the loan allow for the prepayment of the outstanding balance in whole or in part at any time prior to the maturity date. The loan matures in August 2027 and is guaranteed by the Company. In May 2024, the consolidated fund terminated the interest rate swap agreement and received $1.6 million.
Hilton Tucson East
In November 2021, the previously consolidated fund entered into a loan agreement which is secured by the deed of trust and assignment of rents of the Hilton Tucson East hotel located in Tucson, AZ. The loan has a fixed interest rate of 6.25% and matures in November 2025. The loan required interest-only payments until June 1, 2023 and principal and interest payments thereafter until maturity. The loan amount may be prepaid prior to maturity subject to certain conditions and terms and a prepayment fee as outlined in the agreement. During the year ended December 31, 2024, the Company deconsolidated the Hilton Tucson East, a consolidated subsidiary of Caliber Hospitality, LP (as discussed in Note 3 – VIEs).
DT Mesa Holdco II, LLC
In November 2019, the previously consolidated fund entered into a loan agreement which is secured by the deed of trust of a commercial building in Mesa, Arizona. The loan requires interest-only payments until maturity and the terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. In December 2022, the terms of the loan agreement were renegotiated, extending the maturity date of the loan to November 2023 and amending the interest rate to the greater of (i) the federal home loan bank rate plus 2.75% or (ii) 6.50%. In November 2023, the loan agreement was amended with the lender, extending the maturity date to February 2024. In February 2024, the loan agreement was amended with the lender, extending the maturity date to May 2024 and waiving the minimum liquidity covenant default. In May 2024, the loan agreement was amended with the lender, extending the maturity date to August 2024 and removed the minimum liquidity covenant. During the year ended December 31, 2024, the Company deconsolidated DT Mesa (as discussed in Note 3 – VIEs) when the loan was refinanced with a new lender.
Southpointe Fundco, LLC
In June 2022, the consolidated fund entered into a loan agreement which is secured by a deed of trust and assignment of rents of a residential development property in Phoenix, Arizona. The loan initially had a fixed rate per annum equal to 9.99%. In May 2023, an extension agreement was executed with the lender, extending the maturity date to December 2023. In November 2023, an extension agreement was executed with the lender, extending the maturity date to March 2024 and amending the interest to a fixed rate of 11.99%. In February 2024 and August 2024, extension agreements were executed with the lender, extending the maturity date to September 2024 and then March 2025, respectively. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by an individual who is an affiliate of the Company.
West Frontier Holdco, LLC
In March 2023, the consolidated fund entered into a construction loan agreement which is secured by a deed of trust and assignment of rents of a multi-family residential property in Payson, Arizona. Upon completion of the construction project, subject to conditions in the agreement, the loan converts to a term loan. The loan requires interest-only payments until March 2025 and principal and interest payments until March 2028, at a fixed interest rate of 6.35%. In April 2028, the loan requires principal and interest payments until maturity in February 2038, at a rate of the five year Treasury Constant Federal Reserve Index plus 2.50%. The terms of the loan allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty. The loan is guaranteed by individuals who are affiliates of the Company.
Revolving Line of Credit and Commercial Loan
In August 2019, CFIF III entered into a revolving line of credit (“LOC”) with a maximum borrowing amount of $4.5 million. The LOC was secured by CFIF III’s assets and was guaranteed by the Company. The LOC had a variable interest rate equal to the greater of (i) Wall Street Journal Prime Rate plus 0.25% per annum or (ii) 4.75%. The Company was required to pay a fee of 0.20% of the unused revolving balance. In August 2023, the agreement was amended extending the maturity date of the LOC to October 2024 and removing certain restrictive covenants. In October 2024, the LOC was terminated, and CFIF III entered into a $4.5 million term loan, which is secured by CFIF III’s assets and is guaranteed by the Company, and matures in October 2029. The term loan has a variable interest rate equal to the sum of: (i) 3.30% plus (ii) the greater of: (a) 2.00% or (b) the forward-looking term rate based on SOFR for a one-month period. During the year ended December 31, 2024, the Company deconsolidated CFIF III when CFIF III was officially declared in wind-down.
Member Notes
During 2022 and 2023, the consolidated fund, Southpointe Fundco, LLC, (“Southpointe”), entered into 10.0% unsecured promissory notes with individual investors. The notes mature in June 2025 and may be extended up to two additional 12-month periods by the fund manager. The notes require quarterly interest-only payments. The terms of the notes allow the prepayment of the outstanding balance in part or in whole at any time prior to the maturity date with no prepayment penalty.
Economic Injury Disaster Loans
In June 2020, the consolidated funds were granted Economic Injury Disaster Loans, which are secured by the assets of the respective funds and have a fixed interest rate of 3.75% and mature in June 2050. At December 31, 2024, there was an immaterial outstanding principal balance. At December 31, 2023, the outstanding principal balance was $0.5 million. Fixed monthly installment payments began in December 2022 with payments applied first to accrued interest and then the balance, if any, will be applied to principal outstanding. The loans allow for prepayment of principal plus accrued interest prior to maturity. The loan agreements contain certain usual and customary restrictions and covenants relating to, among other things, insurance, and other indebtedness. In addition, the terms of the loans include a cross-default provision whereby the Small Business Administration may, in its discretion, without notice or demand require immediate payment of all amounts outstanding under the loans.
Future Debt Maturities
As of December 31, 2024, the future aggregate principal repayments due on the Company’s notes payable are as follows (in thousands):
| Year | Amount | |||||||
| 2025 | $ | 7,189 | ||||||
| 2026 | 557 | |||||||
| 2027 | 17,046 | |||||||
| 2028 | 64 | |||||||
| 2029 | 69 | |||||||
| Thereafter | 4,483 | |||||||
| Total | $ | 29,408 | ||||||
Deferred Financing Costs
Amortization of deferred financing costs was $0.4 million and $1.5 million during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2024, there were no deferred financing cost write-offs. There was $0.4 million deferred financing cost write-offs during the year ended December 31, 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 31, 2025 | Showing above |
| 2023 | Apr 16, 2024 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.