Greenwich, CT, Oct. 09, 2025 (GLOBE NEWSWIRE) -- Belpointe PREP, LLC (“Belpointe OZ,” “we,” “us,” “our” or the “Company”) (NYSE American: OZ), a publicly traded qualified opportunity fund, today announced that it has closed on a refinance transaction for approximately $204.14 million with an affiliate of Affinius Capital LLC (“Affinius Capital”), an integrated institutional real estate investment firm, for the Company’s flagship Sarasota development, Aster & Links. A portion of the transaction proceeds have ...

St. Petersburg, FL, Oct. 06, 2025 (GLOBE NEWSWIRE) -- Belpointe PREP, LLC (“Belpointe OZ,” “we,” “us,” “our” or the “Company”) (NYSE American: OZ), a publicly traded qualified opportunity fund, today announced that leasing has officially begun at VIV, its premier mixed-use development in St. Petersburg, FL. VIV has received Temporary Certificates of Occupancy (“TCO”) for all units, paving the way for move-ins beginning in November 2025. Momentum is already strong, with multiple leases signed and hundreds of ...

Core Viewpoint - Valkea Resources has initiated its fall exploration program at the Paana Project in northern Finland, focusing on gold mineralization and has appointed Jens Rönnqvist as Exploration Manager to enhance its technical capabilities [1][3][8]. Exploration Program - The fully funded fall 2025 exploration program aims to systematically evaluate the Aarnivalkea West target and develop new high-priority target areas across the Paana Project [3]. - The Aarnivalkea West target is located approximately 24 km northwest of Agnico Eagle's Kittilä mine and 65 km northwest of Rupert Resource's Ikkari deposit, underlain by highly prospective rocks of the Central Lapland Greenstone belt [3][4]. - The target is considered prospective for both Kittila-style high-grade mineralization and Ikkari-style disseminated mineralization, with a broad and open 1.3 km long target area [3]. Drilling Activities - Diamond drilling will focus on the Koivu Zone at the Aarnivalkea West target, with plans for up to 2,000 meters of drilling in a series of step-out holes [4][5]. - Previous drill results include significant intersections such as 55.48 meters of 1.63 g/t gold and 36.45 meters of 1.50 g/t gold, indicating the potential for further mineralization [5][6]. - A project-wide base of till (BoT) drill program is scheduled to begin, aimed at evaluating high-priority gold anomalies and refining new drill targets [7]. Appointment of Exploration Manager - Jens Rönnqvist has been appointed as Exploration Manager for Finland, bringing over 20 years of experience in mineral exploration in the Nordics [8][9]. - Rönnqvist's background includes extensive work with major mining companies and a strong network within the Nordic mining industry, which will support Valkea's exploration efforts [10].

(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, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Delaware 84-4412083 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 255 Glenville Road Gre ...

Core Viewpoint - Valkea Resources Corp. is set to launch an aggressive exploration program in 2025, focusing on gold mineralization in its Lapland project portfolio, particularly the Aarnivalkea West target at the Paana Project [1][3][4]. Exploration Program - The 2025 exploration program is fully funded and aims to systematically evaluate the Aarnivalkea West target while developing new high-priority target areas across multiple projects [4][7]. - Drilling will initially target disseminated gold mineralization at the Koivu Zone, with plans to investigate a 500-meter gap between the Koivu and Honka zones [5][7]. Target Details - The Aarnivalkea West target is located approximately 24 km northwest of Agnico Eagle's Kittilä mine and 65 km northwest of Rupert Resource's Ikkari deposit, underlain by highly prospective rocks of the Central Lapland Greenstone belt [5][9]. - Previous exploration results include significant intercepts such as 55.48 meters of 1.63 g/t gold and 36.45 meters of 1.50 g/t gold, indicating high prospectivity for both Kittila-style and Ikkari-style mineralization [7][9]. Operational Support - GeoPool Oy has been re-engaged to manage and provide operational support for the exploration programs, leveraging their extensive experience in the Central Lapland district [12]. Company Overview - Valkea Resources is focused on gold exploration in Finland's Central Lapland Greenstone Belt, with a commitment to discovering and advancing significant gold deposits [13].

Core Insights - Belpointe PREP, LLC has announced that its mixed-use development project, VIV, in St. Petersburg, Florida, is approximately 85% complete and is expected to begin leasing later this year [1][3] Group 1: Project Overview - VIV is strategically located in downtown St. Petersburg and aims to become a landmark destination with residential units, modern amenities, and vibrant retail spaces [2][5] - The project is designed to meet the growing demand for high-quality living options in St. Petersburg, providing a unique opportunity for residents and businesses [2][5] Group 2: Company Commitment - The CEO of Belpointe OZ expressed excitement about the project's progress and emphasized the company's commitment to delivering exceptional developments in high-growth markets [3] - The project is part of Belpointe OZ's strategy to create long-term value for investors [3] Group 3: Company Profile - Belpointe OZ is a publicly traded qualified opportunity fund listed on NYSE American under the symbol "OZ" and has over 2,500 units in its development pipeline across four cities, with a total project cost exceeding $1.3 billion [6] - The company has filed registration statements with the SEC for the offer and sale of up to $1.5 billion of Class A units [7]

Core Insights - Belpointe PREP, LLC has announced that its mixed-use development project, VIV, in St. Petersburg, Florida, is approximately 85% complete and is expected to begin leasing later this year [1][3] Group 1: Project Overview - VIV is strategically located in downtown St. Petersburg and aims to become a landmark destination with residential units, modern amenities, and vibrant retail spaces [2][5] - The project is designed to meet the growing demand for high-quality living options in St. Petersburg, providing a unique opportunity for residents and businesses [2][5] Group 2: Company Commitment - The CEO of Belpointe OZ expressed excitement about the project's progress and emphasized the company's commitment to delivering exceptional developments in high-growth markets [3] - The project is part of Belpointe OZ's strategy to create long-term value for investors [3] Group 3: Company Profile - Belpointe OZ is a publicly traded qualified opportunity fund listed on NYSE American under the symbol "OZ" and has over 2,500 units in its development pipeline across four cities, with a total project cost exceeding $1.3 billion [6] - The company has filed registration statements with the SEC for the offer and sale of up to $1.5 billion of Class A units [7]

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Unaudited statements show a wider net loss and asset growth driven by real estate investments under construction [Consolidated Financial Statements](index=5&type=section&id=Consolidated%20Financial%20Statements) Financials reveal increased assets and liabilities, with a net loss doubling due to higher property and interest expenses Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$537,351** | **$517,591** | | Real estate, net | $505,722 | $485,276 | | Cash and cash equivalents | $22,953 | $24,737 | | **Total Liabilities** | **$241,647** | **$213,534** | | Debt, net | $203,321 | $177,017 | | **Total members' capital** | **$295,704** | **$304,057** | Consolidated Statement of Operations Highlights (in thousands) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Rental revenue | $1,739 | $337 | | Total expenses | $10,595 | $4,433 | | *Interest expense* | *$4,358* | *$721* | | **Net loss** | **($8,623)** | **($3,981)** | | **Net loss per unit** | **($2.35)** | **($1.10)** | Consolidated Statement of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($6,618) | ($6,628) | | Net cash used in investing activities | ($20,629) | ($37,865) | | Net cash provided by financing activities | $25,922 | $63,084 | | **Net (decrease) increase in cash** | **($1,325)** | **$18,591** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the company's business focus, public offerings, debt covenants, and a significant legal proceeding - The company's business is focused on identifying, acquiring, developing, and managing commercial real estate within "qualified opportunity zones" and is externally managed by Belpointe PREP Manager, LLC[24](index=24&type=chunk)[25](index=25&type=chunk) - The company is conducting a continuous "at the market" offering of up to **$750 million** in Class A units and has raised aggregate gross proceeds of **$357.6 million** from its public offerings[27](index=27&type=chunk)[29](index=29&type=chunk) - The company is subject to financial covenants, including maintaining liquid assets of no less than **$20.0 million** and a net worth of no less than **$130.0 million**, and was in compliance[84](index=84&type=chunk) - The company is a defendant in a lawsuit concerning a fraudulent **$3.0 million** loan and is vigorously defending the matter[107](index=107&type=chunk)[108](index=108&type=chunk)[110](index=110&type=chunk) Related Party Fees & Reimbursements (Q1 2025, in thousands) | Type | Amount | | :--- | :--- | | Costs incurred by Manager (G&A) | $747 | | Management fees (Property Exp.) | $825 | | Insurance | $122 | | Director compensation | $20 | | **Total Operating** | **$1,714** | | **Total Capitalized** | **$1,711** | Debt Summary (as of March 31, 2025, in thousands) | Loan | Type | Interest Rate | Maturity | Carrying Value | | :--- | :--- | :--- | :--- | :--- | | 1991 Main Mezzanine Loan | Fixed | 13.00% | May 2027 | $47,784 | | 900 8th Land Loan | Fixed | 9.50% | June 2025 | $10,000 | | 1991 Main Construction Loan | Variable | SOFR + 3.45% | May 2027 | $103,056 | | 1000 First Construction Loan | Variable | SOFR + 3.80% | June 2027 | $47,983 | | **Total Debt (Gross)** | | | | **$208,823** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its investment portfolio, development progress, and operational results, confirming sufficient liquidity [Our Investments](index=30&type=section&id=Our%20Investments) The investment portfolio is concentrated in qualified opportunity zones, with two major mixed-use projects underway - **Aster & Links (Sarasota, FL):** A major mixed-use development with 424 luxury residential units and retail space, which has substantially completed construction and begun lease-up[130](index=130&type=chunk)[131](index=131&type=chunk) - **Viv (St. Petersburg, FL):** A development with 269 apartment homes, which was **84% complete** as of March 31, 2025, with expected completion in H2 2025[140](index=140&type=chunk)[141](index=141&type=chunk) - **Financing for Key Projects:** The company has secured a **$130.0M** construction loan and a **$56.4M** mezzanine loan for Aster & Links, and a **$104.0M** construction loan for Viv[135](index=135&type=chunk)[137](index=137&type=chunk)[146](index=146&type=chunk) - The company holds a significant portfolio in Nashville, TN, including 3.2 acres approved for mixed-use and other parcels rezoned for high-density development[155](index=155&type=chunk)[157](index=157&type=chunk)[161](index=161&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) The quarterly net loss widened due to increased interest and depreciation as a key project became operational - Interest expense increased to **$4.4 million** in Q1 2025 from $0.7 million in Q1 2024, primarily due to no longer capitalizing interest on a major project[174](index=174&type=chunk) - Depreciation and amortization increased by **$1.6 million** year-over-year due to placing fixed assets in service at the Aster & Links project[176](index=176&type=chunk) Segment Net Operating Income (NOI) (in thousands) | Segment | Q1 2025 NOI | Q1 2024 NOI | Change | | :--- | :--- | :--- | :--- | | Commercial | ($59) | $63 | ($122) | | Mixed-use | ($81) | ($302) | $221 | | **Total Segment NOI** | **($140)** | **($239)** | **$99** | [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company outlines its liquidity sources, capital commitments, and leverage targets, affirming near-term sufficiency - As of March 31, 2025, the company had unfunded capital commitments totaling **$8.6 million** for the Aster & Links project and **$34.1 million** for the Viv project[184](index=184&type=chunk)[185](index=185&type=chunk) - The company's targeted aggregate property-level leverage, after acquiring a substantial stabilized portfolio, is between **50-70%** of the greater of cost or fair market value[188](index=188&type=chunk) - Management believes that current resources will be sufficient to meet liquidity and capital requirements for the next **12 months**[182](index=182&type=chunk) Cash Flow Summary (Q1 2025 vs Q1 2024, in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($6,618) | ($6,628) | | Net cash used in investing activities | ($20,629) | ($37,865) | | Net cash provided by financing activities | $25,922 | $63,084 | | **Net Change in Cash** | **($1,325)** | **$18,591** | [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide information for this item - As a smaller reporting company, the registrant is not required to provide the information required by this Item[195](index=195&type=chunk) [Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were deemed effective, with no material changes to internal controls during the quarter - Management concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[196](index=196&type=chunk) - **No material changes** to the company's internal control over financial reporting occurred during the first quarter of 2025[196](index=196&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is defending a lawsuit related to a fraudulent loan obtained against one of its properties - The company is involved in litigation with The Galinn Fund LLC over a **$3.0 million** loan secured by a company property, which it alleges was obtained fraudulently by a former affiliate[199](index=199&type=chunk)[200](index=200&type=chunk) - The company maintains that the loan resulted from the former affiliate's fraud and the lender's negligence, disputes any liability, and is **vigorously defending the case**[201](index=201&type=chunk)[202](index=202&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported for the period - There have been **no material changes** to the risk factors disclosed in the company's Annual Report for the year ended December 31, 2024[203](index=203&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company details the use of proceeds from its registered public offerings, primarily for real estate development - During Q1 2025, the company sold 4,215 Class A units through its registered public offerings for aggregate gross proceeds of **$270,013**[211](index=211&type=chunk) - Direct or indirect payments from offering proceeds to directors, officers, and affiliates totaled **$10.0 million** for development and **$9.6 million** for working capital[214](index=214&type=chunk)[215](index=215&type=chunk) Use of Net Offering Proceeds (as of March 31, 2025, in thousands) | Use of Proceeds | Amount | | :--- | :--- | | Purchases and development of real estate | $180,594 | | Funding of loans receivable | $34,955 | | Working capital | $21,301 | | **Total Used** | **$236,850** | [Other Items (Items 3, 4, 5)](index=43&type=section&id=Other%20Items%20(Items%203%2C%204%2C%205)) No defaults, mine safety issues, or other material information were reported for the quarter - Item 3 (Defaults Upon Senior Securities), Item 4 (Mine Safety Disclosures), and Item 5 (Other Information) are all noted as **"Not Applicable"** or have no information to report[217](index=217&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk)

Core Insights - Belpointe PREP, LLC has successfully leased approximately one-third of the residential units in its flagship asset, Aster & Links, a luxury apartment community in Sarasota, following its grand opening in early April [1][3] Company Overview - Belpointe OZ is a publicly traded qualified opportunity fund listed on NYSE American under the symbol "OZ" [6] - The company has over 2,500 units in its development pipeline across four cities, with a total project cost exceeding $1.3 billion [6] Aster & Links Features - Aster & Links is a 424-unit mixed-use luxury apartment community located in downtown Sarasota, offering one-, two-, and three-bedroom apartments with high-end amenities [2][5] - The community includes approximately 60,000 square feet of curated retail space featuring various retailers such as Sprouts Farmers Market® and Isabel Boutique [3]

[Part I - Business and Risk Factors](index=7&type=section&id=PART%20I) This section covers the company's business model as a publicly traded qualified opportunity fund, its real estate investments, financing strategies, and a comprehensive analysis of associated risks [Business Overview](index=7&type=section&id=Item%201.%20Business) Belpointe PREP, LLC operates as the sole publicly traded qualified opportunity fund, focusing on acquiring and developing commercial and mixed-use real estate within qualified opportunity zones, externally managed by Belpointe, LLC - The company is the only publicly traded qualified opportunity fund listed on a national securities exchange, focusing on real estate within qualified opportunity zones[27](index=27&type=chunk) - As of December 31, 2024, the company has raised aggregate gross offering cash proceeds of **$357.3 million** since inception[26](index=26&type=chunk) - The company is externally managed by Belpointe PREP Manager, LLC, an affiliate of its sponsor, Belpointe, LLC, which handles day-to-day operations and investment decisions[28](index=28&type=chunk)[29](index=29&type=chunk) - Primary investment objectives include capital preservation, paying consistent cash distributions, growing net cash from operations, and realizing growth in investment value[32](index=32&type=chunk)[36](index=36&type=chunk) [Investment Portfolio](index=10&type=section&id=Our%20Investments) The company's investment portfolio primarily comprises commercial and mixed-use properties in Florida, Connecticut, and Tennessee, including major developments like Aster & Links and Viv Key Development Projects | Project Name | Location | Description | Status / Key Details | | :--- | :--- | :--- | :--- | | **Aster & Links** | Sarasota, FL | 424 luxury residential units, ~51,000 sq. ft. retail | Construction completed, lease-up began in 2024. Sprouts Farmers Market is anchor tenant | | **Viv** | St. Petersburg, FL | 269 apartment units, ~15,500 sq. ft. retail | 72% complete as of Dec 31, 2024. Completion expected in H2 2025 | | **1701-1710 Ringling** | Sarasota, FL | Renovation of an 80,000 sq. ft. office building and parking | Existing tenant leased ~42,000 sq. ft. for a 20-year term | | **497-501 Middle** | Storrs, CT | Development of ~261 apartment homes | Located less than a mile from UConn campus | | **900 8th Ave South** | Nashville, TN | 3.2-acre site approved for mixed-use development | Maximum of 300 residential units and seven stories | [Financing and Corporate Policies](index=18&type=section&id=Financing%20and%20Policies) The company targets 50-70% property-level leverage for stabilized assets and maintains partnership and qualified opportunity fund status for tax efficiency - The company targets an aggregate property-level leverage between **50-70%** of the greater of cost or fair market value of its stabilized assets[89](index=89&type=chunk) - The company intends to maintain its status as a partnership for U.S. federal income tax purposes, relying on the Qualifying Income Exception under Section 7704 of the Code to avoid being taxed as a corporation[93](index=93&type=chunk)[95](index=95&type=chunk) - The company qualified as a qualified opportunity fund (QOF) for its taxable year ended December 31, 2020, and intends to continue to meet the requirements[42](index=42&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from its external management structure, real estate illiquidity, geographic concentration, significant debt, and potential loss of tax-advantaged status - **Organizational Risks:** The company has a limited operating history, is externally managed, and its management agreement was not negotiated at arm's length. The Sponsor does not hold a significant equity amount, potentially misaligning incentives[107](index=107&type=chunk)[120](index=120&type=chunk)[127](index=127&type=chunk) - **Investment & Market Risks:** Real estate investments are illiquid and subject to industry downturns, interest rate fluctuations, and inflation. The portfolio has geographic concentration in Florida, increasing susceptibility to local economic conditions and events like hurricanes[176](index=176&type=chunk)[184](index=184&type=chunk)[187](index=187&type=chunk) - **Financing Risks:** The company may incur significant debt, subjecting it to risks of default, restrictive covenants, and increased vulnerability to adverse economic conditions. Hedging against interest rate exposure may be costly and ineffective[226](index=226&type=chunk)[228](index=228&type=chunk)[233](index=233&type=chunk) - **Tax Risks:** Failure to maintain classification as a partnership for tax purposes would result in entity-level taxation, reducing cash available for distributions. Similarly, failing to meet the requirements of a qualified opportunity fund would cause investors to lose associated tax benefits[245](index=245&type=chunk)[249](index=249&type=chunk) - **Conflicts of Interest:** Conflicts exist between the company, its Manager, and affiliates. The Manager is responsible for calculating the NAV, which is the basis for its management fee. The company also enters into joint ventures and other transactions with affiliates[221](index=221&type=chunk)[224](index=224&type=chunk)[161](index=161&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[260](index=260&type=chunk) [Cybersecurity](index=57&type=section&id=Item%201C.%20Cybersecurity) The company relies on its Sponsor's IT systems and cybersecurity measures, with Board oversight, and has not experienced material impacts from cyber threats to date - The company relies on its Sponsor's IT systems and cybersecurity risk management policies[261](index=261&type=chunk) - The Board of Directors is responsible for oversight of cybersecurity risks, which are managed by the Manager[264](index=264&type=chunk) - As of the report date, cybersecurity threats have not had a material effect on the company's business, operations, or financial condition[263](index=263&type=chunk) [Legal Proceedings](index=57&type=section&id=Item%203.%20Legal%20Proceedings) The company is vigorously defending a lawsuit concerning a $3.0 million loan on its Storrs, Connecticut property, alleging the loan was fraudulently obtained - The Galinn Fund LLC filed a complaint against CMC Storrs SPV, LLC (a holding company for a company property) seeking to foreclose on a mortgage and collect damages related to a **$3.0 million** loan[269](index=269&type=chunk)[270](index=270&type=chunk) - The company maintains the loan was obtained through fraud by a former affiliate and negligence by the lender, and it disputes all liability[271](index=271&type=chunk)[272](index=272&type=chunk) [Part II - Market, Operations, and Financial Condition](index=59&type=section&id=PART%20II) This section details the company's equity market performance, use of offering proceeds, and a comprehensive analysis of its financial condition and operational results [Equity Market and Use of Proceeds](index=59&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A units trade on NYSE American, targeting 6-8% annual distributions, with $236.6 million in net proceeds primarily allocated to real estate development and loans receivable - Class A units are traded on the NYSE American under the symbol 'OZ'. As of March 28, 2025, there were **46 holders of record**[276](index=276&type=chunk)[277](index=277&type=chunk) - The company has not yet paid distributions but anticipates a target annual distribution rate of **6-8%** once operating cash flow is sufficient[278](index=278&type=chunk) Use of Net Offering Proceeds as of Dec 31, 2024 (in thousands) | Use of Proceeds | Amount | | :--- | :--- | | Funding of loans receivable | $34,955 | | Purchases and development of real estate | $180,594 | | Working capital | $21,031 | | **Total Net Proceeds Used** | **$236,580** | [Management's Discussion and Analysis (MD&A)](index=62&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company reported an increased net loss of $23.9 million in 2024, driven by higher interest and property expenses, with liquidity supported by cash, offering proceeds, and significant financing facilities Results of Operations (in thousands) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Total Revenue | $2,675 | $2,254 | | Total Expenses | $26,948 | $16,641 | | Interest Expense | $10,006 | $0 | | Net Loss | ($23,856) | ($14,362) | | Net Loss per Unit | ($6.56) | ($4.04) | - The increase in net loss was primarily due to **$10.0 million** in interest expense incurred in 2024 from new construction and mezzanine loans, which was not present in 2023[315](index=315&type=chunk) - Segment NOI for the Mixed-use segment decreased by **$1.1 million** due to the recent placement of the Aster & Links property in service, with initial operating expenses outpacing rental revenue during the lease-up phase[312](index=312&type=chunk) Cash Flow Summary (in thousands) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Cash flows used in operating activities | ($13,689) | ($6,945) | | Cash flows used in investing activities | ($138,089) | ($145,123) | | Cash flows provided by financing activities | $157,024 | $30,686 | - The company has significant unfunded capital commitments, including **$9.7 million** for the Aster & Links project and **$50.3 million** for the Viv project as of December 31, 2024[326](index=326&type=chunk)[328](index=328&type=chunk) [Part II - Financial Statements and Supplementary Data](index=69&type=section&id=PART%20II%20-%20Item%208) This section presents the company's consolidated financial statements, including balance sheets, statements of operations, and cash flows, along with detailed notes and auditor's opinion [Consolidated Financial Statements](index=69&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The 2024 consolidated financial statements show increased assets and liabilities due to real estate development and new debt, a net loss of $23.9 million, and an unqualified auditor's opinion Consolidated Balance Sheet Data (in thousands) | Account | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Real estate, net | $485,276 | $353,541 | | Total Assets | $517,591 | $382,117 | | Debt, net | $177,017 | $19,678 | | Total Liabilities | $213,534 | $57,053 | | Total Members' Capital | $304,057 | $325,064 | Consolidated Statement of Operations Data (in thousands) | Account | 2024 | 2023 | | :--- | :--- | :--- | | Rental Revenue | $2,675 | $2,254 | | Total Expenses | $26,948 | $16,641 | | Net Loss | ($23,856) | ($14,362) | | Loss per Class A unit | ($6.56) | ($4.04) | - The independent registered public accounting firm, Citrin Cooperman & Company, LLP, provided an unqualified opinion on the consolidated financial statements[345](index=345&type=chunk) [Notes to Consolidated Financial Statements](index=76&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail significant related-party transactions, $183.2 million in debt primarily from construction loans, and $59.9 million in unfunded commitments, with the Mixed-use segment holding most assets Fees and Expenses with Manager & Affiliates - 2024 (in thousands) | Type | Amount | | :--- | :--- | | Costs incurred by Manager (G&A) | $3,128 | | Management fees (Property Expense) | $2,705 | | Development fees & reimbursements (Capitalized) | $5,438 | | Insurance (Capitalized & Expensed) | $3,272 | Debt Summary as of Dec 31, 2024 (in thousands) | Loan | Maximum Facility | Outstanding Principal | | :--- | :--- | :--- | | 1991 Main Mezzanine Loan | $56,378 | $46,243 | | 900 8th Land Loan | N/A | $10,000 | | 1991 Main Construction Loan | $130,000 | $97,521 | | 1000 First Construction Loan | $104,000 | $29,468 | | **Total Debt** | | **$183,232** | - As of December 31, 2024, the company had aggregate unfunded construction commitments of **$59.9 million** for two development projects[487](index=487&type=chunk) - The Mixed-use segment comprised **$395.6 million** of the company's **$517.6 million** in total assets as of December 31, 2024[492](index=492&type=chunk) [Controls and Procedures](index=100&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2024, with no material changes reported - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were effective at the reasonable assurance level[501](index=501&type=chunk) - Based on an assessment using the COSO framework, management determined that the company's internal control over financial reporting was effective as of December 31, 2024[504](index=504&type=chunk) [Part III - Corporate Governance and Related Matters](index=101&type=section&id=PART%20III) This section outlines the company's corporate governance structure, including its Board of Directors, executive officers, compensation practices, security ownership, and related party transactions [Directors, Executive Officers, and Corporate Governance](index=101&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The company's governance structure includes a six-member Board with four independent directors, an Audit Committee, and an Executive Advisory Board, led by CEO Brandon E. Lacoff and CFO Martin Lacoff - The executive team includes Brandon E. Lacoff (CEO) and Martin Lacoff (CFO). They are father and son[509](index=509&type=chunk)[517](index=517&type=chunk) - The Board of Directors has six members: Brandon Lacoff, Martin Lacoff, Dean Drulias, Timothy Oberweger, Shawn Orser, and Ronald Young, Jr. Four of the six directors are independent[509](index=509&type=chunk)[564](index=564&type=chunk) - The Audit Committee is composed of three independent directors: Timothy Oberweger, Shawn Orser (Chair), and Ronald Young Jr[525](index=525&type=chunk) [Executive Compensation](index=106&type=section&id=Item%2011.%20Executive%20Compensation) As an externally managed entity, executive officers are compensated by the Manager, while non-employee directors each received $20,000 in cash compensation for 2024 - The company is externally managed and does not directly compensate its executive officers[530](index=530&type=chunk) - For the fiscal year 2024, each non-employee director received **$20,000** in cash compensation[531](index=531&type=chunk) [Security Ownership](index=106&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owner%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 28, 2025, CEO Brandon E. Lacoff controls all Class B and M units, while directors and officers own less than 1% of Class A units, with two institutional investors holding significant Class A stakes Beneficial Ownership as of March 28, 2025 | Name of Beneficial Owner | Class A Units (%) | Class B Units (%) | Class M Units (%) | | :--- | :--- | :--- | :--- | | **Brandon E. Lacoff** | <1% | 100% | 100% | | **All directors & officers as a group** | <1% | 100% | 100% | | **Empirical Wealth Management** | 7% | 0% | 0% | | **Precision Wealth Strategies, LLC** | 6% | 0% | 0% | [Related Party Transactions](index=107&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The company engages in significant related-party transactions with its Manager, Sponsor, and affiliates, including management fees, development fees, and loan agreements, all controlled by the CEO - The company pays its Manager a quarterly management fee equal to an annualized rate of **0.75% of NAV**. For 2024, this amounted to **$2.7 million**[556](index=556&type=chunk) - The Manager holds 100,000 Class B units, which entitle it to **5%** of any gain recognized or distributed by the company or its subsidiaries[558](index=558&type=chunk) - Affiliates of the Sponsor are entitled to development fees, which totaled **$4.2 million** in 2024, plus **$1.7 million** in employee reimbursement expenditures related to development projects[561](index=561&type=chunk)[563](index=563&type=chunk) - In 2024, the company entered into a **$3.0 million** revolving credit facility with Belpointe Development Holding, LLC, an affiliate of the CEO[547](index=547&type=chunk) [Principal Accountant Fees and Services](index=112&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Citrin Cooperman & Company, LLP served as the independent auditor, with $132,000 in audit fees for 2024, all pre-approved by the Audit Committee Accountant Fees | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit fees | $132,000 | $138,685 | | Tax fees | $0 | $0 | | **Total** | **$132,000** | **$138,685** | [Part IV - Exhibits and Signatures](index=113&type=section&id=PART%20IV) This section lists all exhibits and financial statement schedules filed as part of the Form 10-K, including key agreements and certifications [Exhibits and Financial Statement Schedules](index=113&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all documents filed as exhibits to the Form 10-K, including key agreements and certifications, with financial statement schedules omitted as not applicable - Key exhibits filed with the report include the Management Agreement, Employee and Cost Sharing Agreement, and various governance and financing documents[570](index=570&type=chunk)