Related Party Arrangements | Related Party Arrangements Our Relationship with Our Manager and Sponsor Our Manager and its affiliates, including our Sponsor, receive fees or reimbursements in connection with our Public Offerings 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 our relevant agreements with such parties (amounts in thousands): Schedule of Related Party 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 (unaudited) (unaudited) (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Management fees (1) $ 662 $ 648 $ 1,990 $ 1,922 Costs incurred by our Manager and its affiliates (2) 513 462 1,840 1,456 Insurance (3) 100 102 308 314 Director compensation 20 20 60 60 Costs incurred by the manager and its affiliates $ 1,295 $ 1,232 $ 4,198 $ 3,752 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 1,484 $ 817 $ 5,672 $ 3,637 Insurance (3) 588 531 1,578 1,099 Other capitalized costs $ 2,072 $ 1,348 $ 7,250 $ 4,736 (1) Included in Property expenses in our unaudited consolidated statements of operations. (2) 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. (3) Our insurance premiums are prepaid and are included in Other assets on the unaudited consolidated balance sheets and are amortized monthly to either Property expenses on the unaudited consolidated statements of operations or Real estate under construction on the unaudited consolidated balance sheets as further described below. The following table presents a summary of amounts included in Due to affiliates in the unaudited consolidated balance sheets (amounts in thousands): Schedule of Due to Related Party September 30, 2023 December 31, 2022 (unaudited) Due to affiliates Development fees $ 7,507 $ 4,256 Employee cost sharing and reimbursements (1) 1,641 866 Management fees 662 661 Director compensation 20 20 Due to affiliates $ 9,830 $ 5,803 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. Public Offering Expenses Our Manager and its affiliates, including our Sponsor, are reimbursed, for offering expenses incurred in connection with our Public Offerings. 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 in October 2021. There were no Public Offering expenses incurred by our Manager and its affiliates during the three and nine months ended September 30, 2023 and 2022. Other Operating Expenses Pursuant to the terms of the management agreement between us, our Operating Companies and our Manager (the “Management Agreement”), we reimburse our Manager, Sponsor and their respective affiliates for actual expenses incurred on our behalf in connection with the selection, acquisition or origination of investments, whether or not we ultimately acquire or originate an investment. We also reimburse our Manager, Sponsor and their respective affiliates for out-of-pocket expenses paid to third parties in connection with providing services to us. Pursuant to the terms of the employee and cost sharing agreement between us, our Operating Companies, our Manager and our Sponsor, we reimburse our Sponsor and our Manager for expenses incurred for our allocable share of the salaries, benefits and overhead of personnel providing services to us. During the three and nine months ended September 30, 2023, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $ 0.4 1.7 0.4 1.3 Management Fee Subject to the limitations set forth in our Amended and Restated Limited Liability Company Operating Agreement (our “Operating Agreement”) and the oversight of our Board, our Manager is responsible for managing our affairs on a day-to-day basis and for the origination, selection, evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets, including but not limited to commercial real estate loans, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses. Pursuant to the Management Agreement, we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75% 0.7 2.0 0.6 1.9 Development Fees and Reimbursements Affiliates of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation and other overhead expenses incurred in connection with the project. During the three and nine months ended September 30, 2023, we incurred development fees earned during the construction phase of $ 1.2 4.8 0.5 2.8 7.5 4.3 During the three and nine months ended September 30, 2023, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $ 0.3 1.0 0.2 0.8 0.1 0.3 0.3 1.0 0.3 0.8 0.1 0.2 1.2 0.3 On April 25, 2023, each of the indirect majority-owned subsidiaries for our Nashville investments entered into development management agreements with certain development entities in which immediate family members of our Chief Executive Officer have a passive indirect minority beneficial ownership interest (collectively, the “Nashville DMAs”). The aggregate development fees payable under the Nashville DMAs are equal to 55% 4.5% 0.4 0.4 Acquisition Fees We will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5% 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, 2023, we obtained insurance premiums in the aggregate amount of zero 2.4 zero 0.2 zero 4.6 zero 0.4 zero 0.1 0.6 0.5 1.6 1.1 0.1 0.3 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 Public Offerings 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 our Manager and its affiliates are unable to provide us with the services we have engaged them to provide, we would be required to find alternative service providers. |