Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | NYSEAMER | |
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 | |
Common Class A [Member] | ||
Entity Common Stock, Shares Outstanding | 3,631,703 | |
Common Class B [Member] | ||
Entity Common Stock, Shares Outstanding | 100,000 | |
Common Class M [Member] | ||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Real estate | ||
Land | $ 38,741 | $ 38,741 |
Building and improvements | 17,939 | 17,939 |
Intangible assets | 9,172 | 9,172 |
Real estate under construction | 337,737 | 291,130 |
Total real estate | 403,589 | 356,982 |
Accumulated depreciation and amortization | (3,681) | (3,441) |
Real estate, net | 399,908 | 353,541 |
Cash and cash equivalents | 29,205 | 20,125 |
Other assets | 21,807 | 8,451 |
Total assets | 450,920 | 382,117 |
Liabilities | ||
Debt, net | 86,922 | 19,678 |
Short-term loan from affiliate | 4,000 | |
Lease liabilities | 1,296 | 1,324 |
Accounts payable | 21,642 | 12,584 |
Accrued expenses and other liabilities | 10,091 | 9,097 |
Total liabilities | 129,128 | 57,053 |
Commitments and contingencies (Note 11) | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests | 319,354 | 322,626 |
Noncontrolling interests | 2,438 | 2,438 |
Total members’ capital | 321,792 | 325,064 |
Total liabilities and members’ capital | 450,920 | 382,117 |
Class A Units [Member] | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests | 319,354 | 322,626 |
Class B Units [Member] | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests | ||
Class M Units [Member] | ||
Members’ Capital | ||
Total members’ capital excluding noncontrolling interests | ||
Related Party [Member] | ||
Liabilities | ||
Due to affiliates | $ 9,177 | $ 10,370 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Common Class A [Member] | ||
Common stock, shares authorized | Unlimited | Unlimited |
Common stock shares, issued | 3,631,703 | 3,622,399 |
Common stock shares, outstanding | 3,631,703 | 3,622,399 |
Common Class B [Member] | ||
Common stock shares, issued | 100,000 | 100,000 |
Common stock shares, outstanding | 100,000 | 100,000 |
Common stock, shares authorized | 100,000 | 100,000 |
Class M Units [Member] | ||
Common stock shares, issued | 1 | 1 |
Common stock shares, outstanding | 1 | 1 |
Common stock, shares authorized | 1 | 1 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Rental revenue | $ 337 | $ 497 |
Total revenue | 337 | 497 |
Expenses | ||
Property expenses | 1,263 | 1,018 |
General and administrative | 1,570 | 1,771 |
Interest expense | 721 | |
Depreciation and amortization | 284 | 512 |
Impairment of real estate | 595 | |
Total expenses | 4,433 | 3,301 |
Other income (loss) | ||
Interest income | 142 | |
Other expense | (27) | (3) |
Total other income (loss) | 115 | (3) |
Net loss | (3,981) | (2,807) |
Net income attributable to noncontrolling interests | (3) | |
Net loss attributable to Belpointe PREP, LLC | $ (3,981) | $ (2,810) |
Net loss per unit basic | $ (1.10) | $ (0.80) |
Net loss per unit diluted | $ (1.10) | $ (0.80) |
Weighted-average units outstanding basic | 3,631,531 | 3,523,449 |
Weighted-average units outstanding diluted | 3,631,531 | 3,523,449 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Members' Capital (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Balance | $ 325,064 | $ 332,652 |
Issuance of units | 711 | |
Acquisition of noncontrolling interests | (963) | |
Offering costs | (2) | (119) |
Net (loss) income | (3,981) | (2,807) |
Balance | $ 321,792 | $ 328,763 |
Common Class A [Member] | ||
Issuance of units, shares | 9,304 | 0 |
Common Stock [Member] | Common Class A [Member] | ||
Balance | $ 322,626 | $ 329,482 |
Balance, shares | 3,622,399 | 3,523,449 |
Issuance of units | $ 711 | |
Issuance of units, shares | 9,304 | |
Acquisition of noncontrolling interests | ||
Offering costs | $ (2) | (119) |
Net (loss) income | (3,981) | (2,810) |
Balance | $ 319,354 | $ 326,553 |
Balance, shares | 3,631,703 | 3,523,449 |
Common Stock [Member] | Common Class B [Member] | ||
Balance | ||
Balance, shares | 100,000 | 100,000 |
Issuance of units | ||
Acquisition of noncontrolling interests | ||
Offering costs | ||
Net (loss) income | ||
Balance | ||
Balance, shares | 100,000 | 100,000 |
Common Stock [Member] | Common Class M [Member] | ||
Balance | ||
Balance, shares | 1 | 1 |
Issuance of units | ||
Acquisition of noncontrolling interests | ||
Offering costs | ||
Net (loss) income | ||
Balance | ||
Balance, shares | 1 | 1 |
Total Members Capital Excluding Noncontrolling Interests [Member] | ||
Balance | $ 322,626 | $ 329,482 |
Issuance of units | 711 | |
Acquisition of noncontrolling interests | ||
Offering costs | (2) | (119) |
Net (loss) income | (3,981) | (2,810) |
Balance | 319,354 | 326,553 |
Noncontrolling Interest [Member] | ||
Balance | 2,438 | 3,170 |
Issuance of units | ||
Acquisition of noncontrolling interests | (963) | |
Offering costs | ||
Net (loss) income | 3 | |
Balance | $ 2,438 | $ 2,210 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (3,981) | $ (2,807) |
Adjustments to net loss: | ||
Depreciation and amortization including intangible assets and deferred financing costs | 380 | 512 |
Accretion of rent-related intangibles and straight-line rent adjustments | 28 | (151) |
Impairment of real estate | 595 | |
Unrealized loss on interest rate derivative | 27 | |
Changes in operating assets and liabilities: | ||
(Decrease) increase in due to affiliates | (26) | 594 |
Increase (decrease) in other assets | (4,090) | 33 |
Decrease in accounts payable | (385) | (1) |
Increase in accrued expenses and other liabilities | 824 | 434 |
Net cash used in operating activities | (6,628) | (1,386) |
Cash flows from investing activities | ||
Development of real estate | (37,920) | (21,094) |
Other investing activity | 55 | (75) |
Net cash used in investing activities | (37,865) | (21,169) |
Cash flows from financing activities | ||
Proceeds from mezzanine loan | 41,469 | |
Proceeds from construction loan | 26,934 | |
Repayment of short-term loan from affiliate | (4,000) | |
Payment of deferred financing costs | (1,293) | |
Payment of offering costs | (39) | (97) |
Proceeds from units issued | 13 | |
Other financing activities | (44) | |
Net cash provided by (used in) financing activities | 63,084 | (141) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 18,591 | (22,696) |
Cash and cash equivalents and restricted cash, beginning of period | 23,585 | 144,967 |
Cash and cash equivalents and restricted cash, end of period | $ 42,176 | $ 122,271 |
Organization, Business Purpose
Organization, Business Purpose and Capitalization | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Business Purpose and Capitalization | Note 1 – Organization, Business Purpose and Capitalization Organization and Business Purpose Belpointe PREP, LLC (together with its subsidiaries, the “Company,” “we,” “us,” or “our”) is focused on identifying, acquiring, developing or redeveloping and managing commercial real estate located within “qualified opportunity zones.” We were formed on January 24, 2020 as a Delaware limited liability company and qualify as a partnership and qualified opportunity fund for U.S. federal income tax purposes. At least 90% of our assets consist of qualified opportunity zone property, and all of our assets are held by, and all of our operations are conducted through, one or more operating companies (each an “Operating Company” and collectively, our “Operating Companies”), either directly or indirectly through their subsidiaries. We are externally managed by Belpointe PREP Manager, LLC (our “Manager”), an affiliate of our sponsor, Belpointe, LLC (our “Sponsor”). Subject to the oversight of our board of directors (our “Board”), our Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making acquisitions and investments on our behalf. Capitalization On May 9, 2023, the U.S. Securities and Exchange Commission (the “SEC”) declared effective our registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to $ 750,000,000 In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer Manager will enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We will pay our Dealer Manager commissions of up to 0.25 0.25 4.50 In addition, the Follow-on Registration Statement constitutes a post-effective amendment to the registration statement on Form S-11, as amended (File No. 333-255424), registering the offer and sale of our ongoing initial public offering of up to $ 750,000,000 514,013,330 The purchase price for Class A units in the Public Offerings will be the lesser of (i) the current net asset value (the “NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On February 29, 2024, we announced that our NAV as of December 31, 2023 was equal to $ 100.88 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the SEC. 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 March 31, 2024, and for the three months ended March 31, 2024 and 2023, 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, 2023 included in our Annual Report on Form 10-K. The operating results for interim periods are not necessarily indicative of operating results for any other interim period or for the entire year. Basis of Consolidation The accompanying consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented in noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. We have evaluated our economic interests in entities to determine if they are deemed to be variable interest entities (“VIEs”) and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party (a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value Net Assets March 31, 2024 December 31, 2023 (unaudited) Assets Real estate Land $ 26,059 $ 26,059 Building and improvements 12,953 12,953 Intangible assets 6,816 6,816 Real estate under construction 337,489 290,627 Total real estate 383,317 336,455 Accumulated depreciation and amortization (2,307 ) (2,161 ) Real estate, net 381,010 334,294 Cash and cash equivalents 7,880 8,204 Other assets 20,526 7,841 Total assets $ 409,416 $ 350,339 Liabilities Debt, net $ 86,922 $ 19,678 Due to affiliates 6,368 7,292 Lease liabilities 24 25 Accounts payable 21,563 12,374 Accrued expenses and other liabilities 9,363 8,595 Total liabilities $ 124,240 $ 47,964 An interest in a VIE requires reconsideration when an event occurs that was not originally contemplated. At each reporting period we will reassess whether there are any events that require us to reconsider our determination of whether an entity is a VIE and whether it should be consolidated. Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of 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, our consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates. Impairment of Long-Lived Assets We evaluate our tangible and identifiable intangible real estate assets for impairment when events such as delays or changes in development, declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. When qualitative factors indicate the possibility of impairment, the total undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property. If the carrying value of the asset exceeds the undiscounted cash flows of the asset, an impairment loss is recorded in earnings to reduce the carrying value of the asset to fair value, calculated as the discounted net cash flows of the property. In circumstances where the highest and best use of a property is the fee simple value of vacant land, we compare book value of the property to the appraised value of the land. If the carrying value of the asset exceeds the appraised value of the land, an impairment loss is recorded to reduce the carrying value to the appraised value. Restricted Cash Restricted cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents March 31, 2024 December 31, 2023 (unaudited) Cash and cash equivalents $ 29,205 $ 20,125 Restricted cash (1) 12,971 3,460 Total cash and cash equivalents and restricted cash $ 42,176 $ 23,585 (1) Restricted cash is included within Other assets on our consolidated balance sheets. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, S gment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In March 2024, the SEC adopted final rules under Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 3 – Leases Lessor Accounting We own rental properties which are leased to tenants under operating leases with current expirations ranging from 2024 to 2040, with options to extend or terminate the leases. Revenues from such leases are reported as Rental revenue in our consolidated statements of operations and are comprised of (i) lease components, which includes fixed and variable lease payments, and (ii) non-lease components which includes reimbursements of property level operating expenses. We do not separate non-lease components from the related lease components, as the timing and pattern of transfer are the same, and account for the combined component. Fixed lease revenues represent the base rent that each tenant is required to pay in accordance with the terms of their respective leases reported on a straight-line basis over the non-cancelable term of the lease. Variable lease revenues include payments based on (i) tenant reimbursements, (ii) changes in the index or market-based indices after the inception of the lease, (iii) percentage rents, or (iv) the operating performance of the property. Variable lease revenues are not recognized until the specific events that trigger the variable payments have occurred. The following table summarizes the components of lease revenues (amounts in thousands): Schedule of Components of Lease Revenues 2024 2023 Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Fixed lease revenues $ 241 $ 266 Variable lease revenues (1) 124 81 Lease revenues (2) (3) $ 365 $ 347 (1) Includes reimbursements for property taxes, insurance, and common area maintenance services. (2) Excludes lease intangible amortization of less than $ 0.1 0.1 (3) Excludes straight-line rent of $ 0.1 0.1 In certain of our leases, the tenant is obligated to pay the real estate taxes, insurance, and certain other expenses directly to the vendor. These obligations, which have been assumed by the tenants, are not reflected in our consolidated financial statements. To the extent any such tenant defaults on its lease or if it is deemed probable that the tenant will fail to pay for such obligations, a liability for such obligations would be recorded. We assess the collectability of substantially all lease payments due by reviewing a tenant’s payment history or financial condition. Changes to collectability are recognized as a current period adjustment to rental revenue. We have assessed the collectability of all recorded lease revenues as probable as of March 31, 2024. |
Related Party Arrangements
Related Party Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Arrangements | Related Party Arrangements Our Transaction with Lacoff Holding II, LLC On December 29, 2023, we borrowed $ 4.0 April 1, 2024 5.26 0.1 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 the relevant agreements with such parties (amounts in thousands): Schedule of Non Cash Activity to Related Party 2024 2023 Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Costs incurred by our Manager and its affiliates (1) $ 790 $ 670 Management fees (2) 687 661 Insurance (3) 161 106 Director compensation 20 20 Costs and expenses related parties $ 1,658 $ 1,457 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 1,078 $ 977 Insurance (3) 564 517 $ 1,642 $ 1,494 (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 consolidated statements of operations. (2) Included in Property expenses in our consolidated statements of operations. (3) Our insurance premiums are prepaid and are included in Other assets on the consolidated balance sheets and are amortized monthly to either Property expenses on the consolidated statements of operations or Real estate under construction on the consolidated balance sheets as further described below. 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 March 31, 2024 December 31, 2023 (unaudited) Due to affiliates Development fees $ 5,462 $ 6,129 Management fees 2,052 1,365 Employee cost sharing and reimbursements (1) 1,643 2,856 Director compensation 20 20 Due to affiliates $ 9,177 $ 10,370 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. 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 months ended March 31, 2024, and 2023, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $ 0.7 0.6 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 0.7 Development Fees and Reimbursements Affiliates of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation and other overhead expenses incurred in connection with the project. During the three months ended March 31, 2024, and 2023, we incurred development fees earned during the construction phase of $ 0.8 0.7 5.5 6.1 During the three months ended March 31, 2024, and 2023, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $ 0.3 0.4 0.2 0.3 0.1 0.1 0.8 1.3 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 months ended March 31, 2024 and 2023, we obtained insurance premiums in the aggregate amount of $ 0.1 0.1 0.1 0.1 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. |
Real Estate, Net
Real Estate, Net | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
Real Estate, Net | Note 5 – Real Estate, Net Real Estate Under Construction The following table provides the activity of our Real estate under construction in the consolidated balance sheets (amounts in thousands): Schedule of Real Estate Under Construction March 31, 2024 December 31, 2023 (unaudited) Beginning balance $ 291,130 $ 133,898 Capitalized costs (1) (2) 46,229 155,969 Capitalized interest 973 387 Impairment charges (3) (595 ) (4,060 ) Land held for development (4) — 4,936 Ending balance $ 337,737 $ 291,130 (1) Includes development fees and employee reimbursement expenditures See “Note 4 – Related Party Arrangements” for additional details regarding our transactions with related parties. (2) 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 $ 1.0 3.4 (3) Impairment charges during three months ended March 31, 2024 and the year ended December 31, 2023 are in relation to one of our real estate assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market value of the real estate asset was lower than the carrying value, and as a result, we reduced the carrying value to the estimated fair market value. (4) Includes the acquisition of land located in Sarasota, Florida during the year ended December 31, 2023. Real estate under construction includes non-cash investing activity of $ 21.9 2.2 0.3 27.6 6.1 1.3 Depreciation Expense Depreciation expense was $ 0.2 $0.2 |
Intangible Assets and Liabiliti
Intangible Assets and Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets And Liabilities | |
Intangible Assets and Liabilities | Note 6 – Intangible Assets and Liabilities Intangible assets and liabilities are summarized as follows (amounts in thousands): Schedule of Intangible Assets And Liabilities March 31, 2024 December 31, 2023 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 $ 3,513 $ (1,735 ) $ 1,778 $ 3,513 $ (1,699 ) $ 1,814 Indefinite-Lived Intangible Assets Development rights 5,659 — 5,659 5,659 — 5,659 Total intangible assets $ 9,172 $ (1,735 ) $ 7,437 $ 9,172 $ (1,699 ) $ 7,473 Finite-Lived Intangible Liabilities Below-market leases $ (2,100 ) $ 804 $ (1,296 ) $ (2,100 ) $ 776 $ (1,324 ) Total intangible liabilities $ (2,100 ) $ 804 $ (1,296 ) $ (2,100 ) $ 776 $ (1,324 ) In-place leases and development rights intangible assets, noted above, are included in Intangible assets on the consolidated balance sheets. Below-market lease liabilities, noted above, are included in Lease liabilities on the consolidated balance sheets. Amortization of in-place lease intangible assets was less than $ 0.1 0.3 Amortization of below-market lease liabilities was less than $ 0.1 0.1 |
Debt, Net
Debt, Net | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt, Net | Debt, Net 2024 Debt Transactions On January 31, 2024, our indirect majority-owned subsidiary entered into a fixed-rate mezzanine loan agreement for up to $ 56.4 2023 Debt Transactions On May 12, 2023, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement for up to $ 130.0 The following table details our Debt, net (dollars in thousands): Schedule of Debt, Net Interest Rate Maturity Date (1) Total Commitment March 31, 2024 December 31, 2023 Carrying Value as of Indebtedness Interest Rate Maturity Date (1) Total Commitment March 31, 2024 December 31, 2023 (unaudited) 1991 Main Mezzanine Loan (2) 13.00 % May 2027 $ 56,378 $ 41,833 $ — 1991 Main Construction Loan (3) SOFR + 3.45 % May 2027 $ 130,000 50,042 23,076 Total debt 91,875 23,076 Unamortized debt issuance costs (3,295 ) (2,239 ) Unamortized debt discount (1,658 ) (1,159 ) Debt, net $ 86,922 $ 19,678 (1) Each of our loans contain a one-year extension option, subject to certain restrictions. (2) We are required to maintain an interest reserve and carry reserve for purposes of paying accrued but unpaid interest on the 1991 Main Mezzanine Loan and interest, principal and other obligations under the 1991 Main Construction Loan the “Reserves”). The Reserves were held back at closing and had a balance of $ 14.5 (3) Advances under the 1991 Main Construction Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.45 8.51 The following table summarizes the scheduled future principal payments under our debt arrangements as of March 31, 2024 (amounts in thousands): Schedule of Future Principal Payments Year ended December 31, (unaudited) 2024 (remainder) $ — 2025 — 2026 — 2027 91,875 2028 — Thereafter — Total $ 91,875 Interest paid, net of capitalized interest for three months ended March 31, 2024 and 2023 was $ 0.2 zero 0.4 zero 0.3 zero Guarantees and Covenants Both the 1991 Main Mezzanine Loan and 1991 Main Construction Loan (together, the “1991 Main Loans”) are secured by our investment in 1991 Main Street, Sarasota, Florida (“1991 Main”). In connection with the 1991 Main Loans, we provided carveout guarantees to the Mezzanine Lender and the Mortgage Lender (together, the “1991 Main Lenders”) pursuant to which we guaranteed the borrowers obligations to the 1991 Main Lenders with respect to certain non-recourse carveout events, such as “bad acts,” environmental conditions, and violations of certain provisions of the loan documents (the “Guarantees”). The Guarantees contain financial covenants requiring that we maintain liquid assets of no less than $20.0 million and a net worth of no less than $130.0 million. We also provided a customary environmental indemnity agreement to the 1991 Main Lenders pursuant to which we agreed to protect, defend, indemnify, release and hold harmless the 1991 Main Lenders from and against certain environmental liabilities related to 1991 Main. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
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. Except as described below, we estimated that our other financial assets and liabilities had fair values that approximated their carrying values as of March 31, 2024 and December 31, 2023. Recurring Fair Value Measurements Our interest rate cap is measured at fair value on a recurring basis (see Note 9 – Derivative Instruments for further details on the inputs used). The valuation of our interest rate cap is prepared by an independent third-party and is classified as Level 2 in the fair value hierarchy, as the valuation is approximated using market values of similar instruments in active markets. |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments In connection with the 1991 Main Construction Loan, we were required to obtain and maintain interest rate protection in the form of an interest rate cap during the term of the loan to effectively limit the impact of increases in the one-month SOFR (the “1991 Main Interest Rate Cap”). We are subject to credit risk by the counterparty of this derivative instrument in the event of non-performance under the derivative contract, however we believe the amount to be minimal. The following table details our derivative financial instrument as of March 31, 2024 (amounts in thousands): Schedule of Table Derivative Financial Instrument Interest Rate Derivative Notional Amount (1) Strike Maturity Date Fair Value (2) 1991 Main Interest Rate Cap $ 95,494 5.07 % July 2024 $ 66 (1) The notional amount of the 1991 Main Interest Rate Cap increases in accordance with the schedule set forth in the interest rate cap agreement up to a maximum notional amount of $ 112.5 (2) Included in Other assets in our consolidated balance sheets. The following table details the effect of our derivative financial instrument (amounts in thousands): Schedule of Table Details Effect Derivative Financial Instrument Three Months Ended March 31, Interest Rate Derivative Location of Gain (Loss) 2024 2023 (unaudited) (unaudited) 1991 Main Interest Rate Cap Other expense $ (27 ) $ — |
Members_ Capital
Members’ Capital | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Members’ Capital | Note 10 – Members’ Capital 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, and in most cases without the approval of our members. These additional securities may be used for a variety of purposes, including in future offerings to raise additional capital and acquisitions. Our Operating Agreement currently authorizes the issuance of an unlimited 100,000 one During the three months ended March 31, 2024 and 2023, we issued 9,304 zero 3,631,703 3,622,399 100,000 one 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 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 consists of units that have been issued with subscriptions that have not yet settled. As of March 31, 2024 and December 31, 2023 there was $ 0.7 zero Basic and Diluted Loss Per Class A Unit For the three months ended March 31, 2024 and 2023, the basic and diluted weighted-average units outstanding were 3,631,531 3,523,449 4.0 2.8 1.10 0.80 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies As of March 31, 2024, we were not subject to any material litigation nor were we aware of any material litigation threatened against us. In connection with the development of our investment at 1000 First Avenue North, St. Petersburg, Florida (“1000 First”) and 1991 Main, we have entered into separate construction management agreements for each asset which contain terms and conditions that are customary for the related scope of work. As of March 31, 2024, we have an aggregate unfunded commitment of $ 77.3 26.4 12.0 We are in the process of obtaining a first mortgage construction loan to fund the remaining construction and soft costs associated with the development of 1000 First (the “1000 First Construction Loan”). However, due to our liquidity constraints caused in part by our obligation to maintain Reserves in connection with the 1991 Main Construction Loan and 1991 Main Mezzanine Loan, if we do not finalize the 1000 First Construction Loan prior to May 31, 2024, we will stop or delay construction until we can obtain additional financing. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the balance sheet date through the date the consolidated financial statements were issued require potential adjustment to or disclosure in the consolidated financial statements and has concluded that, except as set forth below, all such events or transactions that would require recognition or disclosure have been recognized or disclosed. Through the date of this Form 10-Q, we drew down an additional $ 8.2 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and Article 8 of Regulation S-X of the rules and regulations of the SEC. 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 March 31, 2024, and for the three months ended March 31, 2024 and 2023, 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, 2023 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 | Basis of Consolidation The accompanying consolidated financial statements reflect all of our accounts, including those of our controlled subsidiaries. The portion of members’ capital in controlled subsidiaries that are not attributable, directly or indirectly, to us are presented in noncontrolling interests. All significant intercompany accounts and transactions have been eliminated. We have evaluated our economic interests in entities to determine if they are deemed to be variable interest entities (“VIEs”) and whether the entities should be consolidated. An entity is a VIE if it has any one of the following characteristics: (i) the entity does not have enough equity at risk to finance its activities without additional subordinated financial support; (ii) the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. The distinction between a VIE and other entities is based on the nature and amount of the equity investment and the rights and obligations of the equity investors. Fixed price purchase and renewal options within a lease, as well as certain decision-making rights within a loan or joint-venture agreement, can cause us to consider an entity a VIE. Limited partnerships and other similar entities that operate as a partnership will be considered VIEs unless the limited partners hold substantive kick-out rights or participation rights. Significant judgment is required to determine whether a VIE should be consolidated. We review all agreements and contractual arrangements to determine whether (i) we or another party have any variable interests in an entity, (ii) the entity is considered a VIE, and (iii) which variable interest holder, if any, is the primary beneficiary of the VIE. Determination of the primary beneficiary is based on whether a party (a) has the power to direct the activities that most significantly impact the economic performance of the VIE, and (b) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value Net Assets March 31, 2024 December 31, 2023 (unaudited) Assets Real estate Land $ 26,059 $ 26,059 Building and improvements 12,953 12,953 Intangible assets 6,816 6,816 Real estate under construction 337,489 290,627 Total real estate 383,317 336,455 Accumulated depreciation and amortization (2,307 ) (2,161 ) Real estate, net 381,010 334,294 Cash and cash equivalents 7,880 8,204 Other assets 20,526 7,841 Total assets $ 409,416 $ 350,339 Liabilities Debt, net $ 86,922 $ 19,678 Due to affiliates 6,368 7,292 Lease liabilities 24 25 Accounts payable 21,563 12,374 Accrued expenses and other liabilities 9,363 8,595 Total liabilities $ 124,240 $ 47,964 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 | Emerging Growth Company Status We are an “emerging growth company,” as defined in the Jump Start Our Business Startups Act of 2012 (“JOBS Act”). Under Section 107 of the JOBS Act, emerging growth companies are permitted to use an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of 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, our consolidated financial statements may not be comparable to the consolidated financial statements of companies that comply with public company effective dates. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Actual results could materially differ from those estimates. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate our tangible and identifiable intangible real estate assets for impairment when events such as delays or changes in development, declines in a property’s operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. When qualitative factors indicate the possibility of impairment, the total undiscounted cash flows of the property, including proceeds from disposition, are compared to the net book value of the property. If the carrying value of the asset exceeds the undiscounted cash flows of the asset, an impairment loss is recorded in earnings to reduce the carrying value of the asset to fair value, calculated as the discounted net cash flows of the property. In circumstances where the highest and best use of a property is the fee simple value of vacant land, we compare book value of the property to the appraised value of the land. If the carrying value of the asset exceeds the appraised value of the land, an impairment loss is recorded to reduce the carrying value to the appraised value. |
Restricted Cash | Restricted Cash Restricted cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents March 31, 2024 December 31, 2023 (unaudited) Cash and cash equivalents $ 29,205 $ 20,125 Restricted cash (1) 12,971 3,460 Total cash and cash equivalents and restricted cash $ 42,176 $ 23,585 (1) Restricted cash is included within Other assets on our consolidated balance sheets. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, S gment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In March 2024, the SEC adopted final rules under Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Carrying Value Net Assets | The following table presents the financial data of the consolidated VIEs included in the consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively (amounts in thousands): Schedule of Carrying Value Net Assets March 31, 2024 December 31, 2023 (unaudited) Assets Real estate Land $ 26,059 $ 26,059 Building and improvements 12,953 12,953 Intangible assets 6,816 6,816 Real estate under construction 337,489 290,627 Total real estate 383,317 336,455 Accumulated depreciation and amortization (2,307 ) (2,161 ) Real estate, net 381,010 334,294 Cash and cash equivalents 7,880 8,204 Other assets 20,526 7,841 Total assets $ 409,416 $ 350,339 Liabilities Debt, net $ 86,922 $ 19,678 Due to affiliates 6,368 7,292 Lease liabilities 24 25 Accounts payable 21,563 12,374 Accrued expenses and other liabilities 9,363 8,595 Total liabilities $ 124,240 $ 47,964 |
Schedule of Restricted Cash and Cash Equivalents | Restricted cash consists of amounts required to be reserved pursuant to contractual obligations and lender agreements for debt service. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets to the consolidated statements of cash flows (amounts in thousands): Schedule of Restricted Cash and Cash Equivalents March 31, 2024 December 31, 2023 (unaudited) Cash and cash equivalents $ 29,205 $ 20,125 Restricted cash (1) 12,971 3,460 Total cash and cash equivalents and restricted cash $ 42,176 $ 23,585 (1) Restricted cash is included within Other assets on our consolidated balance sheets. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Components of Lease Revenues | The following table summarizes the components of lease revenues (amounts in thousands): Schedule of Components of Lease Revenues 2024 2023 Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Fixed lease revenues $ 241 $ 266 Variable lease revenues (1) 124 81 Lease revenues (2) (3) $ 365 $ 347 (1) Includes reimbursements for property taxes, insurance, and common area maintenance services. (2) Excludes lease intangible amortization of less than $ 0.1 0.1 (3) Excludes straight-line rent of $ 0.1 0.1 |
Related Party Arrangements (Tab
Related Party Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Non Cash Activity to Related Party | The following table presents a summary of fees incurred on our behalf by, and expenses reimbursable to, our Manager and its affiliates, including our Sponsor, in accordance with the terms of the relevant agreements with such parties (amounts in thousands): Schedule of Non Cash Activity to Related Party 2024 2023 Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Amounts included in the Consolidated Statements of Operations Costs incurred by our Manager and its affiliates (1) $ 790 $ 670 Management fees (2) 687 661 Insurance (3) 161 106 Director compensation 20 20 Costs and expenses related parties $ 1,658 $ 1,457 Capitalized costs included in the Consolidated Balance Sheets Development fee and reimbursements $ 1,078 $ 977 Insurance (3) 564 517 $ 1,642 $ 1,494 (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 consolidated statements of operations. (2) Included in Property expenses in our consolidated statements of operations. (3) Our insurance premiums are prepaid and are included in Other assets on the consolidated balance sheets and are amortized monthly to either Property expenses on the consolidated statements of operations or Real estate under construction on the consolidated balance sheets as further described below. |
Schedule of Due to Related Party | 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 March 31, 2024 December 31, 2023 (unaudited) Due to affiliates Development fees $ 5,462 $ 6,129 Management fees 2,052 1,365 Employee cost sharing and reimbursements (1) 1,643 2,856 Director compensation 20 20 Due to affiliates $ 9,177 $ 10,370 (1) Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. |
Real Estate, Net (Tables)
Real Estate, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Real Estate [Abstract] | |
Schedule of 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 March 31, 2024 December 31, 2023 (unaudited) Beginning balance $ 291,130 $ 133,898 Capitalized costs (1) (2) 46,229 155,969 Capitalized interest 973 387 Impairment charges (3) (595 ) (4,060 ) Land held for development (4) — 4,936 Ending balance $ 337,737 $ 291,130 (1) Includes development fees and employee reimbursement expenditures See “Note 4 – Related Party Arrangements” for additional details regarding our transactions with related parties. (2) 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 $ 1.0 3.4 (3) Impairment charges during three months ended March 31, 2024 and the year ended December 31, 2023 are in relation to one of our real estate assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market value of the real estate asset was lower than the carrying value, and as a result, we reduced the carrying value to the estimated fair market value. (4) Includes the acquisition of land located in Sarasota, Florida during the year ended December 31, 2023. |
Intangible Assets and Liabili_2
Intangible Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets And Liabilities | |
Schedule of Intangible Assets And Liabilities | Intangible assets and liabilities are summarized as follows (amounts in thousands): Schedule of Intangible Assets And Liabilities March 31, 2024 December 31, 2023 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 $ 3,513 $ (1,735 ) $ 1,778 $ 3,513 $ (1,699 ) $ 1,814 Indefinite-Lived Intangible Assets Development rights 5,659 — 5,659 5,659 — 5,659 Total intangible assets $ 9,172 $ (1,735 ) $ 7,437 $ 9,172 $ (1,699 ) $ 7,473 Finite-Lived Intangible Liabilities Below-market leases $ (2,100 ) $ 804 $ (1,296 ) $ (2,100 ) $ 776 $ (1,324 ) Total intangible liabilities $ (2,100 ) $ 804 $ (1,296 ) $ (2,100 ) $ 776 $ (1,324 ) |
Debt, Net (Tables)
Debt, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt, Net | The following table details our Debt, net (dollars in thousands): Schedule of Debt, Net Interest Rate Maturity Date (1) Total Commitment March 31, 2024 December 31, 2023 Carrying Value as of Indebtedness Interest Rate Maturity Date (1) Total Commitment March 31, 2024 December 31, 2023 (unaudited) 1991 Main Mezzanine Loan (2) 13.00 % May 2027 $ 56,378 $ 41,833 $ — 1991 Main Construction Loan (3) SOFR + 3.45 % May 2027 $ 130,000 50,042 23,076 Total debt 91,875 23,076 Unamortized debt issuance costs (3,295 ) (2,239 ) Unamortized debt discount (1,658 ) (1,159 ) Debt, net $ 86,922 $ 19,678 (1) Each of our loans contain a one-year extension option, subject to certain restrictions. (2) We are required to maintain an interest reserve and carry reserve for purposes of paying accrued but unpaid interest on the 1991 Main Mezzanine Loan and interest, principal and other obligations under the 1991 Main Construction Loan the “Reserves”). The Reserves were held back at closing and had a balance of $ 14.5 (3) Advances under the 1991 Main Construction Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.45 8.51 |
Schedule of Future Principal Payments | The following table summarizes the scheduled future principal payments under our debt arrangements as of March 31, 2024 (amounts in thousands): Schedule of Future Principal Payments Year ended December 31, (unaudited) 2024 (remainder) $ — 2025 — 2026 — 2027 91,875 2028 — Thereafter — Total $ 91,875 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Table Derivative Financial Instrument | The following table details our derivative financial instrument as of March 31, 2024 (amounts in thousands): Schedule of Table Derivative Financial Instrument Interest Rate Derivative Notional Amount (1) Strike Maturity Date Fair Value (2) 1991 Main Interest Rate Cap $ 95,494 5.07 % July 2024 $ 66 (1) The notional amount of the 1991 Main Interest Rate Cap increases in accordance with the schedule set forth in the interest rate cap agreement up to a maximum notional amount of $ 112.5 (2) Included in Other assets in our consolidated balance sheets. |
Schedule of Table Details Effect Derivative Financial Instrument | The following table details the effect of our derivative financial instrument (amounts in thousands): Schedule of Table Details Effect Derivative Financial Instrument Three Months Ended March 31, Interest Rate Derivative Location of Gain (Loss) 2024 2023 (unaudited) (unaudited) 1991 Main Interest Rate Cap Other expense $ (27 ) $ — |
Organization, Business Purpos_2
Organization, Business Purpose and Capitalization (Details Narrative) - USD ($) | 3 Months Ended | |||
May 09, 2023 | Sep. 30, 2021 | Mar. 31, 2024 | Feb. 29, 2024 | |
Initial public offering | $ 711,000 | |||
Dealer Manager [Member] | Maximum [Member] | ||||
Payments for commissions percentage | 0.25% | |||
Selling Group Members [Member] | Maximum [Member] | ||||
Payments for commissions percentage | 4.50% | |||
Selling Group Members [Member] | Minimum [Member] | ||||
Payments for commissions percentage | 0.25% | |||
Common Class A [Member] | ||||
Offering price per share | $ 100.88 | |||
Common Class A [Member] | Follow On Offering [Member] | ||||
Initial public offering | $ 750,000,000 | |||
Common Class A [Member] | Primary Offering [Member] | ||||
Proceeds from initial public offering | $ 750,000,000 | |||
Outstanding units unsold of initial public offering | $ 514,013,330 |
Schedule of Carrying Value Net
Schedule of Carrying Value Net Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Real estate | |||
Land | $ 38,741 | $ 38,741 | |
Building and improvements | 17,939 | 17,939 | |
Intangible assets | 9,172 | 9,172 | |
Real estate under construction | 337,737 | 291,130 | |
Total real estate | 1,642 | $ 1,494 | |
Accumulated depreciation and amortization | (3,681) | (3,441) | |
Real estate, net | 399,908 | 353,541 | |
Cash and cash equivalents | 29,205 | 20,125 | |
Other assets | 21,807 | 8,451 | |
Total assets | 450,920 | 382,117 | |
Liabilities | |||
Debt, net | 86,922 | 19,678 | |
Accounts payable | 21,642 | 12,584 | |
Accrued expenses and other liabilities | 10,091 | 9,097 | |
Total liabilities | 129,128 | 57,053 | |
Variable Interest Entity [Member] | |||
Real estate | |||
Land | 26,059 | 26,059 | |
Building and improvements | 12,953 | 12,953 | |
Intangible assets | 6,816 | 6,816 | |
Real estate under construction | 337,489 | 290,627 | |
Total real estate | 383,317 | 336,455 | |
Accumulated depreciation and amortization | (2,307) | (2,161) | |
Real estate, net | 381,010 | 334,294 | |
Cash and cash equivalents | 7,880 | 8,204 | |
Other assets | 20,526 | 7,841 | |
Total assets | 409,416 | 350,339 | |
Liabilities | |||
Debt, net | 86,922 | 19,678 | |
Due to affiliates | 6,368 | 7,292 | |
Lease liabilities | 24 | 25 | |
Accounts payable | 21,563 | 12,374 | |
Accrued expenses and other liabilities | 9,363 | 8,595 | |
Total liabilities | $ 124,240 | $ 47,964 |
Schedule of Restricted Cash and
Schedule of Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 29,205 | $ 20,125 | |
Restricted cash | [1] | 12,971 | 3,460 |
Total cash and cash equivalents and restricted cash | $ 42,176 | $ 23,585 | |
[1]Restricted cash is included within Other assets on our consolidated balance sheets. |
Schedule of Components of Lease
Schedule of Components of Lease Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Leases | |||
Fixed lease revenues | $ 241 | $ 266 | |
Variable lease revenues | [1] | 124 | 81 |
Lease revenues | [2],[3] | $ 365 | $ 347 |
[1]Includes reimbursements for property taxes, insurance, and common area maintenance services.[2]Excludes lease intangible amortization of less than $ 0.1 0.1 0.1 0.1 |
Schedule of Components of Lea_2
Schedule of Components of Lease Revenues (Details) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lease intangible amortization | $ 0.1 | $ 0.1 |
Maximum [Member] | Straight Line Rent [Member] | ||
Straight line rent adjustment | $ 0.1 | $ 0.1 |
Schedule of Non Cash Activity t
Schedule of Non Cash Activity to Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Costs and expenses related parties | $ 1,658 | $ 1,457 | |
Total capitalized costs | 1,642 | 1,494 | |
Manager and Affliates [Member] | |||
Costs and expenses related parties | [1] | 790 | 670 |
Management Fees [Member] | |||
Costs and expenses related parties | [2] | 687 | 661 |
Insurance [Member] | |||
Costs and expenses related parties | [3] | 161 | 106 |
Total capitalized costs | [3] | 564 | 517 |
Director Compensation [Member] | |||
Costs and expenses related parties | 20 | 20 | |
Development Fee And Reimbursements [Member] | |||
Total capitalized costs | $ 1,078 | $ 977 | |
[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 consolidated statements of operations.[2]Included in Property expenses in our consolidated statements of operations.[3]Our insurance premiums are prepaid and are included in Other assets on the consolidated balance sheets and are amortized monthly to either Property expenses on the consolidated statements of operations or Real estate under construction on the consolidated balance sheets as further described below. |
Schedule of Due to Related Part
Schedule of Due to Related Party (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 9,177 | $ 10,370 | |
Development Fees [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 5,462 | 6,129 | |
Management Fees [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | 2,052 | 1,365 | |
Employee Cost Sharing And Reimbursements [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | [1] | 1,643 | 2,856 |
Director Compensation [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due to affiliates | $ 20 | $ 20 | |
[1]Includes wage, overhead and other reimbursements to our Manager and its affiliates, including our Sponsor. |
Related Party Arrangements (Det
Related Party Arrangements (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Feb. 08, 2024 | Dec. 29, 2023 | Apr. 25, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||
Operating expenses | $ 4,433 | $ 3,301 | ||||
Asset management fee | 700 | 700 | ||||
Development costs | 800 | 700 | ||||
Due to affiliate current and noncurrent | 9,177 | $ 10,370 | ||||
General and administrative expense | 1,570 | 1,771 | ||||
Development fee percentage | 55% | |||||
Development budget fee percentage | 4.50% | |||||
Development fees outstanding and payable | $ 400 | 400 | ||||
Acquisition fee percentage | 1.50% | |||||
Real estate insurance | $ 100 | 100 | ||||
Insurance commission | 100 | 100 | ||||
General and Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative expense | 100 | 100 | ||||
Development Manager [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Development costs | 200 | 300 | ||||
Reimbursement expense | 300 | 400 | ||||
Affiliated Entity [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Employee reimbursement expenditure | 800 | 1,300 | ||||
Development Fees [Member] | Related Party [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to affiliate current and noncurrent | $ 5,462 | $ 6,129 | ||||
Management Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Property management fee, percent fee | 0.75% | |||||
Lacoff Holding II LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Borrowing amount | $ 4,000 | |||||
Maturity date | Apr. 01, 2024 | |||||
Promissory note interest rate | 5.26% | |||||
Increase decrease in accrued interest receivable net | $ 100 | |||||
Manager and Affliates [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Operating expenses | $ 700 | $ 600 |
Schedule of Real Estate Under C
Schedule of Real Estate Under Construction (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | ||
Real Estate [Abstract] | |||
Beginning balance | $ 291,130 | $ 133,898 | |
Capitalized costs | [1],[2] | 46,229 | 155,969 |
Capitalized interest | 973 | 387 | |
Impairment charges | [3] | (595) | (4,060) |
Land held for development | [4] | 4,936 | |
Ending balance | $ 337,737 | $ 291,130 | |
[1]Includes development fees and employee reimbursement expenditures See “Note 4 – Related Party Arrangements” for additional details regarding our transactions with related parties.[2]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 $ 1.0 3.4 |
Schedule of Real Estate Under_2
Schedule of Real Estate Under Construction (Details) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Real Estate [Abstract] | ||
Direct and indirect project costs | $ 1 | $ 3.4 |
Real Estate, Net (Details Narra
Real Estate, Net (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Depreciation expense | $ 0.2 | $ 0.2 | |
Real Estate [Member] | |||
Non cash investing activity | 21.9 | $ 27.6 | |
Unpaid development fees | 2.2 | 6.1 | |
Unpaid employee cost sharing and reimbursements | $ 0.3 | $ 1.3 |
Schedule of Intangible Assets A
Schedule of Intangible Assets And Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite lived intangible assets | $ 9,172 | $ 9,172 |
Total intangible assets, Gross | 9,172 | 9,172 |
Total intangible assets, Accumulated amortization | (1,735) | (1,699) |
Total intangible assets, Net | 7,437 | 7,473 |
Accumulated amortization, finite lived intangible liabilities | 804 | 776 |
Net carrying amount, finite lived intangible liabilities | (1,296) | (1,324) |
Gross carrying amount, finite lived intangible liabilities | (2,100) | (2,100) |
Net carrying amount, finite lived intangible liabilities | (1,296) | (1,324) |
Development Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, indefinite lived intangible assets | 5,659 | 5,659 |
Accumulated amortization, indefinite lived intangible assets | ||
Net carrying amount, indefinite lived intangible assets | 5,659 | 5,659 |
In Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite lived intangible assets | 3,513 | 3,513 |
Accumulated amortization, finite lived intangible assets | (1,735) | (1,699) |
Net carrying amount, finite lived intangible assets | 1,778 | 1,814 |
Below Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount, finite lived intangible liabilities | (2,100) | (2,100) |
Accumulated amortization, finite lived intangible liabilities | 804 | 776 |
Net carrying amount, finite lived intangible liabilities | $ (1,296) | $ (1,324) |
Intangible Assets and Liabili_3
Intangible Assets and Liabilities (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
In Place Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 0.1 | $ 0.3 |
Below Market Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 0.1 | $ 0.1 |
Schedule of Debt, Net (Details)
Schedule of Debt, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Total debt | $ 91,875 | $ 23,076 | |
Unamortized debt issuance costs | (3,295) | (2,239) | |
Unamortized debt discount | (1,658) | (1,159) | |
Debt, net | 86,922 | 19,678 | |
1991 Main Mezzanine Loan [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Total debt | [1] | 41,833 | |
1991 Main Construction Loan Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Total debt | [2] | $ 50,042 | $ 23,076 |
[1]We are required to maintain an interest reserve and carry reserve for purposes of paying accrued but unpaid interest on the 1991 Main Mezzanine Loan and interest, principal and other obligations under the 1991 Main Construction Loan the “Reserves”). The Reserves were held back at closing and had a balance of $ 14.5 3.45 8.51 |
Schedule of Debt Net (Details)
Schedule of Debt Net (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | ||
1991 Main Mezzanine Loan [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Interest Rate | 13% | [1] |
Maturity Date | May 2027 | [2] |
Total Commitment | $ 56,378 | [1] |
1991 Main Construction Loan Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Interest Rate | 3.45% | [3] |
Maturity Date | May 2027 | [2] |
Total Commitment | $ 130,000 | [3] |
[1]We are required to maintain an interest reserve and carry reserve for purposes of paying accrued but unpaid interest on the 1991 Main Mezzanine Loan and interest, principal and other obligations under the 1991 Main Construction Loan the “Reserves”). The Reserves were held back at closing and had a balance of $ 14.5 3.45 8.51 |
Schedule of Debt Net (Details)
Schedule of Debt Net (Details) (Parenthetical) $ in Millions | Mar. 31, 2024 USD ($) | |
1991 Main Mezzanine Loan [Member] | ||
Debt Instrument [Line Items] | ||
Reserves | $ 14.5 | |
Interest rate | 13% | [1] |
1991 Main Construction Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 3.45% | [2] |
1991 Main Construction Loan Agreement [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 8.51% | |
[1]We are required to maintain an interest reserve and carry reserve for purposes of paying accrued but unpaid interest on the 1991 Main Mezzanine Loan and interest, principal and other obligations under the 1991 Main Construction Loan the “Reserves”). The Reserves were held back at closing and had a balance of $ 14.5 3.45 8.51 |
Schedule of Future Principal Pa
Schedule of Future Principal Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remainder) | ||
2025 | ||
2026 | ||
2027 | 91,875 | |
2028 | ||
Thereafter | ||
Total | $ 91,875 | $ 23,076 |
Debt, Net (Details Narrative)
Debt, Net (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 31, 2024 | May 12, 2023 | |
Debt Instrument [Line Items] | ||||
Interest paid, net of capitalized interest | $ 200,000 | $ 0 | ||
Amortization of deferred financing costs | 400,000 | 0 | ||
Deferred financing costs capitalized | $ 300,000 | $ 0 | ||
1991 Main Construction Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument convenants description | The Guarantees contain financial covenants requiring that we maintain liquid assets of no less than $20.0 million and a net worth of no less than $130.0 million. | |||
Maximum [Member] | 1991 Main Mezzanine Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Mezzanine loan | $ 56,400,000 | |||
Maximum [Member] | 1991 Main Construction Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Construction loan | $ 130,000,000 |
Schedule of Table Derivative Fi
Schedule of Table Derivative Financial Instrument (Details) - 1991 Main Construction Loan Agreement [Member] $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Maturity date | May 2027 | [1] |
Interest Rate Cap [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount | $ 95,494 | [2] |
Strike rate | 5.07% | |
Maturity date | July 2024 | |
Fair value | $ 66 | |
[1]Each of our loans contain a one-year extension option, subject to certain restrictions.[2]The notional amount of the 1991 Main Interest Rate Cap increases in accordance with the schedule set forth in the interest rate cap agreement up to a maximum notional amount of $ 112.5 |
Schedule of Table Derivative _2
Schedule of Table Derivative Financial Instrument (Details) (Parenthetical) - Interest Rate Cap [Member] - 1991 Main Construction Loan Agreement [Member] $ in Thousands | Mar. 31, 2024 USD ($) | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount | $ 95,494 | [1] |
Maximum [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount | $ 112,500 | |
[1]The notional amount of the 1991 Main Interest Rate Cap increases in accordance with the schedule set forth in the interest rate cap agreement up to a maximum notional amount of $ 112.5 |
Schedule of Table Details Effec
Schedule of Table Details Effect Derivative Financial Instrument (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative gain (loss) | $ (27) | |
Interest Rate Cap [Member] | 1991 Main Construction Loan Agreement [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative gain (loss) | $ (27) |
Members_ Capital (Details Narra
Members’ Capital (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||
Subscriptions receivables | $ 700,000 | $ 0 | |
Weighted average units outstanding, basic | 3,631,531 | 3,523,449 | |
Weighted average units outstanding, diluted | 3,631,531 | 3,523,449 | |
Net loss | $ 3,981,000 | $ 2,810,000 | |
Loss per basic | $ 1.10 | $ 0.80 | |
Loss per diluted | $ 1.10 | $ 0.80 | |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized unlimited | Unlimited | Unlimited | |
Stock issued during period shares new issues | 9,304 | 0 | |
Common stock shares, issued | 3,631,703 | 3,622,399 | |
Common stock shares, outstanding | 3,631,703 | 3,622,399 | |
Weighted average units outstanding, basic | 3,631,531 | 3,523,449 | |
Weighted average units outstanding, diluted | 3,631,531 | 3,523,449 | |
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 100,000 | 100,000 | |
Common stock shares, issued | 100,000 | 100,000 | |
Common stock shares, outstanding | 100,000 | 100,000 | |
Dividends rate percentage | 5% | ||
Class M Units [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares authorized | 1 | 1 | |
Common stock shares, issued | 1 | 1 | |
Common stock shares, outstanding | 1 | 1 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Construction Management Agreement [Member] $ in Millions | Mar. 31, 2024 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Other commitment | $ 77.3 |
Accounts payable | 26.4 |
Retainage payable | $ 12 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ in Thousands | May 13, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Debt carrying amount | $ 91,875 | $ 23,076 | ||
1991 Main Construction Loan Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt carrying amount | [1] | $ 50,042 | $ 23,076 | |
1991 Main Construction Loan Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt carrying amount | $ 8,200 | |||
[1]Advances under the 1991 Main Construction Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.45 8.51 |