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 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Commission file number 001-40911 Belpointe PREP, LLC (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 84-4412083 (I.R.S. Employer Identification No.) 255 Glenville Road Greenwich, Connecticut 06831 (Address of principal executive offices) (203) 883-1944 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12( ...