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Related Party Arrangements | 6 Months Ended
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Jun. 30, 2024
Related Party Transactions [Abstract] |
Related Party Arrangements | Note 4 – Related Party Arrangements Our Transaction with Belpointe Development Holding, LLC On May 16, 2024, we entered into an agreement to borrow up to $3.0 million in principal amount from Belpointe Development Holding, LLC, an affiliate of our Chief Executive Officer, pursuant to the terms of a revolving credit facility agreement (the “BDH Facility”). The BDH Facility has a one year term and interest accrues at an annual rate of 5.0%, due and payable at maturity. Proceeds under the BDH Facility shall be used for general corporate purposes. As of June 30, 2024, the BDH Facility had an outstanding principal balance of $2.6 million. Our Transaction with Lacoff Holding II, LLC On December 29, 2023, we borrowed $4.0 million from Lacoff Holding II LLC, an affiliate of our Chief Executive Officer, pursuant to the terms of a promissory note (the “LH II Loan”). The LH II Loan was due and payable on April 1, 2024 and interest accrued on the LH II Note at an annual rate of 5.26%. The proceeds of the loan were used for general corporate purposes. On February 8, 2024, the LH II Loan, including accrued interest of less than $0.1 million, was repaid in full. 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
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
|  | (unaudited) |  |  | (unaudited) |  |  | (unaudited) |  |  | (unaudited) |
Amounts included in the Consolidated Statements of Operations |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Costs incurred by our Manager and its affiliates (1) |  | $ | 638 |  |  | $ | 657 |  |  | $ | 1,427 |  |  | $ | 1,327 |
Management fees (2) |  |  | 678 |  |  |  | 668 |  |  |  | 1,365 |  |  |  | 1,328 |
Insurance (3) |  |  | 329 |  |  |  | 102 |  |  |  | 490 |  |  |  | 208 |
Director compensation |  |  | 20 |  |  |  | 20 |  |  |  | 40 |  |  |  | 40 |
Costs and expenses related parties |  | $ | 1,665 |  |  | $ | 1,447 |  |  | $ | 3,322 |  |  | $ | 2,903 |
Capitalized costs included in the Consolidated Balance Sheets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Development fee and reimbursements |  | $ | 803 |  |  | $ | 3,211 |  |  | $ | 1,881 |  |  | $ | 4,188 |
Insurance (3) |  |  | 1,358 |  |  |  | 473 |  |  |  | 1,922 |  |  |  | 990 |
Other capitalized costs |  | $ | 2,161 |  |  | $ | 3,684 |  |  | $ | 3,803 |  |  | $ | 5,178 |
(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
|  | June 30, 2024 |  |  | December 31, 2023 |
|  | (unaudited) |  |  |  |
Due to affiliates |  |  |  |  |  |  |  |
Management fees |  | $ | 2,730 |  |  | $ | 1,365 |
Development fees |  |  | 1,646 |  |  |  | 6,129 |
Employee cost sharing and reimbursements (1) |  |  | 1,196 |  |  |  | 2,856 |
Insurance |  |  | 195 |  |  |  | — |
Director compensation |  |  | 20 |  |  |  | 20 |
Due to affiliates |  | $ | 5,787 |  |  | $ | 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 June 30, 2024 and 2023, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.5 million and $0.6 million, respectively, on our behalf. During the six months ended June 30, 2024 and 2023, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $1.2 million and $1.3 million, respectively, on our behalf. The expenses are payable, at the election of the recipient, either in cash, by issuance of our Class A units at the then-current NAV, or through some combination of the foregoing. As of June 30, 2024, all expenses incurred since inception have been settled in cash. 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%. The management fee is based on our NAV in effect at the end of the quarter. For the three months ended June 30, 2024 and 2023, we incurred management fees of $0.7 million and $0.7 million, respectively, and $1.4 million and $1.3 million for the six months ended June 30, 2024 and 2023, respectively, which are included in Property expenses in our consolidated statements of operations. Development Fees and Reimbursements Affiliates of our Sponsor are entitled to receive (i) development fees on each project in an amount that is usual and customary for comparable services rendered to similar projects in the geographic market of the project, and (ii) reimbursements for their expenses, such as employee compensation and other overhead expenses incurred in connection with the project. During the three months ended June 30, 2024 and 2023, we incurred development fees earned during the construction phase of $0.7 million and $2.9 million, respectively. During the six months ended June 30, 2024 and 2023, we incurred development fees earned during the construction phase of $1.6 million and $3.6 million, respectively. Such development fees are included in Real estate under construction in our consolidated balance sheets. As of June 30, 2024 and December 31, 2023, $1.6 million and $6.1 million, respectively, remained due and payable to our affiliates for development fees. During the three months ended June 30, 2024 and 2023, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $0.2 million and $0.3 million, respectively, of which less than $0.1 million and $0.2 million, respectively, is included in Real estate under construction in our consolidated balance sheets, and $0.1 million and $0.1 million, respectively, is included in General and administrative expenses in our consolidated statements of operations. During the six months ended June 30, 2024 and 2023, we incurred employee reimbursement expenditures to our affiliates acting as development managers of $0.5 million and $0.7 million, respectively, of which $0.3 million and $0.5 million, respectively, is included in Real estate under construction in our consolidated balance sheets, and $0.2 million and $0.2 million, respectively, is included in General and administrative expenses in our consolidated statements of operations. As of June 30, 2024 and December 31, 2023, $0.6 million and $1.3 million, respectively, remained due and payable to our affiliates for employee reimbursement expenditures. 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% of 4.5% of the development budget or hard costs, as applicable. During the year ended December 31, 2023, we incurred $0.4 million of development fees related to the Nashville DMAs, which were capitalized to Real estate under construction in our consolidated balance sheets, with the remaining development fees payable upon our achieving various milestones throughout the development of our Nashville investments. As of June 30, 2024, $0.4 million in development fees related to the Nashville DMAs remained outstanding and payable. Acquisition Fees We will pay our Manager, Sponsor, or an affiliate of our Manager or Sponsor, an acquisition fee equal to 1.5% of the total value of any acquisition transaction, including any acquisition through merger with another entity (but excluding any transactions in which our Sponsor, or an affiliate of our Manager or Sponsor, would otherwise receive a development fee). We did not incur any acquisition fees during the three and six months ended June 30, 2024 and 2023. Insurance Certain family members of our Chief Executive Officer hold a non-controlling beneficial 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. During the three months ended June 30, 2024 and 2023, and we obtained insurance premiums in the aggregate amount of $1.7 million and $2.3 million, respectively, from which Belpointe Specialty Insurance earned commissions and administrative fees of $0.2 million and $0.2 million, respectively. During the six months ended June 30, 2024 and 2023, we obtained insurance premiums in the aggregate amount of $1.9 million and $2.4 million, respectively, from which Belpointe Specialty Insurance earned commissions and administrative fees $0.2 million and $0.2 million, respectively. Insurance premiums are prepaid and are included in Other assets on the consolidated balance sheets. 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.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-5 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-6 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/850/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-6 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 + Details
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