UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For
the quarterly period ended
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or
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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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address or principal executive offices)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
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☒ | Smaller reporting company |
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| Emerging growth company |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
As of November 7, 2025, the registrant had Class A units, Class B units and Class M unit outstanding.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains express or implied “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are intended to qualify for the “safe harbor” from liability established by those sections. Forward-looking statements reflect the current views of Belpointe PREP, LLC, a Delaware limited liability company (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) based on information currently available to us with respect to, among other things, our future results of operations and financial performance. In some cases, you can identify forward-looking statements by words such as “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” and “would” or the negative version of these words or other comparable words or statements that do not relate strictly to historical or factual matters. By their nature, forward-looking statements speak only as of the date they are made, are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify, including those risks described under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, a copy of which may be accessed here , and, in particular due to changes with respect to borrowing costs as a result of interest rates and other factors, our ability to raise capital and access debt financing to continue to execute on our investment strategy, higher rates of inflation and potentially higher costs associated with the development of our projects, the impact on regional labor markets as a result of changes in immigration policies, changes in the availability and price of insurance coverage, construction delays, delays in the lease-up and stabilization of our properties, fluctuations in occupancy rates, tenant non-renewals and tenant defaults as a result of market conditions, including layoffs, and fluctuations in market rents as a result of competition, severe weather events and other natural phenomena, international, national, regional and local economic factors and other market conditions beyond our control, including impacts and uncertainties from political unrest, changes to trade policies, trade disputes and tariffs, changes in federal income tax laws resulting from the recent enactment of the One Big Beautiful Bill Act of 2025, and the forthcoming related administrative guidance and regulations, as well as other recent and prospective legislation and regulation, including landlord-tenant laws in the markets in which we operate and the projected impact of such factors on our business, financial performance and operating results. Any forward-looking statements expressing an expectation or belief as to future events is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. There may be other factors that cause our actual results to differ materially from any forward-looking statements, including factors discussed in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, as such factors may be updated from time to time in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our plans, strategies and objectives, which we consider to be reasonable, will be achieved. All forward-looking statements in this Form 10-Q apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this Form 10-Q and in other filings we make with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Belpointe PREP, LLC
Consolidated Balance Sheets
(in thousands, except unit data)
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Real estate | ||||||||
| Land | $ |
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$ |
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| Building and improvements |
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| Furniture, fixtures and equipment |
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| Intangible assets |
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| Real estate under construction |
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| Total real estate |
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| Accumulated depreciation and amortization |
(
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(
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| Real estate, net |
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| Cash and cash equivalents |
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| Other assets |
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| Total assets | $ |
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$ |
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| Liabilities | ||||||||
| Debt, net | $ |
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$ |
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| Loan from affiliate |
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| Due to affiliates |
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| Lease liabilities |
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| Accounts payable |
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| Accrued expenses and other liabilities |
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| Total liabilities |
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| Commitments and contingencies | ||||||||
| Members’ Capital | ||||||||
| Class A units, units authorized, and units issued and outstanding at September 30, 2025 and December 31, 2024, respectively |
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| Class B units, units authorized, units issued and outstanding at September 30, 2025 and December 31, 2024 | ||||||||
| Class M unit, unit authorized, unit issued and outstanding at September 30, 2025 and December 31, 2024 | ||||||||
| Total members’ capital excluding noncontrolling interests |
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| Noncontrolling interests |
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| Total members’ capital |
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| Total liabilities and members’ capital | $ |
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$ |
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See accompanying notes to consolidated financial statements.
| 1 |
Belpointe PREP, LLC
Consolidated Statements of Operations
(Unaudited)
(in thousands, except unit and per unit data)
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | ||||||||||||||||
| Rental revenue | $ |
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$ |
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$ |
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$ |
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| Total revenue |
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| Expenses | ||||||||||||||||
| Property expenses |
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| General and administrative |
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| Interest expense |
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| Depreciation and amortization |
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| Impairment of real estate |
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| Total expenses |
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| Other (loss) income | ||||||||||||||||
| Interest income |
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| Other expense |
(
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(
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(
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(
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| Loss on extinguishment of debt |
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(
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| Total other (loss) income |
(
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(
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| Net loss |
(
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(
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(
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(
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| Net loss (income) attributable to noncontrolling interests |
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(
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(
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| Net loss attributable to Belpointe PREP, LLC | $ |
(
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) | $ |
(
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) | $ |
(
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) | $ |
(
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| Loss per Class A unit (basic and diluted) | ||||||||||||||||
| Net loss per unit | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted-average units outstanding | ||||||||||||||||
See accompanying notes to consolidated financial statements.
| 2 |
Belpointe PREP, LLC
Consolidated Statements of Changes in Members’ Capital
(Unaudited)
(in thousands, except unit data)
| Class A units | Class B units | Class M unit |
Total Members’ Capital Excluding Noncontrolling
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Noncontrolling
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Total Members’
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| Units | Amount | Units | Amount | Units | Amount | Interests | Interests | Capital | ||||||||||||||||||||||||||||
| Balance at January 1, 2025 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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| Issuance of units |
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— | — |
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| Net loss | — |
(
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) | — | — |
(
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(
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(
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| Balance at March 31, 2025 |
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| Issuance of units |
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— | — |
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| Offering costs | — |
(
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(
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(
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| Net loss | — |
(
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(
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(
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(
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| Balance at June 30, 2025 |
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| Issuance of units |
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— | — |
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| Offering costs | — |
(
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) | — | — |
(
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(
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| Net loss | — |
(
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(
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(
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(
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| Balance at September 30, 2025 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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| Class A units | Class B units | Class M unit |
Total Members’ Capital Excluding Noncontrolling
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Noncontrolling
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Total Members’ |
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| Units | Amount | Units | Amount | Units | Amount | Interest | Interest | Capital | ||||||||||||||||||||||||||||
| Balance at January 1, 2024 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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| Issuance of units |
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— | — |
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| Offering costs | — |
(
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) | — | — |
(
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(
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| Net loss | — |
(
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) | — | — |
(
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(
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| Balance at March 31, 2024 |
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| Offering costs | — |
(
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) | — | — |
(
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(
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| Acquisition of noncontrolling interests | — |
(
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) | — | — |
(
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(
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(
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| Contributions from noncontrolling interest | — | — | — |
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| Net (loss) income | — |
(
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) | — | — |
(
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) |
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(
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) | ||||||||||||||||||||||||||
| Balance at June 30, 2024 |
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| Issuance of units |
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— | — |
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| Offering Costs | — |
(
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) | — | — |
(
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(
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| Net loss | — |
(
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) | — | — |
(
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) |
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(
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) | ||||||||||||||||||||||||||
| Balance at September 30, 2024 |
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$ |
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$ |
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$ | $ |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
| 3 |
Belpointe PREP, LLC
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
Nine Months Ended September 30, |
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| 2025 | 2024 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ |
(
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) | $ |
(
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) | ||
| Adjustments to net loss: | ||||||||
| Depreciation and amortization including intangible assets and deferred financing costs |
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| Accretion of rent-related intangibles and straight-line rent adjustments |
(
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) |
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| Impairment of real estate |
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| Unrealized loss on interest rate derivatives |
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| Loss on extinguishment of debt |
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| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in other assets |
(
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| Increase in due to affiliates |
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| Decrease in accounts payable |
(
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(
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| Increase in accrued expenses and other liabilities |
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| Net cash used in operating activities |
(
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(
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| Cash flows from investing activities | ||||||||
| Development of real estate |
(
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(
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| Other investing activity |
(
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(
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| Purchase of interest rate caps |
(
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(
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| Proceeds from interest rate cap |
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| Net cash used in investing activities |
(
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(
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| Cash flows from financing activities | ||||||||
| Proceeds from term loans |
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| Repayment of construction loan |
(
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| Proceeds from construction loans |
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| Repayment of term loan |
(
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| Proceeds from units issued |
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| Payment of deferred financing costs |
(
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(
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| Other financing activities |
(
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| Payment of offering costs |
(
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| Repayment of loan from affiliate |
(
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| Short-term loan from affiliate |
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| Distribution to noncontrolling interests |
(
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| Contributions from noncontrolling interests |
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| Net cash provided by financing activities |
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| Net increase in cash and cash equivalents and restricted cash |
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| Cash and cash equivalents and restricted cash, beginning of period |
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| Cash and cash equivalents and restricted cash, end of period | $ |
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$ |
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See accompanying notes to consolidated financial statements.
| 4 |
BELPOINTE PREP, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Organization, Business Purpose and Capitalization
Organization and Business Purpose
Belpointe PREP, LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) is focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located within “qualified opportunity zones.” We were formed on January 24, 2020 as a Delaware limited liability company and qualify as a partnership and qualified opportunity fund for U.S. federal income tax purposes.
At least 90% of our assets consist of qualified opportunity zone property, and all of our assets are held by, and all of our operations are conducted through, one or more operating companies (each an “Operating Company” and collectively, our “Operating Companies”), either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”). Subject to the oversight of our board of directors (our “Board”), our Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf.
Capitalization
We are the successor in interest to Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), incorporated on June 19, 2018. During the year ended December 31, 2021, we acquired all of the outstanding shares of common stock of Belpointe REIT in an exchange offer and related conversion and merger transaction.
On
May 9, 2023, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form
S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to
$
In
connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC
(the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer
Manager enters into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling
group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We pay our Dealer Manager commissions
of up to
For
the three and nine months ended September 30, 2025, we have sold aggregate gross proceeds of $
The purchase price for Class A units in our Follow-on Offering is the lesser of (i) the current net asset value (the “NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On August 29, 2025, we announced that our NAV as of June 30, 2025 was equal to $ per Class A unit.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the SEC.
| 5 |
In the opinion of management, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The consolidated financial statements as of September 30, 2025, and for the three and nine months ended September 30, 2025 and 2024, are unaudited and may not include year-end adjustments necessary to make them comparable to audited results. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of and for the year ended December 31, 2024 included in our Annual Report on Form 10-K. The operating results for interim periods are not necessarily indicative of operating results for any other interim period or for the entire year.
Basis of Consolidation
The accompanying consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented in noncontrolling interests. All significant intercompany accounts and transactions have been eliminated.
We have evaluated our economic interests in entities to determine if they are deemed to be variable interest entities (“VIEs”) and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights.
Significant judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party (a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.
| 6 |
The following table presents the financial data of our consolidated VIEs, which are considered VIE’s as they do not have sufficient equity at risk to finance their activities without additional subordinated financial support, included in the consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively (amounts in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Real estate | ||||||||
| Land | $ |
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$ |
|
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| Building and improvements |
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| Furniture, fixtures and equipment |
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| Intangible assets |
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| Real estate under construction |
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| Total real estate |
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| Accumulated depreciation and amortization |
(
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(
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| Real estate, net |
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| Cash and cash equivalents |
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| Other assets |
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| Total assets | $ |
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$ |
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| Liabilities | ||||||||
| Debt, net | $ |
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$ |
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| Due to affiliates |
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| Lease liabilities |
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| Accounts payable |
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| Accrued expenses and other liabilities |
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| Total liabilities | $ |
|
$ |
|
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An interest in a VIE requires reconsideration when an event occurs that was not originally contemplated. At each reporting period we will reassess whether there are any events that require us to reconsider our determination of whether an entity is a VIE and whether it should be consolidated.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the effective date of our Primary Offering (which is September 26, 2026), (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a “large accelerated filer” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period, or (iii) the date that we affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, our consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates.
| 7 |
Impairment of Long-Lived Assets
We evaluate our tangible and identifiable intangible real estate assets for impairment when events such as delays or changes in development, declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. When qualitative factors indicate the possibility of impairment, the total undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property. If the carrying value of the asset exceeds the undiscounted cash flows of the asset, an impairment loss is recorded in earnings to reduce the carrying value of the asset to fair value, calculated as the discounted net cash flows of the property. In circumstances where the highest and best use of a property is the fee simple value of vacant land, we compare book value of the property to the appraised value of the land. If the carrying value of the asset exceeds the appraised value of the land, an impairment loss is recorded to reduce the carrying value to the appraised value.
Restricted Cash
Restricted cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (amounts in thousands):
| September 30, 2025 | December 31, 2024 | September 30, 2024 | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Cash and cash equivalents | $ |
|
$ |
|
$ |
|
||||||
| Restricted cash (1) |
|
|
|
|||||||||
| Total cash and cash equivalents and restricted cash | $ |
|
$ |
|
$ |
|
||||||
| (1) |
|
Segment Reporting
Our
Chief Executive Officer is our chief operating decision maker (“CODM”). We are focused on identifying, acquiring, developing
or redeveloping and managing real estate assets located within qualified opportunity zones. Our operating segments are based on the way
we organize and evaluate our business internally. We currently operate in
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires public entities to provide disaggregated disclosure of certain income statement expense captions within the footnotes to the financial statements. ASU No. 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact ASU No. 2024-03 will have on our consolidated financial statements and disclosures.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”). ASU 2025-03 requires public business entities to assess which entity is the accounting acquirer for a business combination that is effected primarily by exchanging equity interest in which a VIE is acquired. ASU 2025-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact ASU 2025-03 will have on our consolidated financial statements and disclosures.
Note 3 – Leases
Lessor Accounting
Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the non-cancelable term of the lease. Variable lease revenues include payments based on (i) tenant reimbursements, (ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents, or (iv) the operating performance of the property. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred.
| 8 |
The following table summarizes the components of lease revenues (amounts in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Fixed lease revenues | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Variable lease revenues (1) |
|
|
|
|
||||||||||||
| Lease revenues (2) (3) | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| (1) |
|
| (2) |
|
| (3) |
|
In certain of our leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded.
We assess the collectability of substantially all lease payments due, including unbilled rent receivable balances, by reviewing a tenant’s payment history or financial condition, and the age of the receivables. Changes to collectability are recognized as a current period adjustment to rental revenue. We have assessed the collectability of lease revenues as probable as of September 30, 2025.
Note 4 – Related Party Arrangements
Our Transaction with Belpointe Development Holding, LLC
On
May 16, 2024, we entered into an agreement, which has since been amended, to borrow up to $
Our Transaction with Lacoff Holding II, LLC
On
December 29, 2023, we borrowed $
Our Joint Venture and other Co-Ownership Arrangements
Each of our investment assets has either an affiliate of our Sponsor or Manager, or their respective affiliates (together, the “Belpointe SP Group”), or an independent third party, or any combination of the foregoing, as the sponsor or co-sponsor, general partner or co-general partner, manager or co-manager, developer or co-developer of the investment asset, and our role, in general, is as a passive investor.
For
the three and nine months ended September 30, 2025, members of the Belpointe SP Group did not make any contributions to our investments.
For the nine months ended September 30, 2024, members of the Belpointe SP Group made less than $
| 9 |
Our Relationship with Our Manager and Sponsor
Our Manager and its affiliates, including our Sponsor, receive fees or reimbursements in connection with our Follow-on Offering and the management of our investments.
The following table presents a summary of fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements with such parties (amounts in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Amounts included in the Consolidated Statements of Operations | ||||||||||||||||
| Costs incurred by our Manager and its affiliates (1) | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Management fees (2) |
|
|
|
|
||||||||||||
| Insurance (3) |
|
|
|
|
||||||||||||
| Director compensation |
|
|
|
|
||||||||||||
| Property management oversight fees (2) |
|
|
||||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| Capitalized costs included in the Consolidated Balance Sheets | ||||||||||||||||
| Development fee and reimbursements | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Insurance (3) |
|
|
|
|
||||||||||||
| $ |
|
$ |
|
$ |
|
$ |
|
|||||||||
| (1) |
|
| (2) |
|
| (3) |
|
The following table summarizes amounts included in Due to affiliates in our consolidated balance sheets (amounts in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| Management and property management fees | $ |
|
$ |
|
||||
| Development fees |
|
|
||||||
| Employee cost sharing and reimbursements (1) |
|
|
||||||
| Accrued interest |
|
|
||||||
| Director compensation |
|
|
||||||
| $ |
|
$ |
|
|||||
| (1) |
|
| 10 |
Other Operating Expenses
Pursuant to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”), we reimburse our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf in connection with the selection, acquisition or origination of investments, whether or not we ultimately acquire or originate an investment. We also reimburse our Manager, Sponsor and their respective affiliates for out-of-pocket expenses paid to third parties in connection with providing services to us.
Pursuant
to the terms of the employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor, we reimburse
our Sponsor and our Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing
services to us. During the three months ended September 30, 2025 and 2024, our Manager and its affiliates, including our Sponsor, incurred
operating expenses of $
Management Fee
Subject to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”) and the oversight of our Board, our Manager is responsible for managing our affairs on a day-to-day basis and for the origination, selection, evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets, including but not limited to commercial real estate loans, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses.
Pursuant
to the Management Agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of
Property Management Oversight Fee
We, through the individual subsidiaries of our Operating Companies, pay our Manager, or an affiliate of our Manager, an annual property
management oversight fee equal to
Development Fees and Reimbursements
Affiliates of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation and other overhead expenses incurred in connection with the project.
During
the three months ended September 30, 2025 and 2024, we incurred development fees earned during the construction phase of $
During
the three months ended September 30, 2025 and 2024, we incurred employee reimbursement expenditures to our affiliates acting as development
managers of $
| 11 |
Acquisition Fees
We
will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to
Insurance
Certain immediate family members of our Chief Executive Officer have a passive indirect minority beneficial ownership interest in Belpointe Specialty Insurance, LLC (“Belpointe Specialty Insurance”). Belpointe Specialty Insurance has acted, and may continue to act, as our broker in connection with the placement of insurance coverage for certain of our properties and operations. Belpointe Specialty Insurance earns brokerage commissions related to the brokerage services that it provides to us, which commissions vary, are based on a percentage of the premiums that we pay and are set by the insurer. We have also engaged Belpointe Specialty Insurance to provide us with contract insurance consulting services related to owner-controlled insurance programs, for which we pay an administration fee. Management believes that the commissions that Belpointe Specialty Insurance earns are comparable to those commissions that we would pay to unaffiliated third parties in arms-length transactions.
During
the three months ended September 30, 2025 and 2024, we obtained insurance coverage and paid premiums in the aggregate amount of less
than $
Economic Dependency
Under various agreements we have engaged our Manager and its affiliates, including in certain cases our Sponsor, to provide certain services that are essential to us, including asset management services, asset acquisition and disposition services, supervision of our Follow-on Offering and any other offerings that we may conduct, as well as other administrative responsibilities for the Company, including, without limitation, accounting services and investor relations services. As a result of these relationships, we are dependent upon our Manager and its affiliates, including our Sponsor. In the event that our Manager and its affiliates are unable to provide us with the services we have engaged them to provide, we would be required to find alternative service providers.
Note 5 – Real Estate, Net
Real Estate Under Construction
The following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| Beginning balance | $ |
|
$ |
|
||||
| Placed in service |
(
|
) |
(
|
) | ||||
| Capitalized costs (1) (2) |
|
|
||||||
| Capitalized interest |
|
|
||||||
| Impairment charges (3) |
(
|
) | ||||||
| $ |
|
$ |
|
|||||
| (1) |
|
| (2) |
|
| (3) |
|
| 12 |
Placed in Service
On
September 30, 2025, our development project at 1000 First Avenue North, St Petersburg, Florida (“VIV”) reached substantial
completion, and as a result, we reclassified $
Non-cash Disclosures
For
the nine months ended September 30, 2025, non-cash investing activity relating to the development of real estate totaled $
Depreciation Expense
Depreciation
expense was $
Note 6 – Intangible Assets and Liabilities
Intangible assets and liabilities are summarized as follows (amounts in thousands):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||||||||||||||
| Finite-Lived Intangible Assets | ||||||||||||||||||||||||
| In-place leases | $ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||||
| Indefinite-Lived Intangible Assets | ||||||||||||||||||||||||
| Development rights |
|
|
|
|
||||||||||||||||||||
| Total intangible assets | $ |
|
$ |
(
|
) | $ |
|
$ |
|
$ |
(
|
) | $ |
|
||||||||||
| Finite-Lived Intangible Liabilities | ||||||||||||||||||||||||
| Below-market leases | $ |
(
|
) | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ |
(
|
) | ||||||||
| Total intangible liabilities | $ |
(
|
) | $ |
|
$ |
(
|
) | $ |
(
|
) | $ |
|
$ |
(
|
) | ||||||||
In-place leases and development rights intangible assets, noted above, are included in Intangible assets on the consolidated balance sheets. Below-market lease liabilities, noted above, are included in Lease liabilities on the consolidated balance sheets.
Amortization
of in-place lease intangible assets was less than $
Amortization
of below-market lease liabilities was less than $
| 13 |
Note 7 – Debt, Net
2025 Debt Transactions
On
September 29, 2025, we, through our indirect majority-owned subsidiaries, entered into a variable-rate non-recourse mortgage loan providing
for up to $
The following table details our Debt, net (dollars in thousands):
| Carrying Value as of | ||||||||||||||||||||
| Indebtedness |
Weighted Average Interest Rate |
Maturity Date | Maximum Facility | September 30, 2025 | December 31, 2024 | |||||||||||||||
| (unaudited) | ||||||||||||||||||||
| Fixed rate loans | ||||||||||||||||||||
| 1991 Main Mezzanine Loan (1) | — | $ | $ |
|
||||||||||||||||
| 900 8th Land Loan (2) |
|
|
N/A |
|
|
|||||||||||||||
| Variable rate loans | ||||||||||||||||||||
| 1991 Main Construction Loan (1) | — |
|
||||||||||||||||||
| 1000 First Construction Loan (3) |
SOFR +
|
|
$ |
|
|
|
||||||||||||||
| Aster & Links Loans (4) |
SOFR +
|
|
$ |
|
|
|||||||||||||||
| Total debt |
|
|
||||||||||||||||||
| Unamortized debt issuance costs |
(
|
) |
(
|
) | ||||||||||||||||
| Unamortized debt discount |
(
|
) |
(
|
) | ||||||||||||||||
| Debt, net | $ |
|
$ |
|
||||||||||||||||
| (1) |
|
| (2) |
|
| (3) |
|
| (4) |
|
| 14 |
The following table summarizes the scheduled future principal payments under our debt arrangements as of September 30, 2025 (amounts in thousands):
| Year ended December 31, | (unaudited) | |||
| 2025 (remainder) | $ | |||
| 2026 |
|
|||
| 2027 |
|
|||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ |
|
||
Interest
paid, net of capitalized interest for the nine months ended September 30, 2025 and 2024, was $
Amortization
of deferred financing costs for the three months ended September 30, 2025 and 2024, was $
Guarantees and Covenants
Each of our indebtedness agreements are secured by either the individual underlying real estate investments or by a pledge of ownership interests in the entity that indirectly owns the real estate investment. In connection with certain agreements, we have provided guarantees of payment and performance, completion guarantees, which, among other things, guarantee completion of the work at each individual construction project, as well as carveout guarantees pursuant to which we guarantee the borrowers obligations with respect to certain non-recourse carveout events, such as “bad acts,” environmental conditions, and violations of certain provisions of the loan documents. We also provided a customary environmental indemnity agreement to the certain lenders pursuant to which we agreed to protect, defend, indemnify, release and hold harmless such lenders from and against certain environmental liabilities related to the real estate investments for which they apply.
Note 8 – Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between marketplace participants at the measurement date under current market conditions ( i.e. , the exit price).
We categorize our financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
Financial assets and liabilities recorded on the consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
Level 2 – Significant other observable inputs ( e.g. , quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).
Level 3 – Valuation generated from model-based techniques that use inputs that are significant and unobservable in the market. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow methodologies or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.
We estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of September 30, 2025 and December 31, 2024.
| 15 |
Recurring Fair Value Measurements
Assets measured at fair value on a recurring basis are comprised of our interest rate caps (see Note 9 – Derivative Instruments). The valuation of our interest rate caps are prepared by an independent third-party and are classified as Level 2 in the fair value hierarchy, as the valuation is approximated using market values of similar instruments in active markets.
The following table sets forth the carrying value and estimated fair value of our debt arrangements as of September 30, 2025 and December 31, 2024, respectively (amounts in thousands):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||
| Level | Carrying Value (1) | Fair Value (2) | Carrying Value (1) | Fair Value (2) | ||||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||||||
| Total indebtedness | 2 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||
| (1) |
|
| (2) |
|
Note 9 – Derivative Instruments
In connection with our 1000 First Construction Loan, Aster & Links Mortgage Loan and Aster & Links Mezzanine Loan (collectively, the “Variable Rate Loans”) (see Note 7 – Debt, Net), we are required to obtain and maintain interest rate protection in the form of interest rate caps during the term of the Variable Rate Loans to effectively limit the impact of increases in the one-month term SOFR. We are subject to credit risk by the counterparty of these derivative instruments in the event of non-performance under the derivative contracts, however we believe the risk to be minimal.
The following table details our derivative financial instruments as of September 30, 2025 (amounts in thousands):
| Interest Rate Derivative | Notional Amount | Strike Price | Maturity Date | |||||||
| 1991 Main Construction Loan interest rate cap | $ |
|
|
% |
|
|||||
| 1000 First Construction Loan interest rate cap | $ |
|
|
% |
|
|||||
| Aster & Links Loans interest rate caps | $ |
|
|
% |
|
|||||
The following table details the fair value of our derivative financial instruments (amounts in thousands):
| Fair Value (1) | ||||||||
| Interest Rate Derivative | September 30, 2025 | December 31, 2024 | ||||||
| (unaudited) | ||||||||
| Interest rate caps | $ |
|
$ |
|
||||
| (1) |
|
| 16 |
The following table details the effect of our derivative financial instruments on our consolidated statements of operations (amounts in thousands):
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||
| Interest Rate Derivative | Location of Gain (Loss) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||||
| Interest rate caps | Other expense | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | |||||
Note 10 – Members’ Capital
Our Operating Agreement generally authorizes our Board to issue any number of units and options, rights, warrants and appreciation rights relating to such units for consideration or for no consideration and on such terms and subject to such conditions as determined by our Board, in its sole discretion, and in most cases without the approval of our members. These additional securities may be used for a variety of purposes, including in future offerings to raise additional capital and acquisitions. Our Operating Agreement currently authorizes the issuance of an number of Class A units, Class B units and Class M unit.
During the three months ended September 30, 2025 and 2024, we issued and Class A units, respectively. During the nine months ended September 30, 2025 and 2024, we issued and Class A units, respectively. As of September 30, 2025 and December 31, 2024, there were and Class A units, respectively, Class B units and Class M unit issued and outstanding.
Class A units
Upon payment in full of any consideration payable with respect to the initial issuance of our Class A units, the holder thereof will not be liable for any additional capital contributions to the Company. Holders of Class A units are not entitled to preemptive, redemption or conversion rights. Holders of our Class A units are entitled to one vote per unit on all matters submitted to a vote of our members generally. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled to be cast.
Holders of our Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions and to any restrictions on distributions imposed by the terms of any preferred units we issue.
Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of Class B units and preferred units, if any, holders of our Class A units are entitled to receive our remaining assets available for distribution.
Class B units
All of our Class B units are currently held by our Manager and were issued on September 14, 2021. Holders of our Class B units are not entitled to preemptive, redemption or conversion rights. Holders of our Class B units are entitled to one vote per unit on all matters submitted to a vote of our members generally. Matters must generally be approved by a majority (or, in the case of the election of directors, by a plurality) of the votes entitled to be cast.
Holders
of our Class B units are entitled to share ratably as a class in
Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units, if any, holders of Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant to the terms of the Class B units, regardless of whether the holders of our Class A units have received a return of their capital.
| 17 |
Class M unit
The Class M unit is currently held by our Manager and was issued on September 14, 2021. The holder of our Class M unit is not entitled to preemptive, redemption or conversion rights. The holder of our Class M unit is entitled to that number of votes equal to the product obtained by multiplying (i) the sum of the aggregate number of outstanding Class A units plus Class B units, by (ii) 10, on matters on which the Class M unit has a vote. Our Manager will continue to hold the Class M unit for so long as it remains our manager.
The holder of our Class M unit does not have any right to receive ordinary, special or liquidating distributions.
Preferred units
Under our Operating Agreement, our Board may from time to time establish and cause us to issue one or more classes or series of preferred units and set the designations, preferences, rights, powers and duties of such classes or series.
Basic and Diluted Loss Per Class A Unit
For
the three months ended September 30, 2025 and 2024, the basic and diluted weighted-average units outstanding were
and
,
respectively. For the three months ended September 30, 2025 and 2024, net loss attributable to Class A units was $
Note 11 – Commitments and Contingencies
Litigation
From time to time the Company may become involved in certain non-material litigation, as described below, or other claims arising in the ordinary course of business. As of September 30, 2025, neither we nor any of our subsidiaries were subject to any material legal proceedings nor were we aware of any material legal proceedings threatened against us or any of our subsidiaries.
The Galinn Fund LLC
On December 5, 2024, the Galinn Fund LLC, a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC Storrs SPV, LLC (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501 Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”), and two additional entities (the “Guarantors”).
In
the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”)
in the principal amount of $
In March 2020, when we first acquired an equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the investment and is no longer in any way affiliated with or authorized to act on behalf of CMC. We maintain that the Loan was obtained as a result of Chen’s fraud and Galinn’s negligence, and had Galinn done adequate due diligence, or reviewed the publicly available filings on the State of Connecticut’s Business Records website, or even a basic Google search, Chen’s lack of authority would have been readily apparent prior to Galinn having made the Loan.
On September 15, 2025, CMC filed an amended counterclaim and cross complaint against Chen and Galinn alleging, among other things, fraud, wrongful conduct, theft, conversion, forgery, slander and violations of the Connecticut Unfair Trade Practices Act, and seeking certain declaratory relief as well as damages, attorneys’ fees, and costs and expenses related thereto.
We dispute any liability in this litigation, believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter.
Development Projects
In
connection with the development of Aster & Links and VIV, we have entered into separate construction management agreements for each
asset which contain terms and conditions that are customary for the related scope of work. As of September 30, 2025, we have an aggregate
unfunded commitment of $
| 18 |
Note 12 – Segment Reporting
We
identify our operating segments based on the way we organize and evaluate our business. As a result of having placed Aster & Links
into service and the commencing of operations in 2024, we revised our reportable segments to include the following
| ● | Commercial Segment — which includes properties such as office, retail centers, and warehouses (the “Commercial Segment”). For reporting purposes, we aggregate these asset types into the Commercial Segment given their similar characteristics in property management and leasing. | |
| ● | Mixed-use Segment — which includes properties that have both residential and retail spaces within a single real estate asset (the “Mixed-use Segment”). |
Our CODM reviews financial information presented on an operating segment basis for purposes of allocating resources, making decisions and assessing financial performance.
We believe that analyzing net operating income (loss) by segment (“Segment NOI”) provides a useful measure of the performance of our business, as it reflects the core rental operations of our operating real estate. Segment NOI is calculated as rental revenue, less property expenses, excluding corporate level items, such as management fees incurred to our Manager (see Note 4 – Related Party Arrangements), depreciation and amortization, general and administrative expenses, interest expense, and other non-operating items.
The following table details the unaudited results of Segment NOI, reconciled to our consolidated statements of operations for the three months ended September 30, 2025 and 2024 (amounts in thousands):
|
Three Months Ended September 30, |
||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Commercial Segment | Mixed-use Segment | Total | Commercial Segment | Mixed-use Segment | Total | |||||||||||||||||||
| Segment NOI: | ||||||||||||||||||||||||
| Rental revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| Property expenses |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
| Total Segment NOI | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||
| Non-segment items: | ||||||||||||||||||||||||
| Management fees, included in Property expenses |
(
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) |
(
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) | ||||||||||||||||||||
| General and administrative |
(
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) |
(
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) | ||||||||||||||||||||
| Interest expense |
(
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) |
(
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) | ||||||||||||||||||||
| Depreciation and amortization |
(
|
) |
(
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) | ||||||||||||||||||||
| Interest income |
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||||||||||||||||||||||
| Other expense |
(
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) |
(
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) | ||||||||||||||||||||
| Loss on extinguishment of debt |
(
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) | ||||||||||||||||||||||
| Net loss |
(
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) |
(
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) | ||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests |
|
(
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) | |||||||||||||||||||||
| Net loss attributable to Belpointe PREP, LLC | $ |
(
|
) | $ |
(
|
) | ||||||||||||||||||
| 19 |
The following table details the unaudited significant expense categories by segment for the three months ended September 30, 2025 and 2024 (amounts in thousands):
|
Three Months Ended September 30, |
||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Commercial Segment | Mixed-use Segment | Total | Commercial Segment | Mixed-use Segment | Total | |||||||||||||||||||
| Property expenses: | ||||||||||||||||||||||||
| Real estate taxes | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| Management fees (1) |
|
|
|
|
|
|
||||||||||||||||||
| Repairs & maintenance |
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|
|
|
|
|
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| Insurance |
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|
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| Utilities |
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|
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|
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| Other property expenses |
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|
|
|
||||||||||||||||||||
| Total property expenses (1) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| (1) |
|
The following table details the unaudited results of Segment NOI, reconciled to our consolidated statements of operations for the nine months ended September 30, 2025 and 2024 (amounts in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Commercial Segment | Mixed-use Segment | Total | Commercial Segment | Mixed-use Segment | Total | |||||||||||||||||||
| Segment NOI: | ||||||||||||||||||||||||
| Rental revenue | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| Property expenses |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) |
(
|
) | ||||||||||||
| Total Segment NOI | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | $ |
(
|
) | ||||||
| Non-segment items: | ||||||||||||||||||||||||
| Management fees, included in Property expenses |
(
|
) |
(
|
) | ||||||||||||||||||||
| General and administrative |
(
|
) |
(
|
) | ||||||||||||||||||||
| Interest expense |
(
|
) |
(
|
) | ||||||||||||||||||||
| Depreciation and amortization |
(
|
) |
(
|
) | ||||||||||||||||||||
| Impairment of real estate |
(
|
) | ||||||||||||||||||||||
| Interest income |
|
|
||||||||||||||||||||||
| Other expense |
(
|
) |
(
|
) | ||||||||||||||||||||
| Loss on extinguishment of debt |
(
|
) | ||||||||||||||||||||||
| Net loss |
(
|
) |
(
|
) | ||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests |
|
(
|
) | |||||||||||||||||||||
| Net loss attributable to Belpointe PREP, LLC | $ |
(
|
) | $ |
(
|
) | ||||||||||||||||||
| 20 |
The following table details the unaudited significant expense categories by segment for the nine months ended September 30, 2025 and 2024 (amounts in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Commercial Segment | Mixed-use Segment | Total | Commercial Segment | Mixed-use Segment | Total | |||||||||||||||||||
| Property expenses: | ||||||||||||||||||||||||
| Real estate taxes | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| Management fees (1) |
|
|
|
|
|
|
||||||||||||||||||
| Repairs & maintenance |
|
|
|
|
|
|
||||||||||||||||||
| Insurance |
|
|
|
|
|
|
||||||||||||||||||
| Utilities |
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|
|
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|
||||||||||||||||||
| Other property expenses |
|
|
|
|
||||||||||||||||||||
| Total property expenses (1) | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||
| (1) |
|
The following table details our total assets by segment as of September 30, 2025, and December 31, 2024 (amounts in thousands):
| September 30, 2025 | December 31, 2024 | |||||||
| (unaudited) | ||||||||
| Commercial Segment | $ |
|
$ |
|
||||
| Mixed-use Segment |
|
|
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| Other non-segment assets (1) |
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|
||||||
| Total assets | $ |
|
$ |
|
||||
| (1) |
|
Note 13 – Subsequent Events
Management has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the consolidated financial statements were issued require potential adjustment to or disclosure in the consolidated financial statements and has concluded that, except as set forth below and disclosed herein, all such events or transactions that would require recognition or disclosure have been recognized or disclosed.
On October 21, 2025, we repaid $
On November 12, 2025, our Board authorized the renewal of the Management Agreement between us, our Operating Companies and our Manager for an additional three year term.
In addition, on November 12, 2025, our Board also authorized our entry into an Amended and Restated Services and Cost Sharing Agreement and Indemnification Agreement with our Operating Companies, Manager and certain of their respective subsidiaries, affiliates and associates.
| 21 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q (this “Form 10-Q”), unless context otherwise requires, references to “we,” “us,” “our” or the “Company” refer to Belpointe PREP, LLC, its operating companies, Belpointe PREP OC, LLC, and Belpointe PREP TN OC, LLC (each an “Operating Company” and collectively, the “Operating Companies”), and each of the Operating Companies’ direct and indirect subsidiaries, collectively.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and related notes appearing elsewhere in this Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”) filed with the U.S. Securities and Exchange Commission on March 31, 2025, a copy of which may be accessed here . As discussed in the section entitled “Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below, identified in the section entitled “Forward-Looking Statements,” and those discussed in the section entitled “Risk Factors” included our Annual Report.
Overview
We are the only publicly traded qualified opportunity fund listed on a national securities exchange. We are a Delaware limited liability company formed on January 24, 2020, and a partnership for U.S. federal income tax purposes. We qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020. Because we are a qualified opportunity fund certain of our investors are eligible for favorable capital gains tax treatment on their investments.
We are focused on identifying, acquiring, developing or redeveloping and managing properties in two operating segments: commercial and mixed-use real estate, in each case located within qualified opportunity zones. The commercial segment consists of properties such as office, retail centers, and warehouses (the “Commercial Segment”), and the mixed-use segment consists of properties that have both residential and retail spaces within a single real estate asset (the “Mixed-use Segment”).
At least 90% of our assets consist of qualified opportunity zone property, and all of our assets are and will continue to be held by, and all of our operations are and will continue to be conducted through, one or more of our Operating Companies, either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), which is an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”). Subject to the oversight of our board of directors (our “Board”), our Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf.
We are the successor in interest to Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), incorporated on June 19, 2018. During the year ended December 31, 2021, we acquired all of the outstanding shares of common stock of Belpointe REIT in an exchange offer and related conversion and merger transaction.
On May 9, 2023, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering”).
In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer Manager enters into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering.
For the three and nine months ended September 30, 2025, we have sold aggregate gross proceeds of $4,380,590 and $8,403,711, respectively, of Class A units in connection with our Follow-on Offering. Together with the gross proceeds raised in our primary offering, which expired in 2024 (our “Primary Offering,” and together with our Follow-on Offering, our “Public Offerings”), and the gross proceeds raised in Belpointe REIT’s prior offerings, as of September 30, 2025, we have raised aggregate gross offering proceeds of $365.7 million.
The purchase price for Class A units in our Follow-on Offering is the lesser of (i) the net asset value (“NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On August 29, 2025, we announced that our NAV as of June 30, 2025 was equal to $116.74 per Class A unit.
| 22 |
Our Business Outlook
Market conditions for commercial and mixed-use properties in the geographic regions in which we operate have generally remained consistent over the past several quarters. However, future economic conditions and demand for commercial and mixed-use properties are, and the real estate industry in general is, subject to ongoing uncertainty as a result of a number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of unemployment, reductions in or cancellations of government programs and spending, fluctuating interest rates, higher rates of inflation, potentially higher costs associated with the development of our projects, the availability of credit, financial market volatility, uncertainty around the timing, magnitude and impact of tariffs and general political and economic uncertainty, increasing energy costs, supply chain disruptions and labor shortages. The potential effect of these and other factors and the projected impact of these and other events on our business, results of operations and financial performance, presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our investments, and the laws, regulations and governmental and regulatory policies applicable to us. As a result, our past performance may not be indicative of future results.
The One Big Beautiful Bill Act and Opportunity Zones 2.0
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, making qualified opportunity zones a permanent feature of the U.S. federal income tax laws. Among other things, the OBBBA calls for the designation of new opportunity zones by state governors beginning on July 1, 2026 (and taking effect on January 1, 2027), and each 10-year period thereafter, and creates a new category of qualified opportunity funds, called the qualified rural opportunity fund, which will offer a 30% step-up in basis on deferred capital gains for qualifying investments.
The OBBBA also extends multiple other provisions of the 2017 Tax Cuts and Jobs Act and makes significant changes to various areas of the U.S. federal tax laws. We are currently in the early stages of evaluating the impact that the OBBBA may have on our future investment strategy, and you are urged to consult with your tax advisors with respect to the OBBBA and its potential effect on an investment in our Class A units.
Given the evolving nature of certain of these factors, the extent to which they may impact our future performance and financial results will depend on future developments which remain highly uncertain and, as a result, at this time we are unable to estimate the impact that these factors may have on our future financial results. Our Manager continuously reviews our investment and financing strategies for optimization and to reduce our risk in the face of the fluidity of these and other factors.
Our Investments
As of the date of this Form 10-Q, our investment portfolio consisted of the following commercial and mixed-use properties:
1991 Main Street – Sarasota, Florida (“Aster & Links”) – 1991 Main Street (“1991 Main” or “Aster & Links”) is a 5.13-acre mixed-use luxury development site in downtown Sarasota, Florida, which we acquired for an aggregate purchase price of $20.7 million, inclusive of transaction costs. In August 2023, we acquired an adjacent parcel that was previously subject to a ground lease for a purchase price of $4.9 million, inclusive of transaction costs. In July 2024, we also completed the redevelopment of 1900 Fruitville Road, a nearby 1.2-acre site which we acquired for an aggregate purchase price of $4.7 million, inclusive of transaction costs, to provide additional non-exclusive parking for Aster & Links’ retail tenants, including Sprouts Farmers Market ® (“Sprouts”).
During the year ended December 31, 2024, we substantially completed construction and began leasing at Aster & Links. The property comprises two distinct ten-story buildings with a total of 424 luxury residential units, including a mix of one-, two-, three-, and four-bedroom apartments, townhome-style penthouse residences, and six guest suites. The development also includes approximately 51,000 square feet of ground-floor retail space and more than 900 garage and surface-level parking spaces designed to accommodate both residents and retail customers.
In September 2025, we completed an approximately $204.1 million post-construction financing for Aster & Links, the proceeds of which were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization. We expect the refinancing to generate annual interest savings of several million dollars over the term of the loans. See “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans ” below for a more detailed discussion of the refinancing.
Aster & Links features an extensive suite of resident amenities, including a clubroom, fitness center, center courtyard with a heated saltwater pool and rooftop amenities such as a community room, a private dining area for events, and outdoor grills and seating. Each building contains its own leasing office to support new residents. As of October 31, 2025, Aster & Links was greater than 55% leased.
Sprouts occupies approximately 23,000 square feet of retail space at Aster & Links, and, together with other curated retail tenants, enhances the project’s walkability and community activation. Situated in downtown Sarasota, at the intersection of Main Street and Links Avenue, Aster & Links is located in a high foot traffic area next to a number of popular retail establishments. Sarasota’s metro area economy has historically been the largest of the southwest Florida markets and has experienced strong gains in jobs, population, and home values over the past few years. We believe that Aster & Links is well-positioned to be a premier residential and retail destination in the heart of what will continue to be a vibrant city.
| 23 |
Aster & Links Mortgage and Mezzanine Loans
On September 29, 2025, we, through our indirect majority-owned subsidiaries, BPOZ 1991 Main, LLC, a Delaware limited liability company (“BPOZ 1991 Main”), and BP Mezz 1991 Main, LLC, a Delaware limited liability company and holding company for BPOZ 1991 Main (“BP Mezz 1991 Main” and, together with BPOZ 1991 Main, the “Aster & Links Borrowers”), entered into a variable-rate mortgage loan agreement (the “Aster & Links Mortgage Loan Agreement”) and variable-rate mezzanine loan agreement (the “Aster & Links Mezzanine Loan Agreement” and, together with the Aster & Links Mortgage Loan Agreement, and all other agreements and instruments executed by the Aster & Links Borrowers or the Company in connection therewith, the “Aster & Links Loan Agreements”) with SM Finance III LLC, a Delaware limited liability company (the “SMF”), for up to approximately $204.1 million in aggregate principal amount (the “Aster & Links Loans” or “Aster & Links Refinance Transactions”), of which a total of approximately $172.8 million was advanced at the closing (the “Initial Advance”). The Aster & Links Loans bear interest at a fluctuating rate based on: (i) one-month term Secured Overnight Financing Rate (“SOFR”), subject to a 3.25% floor, plus (ii) a blended rate of 2.55%, require interest-only monthly payments during their term, and initially mature on October 11, 2027, with two one-year extensions exercisable at the Aster & Links Borrowers’ election, but subject to SMF’s approval based on certain terms and conditions set forth in the Aster & Links Loan Agreements.
We used approximately $165.8 million of the proceeds from the Initial Advance to extinguish our existing variable-rate construction loan with Bank OZK and mezzanine loan with Southern Realty Trust Holdings, LLC. The remaining proceeds from the Initial Advance and any proceeds from additional advances may be used to fund expenses that we incur or advance in connection with leasing the remaining non-residential space at Aster & Links, as well as for certain capital expenditures, and, subject to the terms and conditions set forth in the Aster & Links Loan Agreements, to fund up to an aggregate of $9.0 million in earnouts, and up to an aggregate of $9.0 million in approved debt service and carry expenses.
The Aster & Links Loans are secured by a first-priority mortgage on Aster & Links by BPOZ 1991 Main in favor of SMF, and a pledge by BP Mezz 1991 Main of all of its rights, title and interest in BPOZ 1991 Main to SMF. In addition, we have entered into a series of guaranty agreements in favor of SMF, whereby the Company, as guarantor, has guaranteed payment and performance of certain of the Aster & Links Borrowers’ obligations under the Aster & Links Loan Agreements. The guaranty agreements also require, among other things, that we maintain certain net worth and liquid asset standards during the term of the Aster & Links Loans.
As of September 30, 2025, we have drawn down approximately $172.8 million under the Aster & Links Loans.
The foregoing description of the Aster & Links Mortgage Loan Agreement and Aster & Links Mezzanine Loan Agreement, are a summary, do not purport to be complete and are qualified in their entirety by reference to the Aster & Links Mortgage Loan Agreement and Aster & Links Mezzanine Loan Agreement, copies of which are filed as Exhibits 10.4 and 10.5, respectively, to this Quarterly Report on Form 10-Q.
Aster & Links Construction Management Agreement
During the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development of Aster & Links (the “1991 Main CMA”). The 1991 Main CMA contains terms and conditions that are customary for a project of this type and is subject to a guaranteed maximum price (a “GMP”). We currently anticipate that the funding for construction and soft costs associated with the development will be a minimum of $180.2 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater than 6%.
Aster & Links Interest Rate Caps
In connection with the Aster & Links Loans, the Borrowers have entered into interest rate cap agreements (the “Aster & Links Interest Rate Cap”) with an aggregate notional amount of approximately $204.1 million and one-month term SOFR strike rate equal to 6.0% per annum, which Aster & Links Interest Rate Cap has been assigned to SMF pursuant to the terms of the Aster & Links Loans Agreements. The Aster & Links Interest Rate Cap will continue through October 15, 2027, and, pursuant to the terms of the Aster & Links Loan Agreement, must either be extended or the Borrowers must enter into a new interest rate cap agreement that extends through the date of any extensions granted by SMF.
1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) – 1000 First Avenue North, St. Petersburg, Florida (“1000 First” or “VIV”) consists of several parcels, totaling approximately 1.6-acres, which we acquired for an aggregate purchase price of $12.1 million, inclusive of transaction costs. As of September 30, 2025, construction was approximately 97.7% complete. Leasing commenced in October 2025, and the first residential move-ins are scheduled to occur in November 2025. As of October 31, 2025, VIV was approximately 10% leased.
VIV consists of two 11-story residential towers above a four-story parking structure, containing 269 apartment homes with a mix of studio, one-, two-, and three-bedroom units, and approximately 15,500 square feet of ground-floor retail space. Amenities include a clubroom, fitness center, courtyard with a swimming pool, shared working space, and leasing office.
VIV is located in downtown St. Petersburg, one mile west of Tampa Bay and the downtown waterfront district, and one block from Tropicana Field, home of the Tampa Bay Rays. The property offers direct access to downtown amenities, including public parking, restaurants, museums, and cultural attractions.
| 24 |
St. Petersburg placed 46th on Niche’s 2025 Best Cities to Live in America list, earning an Overall Niche Grade of “A.” St. Petersburg is the 5th largest city in Florida and the 86th largest city in the United States and an annual population growth rate of approximately 0.6% in 2024. Downtown St. Petersburg is one of the fastest growing neighborhoods in the Tampa-St. Petersburg-Clearwater metropolitan statistical area (“MSA”) and has experienced increased demand in recent years because of proximity to the water, sporting events, shopping, bars and restaurants in the neighborhood. The Tampa-St. Petersburg-Clearwater MSA is home to more than 19 corporate headquarters, 13 of which are on the 2024 edition of the Inc. 5000 (listing the fastest-growing private companies in America). The St. Petersburg area also includes a branch of St. Petersburg College and the University of South Florida St. Petersburg and is home to two professional sports teams, the Tampa Bay Rays (Major League Baseball) and the Tampa Bay Rowdies (United Soccer League Championship).
900 First Avenue North (“900 First”) is a parcel of land containing a two-tenant retail building which we acquired for an aggregate purchase price of $2.5 million, inclusive of transaction costs. 900 First will remain a two-tenant retail building, and we have transferred the additional development rights to VIV.
VIV Construction Management Agreement
In April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the development of VIV (the “1000 First CMA”). The 1000 First CMA contains terms and conditions that are customary for a project of this type and will be subject to a GMP of $141.1 million.
VIV Construction Loan
On June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1000 First Construction Loan Agreement”) for up to $104.0 million in principal amount (the “1000 First Construction Loan”) with various lenders, which is secured by VIV. Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55% and may be used to fund the development of VIV. The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options, subject to certain restrictions. As of September 30, 2025, we have drawn down $73.9 million on the 1000 First Construction Loan. In addition, we have entered into a series of guaranty agreements which require, among other things, that we maintain certain net worth and liquid asset standards during the term of the 1000 First Construction Loan. The 1000 First Construction Loan is prepayable in whole or in part at any time with not less than 45 days’ notice. Full prepayment is subject to an interest rate make-whole amount, if any, calculated as of the prepayment date.
VIV Interest Rate Cap
As required under the terms of the 1000 First Construction Loan Agreement, on June 26, 2025, our indirect majority-owned subsidiary entered into an interest rate cap agreement, effective July 1, 2025, with a notional amount of $104.0 million, a strike price of 6.25% and which is scheduled to mature on July 1, 2026.
1701, 1702 and 1710 Ringling Boulevard – Sarasota, Florida – 1701 Ringling Boulevard (“1701 Ringling”) and 1710 Ringling Boulevard (“1710 Ringling”) make up a 1.6-acre site, consisting of a six-story office building and a parking lot which we acquired for an aggregate purchase price of $7.0 million, inclusive of transaction costs. We currently anticipate that 1701 Ringling will be renovated into a modern office building, consisting of approximately 80,000 square feet of rentable space, with 1710 Ringling consisting of an approximately 128-space parking lot. Upon acquiring 1701 Ringling, we entered into a new lease agreement with the existing tenant covering approximately 42,000 square feet for an initial term of 20 years, and several lease extension options.
1702 Ringling Boulevard (“1702 Ringling” and, together with 1701 Ringling and 1710 Ringling, “1701-1710 Ringling”) is a 0.327-acre site consisting of a fully-leased, single-story 1,546 gross square foot single-tenant office building and associated parking lot, which we acquired for an aggregate purchase price of $1.5 million, inclusive of transaction costs. We currently anticipate holding 1702 Ringling for future multifamily development.
1701-1710 Ringling is located within the historic downtown Sarasota area along Ringling Boulevard, a major two-way arterial road, with good access to the surrounding Sarasota market, as well as easy access to Interstate 75 and the greater Tampa-St Petersburg area. 1701-1710 Ringling is located in a high foot traffic area close to a number of popular restaurants and retail establishments.
497-501 Middle Turnpike and Cedar Swamp Road – Storrs, Connecticut – 497-501 Middle Turnpike (“497-501 Middle”) is an approximately 60.0-acre site, consisting of approximately 30 acres of former golf course and approximately 30 acres of wetlands some of which includes walking trails. On June 28, 2022, through an indirect majority-owned subsidiary, we acquired a 70.2% controlling interest (the “CMC Interest”) in CMC Storrs SPV, LLC (“CMC”), the holding company for 497-501 Middle, for an initial capital contribution of $3.8 million. As part of the transaction two unaffiliated joint venture partners (the “CMC JV Partners”) were deemed to have made initial capital contributions to CMC. Following our acquisition of the CMC Interest, we discovered that one of the CMC JV Partners had misappropriated cash from the other’s cash account. Accordingly, the CMC JV Partner forfeited $1.0 million, or 29.8%, of their noncontrolling interest in CMC on March 24, 2023. As a result of the forfeiture, we indirectly own a 100% controlling interest in CMC.
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We currently anticipate 497-501 Middle will be developed into an approximately 261-apartment home community and an adjacent single-family home, with amenities that will include a leasing office, clubroom with a chef’s kitchen, fitness center, game room, study/lounge area, meeting rooms, and an outside AstroTurf meadow.
Cedar Swamp Road (“Cedar Swamp Road”) is a 1.1-acre site immediately adjacent to 497-501 Middle, which we acquired for a purchase price of $0.3 million, inclusive of transaction costs. We currently anticipate adding Cedar Swamp Road to the 497-501 Middle development.
497-501 Middle and Cedar Swamp Road are located less than a mile from the main college campus at the University of Connecticut (“UConn”) in Storrs, Connecticut (“Storrs”), approximately 30 minutes from Hartford, Connecticut, and 90 minutes from Boston, Massachusetts. UConn ranked 32nd among “Top Public Schools” nationally in the 2025 U.S. New & World Report (“U.S. News”) collegiate rankings, and, based on a fact sheet published by UConn, over 20,056 undergraduate students attended college at the Storrs campus in Fall 2024, with more than a third of a students living off campus.
900 8th Avenue South – Nashville, Tennessee – 900 8th Avenue South (“900 8th Avenue South”) is a 3.2-acre land assemblage, which we acquired for an aggregate purchase price of $19.7 million, inclusive of transaction costs.
On June 26, 2024, we, through our indirect majority-owned subsidiary, 900 Eighth, LP, a Tennessee limited liability company (“900 Eighth”), entered into a fixed-rate loan for $10.0 million in principal amount with KHRE SMA Funding, LLC, which is secured by 900 8th Avenue South (the “900 8th Land Loan”). The 900 8th Land Loan bears interest at a rate of 9.50% per annum. In June 2025, we exercised the first six-month extension option on the 900 8th Land Loan, extending the maturity to January 2, 2026. One additional six-month extension option remains available, subject to certain conditions.
900 8th Avenue South is located in central Nashville at the north end of the 8th Avenue South District, within walking distance of a number of popular retail, dining and nightlife establishments in downtown Nashville. The parcels have received approval for a mixed-use development including residential, retail and office with a maximum of 300 residential multi-family units and a maximum of seven stories.
900 8th Purchase and Sale Agreement
On September 15, 2025, 900 Eighth entered into an Agreement for Purchase and Sale of Property (the “900 8th Purchase and Sale Agreement”) with WP South Acquisitions, L.L.C., a Georgia limited liability company (“WP South”), for the sale of 900 8th Avenue South, together with all improvements thereon and rights to intangible personal property related thereto, for an aggregate purchase price of $19.3 million, subject to adjustment for any additional number of units that WP South is permitted and intends to construct in excess of the minimum number of units set forth in the 900 8th Purchase and Sale Agreement.
Under the terms and conditions of the 900 8th Purchase and Sale Agreement, the entitlement date will fall on January 13, 2026, subject to one 30-day discretionary extension by WP South (the “Entitlement Date”), the inspection date will fall 30 days after the Entitlement Date (the “Inspection Date”) and, subject to the remaining customary terms and conditions set forth in the 900 8th Purchase and Sale Agreement, the anticipated closing of the sale will take place on the earlier of 180 days following the Inspection Date or any other closing date (the “Closing Date”) chosen by WP South upon seven days prior written notice to 900 Eighth, with such Closing Date subject to three discretionary 30-day extensions by WP South. The 900 8th Purchase and Sale Agreement is also subject to certain customary representations, warranties and closing conditions.
WP South has posted a $150,000 earnest money deposit with an escrow agent (the “Earnest Money”), which Earnest Money is, and any deposits for extension by WP South are, non-refundable after the Inspection Date, except as otherwise provided in the 900 8th Purchase and Sale Agreement.
The foregoing description of the 900 8th Purchase and Sale Agreement, is a summary, does not purport to be complete and is qualified in its entirety by reference to the 900 8th Purchase and Sale Agreement, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.
1700 Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase price of $6.9 million, inclusive of transaction costs. We currently anticipate that 1700 Main will be redeveloped into an approximate 187-apartment home community consisting of one-bedroom, two-bedroom and three-bedroom units, with approximately 6,000 square feet of retail space located on the first two levels. We anticipate that 1700 Main will consist of a 10-story podium style building with a 3-story, 330-space garage and 7 stories of apartments above, including a clubroom, fitness center and courtyard with a swimming pool, as well as a leasing office.
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U.S. News & World Report ranked Sarasota as the 59th best place to live in Florida for 2025-2026, and the 4th best place to retire in the United States. Sarasota is headquarters to a diverse group of large companies, such as Boar’s Head Provisions, CAE Healthcare, Sun Hydraulics and Voalte. The Sarasota area also has a large number of universities including the University of Southern Florida, Florida State University’s College of Medicine campus, Ringling College, State College of Florida, Keiser College and New College of Florida.
1700 Main is located in historic downtown Sarasota along Main Street and is located in a high foot traffic area next to a number of popular restaurants and retail establishments.
690/1106 Davidson Street – Nashville, Tennessee – 690/1106 Davidson Street (“690/1106 Davidson Street”) is an approximately 8.0-acre site, consisting of two industrial buildings and associated parking, which we acquired for an aggregate purchase price of $21.0 million, inclusive of transaction costs. We currently anticipate that 690/1106 Davidson Street will be redeveloped into mixed-use residential community consisting of studio, one-bedroom, two-bedroom and three-bedroom apartments. The buildings will have a fitness center, game room, co-working spaces, outdoor heated saltwater swimming pool, riverfront courtyards and rooftop terraces as well as a leasing office. In September 2023, the parcels were successfully rezoned to accommodate medium to high density multi-family residential and a mix of other commercial uses including hotel, office, retail and restaurant.
1130 Davidson Street – Nashville, Tennessee – 1130 Davidson Street (“1130 Davidson Street”) is an approximately 1.7-acre site consisting of a single-story, 10,000 square foot retail building and associated parking lot, which we acquired for an aggregate purchase price of $2.1 million, inclusive of transaction costs. In September 2023, the parcel was successfully rezoned to accommodate medium to high density multi-family residential and a mix of other commercial uses including hotel, office, retail and restaurant.
1400 Davidson Street – Nashville, Tennessee – 1400 Davidson Street (“1400 Davidson Street”) is an approximately 5.9-acre site consisting of an industrial building, which we acquired for an aggregate purchase price of $16.4 million, inclusive of transaction costs. We currently anticipate that 1400 Davidson Street will be redeveloped into a mixed-use residential community consisting of studio, one-bedroom, two-bedroom and three-bedroom apartments. In September 2023, the parcel was successfully rezoned to accommodate medium to high density multi-family residential and a mix of other commercial uses including hotel, office, retail and restaurant.
Storrs Road – Storrs, Connecticut – Storrs Road (“Storrs Road”) is a 9.0-acre parcel of land near UConn, which we acquired for an aggregate purchase price of $0.1 million, inclusive of transaction costs. We currently intend on holding Storrs Road for future multifamily development.
1750 Storrs Road - Storrs, Connecticut – 1750 Storrs Road (“1750 Storrs”) is an approximately 19.0-acre development site near UConn, which we acquired for an aggregate purchase price of $5.5 million, inclusive of transaction costs.
We currently anticipate that 1750 Storrs will be developed into a multifamily mixed-use development, featuring one-bedroom, two-bedroom and three-bedroom apartments. Amenities are anticipated to include a clubhouse, with state-of-the-art fitness center, chef’s kitchen and more.
901-909 Central Avenue North – St. Petersburg, Florida – 901-909 Central Avenue North (“901-909 Central Avenue”) is a 0.13-acre site consisting of a single-story 5,328 gross square foot retail/office building comprised of 4 units located in St. Petersburg, Florida, which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs.
Segment Reporting
As a result of having placed Aster & Links into service and commencing operations in 2024, we revised our reportable segments into two distinct operating segments based on the way that we organize and evaluate our business internally: Commercial Segment and Mixed-use Segment. Our Commercial Segment includes properties such as office, retail centers, and warehouses, and our Mixed-use Segment includes properties that blend both residential and retail components within a single real estate asset.
Our Chief Executive Officer is our chief operating decision maker (“CODM”), and our CODM reviews our financial information on a segment basis for purposes of allocating resources, making decisions and assessing financial performance.
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Segment Net Operating Income
We believe that analyzing net operating income (loss) (“NOI”) at the segment level (“Segment NOI”) provides a useful financial performance measure, because it reflects the core rental operations of our real estate assets. We calculate Segment NOI as rental revenue, less property expenses, excluding non-segment NOI (“Non-Segment NOI”). Non-Segment NOI includes corporate level items, such as management fees incurred to our Manager, general and administrative expenses, interest expense, depreciation and amortization, interest income and other non-operating items.
NOI is not a financial measure included in accounting principles generally accepted in the United States of America (“U.S. GAAP”), however it is widely used in the real estate industry as a measure of the operating performance of real estate assets. Notwithstanding its common usage, NOI should not be considered as an alternative to net income (loss), operating income (loss), or cash flow from operating activities as determined in accordance with U.S. GAAP. Our computation of NOI may differ from methods used by other companies, and therefore may not be comparable. A reconciliation of Segment NOI to the most directly comparable U.S. GAAP measure has been included below.
Results of Operations
Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024
The following table sets forth information regarding our results of Segment NOI, reconciled to our consolidated statement of operations, for the three months ended September 30, 2025 and 2024 (amounts in thousands):
| Three Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Commercial Segment | Mixed-use Segment | Total | Commercial Segment | Mixed-use Segment | Total | |||||||||||||||||||
| Segment NOI: | ||||||||||||||||||||||||
| Rental revenue | $ | 204 | $ | 2,178 | $ | 2,382 | $ | 275 | $ | 585 | $ | 860 | ||||||||||||
| Property expenses | (516 | ) | (2,450 | ) | (2,966 | ) | (362 | ) | (1,049 | ) | (1,411 | ) | ||||||||||||
| Total Segment NOI | $ | (312 | ) | $ | (272 | ) | $ | (584 | ) | $ | (87 | ) | $ | (464 | ) | $ | (551 | ) | ||||||
| Non-segment items: | ||||||||||||||||||||||||
| Management fees, included in Property expenses | (830 | ) | (672 | ) | ||||||||||||||||||||
| General and administrative | (1,305 | ) | (921 | ) | ||||||||||||||||||||
| Interest expense | (4,846 | ) | (3,331 | ) | ||||||||||||||||||||
| Depreciation and amortization | (1,881 | ) | (1,464 | ) | ||||||||||||||||||||
| Interest income | 283 | 148 | ||||||||||||||||||||||
| Other expense | (13 | ) | (133 | ) | ||||||||||||||||||||
| Loss on extinguishment of debt | (2,960 | ) | — | |||||||||||||||||||||
| Net loss | (12,136 | ) | (6,924 | ) | ||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 5 | (4 | ) | |||||||||||||||||||||
| Net loss attributable to Belpointe PREP, LLC | $ | (12,131 | ) | $ | (6,928 | ) | ||||||||||||||||||
Segment NOI
Commercial Segment
During the three months ended September 30, 2025 as compared to the same period in 2024, Commercial Segment NOI decreased by $0.2 million, primarily due to higher real estate taxes and lower base rents resulting from tenant vacancies.
Mixed-use Segment
During the three months ended September 30, 2025 as compared to the same period in 2024, Mixed-use Segment NOI increased by $0.2 million. The increase in both rental revenues and property expenses relates to the continued stabilization of Aster & Links, which was in its initial lease-up phase during the prior year period. As a result, Mixed-use Segment NOI is not directly comparable from year to year.
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Non-Segment NOI
Management Fees
Pursuant to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”), we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75%. The management fee is based on our NAV at the end of each quarter. During the three months ended September 30, 2025 as compared to the same period in 2024, management fees increased by $0.2 million due to an increase in our NAV.
General and Administrative Expense
During the three months ended September 30, 2025 and 2024, general and administrative expenses primarily consisted of employee cost sharing expenses (pursuant to our Management Agreement and the employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor (the “Employee and Cost Sharing Agreement”)), marketing expenses, legal, audit, tax and accounting fees. During the three months ended September 30, 2025, as compared to the same period in 2024, general and administrative expenses increased by $0.4 million primarily due to higher legal expenses.
Interest Expense
During the three months ended September 30, 2025 and 2024, interest expense totaled $4.8 million and $3.3 million, respectively, consisting of gross interest expense of $5.0 million and $4.5 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $0.5 million and $0.7 million, respectively, partially offset by capitalized interest and fees of $0.7 million and $1.9 million, respectively. The increase in interest expense during the three months ended September 30, 2025 as compared to the same period in 2024, is primarily due to lower capitalized interest and fees.
Please see “ Note 7– Debt, Net ” in our consolidated financial statements in this Form 10-Q for additional information regarding our debt obligations.
Depreciation and Amortization
During the three months ended September 30, 2025 as compared to the same periods in 2024, depreciation and amortization increased by $0.4 million. This increase is primarily attributable to the impact of placing additional fixed assets in service at Aster & Links subsequent to September 30, 2024.
Interest Income
During the three months ended September 30, 2025 and 2024, interest income totaled $0.3 million and $0.1 million, respectively, and was comprised of interest earned from cash balances held in interest bearing bank accounts. The increase in interest income during the three months ended September 30, 2025 as compared to the same period in 2024, is primarily attributable to higher cash balances in interest bearing accounts.
Other expense
Other expense for the three months ended September 30, 2025 and 2024 was primarily comprised of losses in connection with our interest rate caps. Please see “ Note 7– Debt, Net ” and “ Note 9 – Derivative Instruments ” in our consolidated financial statements in this Form 10-Q for additional information regarding our interest rate caps.
Loss on extinguishment of debt
During the three months ended September 30, 2025, in connection with the Aster & Links Refinance Transaction, we recorded a loss on extinguishment of debt of $3.0 million, which includes a non-cash write off of unamortized deferred financing costs of $2.6 million. See “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans ” above and “ Note 7– Debt, Net ” for a more detailed discussion of the Aster & Links Refinance Transactions.
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Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024
The following table sets forth information regarding our results of Segment NOI, reconciled to our consolidated statement of operations, for the nine months ended September 30, 2025 and 2024 (amounts in thousands):
| Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Commercial Segment | Mixed-use Segment | Total | Commercial Segment | Mixed-use Segment | Total | |||||||||||||||||||
| Segment NOI: | ||||||||||||||||||||||||
| Rental revenue | $ | 718 | $ | 5,405 | $ | 6,123 | $ | 844 | $ | 737 | $ | 1,581 | ||||||||||||
| Property expenses | (1,549 | ) | (6,440 | ) | (7,989 | ) | (849 | ) | (1,889 | ) | (2,738 | ) | ||||||||||||
| Total Segment NOI | $ | (831 | ) | $ | (1,035 | ) | $ | (1,866 | ) | $ | (5 | ) | $ | (1,152 | ) | $ | (1,157 | ) | ||||||
| Non-segment items: | ||||||||||||||||||||||||
| Management fees, included in Property expenses | (2,482 | ) | (2,037 | ) | ||||||||||||||||||||
| General and administrative | (4,100 | ) | (3,667 | ) | ||||||||||||||||||||
| Interest expense | (12,072 | ) | (5,757 | ) | ||||||||||||||||||||
| Depreciation and amortization | (5,660 | ) | (2,389 | ) | ||||||||||||||||||||
| Impairment of real estate | — | (777 | ) | |||||||||||||||||||||
| Interest income | 782 | 386 | ||||||||||||||||||||||
| Other expense | (34 | ) | (224 | ) | ||||||||||||||||||||
| Loss on extinguishment of debt | (2,960 | ) | — | |||||||||||||||||||||
| Net loss | (28,392 | ) | (15,622 | ) | ||||||||||||||||||||
| Net loss (income) attributable to noncontrolling interests | 15 | (8 | ) | |||||||||||||||||||||
| Net loss attributable to Belpointe PREP, LLC | $ | (28,377 | ) | $ | (15,630 | ) | ||||||||||||||||||
Segment NOI
Commercial Segment
During the nine months ended September 30, 2025 as compared to the same period in 2024, Commercial Segment NOI decreased by $0.8 million, primarily due to higher real estate taxes and lower base rents resulting from tenant vacancies.
Mixed-use Segment
During the nine months ended September 30, 2025 as compared to the same period in 2024, Mixed-use Segment NOI increased by $0.1 million. The increase in both rental revenues and property expenses relates to the continued stabilization of Aster & Links, which was in its initial lease-up phase during the prior year period. As a result, Mixed-use Segment NOI is not directly comparable from year to year.
Non-Segment NOI
Management Fees
Pursuant to our Management Agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75%. The management fee is based on our NAV at the end of each quarter. During the nine months ended September 30, 2025 as compared to the same period in 2024, management fees increased by $0.4 million due to an increase in our NAV.
General and Administrative Expense
During the nine months ended September 30, 2025 and 2024, general and administrative expenses primarily consisted of employee cost sharing expenses (pursuant to our Management Agreement and Employee and Cost Sharing Agreement), marketing expenses, legal, audit, tax and accounting fees. During the nine months ended September 30, 2025, as compared to the same period in 2024, general and administrative expenses increased by $0.4 million primarily due to higher legal expenses as well as higher allocation of costs incurred by our Manager and its affiliates.
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Interest Expense
During the nine months ended September 30, 2025 and 2024, interest expense totaled $12.1 million and $5.8 million, respectively, consisting of gross interest expense of $15.1 million and $8.8 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $2.0 million and $1.5 million, respectively, partially offset by capitalized interest and fees of $5.0 million and $4.5 million, respectively. The increase in interest expense during the nine months ended September 30, 2025 as compared to the same period in 2024, is primarily due to a higher weighted average outstanding debt balance in the current year period as compared to the prior year period, as well as no longer capitalizing interest on properties that were under development during the prior year period.
Please see “ Note 7– Debt, Net ” in our consolidated financial statements in this Form 10-Q for additional information regarding our debt obligations.
Depreciation and Amortization
During the nine months ended September 30, 2025 as compared to the same periods in 2024, depreciation and amortization increased by $3.3 million. This increase is primarily attributable to the impact of placing fixed assets in service at Aster & Links, which the current period reflects the full period of depreciation and amortization as compared to only a partial period in the prior year.
Impairment of Real Estate
During the nine months ended September 30, 2024, we recorded impairment charges of $0.8 million. The impairment charges recorded were in relation to one of our real estate assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market value of the real estate asset was lower than the carrying value, and as a result, we reduced the carrying value to the estimated fair market value.
Interest Income
During the nine months ended September 30, 2025 and 2024, interest income totaled $0.8 million and $0.4 million, respectively, and was comprised of interest earned from cash balances held in interest bearing bank accounts. The increase in interest income during the nine months ended September 30, 2025 as compared to the same period in 2024, is primarily attributable to higher cash balances in interest bearing accounts.
Other expense
Other expense for the nine months ended September 30, 2025 and 2024 was primarily comprised of losses in connection with our interest rate caps. Please see “ Note 7– Debt, Net ” and “ Note 9 – Derivative Instruments ” in our consolidated financial statements in this Form 10-Q for additional information regarding our interest rate caps.
Loss on extinguishment of debt
During the nine months ended September 30, 2025, in connection with the Aster & Links Refinance Transactions, we recorded a loss on extinguishment of debt of $3.0 million, which includes a non-cash write off of unamortized deferred financing costs of $2.6 million. See “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans ” above and “ Note 7– Debt, Net ” for a more detailed discussion of the Aster & Links Refinance Transactions.
Liquidity and Capital Resources
Overview
Our primary needs for liquidity and capital resources are to fund our investments, including construction and development costs, pay our Follow-on Offering and operating fees and expenses, pay any distributions that we may make to the holders of our units and pay interest on our outstanding indebtedness.
Our Follow-on Offering and operating fees and expenses include, among other things, legal, audit and valuation fees and expenses, federal and state filing fees, SEC, FINRA and NYSE filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution fees, the management fee that we pay to our Manager, and fees and expenses related to acquiring, financing, appraising, and managing our commercial and mixed-use properties. We are externally managed and do not have office or personnel expenses as we do not have any employees.
Liquidity
Our future needs for liquidity will depend on a variety of factors, including, without limitation, our ability to generate cash flows from operations, the timing and availability of net proceeds from our Follow-on Offering and any future offerings that we may conduct, the timing and extent of our real estate acquisition and disposition activities, and the timing and extent of our construction and development costs.
Economic uncertainty, fluctuating interest rates, volatility in the real estate markets, slowdowns in transaction volume, delays in financings from banks and other lenders and other negative trends may, in the future, adversely impact our ability to timely access potential sources of liquidity. If we are unable to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations could be adversely affected.
We believe that our cash on-hand, the anticipated net proceeds from our Follow-on Offering and any future offerings that we may conduct, the proceeds from our current debt obligations, the projected cash flows from our real estate assets and our current and anticipated financing activities will be sufficient to meet our liquidity and capital resource requirements for the next 12 months from the date of issuance of this Form 10-Q.
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Capital Resources
Where our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including our Sponsor, pursuant to the terms of our Management Agreement and Employee and Cost Sharing Agreement. Fees payable and expenses reimbursable to our Manager and its affiliates, including our Sponsor, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing. There were no Public Offering costs incurred by our Manager and its affiliates during the nine months ended September 30, 2025 and 2024. During the three months ended September 30, 2025 and 2024, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.5 million and $0.5 million, respectively, on our behalf. During the nine months ended September 30, 2025 and 2024, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $1.3 million and $1.7 million, respectively, on our behalf. Our Manager and its affiliates, including our Sponsor, have deferred the collection of management fees and the reimbursement of operating fees and expenses, without interest, and may continue to do so in the future, to support our operations and ensure that we maintain sufficient liquidity under the terms of our guaranty agreements. All or any part of deferred fees and expenses may be taken in any period as determined by the Manager.
Aster & Links
In September 2025, we completed approximately $204.1 million in post-construction Aster & Links Refinance Transactions, the proceeds of which were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization. In connection with the Aster & Links Refinance Transactions we also entered into a series of guaranty agreements whereby we have guaranteed payment and performance of certain of the Aster & Links Borrowers’ obligations under the Aster & Links Loan Agreements. The guaranty agreements require, among other things, that we maintain certain net worth and liquid asset standards during the term of the Aster & Links Loans. As of September 30, 2025, we were in compliance with all of the net worth and liquid asset standards. See “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans ” above and “ Note 7– Debt, Net ” for a more detailed discussion of the Aster & Links Refinance Transactions.
As of September 30, 2025, we had an unfunded capital commitment totaling $3.7 million under the 1991 Main CMA as well as other construction related commitments for the development of Aster & Links. See “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Construction Management Agreement ” above for additional details regarding the 1991 Main CMA.
As of the date of this Form 10-Q, we currently anticipate that the remaining funding for construction and soft costs associated with the development of Aster & Links will be a minimum of $13.0 million (inclusive of the aforementioned unfunded capital commitment). For additional details regarding Aster & Links, see “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”). ”
VIV
As of September 30, 2025, we have drawn down $73.9 million on the 1000 First Construction Loan and had an unfunded capital commitment of $14.0 million under the 1000 First CMA. See “ —Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) ” above for a more detailed discussion of the 1000 First Construction Loan and 1000 First CMA.
As of the date of this Form 10-Q, we currently anticipate the remaining funding for construction and soft costs associated with the development of VIV will be a minimum of approximately $26.2 million (inclusive of the aforementioned unfunded capital commitment). For additional details regarding Viv, see “ —Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”). ”
900 8th Avenue South
As of September 30, 2025, we have drawn down $10.0 million on the 900 8th Land Loan and exercised the first of two available six-month extension options on the 900 8th Land Loan, extending the maturity to January 2026. One additional six-month extension option remains available, subject to certain conditions. For additional details regarding 900 8th Avenue South and 900 8th Land Loan, see “ —Our Investments—900 8th Avenue South – Nashville, Tennessee. ”
Short and Long-Term Capital Resources
We expect to continue to obtain the capital resources that we need over the short and long-term from cash on-hand, from the proceeds of our Follow-on Offering and any future offerings that we may conduct, from the advancement of reimbursable fees and expenses by our Manager and its affiliates, including our Sponsor, from the proceeds of our current debt obligations and future secured or unsecured financing from banks and other lenders, from projected operating funds from our real estate assets and from any other undistributed cash flow generated from operations. For additional details regarding our Public Offerings, see “ —Overview ” and “ Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds—Use of Proceeds from Registered Sales of Securities. ”
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Leverage
We employ leverage in order to provide more funds available for investment. We believe that careful use of conservatively structured leverage will help us to achieve our diversification goals and potentially enhance the returns on our investments.
Our targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio of stabilized commercial and mixed-use real estate, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. During the period when we are acquiring, developing and redeveloping our investments, we may employ greater leverage on individual assets. An example of property-level leverage is a mortgage loan secured by an individual property or portfolio of properties incurred or assumed in connection with our acquisition of such property or portfolio of properties. An example of debt at the Company level is a line of credit obtained by us or our Operating Companies.
Our Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. There is no limit on the amount we may borrow with respect to any individual property or portfolio.
Cash Flows
The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash during the nine months ended September 30, 2025 and 2024 (amounts in thousands):
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (14,996 | ) | $ | (8,710 | ) | ||
| Net cash used in investing activities | (56,052 | ) | (110,785 | ) | ||||
| Net cash provided by financing activities | 78,004 | 123,425 | ||||||
| Net increase in cash and cash equivalents and restricted cash | $ | 6,956 | $ | 3,930 | ||||
As of September 30, 2025 and 2024, cash and cash equivalents and restricted cash totaled approximately $35.8 million and $27.5 million, respectively.
Net cash flows used in operating activities during the nine months ended September 30, 2025 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees. Net cash flows used in operating activities during the nine months ended September 30, 2024 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees.
Net cash flows used in investing activities during the nine months ended September 30, 2025 and 2024 primarily relates to funding costs for our development properties. For additional details regarding our development properties, see “ —Our Investments. ”
Net cash flows provided by financing activities for the nine months ended September 30, 2025 primarily relates to the net proceeds from debt financing activities, including additional draws on the 1000 First Construction Loan and net cash proceeds generated from the Aster & Links Refinancing Transactions further described in “ —Our Investments —1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) ” and “ —Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans. ” Net cash flows provided by financing activities for the nine months ended September 30, 2024 primarily relates to proceeds from financings, including the variable-rate construction loan with Bank OZK and mezzanine loan with Southern Realty Trust Holdings, LLC that were subsequently retired by the Aster & Links Refinancing Transactions, the 1000 First Construction Loan, and the 900 8th Land Loan. For additional details regarding our outstanding indebtedness, see “ —Liquidity and Capital Resources. ”
Critical Accounting Policies
The unaudited consolidated financial statements in this Form 10-Q have been prepared in accordance with U.S. GAAP and Article 8 of Regulation S-X of the rules and regulations of the SEC. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
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Our significant accounting policies are described in “ Note 2—Summary of Significant Accounting Policies ,” in our consolidated financial statements in this Form 10-Q. There have been no changes to our significant accounting policies and estimates during the nine months ended September 30, 2025 as compared to those disclosed in “Note 2—Summary of Significant Accounting Policies” included in our Annual Report for the year ended December 31, 2024, a copy of which may be accessed here .
Emerging Growth and Smaller Reporting Company Status
We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies.
We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the effective date of our Primary Offering (which will fall on September 26, 2026), (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a “large accelerated filer” (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period, or (iii) the date that we affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, our consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates.
We are also a “smaller reporting company” (as defined in Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K). Even after we no longer qualify as an emerging growth company, we may remain a smaller reporting company and may continue to take advantage of the scaled disclosure obligations available to smaller reporting companies. We will be a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Class A units held by non-affiliates exceeds $250 million, measured as of the last business day of the immediately preceding second fiscal quarter, and (ii) our annual revenue exceed $100 million as of the most recently completed fiscal year and the market value of our Class A units held by non-affiliates exceeds $700 million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K), and as a result are not required to provide the information required by this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
An evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act), as of the end of the period covered by this Form 10-Q, was undertaken by management, under the supervision and with the participation of our principal executive officer and principal financial officer. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this Form 10-Q, our disclosure controls and procedures (i) were effective to ensure that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified by SEC rules and forms, and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period covered by this Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time we may be involved in various claims and legal actions arising in the ordinary course of business.
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We record loss contingencies for legal matters when it is both probable that liability will be incurred, and the amount of loss can be reasonably estimated. Where the reasonable estimate of a probable loss is a range, we record the most likely estimate of loss within that range.
For the litigation described below, we do not believe liability is probable and therefore have not accrued loss contingencies for the matter. However, litigation and other disputes are inherently unpredictable and subject to substantial uncertainties. We will reassess our accruals on an ongoing basis taking into account the procedural stage and developments in the litigation.
As of September 30, 2025 , we have assessed the litigation described below and concluded that is it neither material nor is any resolution likely to have a material adverse effect on our business, financial condition or results of operation. In addition, as of September 30, 2025 , neither we nor any of our subsidiaries were subject to any legal proceedings nor were we aware of any legal proceedings threatened against us or any of our subsidiaries that could be deemed material.
The Galinn Fund LLC
On December 5, 2024, the Galinn Fund LLC, a New York limited liability company (“Galinn”), filed a complaint in Connecticut State Superior Court naming CMC Storrs SPV, LLC (“CMC”), the holding company for our investment property located at 497-501 Middle Turnpike, Storrs, Connecticut (“497-501 Middle”), as a defendant, alongside Chen Ji, an individual (“Chen”), and two additional entities (the “Guarantors”). For additional details regarding 497-501 Middle, see “ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Investments—497-501 Middle Turnpike and Cedar Swamp Road – Storrs, Connecticut. ”
In the complaint Galinn alleges, among other things, that on May 24, 2024, Chen, on behalf of CMC, executed a mortgage note (the “Note”) in the principal amount of $3.0 million (the “Loan”), which was secured in part by a mortgage against 497-501 Middle (the “Mortgage”). Galinn further alleges that CMC is in default under both the Note and Mortgage for failure to make payments when due. Galinn is seeking to foreclose on the Mortgage and damages against CMC and the Guarantors.
In March 2020, when we first acquired an equity interest in CMC, Chen was an affiliate of the entity, however, he thereafter exited the investment and is no longer in any way affiliated with or authorized to act on behalf of CMC. We maintain that the Loan was obtained as a result of Chen’s fraud and Galinn’s negligence, and had Galinn done adequate due diligence, or reviewed the publicly available filings on the State of Connecticut’s Business Records website, or even a basic Google search, Chen’s lack of authority would have been readily apparent prior to Galinn having made the Loan.
On September 15, 2025, CMC filed an amended counterclaim and cross complaint against Chen and Galinn alleging, among other things, fraud, wrongful conduct, theft, conversion, forgery, slander and violations of the Connecticut Unfair Trade Practices Act, and seeking certain declaratory relief as well as damages, attorneys’ fees, and costs and expenses related thereto.
We dispute any liability in the Galinn litigation, believe we have substantial defenses to Galinn’s claims, and are vigorously defending the matter.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in Part I, Item 1A under the heading “Risk Factors” in our Annual Report for the year ended December 31, 2024, a copy of which may be accessed here . You should carefully consider the risk factors set forth in our Annual Report and be aware that these risk factors and other information may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Securities
During the nine months ended September 30, 2025, we did not sell any equity securities that were not registered under the Securities Act.
Use of Proceeds from Registered Sales of Securities
On September 30, 2021, the SEC declared effective our registration statement on Form S-11, as amended (File No. 333-255424), registering the offer and sale of our initial public offering of up to $750,000,000 of our Class A units on a continuous “best efforts” basis at an initial price of $100 per Class A unit (our “Primary Offering”).
On May 9, 2023, the SEC declared effective our registration statement on Form S-11, as amended (File No. 333-271262), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “ at the market” offering pursuant to Rule 415(a)(4) under the Securities Act, including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering” and together with our Primary Offering, our “Public Offerings”).
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In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer Manager enters into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of a Class A unit sold in the Follow-on Offering.
The purchase price for Class A units in our Follow-on Offering is the lesser of (i) the current net asset value (the “NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On August 29, 2025, we announced that our NAV as of June 30, 2025 was equal to $116.74 per Class A unit.
We will file a prospectus supplement with the SEC disclosing quarterly determinations of our NAV per Class A unit. Additionally, if a material event occurs in between quarterly updates of NAV that would cause our NAV to change by 10% or more from the most recently disclosed NAV, we will disclose the updated price and the reason for the change in prospectus supplement as promptly as reasonably practicable.
From the period of October 7, 2021, the date of the first closing held in connection with our Primary Offering, through December 31, 2024, we issued 2,414,063 Class A units in our Public Offerings, raising net offering proceeds of $236.6 million. During the nine months ended September 30, 2025, we sold 127,004 Class A units, for an aggregate gross proceeds of $8,403,711, in connection with our Public Offerings. Together with the gross proceeds raised in prior offerings by our predecessor in interest, Belpointe REIT, Inc., as of September 30, 2025, we have raised aggregate gross offering cash proceeds of $365.7 million.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
On November 12, 2025, our Board, after careful analysis and consideration, authorized the renewal of the Management Agreement between us, our Operating Companies and our Manager for an additional three year term.
In addition, on November 12, 2025, after careful analysis and consideration, our Board also authorized our entry into an Amended and Restated Services and Cost Sharing Agreement and Indemnification Agreement with our Operating Companies, Manager and certain of their respective subsidiaries, affiliates and associates, form of which agreements are filed as Exhibits 10.1 and 10.2, respectively, to this Quarterly Report on Form 10-Q.
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Item 6. Exhibits
| * | Filed herewith. |
| † | Certain confidential portions of this Exhibit have been omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BELPOINTE PREP, LLC | ||
| Date: November 14, 2025 | By: | /s/ Brandon E. Lacoff |
| Brandon E. Lacoff | ||
| Chief Executive Officer and Chairman of the Board | ||
| (Principal Executive Officer) | ||
| Date: November 14, 2025 | By: | /s/ Martin Lacoff |
| Martin Lacoff | ||
| Chief Strategic Officer, Principal Financial Officer and Director | ||
| (Principal Financial Officer) | ||
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