Belpointe PREP, LLC 10-K

Item 8. Financial Statements and Supplementary Data. TABLE OF CONTENTS Page No. Report of Independent Registered Public Accounting Firm PCAOB ID: 2468 45 Consolidated Balance Sheets as of December 31, 2021 and 2020 46 Consolidated Statements of Operations for the year ended December 31, 2021 and for the period beginning January 24, 2020 (formation) to December 31, 2020 47 Consolidated Statements of Changes in Members’ Capital (Deficit) for the year ended December 31, 2021 and for the period beginning January 24, 2020 (formation) to December 31, 2020 48 Consolidated Statements of Cash Flows for the year ended December 31, 2021 and for the period beginning January 24, 2020 (formation) to December 31, 2020 49 Notes to Consolidated Financial Statements 50 44 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of Belpointe PREP, LLC Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Belpointe PREP, LLC (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in members’ capital (deficit), and cash flows for the year ended December 31, 2021 and the period beginning January 24, 2020 (formation) to December 31, 2020, and the related notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period beginning January 24, 2020 (formation) to December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Citrin Cooperman & Company, LLP We have served as the Company’s auditor since 2020. New York, New York March 11, 2022 45 Table of Contents Belpointe PREP, LLC Consolidated Balance Sheets (in thousands, except unit and per unit data) December 31, 2021 December 31, 2020 Assets Real estate Land $ 22,116 $ 9,547 Building and improvements 16,256 3,639 Intangible assets 9,672 2,008 Real estate under construction 76,882 15,101 Total Real estate 124,926 30,295 Accumulated depreciation and amortization ( 629 ) ( 43 ) Real estate, net 124,297 30,252 Cash and cash equivalents 192,131 6,578 Loan receivable to third party 3,462 — Subscriptions receivable 20,295 — Other assets 1,241 452 Total assets $ 341,426 $ 37,282 Liabilities Debt, net $ 10,790 $ — Short-term loan from affiliate — 35,000 Due to affiliates 1,544 492 Below-market rent liabilities, net 2,000 1,495 Accounts payable 1,352 88 Accrued expenses and other liabilities 1,865 309 Total liabilities 17,551 37,384 Commitments and contingencies - - Members’ Capital (Deficit) Class A units, unlimited units authorized, 3,382,149 and 100 units issued and outstanding at December 31, 2021 and 2020, respectively 323,683 ( 102 ) Class B units, 100,000 units authorized, 100,000 and zero units issued and outstanding at December 31, 2021 and 2020, respectively — — Class M unit, one unit authorized, one and zero units issued and outstanding at December 31, 2021 and 2020, respectively — — Total members’ capital (deficit) excluding noncontrolling interest 323,683 ( 102 ) Noncontrolling interest 192 — Total members’ capital (deficit) 323,875 ( 102 ) Total liabilities and members’ capital (deficit) $ 341,426 $ 37,282 See accompanying notes to consolidated financial statement. 46 Table of Contents Belpointe PREP, LLC Consolidated Statements of Operations (in thousands, except unit and per unit data) Year Ended December 31, 2021 January 24, 2020 (formation) to December 31, 2020 Revenue Rental revenue $ 997 $ 101 Total revenue 997 101 Expenses Property expenses 1,140 48 General and administrative 2,924 113 Depreciation and amortization expense 588 43 Total expenses 4,652 204 Other income Gain on redemption of equity investment 251 — Interest income 369 — Other income (expense) ( 7 ) ( 9 ) Total other income (loss) 613 ( 9 ) Net loss ( 3,042 ) ( 112 ) Net income attributable to noncontrolling interest ( 93 ) — Net loss attributable to Belpointe PREP, LLC $ ( 3,135 ) $ ( 112 ) Loss per Class A unit (basic and diluted) Net loss per unit $ ( 7.64 ) $ ( 1,120 ) Weighted-average units outstanding 410,194 100 See accompanying notes to consolidated financial statements. 47 Table of Contents Belpointe PREP, LLC Consolidated Statements of Changes in Members’ Capital (Deficit) (in thousands, except unit and per unit data) Class A units Class B units Class M unit Total Members’ (Deficit) Capital Excluding Noncontrolling Noncontrolling Total Members’ (Deficit) Units Amount Units Amount Units Amount Interest Interest Capital Balance at January 24, 2020 (formation) — $ — — $ — — $ — $ — $ — $ — Issuance of units 100 10 — — — — 10 — 10 Contribution from noncontrolling interest Belpointe Class A units exchanged ( Note 2 ) Belpointe Class A units exchanged ( Note 2 ),Shares Offering costs Net loss — ( 112 ) — — — — ( 112 ) — ( 112 ) Balance at December 31, 2020 100 ( 102 ) — — — — ( 102 ) — ( 102 ) Balance 100 ( 102 ) — — — — ( 102 ) — ( 102 ) Issuance of units 2,132,039 213,204 100,000 — 1 — 213,204 — 213,204 Contribution from noncontrolling interest — — — — — — — 200 200 Belpointe Class A units exchanged ( Note 2 ) 1,250,010 114,361 — — — — 114,361 ( 101 ) 114,260 Offering costs — ( 645 ) — — — — ( 645 ) — ( 645 ) Net loss — ( 3,135 ) — — — — ( 3,135 ) 93 ( 3,042 ) Balance at December 31, 2021 3,382,149 $ 323,683 100,000 $ — 1 $ — $ 323,683 $ 192 $ 323,875 Balance 3,382,149 $ 323,683 100,000 $ — 1 $ — $ 323,683 $ 192 $ 323,875 See accompanying notes to consolidated financial statements. 48 Table of Contents Belpointe PREP, LLC Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2021 January 24, 2020 (formation) to December 31, 2020 Cash flows from operating activities Net loss $ ( 3,042 ) $ ( 112 ) Adjustments to net loss Depreciation and amortization 588 43 Amortization of rent-related intangibles and deferred rental revenue ( 109 ) ( 7 ) Gain on redemption of equity investment ( 251 ) — Increase in due to affiliates 860 77 Increase in other assets ( 452 ) ( 75 ) Decrease in accounts payable ( 86 ) — Increase in accrued expenses and other liabilities 224 62 Net cash used in operating activities ( 2,268 ) ( 12 ) Cash flows from investing activities Acquisitions of real estate ( 52,076 ) ( 25,720 ) Cash acquired from Belpointe REIT, Inc. ( Note 2 ) 14,251 — Development of real estate ( 7,919 ) ( 2,700 ) Proceeds from redemption of preferred equity interest ( Note 2 ) 3,462 — Funding of CMC Note ( Note 7 ) ( 3,462 ) — Cash acquired from BPOZ 1991 Main, LLC ( Note 5 ) 2,422 — Other investing activity ( 43 ) — Net cash used in investing activities ( 43,365 ) ( 28,420 ) Cash flows from financing activities Proceeds from units issued 192,909 10 Short-term loan from affiliate 39,000 35,000 Payment of offering costs ( 544 ) — Other financing activities, net 36 — Net cash provided by financing activities 231,401 35,010 Net increase in cash and cash equivalents and restricted cash 185,768 6,578 Cash and cash equivalents and restricted cash, beginning of period 6,578 — Cash and cash equivalents and restricted cash, end of period $ 192,346 $ 6,578 Cash paid during the year for interest, net of amount capitalized $ — $ — See accompanying notes to consolidated financial statements. 49 Table of Contents BELPOINTE PREP, LLC NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization, Business Purpose and Capitalization Organization and Business Purpose Belpointe PREP, LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) was formed on January 24, 2020 as a Delaware limited liability company. We intend to operate in a manner that will allow us to qualify as a partnership for U.S. federal income tax purposes. We are focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located within “qualified opportunity zones.” At least 90% of our assets will consist of qualified opportunity zone property, which enables us to be classified as a “qualified opportunity fund” as defined in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). We qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020. We commenced principal operations on October 28, 2020. All of our assets are held by, and all of our operations are conducted through, one or more operating companies (each an “Operating Company” and together, the “Operating Companies”), either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (the “Manager”), an affiliate of our sponsor, Belpointe, LLC (the “Sponsor”). Subject to certain restrictions and limitations, the Manager will be responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf. Capitalization We were capitalized with a $ 10,000 investment by our Sponsor. We are offering the Class A Units in our Primary Offering (as defined in “Note 2 – Exchange Offer, Conversion and Merger” ) directly to investors and not through any underwriters, dealer-managers or other agents who would be paid commissions by us or any of our affiliates. In the future, however, we may engage the services of one or more underwriters, dealer-managers or other agents to participate in our Primary Offering or other primary offerings. The amount of selling commissions or deal manager fees that we or our investors would pay to such underwriters, dealer managers or other agents will depend on the terms of their engagement. Our Primary Offering is a “best efforts” offering. We plan to undertake closings on a rolling basis on the last business day of each calendar quarter, we may, however, in our sole discretion, choose to conduct more frequent closings. We set our Primary Offering price at $ 100.00 per Class A Unit. No later than the first quarter following the December 31, 2022 year end, and every quarter thereafter, we plan to calculate our net asset value (“NAV”) within approximately 60 days of the last day of each quarter (the “Determination Date”). If our NAV increases above or decreases below the price per Class A Unit as stated in our prospectus, we will adjust the Primary Offering price, effective as of the first business day following its public announcement. The adjusted Primary Offering price will be equal to our adjusted NAV as of the Determination Date (rounded to the nearest dollar) divided by the number of Class A Units outstanding on the Determination Date. Note 2 – Exchange Offer, Conversion and Merger Pursuant to the terms of an Agreement and Plan of Merger, dated April 21, 2021 (the “Merger Agreement”), by and among the Company, BREIT Merger, LLC, a Delaware limited liability company (“BREIT Merger”), and wholly-owned subsidiary of the Company, and Belpointe REIT, Inc., a Maryland corporation (“Belpointe REIT”), BREIT Merger commenced an offer (the “Offer”) to exchange each outstanding share of common stock, par value $ 0.01 per share (the “Common Stock”), of Belpointe REIT validly tendered in the Offer for 1.05 Class A units (the “Class A Units”) representing limited liability company interests of the Company, with any fractional Class A Units rounded up to the nearest whole unit (the “Transaction Consideration”). The purpose of the Offer was for the Company to acquire control of the entire equity interest in Belpointe REIT while at the same time preserving the status of Belpointe REIT’s investments as qualified opportunity zone investments, and the Company’s status as a qualified opportunity fund. The Offer expired on June 18, 2021. As of the expiration of the Offer, 757,098 shares of Belpointe REIT’s Common Stock had been validly tendered, representing 63.62 % of the issued and outstanding shares of Common Stock. The Minimum Condition (as defined in the Merger Agreement) for the Offer was satisfied because the number of shares of Common Stock of Belpointe REIT validly tendered represented at least a majority of the aggregate voting power of the shares of Common Stock outstanding immediately following consummation of the Offer. In connection with the Offer and Merger (as defined in the Merger Agreement), we filed a registration statement on Form S-4 (the “Form S-4”), as amended (File No. 333-255427), with the U.S. Securities and Exchange Commission (the “SEC”). The Form S-4 was declared effective on September 13, 2021. On September 14, 2021, BREIT Merger accepted for exchange all of the shares of Common Stock validly tendered in the Offer and, effective September 14, 2021 (the “Exchange Date”), Belpointe REIT completed the QOZB Sale (as defined in the Merger Agreement). 50 Table of Contents Concurrently with the Form S-4, we also filed a registration statement on Form S-11, as amended (File No. 333-255424) with the SEC to register a continuous primary offering of up to $ 750,000,000 in our Class A Units (the “Primary Offering”). The Primary Offering was declared effective on September 30, 2021. On October 1, 2021, pursuant to the conditions in the Merger Agreement, Belpointe REIT converted (the “Conversion”) from a corporation into BREIT, LLC, a Maryland limited liability company (“BREIT”), and in connection with the Conversion each outstanding share of Belpointe REIT Common Stock was converted into a limited liability company interest (an “Interest”) of BREIT. On October 12, 2021, all other conditions to the Merger having been satisfied, BREIT merged with and into BREIT Merger, with BREIT Merger surviving. In the Merger, each Interest issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive the Transaction Consideration discussed above. In connection with the Merger, 433,025 BREIT Interests were exchanged for 455,002 of our Class A Units issued at $ 100.00 per Class A Unit. Upon consummation of the Merger, effective October 12, 2021, we entered into a Release and Cancellation of Indebtedness Agreement with BREIT Merger, the surviving entity in the Merger, pursuant to the terms of which BREIT Merger cancelled the Secured Notes and discharged us from all obligations to repay the principal and any accrued interest on the Secured Notes. See “Note 4 – Related Party Arrangements” for additional details regarding the Secured Notes. The following table summarizes the carrying value of Belpointe REIT’s net assets on the Exchange Date (amounts in thousands). Schedule of Carrying Value Net Assets Belpointe REIT Assets Real estate under construction (1) $ 4 Cash and cash equivalents 14,251 Loan receivable to affiliate (1) (2) 24,773 Investment in real estate (3) 3,207 Other assets (1) 7 Total assets 42,242 Liabilities Due to affiliates (1) 256 Accounts payable (1) 17 Accrued expenses and other liabilities (1) 5 Total liabilities 278 Total net assets (4) $ 41,964 (1) Represents non-cash investing activity during the year ended December 31, 2021. (2) The Secured Notes, as defined in “Note 4 – Related Party Arrangements,” and respective accrued interest were eliminated upon the Exchange Date. (3) Proceeds from the redemption of Belpointe REIT’s preferred equity interests, as further discussed in “Note 7 - Loans Receivable”, were received on October 1, 2021. (4) Represents the Company’s noncontrolling interest in Belpointe REIT as of the Exchange Date relating to the shares of Belpointe REIT Common Stock that were not tendered. Upon consummation of the Merger on October 12, 2021, the noncontrolling interest carrying value was reclassed to the Class A unitholders members’ equity. The Company obtained a controlling financial interest in Belpointe REIT on the Exchange Date and consolidated Belpointe REIT and its subsidiaries as of December 31, 2021. We accounted for the Offer and the Merger, collectively “the Transaction”, as an asset reorganization of entities under common control due to the fact that all of the voting ownership interests of Belpointe REIT were exchanged for voting ownership interests in Belpointe PREP through the issuance of Class A units. Accordingly, the Transaction was accounted for at carrying value prospectively on the Exchange Date. 51 Table of Contents The following table summarizes the components of the Common Stock exchanged as of December 31, 2021: Schedule of Components of the Common Stock Exchange Belpointe REIT Common Stock exchanged (1) 1,190,123 Exchange ratio 1.05 Belpointe PREP Class A units issued 1,249,629 Additional Belpointe PREP Class A units issued in lieu of fractional Class A units (2) 381 Total Belpointe PREP Class A units exchanged 1,250,010 Belpointe PREP Class A unit price (3) $ 100.00 Total Class A units issued in connection with the Offer and Merger (4) $ 125,001,000 (1) Represents Belpointe REIT’s outstanding Common Stock exchanged in connection with the Offer and Merger. (2) All fractional Class A units issued in the Offer and Merger were rounded up to the nearest whole unit. (3) Belpointe PREP Class A unit offering price. (4) Represents non-cash financing activity during the year ended December 31, 2021. Note 3 - 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”) and Article 8 of Regulation S-X of the rules and regulations of the SEC. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. Basis of Consolidation The accompanying consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital (deficit) in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented in noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. We have evaluated our economic interest in entities to determine if they are deemed to be variable interest entities (“VIEs”) and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party (a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. 52 Table of Contents The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of December 31, 2021 and 2020, respectively (amounts in thousands): Schedule of Variable Interest Entities December 31, 2021 December 31, 2020 Assets Real estate Land $ 5,127 $ — Building and improvements 10,226 — Intangible assets 6,731 — Real estate under construction 76,332 14,895 Total Real estate 98,416 14,895 Accumulated depreciation and amortization ( 35 ) — Real estate, net 98,381 14,895 Cash and cash equivalents 188,608 506 Other assets 503 1 Total assets $ 287,492 $ 15,402 Liabilities Debt, net $ 10,790 $ — Due to affiliates 305 357 Accounts payable 1,118 39 Accrued expenses and other liabilities 822 16 Total liabilities $ 13,035 $ 412 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 of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company, or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, these consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates. Allocation of Purchase Price of Acquired Assets and Liabilities Upon the acquisition of real estate properties we determine whether a transaction is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction as an asset acquisition. We capitalize acquisition-related costs and fees associated with our asset acquisitions, and expense acquisition-related costs and fees associated with business combinations. It is our policy to allocate the purchase price of properties to acquired tangible assets, consisting of land, buildings, fixtures and improvements, and identified intangible lease assets and liabilities, consisting of the value of above-market and below-market leases, as applicable, the other value of in-place leases, certain development rights and the value of tenant relationships, based in each case on their fair values. The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, which value is then allocated to land, buildings and improvements based on management’s determination of the fair values of these assets. We measure the aggregate value of other intangible assets acquired based on the difference between the property valued (i) with existing in-place leases, adjusted to market rental rates, and (ii) as if vacant. Other factors considered include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases. 53 Table of Contents We consider information obtained about each property as a result of its pre-acquisition due diligence, marketing and leasing activities in estimating the fair value of the tangible and intangible assets acquired. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods. We estimate costs to execute similar leases including leasing commissions and legal and other related expenses to the extent that such costs have not already been incurred in connection with a new lease origination as part of the transaction. In connection with the purchase of real property for development use, development rights are often transferred from one party to another to provide additional density. This transfer of rights allows an entity to permit, construct and develop additional dwelling units. Accordingly, we allocate a portion of the purchase price to these development right intangible assets based on the value attributed to the land of which we do not hold title to but are provided density transfer rights over. These rights are amortized to amortization expense over the useful life based on the respective contract. If the rights are transferred in perpetuity and there are no legal, regulatory, contractual, competitive, economic or other factors that limit its useful life, we consider the intangible asset indefinite-lived and therefore do not amortize. The total amount of other intangible assets acquired are further allocated to in-place lease values and customer relationship intangible values based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant. We consider the nature and extent of our existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals (including those existing under the terms of the lease agreement), among other factors. We amortize the value of in-place leases to depreciation and amortization expense over the remaining term of the respective leases (as well as any applicable below market renewal options). The value of customer relationship intangibles will be amortized to expense over the initial term in the respective leases, but in no event will the amortization periods for the intangible assets exceed the remaining depreciable life of the building. Should a tenant terminate its lease, the unamortized portion of the in-place lease value and customer relationship intangibles would be charged to expense in that period. The values of acquired above-market and below-market leases are determined based on our experience and the relevant facts and circumstances that existed at the time of the acquisitions and are recorded based on the present values (using discount rates which reflect the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the leases negotiated and in place at the time of acquisition of the properties, and (ii) our estimate of fair market lease rates for the properties or equivalent properties. Such valuations include consideration of the non-cancellable terms of the respective leases (as well as any applicable below market renewal options). The values of above and below-market leases associated with the original non-cancelable lease term are amortized to rental revenue over the terms of the respective non-cancelable lease periods. The portion of the values of the leases associated with below-market renewal options, that are likely to be exercised, are amortized to rental revenue over the respective renewal periods. When we acquire leveraged properties, the fair value of the related debt instruments is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount is amortized over the remaining term of the obligation and is included in other income (expense) in the consolidated financial statements. We also consider the value of the underlying collateral taking into account the quality of the collateral, the credit quality of the tenant, the time until maturity and the current interest rate. The determination of the fair value of the assets and liabilities acquired requires the use of significant assumptions with regard to current market rental rates, discount rates and other variables. Real Estate Real estate is carried at cost, less accumulated depreciation. Expenditures which improve or extend the useful life of the assets are capitalized, while expenditures for maintenance and repairs, which do not extend lives of the assets, are charged to expense. Deprecation is calculated using the straight-line method based on the estimated useful lives of the respective assets (not to exceed 40 years). Project costs directly related to the construction and development of real estate projects (including but not limited to interest and related loan fees, property taxes, insurance and legal costs) are capitalized as a cost of the project. Indirect project costs that relate to projects are capitalized and allocated to the projects to which they relate. Pertaining to assets under development, capitalization begins when both direct and indirect project costs have been made and it is probable that development of the future asset is probable. Capitalization of project costs will cease when the project is considered substantially completed and occupied, or ready for its intended use (but no later than one year from cessation of major construction activity). Upon substantial completion, depreciation of these assets will commence. If discrete portions of a project are substantially completed and occupied and other portions have not yet reached that stage, the substantially completed portions are accounted for separately. We allocate costs incurred between the portions under construction and the portions substantially completed and only capitalize those costs associated with the portions under construction. 54 Table of Contents Impairment of Long-Lived Assets The Company evaluates its tangible and identifiable intangible real estate assets for impairment when events such as 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 this test indicates that impairment exists, an impairment loss is recorded in earnings equal to the shortage of the book value to fair value, calculated as the discounted net cash flows of the property. Abandoned Pursuit Costs Pre-development costs incurred in pursuit of new development opportunities which we deem to be probable will be capitalized in Other assets on the consolidated balance sheets. If the development opportunity is not probable or the status of the project changes such that it is deemed no longer probable, construction costs incurred will be expensed. Loans Receivable We evaluate our loans receivable on a periodic basis to assess whether there are any indicators that the value may be impaired. A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due from the borrower in accordance with the original contractual terms of the loan. If a loan receivable is deemed impaired, we would be required to establish a reserve for losses in an amount deemed to be both probable and reasonably estimable. Interest income on real estate loans and notes receivable is recognized on an accrual basis over the lives of the loans or notes. We stop accruing interest on loans when circumstances indicate that it is probable that the ultimate collection of all interest due according to the loan agreement will not be realized. Leasing Costs Costs incurred to obtain tenant leases are amortized using the straight-line method over the term of the related lease agreement. Such costs include lease incentives, leasing commissions and legal costs. If the lease is terminated early, the remaining unamortized deferred leasing cost is written off. Leasing costs are capitalized in Other assets on the consolidated balance sheets. Deferred Financing Costs Deferred financing costs include fees and other expenditures necessary to obtain debt financing and are amortized on a straight-line basis, which approximates the effective interest method, over the term of the loan. Deferred financing costs are presented as a direct deduction from the related debt liability and any unamortized financing costs are charged to earnings when debt is retired before the maturity date. Cash and Cash Equivalents Cash and cash equivalents consist of cash held in major financial institutions, cash on hand and liquid investments with original maturities of three months or less. Cash balances may at times exceed federally insurable limits per institution, however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. Restricted Cash Restricted cash consists of amounts required to be reserved pursuant to 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 (in thousands): Schedule of Restricted Cash and Cash Equivalents December 31, 2021 December 31, 2020 Cash and cash equivalents $ 192,131 $ 6,578 Restricted cash (1) 215 — Total cash and cash equivalents and restricted cash $ 192,346 $ 6,578 (1) Restricted cash is included within Other assets on our consolidated balance sheets. Subscriptions Receivable Subscriptions receivable consists of units that have been issued with subscriptions that have not yet settled. As of December 31, 2021 and 2020, there was approximately $ 20.3 million and zero , respectively, in subscriptions that had not yet settled. All of these funds were settled prior to the filing of this report. Subscriptions receivable are carried at cost which approximates fair value. 55 Table of Contents Fair Value Measurements 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. Non-controlling Interest A noncontrolling interest in a subsidiary (minority interest) is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and separate from the parent company’s equity. In addition, consolidated net income is required to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and the amount of consolidated net income attributable to the parent and the noncontrolling interest are required to be disclosed on the face of the consolidated statements of operations. Organization, Primary Offering and Other Operating Costs Organization costs are expensed as incurred. Offering expenses include, without limitation, legal, accounting, printing, mailing and filing fees and expenses, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our escrow agent and transfer agent, fees to attend retail seminars and reimbursements for customary travel, lodging, meals and entertainment expenses associated therewith, but excluding upfront selling commissions or dealer manager fees. Offering costs, when incurred, will be charged to members’ equity against the gross proceeds of our Offering. Offering costs for the year ended December 31, 2021 was $ 0.6 million, of which $ 0.1 million was unpaid and represents a non-cash financing activity. The Company became liable to reimburse the Manager and its affiliates, including our Sponsor, when the first closing was held in connection with our Offering, which occurred in October 2021. Pursuant to the Management Agreement by and among the Company, Operating Companies and Manager (the “Management Agreement”), we will reimburse our Manager, Sponsor, and their respective affiliates, for actual expenses incurred on behalf of the Company in connection with the selection, acquisition or origination of an investment, whether or not we ultimately acquire or originate the investment. We will also reimburse our Manager, Sponsor, and their respective affiliates, for out-of-pocket expenses paid to third parties in connection with providing services to the Company. Pursuant to the Employee and Cost Sharing Agreement by and among the Company, Operating Companies, Manager and Sponsor (the “Employee and Cost Sharing Agreement”), we will reimburse our Sponsor and Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing services to us. The expenses shall be payable, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing. Leases All of our leases are deemed operating leases of which we recognize future minimum rents on a straight-line basis over the non-cancellable lease term. For our operating leases that contain arrangements involving reimbursements for costs such as common area maintenance, real estate taxes and insurance costs, we present these amounts within Rental revenue in our consolidated statement of operations in the period in which the applicable expenses are incurred. 56 Table of Contents Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Below-market rent liabilities, net and Accounts Payable were previously presented within Accounts payable, accrued expenses and other liabilities, but are now presented separately, in the consolidated balance sheets. Interest expense was previously presented separately, but is now presented within Other income (expense), in the consolidated statements of operations. We identified an error in our consolidated balance sheet as of September 30, 2021 as it relates to one of Belpointe REIT’s previously consolidated entities, BPOZ 1991 Main, LLC. As a result of the QOZB Sale and separate asset reorganization of entities under common control discussed in Note 2 , Belpointe REIT’s accumulated losses of $1.7 million from BPOZ 1991 Main, LLC should have been recorded as a reduction to the Class A Members’ Capital as of September 30, 2021 and therefore the loan provided to Belpointe Investment Holding would have been reduced. We concluded that this adjustment was not material to our consolidated financial statements for the current period or any prior periods and this correction was made as of December 31, 2021 accordingly. Risks and Uncertainties The spread of COVID-19 has caused significant disruptions to the global economy and normal business operations worldwide, and the duration and severity of the effects are currently unknown. The rapid development and fluidity of the COVID-19 situation precludes any forecast as to its ultimate impact. Nevertheless, COVID-19 presents material uncertainty and risk with respect to the Company’s performance and financial results, such as the potential to negatively impact financing arrangements, increase costs of operations, change laws or regulations, and add uncertainty regarding government and regulatory policy. We are closely monitoring the potential impact of COVID-19 on all aspects of our business. Other Assets and Liabilities Other assets in the consolidated balance sheets include our transaction costs pertaining to our deal pursuits, restricted cash, interest on loan receivables, property deposits, capitalized leasing commissions, corporate fixed assets, utility deposits, prepaid expenses, and accounts receivable. We include accrued expenses, straight-line lease liabilities, prepaid rent and security deposits payable in Accrued expenses and other liabilities in the consolidated balance sheets. Income Taxes We intend to operate in a manner that will allow us to qualify as a partnership for U.S. federal income tax purposes. Generally, an entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability. Accordingly, no provision for U.S. federal income taxes has been made in the consolidated financial statements of the Company. If we fail to qualify as a partnership for U.S. federal income tax purposes in any taxable year, and if we are not entitled to relief under the Code for an inadvertent termination of our partnership status, we will be subject to federal and state income tax on our taxable income at regular corporate income tax rates. Loss Per Unit Loss per unit represents both basic and dilutive per-unit amounts for the period presented in the consolidated financial statements. Basic and diluted loss per unit is calculated by dividing Net loss attributable to the Company by the weighted-average number of Class A Units outstanding during the year. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases , which is codified in ASC 842, Leases, and supersedes current lease guidance in ASC 840, Leases. The update amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. As an emerging growth company, we are permitted, and have elected, to use an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. For private companies, ASC 842 will be effective for annual reporting periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses. ASU 2016-13 introduces a new model for estimating credit losses based on current expected credit losses for certain types of financial instruments, including loans receivable, held-to-maturity debt securities, and net investments in direct financing leases, amongst other financial instruments. ASU 2016-13 also modifies the impairment model for available-for-sale debt securities and expands the disclosure requirements regarding an entity’s assumptions, models, and methods for estimating the allowance for losses. As an emerging growth company, we are permitted, and have elected, to use an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. For private companies, ASU 2016-13 will be effective for annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. 57 Table of Contents Note 4 - Related Party Arrangements On October 28, 2020, Belpointe REIT lent the Company $ 35.0 million pursuant to the terms of a secured promissory note (the “First Secured Note”). On February 16, 2021, Belpointe REIT lent the Company an additional $ 24.0 million pursuant to the terms of a second secured promissory note (the “Second Secured Note”). On May 28, 2021, the Company and Belpointe REIT entered into an agreement to amend the Maturity Date of the First Secured Note and Second Secured Note to December 31, 2021 (the “Maturity Date”). In addition, on May 28, 2021, Belpointe REIT lent the Company an additional $ 15.0 million pursuant to the terms of a third secured promissory note (the “Third Secured Note” and, together with the First Secured Note and Second Secured Note, the “Secured Notes”). The Secured Notes bore interest at a rate of 0.14 %, were due and payable on the Maturity Date and were secured by all of the assets of the Company. The Company used the proceeds from the Secured Notes to make certain qualified opportunity zone investments, as discussed below in “Note 5 – Real Estate, Net.” Upon consummation of the Merger, effective October 12, 2021, we entered into a Release and Cancellation of Indebtedness Agreement with BREIT Merger, the surviving entity in the Merger, pursuant to the terms of which BREIT Merger cancelled the Secured Notes and discharged us from all obligations to repay the principal and any accrued interest on the Secured Notes (a non-cash financing activity). All intercompany activity between the Company and Belpointe REIT have been eliminated for the year ended December 31, 2021. In accordance with the terms of the Merger Agreement, effective September 14, 2021, Belpointe REIT sold its interest in the holding company for an approximately 5.2 -acre site located in Sarasota, Florida (the “1991 Main Interest”) to Belpointe Investment Holding, LLC, a Delaware limited liability company (“BI Holding”) and affiliate of our Chief Executive Officer, for an aggregate purchase price of $ 23.1 million, which was evidenced by a secured promissory note bearing interest at a rate of 5 % per annum and due and payable at maturity on September 14, 2022 (the “BI Secured Note”). Upon consummation of the Merger, we acquired the BI Secured Note as successor in interest to Belpointe REIT. Effective November 30, 2021, we acquired the 1991 Main Interest from BI Holding in consideration of its payment to us of $ 0.3 million in interest that had accrued under the terms of the BI Secured Note through November 30, 2021, and in satisfaction of its remaining obligations under the BI Secured Note. For additional details regarding our acquisition of the 1991 Main Interest see “Note 5 – Real Estate, Net.” The Manager and its affiliates, including our Sponsor, will receive fees or reimbursements in connection with our Primary Offering and the management of our investments. The following table presents a summary of fees incurred and reimbursable expenses to the Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements (amounts in thousands): Schedule of Non-Cash Activity to Related Party Year Ended December 31, 2021 January 24, 2020 (Formation) to December 31, 2020 Amounts Included in the Consolidated Statements of Operations Costs incurred by the Manager and its affiliates (1) $ 1,618 $ 81 Management fees 674 — Director compensation 20 — $ 2,312 $ 81 Other capitalized costs Development fee and reimbursements (1) $ 1,994 $ 2,611 Offering costs 513 — Acquisition fee 38 — $ 2,545 $ 2,611 (1) Includes wage, overhead and other reimbursements to the Manager and its affiliates. 58 Table of Contents The following table presents a summary of amounts included in Due to affiliates in the consolidated financial statements (amounts in thousands): Schedule of Due to Related Party December 31, 2021 December 31, 2020 Amounts Due to affiliates Employee cost sharing and reimbursements (1) $ 852 $ 126 Management fees 634 — Acquisition fee 38 — Director compensation 20 — First Secured Note, including accrued interest, to Belpointe REIT (2) — 35,009 Development fees (1) — 357 $ 1,544 $ 35,492 (1) Includes wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor. (2) The Secured Notes were eliminated as a result of the Company obtaining a controlling financial interest in Belpointe REIT (see “Note 2 – Exchange Offer, Conversion and Merger” ). Organization, Primary Offering and Merger Expenses The Manager and its affiliates, including our Sponsor, will be reimbursed, as described in the following paragraph, for organization and offering expenses incurred in conjunction with our organization and Primary Offering as well as expenses incurred in connection with the Transaction, which is described in greater detail in “Note 2 – Exchange Offer, Conversion and Merger.” As of December 31, 2021 and 2020, the Manager and its affiliates, including our Sponsor, have incurred organization and Primary Offering expenses of $ 0.6 million and $ 0.2 million, respectively, on behalf of the Company. As of December 31, 2021 and 2020, the Manager and its affiliates, including our Sponsor, have incurred Transaction expenses of $ 0.2 million and $ 0.1 million, respectively. Other Operating Expenses Pursuant to the Management Agreement by and among the Company, Operating Companies and Manager (the “Management Agreement”), we will reimburse our Manager, Sponsor, and their respective affiliates, for actual expenses incurred on behalf of the Company in connection with the selection, acquisition or origination of an investment, whether or not the Company ultimately acquires or originates the investment. We will also reimburse our Manager, Sponsor, and their respective affiliates, for out-of-pocket expenses paid to third parties in connection with providing services to the Company. Pursuant to the Employee and Cost Sharing Agreement by and among the Company, Operating Companies and Manager, we will reimburse our Sponsor and Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing services to us. As of December 31, 2021 and 2020, the Manager and its affiliates, including our Sponsor, have incurred operating expenses of $ 1.3 million and $ 0.1 million, inclusive of wage reimbursements of $ 0.8 million and $ 0.1 million, respectively, on behalf of the Company. The expenses shall be payable, at the election of the recipient, in cash, by issuance of our Class A units at the then-current NAV, or through some combination of the foregoing. Management Fee Subject to the oversight of our board of directors (the “Board”), the Manager is responsible for managing the Company’s 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 will pay our Manager a quarterly management fee in arrears of one-fourth of 0.75 %. The management fee will be based on our NAV at the end of each quarter, which, no later than the first quarter following the December 31, 2022 year end, and every quarter, thereafter, will be announced within approximately 60 days of the last day of each quarter. For the year ended December 31, 2021, we incurred management fees of $ 0.7 million which are included in Property expenses in the consolidated statements of operations. 59 Table of Contents Property Management Oversight Fee Our Manager, Sponsor or an affiliate of our Manager or Sponsor, will be paid an annual property management oversight fee, to be paid by the individual subsidiaries of our Operating Companies, equal to 1.5 % of the revenue generated by the applicable property. There were no property management oversight fees for the year ended December 31, 2021 or for the period beginning January 24, 2020 (formation) to December 31, 2020. Development Fee 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. In connection with our acquisitions of 902-1020 First and 900 8th Avenue South (as defined in “Note 5 – Real Estate, Net” ), a development fee of 4.5 % of total project costs will be charged throughout the course of each project, of which one half was due at the close of each acquisition and is included in Real estate under construction in our consolidated balance sheets as of December 31, 2021 and 2020. During the year ended December 31, 2021, we incurred employee reimbursement expenditures to the development managers of $ 0.6 million, of which $ 0.5 million is included in Real estate under construction in our consolidated balance sheet and $ 0.1 million is included in General and administrative expenses in our consolidated statement of operations. As of December 31, 2021 and 2020, zero and $ 0.3 million, respectively, remained due and payable to our affiliates for upfront development fees, and $ 0.4 million and less than $ 0.1 million, respectively, remained due and payable to our affiliates for employee reimbursement expenditures relating to projects under development. Acquisition Fee We will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5 % of the total value of any acquisition transaction, including any acquisition through merger with another entity (but excluding any transactions in which our Sponsor, or an affiliate of our Manager or Sponsor, would otherwise receive a development fee). As of December 31, 2021, we incurred acquisition fees of less than $ 0.1 million in connection with the 901-909 Central (as defined in “Note 5 – Real Estate, Net” ) acquisition. We did not incur any acquisition fees as of December 31, 2020, since all investments acquired as of that date were or will be subject to payment of development fees. Economic Dependency Under various agreements, the Company has engaged the Manager and its affiliates, including in certain cases the Sponsor, to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition services, supervision of our Primary Offering and any subsequent offerings, as well as other administrative responsibilities for the Company, including accounting services and investor relations services. As a result of these relationships, we are dependent upon the Manager and its affiliates, including the Sponsor. In the event that these companies are unable to provide the Company with these services, we would be required to find alternative providers of these services. Note 5 – Real Estate, Net Acquisitions of Real Estate During 2021 On February 24, 2021, an indirect wholly owned subsidiary of our Operating Company and an unaffiliated third party (the “JV Partner”) entered into a limited liability company agreement (the “LLC Agreement”) for BPOZ 900 Eighth QOZB, LLC, a Delaware limited liability company (“BPOZ 900 Eighth QOZB”). BPOZ 900 Eighth QOZB was formed for purposes of acquiring all of the limited partnership interests of 900 Eighth, LP, a Tennessee limited partnership (“900 Eighth”). 900 Eighth was formed to acquire a 3.17 -acre land assemblage, consisting of a few small buildings, parking lots and open lots, located in Nashville, Tennessee (together “900 8th Avenue South”). Pursuant to the LLC Agreement, the JV Partner assigned the purchase and sale agreement for 900 8th Avenue South together with a previously paid property deposit of $ 0.4 million to BPOZ 900 Eighth QOZB in exchange for the JV Partner’s deemed initial capital contribution of $ 0.2 million (a non-cash investing activity during the year ended December 31, 2021) and a promissory note (the “900 Eighth Promissory Note”) from 900 Eighth in the amount of $ 0.2 million. The 900 Eighth Promissory Note, which is included in Accrued expenses and other liabilities in the consolidated balance sheets, earns interest at the greater of (i) 1 % per annum, or (ii) the short-term adjusted applicable federal rate for the current month for purposes of Section 1288(b) of the Code, and matures upon receipt of construction permits which we expect to receive in 2022. On May 28, 2021, 900 Eighth completed the acquisition of 900 8th Avenue South for a purchase price of $ 19.7 million, inclusive of transaction costs of $ 0.1 million. We funded this acquisition with proceeds from the Secured Notes. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. All related assets were recorded at their relative fair values based on the purchase price and acquisition costs incurred. We anticipate funding entitlement and development costs with a mix of equity investments by the JV Partner and proceeds from the Primary Offering. 60 Table of Contents On March 12, 2021, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a parcel of land located in St. Petersburg, Florida, for a purchase price of $ 2.5 million, inclusive of transaction costs of $ 0.1 million. We funded this acquisition with proceeds from the Secured Notes. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. The purchase price was allocated to land, building, intangible assets and below-market lease liability of $ 1.9 million, $ 0.6 million, $ 0.2 million and $ 0.2 million, respectively. All related assets and liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred. On May 7, 2021, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a 1.205 -acre site, consisting of a fully leased retail building and parking lot located in Sarasota, Florida, for a purchase price of $ 4.7 million, inclusive of transaction costs of $ 0.1 million. We funded the acquisition with proceeds from the Secured Notes. The property will be used as a future development site. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. The purchase price was allocated to land and intangible in-place lease assets of $ 4.5 million and $ 0.2 million, respectively. All related assets, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred. On July 15, 2021, through an indirect majority-owned subsidiary, we completed the acquisition of a 9 -acre parcel of land located in Storrs, Connecticut, for a purchase price of $ 0.1 million, inclusive of transaction costs of less than $ 0.1 million. We funded the purchase price with proceeds from the Secured Notes and anticipate holding Storrs Road for future multifamily development. On October 29, 2021, through certain indirect majority-owned subsidiaries of our Operating Company, we completed the acquisition of an approximately 8 -acre site consisting of two industrial buildings and associated parking located in Nashville, Tennessee, for a purchase price of $ 21.0 million, inclusive of transaction costs of $ 0.2 million. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. All related assets were recorded at their relative fair values based on the purchase price and acquisition costs incurred. On November 18, 2021, through an indirect majority-owned subsidiaries of our Operating Company, we completed the acquisition of an approximately 1.66 -acre site consisting of a 10,000 square foot retail building and associated parking lot located in Nashville, Tennessee, for a purchase price of $ 2.1 million, inclusive of transaction costs of $ 0.1 million. Upon closing the building was leased to the seller for a term of 12 months, with the ability to continue month to month thereafter. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. The purchase price was allocated to land, building and in-place lease intangible asset of $ 1.8 million, $ 0.2 million and $ 0.1 million, respectively. All related assets and liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred. 61 Table of Contents Effective November 30, 2021, pursuant to the terms of an Agreement to Accept Interests in Satisfaction of Obligations, through an indirect majority owned subsidiary, we acquired the 1991 Main Interest from BI Holding for a gross purchase price of $ 33.9 million, excluding debt assumed in connection with the transaction of $ 10.8 million. As part of this acquisition, we assumed an outstanding secured loan from First Florida Integrity Bank (the “1991 Main Loan”), the current outstanding principal balance of which is $ 10.8 million. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. All related assets and liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred. The purchase price was allocated as follows (amounts in thousands): Schedule of Real Estate Properties As of November 30, 2021 Assets Real Estate Land (1) $ 3,159 Building and improvements (1) 10,226 Intangible assets (1) 6,731 Real estate under construction (1) 11,853 Total Real estate (1) 31,969 Accumulated depreciation and amortization (1) — Real estate, net (1) 31,969 Cash and cash equivalents 2,165 Other assets (2) 519 Total assets $ 34,653 Liabilities Debt, net (1) $ 10,787 Due to affiliates (1) 89 Accounts payable (1) 302 Accrued expenses and other liabilities (1) 403 Total liabilities $ 11,581 Total net assets $ 23,072 (1) Represents non-cash investing activity during the year ended December 31, 2021. (2) Includes restricted cash of $ 0.3 million. The remaining $0.2 million represents non-cash investing activity during the year ended December 31, 2021 . On December 21, 2021, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of a 0.129 -acre site, consisting of a one-story 5,328 gross square foot mixed-use building, located in St. Petersburg, Florida (“901-909 Central”), for a purchase price of $ 2.6 million, inclusive of transaction costs of $ 0.1 million. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. The purchase price was allocated to land, building, in-place lease intangible asset and below-market lease liability of $ 1.1 million, $ 1.6 million, $ 0.4 million and $ 0.5 million, respectively. All related assets and liabilities, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred. Acquisitions of Real Estate During 2020 On October 30, 2020, through an indirect majority-owned subsidiary of our Operating Company, we completed the acquisition of several parcels, comprising 1.6 -acres of land, located in St. Petersburg, Florida (together “902-1020 First”), for a purchase price of $ 12.1 million, inclusive of transaction costs. We funded the land acquisition costs with proceeds from the First Secured Note and anticipate funding the development costs with a mix of equity and land and construction loans. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized and recorded at their relative fair values based on the purchase price and acquisition costs incurred. On October 30, 2020, through certain indirect majority-owned subsidiaries of our Operating Company, we completed the acquisition of a 1.3 -acre site, consisting of a former gas station, a three-story office building with parking lot with a one-story retail building, located in Sarasota, Florida, for an aggregate purchase price of $ 6.9 million, inclusive of transaction costs. We funded the acquisition with proceeds from the First Secured Note and anticipate funding the redevelopment costs with a mix of equity and construction loans. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. The purchase price was allocated to land and building of $ 4.8 million and $ 2.1 million, respectively. All related assets were recorded at their relative fair values based on the purchase price and acquisition costs incurred. 62 Table of Contents On October 30, 2020, through certain indirect majority-owned subsidiaries of our Operating Company, we completed the acquisition of a 1.62 -acre site, consisting of a six-story office building with parking lot, located in Sarasota, Florida, for an aggregate purchase price of $ 7.0 million, inclusive of transaction costs. We funded the acquisition costs with proceeds from the First Secured Note and anticipate funding the redevelopment costs with a mix of equity and construction loans. This acquisition was deemed to be an asset acquisition and all transaction costs were capitalized. The purchase price was allocated to land, building and improvements, in-place lease intangible asset and below-market lease liability for $ 4.9 million, $ 1.6 million, $ 2.0 million, and $ 1.5 million, respectively. Depreciation expense was $ 0.2 million and less than $ 0.1 million for the year ended December 31, 2021 and the period beginning January 24, 2020 (formation) to December 31, 2020, respectively. Real Estate Under Construction The following table provides the activity of our Real Estate Under Construction (amounts in thousands): Schedule of Real Estate Under Construction December 31, 2021 December 31, 2020 Beginning balance $ 15,101 $ — Land held for development (1) 48,085 12,060 Acquisition of construction in progress 4,662 — Capitalized costs (1) (2) (3) 8,991 3,041 Capitalized interest 43 — Ending balance $ 76,882 $ 15,101 (1) Includes non-cash investing activity of $ 1.6 million and $ 0.5 million for the the years ended December 31, 2021, and December 31, 2020, respectively. (2) Includes development fees and employee reimbursement expenditures of $ 2.7 million and $ 2.6 million for the year ended December 31, 2021, and the period beginning January 24, 2020 (formation) to December 31, 2020, respectively. (3) Includes direct and indirect project costs incurred of $ 0.5 million and less than $ 0.1 million for the the year ended December 31, 2021 and the period beginning January 24, 2020 (formation) to December 31, 2020, respectively. Note 6 – Intangible Assets and Liabilities Intangible assets and liabilities are summarized as follows (in thousands): Schedule Of Intangible Assets And Liabilities December 31, 2021 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Finite-Lived Intangible Assets In-place leases $ 2,941 $ ( 383 ) $ 2,558 $ 2,008 $ ( 17 ) $ 1,991 Indefinite-Lived Intangible Assets Development rights 5,659 — 5,659 — — — Ground lease purchase option 1,072 — 1,072 — — — Total intangible assets $ 9,672 $ ( 383 ) $ 9,289 $ 2,008 $ ( 17 ) $ 1,991 Finite-Lived Intangible Liabilities Below-market leases $ ( 2,159 ) $ 159 $ ( 2,000 ) $ ( 1,508 ) $ 13 $ ( 1,495 ) Total intangible liabilities $ ( 2,159 ) $ 159 $ ( 2,000 ) $ ( 1,508 ) $ 13 $ ( 1,495 ) In-place lease intangible assets recorded for 2021 acquisitions, noted above, are included in Intangible assets on the consolidated balance sheets and are being amortized over a weighted average lease term of approximately 3.5 years. In-place lease intangible asset recorded for 2020 acquisitions, noted above, are included in Intangible assets on the consolidated balance sheets and are being amortized over a weighted average lease term of 20.0 years. During the year ended December 31, 2021, the amortization of in-place lease intangible asset was $ 0.4 million and is included in Depreciation and amortization expense on the consolidated statements of operations. During the period beginning January 24, 2020 (formation) to December 31, 2020, the amortization of in-place lease intangible asset was less than $ 0.1 million and is included in Depreciation and amortization expense on the consolidated statements of operations. 63 Table of Contents Intangible assets recorded in connection with our acquisition of the 1991 Main Interest (as discussed in greater detail in “Note 4 - Related Party Arrangements,” and “Note 5 – Real Estate, Net” ) include land development rights of $ 5.7 million (which have a perpetual legal and economic life) and a ground lease purchase option of $ 1.1 million which we have exercised as of the date of this report. These intangible assets are included in Intangible assets on the consolidated balance sheets. The below-market lease liabilities recorded for 2021 acquisitions, noted above, are included in Below-market rent liabilities, net on the consolidated balance sheets and are being amortized over a weighted average lease term of approximately 5.2 years. In-place lease intangible asset recorded for 2020 acquisitions, noted above, are included in Intangible assets on the consolidated balance sheets and are being amortized over a weighted average lease term of 20.0 years. During the year ended December 31, 2021, the amortization of below-market lease liability was $ 0.1 million and is included in Rental revenue on the consolidated statements of operations. During the the period beginning January 24, 2020 (formation) to December 31, 2020, the amortization of below-market lease liability was less than $ 0.1 million and is included in Rental revenue on the consolidated statements of operations. Based on the intangible assets and liabilities recorded as of December 31, 2021, scheduled annual net amortization of intangibles for the next five calendar years and thereafter is as follows (in thousands): Schedule of Annual Net Amortization of Intangibles Years Ending December 31, Increase in Rental Revenue Increase to Amortization Net 2022 $ ( 230 ) $ 390 $ 160 2023 ( 195 ) 249 54 2024 ( 145 ) 155 10 2025 ( 145 ) 144 ( 1 ) 2026 ( 145 ) 144 ( 1 ) Thereafter ( 1,140 ) 1,476 336 $ ( 2,000 ) $ 2,558 $ 558 Note 7 – Loans Receivable As discussed in greater detail in “Note 4 - Related Party Arrangements” and “Note 5 – Real Estate, Net” , effective September 14, 2021, Belpointe REIT lent $ 24.8 million to BI Holding pursuant to the terms of the BI Secured Note at an annual interest of 5 % and term to maturity of one year. Effective November 30, 2021, the principal due under the BI Secured Note was fully settled in exchange for the interest in BPOZ 1991 Main and the accrued interest of $ 0.3 million was repaid. On September 30, 2021, we lent $ 3.5 million to CMC Storrs SPV, LLC a Connecticut limited liability company (“CMC”), pursuant to the terms of a non-recourse promissory note (the “CMC Note”) secured by a Mortgage Deed and Security Agreement on a property owned by CMC located in Mansfield, Connecticut. CMC used the proceeds from the CMC Note to enter into a Redemption Agreement with BPOZ 497 Middle Holding, LLC, a Connecticut limited liability company (“BPOZ 497”), and indirect majority-owned subsidiary of Belpointe REIT, to redeem BPOZ 497’s preferred equity investment in CMC in accordance with the terms of the Merger Agreement. Interest accrues on the CMC Note at a rate of 12 % per annum and is due and payable at maturity on March 29, 2022 . Interest income from loans receivable for the year ended December 31, 2021 was $ 0.4 million and is included in Interest income in our consolidated statements of operations. There was no interest income from loans receivable for the period beginning January 24, 2020 (formation) to December 31, 2020. Note 8 – Debt, Net Debt, net consists of one non-recourse mortgage loan— the 1991 Main Loan (as described in greater detail in “Note 5 – Real Estate, Net,” )—which is guaranteed by our Chief Executive Officer and held with an unrelated third party, and which is collateralized by the assignment of real property with a carrying value of $ 33.1 million at December 31, 2021. As of December 31, 2021, the 1991 Main Loan has an outstanding balance of $ 10.8 million (excluding debt discount net of accumulated amortization of less than $ 0.1 million) and a fixed annual interest rate of 4.75 %. The 1991 Main Loan matures May 6, 2022 and is interest only, with a balloon payment due at maturity. Note 9 - Fair Value of Financial Instruments 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. 64 Table of Contents 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. As of December 31, 2021, the Company did not have any significant financial instruments. We estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of December 31, 2021 and 2020. Note 10 – Loss Per Unit Basic and Diluted Loss Per Unit For the year ended December 31, 2021, the basic and diluted weighted-average units outstanding was 410,194 . For the year ended December 31, 2021, net loss attributable to Class A Units was $ 3.1 million and the loss per basic and diluted unit was $ 7.64 . During the period beginning January 24, 2020 (formation) to December 31, 2020, the basic and diluted weighted-average units outstanding was 100 . During the period beginning January 24, 2020 (formation) to December 31, 2020, net loss attributable to Class A Units was $ 0.1 million and the loss per basic and diluted unit was $ 1,120 . Note 11 – Members’ Capital (Deficit) Our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”) generally authorizes our Board to issue an unlimited number of units and options, rights, warrants and appreciation rights relating to such units for consideration or for no consideration and on the terms and conditions as determined by our Board, in its sole discretion, without the approval of any members. These additional securities may be used for a variety of purposes, including in future offerings to raise additional capital and acquisitions. Our Operating Agreement currently authorizes the issuance of an unlimited number of Class A units, 100,000 Class B units and one Class M unit. As of December 31, 2021, there are 3,382,149 Class A units, 100,000 Class B units and one Class M unit issued and outstanding. As of December 31, 2021, there were 202,952 units issued by the Company pursuant to subscription agreements which had not yet settled. Accordingly, $ 20.3 million was a non-cash financing activity during 2021 and was recorded as a Subscriptions receivable on our consolidated balance sheet relating to such units issued as of December 31, 2021. As of filing, all of these funds have been received. 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. Class A units are entitled to one vote per unit on all matters submitted to a vote of our members. Matters must generally be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast. Holders of Class A units share ratably in any distributions we make, subject to any statutory or contractual restrictions on distributions and to any restrictions on distributions imposed by the terms of any preferred units we issue. Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units, if any, holders of Class A units are entitled to receive our remaining assets available for distribution. 65 Table of Contents Class B units All of our Class B units are held by our Manager and were issued on September 14, 2021, upon effectiveness of our Form S-4. Class B units are not entitled to preemptive, redemption or conversion rights. Class B units are entitled to one vote per unit on all matters submitted to a vote of our members. Matters must generally be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast. Holders of our Class B units are entitled to share ratably as a class in 5 % of any gains recognized by or distributed to the Company or recognized by or distributed from our Operating Companies or any subsidiary or other entity to the Company, regardless of whether the holders of our Class A units have received a return of their capital. The allocation and distribution rights that the holders of our Class B units are entitled to may not be amended, altered or repealed, and the number of authorized Class B units may not be increased or decreased, without the consent of our Manager. In addition, our Manager will continue to hold the Class B units even if it is no longer our manager. Upon our dissolution, liquidation or winding up, after payment of all amounts required to be paid to creditors and holders of preferred units, if any, holders of Class B units will be entitled to receive any accrual of gains or distributions otherwise distributable pursuant to the terms of the Class B units, regardless of whether the holders of our Class A Units have received a return of their capital. Class M unit The Class M unit is held by our Manager and was issued on September 14, 2021, upon effectiveness of our Form S-4. The Class M unit is not entitled to preemptive, redemption or conversion rights. The 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. Note 12 – Commitments and Contingencies As of December 31, 2021, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened against it. 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 audited consolidated financial statements were available for issuance require potential adjustment to or disclosure in the audited consolidated financial statements and has concluded that all such events or transactions that would require recognition or disclosure have been recognized or disclosed. Loan On January 3, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $ 30.0 million (the “Norpointe Loan”) to Norpointe, LLC (“Norpointe”), an affiliate of our Chief Executive Officer. Norpointe is the owner of certain real property located at 41 Wolfpit Avenue, Norwalk, Connecticut 06851 (the “Norpointe Property”). The Norpointe Loan is evidenced by a promissory note bearing interest at a rate of 5 % per annum, due and payable on December 31, 2022, and is secured by a first mortgage lien on the Norpointe Property. Given our excess cash on hand as of the year ended December 31, 2021, management viewed the Norpointe transaction as an opportunity to earn a strong rate of return on that cash by making a low risk—due to the low loan-to-value ratio and first priority mortgage interest—short-term loan rather than depositing the funds in a lower yielding account pending investment in future developments. 66 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures. None.