Belpointe PREP (OZ) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 05, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40911
Entity Registrant Name	Belpointe PREP, LLC
Entity Central Index Key	0001807046
Entity Tax Identification Number	84-4412083
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	255 Glenville Road
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06831
City Area Code	(203)
Local Phone Number	883-1944
Title of 12(b) Security	Class A units
Trading Symbol	OZ
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,381,094

Consolidated Balance Sheet

Consolidated Balance Sheet - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Real estate
Land	$ 16,028	$ 9,547
Building and improvements	4,256	3,639
Intangible assets	2,441	2,008
Real estate under construction	41,705	15,101
Total Real estate	64,430	30,295
Accumulated depreciation and amortization	(413)	(43)
Real estate, net	64,017	30,252
Cash and cash equivalents	23,879	6,578
Loan Receivable to affiliate	24,773
Loan Receivable to third party	3,462
Other assets	3,797	452
Total assets	119,928	37,282
Liabilities
Short-term loans from affiliate		35,000
Due to affiliates	536	492
Accounts payable, accrued expenses and other liabilities	3,384	1,892
Total liabilities	3,920	37,384
Members’ Capital (Deficit)
Total members’ capital (deficit) excluding noncontrolling interest	73,769	(102)
Noncontrolling interest	42,239
Total members’ capital (deficit)	116,008	(102)
Total liabilities and members’ capital (deficit)	119,928	37,282
Common Class A [Member]
Members’ Capital (Deficit)
Common Stock Value	73,769	(102)
Common Class B [Member]
Members’ Capital (Deficit)
Common Stock Value
Class M Units [Member]
Members’ Capital (Deficit)
Common Stock Value

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical) - shares		9 Months Ended	12 Months Ended
		Sep. 30, 2021	Dec. 31, 2020
Common stock, outsanding	[1]	757,098
Common Class A [Member]
Common stock authorized unlimited		Unlimited	Unlimited
Common stock, issued		795,108	100
Common stock, outsanding		795,108	100
Common Class B [Member]
Common stock, issued		100,000	0
Common stock, outsanding		100,000	0
Common stock authorized		100,000,000	100,000,000
Class M Units [Member]
Common stock, issued		1	0
Common stock, outsanding		1	0
Common stock authorized		1	1
[1]	Represents Belpointe REIT’s outstanding Common Stock exchanged as of September 30, 2021.

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Revenue
Rental and other rental income	$ 278			$ 679
Total revenue	278			679
Expenses
Property expenses	148			315
General and administrative	176			365
Depreciation and amortization expense	163			370
Total expenses	487			1,050
Other income
Gain on redemption of equity investment	251			251
Other income	91			52
Total other income	342			303
Net income (loss)	133			(68)
Net income attributable to noncontrolling interest	(82)			(75)
Net income (loss) attributable to Belpointe PREP, LLC	$ 51			$ (143)
Income (Loss) per Class A unit (basic and diluted)
Net income (loss) per unit	$ 0.37			$ (3.06)
Weighted-average units outstanding	138,362	100	100	46,694

Consolidated Statements of Chan

Consolidated Statements of Changes in Members' Capital (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Common Class A [Member]	Common Class B [Member]	Common Class M [Member]	Total Members Deficit Excluding Noncontrolling [Member]	Noncontrolling Interest [Member]
Balance at Jan. 23, 2020
Beginning balance, shares at Jan. 23, 2020
Issuance of units	10	$ 10			10
Issuance of Units, shares		100
Net loss
Balance at Mar. 31, 2020	10	$ 10			10
Ending balance, shares at Mar. 31, 2020		100
Balance at Jan. 23, 2020
Beginning balance, shares at Jan. 23, 2020
Net loss
Balance at Sep. 30, 2020	10	$ 10			10
Ending balance, shares at Sep. 30, 2020		100
Balance at Mar. 31, 2020	10	$ 10			10
Beginning balance, shares at Mar. 31, 2020		100
Net loss
Balance at Jun. 30, 2020	10	$ 10			10
Ending balance, shares at Jun. 30, 2020		100
Net loss
Balance at Sep. 30, 2020	10	$ 10			10
Ending balance, shares at Sep. 30, 2020		100
Balance at Dec. 31, 2020	(102)	$ (102)			(102)
Beginning balance, shares at Dec. 31, 2020		100
Contribution from noncontrolling interest	200					200
Net loss	(135)	(128)			(128)	(7)
Balance at Mar. 31, 2021	(37)	$ (230)			(230)	193
Ending balance, shares at Mar. 31, 2021		100
Balance at Dec. 31, 2020	(102)	$ (102)			(102)
Beginning balance, shares at Dec. 31, 2020		100
Net loss	(68)
Balance at Sep. 30, 2021	116,008	$ 73,769			73,769	42,239
Ending balance, shares at Sep. 30, 2021		795,108	100,000	1
Balance at Mar. 31, 2021	(37)	$ (230)			(230)	193
Beginning balance, shares at Mar. 31, 2021		100
Net loss	(66)	$ (66)			(66)
Balance at Jun. 30, 2021	(103)	$ (296)			(296)	193
Ending balance, shares at Jun. 30, 2021		100
Exchange of Belpointe REIT, Inc. shares to Belpointe PREP, LLC Class A Units	115,978	$ 74,014			74,014	41,964
Exchange of Belpointe REIT, Inc. shares to Belpointe PREP, LLC Class A units, shares		795,008
Issuance of units
Issuance of Units, shares			100,000	1
Net loss	133	51			51	82
Balance at Sep. 30, 2021	$ 116,008	$ 73,769			$ 73,769	$ 42,239
Ending balance, shares at Sep. 30, 2021		795,108	100,000	1

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	8 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash flows from operating activities
Net loss		$ (143)
Adjustments to net loss
Depreciation and amortization		370
Amortization of rent-related intangibles and deferred rental revenue		(76)
Gain on redemption of equity investment		(251)
Decrease in due to affiliates		(103)
Increase in other assets		3
Increase in accounts payable, accrued expenses and other liabilities		213
Net cash provided by operating activities		13
Cash flows from investing activities
Acquisitions of real estate		(27,749)
Cash acquired from Belpointe REIT, Inc.		14,251
Development of real estate		(4,741)
Funding of Loan receivable		(3,462)
Other investing activity		(11)
Net cash used in investing activities		(21,712)
Cash flows from financing activities
Short-term loan from affiliate		39,000
Proceeds from units issued	10
Net cash provided by financing activities	10	39,000
Change in cash and cash equivalents during the period
Net increase in cash and cash equivalents	10	17,301
Cash and cash equivalents, beginning of period		6,578
Cash and cash equivalents, end of period	10	23,879
Cash paid during the period for interest, net of amount capitalized

Organization and Business Purpo

Organization and Business Purpose	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Purpose	Note 1 – 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 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.

Exchange Offer

Exchange Offer	9 Months Ended
	Sep. 30, 2021
Exchange Offer
Exchange Offer	Note 2 – Exchange Offer 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, as amended (File No. 333-255427), with the SEC (the “Form S-4”). 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 (the “Exchange Offer”) 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). 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 As of September 30, 2021, the Company had a controlling financial interest in Belpointe REIT, and therefore consolidated Belpointe REIT and its subsidiaries. We accounted for the Offer as an asset reorganization of entities under common control due to the fact that BREIT Merger holds a majority of the voting ownership interest of Belpointe REIT, and the majority of the entity’s shares are voted in concert. Accordingly, we accounted for the Offer at carrying value prospectively from September 14, 2021. As of September 30, 2021, the Company did not own 100 % of the equity interests in Belpointe REIT and therefore recorded a noncontrolling interest for the Belpointe REIT shares that were not tendered in the Offer. The following table summarizes the components of the Common Stock exchanged as of September 30, 2021: Schedule of components of the common stock exchange Belpointe REIT Common Stock tendered (1) 757,098 Exchange ratio 1.05 Belpointe PREP Class A Units issued 794,953 Additional Belpointe PREP Class A Units issued in lieu of fractional Class A Units (2) 55 Total Belpointe PREP Class A Units issued upon Exchange Offer 795,008 Belpointe PREP Class A unit price (3) $ 100.00 Total Class A units issued as of Exchange Date $ 79,501,000 (1) Represents Belpointe REIT’s outstanding Common Stock exchanged as of September 30, 2021. (2) All fractional Class A Units issued in the Offer were rounded up to the nearest whole unit. (3) Belpointe PREP Class A Unit price on September 30, 2021. 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 (1) Assets Real estate under construction (2) $ 4 Cash and cash equivalents 14,251 Loan Receivable to affiliate (2) 24,773 Investment in real estate (2) 3,207 Other assets (2) 7 Total assets $ 42,242 Liabilities Due to affiliates (2) $ 256 Accounts payable, accrued expenses and other liabilities (2) 22 Total liabilities 278 Total net assets $ 41,964 (1) The Secured Notes, as defined in “Note 5 – Related Party Arrangements,” and respective accrued interest were eliminated upon the Exchange Date. (2) Represents non-cash investing activity during the nine months ended September 30, 2021.

Capitalization

Capitalization	9 Months Ended
	Sep. 30, 2021
Regulated Operations [Abstract]
Capitalization	Note 3 – Capitalization We were capitalized with a $ 10,000 investment by our Sponsor and its affiliate. We are offering the Class A Units in our Primary Offering 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 dealer-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 initial Primary Offering price at $ 100

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 4 – 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 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. Interim results are not necessarily indicative of operating results for any other interim period or for the entire year. Our interim unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2020. The unaudited consolidated financial statements as of September 30, 2021, and for the three and nine months ended September 30, 2021 and the period beginning January 24, 2020 (formation) to September 30, 2020 , and certain related notes thereto, are unaudited, have not been reviewed, and may not include year-end adjustments necessary to make those unaudited consolidated financial statements comparable to audited results. 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 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. As of September 30, 2021 and December 31, 2020, we considered three entities and one entity, respectively, to be VIEs, which are consolidated as we are considered the primary beneficiary. The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively ( amounts in thousands Schedule of variable interest entities September 30, 2021 December 31, 2020 (unaudited) Assets Real estate under construction $ 39,688 $ 14,895 Cash and cash equivalents 106 506 Other assets 2 1 Total assets $ 39,796 $ 15,402 Liabilities Due to affiliates 140 357 Accounts payable, accrued expenses and other liabilities 1,022 55 Total liabilities $ 1,162 $ 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 reconsideration events that require us to reconsider our determination of whether an entity is a VIE and whether it should be consolidated. 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. 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 unaudited consolidated financial statements may not be comparable to the unaudited 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. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02, Leases Leases Leases statements. 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 .

Related Party Arrangements

Related Party Arrangements	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Related Party Arrangements	Note 5 – Related Party Arrangements On October 28, 2020, Belpointe REIT lent the Company $ 35,000,000 pursuant to the terms of a secured promissory note (the “First Secured Note”). On February 16, 2021, Belpointe REIT lent the Company an additional $ 24,000,000 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 $ 15,000,000 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 bear interest at a rate of 0.14 %, are due and payable on the Maturity Date and are secured by all of the assets of the Company. The Company has and will continue to use the proceeds from the Secured Notes to make certain qualified opportunity zone investments, as discussed below in “Note 6 – Real Estate, Net.” As a result of the Exchange Offer consummated on September 14, 2021, discussed in “Note 2 – Exchange Offer”, all intercompany balances between the Company and Belpointe REIT have been eliminated as of September 30, 2021. Effective September 14, 2021, Belpointe REIT lent $ 24,773,000 99.99 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 paid and expenses reimbursed to the Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements ( amounts in thousands Schedule of Debt and Reimbursement Three Months Ended Three Months Ended Nine Months Ended January 24, 2020 (Formation) to (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Costs incurred by the Manager and its affiliates (1) $ 116 $ — $ 315 $ — Asset Management Fees 40 — 40 — $ 156 $ — $ 355 $ — Other capitalized costs Development fee and reimbursements (1) $ 137 $ — $ 1,719 $ — (1) Includes wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor. The following table presents a summary of amounts included in Due to affiliates in the unaudited consolidated financial statements ( amounts in thousands Schedule of Due to Related Party September 30, 2021 December 31, 2020 (unaudited) Amounts due to affiliates Secured Notes, including accrued interest, to Belpointe REIT (1) $ — $ 35,009 Development fees (2) — 357 Employee cost sharing and reimbursements (2) 313 126 Asset Management fees 223 — $ 536 $ 35,492 (1) Secured Notes were eliminated as of September 30, 2021 as a result of the Company obtaining a controlling financial interest in Belpointe REIT (see “Note 2 – Exchange Offer”). (2) Includes wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor. 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 Offer, QOZB Sale, Conversion and Merger (collectively, the “Transaction”), which Transaction is described in greater detail in “Note 2 – Exchange Offer.” As of September 30, 2021 and December 31, 2020, the Manager and its affiliates, including our Sponsor, have incurred organization and Primary Offering expenses of approximately $ 636,000 199,000 187,000 104,000 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, Manager and Sponsor, 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 September 30, 2021 and December 31, 2020, the Manager and its affiliates, including our Sponsor, have incurred operating expenses of approximately $ 457,000 31,000 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 Fees Subject to the oversight of our board of directors (our “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, 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 arears of one-fourth of 0.75 Property Management Oversight Fees 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 Development Fees 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 October 30, 2020, BPOZ 1000 First, LLC, a Delaware limited liability company, and indirect majority-owned subsidiary of our Operating Company, completed the acquisition of several parcels, comprising 1.6 -acres of land, located in St. Petersburg, Florida (“902-1020 First”). In connection with our acquisitions of 902-1020 First and 900 8th Avenue South (as defined in “Note 6 – 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 September 30, 2021 and December 31, 2020. During the three months ended September 30, 2021, we incurred employee reimbursement expenditures to the development managers of approximately $ 152,000 , of which approximately $ 117,000 is included in Real estate under construction in our unaudited consolidated balance sheet and approximately $ 35,000 is included in General and administrative expenses in our unaudited consolidated statement of operations. During the nine months ended September 30, 2021, we incurred employee reimbursement expenditures to the development managers of approximately $ 292,000 , of which approximately $ 215,000 is included in Real estate under construction in our unaudited consolidated balance sheet and approximately $ 77,000 is included in General and administrative expenses in our unaudited consolidated statement of operations. As of September 30, 2021 and December 31, 2020, zero and approximately $ 330,000 , respectively, remained due and payable to our affiliates for the upfront development fees related to 902-1020 First, and approximately $ 134,000 and $ 27,000 , respectively, remained due and payable to our affiliates for employee reimbursement expenditures related to 902-1020 First and 900 8th Avenue South, combined, as described in greater detail in “Note 6 – “Real Estate, Net.” Acquisition Fees We will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5 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 the Company’s 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, the Company is 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, the Company would be required to find alternative providers of these services.

Real Estate, Net

Real Estate, Net	9 Months Ended
	Sep. 30, 2021
Real Estate [Abstract]
Real Estate, Net	Note 6 – Real Estate, Net Real estate, net consists of the following ( amounts in thousands Schedule of Real Estate Properties September 30, 2021 December 31, 2020 (Unaudited) Land $ 16,028 $ 9,547 Building and improvements 4,256 3,639 Intangible assets 2,441 2,008 Real estate under construction 41,705 15,101 Total Real estate 64,430 30,295 Accumulated depreciation and amortization (413 ) (43 ) Real estate, net $ 64,017 $ 30,252 Depreciation expense for the three and nine months ended September 30, 2021 was approximately $ 47,000 and $ 134,000 , respectively, and is included in Depreciation and amortization expense on the unaudited consolidated statements of operations. There was no depreciation expense for the period beginning January 24, 2020 (formation) to September 30, 2020. Acquisitions of Real Estate 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 $ 400,000 to 900 Eighth in exchange for the JV Partner’s deemed initial capital contribution of $ 200,000 (a non-cash investing activity during the nine months ended September 30, 2021) and a promissory note (the “Promissory Note”) from 900 Eighth in the amount of $ 200,000 . The Promissory Note, which is included in Accounts payable, accrued expenses and other liabilities, earns interest at an annual rate of 1 900 Eighth completed the acquisition of 900 8th Avenue South on May 28, 2021 for a total cost of approximately $ 19,696,000 , inclusive of transaction costs of approximately $ 108,000 . 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 Secured Notes. On March 12, 2021, BPOZ 900 First, LLC, a Delaware limited liability company, and indirect majority-owned subsidiary of our Operating Company, completed the acquisition of an additional parcel, located in St. Petersburg, Florida, for a total cost of approximately $ 2,454,000 , inclusive of transaction costs of approximately $ 54,000 . 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 approximately $ 1,776,000 , $ 585,000 , $ 243,000 and $ 204,000 , 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, BPOZ 1900 Fruitville, LLC, a Delaware limited liability company, and indirect majority-owned subsidiary of our Operating Company, completed the acquisition of a 1.205 -acre site, consisting of a retail building and parking lot located in Sarasota, Florida, for a total cost of approximately $ 4,706,000 , inclusive of transaction costs of approximately $ 56,000 . 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 approximately $ 4,460,000 and $ 190,000 , respectively. All related assets, including identifiable intangibles, were recorded at their relative fair values based on the purchase price and acquisition costs incurred. On June 28, 2021, Belpointe PREP Acquisitions, LLC, a Connecticut limited liability company (“PREP Acquisitions”), and our wholly owned subsidiary, entered into a purchase and sale agreement for the acquisition of an additional parcel located at 901-909 Central Avenue North in St. Petersburg, Florida (“901-909 Central”), for a purchase price of approximately $ 2,500,000 100,000 On July 13, 2021, PREP Acquisitions entered into an Agreement for Purchase and Sale of Real Property, as amended by First Amendment to Agreement for Purchase and Sale of Real Property, dated August 11, 2021, and Second Amendment to Agreement for Purchase and Sale of Real Property, dated August 31, 2021, for the acquisition of an approximately 8-acre site located in Nashville, Tennessee (“Nashville No.2”), for a purchase price of approximately $ 20,825,000 , exclusive of transaction costs. Nashville No.2 will be redeveloped into a 412-apartment home community. 1,100,000 with proceeds from the Secured Notes. We completed the acquisition of this property on October 29, 2021, which is discussed in greater detail below in “Note 11 – Subsequent Events.” On July 15, 2021, BPOZ Storrs Road, LLC, a Connecticut limited liability company and our indirect majority-owned subsidiary, completed the acquisition of a 9 135,000 In-place lease intangible assets recorded at acquisition, noted above, are included in Intangible assets on the consolidated balance sheets. The below-market lease liability recorded at acquisition, noted above, is included in Accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. As of September 30, 2021, the weighted average remaining lease term was 8 years . During the three and nine months ended September 30, 2021, the amortization of in-place lease intangible assets was approximately $ 115,000 and $ 236,000 , respectively, and is included in Depreciation and amortization expense on the unaudited consolidated statements of operations. There was no amortization of in-place lease intangible assets for the period beginning January 24, 2020 (formation) to September 30, 2020. During the three and nine months ended September 30, 2021, the amortization of below-market lease liability was approximately $ 40,000 and $ 103,000 , respectively, and is included in Rental and other rental income on the unaudited consolidated statements of operations. There was no amortization of below-market lease liability for the period beginning January 24, 2020 (formation) to September 30, 2020. 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 September 30, 2021 December 31, 2020 (unaudited) Beginning balance $ 15,101 $ — Land held for development 21,200 12,060 Capitalized funds (1), (2) (3) 5,404 3,041 Ending balance $ 41,705 $ 15,101 (1) Includes direct and indirect project costs incurred of approximately $ 206,000 35,000 (2) Includes development fees and employee reimbursement expenditures of approximately $ 2,473,000 2,611,000 (3) Includes non-cash investing activity of approximately $ 955,000

Loans Receivable

Loans Receivable	9 Months Ended
	Sep. 30, 2021
Receivables [Abstract]
Loans Receivable	Note 7 – Loans Receivable As discussed in greater detail in “Note 5 – Related Party Arrangements,” effective September 14, 2021, Belpointe REIT lent $ 24,773,000 to Belpointe Investment an affiliate of our Sponsor. Interest accrues on the BI Secured Note at a rate of 5% per annum and is due and payable at maturity on September 14, 2022. On September 30, 2021, we lent approximately $ 3,462,000 to CMC Storrs SPV, LLC a Connecticut limited liability company (“CMC”), pursuant to the terms of a promissory note (the “CMC Note”) secured by a Mortgage Deed and Security Agreement. 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 the loans receivable for the three and nine months ended September 30, 2021 was approximately $ 56,000 and is included in Other income in our unaudited consolidated statement of operations.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	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. 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. 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 September 30, 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 September 30, 2021 and December 31, 2020.

Members_ Capital (Deficit)

Members’ Capital (Deficit)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Members’ Capital (Deficit)	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 preferred 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 September 30, 2021, there are 795,108 Class A Units, 100,000 Class B units and one Class M unit issued and outstanding. Class A units Upon payment in full of any consideration payable with respect to the initial issuance of our Class A Units, the holder thereof will not be liable for any additional capital contributions to the Company. Holders of Class A Units are not entitled to preemptive, redemption or conversion rights. 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. 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 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 units 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. Basic and Diluted Income (Loss) Per Class A Unit (Unaudited) Net income (loss) per Class A Unit is computed as follows ( amounts in thousands, except share and per share data Schedule of Basic and Diluted Loss Per Class A Unit Three Months Ended Nine Months Ended January 24, 2020 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Net income (loss) attributable to Class A Units $ 51 $ — $ (143 ) $ — Income (loss) per Class A Unit (basic and diluted) Net income (loss) per Class A Unit $ 0.37 $ — $ (3.06 ) $ — Weighted-average Class A Units outstanding 138,362 100 46,694 100

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 – Commitments and Contingencies As of September 30, 2021, we are not subject to any material litigation nor are we aware of any material litigation threatened against us.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	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. Conversion and Merger On October 1, 2021, pursuant to the conditions in the Merger Agreement, Belpointe REIT converted 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, LLC. 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 in “Note 2 – Exchange Offer.” Pursuant to this transaction, 433,025 454,684 100.00 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. NYSE American Listing On October 18, 2021, our Class A Units were listed for trading on the NYSE American under the symbol “OZ.” Offering On October 7, 2021, we completed the initial closing for the sale of Class A Units in our Primary Offering. From the period of October 1, 2021 through November 5, 2021, we have issued 131,302 Class A Units in our Primary Offering, raising gross offering proceeds of approximately $ 13,130,000 . Real Estate Transactions On October 29, 2021, through certain indirect majority owned subsidiaries of our Operating Company, we completed the acquisition of Nashville No. 2 for a total cost of approximately $ 20,825,000 , exclusive of transaction costs.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	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 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. Interim results are not necessarily indicative of operating results for any other interim period or for the entire year. Our interim unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2020. The unaudited consolidated financial statements as of September 30, 2021, and for the three and nine months ended September 30, 2021 and the period beginning January 24, 2020 (formation) to September 30, 2020 , and certain related notes thereto, are unaudited, have not been reviewed, and may not include year-end adjustments necessary to make those unaudited consolidated financial statements comparable to audited results.
Basis of Consolidation	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 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. As of September 30, 2021 and December 31, 2020, we considered three entities and one entity, respectively, to be VIEs, which are consolidated as we are considered the primary beneficiary. The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of September 30, 2021 and December 31, 2020, respectively ( amounts in thousands Schedule of variable interest entities September 30, 2021 December 31, 2020 (unaudited) Assets Real estate under construction $ 39,688 $ 14,895 Cash and cash equivalents 106 506 Other assets 2 1 Total assets $ 39,796 $ 15,402 Liabilities Due to affiliates 140 357 Accounts payable, accrued expenses and other liabilities 1,022 55 Total liabilities $ 1,162 $ 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 reconsideration events that require us to reconsider our determination of whether an entity is a VIE and whether it should be consolidated. 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.
Emerging Growth Company Status	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 unaudited consolidated financial statements may not be comparable to the unaudited consolidated financial statements of companies that comply with public company effective dates.
Use of Estimates	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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02, Leases Leases Leases statements.
Risks and Uncertainties	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 .

Exchange Offer (Tables)

Exchange Offer (Tables)	9 Months Ended
	Sep. 30, 2021
Exchange Offer
Schedule of components of the common stock exchange	The following table summarizes the components of the Common Stock exchanged as of September 30, 2021: Schedule of components of the common stock exchange Belpointe REIT Common Stock tendered (1) 757,098 Exchange ratio 1.05 Belpointe PREP Class A Units issued 794,953 Additional Belpointe PREP Class A Units issued in lieu of fractional Class A Units (2) 55 Total Belpointe PREP Class A Units issued upon Exchange Offer 795,008 Belpointe PREP Class A unit price (3) $ 100.00 Total Class A units issued as of Exchange Date $ 79,501,000 (1) Represents Belpointe REIT’s outstanding Common Stock exchanged as of September 30, 2021. (2) All fractional Class A Units issued in the Offer were rounded up to the nearest whole unit. (3) Belpointe PREP Class A Unit price on September 30, 2021.
Schedule of carrying value net assets	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 (1) Assets Real estate under construction (2) $ 4 Cash and cash equivalents 14,251 Loan Receivable to affiliate (2) 24,773 Investment in real estate (2) 3,207 Other assets (2) 7 Total assets $ 42,242 Liabilities Due to affiliates (2) $ 256 Accounts payable, accrued expenses and other liabilities (2) 22 Total liabilities 278 Total net assets $ 41,964 (1) The Secured Notes, as defined in “Note 5 – Related Party Arrangements,” and respective accrued interest were eliminated upon the Exchange Date. (2) Represents non-cash investing activity during the nine months ended September 30, 2021.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of variable interest entities	Schedule of variable interest entities September 30, 2021 December 31, 2020 (unaudited) Assets Real estate under construction $ 39,688 $ 14,895 Cash and cash equivalents 106 506 Other assets 2 1 Total assets $ 39,796 $ 15,402 Liabilities Due to affiliates 140 357 Accounts payable, accrued expenses and other liabilities 1,022 55 Total liabilities $ 1,162 $ 412

Related Party Arrangements (Tab

Related Party Arrangements (Tables)	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
Schedule of Debt and Reimbursement	The following table presents a summary of fees paid and expenses reimbursed to the Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements ( amounts in thousands Schedule of Debt and Reimbursement Three Months Ended Three Months Ended Nine Months Ended January 24, 2020 (Formation) to (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Costs incurred by the Manager and its affiliates (1) $ 116 $ — $ 315 $ — Asset Management Fees 40 — 40 — $ 156 $ — $ 355 $ — Other capitalized costs Development fee and reimbursements (1) $ 137 $ — $ 1,719 $ — (1) Includes wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor.
Schedule of Due to Related Party	The following table presents a summary of amounts included in Due to affiliates in the unaudited consolidated financial statements ( amounts in thousands Schedule of Due to Related Party September 30, 2021 December 31, 2020 (unaudited) Amounts due to affiliates Secured Notes, including accrued interest, to Belpointe REIT (1) $ — $ 35,009 Development fees (2) — 357 Employee cost sharing and reimbursements (2) 313 126 Asset Management fees 223 — $ 536 $ 35,492 (1) Secured Notes were eliminated as of September 30, 2021 as a result of the Company obtaining a controlling financial interest in Belpointe REIT (see “Note 2 – Exchange Offer”). (2) Includes wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor.

Real Estate, Net (Tables)

Real Estate, Net (Tables)	9 Months Ended
	Sep. 30, 2021
Real Estate [Abstract]
Schedule of Real Estate Properties	Real estate, net consists of the following ( amounts in thousands Schedule of Real Estate Properties September 30, 2021 December 31, 2020 (Unaudited) Land $ 16,028 $ 9,547 Building and improvements 4,256 3,639 Intangible assets 2,441 2,008 Real estate under construction 41,705 15,101 Total Real estate 64,430 30,295 Accumulated depreciation and amortization (413 ) (43 ) Real estate, net $ 64,017 $ 30,252
Schedule of 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 September 30, 2021 December 31, 2020 (unaudited) Beginning balance $ 15,101 $ — Land held for development 21,200 12,060 Capitalized funds (1), (2) (3) 5,404 3,041 Ending balance $ 41,705 $ 15,101 (1) Includes direct and indirect project costs incurred of approximately $ 206,000 35,000 (2) Includes development fees and employee reimbursement expenditures of approximately $ 2,473,000 2,611,000 (3) Includes non-cash investing activity of approximately $ 955,000

Members_ Capital (Deficit) (Tab

Members’ Capital (Deficit) (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Schedule of Basic and Diluted Loss Per Class A Unit	Net income (loss) per Class A Unit is computed as follows ( amounts in thousands, except share and per share data Schedule of Basic and Diluted Loss Per Class A Unit Three Months Ended Nine Months Ended January 24, 2020 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) Net income (loss) attributable to Class A Units $ 51 $ — $ (143 ) $ — Income (loss) per Class A Unit (basic and diluted) Net income (loss) per Class A Unit $ 0.37 $ — $ (3.06 ) $ — Weighted-average Class A Units outstanding 138,362 100 46,694 100

Schedule of components of the c

Schedule of components of the common stock exchange (Details)	9 Months Ended
	Sep. 30, 2021$ / sharesshares
Exchange Offer
Belpointe REIT common stock outstanding	757,098	[1]
Exchange ratio	1.05
Shares issued	794,953,000
Number of unit issued for fraction	55	[2]
Units issued upon exchange offer	795,008,000
Share price | $ / shares	$ 100	[3]
Shares issued value	79,501,000,000
[1]	Represents Belpointe REIT’s outstanding Common Stock exchanged as of September 30, 2021.
[2]	All fractional Class A Units issued in the Offer were rounded up to the nearest whole unit.
[3]	Belpointe PREP Class A Unit price on September 30, 2021.

Schedule of carrying value net

Schedule of carrying value net assets (Details) - USD ($) $ in Thousands		Sep. 30, 2021	Dec. 31, 2020
Real estate under construction		$ 41,705	$ 15,101
Cash and cash equivalents		23,879	6,578
Loans Receivable to affiliate		24,773
Investment in real estate		64,430	30,295
Other assets		3,797	452
Total assets		119,928	37,282
Due to affiliates		536	492
Accounts payable, accrued expenses and other liabilities		3,384	1,892
Total liabilities		3,920	$ 37,384
Belpointe R E I T [Member]
Real estate under construction	[1]	4
Cash and cash equivalents	[1]	14,251
Loans Receivable to affiliate	[1]	24,773
Investment in real estate	[1]	3,207
Other assets	[1]	7
Total assets	[1]	42,242
Due to affiliates	[1]	256
Accounts payable, accrued expenses and other liabilities	[1]	22
Total liabilities	[1]	278
Net Total assets	[1]	$ 41,964
[1]	The Secured Notes, as defined in “Note 5 – Related Party Arrangements,” and respective accrued interest were eliminated upon the Exchange Date.

Exchange Offer (Details Narrati

Exchange Offer (Details Narrative) - $ / shares		Apr. 21, 2021	Sep. 30, 2021	Dec. 31, 2020
Common Stock, Shares, Outstanding	[1]		757,098
Belpointe R E I T [Member]
Equity ownership percentage			100.00%
Merger Agreement [Member]
Common Stock, Shares, Outstanding		757,098
Percentage of outstanding common stock		63.62%
Common Class A [Member]
Common stock, par value		$ 1.05
Common Stock, Shares, Outstanding			795,108	100
Common Stock [Member]
Common stock, par value		$ 0.01
Primary Offering [Member] | Common Class A [Member]
Number of shares offering			750,000,000
[1]	Represents Belpointe REIT’s outstanding Common Stock exchanged as of September 30, 2021.

Capitalization (Details Narrati

Capitalization (Details Narrative)	Sep. 30, 2021USD ($)$ / shares
Schedule of Capitalization, Equity [Line Items]
Investment | $	$ 10,000
Common Class A [Member]
Schedule of Capitalization, Equity [Line Items]
Shares issued, price per share | $ / shares	$ 100

Schedule of variable interest e

Schedule of variable interest entities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Cash and cash equivalents	$ 23,879	$ 6,578
Other assets	3,797	452
Total assets	119,928	37,282
Due to affiliates	536	492
Accounts payable, accrued expenses and other liabilities	3,384	1,892
Total liabilities	3,920	37,384
Variable Interest Entity, Primary Beneficiary [Member]
Real estate under construction	39,688	14,895
Cash and cash equivalents	106	506
Other assets	2	1
Total assets	39,796	15,402
Due to affiliates	140	357
Accounts payable, accrued expenses and other liabilities	1,022	55
Total liabilities	$ 1,162	$ 412

Schedule of Debt and Reimbursem

Schedule of Debt and Reimbursement (Details) - USD ($) $ in Thousands		3 Months Ended		8 Months Ended	9 Months Ended
		Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Costs incurred by the Manager and its affiliates		$ 156			$ 355
Asset Management Fees		40			40
Development Fee and Reimbursement	[1]	137			1,719
Manager And Affliates [Member]
Costs incurred by the Manager and its affiliates	[1]	$ 116			$ 315
[1]	Includes wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor.

Schedule of Due to Related Part

Schedule of Due to Related Party (Details) - USD ($) $ in Thousands		Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Due to Affiliate		$ 536	$ 492
Due to Affiliate, Current		536	35,492
Secured Note [Member] | Belpointe R E I T [Member]
Related Party Transaction [Line Items]
Due to Affiliate	[1]		35,009
Development Fee [Member]
Related Party Transaction [Line Items]
Due to Affiliate	[2]		357
Employee cost sharing and reimbursements [Member]
Related Party Transaction [Line Items]
Due to Affiliate	[2]	313	126
Asset Management Fee [Member]
Related Party Transaction [Line Items]
Due to Affiliate		$ 223
[1]	Secured Notes were eliminated as of September 30, 2021 as a result of the Company obtaining a controlling financial interest in Belpointe REIT (see “Note 2 – Exchange Offer”).
[2]	Includes wage, overhead and other reimbursements to the Manager and its affiliates, including our Sponsor.

Related Party Arrangements (Det

Related Party Arrangements (Details Narrative)	Oct. 30, 2020a	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)	Dec. 31, 2020USD ($)	Sep. 14, 2021USD ($)	May 28, 2021USD ($)	Feb. 16, 2021USD ($)	Oct. 28, 2020USD ($)
Related Party Transaction [Line Items]
Business Acquisition, Transaction Costs		$ 187,000			$ 187,000	$ 104,000
Operating Expenses		487,000			1,050,000
Development fee percentage	4.50%
General and Administrative Expense		176,000			365,000
Due to affiliates		536,000			$ 536,000	492,000
Acquisition fee percentage					1.50%
General and Administrative Expense [Member]
Related Party Transaction [Line Items]
General and Administrative Expense		35,000			$ 77,000
Development Fees [Member]
Related Party Transaction [Line Items]
Due to affiliates		0			0	330,000
Employee Expense [Member]
Related Party Transaction [Line Items]
Due to affiliates		134,000			134,000	27,000
Construction [Member]
Related Party Transaction [Line Items]
Development costs		117,000			215,000
Development Manager [Member]
Related Party Transaction [Line Items]
Reimbursement expense		$ 152,000			$ 292,000
B P O Z 1000 First Llc [Member]
Related Party Transaction [Line Items]
Area of Land | a	1.6
Management Agreement [Member]
Related Party Transaction [Line Items]
Management fee percentage					0.75%
Secured Debt [Member]
Related Party Transaction [Line Items]
Debt interest rate percentage		0.14%			0.14%
Belpointe R E I T [Member] | Secured Promissory Note [Member]
Related Party Transaction [Line Items]
Debt face amount							$ 24,773,000
Equity ownership percentage							99.99%
Belpointe R E I T [Member] | First Secured Debt [Member]
Related Party Transaction [Line Items]
Debt face amount										$ 35,000,000
Belpointe R E I T [Member] | Second Secured Debt [Member]
Related Party Transaction [Line Items]
Debt face amount									$ 24,000,000
Belpointe R E I T [Member] | Third Secured Debt [Member]
Related Party Transaction [Line Items]
Debt face amount								$ 15,000,000
Manager And Affliates [Member]
Related Party Transaction [Line Items]
Operating Expenses					$ 457,000	31,000
Manager And Affliates [Member] | IPO [Member]
Related Party Transaction [Line Items]
Primary offering expenses		$ 636,000			$ 636,000	$ 199,000
Oversight [Member]
Related Party Transaction [Line Items]
Management fee percentage					1.50%

Schedule of Real Estate Propert

Schedule of Real Estate Properties (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Real Estate [Abstract]
Land	$ 16,028	$ 9,547
Building and improvements	4,256	3,639
Intangible assets	2,441	2,008
Real estate under construction	41,705	15,101
Total Real estate	64,430	30,295
Accumulated depreciation and amortization	(413)	(43)
Real estate, net	$ 64,017	$ 30,252

Schedule of Real Estate Under C

Schedule of Real Estate Under Construction (Details) - USD ($) $ in Thousands		Sep. 30, 2021	Dec. 31, 2020
Real Estate [Abstract]
Beginning balance		$ 15,101
Land held for development		21,200	12,060
Capitalized funds	[1],[2],[3]	5,404	3,041
Ending balance		$ 41,705	$ 15,101
[1]	Includes non-cash investing activity of approximately $ 955,000
[2]	Includes development fees and employee reimbursement expenditures of approximately $ 2,473,000 2,611,000
[3]	Includes direct and indirect project costs incurred of approximately $ 206,000 35,000

Schedule of Real Estate Under_2

Schedule of Real Estate Under Construction (Details) (Parenthetical) - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Real Estate [Abstract]
Direct and indirect project costs	$ 35,000	$ 206,000
Development fees and employee reimbursement expenditures	$ 2,611,000	2,473,000
Non cash investing amount		$ 955,000

Real Estate, Net (Details Narra

Real Estate, Net (Details Narrative)

Jul. 16, 2021USD ($)

Jul. 15, 2021USD ($)a

Jul. 13, 2021USD ($)

Jul. 02, 2021USD ($)

Jun. 28, 2021USD ($)

May 28, 2021USD ($)

May 07, 2021USD ($)a

Mar. 12, 2021USD ($)

Feb. 24, 2021USD ($)a

Sep. 30, 2021USD ($)

Sep. 30, 2020USD ($)

Sep. 30, 2020USD ($)

Sep. 30, 2021USD ($)

Amortization expense

$ 163,000

$ 370,000

Lease term

8 years

8 years

Amortization of Below Market Lease

$ 40,000

$ 0

$ 103,000

In Place Lease Intangible Assets [Member]

Amortization expense

115,000

236,000

JV Partner [Member]

Initial capital contribution

$ 200,000

BPOZ 900 Eighth QOZB, LLC [Member]

Payment For Property Deposit To Acquire Real Estate

$ 400,000

Debt interest rate percentage

1.00%

BPOZ 900 Eighth QOZB, LLC [Member] | Promissory Note [Member]

Notes Payable

$ 200,000

BPOZ 900 Eighth QOZB, LLC [Member] | Nashville Tennessee 900 Eighth Avenue South Nashville [Member]

Area of property | a

3.17

Assets acquisition cost

$ 19,696,000

BPOZ 900 Eighth QOZB, LLC [Member] | Nashville, Tennessee 900 8th Avenue South [Member]

Transaction cost

$ 108,000

BPOZ 900 First, LLC [Member]

Assets acquisition cost

$ 2,454,000

Transaction cost

54,000

BPOZ 900 First, LLC [Member] | Below Market Lease Liability [Member]

Assets acquisition cost

204,000

BPOZ 900 First, LLC [Member] | Intangible Assets [Member]

Assets acquisition cost

243,000

BPOZ 900 First, LLC [Member] | Land [Member]

Assets acquisition cost

1,776,000

BPOZ 900 First, LLC [Member] | Building [Member]

Assets acquisition cost

$ 585,000

BPOZ 1900 Fruitville, LLC [Member]

Area of property | a

1.205

Assets acquisition cost

$ 4,706,000

Transaction cost

56,000

BPOZ 1900 Fruitville, LLC [Member] | Land [Member]

Assets acquisition cost

4,460,000

BPOZ 1900 Fruitville, LLC [Member] | Intangible In Place Lease Assets [Member]

Assets acquisition cost

$ 190,000

Belpointe PREP Acquisitions, LLC [Member]

Payment For Property Deposit To Acquire Real Estate

$ 100,000

Assets acquisition cost

$ 2,500,000

Belpointe PREP Acquisitions, LLC [Member] | Nashville Investment Two [Member]

Payment For Property Deposit To Acquire Real Estate

$ 1,100,000

Assets acquisition cost

$ 20,825,000

BPOZ Storrs Road, LLC [Member]

Area of property | a

9

Assets acquisition cost

$ 135,000

Real Estate [Member]

Amortization expense

$ 47,000

$ 134,000

Loans Receivable (Details Narra

Loans Receivable (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 14, 2021
Defined Benefit Plan Disclosure [Line Items]
Interest income on loans receivables	$ 56,000	$ 56,000
Belpointe R E I T [Member]
Defined Benefit Plan Disclosure [Line Items]
Financing Receivable, before Allowance for Credit Loss			$ 24,773,000
Notes receivable interest rate			5.00%
CMC Storrs SPV, LLC [Member]
Defined Benefit Plan Disclosure [Line Items]
Financing Receivable, before Allowance for Credit Loss	$ 3,462,000	$ 3,462,000
Notes receivable interest rate	12.00%	12.00%

Schedule of Basic and Diluted L

Schedule of Basic and Diluted Loss Per Class A Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Class of Stock [Line Items]
Net income (loss) attributable to Class A Units	$ 51			$ (143)
Net income (loss) per Class A Unit	$ 0.37			$ (3.06)
Weighted-average Class A Units outstanding	138,362	100	100	46,694
Common Class A [Member]
Class of Stock [Line Items]
Net income (loss) attributable to Class A Units	$ 51			$ (143)
Net income (loss) per Class A Unit	$ 0.37			$ (3.06)
Weighted-average Class A Units outstanding	138,362	100	100	46,694

Members_ Capital (Deficit) (Det

Members’ Capital (Deficit) (Details Narrative) - shares		1 Months Ended
		Sep. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Common Stock, Shares, Outstanding	[1]	757,098
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Shares, Issued		795,108	100
Common Stock, Shares, Outstanding		795,108	100
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Shares, Issued		100,000	0
Common Stock, Shares, Outstanding		100,000	0
Dividends rate percentage		5.00%
Class M Units [Member]
Class of Stock [Line Items]
Common Stock, Shares, Issued		1	0
Common Stock, Shares, Outstanding		1	0
[1]	Represents Belpointe REIT’s outstanding Common Stock exchanged as of September 30, 2021.

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Oct. 29, 2021	Oct. 12, 2021	Nov. 05, 2021	Mar. 31, 2020	Sep. 30, 2021
Subsequent Event [Line Items]
Stock Issued During Period, Value, New Issues				$ 10,000
Common Class A [Member]
Subsequent Event [Line Items]
Shares price					$ 100
Subsequent Event [Member]
Subsequent Event [Line Items]
Interest exchanged		$ 433,025
Subsequent Event [Member] | BPOZ 901 Central Acquisition [Member]
Subsequent Event [Line Items]
Assets acquisition cost	$ 20,825,000
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues			131,302
Stock Issued During Period, Value, New Issues			$ 13,130,000
Subsequent Event [Member] | Common Class A [Member]
Subsequent Event [Line Items]
Shares issued upon exchange		454,684
Shares price		$ 100