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)

Part I [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company reported a net loss of $15.6 million for the nine months ended September 30, 2024, with assets growing to $495.7 million, primarily funded by new debt for real estate development [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets increased to $495.7 million as of September 30, 2024, driven by real estate growth and a significant rise in total debt to $144.1 million Consolidated Balance Sheets (in thousands) | Financial Item | September 30, 2024 (Unaudited, in thousands) | December 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Assets** | | | | Real estate, net | $463,821 | $353,541 | | Cash and cash equivalents | $23,990 | $20,125 | | **Total Assets** | **$495,675** | **$382,117** | | **Liabilities** | | | | Debt, net | $144,135 | $19,678 | | **Total Liabilities** | **$184,705** | **$57,053** | | **Members' Capital** | | | | Total members' capital | $310,970 | $325,064 | | **Total Liabilities and Members' Capital** | **$495,675** | **$382,117** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Net loss widened to $6.9 million in Q3 2024 and $15.6 million for the nine months, primarily due to increased interest and property expenses Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $860 | $468 | $1,581 | $1,743 | | Total Expenses | $7,799 | $3,782 | $17,365 | $12,142 | | - Interest Expense | $3,331 | $0 | $5,757 | $0 | | - Property Expenses | $2,083 | $1,020 | $4,775 | $3,027 | | Net Loss | $(6,924) | $(3,302) | $(15,622) | $(10,180) | | Net Loss per Class A unit | $(1.90) | $(0.92) | $(4.30) | $(2.87) | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash increased by $3.9 million for the nine months ended September 30, 2024, with $123.4 million from financing activities funding $110.8 million in real estate investments Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Nine Months Ended Sep 30, 2024 (in thousands) | Nine Months Ended Sep 30, 2023 (in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | $(8,710) | $(5,243) | | Net cash used in investing activities | $(110,785) | $(101,231) | | Net cash provided by financing activities | $123,425 | $1,189 | | **Net increase (decrease) in cash** | **$3,930** | **$(105,285)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail significant related-party transactions, a substantial increase in debt to **$151.1 million** for development, and **$83.8 million** in unfunded construction commitments - The company is focused on acquiring, developing, and managing commercial real estate within 'qualified opportunity zones' and is externally managed by Belpointe PREP Manager, LLC[26](index=26&type=chunk)[27](index=27&type=chunk) - The company has significant related-party transactions, including management fees, development fees, and reimbursements for operating and development costs paid to its Manager and affiliates. For the nine months ended Sep 30, 2024, these totaled over **$11.3 million** between operating expenses and capitalized costs[54](index=54&type=chunk) - Total debt increased significantly from **$23.1 million** at year-end 2023 to **$151.1 million** as of September 30, 2024, primarily from new construction and mezzanine loans to fund the Aster & Links and Viv projects[82](index=82&type=chunk) - As of September 30, 2024, the company had an aggregate unfunded commitment of **$83.8 million** related to its construction management agreements for the Viv and Aster & Links development projects[112](index=112&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses real estate development, noting the Aster & Links project's impact, increased debt for Viv, and sufficient liquidity for the next 12 months [Our Investments](index=27&type=section&id=Our%20Investments) The company's portfolio includes multifamily and mixed-use properties in Florida, Tennessee, and Connecticut, with key projects like the completed Aster & Links and the ongoing Viv development - **Aster & Links (Sarasota, FL):** A mixed-use luxury development with **424 residential units** and **51,000 sq. ft.** of retail space, with construction completed and lease-up initiated during the nine months ended September 30, 2024[125](index=125&type=chunk)[126](index=126&type=chunk) - **Viv (St. Petersburg, FL):** A 15-story high-rise development with **269 apartment units** and **15,500 sq. ft.** of retail, approximately **60% complete** as of September 30, 2024, with completion expected in the second half of 2025[137](index=137&type=chunk)[138](index=138&type=chunk) - **Nashville, TN Portfolio:** Includes several properties intended for redevelopment, such as **900 8th Avenue South** (**3.2 acres** approved for mixed-use) and multiple sites on Davidson Street (rezoned for high-density residential and commercial use)[153](index=153&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk)[161](index=161&type=chunk) - **Storrs, CT Portfolio:** Includes multiple sites near the University of Connecticut, such as **497-501 Middle Turnpike** (planned **261-unit** community) and **1750 Storrs Road** (**19-acre** development site), targeting future multifamily development[149](index=149&type=chunk)[150](index=150&type=chunk)[163](index=163&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) Rental revenue increased in Q3 2024 due to Aster & Links, but higher property and interest expenses resulted in a net loss of **$6.9 million** for the quarter and **$15.6 million** for the nine months Key Financial Changes (in thousands) | Metric | Q3 2024 vs Q3 2023 Change (in thousands) | 9M 2024 vs 9M 2023 Change (in thousands) | | :--- | :--- | :--- | | Rental Revenue | +$392 (+84%) | -$162 (-9%) | | Property Expenses | +$1,063 (+104%) | +$1,748 (+58%) | | Interest Expense | +$3,331 (+100%) | +$5,757 (+100%) | | General & Administrative | -$561 (-38%) | -$802 (-18%) | | Net Loss Attributable to Belpointe PREP | +$3,644 (+111%) | +$5,456 (+54%) | - The Q3 2024 increase in rental revenue and property expenses was primarily due to the Aster & Links project being placed into service and beginning its lease-up phase during the year[166](index=166&type=chunk)[168](index=168&type=chunk) - Interest expense emerged as a major cost in 2024, totaling **$3.3 million** in Q3 and **$5.8 million** for the nine-month period, following the company taking on significant construction and mezzanine debt[170](index=170&type=chunk)[171](index=171&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity, primarily from public offerings and debt financing, is deemed sufficient for the next 12 months, despite **$83.8 million** in unfunded capital commitments for development projects - The company believes its cash on-hand, proceeds from Public Offerings, and financing activities will be sufficient to meet liquidity and capital requirements for the next 12 months[179](index=179&type=chunk) - As of September 30, 2024, the company had unfunded capital commitments of **$17.8 million** for the Aster & Links project and **$66.0 million** for the Viv project[181](index=181&type=chunk)[183](index=183&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Summary | Nine Months Ended Sep 30, 2024 (in thousands) | | :--- | :--- | | Net cash used in operating activities | $(8,710) | | Net cash used in investing activities | $(110,785) | | Net cash provided by financing activities | $123,425 | | **Net increase in cash** | **$3,930** | [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[194](index=194&type=chunk) [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2024, with no material changes in internal control over financial reporting during the quarter - Based on an evaluation, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of the end of the period[196](index=196&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[196](index=196&type=chunk) Part II – Other Information [Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) As of September 30, 2024, the company was not subject to any material legal proceedings or aware of any threatened litigation - The company is not currently subject to any material legal proceedings[198](index=198&type=chunk) [Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) No material changes have been made to the risk factors disclosed in the company's 2023 Annual Report on Form 10-K - No material changes have been made to the risk factors disclosed in the company's 2023 Annual Report on Form 10-K[199](index=199&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company raised **$1.7 million** in gross proceeds from Class A unit offerings during the nine months ended September 30, 2024, with cumulative net proceeds of **$235.2 million** primarily used for real estate development - For the nine months ended September 30, 2024, the company sold Class A units for aggregate gross proceeds of **$1,711,020** through its public offerings[203](index=203&type=chunk)[207](index=207&type=chunk) Use of Net Offering Proceeds (in thousands) | Use of Net Offering Proceeds | Amount (in thousands) | | :--- | :--- | | Purchases and development of real estate | $180,594 | | Funding of loans receivable | $34,955 | | Working capital | $19,685 | | **Total** | **$235,234** |

Financial Information [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements for the period ended June 30, 2024. Total assets grew to $476.2 million, primarily driven by real estate development, funded by a significant increase in debt. The company reported a higher net loss of $8.7 million for the first six months of 2024 compared to $6.9 million in the prior year period, mainly due to increased property and interest expenses associated with its development projects [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2024, total assets increased to $476.2 million from $382.1 million at year-end 2023, driven by a substantial rise in 'Real estate under construction' and 'Building and improvements.' This growth was financed by a significant increase in total liabilities to $159.3 million from $57.1 million, primarily due to new debt obligations which rose to $119.9 million from $19.7 million | Balance Sheet Highlights (in thousands) | June 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Real estate, net | $434,158 | $353,541 | | Cash and cash equivalents | $24,740 | $20,125 | | **Total Assets** | **$476,155** | **$382,117** | | **Liabilities & Capital** | | | | Debt, net | $119,905 | $19,678 | | Total Liabilities | $159,255 | $57,053 | | Total Members' Capital | $316,900 | $325,064 | | **Total Liabilities and Members' Capital** | **$476,155** | **$382,117** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) For the second quarter of 2024, the company reported a net loss of $4.7 million, an increase from the $4.1 million loss in Q2 2023. For the six-month period, the net loss widened to $8.7 million in 2024 from $6.9 million in 2023. The larger loss was driven by a 51% decrease in rental revenue for the quarter and the incurrence of $1.7 million in interest expense, which was not present in the prior-year period | (in thousands, except per unit data) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $384 | $778 | $721 | $1,275 | | Total Expenses | $5,133 | $5,059 | $9,566 | $8,360 | | Net Loss | $(4,716) | $(4,071) | $(8,697) | $(6,878) | | Net Loss per Class A unit | $(1.30) | $(1.16) | $(2.40) | $(1.95) | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2024, the company used $5.4 million in cash for operating activities and $79.3 million for investing activities, primarily for real estate development. These activities were funded by $96.3 million in cash provided by financing activities, which included proceeds from new term and construction loans. This contrasts with the same period in 2023, where financing activities only provided $0.2 million | Cash Flow Summary (in thousands) | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,383) | $(3,422) | | Net cash used in investing activities | $(79,315) | $(51,637) | | Net cash provided by financing activities | $96,283 | $185 | | **Net increase (decrease) in cash** | **$11,585** | **$(54,874)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's focus on qualified opportunity zone properties, its ongoing public offerings, and significant related-party transactions, including management and development fees. Key disclosures cover new debt agreements, such as the $104.0 million construction loan for the 1000 First project and the $56.4 million mezzanine loan for the 1991 Main project. The company also reported unfunded construction commitments of $109.1 million as of June 30, 2024 - The company is focused on identifying, acquiring, developing, and managing commercial real estate located within 'qualified opportunity zones' and qualifies as a partnership and qualified opportunity fund for U.S. federal income tax purposes[25](index=25&type=chunk) - The company has ongoing public offerings to sell up to **$750 million** of Class A units, with the price based on the lesser of the current NAV or the market price on the NYSE American[27](index=27&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk) - In 2024, the company entered into several significant debt agreements, including a **$104.0M** construction loan, a **$10.0M** land loan, and a **$56.4M** mezzanine loan to fund its development projects[80](index=80&type=chunk)[81](index=81&type=chunk) - As of June 30, 2024, the company has an aggregate unfunded commitment of **$109.1 million** for its development projects at 1000 First Avenue North and 1991 Main Street[116](index=116&type=chunk) [Management's Discussion and Analysis (MD&A)](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its position as the only publicly traded qualified opportunity fund and details its investment portfolio, which is concentrated in Florida, Tennessee, and Connecticut. The analysis of operations highlights increased net losses due to higher development-related expenses. The company outlines its liquidity strategy, relying on cash on hand, public offerings, and significant construction financing to meet its substantial capital commitments for ongoing projects [Business Overview and Outlook](index=27&type=section&id=Our%20Business%20Outlook) The company operates as the sole publicly traded qualified opportunity fund, focusing on developing commercial real estate. While market conditions in its operating areas are strong, management acknowledges significant uncertainties from factors like interest rates, inflation, and construction delays, which could impact future performance. The NAV per Class A unit was announced as $99.59 as of March 31, 2024 - The company is the only publicly traded qualified opportunity fund listed on a national securities exchange[121](index=121&type=chunk) - The NAV as of March 31, 2024 was **$99.59** per Class A unit[126](index=126&type=chunk) - Future performance is subject to uncertainty from factors including interest rates, inflation, construction delays, and supply chain disruptions[127](index=127&type=chunk) [Investment Portfolio](index=27&type=section&id=Our%20Investments) The company's investment portfolio consists of multifamily and mixed-use properties under development or held for future development, primarily in Sarasota and St. Petersburg, Florida; Nashville, Tennessee; and Storrs, Connecticut. Key projects include 'Aster & Links' (424 units, Sarasota), which is partially complete, and 'Viv' (269 units, St. Petersburg), with construction expected to finish in late 2025. These projects are supported by substantial construction and mezzanine loans - **Aster & Links (Sarasota, FL):** A 424-apartment development. During Q2 2024, **145 units** were completed. The remaining construction is expected to be finished by the end of 2024. The project is financed by a **$130.0M** construction loan and a **$56.4M** mezzanine loan[130](index=130&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk) - **Viv (St. Petersburg, FL):** A 15-story high-rise with **269 apartments** and retail space. Construction is anticipated to be completed in the second half of 2025. A **$104.0M** construction loan was secured in June 2024 to fund development[143](index=143&type=chunk)[147](index=147&type=chunk) - **Nashville, TN Portfolio:** The company holds several sites, including 900 8th Avenue South and multiple properties on Davidson Street, for future mixed-use residential redevelopment. A new **$10.0M** land loan was secured for the 900 8th Avenue South property in June 2024[156](index=156&type=chunk)[157](index=157&type=chunk)[162](index=162&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Comparing Q2 2024 to Q2 2023, rental revenue fell 51% to $0.4 million, mainly due to lower non-cash intangible amortization. Total expenses increased slightly to $5.1 million, driven by a 44% rise in property expenses and new interest expenses of $1.7 million from development-related debt. This resulted in a higher net loss of $4.7 million for the quarter | (in thousands) | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Rental revenue | $384 | $778 | $(394) | (51)% | | Property expenses | $1,429 | $989 | $440 | 44% | | Interest expense | $1,705 | $— | $1,705 | 100% | | Net loss | $(4,716) | $(4,071) | $(645) | 16% | - The decrease in rental revenue was primarily due to lower below-market rent intangible amortization as certain intangible liabilities became fully amortized after June 30, 2023[169](index=169&type=chunk) - The increase in property expenses was mainly due to general and administrative costs incurred at the Aster & Links project, which was not operational in the prior-year period[171](index=171&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) The company's primary liquidity sources are cash on hand ($35.2 million including restricted cash at June 30, 2024), proceeds from public offerings, and debt financing. Significant capital is required for development, with unfunded commitments of $30.5 million for 1991 Main and $78.7 million for 1000 First. These will be funded through draws on its large construction loans and other available capital - As of June 30, 2024, cash, cash equivalents, and restricted cash totaled **$35.2 million**[192](index=192&type=chunk) - The company has significant unfunded capital commitments for its main development projects: **$30.5 million** for 1991 Main (Sarasota) and **$78.7 million** for 1000 First (St. Petersburg)[184](index=184&type=chunk)[185](index=185&type=chunk) - The company secured substantial financing to fund development, including a **$130.0M** construction loan and **$56.4M** mezzanine loan for 1991 Main, and a **$104.0M** construction loan for 1000 First[185](index=185&type=chunk)[186](index=186&type=chunk) - The company's leverage policy targets a **50-70%** loan-to-value ratio on its stabilized commercial real estate portfolio[190](index=190&type=chunk) Other Information [Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, with the participation of the CEO and CFO, evaluated the company's disclosure controls and procedures. They concluded that these controls were effective as of June 30, 2024, ensuring that required information is recorded and reported in a timely manner. There were no material changes to the company's internal control over financial reporting during the quarter - Based on an evaluation, the principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective as of the end of the period[198](index=198&type=chunk) - There were no changes in internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[199](index=199&type=chunk) [Legal, Risk, and Equity Sales Information](index=39&type=section&id=Item%201.%20Legal%20Proceedings,%20Item%201A.%20Risk%20Factors,%20and%20Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section consolidates key disclosures from Part II. The company reports no material legal proceedings and no material changes to its previously disclosed risk factors. It provides details on its public offerings, having raised aggregate gross proceeds of $355.0 million as of June 30, 2024. The net proceeds are primarily allocated to the purchase and development of real estate - As of June 30, 2024, the company was not subject to any material legal proceedings[200](index=200&type=chunk) - There have been no material changes to the risk factors disclosed in the company's Annual Report for the year ended December 31, 2023[201](index=201&type=chunk) | Uses of Net Offering Proceeds (in thousands) | Amount | | :--- | :--- | | Purchases and development of real estate | $179,600 | | Funding of loans receivable | $34,955 | | Working capital | $19,685 | | **Total** | **$234,240** | - As of June 30, 2024, the company has raised aggregate gross offering cash proceeds of **$355.0 million** from its public offerings and those of its predecessor[208](index=208&type=chunk)

Part I [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements) Q1 2024 net loss was $4.0 million, with total assets growing to $450.9 million, driven by real estate development and increased debt [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets grew to $450.9 million by March 31, 2024, primarily from real estate under construction and new debt, with a slight decrease in members' capital Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Assets** | | | | Real estate, net | $399,908 | $353,541 | | Cash and cash equivalents | $29,205 | $20,125 | | **Total Assets** | **$450,920** | **$382,117** | | **Liabilities** | | | | Debt, net | $86,922 | $19,678 | | Total Liabilities | $129,128 | $57,053 | | **Members' Capital** | | | | Total members' capital | $321,792 | $325,064 | | **Total Liabilities and Members' Capital** | **$450,920** | **$382,117** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a net loss of $4.0 million in Q1 2024, up from $2.8 million in Q1 2023, due to decreased rental revenue, new interest expense, and an impairment charge Quarterly Operating Results (in thousands, except per unit data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Rental Revenue | $337 | $497 | | Total Expenses | $4,433 | $3,301 | | Interest Expense | $721 | $0 | | Impairment of real estate | $595 | $0 | | Net Loss Attributable to Belpointe PREP | $(3,981) | $(2,810) | | Net Loss Per Class A Unit | $(1.10) | $(0.80) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased to $6.6 million in Q1 2024, with investing activities using $37.9 million, largely funded by $63.1 million from financing activities Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,628) | $(1,386) | | Net cash used in investing activities | $(37,865) | $(21,169) | | Net cash provided by (used in) financing activities | $63,084 | $(141) | | **Net increase (decrease) in cash** | **$18,591** | **$(22,696)** | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail the company's focus on opportunity zone real estate, related-party transactions, significant debt increases for the Sarasota project, and liquidity constraints impacting the St. Petersburg project - The company is focused on acquiring, developing, and managing commercial real estate in qualified opportunity zones and is externally managed by Belpointe PREP Manager, LLC[24](index=24&type=chunk)[25](index=25&type=chunk) - In Q1 2024, the company incurred **$1.7 million** in costs payable to its Manager and affiliates for management fees, cost reimbursements, and other services, and capitalized an additional **$1.6 million** for development fees and insurance[50](index=50&type=chunk) - In January 2024, the company entered into a **$56.4 million** mezzanine loan and has a **$130.0 million** construction loan for its 1991 Main Street project in Sarasota. As of March 31, 2024, total debt outstanding was **$91.9 million**[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - The company has an aggregate unfunded commitment of **$77.3 million** for two development projects. It faces liquidity constraints that may force it to stop or delay construction on its 1000 First Avenue project in St. Petersburg if a new construction loan is not finalized by May 31, 2024[100](index=100&type=chunk)[101](index=101&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A discusses the company's real estate development focus, progress on key projects, Q1 net loss drivers including decreased revenue and new interest expenses, and liquidity challenges for the St. Petersburg project [Investment Portfolio](index=25&type=section&id=Our%20Investments) The company's portfolio focuses on multifamily and mixed-use developments in Florida and Tennessee, including key projects like 'Aster & Links' in Sarasota and 'Viv' in St. Petersburg - **1991 Main Street (Aster & Links), Sarasota, FL:** A **424-unit** apartment development with **51,000 sq. ft.** of retail. Construction is underway with initial occupancies expected in H1 2024. The project is funded by a **$130.0M** construction loan and a **$56.4M** mezzanine loan[115](index=115&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) - **1000 First Avenue North (Viv), St. Petersburg, FL:** A planned **15-story** high-rise with **269 apartments** and **15,500 sq. ft.** of retail. A construction management agreement is in place with a GMP of **$78.4 million**[126](index=126&type=chunk)[129](index=129&type=chunk) - **Nashville, TN Portfolio:** Includes several properties such as 900 8th Avenue South (approved for **300 residential units**) and multiple sites on Davidson Street, which have been rezoned for high-density mixed-use development[137](index=137&type=chunk)[138](index=138&type=chunk)[142](index=142&type=chunk) - **Storrs, CT Portfolio:** Includes multiple sites near the University of Connecticut, intended for future multifamily development, such as a planned **261-apartment** home community at 497-501 Middle Turnpike[133](index=133&type=chunk)[134](index=134&type=chunk)[145](index=145&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Q1 2024 net loss increased by 42% to $4.0 million, driven by decreased rental revenue, new interest expense, and a real estate impairment charge, partially offset by lower G&A expenses Comparison of Operations (in thousands) | Line Item | Q1 2024 | Q1 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Rental revenue | $337 | $497 | $(160) | (32)% | | Property expenses | $1,263 | $1,018 | $245 | 24% | | General and administrative | $1,570 | $1,771 | $(201) | (11)% | | Interest expense | $721 | $— | $721 | 100% | | Impairment of real estate | $595 | $— | $595 | 100% | | **Net loss attributable to Belpointe PREP** | **$(3,981)** | **$(2,810)** | **$(1,171)** | **42%** | - The decrease in rental revenue was mainly due to lower below-market rent intangible amortization as certain liabilities were fully amortized after Q1 2023[149](index=149&type=chunk) - The increase in total expenses was driven by new interest expense from debt obligations and a **$0.6 million** impairment charge on a Nashville real estate asset[152](index=152&type=chunk)[154](index=154&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity sources include public offerings and debt financing, with significant unfunded commitments for development projects, and potential construction delays for the St. Petersburg project due to liquidity constraints - Primary capital needs are for funding investments, construction costs, operating expenses, and debt service[156](index=156&type=chunk) - The company has an unfunded capital commitment of **$51.0 million** for its 1991 Main (Sarasota) project and **$26.3 million** for its 1000 First (St. Petersburg) project[159](index=159&type=chunk)[162](index=162&type=chunk) - A potential liquidity issue exists for the 1000 First project. If a new construction loan is not finalized by May 31, 2024, the company will stop or delay construction due to liquidity constraints caused by reserve requirements on other loans[162](index=162&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,628) | $(1,386) | | Net cash used in investing activities | $(37,865) | $(21,169) | | Net cash provided by (used in) financing activities | $63,084 | $(141) | [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of the end of the reporting period, the principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective[172](index=172&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[173](index=173&type=chunk) Part II – Other Information [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) As of March 31, 2024, the company reported no material legal proceedings or threats thereof against itself or its subsidiaries - The company reports no material legal proceedings as of March 31, 2024[174](index=174&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors from the Annual Report for the year ended December 31, 2023 have been reported - No material changes to risk factors from the Annual Report for the year ended December 31, 2023 have been reported[175](index=175&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company's ongoing public offerings raised **$233.5 million** in net proceeds by March 31, 2024, primarily used for real estate purchases and development, loans receivable, and working capital - The company is conducting a continuous "best efforts" public offering of up to **$750 million** of its Class A units[177](index=177&type=chunk)[178](index=178&type=chunk) Use of Net Offering Proceeds (in thousands) | Use of Proceeds | Amount | | :--- | :--- | | Purchases and development of real estate | $178,906 | | Funding of loans receivable | $34,955 | | Working capital | $19,685 | | **Total** | **$233,546** | - Direct or indirect payments to directors, officers, and affiliates from net offering proceeds totaled **$19.0 million** as of March 31, 2024, primarily for development fees, management fees, insurance, and employee reimbursements[185](index=185&type=chunk)[187](index=187&type=chunk)

[Part I - Business and Risk Factors](index=7&type=section&id=Part%20I) This section details the company's business as a publicly traded Qualified Opportunity Fund, its real estate investment strategy, associated operational and financial risks, and cybersecurity measures [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 real estate within qualified opportunity zones, primarily in Florida, Connecticut, and Tennessee - The company is the only publicly traded qualified opportunity fund listed on a national securities exchange, focusing on commercial real estate within qualified opportunity zones[27](index=27&type=chunk) - As of December 31, 2023, the company has raised aggregate gross offering cash proceeds of **$354.3 million** through its public offerings and prior offerings from its predecessor, Belpointe REIT[26](index=26&type=chunk) - The company is externally managed by Belpointe PREP Manager, LLC, an affiliate of its sponsor, Belpointe, LLC. The manager handles day-to-day operations and investment decisions[28](index=28&type=chunk)[29](index=29&type=chunk) - The company's primary investment objectives are to preserve capital, pay consistent cash distributions, grow net cash from operations, and realize growth in investment value[32](index=32&type=chunk) [Investment Portfolio](index=10&type=section&id=Investment%20Portfolio) The company's investment portfolio comprises significant multifamily and mixed-use development projects in Florida, Connecticut, and Tennessee, including Aster & Links and Viv Key Development Projects as of December 31, 2023 | Project Name & Location | Description | Status & Key Details | | :--- | :--- | :--- | | **Aster & Links (1991 Main St, Sarasota, FL)** | 424-apartment mixed-use with ~51,000 sq. ft. retail. | Under construction, initial occupancy expected H1 2024. Secured $130M construction loan and a subsequent $56.4M mezzanine loan. Sprouts Farmers Market signed as anchor retail tenant. | | **Viv (1000 First Ave North, St. Petersburg, FL)** | 15-story high-rise with 269 apartments and ~15,500 sq. ft. retail. | Under development with a GMP of $69.0 million. Located near Tropicana Field. | | **Nashville Properties (TN)** | Multiple sites including 900 8th Ave South and several on Davidson St. | Land assemblages acquired for future mixed-use residential development. Rezoning for higher density was successful in September 2023. | | **Storrs Properties (CT)** | Multiple sites including 497-501 Middle Turnpike and 1750 Storrs Road. | Land acquired for development of apartment communities near the University of Connecticut (UConn). | - The company secured a **$130.0 million** variable-rate construction loan for its Aster & Links project, maturing in May 2027. As of Dec 31, 2023, **$23.1 million** has been drawn[49](index=49&type=chunk) - In January 2024, the company secured a **$56.4 million** mezzanine loan for the Aster & Links project to reimburse costs and fund continued development[53](index=53&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks including limited operating history, reliance on its external Manager, real estate development challenges, significant debt, and the potential loss of its Qualified Opportunity Fund tax status - **Organizational Risks:** The company has a limited operating history and relies heavily on its Manager and Sponsor, whose interests may conflict with unitholders. The management agreement was not negotiated at arm's length and has a costly termination fee[102](index=102&type=chunk)[122](index=122&type=chunk)[125](index=125&type=chunk) - **Real Estate & Development Risks:** The company is subject to real estate industry downturns, with a majority of its current investments concentrated in Florida. Development projects face risks of cost overruns, delays, and failure to complete on budget[174](index=174&type=chunk)[177](index=177&type=chunk)[178](index=178&type=chunk) - **Financing Risks:** The company intends to use significant leverage (targeting **50-70%** at the property level), which increases the risk of loss. Fluctuating interest rates could increase financing costs, and debt agreements contain restrictive covenants that may limit operational flexibility[214](index=214&type=chunk)[216](index=216&type=chunk)[218](index=218&type=chunk) - **Tax Risks:** There is no assurance the company will continue to meet the requirements for treatment as a partnership or a Qualified Opportunity Fund. Failure to do so would result in entity-level taxation and the loss of tax benefits for investors[231](index=231&type=chunk)[236](index=236&type=chunk) [Cybersecurity](index=50&type=section&id=Item%201C.%20Cybersecurity) The company relies on its Sponsor's IT systems and cybersecurity policies, with Board oversight, and has not experienced material cyber incidents to date - The company relies on its Sponsor's IT systems and cybersecurity risk management policies, which are designed to address and mitigate cyber threats[248](index=248&type=chunk)[249](index=249&type=chunk) - The Board of Directors is responsible for overseeing cybersecurity risk, with the Manager providing regular updates[251](index=251&type=chunk) - As of the report date, the company has not been materially affected by any cybersecurity threats or incidents[250](index=250&type=chunk) [Part II - Market, Financials, and Controls](index=52&type=section&id=Part%20II) This section details the company's public trading market, financial performance including a net loss increase, liquidity, and the effectiveness of its internal controls and procedures [Market for Common Equity and Related Matters](index=52&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A units trade on the NYSE American, with future distributions targeted at 6-8% annually, funded by public offering proceeds for real estate development - Class A units are traded on the NYSE American under the symbol "OZ." As of March 22, 2024, there were **46** holders of record[256](index=256&type=chunk)[257](index=257&type=chunk) - The company has not established a minimum distribution level and does not expect to pay distributions until there is sufficient operating cash flow. The long-term target annual distribution rate is **6-8%**[258](index=258&type=chunk) Use of Public Offering Proceeds (as of Dec 31, 2023, in thousands) | Category | Amount | | :--- | :--- | | **Offering Proceeds** | | | Gross offering proceeds | $235,266 | | Net offering proceeds | $233,535 | | **Uses of Net Proceeds** | | | Funding of loans receivable | $34,955 | | Purchases and development of real estate | $152,701 | | Working capital | $19,685 | | **Total Uses** | **$207,341** | [Management's Discussion and Analysis (MD&A)](index=55&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 $14.4 million in 2023, driven by an impairment charge and higher expenses, with liquidity primarily from public offerings and debt financing significant development commitments Consolidated Results of Operations (in thousands) | | 2023 | 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Total revenue | $2,254 | $1,391 | $863 | 62% | | Total expenses | $16,641 | $10,898 | $5,743 | 53% | | *Impairment of real estate* | *$4,060* | *$0* | *$4,060* | *100%* | | Net loss | ($14,362) | ($8,238) | ($6,124) | 74% | | Net loss attributable to Belpointe PREP, LLC | ($14,351) | ($7,683) | ($6,668) | 87% | - The increase in net loss for 2023 was primarily due to a **$4.1 million** impairment charge on a real estate asset in Nashville, Tennessee[295](index=295&type=chunk) - The company has significant unfunded capital commitments for its development projects, including **$61.8 million** for 1991 Main (Aster & Links) and **$40.3 million** for 1000 First (Viv) as of December 31, 2023[307](index=307&type=chunk)[312](index=312&type=chunk) Cash Flow Summary (in thousands) | | Years Ended December 31, | | :--- | :--- | :--- | | | **2023** | **2022** | | Cash flows used in operating activities | $(6,945) | $(6,651) | | Cash flows used in investing activities | $(145,123) | $(63,530) | | Cash flows provided by financing activities | $30,686 | $22,802 | [Financial Statements and Supplementary Data](index=64&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The 2023 financial statements show increased assets driven by real estate under construction, higher liabilities from new debt, a net loss of $14.4 million, and significant related-party fees Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Real estate, net | $353,541 | $198,258 | | *Real estate under construction* | *$291,130* | *$133,898* | | Cash and cash equivalents | $20,125 | $143,467 | | **Total Assets** | **$382,117** | **$353,995** | | Debt, net | $19,678 | $0 | | **Total Liabilities** | **$57,053** | **$21,343** | | **Total Members' Capital** | **$325,064** | **$332,652** | Consolidated Statement of Operations Highlights (in thousands) | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Rental revenue | $2,254 | $1,391 | | Total expenses | $16,641 | $10,898 | | **Net loss** | **($14,362)** | **($8,238)** | | Loss per Class A unit | ($4.04) | ($2.25) | - Related party fees incurred in 2023 included **$2.7 million** in management fees and **$5.9 million** in development fees paid to affiliates of the Sponsor and Manager[407](index=407&type=chunk)[419](index=419&type=chunk) - As of December 31, 2023, the company had two development projects with aggregate unfunded construction commitments of **$102.1 million**[475](index=475&type=chunk) - Subsequent to year-end, on January 31, 2024, a subsidiary entered into a mezzanine loan agreement for up to **$56.4 million** to fund the continued development of the 1991 Main project[477](index=477&type=chunk) [Controls and Procedures](index=92&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that both disclosure controls and internal control over financial reporting were effective at a reasonable assurance level as of December 31, 2023 - Management concluded that as of December 31, 2023, the company's disclosure controls and procedures were effective at the reasonable assurance level[483](index=483&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, 2023[486](index=486&type=chunk) [Part III - Governance and Compensation](index=93&type=section&id=Part%20III) This section outlines the company's corporate governance structure, executive compensation practices, beneficial ownership, related-party transactions, and principal accountant fees [Directors, Executive Officers and Corporate Governance](index=93&type=section&id=Item%2010.%20Directors%2C%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), who are son and father, respectively[491](index=491&type=chunk)[499](index=499&type=chunk) - The Board of Directors has six members, with four determined to be independent: Dean Drulias, Timothy Oberweger, Shawn Orser, and Ronald Young, Jr[491](index=491&type=chunk)[547](index=547&type=chunk) - The company has an Audit Committee composed of three independent directors: Timothy Oberweger, Shawn Orser (Chair), and Ronald Young Jr[506](index=506&type=chunk) [Executive Compensation](index=97&type=section&id=Item%2011.%20Executive%20Compensation) As an externally managed entity, the company does not directly compensate executive officers, who are paid by the Manager, while non-employee directors received $20,000 in cash compensation for 2023 - The company is externally managed and does not directly compensate its executive officers. Compensation is paid by the Manager[511](index=511&type=chunk) - For the year ended December 31, 2023, each non-employee director received **$20,000** in cash compensation for their service[512](index=512&type=chunk) [Security Ownership](index=97&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owner%20and%20Management%20and%20Related%20Stockholder%20Matters) CEO Brandon E. Lacoff beneficially owns all Class B and M units, granting him significant voting power, while Empirical Wealth Management is the sole external 5% Class A unitholder - CEO Brandon E. Lacoff beneficially owns **100%** of the Class B units and the single Class M unit through his role as manager of Belpointe PREP Manager, LLC[517](index=517&type=chunk)[518](index=518&type=chunk) - Empirical Wealth Management is the only external **5%** unitholder, beneficially owning approximately **8%** of the Class A units as of December 31, 2023[517](index=517&type=chunk)[519](index=519&type=chunk) [Certain Relationships and Related Transactions](index=98&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in significant related-party transactions with its Manager, Sponsor, and affiliates, including $2.7 million in management fees and $5.9 million in development fees, and short-term loans from CEO-affiliated entities - The company pays its Manager a quarterly management fee equal to an annualized rate of **0.75%** of NAV. For 2023, this amounted to **$2.7 million**[539](index=539&type=chunk) - Affiliates of the Sponsor are entitled to development fees. In 2023, the company incurred **$5.9 million** in development fees and **$1.7 million** in related employee reimbursement expenditures[546](index=546&type=chunk) - The company engaged in short-term loans with affiliates of the CEO, including a **$1.5 million** loan from Belpointe Development Holding, LLC and a **$4.0 million** loan from Lacoff Holding II, LLC, both transacted in late 2023[531](index=531&type=chunk)[532](index=532&type=chunk) - The Manager holds **100,000** Class B units, entitling it to **5%** of any gain recognized or distributed by the company, regardless of whether Class A unitholders have received a return of capital[540](index=540&type=chunk) [Principal Accountant Fees and Services](index=102&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company incurred audit fees of $138,685 in 2023 and $134,575 in 2022 from Citrin Cooperman & Company, LLP, with all services pre-approved by the Audit Committee Accountant Fees (in USD) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | $138,685 | $134,575 | | Tax fees | $0 | $0 | | **Total** | **$138,685** | **$134,575** |

PART I – FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited consolidated financial statements for the period ended September 30, 2023, showing increased real estate under construction, decreased cash, and a widening net loss due to higher operating expenses and an impairment charge [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of September 30, 2023, total assets increased to $361.2 million, driven by a significant rise in real estate under construction, while cash and cash equivalents sharply decreased, and total liabilities rose Consolidated Balance Sheet Highlights (in thousands) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Real estate, net | $313,209 | $198,258 | | Real estate under construction | $250,432 | $133,898 | | Cash and cash equivalents | $15,743 | $143,467 | | Total assets | $361,227 | $353,995 | | **Liabilities & Capital** | | | | Total liabilities | $34,973 | $21,343 | | Total members' capital | $326,254 | $332,652 | | Total liabilities and members' capital | $361,227 | $353,995 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a net loss of $10.2 million for the nine months ended September 30, 2023, a significant increase from the prior year, primarily due to higher property and G&A expenses and a $3.0 million real estate impairment charge Statement of Operations Summary (in thousands) | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Total revenue | $1,743 | $979 | | Total expenses | $12,142 | $7,611 | | Impairment of real estate | $2,961 | $— | | Net loss | $(10,180) | $(5,271) | | Net loss attributable to Belpointe PREP, LLC | $(10,174) | $(4,947) | | Loss per Class A unit (basic and diluted) | $(2.87) | $(1.45) | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2023, the company experienced a net decrease in cash of $105.3 million, driven by significant cash usage in investing activities for real estate development and operating activities, with limited cash provided by financing activities Cash Flow Summary (in thousands) | Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(5,243) | $(4,483) | | Net cash used in investing activities | $(101,231) | $(62,950) | | Net cash provided by financing activities | $1,189 | $15,987 | | **Net decrease in cash** | **$(105,285)** | **$(51,446)** | [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, real estate portfolio, related-party transactions, debt, and capital structure, including emerging growth company status, a new **$130.0 million** construction loan, a **$3.0 million** impairment charge, and **$116.0 million** in unfunded development commitments - The company is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised accounting standards[40](index=40&type=chunk) - During the nine months ended September 30, 2023, the company recorded impairment charges of **$3.0 million** related to a real estate asset in Nashville, Tennessee, reducing its carrying value to fair market value[76](index=76&type=chunk) - On May 12, 2023, an indirect subsidiary entered into a variable-rate construction loan agreement for up to **$130.0 million** to fund the development of its 1991 Main Street property in Sarasota, Florida[85](index=85&type=chunk) - As of September 30, 2023, the company has two development projects with an aggregate unfunded commitment of **$116.0 million**[113](index=113&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, and liquidity, focusing on its qualified opportunity fund status, investment portfolio, business outlook, and significant development commitments [Our Investments](index=28&type=section&id=Our%20Investments) The company's investment portfolio comprises multifamily and mixed-use rental properties in qualified opportunity zones, with key projects including the **424-apartment** "Aster & Links" in Sarasota and the **15-story**, **269 apartment units** "Viv" in St. Petersburg - The "Aster & Links" project in Sarasota, FL is a **424-apartment** development with **51,000 sq. ft.** of retail. Initial occupancies are expected in the first half of 2024, with construction completion by the end of 2024[130](index=130&type=chunk)[132](index=132&type=chunk) - The "Viv" project in St. Petersburg, FL is being developed into a **15-story** high-rise with **269 apartment units** and **15,500 sq. ft.** of retail space[135](index=135&type=chunk) - In April 2023, the company entered into a construction management agreement for the Viv project with a guaranteed maximum price (GMP) of **$62.7 million**[136](index=136&type=chunk) - The portfolio includes multiple properties in Nashville, TN and Storrs, CT, which are slated for future multifamily development[144](index=144&type=chunk)[147](index=147&type=chunk)[153](index=153&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For the nine months ended September 30, 2023, rental revenue increased 78% to $1.7 million, while total expenses grew 60% to $12.1 million, driven by higher G&A costs and a **$3.0 million** real estate impairment charge, leading to a more than doubled net loss Comparison of Operations (Nine Months Ended Sep 30, in thousands) | Metric | 2023 | 2022 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Rental revenue | $1,743 | $979 | $764 | 78% | | General and administrative | $4,469 | $3,908 | $561 | 14% | | Impairment of real estate | $2,961 | $— | $2,961 | 100% | | Interest income | $93 | $1,500 | $(1,407) | (94)% | | Net loss attributable to Belpointe PREP, LLC | $(10,174) | $(4,947) | $(5,227) | 106% | - The increase in rental revenue was primarily due to the acquisition of additional properties in 2022 and the acceleration of below-market lease intangibles from vacating tenants[161](index=161&type=chunk) - A **$3.0 million** impairment charge was recorded in 2023 for a real estate asset in Nashville, Tennessee, as its estimated fair market value was lower than its carrying value[165](index=165&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity needs are for investments and development, funded by offerings and debt, with unfunded capital commitments of **$78.8 million** and **$37.2 million** for key projects, supported by a **$130.0 million** construction loan - The company has unfunded capital commitments of **$78.8 million** for the 1991 Main project and **$37.2 million** for the 1000 First project[174](index=174&type=chunk)[176](index=176&type=chunk) - A variable-rate construction loan for up to **$130.0 million** was obtained to fund the development of 1991 Main, with less than **$0.1 million** drawn as of September 30, 2023[175](index=175&type=chunk) Cash Flow Summary (Nine Months Ended Sep 30, in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Cash flows used in operating activities | $(5,243) | $(4,483) | | Cash flows used in investing activities | $(101,231) | $(62,950) | | Cash flows provided by financing activities | $1,189 | $15,987 | | **Net decrease in cash** | **$(105,285)** | **$(51,446)** | [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2023, with no material changes to internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[186](index=186&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[187](index=187&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) As of September 30, 2023, the company and its subsidiaries were not involved in any material legal proceedings, nor was management aware of any threatened material legal actions - As of September 30, 2023, the company was not subject to any material legal proceedings, nor was it aware of any being threatened[189](index=189&type=chunk) [Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022[190](index=190&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2023, the company did not sell unregistered equity securities, having raised **$351.3 million** in gross proceeds from public offerings, primarily allocating **$130.6 million** to real estate, **$35.0 million** to loans, and **$19.9 million** to working capital - The company did not sell any unregistered equity securities during the three months ended September 30, 2023[191](index=191&type=chunk) - As of September 30, 2023, the company has raised aggregate gross offering cash proceeds of **$351.3 million** from its public offerings[197](index=197&type=chunk) Use of Net Offering Proceeds (in thousands) | Use of Proceeds | Amount | | :--- | :--- | | Purchases and development of real estate | $130,564 | | Funding of loans receivable | $34,955 | | Working capital | $19,891 | | **Total Used** | **$185,410** |

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) (State or other jurisdiction of (I.R ...

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 March 31, 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 ...