Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-255424
PROSPECTUS
SUPPLEMENT No. 3
(to Prospectus dated May 11, 2023)
Belpointe
PREP, LLC
Up to $750,000,000 of Class A units
This
prospectus supplement updates and supplements the prospectus dated May 11, 2023 (the “Prospectus”), which forms a part of
our registration statement on Form S-11 (No. 333-255424). This prospectus supplement is being filed to update and supplement the information
in the Prospectus with the information contained in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, filed with
the Securities and Exchange Commission on August 11, 2023 (the “Quarterly Report”). Accordingly, we have attached the Quarterly
Report to this prospectus supplement.
This
prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should
be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus
supplement, you should rely on the information in this prospectus supplement.
Investing
in our securities involves risks that are described in the “Risk Factors” section beginning on page 15 of the Prospectus.
Neither
the U.S. Securities and Exchange Commission, nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is August 25, 2023.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For
the quarterly period ended June 30, 2023 |
or
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For
the transition period from______to _____ |
Commission
File Number: 001-40911
Belpointe
PREP, LLC
(Exact
name of registrant as specified in its charter)
Delaware |
84-4412083 |
(State
or other jurisdiction of |
(I.R.S.
Employer |
incorporation
or organization) |
Identification
No.) |
255
Glenville Road
Greenwich,
Connecticut 06831
(Address
or principal executive offices)
(203)
883-1944
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A units |
|
OZ |
|
NYSE
American |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
|
|
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
☐ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No ☒
As
of August 4, 2023, the registrant had 3,579,511 Class A units, 100,000 Class B units and one Class M unit outstanding.
TABLE
OF CONTENTS
FORWARD-LOOKING
STATEMENTS
This
Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), which reflect the current views of Belpointe PREP, LLC, a Delaware limited liability company
(together with its subsidiaries, the “Company,” “we,” “us,” or “our”) with respect to,
among other things, our future results of operations and financial performance. In some cases, you can identify forward-looking statements
by words such as “anticipate,” “approximately,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,”
“predict,” “seek,” “should,” “will,” and “would” or the negative version
of these words or other comparable words or statements that do not relate strictly to historical or factual matters. By their nature,
forward-looking statements speak only as of the date they are made, are not statements of historical fact or guarantees of future performance
and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify, including
those risks described under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022,
a copy of which may be accessed here, and, in particular due to rising interest rates, increasing inflation, changes in the availability and price of insurance coverage and recent instability
in the banking system, and the projected impact of such factors on our business, financial performance and operating results. Our expectations,
beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance
that management’s expectations, beliefs and projections will result or be achieved, and actual results may vary materially from
what is expressed in or indicated by the forward-looking statements.
We
caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other
factors that are important to you. There may be other factors that cause our actual results to differ materially from any forward-looking
statements, including factors discussed in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, as such factors may be updated from time to time in our periodic filings with the U.S. Securities
and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. You should evaluate
all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties. In addition, we cannot assure
you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that
they will result in the consequences or affect us or our business in the way expected. In light of the significant uncertainties inherent
in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other
person that our plans, strategies and objectives, which we consider to be reasonable, will be achieved. All forward-looking statements
in this Form 10-Q apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included
in this Form 10-Q and in other filings we make with the SEC. We undertake no obligation to publicly update or revise any forward-looking
statements to reflect subsequent events or circumstances, except as required by law.
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Belpointe
PREP, LLC
Consolidated
Balance Sheets
(in
thousands, except unit and per unit data)
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(Unaudited) | | |
| |
Assets | |
| | |
| |
Real estate | |
| | | |
| | |
Land | |
$ | 38,741 | | |
$ | 38,741 | |
Building and improvements | |
| 17,929 | | |
| 17,843 | |
Intangible assets | |
| 9,172 | | |
| 9,495 | |
Real estate under construction | |
| 200,688 | | |
| 133,898 | |
Total real estate | |
| 266,530 | | |
| 199,977 | |
Accumulated depreciation and amortization | |
| (2,585 | ) | |
| (1,719 | ) |
Real estate, net | |
| 263,945 | | |
| 198,258 | |
Cash and cash equivalents | |
| 63,481 | | |
| 143,467 | |
Due from affiliates | |
| 1 | | |
| — | |
Other assets | |
| 40,836 | | |
| 12,270 | |
Total assets | |
$ | 368,263 | | |
$ | 353,995 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Debt | |
$ | 1 | | |
$ | — | |
Due to affiliates | |
| 8,610 | | |
| 5,803 | |
Lease liabilities | |
| 6,607 | | |
| 7,126 | |
Accounts payable | |
| 9,593 | | |
| 1,686 | |
Accrued expenses and other liabilities | |
| 14,871 | | |
| 6,728 | |
Total liabilities | |
| 39,682 | | |
| 21,343 | |
| |
| | | |
| | |
Commitments and contingencies (Note 11) | |
| - | | |
| - | |
| |
| | | |
| | |
Members’ Capital | |
| | | |
| | |
Class A units, unlimited units authorized, 3,566,852 and 3,523,449 units issued and outstanding at June 30, 2023 and December 31, 2022, respectively | |
| 326,148 | | |
| 329,482 | |
Class B units, 100,000 units authorized, 100,000 units issued and outstanding at June 30, 2023 and December 31, 2022 | |
| — | | |
| — | |
Class M unit, one unit authorized, one unit issued and outstanding at June 30, 2023 and December 31, 2022 | |
| — | | |
| — | |
Total members’ capital excluding noncontrolling interests | |
| 326,148 | | |
| 329,482 | |
Noncontrolling interests | |
| 2,433 | | |
| 3,170 | |
Total members’ capital | |
| 328,581 | | |
| 332,652 | |
Total liabilities and members’ capital | |
$ | 368,263 | | |
$ | 353,995 | |
See
accompanying notes to consolidated financial statements.
Belpointe
PREP, LLC
Consolidated
Statements of Operations (Unaudited)
(in
thousands, except unit and per unit data)
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three
Months Ended June 30, | | |
Six
Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenue | |
| | |
| | |
| | |
| |
Rental
revenue | |
$ | 778 | | |
$ | 312 | | |
$ | 1,275 | | |
$ | 641 | |
Total
revenue | |
| 778 | | |
| 312 | | |
| 1,275 | | |
| 641 | |
| |
| | | |
| | | |
| | | |
| | |
Expenses | |
| | | |
| | | |
| | | |
| | |
Property
expenses | |
| 989 | | |
| 924 | | |
| 2,007 | | |
| 1,831 | |
General
and administrative | |
| 1,216 | | |
| 1,473 | | |
| 2,987 | | |
| 3,114 | |
Depreciation
and amortization | |
| 688 | | |
| 266 | | |
| 1,200 | | |
| 550 | |
Impairment
of real estate | |
| 2,166 | | |
| — | | |
| 2,166 | | |
| — | |
Total
expenses | |
| 5,059 | | |
| 2,663 | | |
| 8,360 | | |
| 5,495 | |
| |
| | | |
| | | |
| | | |
| | |
Other income
(loss) | |
| | | |
| | | |
| | | |
| | |
Interest
income | |
| 1 | | |
| 549 | | |
| 1 | | |
| 1,050 | |
Other
income (expense) | |
| 209 | | |
| (19 | ) | |
| 206 | | |
| (26 | ) |
Total
other income (loss) | |
| 210 | | |
| 530 | | |
| 207 | | |
| 1,024 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before
income taxes | |
| (4,071 | ) | |
| (1,821 | ) | |
| (6,878 | ) | |
| (3,830 | ) |
Provision
for income taxes | |
| — | | |
| (111 | ) | |
| — | | |
| (111 | ) |
Net loss | |
| (4,071 | ) | |
| (1,932 | ) | |
| (6,878 | ) | |
| (3,941 | ) |
Net
(income) loss attributable to noncontrolling interests | |
| (9 | ) | |
| 46 | | |
| (12 | ) | |
| 39 | |
Net
loss attributable to Belpointe PREP, LLC | |
$ | (4,080 | ) | |
$ | (1,886 | ) | |
$ | (6,890 | ) | |
$ | (3,902 | ) |
| |
| | | |
| | | |
| | | |
| | |
Loss per
Class A unit (basic and diluted) | |
| | | |
| | | |
| | | |
| | |
Net
loss per unit | |
$ | (1.16 | ) | |
$ | (0.56 | ) | |
$ | (1.95 | ) | |
$ | (1.15 | ) |
Weighted-average
units outstanding | |
| 3,526,511 | | |
| 3,387,838 | | |
| 3,524,988 | | |
| 3,385,009 | |
See
accompanying notes to consolidated financial statements.
Belpointe
PREP, LLC
Consolidated
Statements of Changes in Members’ Capital (Unaudited)
(in
thousands, except unit and per unit data)
| |
| | |
| | |
| | |
| | |
| | |
| | |
Total | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Members’ | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Capital | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Excluding | | |
| | |
Total | |
| |
Class
A units | | |
Class
B units | | |
Class
M unit | | |
Noncontrolling | | |
Noncontrolling | | |
Members’ | |
| |
Units | | |
Amount | | |
Units | | |
Amount | | |
Units | | |
Amount | | |
Interests | | |
Interests | | |
Capital | |
Balance
at January 1, 2023 | |
| 3,523,449 | | |
$ | 329,482 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 329,482 | | |
$ | 3,170 | | |
$ | 332,652 | |
Acquisition
of noncontrolling interest (Note 5) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (963 | ) | |
| (963 | ) |
Offering
costs | |
| — | | |
| (119 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (119 | ) | |
| — | | |
| (119 | ) |
Net
(loss) income | |
| — | | |
| (2,810 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,810 | ) | |
| 3 | | |
| (2,807 | ) |
Balance
at March 31, 2023 | |
| 3,523,449 | | |
$ | 326,553 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 326,553 | | |
$ | 2,210 | | |
$ | 328,763 | |
Issuance
of units | |
| 43,403 | | |
| 3,844 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,844 | | |
| — | | |
| 3,844 | |
Capital
distribution | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (24 | ) | |
| (24 | ) |
Offering
costs | |
| — | | |
| (169 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (169 | ) | |
| — | | |
| (169 | ) |
Contributions
from noncontrolling interests | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 238 | | |
| 238 | |
Net
(loss) income | |
| — | | |
| (4,080 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (4,080 | ) | |
| 9 | | |
| (4,071 | ) |
Balance
at June 30, 2023 | |
| 3,566,852 | | |
$ | 326,148 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 326,148 | | |
$ | 2,433 | | |
$ | 328,581 | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Total | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Members’ | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Capital | | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| | |
Excluding | | |
| | |
Total | |
| |
Class A units | | |
Class B units | | |
Class M unit | | |
Noncontrolling | | |
Noncontrolling | | |
Members’ | |
| |
Units | | |
Amount | | |
Units | | |
Amount | | |
Units | | |
Amount | | |
Interests | | |
Interests | | |
Capital | |
Balance at January 1, 2022 | |
| 3,382,149 | | |
$ | 323,683 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 323,683 | | |
$ | 192 | | |
$ | 323,875 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Offering costs | |
| — | | |
| (20 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (20 | ) | |
| — | | |
| (20 | ) |
Net (loss) income | |
| — | | |
| (2,016 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (2,016 | ) | |
| 7 | | |
| (2,009 | ) |
Balance at March 31, 2022 | |
| 3,382,149 | | |
$ | 321,647 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 321,647 | | |
$ | 199 | | |
$ | 321,846 | |
Beginning balance | |
| 3,382,149 | | |
$ | 321,647 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 321,647 | | |
$ | 199 | | |
$ | 321,846 | |
Issuance of units | |
| 31,300 | | |
| 3,130 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,130 | | |
| — | | |
| 3,130 | |
Acquisition of ownership in CMC Storrs SPV, LLC (Note 5) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,100 | | |
| 3,100 | |
Acquisition of noncontrolling interest | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 3,100 | | |
| 3,100 | |
Offering costs | |
| — | | |
| (347 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (347 | ) | |
| — | | |
| (347 | ) |
Net loss | |
| — | | |
| (1,886 | ) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (1,886 | ) | |
| (46 | ) | |
| (1,932 | ) |
Balance at June 30, 2022 | |
| 3,413,449 | | |
$ | 322,544 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 322,544 | | |
$ | 3,253 | | |
$ | 325,797 | |
Ending balance | |
| 3,413,449 | | |
$ | 322,544 | | |
| 100,000 | | |
$ | — | | |
| 1 | | |
$ | — | | |
$ | 322,544 | | |
$ | 3,253 | | |
$ | 325,797 | |
See
accompanying notes to consolidated financial statements.
Belpointe
PREP, LLC
Consolidated
Statements of Cash Flows (Unaudited)
(in
thousands)
| |
2023 | | |
2022 | |
| |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
Cash flows from operating activities | |
| | | |
| | |
Net loss | |
$ | (6,878 | ) | |
$ | (3,941 | ) |
Adjustments to net loss: | |
| | | |
| | |
Depreciation and amortization | |
| 1,200 | | |
| 550 | |
Accretion of rent-related intangibles and deferred rental revenue | |
| (596 | ) | |
| (94 | ) |
Impairment of real estate | |
| 2,166 | | |
| — | |
Unrealized gain on interest rate derivative | |
| (209 | ) | |
| — | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Increase (decrease) in due to affiliates | |
| 359 | | |
| (263 | ) |
Decrease in other assets | |
| 167 | | |
| 221 | |
Increase in accounts payable | |
| 4 | | |
| 135 | |
Increase in accrued expenses and other liabilities | |
| 365 | | |
| 438 | |
Net cash used in operating activities | |
| (3,422 | ) | |
| (2,954 | ) |
| |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | |
Development of real estate | |
| (51,403 | ) | |
| (16,694 | ) |
Purchase of interest rate cap | |
| (159 | ) | |
| — | |
Other investing activity | |
| (75 | ) | |
| (72 | ) |
Funding of loans receivable | |
| — | | |
| (34,955 | ) |
Acquisitions of real estate | |
| — | | |
| (6,100 | ) |
Repayment of loan receivable | |
| — | | |
| 3,462 | |
Cash acquired from CMC | |
| — | | |
| 1,492 | |
Net cash used in investing activities | |
| (51,637 | ) | |
| (52,867 | ) |
| |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | |
Proceeds from units issued | |
| 3,844 | | |
| 3,130 | |
Payment of deferred financing costs | |
| (3,480 | ) | |
| — | |
Payment of offering costs | |
| (254 | ) | |
| (426 | ) |
Contributions from noncontrolling interests | |
| 188 | | |
| — | |
Other financing activities | |
| (90 | ) | |
| (192 | ) |
Capital distribution to noncontrolling interests | |
| (24 | ) | |
| — | |
Proceeds from issuance of debt | |
| 1 | | |
| — | |
Proceeds from subscriptions receivable | |
| — | | |
| 20,295 | |
Repayment of debt | |
| — | | |
| (10,800 | ) |
Net cash provided by financing activities | |
| 185 | | |
| 12,007 | |
| |
| | | |
| | |
Net decrease in cash and cash equivalents and restricted cash | |
| (54,874 | ) | |
| (43,814 | ) |
| |
| | | |
| | |
Cash and cash equivalents and restricted cash, beginning of period | |
| 144,967 | | |
| 192,346 | |
Cash and cash equivalents and restricted cash, end of period | |
$ | 90,093 | | |
$ | 148,532 | |
See
accompanying notes to consolidated financial statements.
BELPOINTE
PREP, LLC
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
1 - Organization, Business Purpose and Capitalization
Organization
and Business Purpose
Belpointe
PREP, LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) is focused
on identifying, acquiring, developing or redeveloping and managing commercial real estate located within “qualified opportunity
zones.” We were formed on January 24, 2020 as a Delaware limited liability company and qualify as a partnership and qualified opportunity
fund for U.S. federal income tax purposes.
At
least 90% of our assets consist of qualified opportunity zone property, and all of our assets are held by, and all of our operations
are conducted through, one or more operating companies (each an “Operating Company” and together, our “Operating Companies”),
either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”),
an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”). Subject to the oversight of our board of directors (our “Board”),
our Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments
on our behalf.
Capitalization
On
May 9, 2023, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form
S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to
$750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market”
offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers
and sales made directly to investors or through one or more agents (our “Follow-on Offering”).
In
connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC
(“Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer
Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling
group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We will pay our Dealer Manager
commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A
unit sold in the Follow-on Offering.
In
addition, the Follow-on Registration Statement constitutes a post-effective amendment to the registration statement on Form S-11, as
amended (File No. 333-255424), registering the offer and sale of our ongoing initial public offering of up to $750,000,000 of our Class
A units, declared effective by the SEC on September 30, 2021, of which $518,811,950 remained unsold as of June 30, 2023 (our “Primary
Offering” and, together with our Follow-on Offering, our “Public Offerings”).
The
purchase price for Class A units in the Public Offering will be the lesser of (i) the current net asset value (the “NAV”)
of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”)
during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading
and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public
announcement. On June 6, 2023, we announced that our NAV as of May 31, 2023 was equal to $99.82 per Class
A unit.
Note
2 – Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting
principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and Article
8 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission.
In
the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of
operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements as of
June 30, 2023, and for the three and six months ended June 30, 2023 and 2022, are unaudited and may not include year-end adjustments
necessary to make them comparable to audited results. These unaudited consolidated financial statements should be read in
conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2022, included in our
Annual Report on Form 10-K. The operating results for interim periods are not necessarily indicative of operating results for any
other interim period or for the entire year.
Basis
of Consolidation
The
accompanying unaudited consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries.
The portion of members’ capital in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented
in noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.
We
have evaluated our economic interest in entities to determine if they are deemed to be variable interest entities (“VIEs”)
and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity
does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity
holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive
voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights
and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making
rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities
that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights.
Significant
judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine
whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable
interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party
(a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation
to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.
The
following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of June 30, 2023
and December 31, 2022, respectively (amounts in thousands):
Schedule
of Carrying Value Net Assets
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(unaudited) | | |
| |
Assets | |
| | |
| |
Real estate | |
| | | |
| | |
Land | |
$ | 24,967 | | |
$ | 24,967 | |
Building and improvements | |
| 11,383 | | |
| 11,297 | |
Intangible assets | |
| 6,725 | | |
| 6,725 | |
Real estate under construction | |
| 200,424 | | |
| 133,773 | |
Total real estate | |
| 243,499 | | |
| 176,762 | |
Accumulated depreciation and amortization | |
| (1,419 | ) | |
| (672 | ) |
Real estate, net | |
| 242,080 | | |
| 176,090 | |
Cash and cash equivalents | |
| 65,896 | | |
| 124,159 | |
Other assets | |
| 20,406 | | |
| 11,773 | |
Total assets | |
$ | 328,382 | | |
$ | 312,022 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Debt | |
$ | 1 | | |
$ | — | |
Due to affiliates | |
| 7,187 | | |
| 4,399 | |
Lease liabilities | |
| 5,227 | | |
| 5,350 | |
Accounts payable | |
| 9,581 | | |
| 1,679 | |
Accrued expenses and other liabilities | |
| 14,006 | | |
| 6,064 | |
Total liabilities | |
$ | 36,002 | | |
$ | 17,492 | |
An
interest in a VIE requires reconsideration when an event occurs that was not originally contemplated. At each reporting period we will
reassess whether there are any events that require us to reconsider our determination of whether an entity is a VIE and whether it should
be consolidated.
Emerging
Growth Company Status
We
are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”).
Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B)
of the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private
companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with
new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date
that we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period
provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, these
consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public
company effective dates.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the amounts reported in the unaudited consolidated financial statements and the accompanying notes. Actual results could materially
differ from those estimates.
Impairment of Long-Lived Assets
We evaluate our tangible and identifiable intangible real estate assets for impairment when events such as delays
or changes in development, declines in a property’s operating performance, deteriorating market conditions, or environmental or
legal concerns bring recoverability of the carrying value of one or more assets into question. When qualitative factors indicate the possibility
of impairment, the total undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value
of the property. If the carrying value of the asset exceeds the undiscounted cash flows of the asset, an impairment loss is recorded in
earnings to reduce the carrying value of the asset to fair value, calculated as the discounted net cash flows of the property.
Restricted
Cash
Restricted
cash consists of amounts required to be reserved pursuant to contractual obligations and amounts held in escrow on behalf of the company.
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance
sheets to the unaudited consolidated statements of cash flows (amounts in thousands):
Schedule
of Restricted Cash and Cash Equivalents
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(unaudited) | | |
| |
Cash and cash equivalents | |
$ | 63,481 | | |
$ | 143,467 | |
Restricted
cash (1) (2) | |
| 26,612 | | |
| 1,500 | |
Total cash and cash equivalents and restricted cash | |
$ | 90,093 | | |
$ | 144,967 | |
(1) |
Restricted cash is included within Other assets on our consolidated
balance sheets. |
|
|
(2) |
The balance as of June 30, 2023, includes $20.0 million associated with our indebtedness as further described
in Note 8 – Debt. |
Recently
Adopted Accounting Pronouncements
In
June 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-13, Financial
Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a
new model for estimating credit losses based on current expected credit losses for certain types of financial instruments, including
loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial
instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure
requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. ASU 2016-13 does
not apply to receivables arising from operating leases, which are within the scope of ASU 2016-02, Leases (Topic
842).
We
adopted ASU 2016-13 on January 1, 2023 using the modified retrospective method. The adoption of this standard did not have a material
impact on our unaudited consolidated financial statements, and no cumulative-effect adjustment was recorded to retained earnings.
Note
3 – Leases
Lessor
Accounting
We
own rental properties which are leased to tenants under operating leases with current expirations ranging from 2023 to 2040, with options
to extend or terminate the leases. Revenues from such leases are reported as Rental revenue in our unaudited consolidated statements
of operations, and are comprised of (i) lease components, which includes fixed and variable lease payments and (ii) non-lease components
which includes reimbursements of property level operating expenses. We do not separate non-lease components from the related lease components
as allowed under the Accounting Standards Codification (“ASC”) 842 practical expedient, as the timing and pattern of transfer
are the same, and account for the combined component in accordance with ASC 842.
Fixed
lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported
on a straight-line basis over the non-cancelable term of the lease. Variable lease revenues include payments based on (i) tenant reimbursements,
(ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents, or (iv) the operating performance
of the property. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.
The
following table summarizes the components of lease revenues (amounts in thousands):
Schedule
of Components of Lease Revenues
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Fixed lease revenues | |
$ | 266 | | |
$ | 197 | | |
$ | 532 | | |
$ | 409 | |
Variable lease revenues (1) | |
| 67 | | |
| 68 | | |
| 148 | | |
| 137 | |
Lease revenues (2) (3) | |
$ | 333 | | |
$ | 265 | | |
$ | 680 | | |
$ | 546 | |
(1) |
Includes
reimbursements for property taxes, insurance, and common area maintenance services. |
(2) |
Excludes
lease intangible amortization of $0.4 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively, and
$0.6 million and $0.1 million for the six months ended June 30, 2023 and 2022, respectively. |
(3) |
Excludes
straight-line rent of less than $0.1 million for all periods presented. |
In
certain of our leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor.
These obligations, which have been assumed by the tenants, are not reflected in our unaudited consolidated financial statements. To the
extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability
for such obligations would be recorded.
We
assess the collectability of substantially all lease payments due by reviewing a tenant’s payment history or financial condition.
Changes to collectability are recognized as a current period adjustment to rental revenue. We have assessed the collectability of all
recorded lease revenues as probable as of June 30, 2023.
Lessee
Accounting
Ground
Lease
We
are a lessee under a ground lease in Sarasota, Florida, which is classified as a financing lease. As of June 30, 2023, we have
exercised an option to acquire the underlying property, and the acquisition is expected to close in the third quarter of 2023.
Accordingly, finance lease liabilities of $5.1
million and $5.0
million are included in Lease liabilities in our consolidated balance sheets as of June 30, 2023 and December 31, 2022,
respectively, which represent our obligation to make payments under this ground lease, and a right
of use (“ROU”) asset of $4.9
million and $5.0
million is included in Other assets in our consolidated balance sheets as of June 30, 2023 and December 31, 2022,
respectively, which represents our right to use the underlying asset during the lease term. During the six months ended months ended
June 30, 2023, we capitalized $0.2
million of interest related to this ground lease on one of our development investments which is included in Real estate under
construction in our unaudited consolidated balance sheet.
There
are no operating leases for which we are the lessee, therefore there are no related ROU assets or lease liabilities as of June
30, 2023 and December 31, 2022.
Note
4 – Related Party Arrangements
Our
Relationship with Our Manager and Sponsor
Our
Manager and its affiliates, including our Sponsor, will receive fees or reimbursements in connection with our Public Offerings and the
management of our investments.
The
following table presents a summary of fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including
our Sponsor, in accordance with the terms of the relevant agreements (amounts in thousands):
Schedule
of Non-Cash Activity to Related Party
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
Three Months Ended June 30, | | |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
Amounts included in the Consolidated Statements of Operations | |
| | | |
| | | |
| | | |
| | |
Management fees (1) | |
$ | 668 | | |
$ | 640 | | |
$ | 1,328 | | |
$ | 1,274 | |
Costs incurred by our Manager and its affiliates (2) | |
| 657 | | |
| 460 | | |
| 1,327 | | |
| 994 | |
Insurance (3) | |
| 102 | | |
| 105 | | |
| 208 | | |
| 212 | |
Director compensation | |
| 20 | | |
| 20 | | |
| 40 | | |
| 40 | |
Costs incurred by the
manager and its affiliates | |
$ | 1,447 | | |
$ | 1,225 | | |
$ | 2,903 | | |
$ | 2,520 | |
| |
| | | |
| | | |
| | | |
| | |
Capitalized costs included in the Consolidated Balance Sheets | |
| | | |
| | | |
| | | |
| | |
Development fee and reimbursements | |
$ | 3,211 | | |
$ | 967 | | |
$ | 4,188 | | |
$ | 2,820 | |
Insurance (3) | |
| 473 | | |
| 527 | | |
| 990 | | |
| 568 | |
Other capitalized costs | |
$ | 3,684 | | |
$ | 1,494 | | |
$ | 5,178 | | |
$ | 3,388 | |
(1) |
Included
in Property expenses in our unaudited consolidated statements of operations. |
(2) |
Includes
wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor, which are included in General and
administrative expenses on the unaudited consolidated statements of operations. |
(3)
|
Our
insurance premiums are prepaid and are included in Other assets on the unaudited consolidated balance sheets and are amortized
monthly to either Property expenses on the unaudited consolidated statements of operations or Real estate under construction on the
unaudited consolidated balance sheets as further described below. |
The
following table presents a summary of amounts included in Due to affiliates in the unaudited consolidated balance sheets (amounts in
thousands):
Schedule
of Due to Related Party
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(unaudited) | | |
| |
Due to affiliates | |
| | | |
| | |
Development fees | |
$ | 6,272 | | |
$ | 4,256 | |
Employee cost sharing and reimbursements (1) | |
| 1,650 | | |
| 866 | |
Management fees | |
| 668 | | |
| 661 | |
Director compensation | |
| 20 | | |
| 20 | |
Due to affiliates | |
$ | 8,610 | | |
$ | 5,803 | |
(1) |
Includes
wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. |
Public
Offering Expenses
Our
Manager and its affiliates, including our Sponsor, will be reimbursed, for offering expenses incurred in connection with our Public Offerings.
We became liable to reimburse our Manager and its affiliates, including our Sponsor, when the first closing was held in connection with
our Primary Offering, which occurred in October 2021.
There
were no Primary Offering expenses incurred by our Manager and its affiliates during the three and six months ended June 30, 2023 and
2022.
Other
Operating Expenses
Pursuant
to the terms of a management agreement between us, our Operating Companies and our Manager, we reimburse our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf
in connection with the selection, acquisition or origination of investments, whether or not we ultimately acquire or originate an investment.
We also reimburse our Manager, Sponsor and their respective affiliates for out-of-pocket expenses paid to third parties in connection
with providing services to us.
Pursuant
to the terms of an employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor, we reimburse our Sponsor and our Manager for expenses incurred for our allocable share of
the salaries, benefits and overhead of personnel providing services to us. During the three and six months ended June 30, 2023, our Manager
and its affiliates, including our Sponsor, incurred operating expenses of $0.6 million and $1.3 million, respectively, on our behalf.
During the three and six months ended June 30, 2022, our Manager and its affiliates, including our Sponsor, incurred operating expenses
of $0.4 million and $0.9 million, respectively, on our behalf. The expenses are payable, at the election of the recipient, in cash, by
issuance of our Class A units at the then-current NAV, or through some combination of the foregoing. As of June 30, 2023, all expenses
incurred since inception have been paid in cash.
Management
Fee
Subject
to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”)
and the oversight of our Board, our Manager is responsible for managing our affairs on a day-to-day basis and for the origination, selection,
evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets,
including but not limited to commercial real estate loans, and debt and equity securities issued by other real estate-related companies,
as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified
opportunity zone businesses.
Pursuant
to the management agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75%.
The management fee is based on our NAV in effect at the end of the quarter. Our Manager calculates our NAV within approximately 60
days of the last day of each quarter, and any adjustments take effect as of the first business day following its public
announcement. On June 6, 2023, we announced that our NAV as of the quarter ended March 31, 2023 was equal to $99.82 per Class A
unit. For the three and six months ended June 30, 2023, we incurred management fees of $0.7 million
and $1.3 million,
respectively, and $0.6 million
and $1.3 million
for the three and six months ended June 30, 2022, respectively, which are included in Property expenses in our unaudited
consolidated statements of operations.
Development
Fees and Reimbursements
Affiliates
of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services
rendered to similar projects in the geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation
and other overhead expenses incurred in connection with the project.
During
the three and six months ended June 30, 2023, we incurred development fees earned during the construction phase of $2.9
million and $3.6
million, respectively. During the three and six months ended June 30, 2022, we incurred development fees earned during the
construction phase of $0.6
million and $0.7
million, respectively. Such development fees are included in Real estate under construction in our consolidated balance sheets. As
of June 30, 2023 and December 31, 2022, $6.3
million and $4.3
million, respectively, remained due and payable to our affiliates for development fees.
During
the three and six months ended June 30, 2023, we incurred employee reimbursement expenditures to our affiliates acting as development
managers of $0.3 million and $0.7 million, respectively, of which $0.2 million and $0.5 million, respectively, is included in Real estate
under construction in our unaudited consolidated balance sheets, and $0.1 million and $0.2 million, respectively, is included in General
and administrative expenses in our unaudited consolidated statements of operations. During the three and six months ended June 30, 2022,
we incurred employee reimbursement expenditures to our affiliates acting as development managers of $0.4 million and $0.7 million, respectively,
of which $0.3 million and $0.6 million, respectively, is included in Real estate under construction in our unaudited consolidated balance
sheets, and $0.1 million and $0.1 million, respectively, is included in General and administrative expenses in our unaudited consolidated
statements of operations. As of June 30, 2023 and December 31, 2022, $0.9 million and $0.3 million, respectively, remained due and payable
to our affiliates for employee reimbursement expenditures.
On April 25, 2023, each of
the indirect majority-owned subsidiaries for our Nashville investments entered into development management agreements with certain
development entities beneficially owned by immediate family members of our Chief Executive Officer (the “Nashville
DMAs”). The aggregate development fees payable under such agreements are equal to 45% of 4.5%
of the development budget or hard costs, as applicable. During the three and six months ended June 30,
2023, we incurred $0.4 million of development fees related to the Nashville DMAs, which
were capitalized to Real estate under construction in our unaudited consolidated balance sheet, with the remaining development fees
payable upon our achieving various milestones throughout the development of our Nashville investments. As of
June 30, 2023, $0.4
million in development fees related to the Nashville DMAs remained outstanding and payable.
Acquisition
Fees
We
will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5% of the total value of any
acquisition transaction, including any acquisition through merger with another entity (but excluding any transactions in which our Sponsor,
or an affiliate of our Manager or Sponsor, would otherwise receive a development fee). We did not incur any acquisition fees during the
three and six months ended June 30, 2023 and 2022, since all investments acquired during these periods were, or will be, subject to payment
of development fees.
Insurance
Certain
immediate family members of our Chief Executive Officer have a passive indirect minority beneficial ownership interest in Belpointe Specialty
Insurance, LLC (“Belpointe Specialty Insurance”). Belpointe Specialty Insurance has acted as our broker in connection with
the placement of insurance coverage for certain of our properties and operations. Belpointe Specialty Insurance earns brokerage commissions
related to the brokerage services that it provides to us, which commissions vary, are based on a percentage of the premiums that we pay
and are set by the insurer. We have also engaged Belpointe Specialty Insurance to provide us with contract insurance consulting services
related to owner-controlled insurance programs, for which we pay an administration fee.
During
the three and six months ended June 30, 2023, we obtained insurance premiums in the aggregate amount of $2.3
million and $2.4
million, respectively, from which Belpointe Specialty Insurance earned commissions of $0.2
million and $0.2
million, respectively. During the three and six months ended June 30, 2022, we obtained insurance premiums in the aggregate amount
of less than $0.1
million and $4.6
million, respectively, from which Belpointe Specialty Insurance earned commissions of less than $0.1
million and $0.4
million, respectively. For each of the three and six months ended June 30, 2023 and 2022, Belpointe Specialty Insurance earned
administration fees of zero and less than $0.1
million. Insurance premiums are prepaid and are included in Other assets on the unaudited consolidated balance sheets. With respect
to our properties under development, for both the three months ended June 30, 2023 and 2022, $0.5
million, and for the six months ended June 30, 2023, and 2022, $1.0
million and $0.6
million, respectively, were amortized into Real estate under construction on the unaudited consolidated balance sheets. As it
pertains to our operating properties, for both the three months ended June 30, 2023 and 2022, $0.1
million, and for both the six months ended June 30, 2023 and 2022, $0.2
million, was amortized into Property expenses on the unaudited consolidated statements of operations.
Economic
Dependency
Under
various agreements we have engaged our Manager and its affiliates, including in certain cases our Sponsor, to provide certain services
that are essential to the Company, including asset management services, asset acquisition and disposition services, supervision of our
Public Offerings and any other offerings we conduct, as well as other administrative responsibilities for the Company, including, without
limitation, accounting services and investor relations services. As a result of these relationships, we are dependent upon our Manager
and its affiliates, including our Sponsor. In the event that our Manager and its affiliates are unable to provide us with the services we have engaged
them to provide, we would be required to find alternative service providers.
Note
5 – Real Estate, Net
Acquisitions
of Real Estate During 2023
On
June 28, 2022, through an indirect majority-owned subsidiary of our Operating Company, we acquired a 70.2% controlling interest (the
“CMC Interest”) in CMC Storrs SPV, LLC (“CMC”), a holding company for an approximately 60-acre site located in
Mansfield, Connecticut. As part of the transaction two unaffiliated joint venture partners (the “CMC JV Partners”) were deemed
to have made initial capital contributions to CMC. Following our acquisition of the CMC Interest, we discovered that one of the CMC JV
Partners had misappropriated cash from the other’s cash account. Accordingly, the CMC JV Partner forfeited $1.0 million, or 29.8%,
of their noncontrolling interest in CMC on March 24, 2023 (a non-cash financing activity during the six months ended June 30, 2023).
As a result of the forfeiture, we indirectly own a 100% controlling interest in CMC.
Depreciation
expense was $0.2 million for both the three months ended June 30, 2023 and 2022, and $0.4 million and $0.3 million for the six months
ended June 30, 2023 and 2022, respectively, and is included in Depreciation and amortization on the unaudited consolidated statements
of operations.
Real
Estate Under Construction
The
following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands):
Schedule
of Real Estate Under Construction
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
(unaudited) | | |
| |
Beginning balance | |
$ | 133,898 | | |
$ | 76,882 | |
Capitalized costs (1) (2) | |
| 68,608 | | |
| 45,907 | |
Impairment charge (3) | |
| (2,166 | ) | |
| — | |
Capitalized interest | |
| 205 | | |
| 151 | |
Land held for development (4) | |
| 143 | | |
| 10,958 | |
Ending
balance | |
$ | 200,688 | | |
$ | 133,898 | |
(1) |
Includes
development fees and employee reimbursement expenditures of $4.6 million and $5.6 million for the six months ended June 30, 2023
and the year ended December 31, 2022, respectively. During the six months ended June 30, 2023, we capitalized $0.4 million of development fees in connection
with executing an administrative development management agreements for four of our projects located in Nashville, Tennessee. See Note 4 – Related
Party Arrangements for amounts capitalized for development fees charged by our Manager. |
(2) |
Includes
direct and indirect project costs to the construction and development of real estate projects, including but not limited to loan
fees, property taxes and insurance, incurred of $1.4 million and $2.2 million for the six months ended June 30, 2023 and the year
ended December 31, 2022, respectively. |
(3) |
During the six months ended June
30, 2023, we recorded an impairment charge of $2.2 million based on the estimated selling price of one of our real estate assets in
Nashville. The impairment charge was determined based on our conclusion that the estimated fair market value of the real estate
asset was lower than the carrying value, and as a result we reduced the carrying value to the fair market value. |
(4) |
Includes
ground lease payments and straight-line rent adjustments incurred of $0.1 million and $0.8 million for the six months ended June
30, 2023 and the year ended December 31, 2022, respectively. |
Real
estate under construction includes non-cash investing activity of $26.8 million for the six months ended months ended June 30, 2023 (inclusive
of unpaid development fees of $3.6 million, and unpaid employee cost sharing and reimbursements of $0.6 million) and $13.9 million
for the year ended December 31, 2022.
Note
6 – Intangible Assets and Liabilities
Intangible
assets and liabilities are summarized as follows (amounts in thousands):
Schedule
of Intangible Assets And Liabilities
| |
June 30, 2023 | | |
December 31, 2022 | |
| |
Gross | | |
| | |
Net | | |
Gross | | |
| | |
Net | |
| |
Carrying | | |
Accumulated | | |
Carrying | | |
Carrying | | |
Accumulated | | |
Carrying | |
| |
Amount | | |
Amortization | | |
Amount | | |
Amount | | |
Amortization | | |
Amount | |
| |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
| | |
| | |
| |
Finite-Lived Intangible Assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
In-place leases | |
$ | 3,513 | | |
$ | (1,251 | ) | |
$ | 2,262 | | |
$ | 3,836 | | |
$ | (791 | ) | |
$ | 3,045 | |
Indefinite-Lived Intangible Assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Development rights | |
| 5,659 | | |
| — | | |
| 5,659 | | |
| 5,659 | | |
| — | | |
| 5,659 | |
Total intangible assets | |
$ | 9,172 | | |
$ | (1,251 | ) | |
$ | 7,921 | | |
$ | 9,495 | | |
$ | (791 | ) | |
$ | 8,704 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Finite-Lived Intangible Liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Below-market leases | |
$ | (2,100 | ) | |
$ | 570 | | |
$ | (1,530 | ) | |
$ | (2,517 | ) | |
$ | 411 | | |
$ | (2,106 | ) |
Total intangible liabilities | |
$ | (2,100 | ) | |
$ | 570 | | |
$ | (1,530 | ) | |
$ | (2,517 | ) | |
$ | 411 | | |
$ | (2,106 | ) |
In-place
leases and development rights intangible assets, noted above, are included in Intangible assets on the consolidated balance sheets. Below-market
lease liabilities, noted above, are included in Lease liabilities on the consolidated balance sheets.
Amortization
of in-place lease intangible assets was $0.5 million and $0.1 million for the three months ended June 30, 2023 and 2022, respectively,
and, $0.8 million and $0.2 million for the six months ended June 30, 2023 and 2022, respectively, and is included in Depreciation and
amortization on the unaudited consolidated statements of operations.
Amortization
of below-market lease liabilities was $0.4
million and $0.1
million for the three months ended June 30, 2023 and 2022 , respectively, and, $0.6
million and $0.1
million for the six months ended June 30, 2023 and 2022, respectively, and is included in Rental revenue on the unaudited
consolidated statements of operations.
Note
7 – Loans Receivable
On
September 30, 2021, we lent approximately $3.5 million to CMC pursuant to the terms of a secured promissory note bearing interest at
an annual rate of 12.0% and due and payable on June 27, 2022 (the “CMC Loan”). On June 28, 2022, the CMC Loan was repaid
in full, including accrued interest of $0.3 million.
On
January 3, 2022, we provided a $30.0
million commercial mortgage loan to Norpointe, LLC (“Norpointe”), an affiliate of our Chief Executive Officer, pursuant
to the terms of a secured promissory note bearing interest at an annual rate of 5.0%
and due and payable on December
31, 2022 (the “Norpointe Loan”). On June 28, 2022, for purposes of complying with the qualified opportunity fund
requirements under the Internal Revenue Code of 1986, as amended, and related the Treasury Regulations, we restructured the
Norpointe Loan through an indirect majority-owned subsidiary (the “Restructured Norpointe Loan”). The Restructured
Norpointe Loan was evidenced by a secured promissory note bearing interest at an annual rate of 5.0%,
due and payable on June
28, 2023. On December 13, 2022, the Restructured Norpointe Loan was repaid in full, including accrued interest of less than
$0.1
million.
On
February 23, 2022, we provided an approximately $5.0 million commercial mortgage loan to Visco Propco, LLC (“Visco”) pursuant
to the terms of a secured promissory note bearing interest at an annual rate of 6.0% and due and payable on February 18, 2023 (the “Visco
Loan”). On December 2, 2022, the Visco Loan was repaid in full, including accrued interest of $0.2 million.
Interest
income from loans receivable was zero and $0.5 million for the three months ended June 30, 2023 and 2022, respectively, and zero and
$1.1 million for the six months ended June 30, 2023 and 2022, respectively, and is included in Interest income in our unaudited consolidated
statements of operations.
Note
8 – Debt
On
May 12, 2023, our indirect majority-owned subsidiary (the “Borrower”) entered into a variable-rate construction loan
agreement (“1991 Main Loan Agreement”) for up to $130.0
million in principal amount (the “1991 Main Construction Loan”) with Bank OZK (the “Lender”), which is
secured by our investment in 1991 Main Street, Sarasota, Florida (“1991 Main”). Advances under the 1991 Main
Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.45%,
subject to a minimum all-in per annum rate of 8.51%,
and may be used to fund the development of 1991 Main. The 1991
Main Construction Loan has an initial maturity date of May 12, 2027 and contains an one-year extension option, subject to
certain restrictions. As of June 30, 2023, we have drawn down less than $0.1
million on the 1991 Main Construction Loan.
In
connection with the 1991 Main Construction Loan, we provided a carveout guaranty to the Lender (the “Guaranty”) pursuant
to which we guaranteed the Borrower’s obligations to the Lender with respect to certain non-recourse carveout events, such as
“bad acts,” environmental conditions, and violations of certain provisions of the loan documents. The Guaranty contains
financial covenants requiring that we maintain liquid assets of no less than $20.0 million and a net worth of no less than $130.0
million. To satisfy the liquidity covenant, we have maintained a restricted cash balance of $20.0
million, which is recorded in Other assets on our unaudited consolidated balance sheet as of June 30, 2023. As of June 30, 2023, the Company was in
compliance with all covenants under the Guaranty.
Together with the Borrower we also provided a customary environmental indemnity agreement to the Lender, pursuant to which we agreed
to protect, defend, indemnify, release and hold harmless the Lender from and against certain environmental liabilities related to 1991
Main.
The
1991 Main Loan Agreement also required the Borrower to enter into an interest rate cap agreement with a one-month SOFR rate based strike price of 5.07%, which is further discussed in Note 9 – Fair Value of Financial Instruments.
The
direct costs of $3.7
million incurred (inclusive of debt discount of $1.4
million) for the 1991 Main Construction Loan are reflected in Other assets in our unaudited consolidated balance
sheet as of June 30, 2023. During the construction period, the deferred financing costs are amortized on a straight-line basis to Construction in
progress in our unaudited consolidated balance sheet. As of June 30, 2023, the accumulated amortization for deferred financing costs
was $0.1
million. The deferred financing costs accumulated balances will be reclassified as a component of Debt on our unaudited consolidated
balance sheet when amounts drawn on the 1991 Main Construction Loan exceed the deferred financing costs incurred.
Note
9 – Fair Value of Financial Instruments
Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
marketplace participants at the measurement date under current market conditions (i.e., the exit price).
We
categorize our financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy.
The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1)
and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different
levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the
instrument.
Financial
assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as
follows:
Level
1 – Quoted market prices in active markets for identical assets or liabilities.
Level
2 – Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical
or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield
curves, and market-corroborated inputs).
Level
3 – Valuation generated from model-based techniques that use inputs that are significant and unobservable in the market. These
unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation
techniques include use of option pricing models, discounted cash flow methodologies or similar techniques, which incorporate management’s
own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management
judgment or estimation.
Derivative Instruments
We use derivatives
instruments to manage interest rate risk on our floating rate debt. Our
derivative instrument is not designated as a hedge for accounting purposes.
On May 12, 2023, the Borrower entered into an interest rate cap agreement,
effective July 10, 2023, in connection with the 1991 Main Loan Agreement which has a notional amount of approximately $15.2
million, a strike price 5.07%,
and which is due to mature on July 10, 2024 (the “1991 Main Interest Rate Cap”).
Changes in fair value of the 1991 Main Interest Rate Cap are
marked-to-market quarterly and reflected in Other income (expense) in the unaudited consolidated statement of operations. During the
three and six months ended June 30, 2023, we recorded an unrealized gain of $0.2 million
in Other income (expense) in our unaudited consolidated statements of operations. As of June 30, 2023, the fair value of the 1991
Main Interest Rate Cap was $0.4 million,
and is included in Other assets in our unaudited consolidated balance sheet. The fair value of the the 1991 Main Interest Rate Cap was based
on a valuation prepared by an independent third-party and is classified as Level 2 in the fair value hierarchy, as the valuation is
estimated using market values of similar instruments in active markets.
Note
10 – Members’ Capital
Our
Operating Agreement generally authorizes our Board to issue an unlimited number of units and options, rights, warrants and appreciation
rights relating to such units for consideration or for no consideration and on the terms and conditions as determined by our Board, in
its sole discretion, in most cases without the approval of our members. These additional securities may be used for a variety of purposes,
including in future offerings to raise additional capital and acquisitions. Our Operating Agreement currently authorizes the issuance
of an unlimited number of Class A units, 100,000 Class B units and one Class M unit.
During
the three and six months ended June 30, 2023, we issued 43,403
Class A units. During the three and six months ended June 30, 2022, we issued 31,300
Class A units. As of June 30, 2023 and December 31, 2022, there were 3,566,852
and 3,523,449
Class A units, respectively, 100,000
Class B units and one
Class M unit issued and outstanding.
Class
A units
Upon
payment in full of any consideration payable with respect to the initial issuance of our Class A units, the holder thereof will not be
liable for any additional capital contributions to the Company. Holders of Class A units are not entitled to preemptive, redemption or
conversion rights. Holders of our Class A units are entitled to one vote per unit on all matters submitted to a vote of our members.
Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled
to be cast.
Holders
of our Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions
and to any restrictions on distributions imposed by the terms of any preferred units we issue.
Upon
our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units,
if any, holders of our Class A units are entitled to receive our remaining assets available for distribution.
Class
B units
All
of our Class B units are currently held by our Manager and were issued on September 14, 2021. Holders of our Class B units are not entitled
to preemptive, redemption or conversion rights. Holders of our Class B units are entitled to one vote per unit on all matters submitted
to a vote of our members. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality)
of the votes entitled to be cast.
Holders
of our Class B units are entitled to share ratably as a class in 5% of any gains recognized by or distributed to the Company or recognized
by or distributed from our Operating Companies or any subsidiary or other entity related to the Company, regardless of whether the holders
of our Class A units have received a return of their capital. The allocation and distribution rights that the holders of our Class B
units are entitled to may not be amended, altered or repealed, and the number of authorized Class B units may not be increased or decreased,
without the consent of the holders of our Class B units. In addition, our Manager, or any other holder of our Class B units, will continue
to hold the Class B units even if our Manager is no longer our manager.
Upon
our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units,
if any, holders of Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant to
the terms of the Class B units, regardless of whether the holders of our Class A units have received a return of their capital.
Class
M unit
The
Class M unit is currently held by our Manager and was issued on September 14, 2021. The holder of our Class M unit is not entitled to
preemptive, redemption or conversion rights. The holder of our Class M unit is entitled to that number of votes equal to the product
obtained by multiplying (i) the sum of the aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on
which the Class M unit has a vote. Our Manager will continue to hold the Class M unit for so long as it remains our manager.
The
holder of our Class M unit does not have any right to receive ordinary, special or liquidating distributions.
Preferred
units
Under
our Operating Agreement, our Board may from time to time establish and cause us to issue one or more classes or series of preferred units
and set the designations, preferences, rights, powers and duties of such classes or series.
Basic
and Diluted Loss Per Class A Unit
For
the three and six months ended June 30, 2023, the basic and diluted weighted-average units outstanding were 3,526,511
and 3,524,988,
respectively. For the three and six months ended June 30, 2023, net loss attributable to Class A units was $4.1
million and $6.9 million,
respectively, and the loss per basic and diluted unit was $1.16
and $1.95,
respectively.
For
the three and six months ended June 30, 2022, the basic and diluted weighted-average units outstanding were 3,387,838 and 3,385,009,
respectively. For the three and six months ended June 30, 2022, net loss attributable to Class A units was $1.9 million and $3.9 million,
respectively, and the loss per basic and diluted unit was $0.56 and $1.15, respectively.
Note
11 – Commitments and Contingencies
As
of June 30, 2023, we were not subject to any material litigation nor were we aware of any material litigation threatened against us.
In
connection with the development of our commercial real estate assets, we have entered into separate construction management
agreements for each asset which contain terms and conditions that are customary for the related scope of work. As of June 30, 2023,
we have two development projects with an aggregate unfunded commitment of $158.0
million. As of June 30, 2023, $22.1
million, inclusive of retainage of $6.1
million, is outstanding and payable in connection with these developments.
Note
12 – Subsequent Events
Management
has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the unaudited
consolidated financial statements were available for issuance require potential adjustment to or disclosure in the unaudited consolidated
financial statements and has concluded that all such events or transactions that would require recognition or disclosure have been recognized
or disclosed.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In
this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless context otherwise requires, references to “we,”
“us,” “our” “Belpointe” or the “Company” refer to Belpointe PREP, LLC, its operating
companies, Belpointe PREP OC, LLC, and Belpointe PREP TN OC, LLC (each an “Operating Company” and, together, the “Operating
Companies”), and each of the Operating Companies’ subsidiaries, taken together.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited
consolidated financial statements and related notes appearing elsewhere in this Form 10-Q and our audited consolidated financial statements
and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022 (our “Annual Report”) filed
with the U.S. Securities and Exchange Commission on March 31, 2023, a copy of which may be accessed here. As discussed in the
section entitled “Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements
that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results
to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those identified below, and those discussed in the section entitled “Risk Factors”
included our Annual Report.
Overview
We
are the only publicly traded qualified opportunity fund listed on a national securities exchange. We are a Delaware limited liability
company formed on January 24, 2020, and we currently intend to operate in a manner that will allow us to qualify as a partnership for
U.S. federal income tax purposes. We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate
located within qualified opportunity zones. At least 90% of our assets consist of qualified opportunity zone property. We qualified as
a qualified opportunity fund beginning with our taxable year ended December 31, 2020. Because we are a qualified opportunity fund certain
of our investors are eligible for favorable capital gains tax treatment on their investments.
All
of our assets are held by, and all of our operations are conducted through, one or more of our Operating Companies, either directly or
indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), which is
an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”).
On
May 9, 2023, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form
S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to
$750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market”
offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers
and sales made directly to investors or through one or more agents (our “Follow-on Offering”).
In
connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC
(“Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer
Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling
group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We will pay our Dealer Manager
commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A
unit sold in the Follow-on Offering.
In
addition, the Follow-on Registration Statement constitutes a post-effective amendment to the registration statement on Form S-11, as
amended (File No. 333-255424), registering the offer and sale of our ongoing initial public offering of up to $750,000,000 of our Class
A units, declared effective by the SEC on September 30, 2021, of which $518,811,950 remained unsold as of June 30, 2023 (our “Primary
Offering” and, together with our Follow-on Offering, our “Public Offerings”).
The
purchase price for Class A units in our Public Offerings will be the lesser of (i) the current net asset value (the
“NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE
American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on
which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately
60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public
announcement. On June 6, 2023, we announced that our NAV as of May 31, 2023 was
equal to $99.82 per Class A unit.
Our
Business Outlook
While
market conditions for multifamily and mixed-use rental properties have remained strong over the past several quarters, future economic
conditions and the demand for multifamily and mixed-use rental properties are, and the real estate industry in general is, subject to
uncertainty as a result of a number of factors, including, among others, the rate of unemployment, increasing interest rates, higher
rates of inflation, instability in the banking system, the availability of credit, financial market volatility, general economic uncertainty,
increasing energy costs, supply chain disruptions and labor shortages. The potential effect of these and other factors and the projected
impact of these and other events on our business, results of operations and financial performance, presents material uncertainty and
risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations,
our financing arrangements, the value of our investments, and the laws, regulations and governmental and regulatory policies applicable
to us. As a result, our past performance may not be indicative of future results.
Given
the evolving nature of certain of these factors, the extent to which they may impact our future performance and financial results will
depend on future developments which remain highly uncertain and, as a result, at this time we are unable to estimate the impact that
these factors may have on our future financial results. Our Manager continuously reviews our investment and financing strategies for
optimization and to reduce our risk in the face of the fluidity of these and other factors.
Our
Investments
As
of the date of this Form 10-Q, our investment portfolio consisted of the following multifamily and mixed-use rental properties:
1991
Main Street – Sarasota, Florida (Aster & Links) – 1991 Main Street (“1991 Main”) is a 5.13-acre site which was
originally acquired for an aggregate purchase price of $20.7 million, inclusive of transaction costs and deferred financing fees. A
portion of the aggregate purchase of 1991 Main was funded by a $10.8 million secured loan from First Foundation Bank (the
“Acquisition Loan”), which we repaid in full on April 22, 2022.
On May 12, 2023, our indirect majority-owned subsidiary (the “Borrower”) entered into a variable-rate construction
loan agreement for up to $130.0 million in principal amount with Bank OZK (the “Lender”), which is secured by 1991 Main, and which matures on May 12, 2027, subject to a one-year extension option. Advances under the loan bear interest
at a per annum rate equal to the one-month term SOFR plus 3.45%, subject to a minimum all-in per annum rate of 8.51%. As required under
the terms of the loan agreement, the Borrower also entered into an interest rate cap agreement, effective July 10, 2023, which has a notional
amount of approximately $15.2 million, a strike price 5.07%, and which is due to mature on July 10, 2024.
In connection with the loan, we provided a carveout guaranty to the Lender (the “Guaranty”) with respect
to certain non-recourse carveout events, such as “bad acts,” environmental conditions, and violations of certain provisions
of the loan documents. The Guaranty also contains financial covenants requiring that we maintain liquid assets of no less than $20.0 million
and a net worth of no less than $130.0 million. Together with the Borrower we also provided a customary environmental indemnity agreement
to the Lender.
Please
see “Note 8 – Debt” and “Note 9 – Fair Value of Financial Instruments” in our unaudited consolidated financial statements in this Form 10-Q for
additional information regarding the loan and interest rate cap agreements.
1991 Main is being developed into two 10 story buildings with over 900 garage and surface-level parking spaces, that we have named “Aster &
Links.” Aster & Links will feature 424-apartments including one-bedroom, two-bedroom and three-bedroom apartments, four-bedroom townhome-style penthouse apartments,
and six guest suite apartments, with approximately 51,000 square feet of retail space located on the first level. In May 2023, we announced the signing of a definitive lease agreement with Sprouts Farmers Market (“Sprouts”),
one of the fastest growing specialty retailers of fresh, natural and organic food in the United States. Sprouts will occupy approximately
23,000 square feet of retail space at Aster & Links.
Aster
& Links will include a clubroom, fitness room, center courtyard with heated saltwater pool and roof top amenities including a
community room and a private dining area for private events as well as outdoor grills and seating. In addition, each building will
have its own leasing office located at the entry lobby.
During
the year ended December 31, 2022, we entered into a construction management agreement for the development of Aster & Links. The construction
management agreement contains terms and conditions that are customary for a project of this type and will be subject to a guaranteed
maximum price (a “GMP”). We currently anticipate that the remaining funding for construction and soft costs associated with
the development will be a minimum of $155.5 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater
than 6%. The development is currently under construction, and we expect initial occupancies to occur in the first half of 2024. Construction
is expected to be completed by the end of 2024.
Aster
& Links is located within the historic downtown Sarasota at the intersection of Main Street and Links Avenue and is located in a
high foot traffic area next to a number of popular retail establishments.
1900
Fruitville Road – Sarasota Florida – 1900 Fruitville Road (“1900 Fruitville”) is a 1.2-acre site, consisting
of a retail building and parking lot, which we acquired for an aggregate purchase price of $4.7 million, inclusive of transaction costs.
The sole tenant in the building vacated in January 2022 and we intend to demolish the building and use part of the property for additional parking to complement our Sprouts lease
at Aster & Links. We currently anticipate holding the remainder of the property for the development of future retail space.
1000
First Avenue North and 900 First Avenue North – St. Petersburg, Florida (Viv) – We have consolidated several
parcels, comprising 1.6-acres of land (previously referred to as 902-1020 First Avenue North, St. Petersburg, Florida), which we
acquired for an aggregate purchase price of $12.1 million, inclusive of transaction costs, into a single parcel, 1000 First Avenue
North, St. Petersburg, Florida (“1000 First”). 1000 First is being developed into a 15-story high-rise building named
“Viv.” Viv will be comprised of two 11-story residential towers above a 4-story parking garage, featuring approximately
269-apartment homes consisting of studio, one-bedroom, two-bedroom and three-bedroom units, with approximately 15,500 square feet of
retail space located on the first level. Amenities at Viv will include a clubroom, fitness center, courtyard with a swimming pool, shared working space and a leasing
office.
In
April 2023, we entered into a construction management agreement in connection with the development of 1000 First. The construction
management agreement contains terms and conditions that are customary for a project of this type and will be subject to a GMP of $48.7
million.
Viv
is located in the downtown district of St. Petersburg, one mile west of Tampa Bay and the downtown waterfront district and features direct
access to downtown amenities such as public parking, restaurants, museums and cultural sites.
900
First Avenue North (“900 First”) is a parcel of land with a two-tenant retail building which we acquired for an aggregate
purchase price of $2.5 million, inclusive of transaction costs. 900 First will remain a two-tenant retail building and we have taken
the additional development rights and added them to 1000 First.
St.
Petersburg placed 44th on Niche’s 2023 Best Cities to Live in America list, earning an Overall Niche Grade of “A.” St.
Petersburg is the 5th largest city in Florida and the 88th largest city in the United States and has an average annual population growth
rate of approximately 1.57% since 2020. Downtown St. Petersburg is one of the fastest growing neighborhoods in the Tampa-St. Petersburg-Clearwater
metropolitan statistical area (“MSA”) and has experienced increased demand in recent years because of proximity to the water,
sporting events, shopping, bars and restaurants in the neighborhood. The Tampa-St. Petersburg-Clearwater MSA is home to more than 20
corporate headquarters, seven of which are Fortune 1000 companies. The St. Petersburg area also includes a branch of St. Petersburg College
and the University of South Florida St. Petersburg and is home to two professional sports teams, the Tampa Bay Rays (Major League Baseball)
and the Tampa Bay Rowdies (United Soccer League Championship).
1701,
1702 and 1710 Ringling Boulevard – Sarasota, Florida – 1701 Ringling Boulevard (“1701 Ringling”) and 1710
Ringling Boulevard (“1710 Ringling”) make up a 1.6-acre site, consisting of a six-story office building and a parking lot
which we acquired for an aggregate purchase price of $7.0 million, inclusive of transaction costs. We currently anticipate that 1701
Ringling will be renovated into a modern office building, consisting of approximately 80,000 square feet of rentable space, with 1710
Ringling consisting of an approximately 128-space parking lot. Upon acquiring 1701 Ringling, we entered into a new lease agreement with
the existing tenant covering approximately 42,000 square feet for an initial term of 20 years, and several lease extension options. Renovations
to 1701 Ringling will include the creation of a front area, the conversion of the existing freight elevator into an oversized
passenger elevator and the reinstallation of windows into the façade.
1702
Ringling Boulevard (“1702 Ringling” and, together with 1701 Ringling and 1710 Ringling, “1701-1710 Ringling”)
is a 0.327-acre site consisting of a fully-leased, single-story 1,546 gross square foot single-tenant office building and associated
parking lot, which we acquired for an aggregate purchase price of $1.5 million, inclusive of transaction costs. We currently anticipate
holding 1702 Ringling for future multifamily development and density and massing studies are underway for conceptual design.
1701-1710
Ringling is located within the historic downtown Sarasota area along Ringling Boulevard, a major two-way arterial road, with good access
to the surrounding Sarasota market, as well as easy access to Interstate 75 and the greater Tampa-St Petersburg area. 1701-1710 Ringling
is located in a high foot traffic area close to a number of popular restaurants and retail establishments. Overall, the neighborhood
is in the stable to growth trend stage of its life cycle.
497-501
Middle Turnpike and Cedar Swamp Road – Storrs, Connecticut – 497-501 Middle Turnpike (“497-501 Middle”)
is an approximately 60.0-acre site, consisting of approximately 30 acres of former golf course and approximately 30 acres of undeveloped
hiking and biking trails surrounding wetlands. We acquired a majority ownership interest in CMC Storrs SPV, LLC (“CMC”),
the holding company for 497-501 Middle, for an initial capital contribution of $3.8 million.
We
currently anticipate that 497-501 Middle will be developed into an approximately 262-apartment home community and that amenities will
include a leasing office, clubhouse with chef’s kitchen, fitness center, game room, study/lounge area, meeting rooms, and an
outside AstroTurf meadow.
Cedar
Swamp Road (“Cedar Swamp Road”) is a 1.1-acre site immediately adjacent to 497-501 Middle, which we acquired for a purchase
price of $0.3 million, inclusive of transaction costs. We currently anticipate adding Cedar Swamp Road to the 497-501 Middle development.
497-501
Middle and Cedar Swamp Road are located less than a mile from the main college campus at the University of Connecticut (“UConn”)
in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts.
UConn ranked 26th among “top public universities” nationally in the 2022 U.S. New & World Report (“U.S. News”)
collegiate rankings, and, based on a fact sheet published by UConn, over 18,000 undergraduate students attended college at the Storrs
campus in 2021, with nearly a quarter of those students living off campus. According to U.S. News, UConn has one of the worst housing units to student
ratios of major universities in the U.S.
900
8th Avenue South – Nashville, Tennessee – 900 8th Avenue South (“900 8th Avenue South” or “Nashville
No. 1”) is a 3.2-acre land assemblage, which we acquired for an aggregate purchase price of $19.7 million, inclusive of transaction
costs.
In
connection with our acquisition of Nashville No. 1, an unaffiliated third party (the “JV Partner”) assigned the purchase
and sale agreement for 900 8th Avenue South together with a previously paid property deposit to the indirect holding company for 900
8th Avenue South in exchange for the JV Partner’s deemed initial capital contribution and a promissory note (the “900 Eighth
Promissory Note”) in the amount of $0.2 million and bearing interest at the greater of (i) 1% per annum, or (ii) the short-term
adjusted applicable federal rate for the current month for purposes of Section 1288(b) of the U.S. Internal Revenue Code of 1986, as
amended (the “Code”). The 900 Eighth Promissory Note was repaid in full in April 2022.
A
2022 report published by PricewaterhouseCoopers ranked Nashville as the number one real estate market, with the best overall real estate
prospects and one of the fastest-growing metro areas. Nashville is headquarters to a diverse group of Fortune 1000 companies, such as
HCA Healthcare, Dollar General, Community Healthy Systems, Delek, Tractor Supply, Brookdale Senior Living, Acadia Healthcare, Cracker
Barrel, Louisiana-Pacific and Genesco. It is also home to a number of colleges and universities, such as Tennessee State University,
Vanderbilt University, Belmont University, Fisk University, Trevecca Nazarene University and Lipscomb University. Nashville is the largest
apartment market in the state of Tennessee, and as of the end of the first quarter the Nashville apartment market had an 89.8% occupancy rate. While COVID-19 disrupted
economic growth trends in Nashville, the metro has seen job growth return over the past several months, with the Wall Street Journal recently ranking Nashville as the country’s hottest job market among
nearly 400 metro areas.
Nashville
No. 1 is located in central Nashville at the north end of the 8th Avenue south district, within walking distance of a number of popular
retail, dining and nightlife establishments in downtown Nashville.
1700
Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a
former gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an
aggregate purchase price of $6.9 million, inclusive of transaction costs. We currently anticipate that 1700 Main will be redeveloped
into approximately 260-apartment home community consisting of one-bedroom, two-bedroom and three-bedroom units, with approximately
6,400 square feet of retail space located on the first two levels. We anticipate that 1700 Main will consist of a 10-story podium
style building with a 3-story, 330-space garage and 7 stories of apartments above, including a clubroom, fitness center and
courtyard with a swimming pool, as well as a leasing office. We have placed the development of 1700 Main on hold
pending re-zoning by the City of Sarasota. We have engaged an architectural firm for conceptual studies so that we can prepare a
design to present to the City of Sarasota for approval once the re-zoning is complete.
U.S.
News & World Report ranked Sarasota as the 5th best place to live in the United States for 2023-2024, number two among the fastest
growing places in the U.S., and the 11th best place to retire. Sarasota is headquarters to a diverse group of large companies, such as
Boar’s Head Provisions, CAE Healthcare, PGT Innovations, Tervis, Sun Hydraulics and Voalte. The Sarasota area also has a large
number of universities including the University of Southern Florida, Florida State University’s College of Medicine campus, Ringling
College, State College of Florida, Keiser College and New College of Florida. According to the U.S. Department of Housing and Urban Development
(HUD), the housing demand for the Northport-Sarasota-Bradenton MSA is forecast to be 11,950 new units through August 2023, but only 3,250
housing units are expected to be delivered in that timeframe causing a short fall of 8,700 units by the completion of construction.
1700
Main is located within the historic downtown Sarasota area along Main Street, in a high foot traffic area next to a number of popular
restaurants and retail establishments.
Nashville
No. 2 – Nashville, Tennessee – Our second investment in Nashville, Tennessee (“Nashville No. 2”) is an approximately
8.0-acre site, consisting of two industrial buildings and associated parking, which we acquired for an aggregate purchase price of $21.0
million, inclusive of transaction costs. We currently anticipate that Nashville No. 2 will be redeveloped into mixed-use residential
community consisting of studio, one-bedroom, two-bedroom and three-bedroom apartments. The buildings will have a fitness center, game
room, co-working spaces, outdoor heated saltwater swimming pool, riverfront courtyards and rooftop terraces as well as a leasing office.
Nashville
No. 3 – Nashville, Tennessee – Our third investment in Nashville, Tennessee, is an approximately 1.7-acre site consisting
of a single-story, 10,000 square foot retail building and associated parking lot, which we acquired for an aggregate purchase price of
$2.1 million, inclusive of transaction costs. The building is leased back to the seller through November 2023, with the ability to continue
month to month thereafter.
Nashville
No. 4 – Nashville, Tennessee – Our fourth investment in Nashville, Tennessee, is an approximately 5.9-acre site consisting
of an industrial building, which we acquired for an aggregate purchase price of $16.4 million, inclusive of transaction costs. The building
is leased back to the seller through June 2024. We currently anticipate that Nashville No. 4 will be redeveloped into a mixed-use residential
community consisting of studio, one-bedroom, two-bedroom and three bedroom apartments.
Storrs
Road – Storrs, Connecticut – Storrs Road (“Storrs Road”) is a 9.0-acre parcel of land near UConn,
which we acquired for an aggregate purchase price of $0.1 million, inclusive of transaction costs. We currently anticipate holding Storrs
Road for future multifamily development.
1750
Storrs Road - Storrs, Connecticut – 1750 Storrs Road (“1750 Storrs”) is an approximately 19.0-acre development site near
UConn, which we acquired for an aggregate purchase price of $5.5 million, inclusive of transaction costs.
We
currently anticipate that 1750 Storrs will be developed into a multifamily mixed-use development, featuring one-bedroom, two-bedroom
and three-bedroom apartments. Amenities are anticipated to include a clubhouse, with state-of-the-art fitness center, chef’s kitchen
and more.
901-909
Central Avenue North – St. Petersburg, Florida – 901-909 Central Avenue North (“901-909 Central Avenue”)
is a 0.13-acre site consisting of a single-story 5,328 gross square foot retail/office building comprised of 4 units located in St.
Petersburg, Florida, which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs.
Results
of Operations
The
following table sets forth information regarding our unaudited consolidated results of operations during the three and six months ended
June 30, 2023 and 2022 (amounts in thousands).
| |
Three Months | | |
| | |
| | |
Six Months | | |
| | |
| |
| |
Ended June 30, | | |
| | |
| | |
Ended June 30, | | |
| | |
| |
| |
2023 | | |
2022 | | |
$ Change | | |
% Change | | |
2023 | | |
2022 | | |
$ Change | | |
% Change | |
Revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Rental revenue | |
$ | 778 | | |
$ | 312 | | |
$ | 466 | | |
| 149 | % | |
$ | 1,275 | | |
$ | 641 | | |
$ | 634 | | |
| 99 | % |
Total revenue | |
| 778 | | |
| 312 | | |
| 466 | | |
| 149 | % | |
| 1,275 | | |
| 641 | | |
| 634 | | |
| 99 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Property expenses | |
| 989 | | |
| 924 | | |
| 65 | | |
| 7 | % | |
| 2,007 | | |
| 1,831 | | |
| 176 | | |
| 10 | % |
General and administrative | |
| 1,216 | | |
| 1,473 | | |
| (257 | ) | |
| (17 | )% | |
| 2,987 | | |
| 3,114 | | |
| (127 | ) | |
| (4 | )% |
Depreciation and amortization | |
| 688 | | |
| 266 | | |
| 422 | | |
| 159 | % | |
| 1,200 | | |
| 550 | | |
| 650 | | |
| 118 | % |
Impairment of real estate | |
| 2,166 | | |
| — | | |
| 2,166 | | |
| 100 | % | |
| 2,166 | | |
| — | | |
| 2,166 | | |
| 100 | % |
Total expenses | |
| 5,059 | | |
| 2,663 | | |
| 2,396 | | |
| 90 | % | |
| 8,360 | | |
| 5,495 | | |
| 2,865 | | |
| 52 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other income (loss) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| 1 | | |
| 549 | | |
| (548 | ) | |
| (100 | )% | |
| 1 | | |
| 1,050 | | |
| (1,049 | ) | |
| (100 | )% |
Other income (expense) | |
| 209 | | |
| (19 | ) | |
| 228 | | |
| (1200 | )% | |
| 206 | | |
| (26 | ) | |
| 232 | | |
| (892 | )% |
Total other income (loss) | |
| 210 | | |
| 530 | | |
| (320 | ) | |
| (60 | )% | |
| 207 | | |
| 1,024 | | |
| (817 | ) | |
| (80 | )% |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (4,071 | ) | |
| (1,821 | ) | |
| (2,250 | ) | |
| 124 | % | |
| (6,878 | ) | |
| (3,830 | ) | |
| (3,048 | ) | |
| 80 | % |
Provision for income taxes | |
| — | | |
| (111) | | |
| 111 | | |
| (100 | )% | |
| — | | |
| (111 | ) | |
| 111 | | |
| (100 | )% |
Net loss | |
| (4,071 | ) | |
| (1,932 | ) | |
| (2,139 | ) | |
| 111 | % | |
| (6,878 | ) | |
| (3,941 | ) | |
| (2,937 | ) | |
| 75 | % |
Net (income) loss attributable to noncontrolling interests | |
| (9 | ) | |
| 46 | | |
| (55 | ) | |
| (120 | )% | |
| (12 | ) | |
| 39 | | |
| (51 | ) | |
| (131 | )% |
Net loss attributable to Belpointe PREP, LLC | |
$ | (4,080 | ) | |
$ | (1,886 | ) | |
$ | (2,194 | ) | |
| 116 | % | |
$ | (6,890 | ) | |
$ | (3,902 | ) | |
$ | (2,988 | ) | |
| 77 | % |
Revenue
Rental
Revenue
During
the three and six months ended June 30, 2023 as compared to the same period in 2022, rental revenue increased by $0.5 million and $0.6
million, respectively. This increase is primarily due to the acceleration of below-market lease intangibles during the current year periods
as a result of tenants vacating 901-909 Central Avenue and due to our acquisition of additional properties during 2022.
Expenses
Property
Expenses
During
the three and six months ended June 30, 2023 and 2022, property expenses consisted of management fees, property operational
expenses, real estate taxes, and utilities and insurance expenses incurred in relation to our property acquisitions. During the
three and six months ended June 30, 2023, as compared to the same period in 2022, property expenses increased by $0.1 million and
$0.2 million, respectively. This increase is primarily due to our acquisition of additional properties during 2022.
General
and Administrative
During
the three and six months ended June 30, 2023 and 2022, general and administrative expenses primarily consisted of employee cost sharing
expenses (pursuant to our management agreement and employee and cost sharing agreement), marketing expenses, legal, audit, tax and accounting
fees. During the three and six months ended June 30, 2023 as compared to the same period in 2022, general and administrative expenses
decreased by $0.3 million and $0.1 million, respectively. This decrease is primarily due to lower marketing costs.
Depreciation
and Amortization
During
the three and six months ended June 30, 2023 as compared to the same period in 2022, depreciation and amortization increased by $0.4
million and $0.7 million, respectively. This increase is primarily due to our acquisition of operating properties during 2022 as well
as the acceleration of in-place lease intangibles during the current year periods as a result of tenants vacating 901-909 Central Avenue.
Impairment
of Real Estate
During
the three and six months ended June 30, 2023, we recorded an impairment charge of $2.2 million
based on the estimated selling price of one of our real estate assets. The impairment charge was determined based
on our conclusion that the estimated fair market value of the real estate asset was lower than the carrying value, and as a result we
reduced the carrying value to the fair market value.
Other
Income (Loss)
Interest Rate Derivatives
On
May 12, 2023, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $130.0
million in principal amount with Bank OZK, which is secured by 1991 Main, and, as required under the terms of the loan agreement.
During the three and six months ended June 30, 2023, we recognized a unrealized gain of $0.2 million in the line item Other
income (expense). Please see “Note 9 – Fair Value of Financial Instruments” in our unaudited consolidated
financial statements in this Form 10-Q for additional information regarding our interest rate cap agreement.
Interest
Income
On
September 30, 2021, we lent approximately $3.5 million to CMC pursuant to the terms of a secured promissory note bearing interest at
an annual rate of 12.0% and due and payable on June 27, 2022 (the “CMC Loan”). On June 28, 2022, the CMC Loan was repaid
in full, including accrued interest of $0.3 million.
On
January 3, 2022, we provided a $30.0 million commercial mortgage loan to Norpointe, LLC (“Norpointe”), an affiliate of our
Chief Executive Officer, pursuant to the terms of a secured promissory note bearing interest at an annual rate of 5.0% and due and payable
on December 31, 2022 (the “Norpointe Loan”). On June 28, 2022, for purposes of complying with the qualified opportunity fund
requirements under the Code and related Treasury Regulations, we restructured the Norpointe Loan through an indirect majority-owned subsidiary
(the “Restructured Norpointe Loan”). The Restructured Norpointe Loan was evidenced by a secured promissory note bearing interest
at an annual rate of 5.0%, due and payable on June 28, 2023. On December 13, 2022, the Restructured Norpointe Loan was repaid in full,
including accrued interest of less than $0.1 million.
On
February 23, 2022, we provided an approximately $5.0 million commercial mortgage loan to Visco Propco, LLC (“Visco”) pursuant
to the terms of a secured promissory note bearing interest at an annual rate of 6.0% and due and payable on February 18, 2023 (the “Visco
Loan”). On December 2, 2022, the Visco Loan was repaid in full, including accrued interest of $0.2 million.
During
the three and six months ended June 30, 2022, interest income was $0.5 million $1.1 million , respectively, and is primarily related
to interest of $0.4 million and $0.7 million, respectively, earned on the Norpointe Loan, less than $0.1 million and $0.2 million, respectively, earned on the CMC
Loan, and $0.1 million and $0.1 million, respectively, earned on the Visco Loan. There was no comparable activity during the three and six months ended
June 30, 2023 since all loans were repaid in full during 2022.
Liquidity
and Capital Resources
Our
primary needs for liquidity and capital resources are to fund our investments, including construction and development costs, pay our
Public Offering and operating fees and expenses, pay any distributions that we make to the holders of our units and pay interest on any
outstanding indebtedness that we incur.
Our
Public Offering and operating fees and expenses include, among other things, legal, audit and valuation fees and expenses, federal and
state filing fees, SEC, FINRA and NYSE filing fees, commissions to our Dealer Manager and selling group members, printing expenses, administrative
fees, transfer agent fees, marketing and distribution fees, the management fee that we pay to our Manager, and fees and expenses related
to acquiring, financing, appraising, and managing our commercial real estate properties. We do not have office or personnel expenses
as we do not have any employees.
Where
our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our liquidity and capital
resource needs by advancing us Public Offering and operating fees and expenses, we reimburse our Manager and its affiliates, including
our Sponsor, pursuant to the terms of our management agreement and employee and cost sharing agreement. Fees payable and expenses reimbursable
to our Manager and its affiliates, including our Sponsor, may be paid, at the election of the recipient, in cash, by issuance of our
Class A Units at the then-current NAV, or through some combination of the foregoing. There were no organization or Primary Offering fees
and expenses incurred by our Manager and its affiliates during the three and six months ended June 30, 2023 and 2022. During the three
months ended June 30, 2023 and 2022, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.6 million
and $0.4 million, respectively, on our behalf. During the six months ended June 30, 2023 and 2022, our Manager and its affiliates, including
our Sponsor, incurred operating expenses of $1.3 million and $0.9 million, respectively, on our behalf.
During
the year ended December 31, 2022, our indirect majority-owned subsidiary entered into a construction management agreement for the development
of 1991 Main. For additional details regarding our acquisition of 1991 Main, see “—Our Investments—1991 Main Street – Sarasota Florida (Astor & Links).” The construction management agreement contains terms and conditions that are customary for a
project of this type and will be subject to guaranteed maximum price. As of June 30, 2023, we had an unfunded capital commitment of $109.3
million under the terms of this agreement. We currently anticipate that the remaining funding for construction and soft costs associated
with the development of 1991 Main will be a minimum of $155.5 million (inclusive of the aforementioned unfunded capital commitment).
During the three
months ended June 30, 2023, our indirect
majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $130.0 million in principal amount to
fund the development of 1991 Main. Advances under the construction loan bear interest at a per annum rate equal to the one-month
term SOFR plus 3.45%, subject to a minimum all-in per annum rate of 8.51%. The construction loan has an initial maturity date of May
12, 2027 and contains a one-year extension option, subject to certain restrictions. As of June 30, 2023, we have drawn down
less than $0.1 million on the construction loan. Please see “Note 8 – Debt” in our unaudited consolidated financial statements in this Form 10-Q for additional information regarding
the construction loan.
During the three
months ended June 30, 2023, our indirect majority-owned subsidiary entered into a construction management agreement for the
development of 1000 First. For additional details regarding our acquisition of 1000 First, see “—Our
Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (Viv).” The
construction management agreement contains terms and conditions that are customary for a project of this type and will be subject to
guaranteed maximum price. As of June 30, 2023, we had an unfunded capital commitment of $48.7 million under the terms of this
agreement. We currently anticipate that the remaining funding for construction and soft costs associated with the development of
1000 First will be a minimum of approximately $156.7 million (inclusive of the aforementioned unfunded capital
commitment).
We
expect to obtain the liquidity and capital resources that we need over the short and long-term from the proceeds of our Public Offerings
and any future offerings that we may conduct, from the advancement of reimbursable fees and expenses by our Manager and its affiliates,
including our Sponsor, from secured or unsecured financings from banks and other lenders and from any undistributed funds from operations.
For additional details regarding our Public Offerings, see “—Overview” and “Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds—Use of Proceeds from Registered Sales of Securities.”
We
currently anticipate that our available capital resources, including the proceeds from our Public Offerings and the proceeds from any
construction or other loans that we may incur, when combined with cash flow generated from our operations, will be sufficient to meet
our anticipated working capital and capital expenditure requirements over the next 12 months and beyond.
Leverage
We
employ leverage in order to provide more funds available for investment. We believe that careful use of conservatively structured leverage
will help us to achieve our diversification goals and potentially enhance the returns on our investments.
Our
targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment,
after we have acquired a substantial portfolio of stabilized commercial real estate, is between 50-70% of the greater of the cost (before
deducting depreciation or other non-cash reserves) or fair market value of our assets. During the period when we are acquiring, developing
and redeveloping our investments, we may employ greater leverage on individual assets. An example of property-level leverage is a mortgage
loan secured by an individual property or portfolio of properties incurred or assumed in connection with our acquisition of such property
or portfolio of properties. An example of debt at the Company level is a line of credit obtained by us or our Operating Companies.
Our
Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs
of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and
acquisition opportunities or other factors. There is no limit on the amount we may borrow with respect to any individual property or
portfolio.
Cash
Flows
The
following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash during the six months ended
June 30, 2023 and 2022 (amounts in thousands):
| |
Six Months Ended June 30, | |
| |
2023 | | |
2022 | |
Cash flows used in operating activities | |
$ | (3,422 | ) | |
$ | (2,954 | ) |
Cash flows used in investing activities | |
| (51,637 | ) | |
| (52,867 | ) |
Cash flows provided by financing activities | |
| 185 | | |
| 12,007 | |
Net decrease in cash and cash equivalents and restricted cash | |
$ | (54,874 | ) | |
$ | (43,814 | ) |
As
of June 30, 2023 and 2022, cash and cash equivalents and restricted cash totaled approximately $90.1 million and $148.5 million, respectively.
Cash
flows used in operating activities during the six months ended June 30, 2023 primarily relates to the payment of management fees and
employee cost sharing expenses as well as payments for legal, marketing, and accounting fees. Cash flows used in operating activities
during the six months ended June 30, 2022 primarily relates to the payment of management fees and employee cost sharing expenses as well
as payments for legal, marketing, and accounting fees. These outflows were partially offset by interest received on our Norpointe Loan
and CMC Loan during the period. For additional details regarding our Norpointe Loan and CMC Loan see “—Results of Operations—Other Income (Loss)—Interest Income.”
Cash
flows used in investing activities during the six months ended June 30, 2023 primarily relates to funding costs for our development properties.
For additional details regarding our development properties, see “—Our Investments.” Cash flows used in investing activities
during the six months ended June 30, 2022 primarily relates to funding of loan receivables in addition to funding costs for our development
properties and investments in real estate. For additional details regarding our loans receivables see “—Results of Operations—Other Income (Loss)—Interest Income.”
Cash
flows used in financing activities for the six months ended June 30, 2023 primarily relates to net proceeds received from or Primary
Offering partially offset by deferred financing costs paid in connection with obtaining a construction loan for our 1991 Main investment.
Cash flows provided by financing activities for the six months ended June 30, 2022 primarily relates to net proceeds received from the
Primary Offering partially offset by the repayment of the Acquisition Loan. For additional details regarding our Public Offerings, see
“—Overview” and “Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds—Use of Proceeds from Registered Sales of Securities.”
Critical
Accounting Policies
The
unaudited consolidated financial statements in this Form 10-Q have been prepared in accordance with generally accepted accounting principles
in the United States of America. The preparation of these unaudited consolidated financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates
and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to
be reasonable under the circumstances. Our actual results could differ from these estimates.
Our
significant accounting policies are described in “Note 2—Summary of Significant Accounting Policies,”
in our unaudited consolidated financial statements in this Form 10-Q. There have been no changes to our significant accounting policies
and estimates during the six months ended June 30, 2023 as compared to those disclosed in “Note 3—Summary of Significant
Accounting Policies” included in our Annual Report for the year ended December 31, 2022, a copy of which may be accessed here.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
are a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, and as a result are not required to provide the information
required by this Item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
An
evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act), as of
the end of the period covered by this Form 10-Q, was undertaken by management, with the participation of our principal executive officer
and principal financial officer. Based on this evaluation, our principal executive officer and principal financial officer have concluded
that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures (i) were effective to ensure that
the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified by SEC rules and forms, and (ii) include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated
and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period
covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2023,
neither we nor any of our subsidiaries were subject to any material legal proceedings nor were we aware of any material legal proceedings
threatened against us or any of our subsidiaries.
Item
1A. Risk Factors
There
have been no material changes to the risk factors disclosed in Part I, Item 1A under the heading “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2022 (our “Annual Report”), a copy of which may be accessed here.
You should carefully consider the risk factors set forth in our Annual Report and be aware that these risk factors and other information
may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial
also may materially adversely affect our business, financial condition or operating results.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered
Sales of Securities
During
the three months ended June 30, 2023, we did not sell any equity securities that were not registered under the Securities Act of 1933,
as amended (the “Securities Act”).
Use
of Proceeds from Registered Sales of Securities
On
September 30, 2021, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our registration statement
on Form S-11, as amended (File No. 333-255424), registering the offer and sale of our ongoing initial public offering of up to $750,000,000
of our Class A units on a continuous “best efforts” basis at an initial price of $99.82 per Class A unit (our “Primary
Offering”), of which $518,811,950 remained unsold as of June 30, 2023.
On
May 9, 2023, the SEC declared effective our registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on
Registration Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best
efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities
Act, including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering” and,
together with our Primary Offering, our “Public Offerings”). In addition, the Follow-on Registration Statement constitutes
a post-effective amendment to the registration statement for our Primary Offering.
In
connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC
(“Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer
Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling
group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We will pay our Dealer Manager
commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A
units sold in our Public Offerings.
The
purchase price for Class A units in our Public Offerings will be the lesser of (i) the current net asset value (the “NAV”)
of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”)
during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading
and trading in our Class A units occurred. As of May 31, 2023 the assumed NAV of our Class A units was equal to $99.82 per Class A unit.
Our Manager will calculate our NAV within approximately 60 days of the last day of each quarter (the “Determination Date”).
Any adjustment to our NAV will take effect as of the first business day following its public announcement. Our adjusted NAV will be equal
to our adjusted NAV as of the Determination Date (rounded to the nearest dollar) divided by the number of Class A units outstanding on
the Determination Date.
We
will file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit. Additionally, if a material
event occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more from the most recently disclosed NAV,
we will disclose the updated price and the reason for the change in prospectus supplement as promptly as reasonably practicable.
From
the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2022,
we issued 2,273,339 Class A units in our Primary Offering, raising net offering proceeds of $226.0 million. During the six months ended
months ended June 30, 2023, we issued 43,403 Class A units in connection with our Primary Offering. Together with the gross proceeds
raised in Belpointe REIT’s prior offerings, as of June 30, 2023, we have raised aggregate gross offering cash proceeds of $350.2
million.
The
following tables summarize certain information about the Primary Offering proceeds and our use of proceeds, including direct or indirect
payments to our directors, officers, affiliates or to any person owning 10% or more of any class of our equity securities as of June
30, 2023:
Offering proceeds | |
| |
Class A units sold | |
| 2,316,742 | |
Gross offering proceeds | |
$ | 231,178,050 | |
Selling commissions | |
| — | |
Offering costs (1) (2) (3) | |
| 1,580,867 | |
Net offering proceeds | |
$ | 229,597,183 | |
(1) |
Includes
$0.3 million of reimbursements to an affiliate for costs incurred on our behalf. |
(2) |
Direct
or indirect payments of $1.3 million have been made to others, including payments for legal, accounting, transfer agent, FINRA, and
filing fees, as of June 30, 2023. |
(3)
|
Includes
all offering costs incurred by the Company in connection with any offer and sale of securities by the Company. |
Uses of net offering proceeds (in thousands) | |
| |
Purchases and development of real estate (1) | |
$ | 80,962 | |
Funding of loans receivable (2) | |
| 34,955 | |
Working capital (3) (4) | |
| 14,431 | |
| |
$ | 130,348 | |
(1) |
Includes
direct or indirect payments of $9.5 million to directors, officers and affiliates as of June 30, 2023 predominantly for development
fees, insurance premiums, and employee reimbursement expenditures. |
(2) |
Includes
direct payment of $30.0 million to Norpointe, an affiliate of our Chief Executive Officer. Please see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Other Income (Loss)—Interest Income” for additional detail regarding the Norpointe Loan. |
(3) |
Includes
direct or indirect payments of $6.9 million to directors, officers and affiliates as of June 30, 2023 for management fees, insurance
premiums and employee cost sharing expenses (pursuant to our management agreement and employee and cost sharing agreement). Please
see “Note 3 – Related Party Arrangements” in our unaudited consolidated financial statements in this Form 10-Q
for additional information regarding fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates. |
(4) |
Includes
direct or indirect payments of $2.3 million to others, including payments for legal, accounting, marketing, transfer agent and filing
fees, as of June 30, 2023. |
Item
3. Defaults Upon Senior Securities
Not
Applicable.
Item
4. Mine Safety Disclosures
Not
Applicable.
Item
5. Other Information
None.
Item
6. Exhibits
*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
BELPOINTE
PREP, LLC |
|
|
|
Date:
August 11, 2023 |
By: |
/s/
Brandon E. Lacoff |
|
|
Brandon
E. Lacoff |
|
|
Chief
Executive Officer and Chairman of the Board |
|
|
(Principal
Executive Officer) |
|
|
|
Date:
August 11, 2023 |
By: |
/s/
Martin Lacoff |
|
|
Martin
Lacoff |
|
|
Chief
Strategic Officer, Principal Financial Officer and Director |
|
|
(Principal
Financial Officer) |
Exhibit
31.1
CERTIFICATION
I, Brandon E. Lacoff, certify that:
1. I have reviewed
this Quarterly Report on Form 10-Q of Belpointe PREP, LLC;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s
other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in
this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant
deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
BELPOINTE
PREP, LLC |
|
|
|
Date:
August 11, 2023 |
By: |
/s/
Brandon E. Lacoff |
|
|
Brandon
E. Lacoff |
|
|
Chief
Executive Officer and Chairman of the Board |
|
|
(Principal
Executive Officer) |
Exhibit 31.2
CERTIFICATION
I, Martin Lacoff, certify that:
1. I have reviewed this Quarterly
Report on Form 10-Q of Belpointe PREP, LLC;
2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other
certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c) Evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report
any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other
certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
BELPOINTE
PREP, LLC |
|
|
|
Date:
August 11, 2023 |
By: |
/s/
Martin Lacoff |
|
|
Martin
Lacoff |
|
|
Chief Strategic Officer, Principal Financial Officer
and Director |
|
|
(Principal
Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly
Report on Form 10-Q of Belpointe PREP, LLC (the “Company”) for the period ended June 30, 2023
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in
the Report fairly presents, in all material respects, the financial condition and results of operations of the Company
|
BELPOINTE PREP, LLC |
|
|
|
Date:
August 11, 2023 |
By: |
/s/ Brandon E. Lacoff |
|
|
Brandon E. Lacoff |
|
|
Chief Executive Officer and Chairman of the Board |
|
|
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly
Report on Form 10-Q of Belpointe PREP, LLC (the “Company”) for the period ended June 30, 2023
as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. §1350,
as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The Report fully complies with
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company
|
BELPOINTE PREP, LLC |
|
|
|
Date:
August 11, 2023 |
By: |
/s/ Martin Lacoff |
|
|
Martin Lacoff |
|
|
Chief Strategic Officer, Principal Financial Officer and Director |
|
|
(Principal Financial Officer) |
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