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”) was formed
on January 24, 2020 as a Delaware limited liability company. We operate in a manner that allows 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 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, 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.
Our
Transaction with Belpointe REIT
Pursuant
to the terms of an Agreement and Plan of Merger, we conducted an offer to exchange (the “Offer”) each outstanding share of
common stock (the “Common Stock”) of Belpointe REIT, Inc. (“Belpointe REIT”) for 1.05 of our Class A units, with
any fractional Class A units rounded up to the nearest whole unit (the “Transaction Consideration”). The Offer was completed
on September 14, 2021.
Following
the Offer, Belpointe REIT was converted from a corporation into a limited liability company (the “Conversion”). In the Conversion
each outstanding share of Common Stock was converted into a limited liability company interest (an “Interest”). Thereafter,
the limited liability company was merged with and into our wholly-owned subsidiary (the “Merger”), and each outstanding Interest
was converted into the right to receive the Transaction Consideration. The Merger was completed on October 12, 2021.
Capitalization
We
are offering Class A units in our ongoing initial public offering (our “Primary Offering”) directly to investors. Our Primary
Offering is a “best efforts” offering and we undertake closings on a rolling basis.
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 – Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited 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 U.S. Securities and Exchange Commission.
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,
2022, and for the three and nine months ended September 30, 2022 and 2021, 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, 2021, 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 unaudited 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 interests. 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.
The
following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of September 30,
2022 and December 31, 2021, respectively (amounts in thousands):
Schedule of Variable Interest Entities
| |
| | |
| |
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
(unaudited) | | |
| |
Assets | |
| | | |
| | |
Real estate | |
| | | |
| | |
Land | |
$ | 9,747 | | |
$ | 5,127 | |
Building and improvements | |
| 10,449 | | |
| 10,226 | |
Intangible assets | |
| 7,155 | | |
| 6,731 | |
Real estate under construction | |
| 111,020 | | |
| 76,332 | |
Total real estate | |
| 138,371 | | |
| 98,416 | |
Accumulated depreciation and amortization | |
| (430 | ) | |
| (35 | ) |
Real estate, net | |
| 137,941 | | |
| 98,381 | |
Cash and cash equivalents | |
| 125,033 | | |
| 188,608 | |
Loan receivable from affiliate | |
| 30,000 | | |
| — | |
Other assets | |
| 5,759 | | |
| 503 | |
Total assets | |
$ | 298,733 | | |
$ | 287,492 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Debt, net | |
$ | — | | |
$ | 10,790 | |
Due to affiliates | |
| 3,001 | | |
| 305 | |
Accounts payable | |
| 1,029 | | |
| 1,118 | |
Accrued expenses and other liabilities | |
| 5,216 | | |
| 822 | |
Total liabilities | |
$ | 9,246 | | |
$ | 13,035 | |
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 unaudited consolidated financial statements and the accompanying notes. Actual results could materially
differ from those estimates.
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
unaudited consolidated statements of cash flows (amounts in thousands):
Schedule of Restricted Cash and Cash Equivalents
| |
| | |
| |
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
| (unaudited) | | |
| | |
Cash and cash equivalents | |
$ | 139,495 | | |
$ | 192,131 | |
Restricted cash (1) | |
| 1,405 | | |
| 215 | |
Total cash and cash equivalents and restricted cash | |
$ | 140,900 | | |
$ | 192,346 | |
(1) | Restricted
cash is included within Other assets on our consolidated balance sheets. |
Risks
and Uncertainties
Demand
for multifamily and mixed-use rental properties is subject to uncertainty as a result of a number of factors, including, among others,
increasing interest rates, higher rates of inflation, ongoing supply chain disruptions and labor shortages, and the continuing impact
of COVID-19. The potential effect of these and other factors 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 government and regulatory policies applicable to us. We are closely monitoring the potential
impact of these and other factors on all aspects of our business.
Note
3 – Related Party Arrangements
Our
Transaction with Norpointe, LLC
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 was evidenced by a promissory note bearing interest at an annual rate of 5.0%, due and payable on December 31, 2022,
and was secured by a first mortgage lien on the Norpointe Property.
On
June 28, 2022, for purposes of complying with the qualified opportunity fund requirements, we restructured the Norpointe Loan through
BPOZ 1000 First QOZB, LLC (“BPOZ 1000”), an indirect majority-owned subsidiary, whereby BPOZ 1000 provided a commercial mortgage
loan in the principal amount of $30.0 million (the “QOZB Loan”) to Norpointe. Thereafter, on June 28, 2022, Norpointe repaid
the Norpointe Loan in full. The QOZB Loan is evidenced by a promissory note bearing interest at an annual rate of 5.0%, due and payable
on June 28, 2023, and is secured by a first mortgage lien on the Norpointe Property.
Our
Relationship with Our Manager and Sponsor
Our
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 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 (amounts in thousands):
Schedule of Non-Cash Activity to Related Party
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
| |
(unaudited) | | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
Amounts included in the Consolidated Statements of Operations | |
| | | |
| | | |
| | | |
| | |
Management fees | |
$ | 648 | | |
$ | 40 | | |
$ | 1,922 | | |
$ | 40 | |
Costs incurred by our Manager and its affiliates (1) | |
| 462 | | |
| 116 | | |
| 1,456 | | |
| 315 | |
Insurance | |
| 102 | | |
| — | | |
| 314 | | |
| — | |
Director compensation | |
| 20 | | |
| — | | |
| 60 | | |
| — | |
Costs
incurred by the manager and its affiliates | |
$ | 1,232 | | |
$ | 156 | | |
$ | 3,752 | | |
$ | 355 | |
| |
| | | |
| | | |
| | | |
| | |
Capitalized costs included in the Consolidated Balance Sheets | |
| | | |
| | | |
| | | |
| | |
Development fee and reimbursements | |
$ | 817 | | |
$ | 137 | | |
$ | 3,637 | | |
$ | 1,719 | |
Insurance (2) | |
| 531 | | |
| — | | |
| 1,099 | | |
| — | |
Other
capitalized costs | |
$ | 1,348 | | |
$ | 137 | | |
$ | 4,736 | | |
$ | 1,719 | |
(1) | Includes
wage, overhead and other reimbursements to our Manager and its affiliates, including our
Sponsor, which are included in General and administrative expenses on the unaudited Consolidated
Statements of Operations. |
(2) | During
the three and nine months ended September 30, 2022, we incurred insurance premiums of zero
and $4.6 million, respectively, pertaining to insurance policies with effective dates that
commenced during the period, which were included in Other assets on our unaudited consolidated
balance sheet. Of this amount, zero was unpaid as of September 30, 2022 and $1.1 million
was amortized into Real estate under construction on our unaudited consolidated balance sheet. |
The
following table presents a summary of amounts included in Due to affiliates in the consolidated balance sheets (amounts in thousands):
Schedule of Due to Related Party
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
(unaudited) | | |
| |
Due to affiliates | |
| | | |
| | |
Development fees | |
$ | 2,761 | | |
$ | — | |
Management fees | |
| 648 | | |
| 634 | |
Employee cost sharing and reimbursements (1) | |
| 351 | | |
| 852 | |
Director compensation | |
| 20 | | |
| 20 | |
Acquisition fee | |
| — | | |
| 38 | |
Due
to affiliates | |
$ | 3,780 | | |
$ | 1,544 | |
(1) | Includes
wage, overhead and other reimbursements to our Manager and its affiliates, including our
Sponsor. |
Organizational,
Primary Offering and Merger Expenses
Our
Manager and its affiliates, including our Sponsor, will be reimbursed, as described in the following paragraph, for organizational and
offering expenses incurred in connection with our organization and Primary Offering and for expenses incurred in connection with our
exchange offer and second-step merger to acquire all of the issued and outstanding shares of common stock of Belpointe REIT, Inc. (collectively,
the “Transaction”). We became liable to reimburse our Manager and its affiliates, including our Sponsor, when the first closing
was held in connection with our Primary Offering, which occurred in October 2021.
There
were no organization or Primary Offering expenses incurred by our Manager and its affiliates during the three and nine months ended
September 30, 2022. During the three and nine months ended September 30, 2021, our Manager and its affiliates, including our
Sponsor, incurred organization and Primary Offering expenses of $0.1
million and $0.6
million, respectively, as well as Transaction expenses of $0.1
million and $0.2
million, respectively, on our behalf, all of which have been fully repaid.
Other
Operating Expenses
Pursuant
to a management agreement by and among the Company, 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 an employee and cost sharing agreement by and among the Company, 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 and nine months ended September 30, 2022, our Manager and its affiliates, including our Sponsor, incurred
operating expenses of $0.4 million and $1.3 million, respectively, on our behalf. During the three and nine months ended September 30,
2021, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.2 million and $0.5 million, respectively,
on our behalf. The expenses are 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. As of September 30, 2022, all expenses incurred since inception have been paid in
cash.
Management
Fee
Subject
to the oversight of our Board, our 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 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, 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. During the
three and nine months ended September 30, 2022, we incurred management fees of $0.6
million and $1.9
million, respectively, which are included in
Property expenses in the unaudited consolidated statements of operations. During both the three and nine months ended September 30, 2021,
we incurred management fees of less than $0.1
million, which are included in Property expenses in the unaudited
consolidated statements of operations.
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.
On
March 29, 2022, we commenced construction on one of our properties located in Sarasota, Florida, and in connection therewith, due to
increases in scope of work and construction costs, we revised our construction budget. As a result of the revisions to our construction
budget we incurred an additional upfront development fee of $1.6 million, which is included in Real estate under construction in our
unaudited consolidated balance sheet. The remaining development fee will be earned throughout the project in accordance with the terms
of the development management agreement. During the three and nine months ended September 30, 2022, we incurred development fees earned
during the construction phase of $0.5 million and $2.8 million, respectively. As of September 30, 2022 and December 31, 2021, $2.8 million
and zero, respectively, remained due and payable to our affiliates for development fees.
During
the three and nine months ended September 30, 2022, we incurred employee reimbursement expenditures to our affiliates acting as development
managers of $0.3 million and $1.0 million, respectively, of which $0.3 million and $0.8 million, respectively, is included in Real estate
under construction in our unaudited consolidated balance sheet, and less than $0.1 million and $0.2 million, respectively, is included
in General and administrative expenses in our unaudited consolidated statement of operations. During the three and nine months ended
September 30, 2021, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $0.2 million
and $0.3 million, respectively, of which $0.1 million and $0.2 million, respectively, is included in Real estate under construction in
our unaudited consolidated balance sheet, and less than $0.1 million and $0.1 million, respectively, is included in General and administrative
expenses in our unaudited consolidated statement of operations. As of September 30, 2022 and December 31, 2021, $0.2 million and $0.4
million, respectively, remained due and payable to our affiliates for employee reimbursement expenditures.
Acquisition
Fees
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). We did not incur any acquisition fees during the
three and nine months ended September 30, 2022 and 2021, since all investments acquired during these periods were, or will be, subject
to payment of development fees.
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 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.
During
the three and nine months ended September 30, 2022, we obtained insurance coverage and paid premiums in the aggregate amount of zero
and $4.6 million, respectively, from which Belpointe Specialty Insurance earned commissions of zero and $0.4 million, respectively. During
the three and nine months ended September 30, 2022, Belpointe Specialty Insurance earned administration fees of zero and less than $0.1
million, respectively. Insurance premiums are prepaid and are included in Other assets on the unaudited consolidated balance sheets.
With respect to our properties under development, for the three and nine months ended September 30, 2022, $0.5 million and $1.1 million,
respectively, were amortized into Real estate under construction on the unaudited consolidated balance sheet. As it pertains to our operating
properties, for the three and nine months ended September 30, 2022, $0.1 million and $0.3 million, respectively, were amortized into
Property expenses on the unaudited consolidated statements of operations.
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 the Company, including asset management services, asset acquisition and disposition services, supervision of our
Primary Offering and any other offerings we 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 these companies are unable to provide us with the services we have engaged
them to provide, we would be required to find alternative service providers.
Note
4 – Real Estate, Net
Acquisitions
of Real Estate During 2022
On
January 7, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we completed the acquisition of a 1.1-acre site,
located in Mansfield, Connecticut, for a purchase price of $0.3 million, inclusive of transaction costs of less than $0.1 million. Upon
closing, the building was leased to the seller for a term of 12 months. This acquisition was deemed to be an asset acquisition and all
direct transaction costs were capitalized. The purchase price was allocated to land and building of $0.1 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 9, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we completed the acquisition of a 0.265-acre
site, located in Sarasota, Florida, for a purchase price of $1.5
million, inclusive of transaction costs of $0.1
million. This acquisition was deemed to be an asset acquisition and all direct transaction costs were capitalized. The purchase
price was allocated to land, building, and an in-place lease intangible asset of $1.3
million, $0.1
million and less than $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.
On
June 28, 2022, through an indirect wholly-owned subsidiary of our Operating Company, we acquired a 70.2% controlling interest in CMC
Storrs SPV, LLC (“CMC”), a holding company for a 60-acre site located at 497-501 Middle Turnpike, Mansfield, Connecticut
(“497-501 Middle”), for an initial capital contribution of $3.8 million. As part of the transaction, an unaffiliated joint
venture partner (the “CMC JV Partner”) was deemed to have made an initial contribution of $3.1 million (a non-cash financing
activity during the nine months ended September 30, 2022). This acquisition was deemed to be an asset acquisition and all direct 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. As a result of our controlling financial interest, we consolidate
this development project. The purchase price was allocated as follows (amounts in thousands):
Schedule of Real Estate Properties
| |
As of June 28, 2022 | |
Assets | |
| | |
Real estate | |
| | |
Intangible assets | |
$ | 424 | |
Real estate under construction | |
| 4,633 | |
Total real estate | |
| 5,057 | |
Accumulated depreciation and amortization | |
| — | |
Real estate, net | |
| 5,057 | |
Cash and cash equivalents | |
| 87 | |
Other assets (1) | |
| 2,105 | |
Total assets | |
$ | 7,249 | |
| |
| | |
Liabilities | |
| | |
Accounts payable | |
$ | 363 | |
Accrued expenses and other liabilities | |
| 16 | |
Total liabilities | |
$ | 379 | |
| |
| | |
Amounts attributable to noncontrolling interests (2) | |
$ | 3,100 | |
| |
| | |
Total net assets | |
$ | 3,770 | |
(1) | Includes
restricted cash of $1.4 million. |
(2) | Represents
a non-cash financing activity during the nine months ended September 30, 2022. |
Depreciation
expense was $0.2 million and less than $0.1 million for the three months ended September 30, 2022 and 2021, respectively, and $0.5 million
and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in Depreciation and amortization
expense on the unaudited consolidated statements of operations.
Real
Estate Under Construction
The
following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands):
Schedule of Real Estate Under Construction
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
(unaudited) | | |
| |
Beginning balance | |
$ | 76,882 | | |
$ | 15,101 | |
Capitalized costs (1) (2) (3) | |
| 29,123 | | |
| 8,991 | |
Land held for development (1) (4) | |
| 5,241 | | |
| 48,085 | |
Acquisition of construction in progress (1) | |
| — | | |
| 4,662 | |
Capitalized interest | |
| 151 | | |
| 43 | |
| |
$ | 111,397 | | |
$ | 76,882 | |
(1) | Includes
non-cash investing activity of $9.8 million (inclusive of land contributed by the CMC JV
Partner) and $1.6 million for the nine months ended September 30, 2022 and the year ended
December 31, 2021, respectively. |
(2) | Includes
development fees and employee reimbursement expenditures of $3.6 million and $2.7 million
for the nine months ended September 30, 2022 and the year ended December 31, 2021, respectively. |
(3) | Includes
direct and indirect project costs to the construction and development of real estate projects,
including but not limited to loan fees, property taxes and insurance, incurred of $1.6 million
and $0.5 million for the nine months ended September 30, 2022 and the year ended December
31, 2021, respectively. |
(4) | Includes
ground lease payments and straight-line rent adjustments incurred of $0.6 million and less
than $0.1 million for the nine months ended September 30, 2022 and the year ended December
31, 2021, respectively. |
Note
5 – Intangible Assets and Liabilities
Intangible
assets and liabilities are summarized as follows (amounts in thousands):
Schedule
of Intangible Assets and Liabilities
| |
September 30, 2022 | | |
December 31, 2021 | |
| |
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 | |
$ | 3,194 | | |
$ | (584 | ) | |
$ | 2,610 | | |
$ | 2,941 | | |
$ | (383 | ) | |
$ | 2,558 | |
Indefinite-Lived Intangible Assets | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Development rights | |
| 5,659 | | |
| — | | |
| 5,659 | | |
| 5,659 | | |
| — | | |
| 5,659 | |
Ground lease purchase option | |
| 1,072 | | |
| — | | |
| 1,072 | | |
| 1,072 | | |
| — | | |
| 1,072 | |
Total intangible assets | |
$ | 9,925 | | |
$ | (584 | ) | |
$ | 9,341 | | |
$ | 9,672 | | |
$ | (383 | ) | |
$ | 9,289 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Finite-Lived Intangible Liabilities | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Below-market leases | |
$ | (2,159 | ) | |
$ | 328 | | |
$ | (1,831 | ) | |
$ | (2,159 | ) | |
$ | 159 | | |
$ | (2,000 | ) |
Total intangible liabilities | |
$ | (2,159 | ) | |
$ | 328 | | |
$ | (1,831 | ) | |
$ | (2,159 | ) | |
$ | 159 | | |
$ | (2,000 | ) |
In-place
lease intangible assets recorded for 2022 acquisitions, noted above, are included in Intangible assets on the unaudited consolidated
balance sheet and are being amortized over a weighted average lease term of approximately 10.9 years. In-place lease, development right
and ground lease purchase option intangible assets, noted above, are included in Intangible assets on the consolidated balance sheets.
Below-market lease liabilities, noted above, are included in Below-market rent liabilities, net on the consolidated balance sheets.
Amortization
of in-place lease intangible assets was $0.2 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively,
and $0.4 million and $0.2 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in Depreciation
and amortization expense on the unaudited consolidated statements of operations.
Amortization
of below-market lease liability was $0.1 million and less than $0.1 million for the three months ended September 30, 2022 and 2021, respectively,
and $0.2 million and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in Rental revenue
on the unaudited consolidated statements of operations.
Note
6 – Loans Receivable
On
January 3, 2022, through an indirect wholly owned subsidiary, we provided a commercial mortgage loan in the principal amount of $30.0
million to Norpointe, an affiliate of our Chief Executive Officer. The Norpointe Loan was evidenced by a promissory note bearing interest
at an annual rate of 5.0%, was due and payable on December 31, 2022, and was secured by a first mortgage lien on the Norpointe Property.
On June 28, 2022, the Norpointe Loan was repaid in full. See “Note 3 – Related Party Arrangements” for additional details
regarding our transactions with Norpointe.
On
February 23, 2022, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $5.0
million (the “Visco Loan”) to Visco Propco, LLC (“Visco”). Visco is the owner of certain real property located
at 801 Visco Drive, Nashville, Tennessee 37210 (the “Visco Property”). The Visco Loan is evidenced by a promissory note bearing
interest at an annual rate of 6.0%, due and payable on February 18, 2023, and is secured by a first lien deed of trust on the Visco Property.
On
September 30, 2021, through an indirect wholly-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $3.5
million (the “CMC Loan”) to CMC. The CMC Loan was evidenced by a secured promissory note bearing interest at an annual rate
of 12.0%, and was due and payable at maturity on June 27, 2022. On June 28, 2022, the CMC Loan including accrued interest of $0.3 million
was repaid in full.
On
June 28, 2022, through an indirect majority-owned subsidiary, we provided a commercial mortgage loan in the principal amount of $30.0
million to Norpointe, an affiliate of our Chief Executive Officer. The QOZB Loan is evidenced by a promissory note bearing interest at
an annual rate of 5.0%, due and payable on June 28, 2023, and is secured by a first mortgage lien on the Norpointe Property. See “Note
3 – Related Party Arrangements” for additional details regarding our transactions with Norpointe.
Interest
income from the loans receivable was $0.4 million and $0.1 million for the three months ended September 30, 2022 and 2021, respectively,
and $1.5 million and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively, and is included in Interest income
in our unaudited consolidated statements of operations.
Note
7 – Debt, Net
Debt,
net consisted of one non-recourse mortgage loan held with an unrelated third party (the “Acquisition Loan”), which was guaranteed
by our Chief Executive Officer. The Acquisition Loan, including outstanding interest of less than $0.1 million, was repaid in full on
April 22, 2022.
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.
The
carrying value of our loans receivable totaled $34.9 million and $3.5 million as of September 30, 2022 and December 31, 2021, respectively,
and had estimated fair values of $34.7 million and $3.5 million as of September 30, 2022 and December 31, 2021, respectively. We determined
the estimated fair value of our loans receivable using a discounted cash flow model taking into account the investments liquidity, the
strength of the loan collateral, quality of the credit profile of the obligor, term to maturity and the likelihood of a liquidity event,
among other factors. These fair value measurements fall within Level 3 of the fair value hierarchy.
We
estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of September 30,
2022 and December 31, 2021.
Note
9 – 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, 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 unlimited number of Class A units, 100,000
Class B units and one Class M unit.
During
the three and nine months ended September 30, 2022, we issued 41,000 Class A units and 72,300 Class A units, respectively. During the
three and nine months ended September 30, 2021, we issued 795,008 Class A units, 100,000 Class B units, and one Class M unit, respectively.
As of September 30, 2022, there were 3,454,449 Class A units, 100,000 Class B units and one Class M unit issued and outstanding. As of
December 31, 2021, there were 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. All
of these funds were received during January 2022.
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.
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 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. 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 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 related 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 the holders of our Class B units. In addition, our Manager, or any other
holder of our Class B units, will continue to hold the Class B units even if our Manager 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 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.
Subscriptions
Receivable
Subscriptions
receivable consist of units that have been issued with subscriptions that have not yet settled. As of September 30, 2022
and December 31, 2021, there was zero
and $20.3
million, respectively, in subscriptions that had not yet settled. Subscriptions receivable are carried at cost, which approximates
fair value.
Basic
and Diluted Loss Per Class A Unit (Unaudited)
For
the three and nine months ended September 30, 2022, the basic and diluted weighted-average units outstanding were 3,430,090 and 3,400,201,
respectively. For the three and nine months September 30, 2022, net loss attributable to Class A units was $1.0 million and $4.9 million,
and the loss per basic and diluted unit was $0.30 and $1.45, respectively.
For
the three and nine months ended September 30, 2021, the basic and diluted weighted-average units outstanding were 138,362 and 46,694,
respectively. For the three and nine months September 30, 2021, net income (loss) attributable to Class A units was $0.1 million and
$(0.1) million, and the income (loss) per basic and diluted unit was $0.37 and $(3.06), respectively.
Note
10 – Commitments and Contingencies
As
of September 30, 2022, we are not subject to any material litigation nor are we aware of any material litigation threatened against us.
During
the nine months ended September 30, 2022, we entered into a construction management agreement in connection with the redevelopment of
one of our commercial real estate properties. As of September 30, 2022, we had an unfunded capital commitment of $155.3 million (excluding
capitalized interest, development fees and indirect project costs) under the terms of this agreement. We expect to incur this capital
commitment incrementally over the course of the next 21 months. As of September 30, 2022, $4.0 million is outstanding and payable in
connection with this redevelopment.
Note
11 – Subsequent Events
Management
has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the unaudited
consolidated financial statements were available for issuance require potential adjustment to or disclosure in the unaudited consolidated
financial statements and has concluded that all such events or transactions that would require recognition or disclosure have been recognized
or disclosed.