0001713407us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


X			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: ~~333-223022~~000-56428

~~Oaktree~~Brookfield Real Estate Income Trust Inc.

(Exact name of registrant as specified in its charter)


Maryland						82-2365593
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

~~333 South Grand Avenue, 28~~250 Vesey Street, 15th Floor

~~Los Angeles, CA 90071~~New York, NY 10281

(Address of principal executive offices) (Zip Code)

~~(213) 830-6300~~(212) 417-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~Yes~~ ☐ ~~No X~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No X

The number of the registrant’s outstanding shares of common stock, par value $0.01 per share, as of May ~~14, 2021~~16, 2022 was ~~22,237,223,~~42,119,650, consisting of ~~5,413,516~~4,630,988 Class I shares, ~~16,079,328~~28,424,980 Class S shares, ~~and 744,379~~6,335,034 Class C shares and 2,728,648 Class E shares.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

	Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, 20 202021	1
	Consolidated Statements of Operations for the three ~~months~~ ended March 31, ~~2021~~2022 and ~~2020~~2021	3
	Consolidated Statements of Changes in Stockholders' Equity ~~(Deficit)~~ for the three months ended ~~March~~M arch 31, ~~2021~~2022 and 20 2 02021	4
	Consolidated Statements of Cash Flows for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021	5

	Notes to Consolidated Financial Statements	7

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2632

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4249

ITEM 4.	CONTROLS AND PROCEDURES	4351

PART II.	OTHER INFORMATION	4452

ITEM 1.	LEGAL PROCEEDINGS	4452

ITEM 1A.	RISK FACTORS	4452

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	4552

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	4754

ITEM 4.	MINE SAFETY DISCLOSURES	4854

ITEM 5.	OTHER INFORMATION	4854

ITEM 6.	EXHIBITS	4955

SIGNATURES		5056

WEBSITE DISCLOSURE

Investors and others should note that we use our website, ~~www.oaktreeREIT.com~~www.BrookfieldREIT.com, to announce material information to investors and the marketplace. While not all of the information that we post on our website is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in us to review the information that we share on our website. Information contained on, or available through, our website is not incorporated by reference into this document.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~Oaktree~~Brookfield Real Estate Income Trust Inc.

Consolidated Balance Sheets (Unaudited)


		March 31, 2021 (Unaudited)		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Investments in real estate, net	Investments in real estate, net	$	312,757,658	$	315,308,436	Investments in real estate, net	$	1,359,503,676	$	1,065,758,310
Investments in real estate-related loans and securities, net	Investments in real estate-related loans and securities, net	85,789,370		74,464,566		Investments in real estate-related loans and securities, net	50,530,208		55,074,378
Investments in unconsolidated entities						Investments in unconsolidated entities	104,778,146		129,671,086
Intangible assets, net	Intangible assets, net	9,379,298		10,901,176		Intangible assets, net	51,853,480		49,151,909
Cash and cash equivalents	Cash and cash equivalents	27,167,065		32,740,150		Cash and cash equivalents	45,978,238		29,988,565
Restricted cash	Restricted cash	3,740,400		3,279,075		Restricted cash	49,663,098		30,795,049
Accounts and other receivables, net	Accounts and other receivables, net	5,590,827		3,074,459		Accounts and other receivables, net	5,130,943		3,756,111
Other assets	Other assets	888,325		1,105,747		Other assets	17,823,451		10,518,031
Total Assets	Total Assets	$	445,312,943	$	440,873,609	Total Assets	$	1,685,261,240	$	1,374,713,439
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Mortgage loans, net		$	229,243,083	$	229,186,956
Mortgage loans and secured credit facility, net						Mortgage loans and secured credit facility, net	$	949,424,962	$	733,793,220
Unsecured revolving credit facility						Unsecured revolving credit facility	50,000,000		105,000,000
Due to affiliates	Due to affiliates	18,604,324		12,123,459		Due to affiliates	39,030,490		35,890,147
Intangible liabilities, net	Intangible liabilities, net	63,652		69,864		Intangible liabilities, net	28,505,045		28,384,385
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	6,722,532		6,309,381		Accounts payable, accrued expenses and other liabilities	18,199,760		16,223,191
Commitments and contingencies (Note 12)		0		0
Subscriptions received in advance						Subscriptions received in advance	43,215,592		24,380,740
Total Liabilities	Total Liabilities	254,633,591		247,689,660		Total Liabilities	$	1,128,375,849	$	943,671,683
Commitments and contingencies						Commitments and contingencies	0		—
Redeemable non-controlling interests attributable to OP unitholders						Redeemable non-controlling interests attributable to OP unitholders	259,813,176		200,085,855
Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at March 31,2021 and December 31, 2020, respectively		0		0
Common stock, $0.01 par value per share, 1,000,000,000 shares authorized; 20,662,400 and 20,510,001 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		206,624		205,099
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at March 31, 2022 and December 31, 2021, respectively						Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at March 31, 2022 and December 31, 2021, respectively	—		—
Common stock - Class S shares, $0.01 par value per share, 225,000,000 shares authorized; 24,688,249 and 20,045,775 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Common stock - Class S shares, $0.01 par value per share, 225,000,000 shares authorized; 24,688,249 and 20,045,775 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	246,882		200,457
Common stock - Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 3,888,400 and 2,825,208 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Common stock - Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 3,888,400 and 2,825,208 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	38,885		28,253
Common stock - Class T shares, $0.01 par value per share, 225,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021.						Common stock - Class T shares, $0.01 par value per share, 225,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021.	—		—
Common stock - Class D shares, $0.01 par value per share,100,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021.						Common stock - Class D shares, $0.01 par value per share,100,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021.	—		—
Common stock - Class C shares, $0.01 par value per share,100,000,000 shares authorized; 3,479,275 and 1,644,303 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Common stock - Class C shares, $0.01 par value per share,100,000,000 shares authorized; 3,479,275 and 1,644,303 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	34,793		16,443
Common stock - Class E shares, $0.00 par value per share,100,000,000 shares authorized; 2,521,357 and 2,097,971shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively						Common stock - Class E shares, $0.00 par value per share,100,000,000 shares authorized; 2,521,357 and 2,097,971shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	—		—
Additional paid-in capital	Additional paid-in capital	201,847,118		200,440,567		Additional paid-in capital	321,874,638		249,426,060
Accumulated deficit	Accumulated deficit	(18,811,831)		(15,179,566)		Accumulated deficit	(29,898,291)		(23,608,973)
Total Stockholders’ Equity	Total Stockholders’ Equity	183,241,911		185,466,100		Total Stockholders’ Equity	292,296,907		226,062,240
Non-controlling interests attributable to preferred stockholders						Non-controlling interests attributable to preferred stockholders	375,000		375,000
Non-controlling interests attributable to third party joint ventures	Non-controlling interests attributable to third party joint ventures	7,437,441		7,717,849		Non-controlling interests attributable to third party joint ventures	4,400,308		4,518,661
Total Equity	Total Equity	190,679,352		193,183,949		Total Equity	297,072,215		230,955,901
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	445,312,943	$	440,873,609	Total Liabilities and Stockholders' Equity	$	1,685,261,240	$	1,374,713,439

See accompanying notes to consolidated financial statements.

Table of Contents

The following table presents the assets and liabilities of investments consolidated as a variable interest entities for which the Company is determined to be the primary beneficiary.


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Investments in real estate, net	Investments in real estate, net	$	312,757,658	$	315,308,436	Investments in real estate, net	$	228,894,463	$	230,635,634
Intangible assets, net	Intangible assets, net	9,379,298		10,901,176		Intangible assets, net	6,919,479		7,311,796
Cash and cash equivalents	Cash and cash equivalents	3,086,097		3,060,611		Cash and cash equivalents	3,366,673		2,940,040
Restricted cash	Restricted cash	3,740,400		3,279,075		Restricted cash	5,131,229		5,413,888
Accounts and other receivables, net	Accounts and other receivables, net	2,659,913		2,778,108		Accounts and other receivables, net	807,061		597,673
Other assets	Other assets	839,740		1,010,972		Other assets	3,143,196		2,866,289

Total Assets	Total Assets	$	332,463,106	$	336,338,378	Total Assets	$	248,262,101	$	249,765,320

Liabilities	Liabilities					Liabilities
Mortgage loans, net	Mortgage loans, net	$	229,243,083	$	229,186,956	Mortgage loans, net	$	177,185,330	$	177,150,209
Intangible liabilities, net	Intangible liabilities, net	63,652		69,864		Intangible liabilities, net	38,807		45,019
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	5,280,005		4,761,810		Accounts payable, accrued expenses and other liabilities	4,212,616		4,317,033
Total Liabilities	Total Liabilities	$	234,586,740	$	234,018,630	Total Liabilities	$	181,436,753	$	181,512,261

See accompanying notes to consolidated financial statements.

Table of Contents

~~Oaktree~~Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Operations ~~(unaudited)~~(Unaudited)


		For the Three Months Ended				For the Three Months Ended
		March 31, 2021		March 31, 2020				March 31, 2022		March 31, 2021
Revenues	Revenues						Revenues
Rental revenues	Rental revenues	7,231,048		$	5,414,061		Rental revenues	$	21,660,162	$	7,231,048
Other revenues	Other revenues	381,445		326,750			Other revenues	1,892,592		381,445
Total revenues	Total revenues	7,612,493		5,740,811			Total revenues	23,552,754		7,612,493
Expenses	Expenses						Expenses
Rental property operating	Rental property operating	3,315,026		2,016,602			Rental property operating	7,922,420		3,315,026
General and administrative expenses		1,015,798		650,579

General and administrative							General and administrative	1,990,188		1,015,798
Organizational expenses							Organizational expenses	—		—
Management fee	Management fee	554,049		403,896			Management fee	1,196,264		554,049
Performance fee	Performance fee	573,823		811,650			Performance fee	3,513,191		573,823

Depreciation and amortization	Depreciation and amortization	4,324,486		3,389,665			Depreciation and amortization	13,195,191		4,324,486
Total expenses	Total expenses	9,783,182		7,272,392			Total expenses	27,817,254		9,783,182
Fees waived		0		(403,896)
Net expenses		9,783,182		6,868,496
Other income (expense)	Other income (expense)						Other income (expense)
Income from real estate-related loans and securities	Income from real estate-related loans and securities	1,202,332		1,353,627			Income from real estate-related loans and securities	1,070,707		1,202,332

Interest expense	Interest expense	(1,372,457)		(1,416,287)			Interest expense	(6,723,096)		(1,372,457)
Realized gains on investments		980,665		—
Unrealized loss on investments		(12,427)		(1,800,694)
Realized gain on real estate investments, net							Realized gain on real estate investments, net	668,760		980,665
Unrealized gain (loss) on investments, net							Unrealized gain (loss) on investments, net	6,790,924		(12,427)
Total other income (expense)	Total other income (expense)	798,113		(1,863,354)			Total other income (expense)	1,807,295		798,113
Net loss	Net loss	(1,372,576)		(2,991,039)			Net loss	$	(2,457,205)	$	(1,372,576)
Net loss attributable to non-controlling interests		125,278		$	104,594
Net loss attributable to stockholders		$	(1,247,298)	$	(2,886,445)
Net (income) loss attributable to non-controlling interests in third party joint ventures							Net (income) loss attributable to non-controlling interests in third party joint ventures	(5,800)		125,278
Net loss attributable to redeemable non-controlling interests							Net loss attributable to redeemable non-controlling interests	975,024		—
Net loss attributable to Brookfield REIT stockholders							Net loss attributable to Brookfield REIT stockholders	$	(1,487,981)	$	(1,247,298)
Per common share data:	Per common share data:						Per common share data:
Net loss per share of common stock
Basic		$	(0.06)	$	(0.17)
Diluted		$	(0.06)	$	(0.17)
Weighted average number of shares outstanding
Basic		21,277,332		16,833,421
Diluted		21,277,332		16,833,421
Net loss per share of common stock - basic and diluted							Net loss per share of common stock - basic and diluted	$	(0.05)	$	(0.06)
Weighted average number of shares outstanding - basic and diluted							Weighted average number of shares outstanding - basic and diluted	31,696,217		21,277,332

See accompanying notes to consolidated financial statements.

Table of Contents

~~Oaktree~~Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Changes in Stockholders' Equity ~~(Deficit) (unaudited)~~(Unaudited)

For the Three Months Ended March 31, 2021
Par Value
Shares Common
Stock
Class I Common
Stock
Class S Common
Stock
Class C Common
Stock
Class T Common
Stock
Class D Additional
Paid-In
Capital Accumulated
Deficit Total Stockholders'
(Deficit) Equity Non-controlling Interests Total Equity
Balance at December 31, 2020 20,510,001 $ 74,773 $ 130,326 $ 0 $ 0 $ 0 $ 200,440,567 $ (15,179,566) $ 185,466,100 7,717,849 $ 193,183,949
Share-based compensation 6,840 68 — — — — 17,788 — 17,856 — 17,856
Distribution reinvestments 89,013 45 845 — — — 932,683 — 933,573 — 933,573
Class I common stock issued 141,412 1,414 — — — — 1,492,309 — 1,493,723 — 1,493,723
Class S common stock issued 1,416,179 — 14,162 — — — 14,912,108 — 14,926,270 — 14,926,270
Class C common stock issued 73,960 — — 740 — — 784,868 — 785,608 — 785,608
Contributions — — — — — — — — — 31,245 31,245
Distributions — — — — — — — (2,384,967) (2,384,967) (186,375) (2,571,342)
Repurchases (1,575,005) (13,803) (1,946) — — — (15,790,941) — (15,806,690) — (15,806,690)
Offering costs — — — — — — (942,264) — (942,264) — (942,264)
Net loss — — — — — — — (1,247,298) (1,247,298) (125,278) (1,372,576)
Balance at March 31, 2021 20,662,400 $ 62,497 $ 143,387 $ 740 $ 0 $ 0 $ 201,847,118 $ (18,811,831) $ 183,241,911 $ 7,437,441 $ 190,679,352
For the Three Months Ended March 31, 2020
Par Value
Shares Common
Stock
Class I Common
Stock
Class S Common
Stock
Class C Common
Stock
Class T Common
Stock
Class D Additional
Paid-In
Capital Accumulated
Deficit Total Stockholders'
(Deficit) Equity Non-controlling Interests Total Equity
Balance at December 31, 2019 14,997,217 $ 91,456 $ 58,516 $ 0 $ 0 $ 0 $ 145,350,064 $ (5,430,110) $ 140,069,926 $ 5,348,012 $ 145,417,938
Share-based compensation 5,750 58 — — — — 17,713 — 17,771 — 17,771
Distribution reinvestments 30,338 18 285 — — — 306,964 — 307,267 — 307,267
Class I common stock issued 32,309 323 — — — — 324,677 — 325,000 — 325,000
Class S common stock issued 3,005,959 — 30,060 — — — 30,541,025 — 30,571,085 — 30,571,085
Class C common stock issued — — — — — — — — — — 0
Contributions — — — — — — — — — 1,147,187 1,147,187
Distributions — — — — — — — (1,485,593) (1,485,593) (91,559) (1,577,152)
Repurchases (40,271) — (403) — — — (390,534) — (390,937) — (390,937)
Offering Costs — — — — — — (450,911) — (450,911) — (450,911)
Net loss — — — — — — — (2,886,445) (2,886,445) (104,594) (2,991,039)
Balance at March 31, 2020 18,031,302 $ 91,855 $ 88,458 $ 0 $ 0 $ 0 $ 175,698,998 $ (9,802,148) $ 166,077,163 $ 6,299,046 $ 172,376,209


	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at December 31, 2021	$	28,253	$	200,457	$	16,443	$	—	$	249,426,060	$	(23,608,973)	$	226,062,240	$	4,518,661	$	375,000	$	230,955,901
Common stock issued	10,803		45,128		18,350		—		97,623,044		—		97,697,325		—		—		97,697,325
Preferred equity issued	—		—		—		—		—		—		—		—		—		—
Stock-based compensation	—		—		—		—		—		—		—		—		—		—
Distribution reinvestment	170		1,579		—		—		2,573,552		—		2,575,301		—		—		2,575,301
Contributions from non-controlling interests	—		—		—		—		—		—		—		26,497		—		26,497
Distributions	—		—		—		—		—		(4,801,337)		(4,801,337)		(150,650)		—		(4,951,987)
Common stock repurchased	(342)		(281)		—		—		(801,456)		—		(802,079)		—		—		(802,079)
Offering Costs	—		—		—		—		(6,075,724)		—		(6,075,724)		—		—		(6,075,724)
Net income (loss)	—		—		—		—		—		(2,463,005)		(2,463,005)		5,800		—		(2,457,205)
Allocation to redeemable non-controlling interests	—		—		—		—		(20,870,838)		975,024		(19,895,814)		—		—		(19,895,814)
Balance at March 31, 2022	$	38,884	$	246,883	$	34,793	$	—	$	321,874,638	$	(29,898,291)	$	292,296,907	$	4,400,308	$	375,000	$	297,072,215

	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' Equity		Non-controlling Interests Attributable to Third Party Joint Ventures		Non-controlling Interests Attributable to Preferred Stockholders		Total Equity
Balance at December 31, 2020	$	74,773	$	130,326	$	—	$	—	$	200,440,567	$	(15,179,566)	$	185,466,100	$	7,717,849	$	—	$	193,183,949
Stock-based compensation	68		—		—		—		17,788		—		17,856		—		—		17,856
Distribution reinvestment	45		845		—		—		932,683		—		933,573		—		—		933,573
Common stock issued	1,414		14,162		740		—		17,189,285		—		17,205,601		—		—		17,205,601
Contributions	—		—		—		—		—		—		—		31,245		—		31,245
Distributions	—		—		—		—		—		(2,384,967)		(2,384,967)		(186,375)		—		(2,571,342)
Common stock repurchased	(13,803)		(1,946)		—		—		(15,790,941)		—		(15,806,690)		—		—		(15,806,690)
Offering Costs	—		—		—		—		(942,264)		—		(942,264)		—		—		(942,264)
Net income (loss)	—		—		—		—		—		(1,247,298)		(1,247,298)		(125,278)		—		(1,372,576)
Balance at March 31, 2021	$	62,497	$	143,387	$	740	$	—	$	201,847,118	$	(18,811,831)	$	183,241,911	$	7,437,441	$	—	$	190,679,352

See accompanying notes to financial statements.

Table of Contents

~~Oaktree~~Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Cash Flows ~~(unaudited)~~(Unaudited)


		For the Three Months Ended					For the Three Months Ended
		March 31, 2021		March 31, 2020			March 31, 2022		March 31, 2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss	Net loss	$	(1,372,576)	$	(2,991,039)	Net loss	$	(2,457,205)	$	(1,372,576)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by operating activities:						Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	4,324,486		3,389,665		Depreciation and amortization	13,195,191		4,324,486
Management fees	Management fees	554,049		0		Management fees	1,196,264		554,049
Performance fees						Performance fees	3,513,191		—

Amortization of above and below market leases and lease inducements	Amortization of above and below market leases and lease inducements	57,025		53,350		Amortization of above and below market leases and lease inducements	(270,423)		57,025

Amortization of restricted stock grants	Amortization of restricted stock grants	17,856		17,771		Amortization of restricted stock grants	80,625		17,856
Amortization of deferred financing costs	Amortization of deferred financing costs	56,127		45,596		Amortization of deferred financing costs	326,245		56,127
Amortization of origination fees and discount	Amortization of origination fees and discount	(37,506)		(197,316)		Amortization of origination fees and discount	(45,726)		(37,506)

Capitalized interest from the real-estate loans	Capitalized interest from the real-estate loans	(24,289)		—		Capitalized interest from the real-estate loans	(230,837)		(24,289)
Realized gain on investments		(980,665)		0
Unrealized loss on investments		12,427		1,800,694
Realized gain on investments in real estate-related loans and securities						Realized gain on investments in real estate-related loans and securities	(668,760)		(980,665)
Unrealized (gain) loss on investments						Unrealized (gain) loss on investments	(6,790,924)		12,427
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
(Increase) decrease in lease inducements and origination costs		(18,318)		0
Decrease (increase) in other assets		217,422		(551,339)
(Increase) decrease in accounts and other receivables		(230,018)		86,891
(Decrease) increase in accounts payable, accrued expenses and other liabilities		(799,229)		889,148
(Decrease) increase in due to affiliates		604,904		874,288
Net cash (used in) provided by operating activities		2,381,695		3,417,709
Increase in lease inducements and origination costs						Increase in lease inducements and origination costs	(199,877)		(18,318)
(Increase) decrease in other assets						(Increase) decrease in other assets	(485,643)		217,422
Increase in accounts and other receivables						Increase in accounts and other receivables	(1,374,832)		(230,018)
Increase (decrease) in accounts payable, accrued expenses and other liabilities						Increase (decrease) in accounts payable, accrued expenses and other liabilities	1,593,503		(799,229)
Increase in due to affiliates						Increase in due to affiliates	3,076,799		604,904
Net cash provided by operating activities						Net cash provided by operating activities	10,457,591		2,381,695

Cash flows from investing activities	Cash flows from investing activities					Cash flows from investing activities
Acquisition of real estate		0		(41,024,719)
Acquisitions of real estate						Acquisitions of real estate	(308,005,256)		—
Purchase of real estate-related loans and securities	Purchase of real estate-related loans and securities	(16,781,895)		(22,726,513)		Purchase of real estate-related loans and securities	—		(16,781,895)
Proceeds from sale of real estate-related loans and securities	Proceeds from sale of real estate-related loans and securities	4,879,135		0		Proceeds from sale of real estate-related loans and securities	3,086,155		4,879,135
Principal repayments from real estate-related loans		928,414		—
Payment of investment deposit		(2,000,000)		—
Building improvements		(273,378)		(615,663)
Proceeds from principal repayments of real estate-related loans						Proceeds from principal repayments of real estate-related loans	1,710,898		928,414
Payment of investment deposits						Payment of investment deposits	(3,274,743)		(2,000,000)
Capital improvements to real estate						Capital improvements to real estate	(968,603)		(273,378)
Net cash used in investing activities	Net cash used in investing activities	(13,247,724)		(64,366,895)		Net cash used in investing activities	(307,451,549)		(13,247,724)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Borrowings from mortgage loans		0		27,900,000
Proceeds from mortgage loans						Proceeds from mortgage loans	584,960,000		—
Proceeds from secured credit facility						Proceeds from secured credit facility	105,262,797		—
Proceeds from affiliate line of credit						Proceeds from affiliate line of credit	25,000,000		—
Proceeds from sale of preferred membership interests						Proceeds from sale of preferred membership interests	28,831,269		—
Proceeds from issuance of OP units						Proceeds from issuance of OP units	38,000,000		—
Repayment of secured term loan						Repayment of secured term loan	(214,750,000)		—
Repayment of secured credit facility						Repayment of secured credit facility	(256,861,000)		—
Repayments of affiliate line of credit						Repayments of affiliate line of credit	(80,000,000)		—
Payment of deferred financing costs	Payment of deferred financing costs	0		(356,450)		Payment of deferred financing costs	(3,306,300)		—
Proceeds from issuance of common stock	Proceeds from issuance of common stock	16,661,878		30,896,085		Proceeds from issuance of common stock	72,464,686		16,661,878
Subscriptions received in advance						Subscriptions received in advance	43,215,592		—
Repurchases of common stock	Repurchases of common stock	(8,882,074)		0		Repurchases of common stock	(8,490,126)		(8,882,074)
Payment of offering costs	Payment of offering costs	(453,103)		(450,911)		Payment of offering costs	(765,112)		(453,103)
Distributions to non-controlling interests	Distributions to non-controlling interests	(186,375)		(91,559)		Distributions to non-controlling interests	(150,650)		(186,375)
Contributions from non-controlling interests	Contributions from non-controlling interests	31,245		1,147,187		Contributions from non-controlling interests	19,815		31,245
Distributions	Distributions	(1,417,302)		(1,178,326)		Distributions	(1,579,291)		(1,417,302)
Net cash provided by financing activities	Net cash provided by financing activities	5,754,269		57,866,026		Net cash provided by financing activities	331,851,680		5,754,269

Net change in cash and cash-equivalents and restricted cash	Net change in cash and cash-equivalents and restricted cash	(5,111,760)		(3,083,160)		Net change in cash and cash-equivalents and restricted cash	34,857,722		(5,111,760)
Cash and cash-equivalents and restricted cash, beginning of period	Cash and cash-equivalents and restricted cash, beginning of period	36,019,225		31,050,204		Cash and cash-equivalents and restricted cash, beginning of period	60,783,614		36,019,225
Cash and cash-equivalents and restricted cash, end of period	Cash and cash-equivalents and restricted cash, end of period	$	30,907,465	$	27,967,044	Cash and cash-equivalents and restricted cash, end of period	$	95,641,336	$	30,907,465

See accompanying notes to financial statements.

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Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:	Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:	For the Three Months Ended				Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:	For the Three Months Ended
		March 31, 2021		March 31, 2020			March 31, 2022		March 31, 2021
Cash and cash equivalents	Cash and cash equivalents	$	27,167,065	$	23,546,939	Cash and cash equivalents	$	45,978,238	$	27,167,065
Restricted cash	Restricted cash	3,740,400		4,420,105		Restricted cash	49,663,098		3,740,400
Total cash and cash equivalents and restricted cash	Total cash and cash equivalents and restricted cash	$	30,907,465	$	27,967,044	Total cash and cash equivalents and restricted cash	$	95,641,336	$	30,907,465

Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Interest paid	Interest paid	$	1,285,962	$	1,272,067	Interest paid	$	4,619,589	$	1,285,962
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Issuance of Brookfield REIT OP units as consideration for performance fees						Issuance of Brookfield REIT OP units as consideration for performance fees	$	2,345,920	$	—
Accrued distributions	Accrued distributions	$	802,613	$	549,408	Accrued distributions	$	267,500	$	802,613
Accrued stockholder servicing fee	Accrued stockholder servicing fee	$	107,295	$	65,127	Accrued stockholder servicing fee	$	4,393,930	$	107,295
Accrued offering costs	Accrued offering costs	$	478,249	$	—	Accrued offering costs	$	917,482	$	478,249
Distributions reinvested	Distributions reinvested	$	933,573	$	307,267	Distributions reinvested	$	2,575,301	$	933,573

Accrued management fees in due to affiliates						Accrued management fees in due to affiliates	$	575,558	$	—
Management fees paid in shares	Management fees paid in shares	$	543,723	$	0	Management fees paid in shares	$	620,706	$	543,723
Accrued building improvements		$	23,371	$	0
Payable for real estate-related loans and securities		$	0	$	999,750
Accrued capital improvements						Accrued capital improvements	$	38,654	$	23,371
Allocation to redeemable non-controlling interest						Allocation to redeemable non-controlling interest	$	19,895,813	$	—
Reinvested redeemable non-controlling interest						Reinvested redeemable non-controlling interest	$	3,507,671	$	—
Accrued distributions to redeemable non-controlling interest						Accrued distributions to redeemable non-controlling interest	$	514,414	$	—
Real estate related loan repayment in accounts receivable	Real estate related loan repayment in accounts receivable	$	286,350	$	—	Real estate related loan repayment in accounts receivable	$	—	$	286,350
Accrued repurchases in accounts payable	Accrued repurchases in accounts payable	$	768,614	$	390,937	Accrued repurchases in accounts payable	$	(974,480)	$	768,614
Accrued repurchases in due to affiliates	Accrued repurchases in due to affiliates	$	8,793,500	$	0	Accrued repurchases in due to affiliates	$	—	$	8,793,500

See accompanying notes to financial statements.

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~~Oaktree~~Brookfield Real Estate Income Trust Inc.

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization and Business Purpose

Brookfield Real Estate Income Trust Inc. (formerly Oaktree Real Estate Income Trust, Inc.) (the “Company”) was formed on July 27, 2017 as a Maryland corporation and ~~intends~~has elected to ~~maintain its qualification~~be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax ~~purposes.~~purposes commencing with the taxable year ended December 31, 2019. The Company ~~seeks to invest~~invests primarily in ~~well-located, high quality~~high-quality real estate properties in desirable locations - primarily income-producing U.S. commercial real estate ~~assets that generate strong current cash flow and could further appreciate in value~~with upside potential through ~~moderate leasing and repositioning strategies. Moreover, to~~active asset management. To a lesser extent, the Company invests in real estate-related investments, including ~~private loans and traded~~ real estate-related ~~securities that will help maintain liquidity.~~debt and real estate-related securities. The Company is the sole general partner of Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”). Substantially all of the Company's business is conducted through the Operating Partnership. The Company and the Operating Partnership are externally managed by Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”). Prior to the Adviser Transition (as defined below) that occurred on November 2, 2021, the Company was externally managed by Oaktree Fund Advisors, LLC (the ~~“Adviser”~~“Oaktree Adviser” or the "Sub-Adviser"), an affiliate of Oaktree Capital Management, L.P. (“Oaktree”).

On ~~January 9, 2018,~~July 15, 2021, the Company ~~was capitalized~~entered into an adviser transition agreement (the “Adviser Transition Agreement”) with ~~a $200,000 investment by an affiliate~~the Adviser and the Oaktree Adviser. On November 2, 2021, pursuant to the terms of the ~~Adviser.~~Adviser Transition Agreement, among other things, the Company (i) accepted the resignation of the Oaktree Adviser as its external adviser under the previous advisory agreement between the Company and the Oaktree Adviser, and (ii) entered into a new advisory agreement (the “Advisory Agreement”) with the Adviser (together, with the related transactions authorized by the Company’s board of directors or otherwise contemplated in connection with the Company’s entry into the Adviser Transition Agreement, referred to collectively as the “Adviser Transition”).

In addition, on November 2, 2021, the Company, the Adviser and the Operating Partnership entered into sub-advisory agreements with the Oaktree Adviser, pursuant to which the Oaktree Adviser (i) manages certain of the Company’s real estate properties and real estate-related debt investments that were acquired by the Company prior to the Adviser Transition and (ii) selects and manages the Company’s liquid assets.

The Company ~~has~~had previously registered with the Securities and Exchange Commission (the ~~"SEC"~~“SEC”)~~, an~~ its initial public offering of up to ~~$1,600,000,000~~$2,000,000,000 in shares of common stock (the "Previous Offering"), which was initially declared effective on April 30, 2018 and terminated on November 2, 2021. The Company subsequently registered a follow-on offering with the SEC of up to $7,500,000,000 in shares of common stock, consisting of up to $6,000,000,000 in shares in its primary offering and up to ~~$400,000,000~~$1,500,000,000 in shares pursuant to its distribution reinvestment plan, which was declared effective on November 2, 2021 (the ~~“Offering”~~“Current Offering” and with the Previous Offering, the "Offering").

The Company is ~~selling~~offering to the public any combination of ~~the~~ 4 classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The publicly offered share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees.

As of December 6, 2019, the Company had satisfied the minimum offering requirement and the Company’s board of directors had authorized the release of proceeds from escrow. As of such date, the escrow agent released gross proceeds of approximately $150.0 million (including approximately $86.9 million that was funded by Oaktree Fund GP I, L.P.) to the Company in connection with the sale of shares of the Company’s common stock. The purchase price per share for each class of common stock ~~in the Offering will vary~~varies and ~~will~~ generally ~~equal~~equals the Company’s prior month’s net asset value (“NAV”) per share, as determined monthly, plus applicable upfront selling commissions and dealer manager fees. The Company intends to continue selling shares on a monthly basis.

In addition to the Offering, the Company is conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(a)(2) and Regulation S thereunder. The Company is also offering Class E shares to Brookfield and certain of its affiliates in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2).

As of March 31, ~~2021,~~2022, the Company owned 518 investments in real estate, 5one investment in an unconsolidated real-estate venture, 4 investments in real estate-related loans, and ~~seven~~3 investments in floating-rate commercial mortgage backed securities ("CMBS").

~~2. Capitalization~~

As of March 31, 2021, the Company was authorized to issue up to 1,000,000,000 shares of common stock. On April 11, 2018, the Company amended and restated its charter to authorize the following classes of stock:

Classification No. of
Authorized Shares Par Value
Per Share
Preferred stock 50,000,000 $ 0.01
Class T common stock 250,000,000 $ 0.01
Class S common stock 250,000,000 $ 0.01
Class D common stock 125,000,000 $ 0.01
Class C common stock 125,000,000 $ 0.01
Class I common stock 250,000,000 $ 0.01
1,050,000,000

3.2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited ~~interim~~consolidated financial statements have been prepared in accordance with ~~the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by~~ accounting principles generally accepted in the United States of America (“GAAP”) for ~~complete~~interim financial ~~statements.~~information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. Certain comparative figures have been reclassified to conform to the current year presentation. These statements

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reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. ~~However,~~The accompanying unaudited consolidated interim financial statements should be read in conjunction with the ~~results of operations~~audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the ~~interim period presented are not necessarily indicative of the results that may be expected for the~~fiscal year ~~ending~~ended December 31, 2021 ~~or any other future period.~~filed with the SEC.

The Company consolidates all entities in which it retains a controlling financial interest through majority ownership or voting rights and entities that meet the definition of a variable interest entity (“VIE”) for which it is deemed to be the primary beneficiary. ~~In performing an analysis of whether it is~~

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the primary beneficiary, at initial investment and at each quarterly reporting period, the Company considers whether it individually has the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The ~~determination of whether an entity is a VIE, and whether the~~ Company is the primary beneficiary ~~involves significant judgments, including the determination~~ of ~~which activities most significantly affect the entity’s performance, estimates about the current and future fair values and performance of assets held by the entity and/or general market conditions.~~

~~If an entity is determined to be~~ a VIE ~~the Company evaluates whether~~when it ~~is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and benefits. The Company consolidates a VIE if it~~ has ~~both power and benefits—that is,~~ (i) the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE, or the right to receive benefits from the VIE that potentially could be significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates the Operating Partnership because it has the ability to direct the most significant activities of the entities as its sole general partner. The Company also consolidates all VIEs for which it is the primary ~~beneficiary, including~~beneficiary. Where the ~~Company’s joint ventures with TruAmerica Multifamily, LLC (“TruAmerica”), Hines Interests Limited Partnership (“Hines”), Holland Partner Group (“Holland”) and Waterford Property~~ Company (“Waterford”) to hold the Anzio Apartments/Arbors, Two Liberty, Ezlyn and Lakes properties, respectively (see Note 4). As of March 31, 2021, the total assets and liabilities of the Company’s consolidated VIEs, were $332.5 million and $234.6 million, respectively. Such amounts are included on the Company’s Consolidated Balance Sheets. For each of our Company’s consolidated VIEs, certain assets are pledged as collateral for specific obligations of the VIE. There are no creditors or other partners of the Company’s consolidated VIEs that have recourse to its general credit. The Company’s maximum exposure to the Company’s consolidated VIEs is limited to the Company’s variable interests in each VIE.

If a legal entity fails to meet any of the three characteristics of a VIE (due to insufficiency of equity, existence of non-substantive voting rights, or lack of a controlling financial interest), the Company then evaluates such entity under the voting model. Under the voting model, the Company consolidates the entity if it determines that it, directly or indirectly, has greater than 50% of the voting rights and that other equity holders do not have substantive participating rights.

~~If the Company has a variable interest in a VIE but is not the primary beneficiary, or if the Company has the ability to exercise significant influence over a voting interest entity but~~ does not have ~~control, it accounts~~the power to direct the activities of the VIE that most significantly impact its economic performance, the Company's interest for ~~its investment~~those partially owned entities are accounted for using the equity method of accounting.

~~COVID-19~~ Equity method investments for which the Company has not elected a fair value option ("FVO") are initially recorded at cost and subsequently adjusted for the Company's pro-rata share of net income, contributions, and distributions. When the Company elects the FVO, the Company records its share of net asset value of the entity and any related unrealized gains and losses.

The ~~global pandemic of a new strain of coronavirus known as COVID-19 continues~~Operating Partnership and the Company's joint ventures are considered to ~~adversely impact global commercial activity and~~be VIEs. The Company consolidates these entities, excluding its equity method investments, because it has ~~contributed~~the ability to direct the most significant ~~uncertainty and volatility in financial markets. The global impact~~activities of the ~~outbreak has been rapidly evolving,~~entities such as purchases, dispositions, financings, budgets, and ~~has spread around~~overall operating plans.

For consolidated joint ventures, the ~~world with many countries~~non-controlling partner's share of the assets, liabilities, and ~~other jurisdictions instituting quarantines, shelter in place orders, restrictions on travel, and limiting significantly~~ operations of ~~non-essential businesses~~each joint venture is included in ~~an effort~~non-controlling interests as equity of the Company. The non-controlling joint venture partner's interest is generally computed at the joint venture partner's ownership percentage. Certain of the joint ventures formed by the Company provide the other partner a profits interest based on certain internal rate of return hurdles being achieved. Any profits interest due to ~~reduce~~ the ~~spread~~other partner is reported within non-controlling interest.

Use of infection. Among other effects, these actions have created a disruption in global supply chains, a reduction in purchases by consumers, significantly increased unemployment, a demand shock in oil prices and have adversely impacted a number of industries directly, such as transportation, hospitality and entertainment as well as economic stimulus and other government intervention.Estimates

The ~~rapid development and fluidity of this situation is without precedent in modern history and the ultimate adverse impact~~preparation of the ~~novel coronavirus~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities and accrued expenses at ~~this time is unknown. Nevertheless,~~ the novel coronavirus presents material uncertainty and risk with respect to the Company’s performance and financial results, such as negative impact to occupancy, rent collections, results of operations or market valuesdate of the Company’s properties, increased costs of operations, increased risk of defaults in its portfolio of real estate debt investments, decreased availability of financing arrangements, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

As of May 14, 2021, approximately one-third of the population in the United States of America had received a coronavirus vaccination. Federal, state and city governments continue to lift coronavirus-related restrictions to varying levels. As jurisdictions and businesses reopen, economic activity is expected to improve, but there is no certainty that this will be the case.balance sheet. The Company ~~is unable to estimate~~believes the ~~impact~~estimates and assumptions underlying the ~~changing situation will have~~consolidated financial statements are reasonable and supportable based on ~~its financial results at this time.~~the information available as of March 31, 2022.

Investments in Real Estate

In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business.

The Company evaluates each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business. Generally, acquisitions of real estate or in-substance real estate are not expected to meet the definition of a business because substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets (i.e. land, buildings and related intangible assets) or because the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. ~~When evaluating acquired service or management contracts, the Company considers the nature of the services performed, the terms of the contract relative~~All property acquisitions to similar arm’s length contracts, and the availability of comparable service providers in evaluating whether the acquired contract constitutes a substantive process. The acquisitions of Anzio Apartments, Two Liberty,

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~~Ezlyn, Lakes and Arbors properties were~~date have been accounted for as asset acquisitions because substantially all of the fair value was concentrated in the land, buildings and related intangible assets.

~~For acquisitions~~The Company capitalizes acquisition-related costs associated with asset acquisitions. Upon acquisition of ~~real estate and in-substance real estate that are accounted for as business combinations,~~a property, the Company ~~recognizes~~assesses the ~~assets acquired (including the intangible~~fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- or below-market leases, acquired in-place leases, ~~tenant relationships~~ and other intangible assets orand assumed liabilities)~~, liabilities assumed, noncontrolling interests,~~ and ~~previously existing ownership interests, if any, at fair value as of~~allocates the acquisition date. Any excess (deficit) of the consideration transferred relative to the fair value of the net assets acquired is recognized as goodwill (bargain purchase gain). In business combinations, the preliminary purchase price allocation may be subject to change based upon additional information about facts and circumstances that existed as of the acquisition date, with such measurement period extending no later than 12 months from the acquisition date. Acquisition costs related to business combinations are expensed as incurred.

Acquisitions of real estate and in-substance real estate that do not meet the definition of a business are accounted for as asset acquisitions. The accounting model for asset acquisitions is similar to the accounting model for business combinations except that the consideration transferred (including acquisition costs) is allocated to the acquired assets and assumed ~~liabilities on a relative~~liabilities. The Company assesses and considers fair value ~~basis. As a result, asset acquisitions do not result in the recognition of goodwill~~ based on estimated cash flow projections that utilize discount and/or ~~a bargain purchase gain. The results of operations of acquired properties are included in the Company’s results of operations from the respective dates of acquisition.~~capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows ~~used to estimate the fair values of identifiable assets acquired and liabilities assumed~~ are based ~~upon~~on a number of factors including the ~~property’s~~ historical operating results, known and anticipated trends, and market and economic conditions. ~~Values of buildings and improvements are determined on an as-if-vacant basis.~~

The estimated fair value of acquired in-place leases include the costs the Company would have incurred to lease the properties to their occupancy levels at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs and other direct costs that would be incurred to lease the properties to such occupancy levels. The Company evaluates avoided costs over the time period over which occupancy levels at the date of acquisition would be achieved had the property been acquired

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vacant. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases are amortized over the remaining lease terms as a component of depreciation and amortization expense.

For acquired in-place leases, above- and below-market lease values are recorded based on the present value (using an interest rate that reflects the risks associated with the lease acquired) of the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The values of acquired above- and below-market leases are amortized over the terms of the related leases and recognized as either increases (for below-market leases) or decreases (for above-market leases) to rental revenue. Should a tenant terminate its lease, the unamortized portion of the in-place lease value is charged to amortization expense and the unamortized portion of the above- or below-market lease value is charged to rental revenue.

~~Expenditures that improve or extend the life of an acquired property~~Significant improvements to properties are capitalized and depreciated over their estimated useful life. Expenditures for ordinary ~~maintenance~~repairs and ~~repairs~~maintenance are expensed to operations as incurred.

The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:


Description		Depreciable Life
Building		30-40 years
Building and site improvements	~~5-10~~	5-21 years
Furniture, fixtures and equipment	~~1-7~~	1-9 years
Tenant improvements		Shorter of estimated useful life or lease term
In-place lease intangibles		Over lease term
Above and below market leases		Over lease term
Lease origination costs		Over lease term
Present value of tax abatement savings		Over tax abatement period

When assets are sold or retired, their costs and related accumulated depreciation are removed from the accounts with the resulting gains or losses reflected in net income or loss for the period.

The ~~Company~~Company's management reviews its real estate ~~portfolio on a periodic basis to ascertain if there are any indicators of~~properties for impairment ~~in the carrying values of any of its real estate assets, including deferred costs and intangibles, in order to determine if~~when there is ~~any need for~~ an ~~impairment charge.~~event or change in circumstances that indicates an impaired value. In reviewing the portfolio, the ~~Company~~Company's management examines the type of asset, the economic situation in the area in which the asset is located, the economic situation in the industry in which the tenant is involved and the timeliness of the payments made by the tenant under its lease, changes in holding period, as well as any current correspondence that may have been had with the tenant, including property inspection reports. For each real estate asset for which indicators of impairment are identified, the Company

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performs a recoverability analysis that compares future undiscounted cash flows expected to result from the Company's use and eventual disposition of the asset to its carrying value. If the undiscounted cash flow analysis yields an amount which is less than the ~~assets’~~asset's carrying amount, an impairment loss will be recorded equal to the amount by which the carrying value of the asset exceeds its estimated fair value. ~~The estimated fair value is determined using a discounted cash flow model of the expected future~~Since cash flows ~~through the useful life of the property. Real~~on real estate ~~assets that are expected~~properties considered to be ~~disposed~~“long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, the Company’s strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If the Company’s strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material to the Company’s results. During the periods presented, no such impairment occurred.

Assets Held for Sale

The Company classifies the assets and liabilities related to its real estate investments as held for sale when a sale is probable to occur within one year. The Company considers a sale to be probable when a binding contract has been executed, the buyer has posted a non-refundable deposit, and there are ~~valued~~limited contingencies to closing. The Company classifies held for sale assets and liabilities at the lower of ~~carrying amount~~depreciated cost or fair value less ~~costs to sell on an individual asset basis. As~~closing costs. There were no properties held for sale as of March 31, ~~2021,~~2022 and December 31, 2021.

Investments in Unconsolidated Entities

Investments in unconsolidated entities are initially recorded at cost and subsequently adjusted for the Company’s pro-rata share of net income, contributions, and distributions. The Company’s investments in unconsolidated entities are periodically assessed for impairment and an impairment loss would be recorded when the fair value of the investment falls below the carrying value and such decline is determined to be other-than-temporary.

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The Company ~~had not identified any indicators~~has elected the FVO for its investment in unconsolidated entities and therefore reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of ~~impairment with respect to its real estate portfolio.~~Unrealized gain on investments, net on the Company's Consolidated Statements of Operations.

Investments in Real Estate-Related Loans and Securities

~~Loans~~Real estate-related loans that the Company has the intent and ability to hold for the foreseeable future are classified as held for investment. Originated loans are recorded at amortized cost, or outstanding unpaid principal balance less net deferred loan fees. Net deferred loan fees include unamortized origination and other fees charged to the borrower less direct incremental loan origination costs incurred by the Company. Purchased loans are recorded at amortized cost, or unpaid principal balance plus purchase premium or less unamortized discount. Costs to purchase loans are expensed as incurred.

Interest income related to the Company's loans is recognized based upon contractual interest rate and unpaid principal balance of the ~~loans.~~loans as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations. Net deferred loan fees on originated loans are deferred and amortized as adjustments to interest income over the expected life of the loans using the effective yield method. Premium or discount on purchased loans are amortized as adjustments to interest income over the expected life of the loans using the effective yield method. When a loan is prepaid, prepayment fees and any excess of proceeds over the carrying amount of the loan are recognized as additional interest income.

~~Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming~~The Company assesses its real estate-related loans for impairment and ~~placed on nonaccrual. Interest receivable is reversed against interest income when~~ loans are placed on nonaccrual status. Interest collected on a nonaccrual loan is either recognized as income on a cash basis or applied as a reduction to the loan’s carrying value, depending on the ultimate collectability of the loan. Loans may be restored to accrual status when all principal and interest are current and full repayment of the remaining contractual principal and interest are reasonably assured.

Unrealized gain/loss on floating rate debt security investments are determined using price quotations provided by independent third party valuation firms and are included in other income (expense) on the consolidated statement of operations.

~~Loans~~ are considered to be impaired when it is probable that the Company will not be able to collect all amounts due in accordance with contractual terms, including consideration of the underlying collateral value. As of March 31, ~~2021,~~2022, each of the Company’s ~~real-estate related~~real estate-related loans was performing in accordance with its contractual terms and ~~management~~no impairment loss has ~~not established an allowance for loan losses.~~

~~Use of Estimates~~been recognized.

The ~~preparation~~Company has elected to classify its real estate debt securities as trading securities and carry such investments at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized gain on investments, net on the ~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts~~Company’s Consolidated Statements of assets and liabilities and disclosures of contingent assets and liabilities and accrued expenses at the date of the balance sheet. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportableOperations. Interest income from trading securities is recognized based on the ~~information available~~stated terms of the security. Interest income from real estate-related debt securities is recorded as a component of ~~March 31, 2021. However, uncertainty over the ultimate impact COVID-19 will have~~Income from real estate-related loans and securities on the ~~global economy and the Company’s business makes any estimates and assumptions as~~accompanying Consolidated Statements of ~~March 31, 2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results could differ from those estimates.~~Operations.

Revenue Recognition

Rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties. ~~Rental revenue~~Base rent is recognized on a straight-line basis over the life of the lease, including any rent steps or abatement provisions. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Other rental revenues include amounts due from tenants for costs related to common area maintenance, real estate taxes, and other recoverable costs included in lease agreements. The Company recognizes the reimbursement of such costs incurred as tenant reimbursement income.

The Company ~~periodically reviews tenant~~evaluates the collectability of receivables ~~and unbilled rent receivables~~related to ~~determine whether they are collectible.~~rental revenue on an individual lease basis. In making this determination, the Company considers ~~each tenant’s~~the length of time a receivable has been outstanding, tenant credit-worthiness, payment history, ~~and~~available information about the financial ~~condition. If a receivable is deemed to be uncollectible, the Company will either reserve for the receivable through an allowance, or write-off the receivable.~~

~~On April 10, 2020, the Financial Accounting Standards Board (FASB) staff issued a question-and-answer document to address stakeholder questions on the application~~condition of the ~~lease accounting guidance for lease concessions related to the effects of the COVID-19 pandemic.~~

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~~Many lessors~~tenant, and current economic trends, among other factors. Tenant receivables that are or will be, providing lease concessions to tenants impacted by the economic disruptions caused by the pandemic. For concessions related to the effects of the COVID-19 pandemic, an entity will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the accounting for a change in lease provisions guidance in Accounting Standard Codification 840, Leases, to those contracts.

The Company has provided rent deferrals as concessions to tenants impacted by the pandemic. The Company has concluded that each concession does not represent a substantial increase in the rights of the lessor or the obligations of the lessee. Accordingly, the Company has elected to not account for each concessiondeemed uncollectible are recognized as a change in the provisions of the lease and rather, has assumed each concession was always contemplated by the contract. During the three months ended March 31, 2021, the Company provided a rent deferralreduction to ~~one tenant for an immaterial amount.~~rental revenue.

Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure.

Restricted Cash

AsRestricted cash primarily consists of ~~March 31, 2021,~~cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company's transfer agent but in the name of the Company. The remaining balance of restricted cash primarily consists of ~~$3.7 million consisted of $0.6 million for~~amounts in escrow related to real estate taxes, construction reserves ~~$0.4 million~~and insurance in connection with mortgages at certain of the Company's property and tenant security ~~deposits and $2.7 million for~~deposits.

Foreign Currency

In the normal course of business, the Company makes investments in real estate ~~taxes. As~~outside the United States ("U.S.") through subsidiaries that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities of ~~December 31, 2020, restricted cash~~these foreign subsidiaries are translated to U.S. dollars at the prevailing exchange rate at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Gains and losses from translation of ~~$3.3 million consisted~~foreign denominated transactions into U.S. dollars are included in current results of ~~$2.4 million for construction reserves, $0.4 million~~operations as a component of ~~security deposits and $0.5 million for real estate taxes.~~Unrealized gain on investments, net on the Company’s Consolidated Statements of Operations.

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Deferred Charges

The Company’s deferred charges include financing and leasing costs. Deferred financing costs include legal, structuring, and other loan costs incurred by the Company for its financing agreements. Deferred financing costs related to the Company’s mortgage notes and term loans are recorded as an offset to the related liability and amortized over the term of the applicable financing instruments. Deferred financing costs related to the Company’s revolving credit ~~facilities and affiliate line of credit~~facility are recorded as a component of Other Assets on the Company’s Consolidated Balance Sheets and amortized over the term of the applicable financing agreements. Deferred leasing costs incurred in connection with new leases, which consist primarily of brokerage and legal fees, are recorded as a component of Other Assets on the Company’s Consolidated Balance Sheets and amortized over the life of the related lease.

Derivative Instruments

In the normal course of business, the Company is exposed to the effect of interest rate ~~changes.~~changes and, with regard to its non-U.S. investments, changes in foreign currency exchange rates. The Company seeks to manage these risks by following established risk management policies and procedures including the use of derivatives to hedge interest rate ~~risk on debt instruments.~~ and currency rate risk. These financial instruments may include interest-rate swaps and other derivative contracts.

The Company recognizes all derivatives as either assets or liabilities in the accompanying Consolidated Balance Sheets and measures those instruments at fair value. ~~When~~Changes in the ~~Company enters into a derivative contract, it may or may not elect to designate~~fair values of the derivative as a hedging instrument and apply hedge accounting as part of its overall risk management strategy. In other situations, when a derivative does not qualify for hedge accounting or when the derivative and the hedged itemCompany's derivatives are ~~both~~ recorded in current-period earnings ~~and thus deemed to be economic hedges, hedge accounting is not applied. Freestanding derivatives are financial instruments that~~as a component of Unrealized gain on investments, net on the ~~Company enters into as part~~accompanying Consolidated Statements of ~~its overall risk management strategy but do not utilize hedge accounting. These financial instruments may include interest-rate swaps and other derivative contracts.~~Operations. As of March 31, ~~2021,~~2022, the Company had 1one interest-rate cap, one currency swap contract and 1one interest-rate swap contract. The derivatives are accounted for as freestanding ~~instruments~~ and changes in fair value are recorded in current-period earnings.

~~Non-Controlling Interests~~

Non-controlling interests of $7.4 million as of March 31, 2021 and $7.7 million as of December 31, 2020 represent interests held by TruAmerica, Hines, Holland and Waterford, our joint venture partners in Anzio Apartments/Arbors, Two Liberty, Ezlyn and Lakes, respectively.

Fair Value Measurement

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchal framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

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Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

~~The carrying values~~Valuation of ~~cash~~Assets and cash equivalents, restricted cash, accounts receivable and other receivables, accounts payable, accrued liabilities and other liabilities approximate fair value because of the short-term nature of these instruments and falls under the Level 2 hierarchy. The estimated fair values of the Company’s real estate-related loan, mortgage loan and line of credit approximate their fair values since they bear interestLiabilities Measured at floating rates and were recently originated and falls under the Level 2 hierarchy. The Company’s derivative is classified as Level 2 and its fair value is derived from estimated values obtained from observable market data for similar instruments.Fair Value

The ~~Company uses significant judgement to estimate fair values of~~Company's investments in real estate, and other intangible assets. In estimating their values, the Company considers significant unobservable inputs such as estimated cash flow projections that utilize appropriate discount and capitalization rates and available comparable market information. Estimates of future cash flowsestate-related securities are ~~based on a number of factors, including the historical operating results, known and anticipated trends, and market/economic conditions that may affect the property. These inputs are Level 3 inputs.~~

~~Valuation of assets measured~~reported at fair ~~value~~

value. The Company elected the fair value option for its investments in commercial mortgage backed securities (“CMBS”). As such, any unrealized gains or losses on its investments in CMBS are recorded as a component of unrealized gains or losses on the investments on the Consolidated Statements of Operations. The Companygenerally determines the fair value of its ~~CMBS~~investments in real estate-related securities by utilizing third-party pricing service ~~providers and broker-dealer quotations on the basis of last available bid price.~~

providers. In determining the ~~fair~~ value of a particular investment, the pricing service providers may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate debt generally consider the attributes applicable to a particular class of the security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. The inputs used in determining the Company’s real estate-related securities reported at fair value are considered Level 2.

The Company's derivative financial instruments are reported at fair value. The fair value of the Company's interest rate swap is determined using a discounted cash flow analysis based on the terms of the contract and the forward interest rate curve adjusted for the Company's nonperformance risk. The fair value of the Company’s interest rate cap is determined using models developed by the respective counterparty as well as third-party pricing service providers that use as their basis readily

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observable market parameters (such as forward yield curves and credit default swap data). The fair value of the Company’s foreign currency swap is determined by comparing the contracted forward exchange rate to the current market exchange rate. The current market exchange rates are determined by using market spot rates, forward rates and interest rate curves for the underlying instruments. The inputs used in determining the Company’s derivative financial instruments reported at fair value are considered Level 2.

The Company has elected the FVO for its equity method investment and therefore, reports this investment at fair value. As such, the resulting unrealized gains and losses are recorded as a component of Unrealized gain on investments, net on the Company’s Consolidated Statements of Operations. The Company separately values the assets and liabilities of the equity method investment. To determine the fair value of the assets of the equity method investments, the Company utilizes a discounted cash flow methodology, taking into consideration various factors including discount rate and exit capitalization rate. The Company determines the fair value of the indebtedness of the equity method investment by modeling the cash flows required by the debt agreements and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. After the fair value of the assets and liabilities are determined, the Company applies its ownership interest to the net asset value and reflects this amount as its equity method investment at fair value. The inputs used in determining the Company’s equity method investment carried at fair value are considered Level 3.

The Company's carrying values of cash and cash equivalents, restricted cash, accounts receivable and other receivables, accounts payable, accrued liabilities and other liabilities approximate fair value because of the short-term nature of these instruments.

The following table details the Company’s assets measured at fair value on a recurring basis:


	March 31, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Investments in real estate-related securities	$	—	$	16,401,173	$	—	$	16,401,173	$	—	$	19,511,008	$	—	$	19,511,008
Investment in unconsolidated entities	—		—		104,778,146		104,778,146		—		—		100,839,817		100,839,817
Derivatives	—		4,489,374		—		4,489,374		—		1,430,697		—		1,430,697
Total	$	—	$	20,890,547	$	104,778,146	$	125,668,693	$	—	$	20,941,705	$	100,839,817	$	121,781,522

The following table details the Company's assets measured at fair value on a recurring basis using Level 3 inputs:


	Investment in unconsolidated entities
Balance as of December 31, 2021	$	100,839,817
Included in net income
Unrealized gain included in income from unconsolidated entities	3,938,329
Balance as of March 31, 2022	$	104,778,146

Valuation of Liabilities Not Measured at Fair Value

The fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an appropriate discount rate. Additionally, the Company considers current market rate and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3. As of March 31, ~~2021 and December 31, 2020,~~2022, the fair value of the Company’s ~~investments in CMBS were classified as Level 3.~~mortgage loans, secured credit facility, and revolving credit facility was approximately $7.3 million below the outstanding principal balance.

Income Taxes

The Company ~~has elected~~qualifies to be taxed as a REIT under ~~Sections 856 through 860 of~~ the Internal Revenue Code of 1986, as amended ~~commencing with its taxable year ending December 31, 2019. As a REIT, the~~(the "Code"), for U.S. federal income tax purposes. The Company ~~does~~generally will not ~~incur~~be subject to federal corporate income tax ifto the extent it distributes 90% of its taxable income to its stockholders each year. Any deferred tax assets arising from the Company’s taxable loss carryforwards during periods prior to making a REIT election have been fully reserved, since it is unlikely such benefits will be realized.stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

The Company has formed wholly-owned subsidiaries that are taxed as taxable REIT subsidiaries (“TRSs”) that are subject to taxation at the federal, state and local levels, as applicable. In general, a TRS may perform additional services for our tenants

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and generally may engage in any real estate or non-real estate-related business. The Company will account for applicable income taxes by utilizing the asset and liability method. As such, the Company will record deferred tax assets and liabilities for the future tax consequences resulting from the difference between the carrying value of existing assets and liabilities and their respective tax basis. A valuation allowance for deferred tax assets is provided if the Company believes all or some portion of the deferred tax asset my not be realized.

As of December 31, 2021, 2020 and 2019, the Company had net operating losses (“NOLs”) of $4.0 million, $3.2 million, and $0.4 million, respectively. The Company has not recorded a deferred tax asset in the accompanying Consolidated Financial Statements with respect to its NOLs since it is unlikely such benefits will be realized.

Organization and Offering Expenses

~~Organization~~As of March 31, 2022 and December 31, 2021, the Adviser and its affiliates had incurred approximately $9.3 million and $8.4 million, respectively, of organization and offering expenses on the Company's behalf, which will be reimbursed ratably over a 60 month period following July 6, 2022.

Organizational expenses are expensed as incurred and offering expenses are reflected as a reduction of additional paid-in capital as such amounts will be reimbursed to the Adviser or its affiliates from the gross proceeds of the Offering. Any ~~amounts~~amount due to the Adviser but not paid are ~~recognized~~recorded as ~~a liability~~Due to affiliates on the ~~balance sheet.~~

As of March 31, 2021 and December 31, 2020, our Adviser and its affiliates had incurred approximately $6.2 million and $5.7 million, respectively, of organization and offering expenses on our behalf. The Company has agreed to reimburse these expenses ratably over a 60 month period beginning on July 6, 2022.

accompanying Consolidated Balance Sheets.

Earnings Per Share

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~~The~~ Company uses the two-class method in calculating earnings per share ("EPS") when it issues securities other than common stock that contractually entitle the holder to participate in dividends and earnings of the Company when, and if, the Company declares dividends on its common stock. Basic earnings per share ("Basic EPS") for the Company's common stock are computed by dividing net income allocable to common shareholders by the weighted average number of shares of common stock outstanding for the period, respectively. Diluted earnings per share ("Diluted EPS") is calculated similarly, however, it reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, where such exercise or conversion would result in a lower earnings per share amount.

~~We include~~The Company includes unvested shares of restricted stock in the computation of diluted EPS by using the more ~~dilutive~~dilutive of the two-class method or treasury stock method. Any anti-dilutive securities are excluded from the diluted EPS calculation. For ~~each of~~ the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, there were 0no dilutive participating securities.

Segment Reporting

The Company operates in 3six reportable segments: multifamily properties, office properties, logistics properties, alternative properties, investments in unconsolidated entities and real estate-related loans and securities. The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that segment net operating income is the key performance metric that captures the unique operating characteristics of each segment.

~~Share-Based Compensation~~

Equity-classified stock awards granted to employees and non-employees that have a service condition are measured at fair value at date of grant and re-measured at fair value only upon a modification of the award.Stockholder Servicing Fee

The Company ~~recognizes compensation expense on~~has entered into a ~~straight-line basis over the requisite service period of each award,~~dealer manager agreement with Brookfield Oaktree Wealth Solutions LLC, a registered broker-dealer affiliated with the ~~amount of compensation expense recognized at~~Adviser (“Dealer Manager”), to serve as the ~~end of a reporting period at least equal~~dealer manager for the ~~portion of fair value~~Current Offering. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees up to 3.5% of the ~~respective award at grant date or modification date, as applicable, that has vested through that date. Compensation expense, which~~transaction price and ongoing stockholder servicing fees of 0.85% per annum of the aggregate NAV for outstanding Class S and Class T shares with a limit up to, in the aggregate, 8.75% of the gross proceeds from such shares. The Dealer Manager is ~~adjusted~~entitled to receive upfront selling commissions up to 1.5% of the transaction price and ongoing stockholder servicing fees of 0.25% per annum of the aggregate NAV for ~~actual forfeitures upon occurrence, is included as~~outstanding Class D shares with a ~~component~~limit up to, in the aggregate, 8.75% of ~~general~~the gross proceeds from such shares. There are no upfront selling commissions, dealer manager fees and ~~administrative expense on the statements of operations.~~ongoing stockholder servicing fees with respect to Class I shares.

Recent Accounting Pronouncements

In ~~March 2020,~~June 2016, the Financial Accounting Standards Board ~~(“FASB”~~(the “FASB”) issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments to amend the accounting for credit losses for certain financial instruments. The standard replaced the incurred loss impairment methodology pursuant to GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. As of January 1, 2022, the Company adopted this guidance ~~which provides temporary optional expedients~~ and ~~exceptions to~~it did not have a material impact on the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates. The guidance is effective upon issuance and generally may be elected over time through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through March 31, 2021, but will continue to evaluate the possible adoption (including potential impact) of any such expedients or exceptions during the effective period as circumstances evolve.Company’s Consolidated Financial Statements.

In February 2016, the FASB issued ~~a new leasing standard~~ASU 2016-02 - Leases (Topic 842), and related ASU's subsequently issued (collectively, "ASC 842"), which requires lessees to ~~clarify~~classify leases as either finance or operating leases based on certain criteria and record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for

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sales-type leases, direct financing leases and operating leases. As of January 1, 2022, the Company adopted the lease guidance. The ~~standard also eliminates current real estate-specific provisions and changes initial direct costs and lease executory costs~~Company’s rental revenue primarily consists of base rent arising from tenant leases at the Company’s properties under operating leases. The Company elected to apply the practical expedient available under ASC 842, for all ~~entities. The new guidance will require lessees and lessors to capitalize, as initial direct costs, only those costs that are incurred due to the execution~~classes of a lease, with any other costs incurred, including allocated indirect costs, expensed as incurred. In addition, the new standard requires that lease and nonlease components of a contract be bifurcated, with nonlease components (including reimbursements for real estate taxes, utilities, insurance and other common area maintenance and other executory costs) subject to the new revenue recognition standard effective upon adoption of the new leasing standard. In July 2018, the FASB issued an amendment to the leasing standard that allows lessors to elect, as a practical expedient,assets, not to ~~allocate~~segregate the ~~total consideration in a contract to~~ lease ~~and~~components from the non-lease components ~~based on their relative standalone selling prices. Rather, this practical expedient allows lessors to elect to account~~when accounting for ~~the combined component as an~~ operating lease if (i) the timing and pattern of transfer of the lease component and nonlease component(s) are the same; (ii) the lease component would be classified as an operating lease if accounted for separately; and (iii)leases. Since the lease component is the predominant component under each of these leases, combined revenues from both the ~~arrangement. If we elect this practical expedient subsequent to adoption, tenant recoveries~~lease and ~~other components that would otherwise qualify as~~ non-lease components ~~would be~~are accounted for as lease components and recognized in rental revenues. The amendment also provided an optional transition method to make the initial application date of the new lease standard the date of adoption, with a cumulative-effect adjustment recognized to the opening balance of retained earnings. Consequently, for an entity that elects the optional transition method, the entity’s reporting and disclosures for comparative historical periods presented in the financial statements will continue to be in accordance with ~~current GAAP. In December 2018,~~ASC 842 and reported as rental revenues in the FASB made a narrow-scope amendment that would preclude a lessor from having to recognize lessor costs paid by a lessee directly to a third-party when the lessor cannot reasonably estimate such costs. The Company expects to elect the packageaccompanying Consolidated Statements of ~~practical expedients to not reassess (i) whether existing arrangements are or contain a lease, (ii) the classification~~Operations. As of ~~an operating or financing lease in a period prior to~~

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~~adoption, and (iii) any initial direct costs for existing leases. Additionally,~~March 31, 2022, the Company ~~expects~~had no investments in real estate subject to ~~elect to~~ground leases and has therefore not ~~use hindsight~~recorded any right-of-use assets and ~~carry forward its lease term assumptions when adopting Topic 842 and not recognize~~ lease liabilities ~~and lease assets for leases with a term of 12 months or less. The Company will adopt~~in the ~~new leasing standard effective January 1, 2022. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements.~~Company's Consolidated Financial Statements.

In ~~June 2016,~~March 2020, the FASB issued guidance which provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the ~~measurement~~financial reporting burdens of ~~credit losses on financial instruments. The standard will replace~~ the ~~incurred loss impairment methodology pursuant~~expected market transition from the London Interbank Offer Rate ("LIBOR") and other interbank offered rates to ~~GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.~~alternative reference rates. The guidance is effective ~~for the Company beginning after~~upon issuance and generally may be elected over time through December ~~15, 2022, including interim periods within that reporting period, with early adoption permitted after December 15, 2018, including interim periods within that reporting period.~~31, 2022. The Company ~~is currently evaluating~~has not adopted any of the ~~impact~~optional expedients or exceptions through March 31, 2022, but will continue to evaluate the possible adoption (including potential impact) of ~~adopting this ASU on its consolidated financial statements.~~

any such expedients or exceptions during the effective period as circumstances evolve.

3. Investments in Real Estate

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, investments in real estate, net, consisted of the following:


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Building and building improvements	Building and building improvements	$	272,671,798	$	272,602,885	Building and building improvements	$	1,131,760,174	$	874,834,206
Land	Land	40,397,114		40,397,114		Land	204,969,323		164,901,074
Tenant improvements	Tenant improvements	9,694,171		9,551,645		Tenant improvements	46,372,431		35,591,724
Furniture, fixtures and equipment	Furniture, fixtures and equipment	4,907,991		4,822,680		Furniture, fixtures and equipment	5,834,844		11,061,146
Accumulated depreciation	Accumulated depreciation	(14,913,416)		(12,065,888)		Accumulated depreciation	(29,433,096)		(20,629,840)
Investments in real estate, net	Investments in real estate, net	$	312,757,658	$	315,308,436	Investments in real estate, net	$	1,359,503,676	$	1,065,758,310

Acquisitions

During the three months ended March 31, 2022, the Company acquired $306.6 million of real estate investments, which were comprised of two multifamily properties, two logistics properties and 148 single-family rental properties.

During the year ended December 31, 2021, the Company acquired $852.9 million of real estate investments, which were comprised of five multifamily properties, three logistics properties, one alternative property and 14 single-family rental properties.

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The following table provides further details of the properties acquired during the three months ended March 31, 2022 and year ended December 31, 2021:


Investment	Ownership Interest	Location	Type	Acquisition Date	Square Feet/Units	Purchase Price(1)
1110 Key Federal Hill	100%	Baltimore, MD	Multifamily	September 2021	224	$	75,152,886
Domain	100%	Orlando, FL	Multifamily	November 2021	324	74,157,027
The Burnham	100%	Nashville, TN	Multifamily	November 2021	328	129,057,027
6123-6227 Monroe Court	100%	Morton Grove, IL	Logistics	November 2021	208,000	17,264,728
8400 Westphalia Road	100%	Upper Marlboro, MD	Logistics	November 2021	100,000	27,960,931
McLane Distribution Center	100%	Lakeland, FL	Logistics	November 2021	211,000	26,754,957
Flats on Front	100%	Wilmington , NC	Multifamily	December 2021	273	97,728,205
Verso Apartments	100%	Beaverton, OR	Multifamily	December 2021	172	74,215,860
DreamWorks Animation Studios	100%	Glendale, CA	Alternatives	December 2021	497,000	326,743,229
Single Family Rental Portfolio	100%	Various	Alternatives	Various 2021	14	3,839,927
2626 South Side Flats	100%	Pittsburgh, PA	Multifamily	January 2022	264	92,459,116
2003 Beaver Road	100%	Landover, MD	Logistics	February 2022	38,000	9,646,428
187 Bartram Parkway	100%	Franklin, IN	Logistics	February 2022	300,000	28,911,945
The Parker	100%	Alexandria, VA	Multifamily	March 2022	360	136,778,942
Single Family Rental Portfolio	100%	Various	Alternatives	Various 2022	148	38,819,045
						$	1,159,490,253


(1)			Purchase price is inclusive of closing costs.

The following table summarizes the purchase price allocation of the properties acquired during the three months ended March 31, 2022 and year ended December 31, 2021:


	March 31, 2022		December 31, 2021
Building and building improvements	$	252,794,991	$	660,098,315
Land and land improvements	43,057,425		145,611,087
Tenant improvements	1,232,492		24,991,410
Furniture, fixtures and equipment	3,275,488		6,307,805
In-place lease intangibles	3,810,079		32,518,944
Lease origination costs	901,606		8,534,907
Tax abatement intangible	2,194,578		3,054,438
Above-market lease intangibles	64,995		178,101
Below-market lease intangibles	(454,469)		(28,420,233)
Total purchase price(1)	306,877,185		852,874,774
Assumed debt(2)	—		132,550,000
Net purchase price	$	306,877,185	$	720,324,774


(1)			Purchase price is inclusive of closing costs.
(2)			Refer to Note 9 for additional details on the Company’s mortgage loans and indebtedness.

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4. Investments in Unconsolidated Entities

The Company holds an investment in an unconsolidated joint venture that it has elected to account for using the FVO, as the Company’s ownership interest in each joint venture does not meet the requirements for consolidation.

On November 2, 2021, the Company acquired a 20% interest in Principal Place, an office property located in London, United Kingdom, through an indirect interest in the joint venture that owns the property. As of March 31, 2022 and December 31, 2021, the fair value of the Company's interest in Principal Place was $104.8 million and $100.8 million, respectively.

On November 2, 2021, the Company sold its ownership interest in Ezlyn, a multifamily property, to an affiliate of the Oaktree Adviser for $8.6 million in cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. In connection with the Ezlyn disposition, the Company recognized a realized gain on sale of $19.5 million and recorded the preferred equity interest using the equity method of accounting. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. As of December 31, 2021, the Company's carrying value of its preferred equity interest was $28.8 million. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million.

As of March 31, 2022 and December 31, 2021, investments in unconsolidated entities were $104.8 million and $129.7 million, respectively.

The following table provides the summarized financial information of our unconsolidated joint venture in Principal Place as of and for the periods set forth below:


	As of March 31, 2022		As of December 31, 2021
Total Assets	$	1,107,256,138	$	1,133,943,189
Total Liabilities	625,688,338		640,809,702
Total Equity	$	481,567,800	$	493,133,487


	For the period three months ended March 31, 2022		For the period November 2, 2021 through December 31, 2021
Total Revenues	$	13,418,880	$	5,891,879
Total Expenses	13,811,010		9,285,693
Net Loss	$	(392,130)	$	(3,393,814)

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5. Intangibles

The gross carrying amount and accumulated amortization of the Company's intangible assets consisted of the following as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


Intangible assets:	Intangible assets:	March 31, 2021		December 31, 2020		Intangible assets:	March 31, 2022		December 31, 2021
In-place lease intangibles	In-place lease intangibles	$	11,635,323	$	11,635,323	In-place lease intangibles	$	45,019,828	$	41,209,749
Lease origination costs	Lease origination costs	3,964,955		3,946,636		Lease origination costs	13,712,217		12,610,735
Lease inducements	Lease inducements	1,708,038		1,708,038		Lease inducements	1,708,038		1,708,038
Tax intangibles						Tax intangibles	5,249,016		3,054,438
Above-market lease intangibles	Above-market lease intangibles	5,753		5,753		Above-market lease intangibles	248,849		183,854
Total intangible assets	Total intangible assets	17,314,069		17,295,750		Total intangible assets	65,937,948		58,766,814
Accumulated amortization:	Accumulated amortization:					Accumulated amortization:
In-place lease intangibles	In-place lease intangibles	(6,967,005)		(5,586,764)		In-place lease intangibles	(11,999,485)		(8,082,379)
Lease origination costs	Lease origination costs	(618,499)		(521,929)		Lease origination costs	(1,280,931)		(972,556)
Lease inducements	Lease inducements	(343,514)		(280,128)		Lease inducements	(597,059)		(533,673)
Tax intangibles						Tax intangibles	(201,240)		(20,544)
Above-market lease intangibles	Above-market lease intangibles	(5,753)		(5,753)		Above-market lease intangibles	(5,753)		(5,753)
Total accumulated amortization	Total accumulated amortization	(7,934,771)		(6,394,574)		Total accumulated amortization	(14,084,468)		(9,614,905)
Intangible assets, net	Intangible assets, net	$	9,379,298	$	10,901,176	Intangible assets, net	$	51,853,480	$	49,151,909

Intangible liabilities:	Intangible liabilities:					Intangible liabilities:
Below-market lease intangibles	Below-market lease intangibles	$	(100,466)	$	(94,501)	Below-market lease intangibles	$	(28,975,168)	$	(28,520,699)
Accumulated amortization	Accumulated amortization	36,814		24,637		Accumulated amortization	470,123		136,314
Intangible liabilities, net	Intangible liabilities, net	$	(63,652)	$	(69,864)	Intangible liabilities, net	$	(28,505,045)	$	(28,384,385)

The weighted average amortization periods of the acquired in-place lease intangibles, above-market lease intangibles and below-market lease intangibles is 30217 months.

The following table details the Company's future amortization of intangible assets:


		Amortization			Amortization
For the remainder of 2021		$	2,189,771
2022		2,116,022
For the remainder of 2022				For the remainder of 2022	$	7,175,605
2023	2023	1,673,054		2023	4,896,276
2024	2024	1,227,747		2024	4,312,729
2025	2025	1,010,289		2025	4,030,785
2026				2026	3,578,118
2027				2027	3,260,791
Thereafter	Thereafter	1,162,415		Thereafter	24,599,176
Total	Total	$	9,379,298	Total	$	51,853,480

The following table details the Company's future amortization of intangible liabilities:


	Amortization
For the remainder of 2022	$	(1,019,583)
2023	(1,348,228)
2024	(1,344,533)
2025	(1,339,796)
2026	(1,332,185)
2027	(1,327,356)
Thereafter	(20,793,364)
Total	$	(28,505,045)

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6. Investments in Real Estate-Related Loans and Securities

~~During~~The following table summarizes the ~~three months ended~~components of investments in real estate-related loans and securities as of March 31, ~~2021, the Company sold $3.9 million of floating-rate CMBS~~2022 and ~~recognized a gain of $1.0 million as a result of the sale. For the three months ended March~~December 31, ~~2021, the Company recognized $0.2 million of interest income related to such floating-rate CMBS.~~2021:

~~During the three months ended March 31, 2020, the Company invested $23.7 million into floating-rate CMBS and recognized $0.1 million of interest income related to such floating-rate CMBS.~~


	March 31, 2022		December 31, 2021
Real estate-related loans	$	34,129,035	$	35,563,370
Real estate-related securities	16,401,173		19,511,008
Total investments in real estate-related loans and securities	$	50,530,208	$	55,074,378

The following ~~table details the Company's CMBS activity for the three months ended March 31, 2021:~~

Investment Collateral
Interest Rate(1)
Maturity Date Payment Terms Trade Date Face Amount Beginning Balance 12/31/20 Purchases Sales
Unrealized Gain / (Loss)(2)
Ending Balance 3/31/21
Realized Gain / (Loss)(3)
BX 2020 BXLP G Industrial Paper L+2.50% 12/15/29 Principal due at maturity 01/23/20 $ 5,827,000 $ 5,727,361 $ 0 $ 0 $ 106,460 $ 5,833,821 0
CGDB 2019 MOB F Medical Office Mortgage Loans L+2.55% 11/15/36 Principal due at maturity 02/04/20 4,000,000 3,861,200 0 0 78,000 3,939,200 0
BX 2019 IMC G International Markets Center and AmericasMart Atlanta L+3.60% 4/15/34 Principal due at maturity 03/19/20 3,700,000 3,320,380 0 0 204,610 3,524,990 0
BHMS 2018 ATLS D Atlantis Paradise Island Resort L+2.25% 7/15/35 Principal due at maturity 03/20/20 1,998,000 1,960,837 0 (699,300) (267,332) 994,205 289,710
BHMS 2018 ATLS E Atlantis Paradise Island Resort L+3.00% 7/15/35 Principal due at maturity 03/30/20 1,550,000 1,505,980 0 0 21,080 1,527,060 0
BX 2020 VIVA D MGM Grand and Mandalay Bay Resort and Casino Las Vegas 3.67% 3/9/44 Principal due at maturity 05/05/20 3,287,374 3,285,402 0 (2,752,384) (533,018) 0 570,470
BX 2020 VIVA E MGM Grand and Mandalay Bay Resort and Casino Las Vegas 3.67% 3/9/44 Principal due at maturity 05/05/20 2,319,018 2,193,095 0 (446,786) (104,025) 1,642,284 120,485
CGCMT 2020-WSS F WoodSpring Suites Extended Stay Hotel L+2.71% 2/16/27 Principal due at maturity 07/08/20 3,160,000 2,859,340 0 0 88,573 2,947,913 0
$ 25,841,392 $ 24,713,595 $ 0 $ (3,898,470) $ (405,652) $ 20,409,473 $ 980,665


~~(1)~~			The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of March 31, 2021 and December 31, 2020, one-month LIBOR was equal to 0.11% and 0.14%, respectively.
~~(2)~~			Unrealized gain/loss on debt security investments are determined using price quotations provided by independent third party valuation firms and are included in other income (expense) on the consolidated statement of operations.
~~(3)~~			~~Realized gain/loss is included in other income (expense) on the consolidated statement of operations.~~

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~~The following table details the Company's CMBS activity for the three months ended March 31, 2020:~~

Investment Collateral
Interest Rate(1)
Maturity Date Payment Terms Trade Date Face Amount Beginning Balance 12/31/19 Purchases Sales
Unrealized Gain / (Loss)(2)
Ending Balance 3/31/20
Realized Gain / (Loss)(3)
BX 2020 BXLP G Industrial Paper L+2.50% 12/15/29 Principal due at maturity 01/23/20 $ 10,827,000 $ 0 $ 10,784,627 $ 0 $ (844,358) $ 9,940,269 0
CGDB 2019 MOB F Medical Office Mortgage Loans L+2.55% 11/15/36 Principal due at maturity 02/04/20 4,000,000 0 4,005,000 0 (309,400) 3,695,600 0
BXMT 2020 FL 2 Commercial Real Estate Collateralized Loan Obligation L+1.95% 2/16/37 Principal due at maturity 01/31/20 4,000,000 0 4,000,000 0 (345,200) 3,654,800 0
BX 2019 IMC G International Markets Center and AmericasMart Atlanta L+3.60% 4/15/34 Principal due at maturity 03/19/20 3,700,000 0 2,511,539 0 (4,786) 2,506,753 0
BHMS 2018 ATLS D Atlantis Paradise Island Resort L+2.25% 7/15/35 Principal due at maturity 03/20/20 1,998,000 0 1,408,342 0 92,778 1,501,120 0
BHMS 2018 ATLS E Atlantis Paradise Island Resort L+3.00% 7/15/35 Principal due at maturity 03/30/20 1,550,000 0 1,006,970 0 124,977 1,131,947 0
$ 26,075,000 $ 0 $ 23,716,478 $ 0 $ (1,285,989) $ 22,430,489 0


~~(1)~~			The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of March 31, 2020 and December 31, 2019, one-month LIBOR was equal to 0.99% and 1.76%, respectively.
~~(2)~~			Unrealized gain/loss on debt security investments are determined using price quotations provided by independent third party valuation firms and are included in other income (expense) on the consolidated statement of operations.
~~(3)~~			~~Realized gain/loss is included in other income (expense) on the consolidated statement of operations.~~

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~~The following table details~~tables detail the Company's real estate-related loan investments as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:

As of March 31, 2021
Investment Collateral
Interest Rate(1)
Maturity Date
Payment Terms(2)
Prior Liens Face Amount Unamortized Discount/Origination Fees Carrying Amount
Atlantis Mezzanine Loan Atlantis Paradise Island Resort L+6.67% July 2021 Principal due at maturity
$1.525 billion(3)
$ 25,000,000 $ 0 $ 25,000,000
IMC/AMC Bond Investment International Markets Center
AmericasMart Atlanta L+6.15% December 2023 Principal due at maturity
$1.643 billion(4)
25,000,000 (227,964) 24,772,036
111 Montgomery The 111 Montgomery Street Condominium
Brooklyn, New York L+7.00% February 2024 Principal due at maturity none 3,675,515 (45,824) 3,629,691
The Avery Senior Loan The Avery Condominium
San Francisco, California L+7.30% February 2024 Principal due at maturity none 9,893,820 (110,288) 9,783,532
The Avery Mezzanine Loan The Avery Condominium
San Francisco, California L+12.50% February 2024 Principal due at maturity
$200.1 million(5)
2,219,378 (24,740) 2,194,638
$ 65,788,713 $ (408,816) $ 65,379,897

As of December 31, 2020
Investment Collateral
Interest Rate(1)
Maturity Date
Payment Terms(2)
Prior Liens Face Amount Unamortized Discount Carrying Amount
Atlantis Mezzanine Loan Atlantis Paradise Island Resort L+6.67% July 2021 Principal due at maturity
$1.525 billion(3)
$ 25,000,000 $ 0 $ 25,000,000
IMC/AMC Bond Investment International Markets Center
AmericasMart Atlanta L+6.15% December 2023 Principal due at maturity
$1.643 billion(4)
25,000,000 (249,029) 24,750,971
$ 50,000,000 $ (249,029) $ 49,750,971


					As of March 31, 2022
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount		Carrying Amount
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000,000	$	(142,536)	$	24,857,464
111 Montgomery(2)	The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2024	Principal due at maturity	1,012,452		(71,091)		941,361
The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2024	Principal due at maturity	6,771,573		(50,131)		6,721,442
The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2024	Principal due at maturity	1,620,013		(11,245)		1,608,768
					$	34,404,038	$	(275,003)	$	34,129,035


(1)			The term "L" refers to the one-month US dollar-denominated ~~London Interbank Offer Rate ("LIBOR").~~LIBOR. As of March 31, ~~2021 and December 31, 2020,~~2022, one-month LIBOR was equal to ~~0.11% and 0.14%, respectively.~~0.45%.
(2)			~~Neither~~The Company’s investment is ~~subject to delinquent principal or~~held through its membership interest asin an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of ~~March 31, 2021 or December 31, 2020.~~the loan based on its membership interest in the aggregating entity.


					As of December 31, 2021
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount		Carrying Amount
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000,000	$	(163,601)	$	24,836,399
111 Montgomery(2)	The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2024	Principal due at maturity	1,439,853		(91,409)		1,348,444
The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2024	Principal due at maturity	7,655,908		(65,170)		7,590,738
The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2024	Principal due at maturity	1,802,408		(14,619)		1,787,789
					$	35,898,169	$	(334,799)	$	35,563,370


~~(3)~~(1)			The ~~Atlantis Mezzanine Loan is subordinate~~term "L" refers to ~~a first mortgage loan~~the one-month US dollar-denominated LIBOR. As of ~~$1.20 billion and a $325 million senior mezzanine loan.~~December 31, 2021, one-month LIBOR was equal to 0.10%.
~~(4)~~(2)			The ~~IMC / AMC Bond Investment~~Company’s investment is ~~subordinate to a $1.15 billion first mortgage~~held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on ~~properties owned by IMC and a $493 million first mortgage on properties owned by AMC.~~
~~(5)~~			~~The Avery Mezzanine Loan is subordinate to an Oaktree Capital Management first mortgage commitment of $200.1 million.~~its membership interest in the aggregating entity.

On February 2, 2021, the Company funded $4.1 million to acquire an interest in an entity that holds a first mortgage loan investment (the "Montgomery Loan") in the 111 Montgomery Condominium, a 156 unit condominium tower located in Brooklyn, New York. The Montgomery Loan is secured by the 111 Montgomery Condominium development and bears interest at a floating rate of 7.0% over the one-month ~~LIBOR)~~LIBOR. During the three months ended March 31, 2022 and year ended December 31, 2021, the Company received net repayments of $0.5 million and $2.7 million, respectively.

On February 21, 2021, the Company funded $10.3 million to acquire an interest in an entity that holds a first mortgage loan investment (the "Avery Senior Loan") in the Avery Condominium, a 548 unit condominium and luxury apartment tower located in San Francisco, California. The Avery Senior Loan is secured by the Avery Condominium development and bears interest at a floating rate of 7.3% over the one-month LIBOR.

During the three months ended March 31, 2022 and year ended December 31, 2021, the Company received net repayments of $0.9 million and $2.6 million, respectively.

On February 21, 2021, the Company funded $2.3 million to acquire an interest in an entity that holds a mezzanine mortgage loan investment (the "Avery Mezzanine Loan") in the Avery Condominium, a 548 unit condominium and luxury apartment

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tower located in San Francisco, California. The Avery Mezzanine Loan is secured by the Avery Condominium development and bears interest at a floating rate of 12.5% over the one-month LIBOR.During the three months ended March 31, 2022 and year ended December 31, 2021, the Company received net repayments of $0.2 million and $0.5 million, respectively.

The following tables detail the Company's investments in real estate-related securities as of March 31, 2022 and December 31, 2021:


	March 31, 2022
Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS	3	L+4.20%	September 2030	$	16,600,000	$	15,372,730	$	16,401,173
Total investments in real estate-related securities				$	16,600,000	$	15,372,730	$	16,401,173


	December 31, 2021
Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS	4	L+4.00%	February 2030	$	19,760,000	$	17,790,125	$	19,511,008
Total investments in real estate-related securities				$	19,760,000	$	17,790,125	$	19,511,008


(1)			The term "L" refers to the one-month US dollar-denominated LIBOR. As of March 31, 2022 and December 31, 2021, one-month LIBOR was equal to 0.45% and 0.10% respectively. Fixed rate CMBS real estate loans are reflected as a spread over the relevant floating benchmark rates for purposes of the weighted-averages.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

During the three months ended March 31, 2022, the Company recorded net unrealized loss and net realized gains on its real estate-related securities investments of $0.7 million and $0.7 million, respectively. During the three months ended March 31, 2021, the Company recorded net unrealized gains and net realized gains on its real estate-related securities investments of $1.7 million and $2.0 million, respectively. Such amounts are recorded as components of Other income (expense) on the Company's Consolidated Statements of Operations.

On June 14, 2019, the Company acquired a $25 million principal amount of a second loss mezzanine loan (the “Atlantis Mezzanine Loan”) by assuming ownership of a special purpose vehicle from an affiliate of Oaktree and contemporaneously borrowed under the Company’s Line of Credit to finance the investment. The Atlantis Mezzanine Loan is secured by the equity interests of the entity owning Atlantis Paradise Island Resort, a 2,917 room oceanfront resort located on Paradise Island in the Bahamas.

On July 9, 2020, the borrower on the Atlantis Mezzanine Loan exercised the option to extend the initial maturity of the loan by 12 months from July 2020 to July 2021. The borrower continues to have the option to extend the maturity of the loan by 4 additional 12-month periods, provided there has not been an event of default. The Atlantis Mezzanine Loan bears interest at a

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~~floating rate of 6.67% over the one-month LIBOR, subject to an interest rate increase in the event the borrower exercises its fourth 12-month extension option.~~

On September 4, 2019, the Company acquired a $25 million principal amount of bonds (the “IMC/AMC Bond Investment”) collateralized by a term loan (the “Term Loan”) by assuming ownership of a special purpose vehicle from an affiliate of Oaktree and contemporaneously borrowed $25 million under the Company’s Line of Credit to finance the investment. The Term Loan is cross-collateralized by and senior to equity interests of the owners in International Markets Center (“IMC”) and AmericasMart Atlanta (“AMC”). IMC and AMC are two of the leading national furniture showroom companies with a combined 14.4 million square feet of showroom space located in Las Vegas, Nevada, High Point, North Carolina and Atlanta, Georgia. The Term Loan matures in December 2023. The IMC/AMC Bond Investment bears interest at a floating rate of 6.15% over the one-month London Interbank Offered Rate.

7. Accounts and Other Receivables and Other Assets

The following table summarizes the components of accounts and other receivables and other assets as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


Receivables	Receivables	March 31, 2021		December 31, 2020		Receivables	March 31, 2022		December 31, 2021
Accounts receivable~~(1)~~	Accounts receivable~~(1)~~	$	3,429,104	$	949,714	Accounts receivable~~(1)~~	$	1,923,798	$	1,258,307
Straight-line rent receivable	Straight-line rent receivable	1,965,054		1,954,662		Straight-line rent receivable	2,909,721		2,252,699
Interest receivable	Interest receivable	427,955		325,602		Interest receivable	358,609		293,873
Allowance for doubtful accounts	Allowance for doubtful accounts	(231,286)		(155,519)		Allowance for doubtful accounts	(61,185)		(48,768)
Total accounts and other receivables, net	Total accounts and other receivables, net	$	5,590,827	$	3,074,459	Total accounts and other receivables, net	$	5,130,943	$	3,756,111

Other assets	Other assets	March 31, 2021		December 31, 2020		Other assets	March 31, 2022		December 31, 2021
Deposits	Deposits	$	472,380	$	474,306	Deposits	$	10,083,459	$	6,808,716
Prepaid expenses	Prepaid expenses	329,945		545,441		Prepaid expenses	3,161,028		2,181,765
Capitalized fees, net	Capitalized fees, net	86,000		86,000		Capitalized fees, net	13,196		13,292
Derivatives(1)						Derivatives(1)	4,489,374		1,430,697
Interest Rate Cap						Interest Rate Cap	76,394		83,561
Total other assets	Total other assets	$	888,325	$	1,105,747	Total other assets	$	17,823,451	$	10,518,031


(1)			~~Included in accounts receivable is~~Represents an interest rate swap on the Two Liberty mortgage loan and a ~~$2.0 million deposit that will be refunded~~foreign currency swap related to the ~~Company related to~~Company's non-U.S. investment. The notional amount of the interest rate swap is $33.8 million and the derivative matures in August 2024. Two Liberty receives a ~~potential property acquisition that~~floating rate of one-month USD LIBOR and pays a fixed rate of 0.7225%. The notional amount of the foreign currency swap is £73.3 million GBP and the derivative settled in May 2022, at which time the Company ~~is no longer pursuing.~~entered into a three-month foreign currency swap at the same notional amount.

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8. Accounts Payable, Accrued Expenses and Other Liabilities

The following table summarizes the components of accounts payable, accrued expenses and other liabilities as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021

Real estate taxes payable	Real estate taxes payable	$	1,212,801	$	624,961	Real estate taxes payable	$	1,952,007	$	2,350,065
Accounts payable and accrued expenses	Accounts payable and accrued expenses	2,018,821		2,322,523		Accounts payable and accrued expenses	10,764,672		6,615,746
Prepaid rent	Prepaid rent	639,217		1,007,729		Prepaid rent	933,868		1,044,844
Accrued interest expense	Accrued interest expense	413,081		326,586		Accrued interest expense	477,803		509,213
Tenant security deposits	Tenant security deposits	634,385		632,837		Tenant security deposits	1,756,286		1,286,365
Derivative(1)		232,999		626,224
Distribution payable	Distribution payable	802,614		768,521		Distribution payable	1,566,867		2,822,987
Investor redemptions		768,614		0
Stock repurchases payable						Stock repurchases payable	748,257		1,593,971
Total accounts payable, accrued expenses and other liabilities	Total accounts payable, accrued expenses and other liabilities	$	6,722,532	$	6,309,381	Total accounts payable, accrued expenses and other liabilities	$	18,199,760	$	16,223,191

9. Mortgage Loans and Indebtedness

The following table summarizes the components of mortgage loans and indebtedness as of March 31, 2022 and December 31, 2021:


			Principal Balance Outstanding
Indebtedness	Interest Rate(1)	Maturity Date	March 31, 2022		December 31, 2021
Anzio Apartments mortgage loan	L+1.59%	May 2029	$	44,400,000	$	44,400,000
Two Liberty Center mortgage loan	L+1.50%	August 2024	62,085,155		62,085,155
Lakes at West Covina mortgage loan	L+1.55%	February 2025	25,603,855		25,603,855
Arbors of Las Colinas mortgage loan	SOFR+2.24%	January 2031	45,950,000		45,950,000
1110 Key Federal Hill mortgage loan	2.34%	October 2028	51,520,000		51,520,000
Domain mortgage loan(2)	SOFR+1.50%	December 2026	48,700,000		48,700,000
DreamWorks Animation Studios mortgage loan	3.20%	March 2029	212,200,000		214,750,000
Secured Multifamily Term Loan	SOFR+1.70%	March 2025	372,760,000		—
Secured Credit Facility(2)(3)	L + 1.95%	November 2022	92,803,618		244,401,821
Affiliate Line of Credit	L + 2.25%	November 2022	50,000,000		105,000,000
Total indebtedness			1,006,022,628		842,410,831
Less: deferred financing costs, net			(6,597,666)		(3,617,611)
Total indebtedness, net			$	999,424,962	$	838,793,220


(1)						This derivative relates to an interest rate swap on the Two Liberty mortgage loan. The notional amount of the swap is $33,800,000. Two Liberty receives a floating rate of one-month USD LIBOR and pays a fixed rate of 0.7225%.

~~9. Mortgage Loans~~

~~The following table summarizes the components of mortgage loans as of March 31, 2021 and December 31, 2020:~~

Principal Balance Outstanding
Indebtedness
Interest Rate(1)
Maturity Date March 31, 2021 December 31, 2020
Anzio Apartments mortgage loan L + 1.59% April 2029 $ 44,400,000 $ 44,400,000
Two Liberty Center mortgage loan(2)
L + 1.50% August 2024 61,971,000 61,971,000
Ezlyn mortgage loan 3.38% December 2026 53,040,000 53,040,000
Lakes mortgage loan(2)
L + 1.55% February 2025 25,196,563 25,202,380
Arbors mortgage loan(3)
SOFR + 2.24% January 2031 45,950,000 45,950,000
Total mortgage loans 230,557,563 230,563,380
Less: deferred financing costs, net (1,314,480) (1,376,424)
Mortgage loans, net $ 229,243,083 $ 229,186,956


~~(1)~~			The term "L" refers to the one-month US dollar-denominated LIBOR. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, one-month LIBOR was equal to ~~0.11%~~0.45% and ~~0.14%~~0.10%, respectively.
~~(2)~~			The mortgage loans are subject to customary terms and conditions, and the respective joint venture was in compliance with all financial covenants it is subject to under the mortgage loan as of March 31, 2021.
~~(3)~~			The term "SOFR" refers to the Secured Overnight Financing Rate. As of March 31, ~~2021~~2022 and December 31, ~~2020, the~~2021, SOFR was ~~0.01%~~0.29% and ~~0.08%~~0.05%, respectively.
(2)			The Company assumed debt totaling $132.6 million in connection with the acquisition of Domain and The Burnham. The debt was refinanced in November 2021 with a $48.7 million mortgage loan secured by Domain and a $83.9 million borrowing on the Secured Credit Facility secured by The Burnham.
(3)			As of March 31, 2022, borrowings on the Secured Credit Facility were secured by the following properties: 8400 Westphalia Road, 6123-6227 Monroe Court, McLane Distribution Center, 2003 Beaver Road, 187 Bartram Parkway and certain properties in the Single Family Rental Portfolio. As of December 31, 2021, borrowings on the Secured Credit Facility were secured by the following properties: The Burnham, Flats on Front, Verso Apartments, 8400 Westphalia Road, 6123-6227 Monroe Court, and McLane Distribution Center. The facility has a one-year extension option to November 9, 2023, subject to certain conditions.

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The following table presents the future principal payments due under the Company's mortgage loans as of March 31, ~~2021:~~2022:


Year	Year	Amount		Year	Amount
For the remainder of 2021		$	0
2022		0
For the remainder of 2022				For the remainder of 2022	$	142,803,618
2023	2023	0		2023	—
2024	2024	61,971,000		2024	62,493,944
2025	2025	25,196,563		2025	399,146,172
2026				2026	50,236,044
2027				2027	1,668,716
Thereafter	Thereafter	143,390,000		Thereafter	349,674,134
Total	Total	$	230,557,563	Total	$	1,006,022,628

The mortgage loans and secured credit facility are subject to various financial and operational covenants. These covenants require the Company to maintain certain financial ratios, which may include leverage, debt yield, and debt service coverage, among others. As of March 31, 2022, the Company is in compliance with all of its loan covenants that could result in a default under such agreements. At Two Liberty Center, cash flows from the property are currently held in a restricted cash account due to a debt service coverage ratio requirement.

Mortgage Loans

During the three months ended March 31, 2022 and year ended December 31, 2021, the Company financed $212.2 million and $315.0 million, respectively, in mortgage loans related to its properties, which were subject to customary terms and conditions. During the three months ended March 31, 2022 and the year ended December 31, 2021, the Company repaid $214.8 million and $53.0 million, respectively, of mortgage loans.

Secured Multifamily Term Loan

In March 2022, the Company entered into a term loan (the "Secured Multifamily Term Loan") providing for a senior secured loan secured by certain multifamily properties. As of March 31, 2022, borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso Apartments, 2626 South Side Flats and The Parker. The Secured Multifamily Term Loan matures on March 21, 2025 and has two one-year extension options to March 21, 2026 and March 31, 2027, subject to certain conditions.

Secured Credit Facility

In November 2021, the Company entered into a credit agreement (the "Secured Credit Facility") providing for a senior secured credit facility to be used for the acquisition or refinancing of properties. Borrowings on the Secured Credit Facility are secured by certain properties in the Company's portfolio. The initial maximum aggregate principal amount of the facility was $250.0 million, which was increased to $500.0 million on March 9, 2022. The Secured Credit Facility matures on November 9, 2022, and has a one-year extension option to November 9, 2023, subject to certain conditions. Borrowings under the Secured Credit Facility bears interest at a rate of LIBOR plus 1.95%. As of March 31, 2022 and December 31, 2021, there were $92.8 million and $244.4 million, respectively, of outstanding borrowings on the Secured Credit Facility.

Affiliate Line of Credit

In November 2021, the Company entered into a revolving line of credit with an affiliate of Brookfield (the "Affiliate Line of Credit"), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The credit agreement expires on November 2, 2022, subject to one-year extension options requiring the lender's approval. Borrowings under the credit agreement bear interest at a rate of the then-current rate offered by a third-party lender for a similar product, or, if no such rate is available, LIBOR plus 2.25%. As of March 31, 2022 and December 31, 2021, there were $50.0 million and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.

2021

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10. Related Party Transactions

Advisory Agreement

~~The Company has entered into an advisory agreement with the Adviser.~~ Pursuant to the advisory agreement, ~~between the Company and the Adviser,~~ the Adviser is ~~responsible for sourcing, evaluating and monitoring~~entitled to an annual management fee equal to 1.25% of the Company’s ~~investment opportunities~~NAV on its Class C, Class D, Class I, Class S and ~~making decisions~~Class T common shares (no management fee is paid on the Class E common shares), payable monthly, as compensation for the services it provides to the Company. Prior to the Adviser Transition, the Oaktree Adviser was entitled to an annual management fee equal to 1.00% of the Company's NAV, payable monthly, as compensation for the services it provides to the Company. The management fee can be paid, at the Adviser’s election, in cash or shares of the Company's common stock. To date, the Adviser, and previously the Oaktree Adviser, has elected to receive the management fee in shares of the Company’s common stock.

During the three months ended March 31, 2022 and 2021, management fees earned by the Adviser and the Oaktree Adviser were $1.2 million and $0.6 million, respectively.

The Adviser, and prior to the Adviser Transition the Oaktree Adviser, is entitled to a performance fee based on the total return of the Company’s Class C, Class D, Class I, Class S and Class T common shares (no performance fee is paid on the Class E common shares). Total return is defined as distributions paid or accrued plus the change in the Company’s NAV, adjusted for subscriptions and repurchases. Pursuant to the Advisory Agreement, the performance fee is equal to 12.5% of the total return in excess of a 5% total return (after recouping any loss carryforward amount), subject to a catch-up. The performance fee becomes payable at the end of each calendar year and can be paid, at the Adviser’s election, in cash, or shares of the Company's common stock.

During the three months ended March 31, 2022 and 2021, performance fees earned by the Adviser and the Oaktree Adviser were $3.5 million and $0.6 million, respectively, which is recognized as Performance fee in the Company's Consolidated Statements of Operations.

Sub-Adviser Agreements

The Adviser has engaged the Sub-Adviser to (i) perform the functions related to selecting and managing the Company's liquid assets, including real estate-related debt securities, (the "Liquid Sleeve") pursuant to a sub-advisory agreement (the "Liquidity Sleeve Sub-Advisory Agreement") and (ii) manage the Oaktree Option Investments pursuant to a separate sub-advisory agreement (the "Oaktree Assets Sub-Advisory Agreement" and together with the Liquidity Sleeve Sub-Advisory Agreement, the “Sub-Advisory Agreements”).

Pursuant to the Liquidity Sleeve Sub-Advisory Agreement, the Sub-Adviser provides services related to the acquisition, management ~~financing~~ and disposition of the ~~Company’s assets,~~Liquidity Sleeve in accordance with ~~the Company’s~~our investment objectives, strategy, guidelines, policies and ~~limitations, subject~~limitations. Pursuant to ~~oversight~~the Oaktree Assets Sub-Advisory Agreement, the Sub-Adviser manages the Oaktree Option Investments. The fees paid to the Sub-Adviser pursuant to the Sub-Advisory Agreements will not be paid by the Company, but will instead be paid by the Adviser out of the management and performance fees that the Company pays to the Adviser.

The Sub-Adviser earns management and performance fees pursuant to the terms of the Sub-Adviser Agreement. These fees are paid by the Adviser out of the management and performance fees by the Advisor; therefore no management or performance fees related to the Sub-Advisory Agreements have been recognized in the accompanying Consolidated Statements of Operations.

Dealer Manager Agreement

The Company has engaged the Dealer Manager, a registered broker dealer affiliated with the Adviser, as the dealer manager for the Current Offering. The Company pays to the Dealer Manager selling commissions, dealer manager fees and stockholder servicing fees in connection with sales of the Company’s ~~board~~common stock in the Current Offering. The Company accrues the full amount of ~~directors.~~the future stockholder servicing fees payable to the Dealer Manager for Class S, Class T, and Class D shares up to the 8.75% of gross proceeds limit at the time such shares are sold. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Offering, which provide, among other things, for the re-allowance of the full amount of the selling commissions and dealer manager fees and all or a portion of the stockholder servicing fees received by the Dealer Manager to such selected dealers.

~~Related Party Investor~~Acquisition of Investments

On ~~March 1,~~November 2, 2021, ~~Oaktree Real Estate Income Corporation,~~the Company acquired 2 multifamily properties and a 20% interest in a joint venture that owns an ~~investment vehicle for non-U.S. investors managed by~~office property (the "Brookfield Portfolio") from an affiliate of ~~our Adviser, invested $0.8 million~~Brookfield. The Company issued 2,088,833 shares of Class E common stock and 12,380,554 Class E units in the Operating Partnership ("Class E OP Units") as consideration for the acquisitions. The aggregate consideration was $173.2 million, which was equal to the fair value of the net assets of the Brookfield Portfolio based on third-party appraisals of the properties.

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Disposition of Investments

On November 2, 2021, the Company ~~utilizing a special fund vehicle. The investments were made~~sold its interest in a ~~private~~multifamily property, Ezlyn, to an affiliate of the Oaktree Adviser for $105 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company's NAV. The Company received net proceeds of $42.4 million, which consisted of $8.6 million of cash and a $33.8 million preferred equity interest in an affiliate of Oaktree. On December 31, 2021, the Company assigned $5.0 million of its preferred equity interest to the affiliate of the Oaktree Adviser for $5.0 million of cash. On January 18, 2022, the Company assigned its remaining $28.8 million preferred equity interest to the affiliate of the Oaktree Adviser for $28.8 million.

On November 26, 2021, the Company sold a real estate-related loan, Atlantis Mezzanine Loan, to an affiliate of Brookfield for $25.0 million. The sale price was equal to the most recently appraised value from a third-party appraiser obtained by the Company in connection with determining the Company's NAV.

Advanced Organization and Offering Costs

The Adviser has agreed to advance all of the Company's organization and offering expenses on its behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 6, 2022. The Company will reimburse the Adviser for all such advanced expenses ratably over 60 months commencing July 6, 2022. We will reimburse the Adviser for any organization and offering expenses that it incurs on our behalf as and when incurred after July 6, 2022. As part of ~~Class C shares.~~the Adviser Transition, the Adviser has acquired the Sub-Adviser’s receivable related to the organization and offering expenses previously incurred by the Sub-Adviser and is to be reimbursed therefor.

Affiliate Line of Credit

In November 2021, the Company entered into the Affiliate Line of Credit, ~~Agreement~~providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The credit agreement expires on November 2, 2022, subject to one-year extension options requiring the lender's approval. Borrowings under the credit agreement bear interest at a rate of the then-current rate offered by a third-party lender for a similar product, or, if no such rate is available, LIBOR plus 2.25%. As of March 31, 2022 and December 31, 2021, the Company incurred interest at a rate of LIBOR plus 2.25%. As of March 31, 2022 and December 31, 2021 there were $50.0 million and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.

Oaktree Line of Credit

On June 5, 2020, the Company entered into a line of credit (the ~~“Credit~~“Oaktree Credit Agreement”) with Oaktree Fund GP I, L.P. (“Oaktree Lender”), an affiliate of ~~the Company’s sponsor,~~ Oaktree, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of ~~$125~~$125.0 million. ~~The Credit Agreement expires on June 30, 2021, subject to~~ ~~one-year extension options requiring Lender approval.~~ Borrowings under the Oaktree Credit Agreement ~~will bear~~incurred interest at a rate of the then-current rate offered by a third-party lender, or, if no such rate is available, LIBOR plus 2.25%. ~~Each advance~~The Oaktree Credit Agreement was terminated on November 2, 2021, the date of the Adviser Transition.

Brookfield Repurchase Agreement

An affiliate of Brookfield (the "Brookfield Investor") was issued shares of the Company's common stock and Class E OP Units in connection with its contribution of certain properties on November 2, 2021. The Company and the Operating Partnership have entered into a repurchase arrangement with the Brookfield Investor (the "Brookfield Repurchase Agreement") pursuant to which the Company and the Operating Partnership will offer to repurchase shares of common stock or Operating Partnership units from the Brookfield Investor at a price per unit equal to the most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor has agreed to not seek repurchase of the shares of common stock and Operating Partnership units that it owns if doing so would bring the value of its equity holdings in the Company and the Operating Partnership below $50 million. In addition, the Brookfield Investor has agreed to hold all of the shares of common stock and Operating Partnership units that it received in consideration for the contribution of the Brookfield Portfolio until the earlier of (i) the first date that the Company's NAV reaches $1.5 billion and (ii) the date that is the third anniversary of November 2, 2021. Following such date, the Brookfield Investor may cause the Company to repurchase its shares and Operating Partnership units (above the $50 million minimum), in an amount equal to the sum of (a) the amount available under the ~~Credit Agreement is repayable on the earliest of (i) Lender’s demand, (ii) the stated expiration~~Company's share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the ~~Credit Agreement,~~amount by which net proceeds from the Offering and ~~(iii)~~ the ~~date on which Oaktree Fund Advisors, LLC or an affiliate thereof no longer acts as~~Company's private offerings of common stock for a given month exceed the ~~Company’s investment adviser; provided that~~amount of repurchases for such month pursuant to the Company's share repurchase plan. The Company will ~~have 180 days~~not effect any such repurchase during any month in which the full amount of all shares requested to ~~make such repayment in the event of clauses (i) and (ii) and 45 days to make such repayment in the event of clause (iii). To the extent the Company has not repaid all loans and other obligations~~be repurchased by third-party investors under the Credit Agreement after a repayment event has occurred, the Company is obligated to apply the net cash proceeds from its public offering and any sale or other disposition of assets to the repayment of such loans and other obligations; provided that the Company will be permitted to (x) make payments to fulfill any repurchase requests pursuant to its share repurchase plan (y) use funds to close any acquisition of property which the Company committed to prior to receiving a demand notice and (z) make quarterly distributions to its stockholders at per share levels consistent with the immediately preceding fiscal quarter and as otherwise required for it to maintain its REIT status. The Credit Agreement also permits voluntary prepayment of principal and accrued interest without any penalty other than customary LIBOR breakage costs. The Credit Agreement contains customary events of default. As is customary in such financings, if an event of default occurs under the Credit Agreement, Lender may accelerate the repayment of amounts outstanding under the Credit Agreement and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. As of March 31, 2021, the Company did not ~~have any borrowings outstanding under the Credit Agreement.~~

~~Management Fee~~

Certain affiliates of the Company, including the Adviser, will receive fees and compensation in connection with the offering and ongoing management of the assets of the Company. The Adviser agreed to waive its management fee from December 6, 2019 through June 6, 2020. Beginning June 7, 2020, the Adviser has been paid a management fee equal to 1.00% of NAV per annum, payable monthly in arrears. The management fee is payable, at the Adviser’s election, in cash or Class I shares. Forrepurchased. During the three months ended March 31, ~~2021,~~2022, the Company ~~recorded $0.6 million in Adviser management fees, all of which~~and the ~~Adviser elected to receive in Class I shares. The Company~~Operating Partnership did not ~~record management fees for~~repurchase any shares or Operating Partnership units from the ~~three months ended March 31, 2020.~~

~~The Company may retain certain~~Brookfield Investor as part of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including any administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters. Any such arrangements will be at market terms and rates. As of March 31, 2021, the Company had not retained an affiliate of the Adviser for any such services.

~~Performance Fee~~

The Company will pay the Adviser a performance fee equal to 12.5% of the annual Total Return, subject to a 5% annual Hurdle Amount (each term as defined in the advisory agreement) and a high water mark, with a catch-up. Such performance fee will be made annually and accrue monthly. For the three months ended March 31, 2021 and 2020, the Company accrued performance fees of $0.6 million and $0.8 million, respectively.Brookfield Repurchase Agreement.

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~~Due to Affiliates~~

~~Due to affiliates of $18.6 million as of March 31, 2021 consisted primarily of $0.2 million due to~~ Oaktree for reimbursement of operating expenses, $6.2 million due to Oaktree for reimbursement of organizational and offering costs, $0.4 million due to the Adviser for management fees, $8.8 million due to Oaktree for share repurchases and $3.0 million due to the Adviser for performance fees. Due to affiliates of $12.1 million as of December 31, 2020 consisted of $0.9 million due to Oaktree for reimbursement of operating expenses, $5.7 million due to Oaktree for reimbursement of organizational and offering costs, $0.4 million due to the Adviser for management fees, $2.7 million due to Oaktree for share repurchases and $2.4 million due to Oaktree for performance fees.

Repurchase ~~Arrangement for Oaktree Investor~~Agreement

On September 11, 2019, the board of directors of the Company, including a majority of the independent directors, adopted an arrangement with the Oaktree Investor (the "Oaktree Repurchase Agreement") to repurchase any shares of the Company’s Class I common stock that Oaktree ~~Fund GP I, L.P. (the “Oaktree Investor”),~~Investor, an affiliate of the ~~Company’s sponsor,~~Oaktree Adviser, acquired prior to the breaking of escrow in the ~~Company’s initial public offering.~~Initial Public Offering. The board of directors approved the ~~repurchase arrangement~~Oaktree Repurchase Agreement in recognition of the Oaktree Investor’s ~~subscription~~intent to subscribe for shares of the Company’s Class I common stock in an amount such that, together with all other subscriptions for the Company’s common stock, ~~met~~ the escrow minimum offering ~~amount.~~

amount would be satisfied. As of December 6, 2019, the Company satisfied the minimum offering requirement and the Company’s board of directors authorized the release of proceeds from escrow. As of such date, the escrow agent released gross proceeds of approximately $150.0 million (including approximately $86.9 million that was funded by ~~Oaktree)~~the Oaktree Investor) to the Company in connection with the sale of shares of the Company’s common stock.

Under the ~~repurchase arrangement,~~Oaktree Repurchase Agreement, subject to certain limitations, on the last calendar day of each month the Company will offer to repurchase shares of its common stock from the Oaktree Investor in an aggregate dollar amount (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions that month less (ii) the aggregate repurchase price (excluding any amount of the aggregate repurchase price paid using cash flow from operations not used to pay distributions) of shares repurchased by the Company that month from investors pursuant to the Company’s existing share repurchase plan. In addition to the Monthly Repurchase Amount for the applicable month, the Company will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per share for each repurchase from the Oaktree Investor will be the lesser of (a) the $10.00 per share initial cost of the shares and (b) the transaction price in effect for the Class I shares at the time of repurchase. The repurchase arrangement is not subject to any time limit and will continue until the Company has repurchased all of the Oaktree Investor’s shares. During the three months ended March 31, 2021, ~~and 2020,~~ the Company repurchased ~~1,380,450 and 0 Class I~~1,680,450 shares ~~respectively,~~for $13.8 million from the Oaktree ~~Investor~~Investor. On July 31, 2021, the Company repurchased the remaining shares subject to the Oaktree Repurchase Agreement and there are no shares outstanding subject to the Oaktree Repurchase Agreement.

Option Investment Purchase Agreement

The Company entered into an Option Investments Purchase Agreement with Oaktree on November 2, 2021, pursuant to which Oaktree will have the right to purchase the Operating Partnership’s entire interest in four properties (Anzio Apartments, Arbors of Las Colinas, Two Liberty Center, and Lakes at West Covina), four real estate-related loan investments (IMC/AMC Bond Investment, 111 Montgomery, The Avery Senior Loan, The Avery Mezzanine Loan), and one real estate-related security investment (BX 2019 IMC G). Oaktree will have the right to purchase these investments for a period of 12 months following the earlier of (i) 18 months after November 2, 2021, the date of completion of the Adviser Transition, and (ii) the date on which the Company notifies Oaktree that it has issued in the aggregate $1 billion of our common stock to non-affiliates since November 2, 2021, at a price equal to the fair value of ~~$10.00 per share.~~the applicable Option Investments, as determined in connection with the Company's most recently determined NAV immediately prior to the closing of such purchase. As of March 31, 2022, the conditions to commence the option period have not occurred.

Brookfield Subscription Agreement

On November 30, 2021, the ~~Oaktree~~Operating Partnership and the Brookfield Investor ~~held 4,805,947~~entered into a subscription agreement (the “Subscription Agreement”) pursuant to which the Brookfield Investor agreed to purchase up to $83 million in Class E OP Units upon the request of the ~~Company's outstanding~~general partner of the Operating Partnership, of which the Company is the sole member. The Class ~~I shares.~~

~~Other than~~E OP Units purchased by the ~~Monthly Repurchase Amount limitation,~~Brookfield Investor pursuant to the ~~share repurchase arrangement for the Oaktree Investor is~~Subscription Agreement will not be subject to ~~any volume limitations, including those in~~ the ~~Company’s existing share repurchase plan. Notwithstanding the foregoing, no repurchase offer will be made~~Brookfield Repurchase Agreement. Pursuant to the ~~Oaktree Investor for any month in~~Subscription Agreement, the general partner of the Operating Partnership, of which (1) the 2% monthly or 5% quarterly repurchase limitations in the Company’s existing share repurchase plan have been decreased or (2) the full amount of all shares requested to be repurchased under the Company’s existing share repurchase plan is not repurchased. Additionally, the Company ~~may elect not~~is the sole member, has agreed to ~~offer to repurchase shares from~~waive the ~~Oaktree Investor, or may offer to purchase less than the Monthly Repurchase Amount, if,~~twelve-month holding period set forth in its judgment, the Company determines that offering to repurchase the full Monthly Repurchase Amount would place an undue burden on its liquidity, adversely affect its operations or risk having an adverse impact on the Company as a whole. Further, the Company’s board of directors may modify, suspend or terminate this share repurchase arrangement if it deems such action to be in the Company’s best interests and the best interestsSection 8.5(a) of the ~~Company’s stockholders.~~partnership agreement of the Operating Partnership with respect to Class E OP Units purchased by the Brookfield Investor pursuant to the Subscription Agreement. The ~~Oaktree~~Brookfield Investor will ~~not request that its~~have the right to cause the Operating Partnership to redeem all or a portion of the Class E OP Units it purchases pursuant to the Subscription Agreement for, at the sole discretion of the general partner, shares ~~be repurchased under~~of common stock, cash or a combination of both. On December 1, 2021, the ~~Company’s existing share repurchase plan. Under~~Brookfield Investor was issued 3,756,480 Class E OP Units in exchange for $45 million. On January 3, 2022, the ~~Company’s charter, the Oaktree~~Brookfield Investor ~~may not vote on the removal of any of its affiliates (including the Adviser), and may not vote regarding any transaction between the Company and Oaktree or any of its affiliates.~~was issued 3,075,006 Class E OP Units in exchange for $38 million.

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Affiliate Service Provider Expenses

The Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s investments or its operations, including any administrative services, construction, special servicing, leasing, development, property oversight and other property management services, as well as services related to group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, loan servicing, property, title and/or other types of insurance, management consulting and other similar operational matters. Any such arrangements will be at market terms and rates.

The Company has engaged Brookfield Properties, an affiliate of Brookfield, to provide operational services (including, without limitation, property management, construction and project management and leasing) and corporate support services (including, without limitation, accounting and administrative services) for the Company. For the three months ended March 31, 2022, the Company incurred $1,639,169 of expenses in connection with the services provided by Brookfield Properties. There were no services provided by Brookfield Properties to the Company for the three months ended March 31, 2021.

Captive Insurance Company

BPG Bermuda Insurance Limited ("BAM Insurance Captive"), an affiliate of Brookfield, provides multifamily property and liability insurance for certain of the Company's multifamily properties. For the three months ended March 31, 2022, the Company paid BAM Insurance Captive $45,262 for insurance premiums at six multifamily properties. There were no premiums paid to BAM Insurance Captive for the period ended March 31, 2021.

Affiliate Title Service Provider

Horizon Land Services (“Horizon”), an affiliate of Brookfield, provides title insurance for certain of our properties. Horizon acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by the Company. For the three months ended March 31, 2022, the Company paid Horizon $151,074 for title services for six properties. There were no services provided by Horizon to the Company for the three months ended March 31, 2021.

Due to Affiliates

The following table details the components of due to affiliates:


	March 31, 2022		December 31, 2021
Accrued stockholder servicing fee	$	18,613,189	$	14,219,258
Stock repurchase payable to Oaktree Adviser for management and performance fees	—		6,682,115
Advanced organization and offering costs	14,320,728		12,022,148
Accrued performance fee	3,513,190		—
Accrued performance participation allocation	—		2,345,920
OP Units Distributions Payable	1,387,119		—
Accrued management fee	1,196,264		620,706

Total	$	39,030,490	$	35,890,147

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11. ~~Stockholder’s~~Stockholders’ Equity and Redeemable Non-controlling Interests

Authorized Capital

~~The Company is authorized to issue~~On April 30, 2018, the SEC declared effective the Company’s registration statement on Form S-11 for the Previous Offering. On November 2, 2021, the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-255557) for the Current Offering of up to ~~$1,050,000,000~~$6,000,000,000 in shares in its primary ~~offering.~~offering and up to $1,500,000,000 in shares pursuant to its distribution reinvestment plan. The Previous Offering terminated upon the commencement of the Current Offering. Pursuant to the Current Offering, the Company is ~~selling~~offering to sell any combination of ~~the~~ four classes of shares of its common stock, Class T shares, Class S shares, Class D shares and Class I shares, with a dollar value up to the maximum offering amount. The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The Company is also offering Class I, Class C and Class E shares in a private ~~offering.~~offerings exempt from registration. Other than the differences in upfront selling commissions, dealer manager fees, ~~and~~ ongoing stockholder servicing fees, management fees and performance fees, each class of common stock has the same economic and voting rights.


Classification	No. of Authorized Shares	Par Value Per Share
Preferred stock	50,000,000	$	0.01
Class T common stock	225,000,000	$	0.01
Class S common stock	225,000,000	$	0.01
Class D common stock	100,000,000	$	0.01
Class C common stock	100,000,000	$	0.01
Class E common stock	100,000,000	$	0.00
Class I common stock	250,000,000	$	0.01
	1,050,000,000

Common Stock

The following table details the movement in the Company's outstanding shares of common stock:


	Three months ended March 31, 2022
	Class S	Class I	Class C	Class E	Total
December 31, 2021	20,045,775	2,825,208	1,644,303	2,097,971	26,613,257
Common stock issued	4,512,735	1,080,373	1,834,972	391,437	7,819,517
Distribution reinvestment	157,884	17,049	—	31,949	206,882
Independent directors' restricted stock vested(1)	—	—	—	—	—
Common stock repurchased	(28,145)	(34,230)	—	—	(62,375)
March 31, 2022	24,688,249	3,888,400	3,479,275	2,521,357	34,577,281

As of March 31, ~~2021 and December 31, 2020, the Company~~2022, no Class T or Class D shares had ~~authority to issue 1,050,000,000 shares, consisting of the following:~~

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Distributions

The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to its stockholders each year to comply with the REIT provisions of the Code.

~~Beginning December 31, 2019, the Company declared monthly distributions for each~~Each class of ~~its~~the Company's common stock ~~which are generally paid approximately 20 days after month-end. Class S shares and Class I shares received~~receives the same aggregate gross distribution per ~~share, which was $0.5835 per share since inception through March 31, 2021.~~share. The net distribution varies for each class based on the applicable stockholder servicing fee and management fees, which isare deducted from the monthly distribution per ~~share and paid directly to the applicable distributor.~~share.

The following table details the net distribution for each of our share classes asfor three months ended March 31, 2022:


Declaration Date	Class S Shares		Class I Shares		Class C Shares		Class E Shares		Class T Shares		Class D Shares
January 28, 2022	$	0.0459	$	0.0546	$	0.0547	$	0.0676	$	—	$	—
March 1, 2022	0.0473		0.0552		0.0553		0.0683		—		—
March 30, 2022	0.0478		0.0568		0.0569		0.0703		—		—
Total	$	0.1410	$	0.1666	$	0.1669	$	0.2062	$	—	$	—

As of March 31, ~~2021:~~ 2022, no Class T or Class D shares had been issued.

Declaration Date Class S Shares Class I Shares Class C Shares Class T Shares Class D Shares
December 31, 2019 $ 0.0189 $ 0.0250 $ 0 $ 0 $ 0
January 30, 2020 $ 0.0222 $ 0.0294 $ 0 $ 0 $ 0
February 27, 2020 $ 0.0272 $ 0.0341 $ 0 $ 0 $ 0
March 30, 2020 $ 0.0267 $ 0.0341 $ 0 $ 0 $ 0
April 30, 2020 $ 0.0272 $ 0.0344 $ 0 $ 0 $ 0
May 29, 2020 $ 0.0288 $ 0.0361 $ 0 $ 0 $ 0
June 30, 2020 $ 0.0293 $ 0.0365 $ 0 $ 0 $ 0
July 30, 2020 $ 0.0291 $ 0.0365 $ 0 $ 0 $ 0
August 28, 2020 $ 0.0293 $ 0.0367 $ 0 $ 0 $ 0
September 29, 2020 $ 0.0295 $ 0.0367 $ 0 $ 0 $ 0
October 29, 2020 $ 0.0294 $ 0.0369 $ 0 $ 0 $ 0
November 25, 2020 $ 0.0320 $ 0.0392 $ 0 $ 0 $ 0
December 30, 2020 $ 0.0342 $ 0.0417 $ 0 $ 0 $ 0
January 28, 2021 $ 0.0344 $ 0.0420 $ 0 $ 0 $ 0
February 25, 2021 $ 0.0352 $ 0.0420 $ 0 $ 0 $ 0
March 30, 2021 $ 0.0346 $ 0.0422 $ 0.0422 $ 0 $ 0
Total $ 0.4680 $ 0.5835 $ 0.0422 $ 0 $ 0
Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington investors will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of the Company’s common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to the Company’s prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of the Company’s Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. During the three months ended March 31, 2022 and 2021, the Company reinvested $2.6 million and $0.9 million of distributions for 206,882 and 89,013 shares of common stock, respectively.

Non-controlling Interests Attributable to Preferred Shareholders

Certain subsidiaries of the Company have elected to be treated as REITs for U.S. federal income tax purpose. These subsidiaries have issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement that REITs have at least 100 shareholders. The preferred shares have a price of $1,000 and carry a 12.5% annual dividend payable annually. As of March 31, 2022, there were $375,000 of preferred non-voting shares outstanding.

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Redeemable Non-controlling Interest

The Brookfield Investor holds Class E OP Units in connection with its contribution of certain properties on November 2, 2021, and subsequent cash contributions to the Operating Partnership. Because the Brookfield Investor has the ability to redeem its Class E OP Units for Class E shares or cash, subject to certain restrictions, the Company has classified these Class E OP Units as Redeemable non-controlling interest in mezzanine equity on the Company’s Consolidated Balance Sheets. The Redeemable Non-controlling Interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. As the redemption value was greater than the adjusted carrying value at March 31, 2022, the Company recorded an allocation adjustment of $20.9 million between Additional paid-in capital and Redeemable non-controlling interest.

The following table summarizes the Redeemable non-controlling interest activity for the quarter ended March 31, 2022. There were no Redeemable non-controlling interests for the quarter ended March 31, 2021:


	March 31, 2022
Balance at beginning of the year	$	200,085,855
Limited Partner Asset Contributions	—
Limited Partner Cash Contribution	38,000,000
2021 Advisor Performance Participation Fee	2,345,920
Repurchases	—
GAAP Income Allocation	(975,024)
Distributions	(4,022,084)
Distributions Reinvested	3,507,671
Fair Value Allocation	20,870,838
Balance at the end of the quarter	$	259,813,176

Share Repurchase Plan

The Company has adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that the Company repurchase all or any portion of their shares. The Company may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in its discretion, subject to any limitations in the share repurchase plan. The total amount of aggregate repurchases of Class T, Class S, Class D, and Class I shares will be limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares would be repurchased at a price equal to the transaction price on the applicable repurchase date, subject to any early repurchase deduction. Shares that have not been outstanding for at least one year would be repurchased at 98% of the transaction price. Due to the illiquid nature of investments in real estate, the Company may not have sufficient liquid resources to fund repurchase requests and has established limitations on the amount of funds the Company may use for repurchases during any calendar month and quarter. Further, the Company’s board of directors may modify or suspend the share repurchase plan.

During the three months ended March 31, 2022 and 2021, the Company repurchased 62,375 and 194,556 shares of common stock representing a total of $0.8 million and $2.0 million, respectively. During the three months ended March 31, 2022 and 2021, the Company repurchased 0 and 1,380,450 shares of common stock representing a total of $0 and $13.8 million, respectively, from the Oaktree Investor pursuant to the Oaktree Repurchase Agreement. The Company had no unfulfilled repurchase requests during the three months ended March 31, 2022 and 2021.

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12. Commitments and Contingencies

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, ~~2021,~~2022, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

13. Leases

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s multifamily, office, logistics and alternatives properties. Leases at the Company’s office, logistics and certain alternatives properties generally include a fixed base rent and certain leases also contain a variable component. The variable component of the Company’s operating leases at its office, logistics and certain alternatives properties primarily consist of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs. Rental revenue earned from leases at the Company’s multifamily and single-family rental properties primarily consist of a fixed base rent and certain leases contain a variable component that allows for the pass-through of certain operating expenses such as utilities.

The following table details the components of operating lease income from leases in which the Company is the lessor:


	Three Months Ended March 31,
	2022		2021
Fixed lease payments	$	20,253,187	$	6,850,110
Variable lease payments	1,406,975		380,938
Total rental revenues	$	21,660,162	$	7,231,048

The following table details the undiscounted future minimum rents the Company expects to receive for its logistics, alternative, and office properties as of March 31, 2022. The table below excludes our multifamily and single family rental properties as substantially all leases are shorter term in nature.


Year	Future Minimum Rents
2022 (remaining)	$	23,494,525
2023	31,000,613
2024	28,022,915
2025	26,894,354
2026	24,232,189
Thereafter	162,620,901
Total	$	296,265,497

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~~13.~~14. Segment Reporting

The Company operates in 36 reportable segments: multifamily, ~~properties,~~ office, ~~properties,~~logistics, alternatives, investments in unconsolidated entities and real estate-related loans and securities. The Company allocates resources and evaluates results based on the performance of each segment individually. The Company believes that segment net operating income is the key performance metric that captures the unique operating characteristics of each segment.

The following table sets forth the total assets by segment:


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Multifamily	Multifamily	$	203,030,526	$	204,408,015	Multifamily	$	817,407,750	$	583,308,458
Office	Office	129,368,929		134,521,921		Office	126,468,508		126,966,165
Logistics						Logistics	111,865,465		74,038,737
Alternatives						Alternatives	373,467,764		332,796,506
Investments in unconsolidated entities						Investments in unconsolidated entities	104,778,146		129,671,086
Real estate-related loans and securities	Real estate-related loans and securities	85,789,370		74,464,566		Real estate-related loans and securities	50,530,208		55,074,378
Other (Corporate)	Other (Corporate)	27,124,118		27,479,107		Other (Corporate)	100,743,399		72,858,109
Total assets	Total assets	$	445,312,943	$	440,873,609	Total assets	$	1,685,261,240	$	1,374,713,439

The following table sets forth the financial results by segment for the three months ended March 31, 2022:


	Multifamily		Office		Logistics		Alternatives		Investments in unconsolidated entities		Real estate-related loans and securities		Total
Revenues:
Rental revenues	$	12,163,535	$	3,202,721	$	1,299,106	$	4,994,800	$	—	$	—	$	21,660,162
Other revenues	1,693,376		180,384		12		18,820		—		—		1,892,592
Total revenues	13,856,911		3,383,105		1,299,118		5,013,620		—		—		23,552,754

Expenses:
Rental property operating	5,382,043		1,329,575		510,537		687,563		12,702		—		7,922,420
Total expenses	5,382,043		1,329,575		510,537		687,563		12,702		—		7,922,420
Segment net operating income	$	8,474,868	$	2,053,530	$	788,581	$	4,326,057	$	(12,702)	$	—	$	15,630,334

Income from real estate-related loans and securities	$	—	$	—	$	—	$	—	$	—	$	1,070,707	$	1,070,707
Realized gain on real estate investments	—		—		—		—		—		668,760		668,760
Unrealized gain (loss) on investments	—		—		—		—		6,960,632		(169,708)		6,790,924
Depreciation and amortization	8,182,256		1,691,123		911,277		2,410,535		—		—		13,195,191
General and administrative expenses													1,990,188

Management fee													1,196,264
Performance fee													3,513,191

Interest expense													6,723,096

Net loss													(2,457,205)
Net income attributable to non-controlling interests in third party joint ventures													(5,800)
Net loss attributable to redeemable non-controlling interests													975,024
Net loss attributable to stockholders													$	(1,487,981)

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The following table sets forth the financial results by segment for the three months ended March 31, 2021:

Multifamily Office Real Estate-Related Loans and Securities Total
Revenues:
Rental revenues $ 4,241,407 $ 2,989,641 $ 0 $ 7,231,048
Other revenues 278,251 103,194 0 381,445
Total revenues 4,519,658 3,092,835 0 7,612,493
Expenses:
Rental property operating 1,996,526 1,318,500 0 3,315,026
Total rental operating expenses 1,996,526 1,318,500 0 3,315,026
Income from real estate-related loans and securities 0 0 1,202,332 1,202,332
Realized gain on investments 0 0 980,665 980,665
Unrealized gain (loss) on investments 393,225 0 (405,652) (12,427)
Segment net operating income $ 2,916,357 $ 1,774,335 $ 1,777,345 $ 6,468,037
Depreciation and amortization $ 2,584,149 $ 1,740,337 $ 0 $ 4,324,486
General and administrative expenses 1,015,798
Management fee 554,049
Performance fee 573,823
Interest expense 1,372,457
Net loss (1,372,576)
Net loss attributable to non-controlling interests 125,278
Net loss attributable to stockholders $ (1,247,298)

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~~The following table sets forth the financial results by segment for the three months ended March 31, 2020:~~


		Multifamily		Office		Real Estate-Related Loans and Securities		Total			Multifamily		Office				Real estate-related loans and securities				Total
Revenues:	Revenues:									Revenues:
Rental revenues	Rental revenues	$	2,666,821	$	2,747,240	$	0	$	5,414,061	Rental revenues	$	4,241,407	$	2,989,641			$	—			$	7,231,048
Other revenues	Other revenues	142,627		184,123		0		326,750		Other revenues	278,251		103,194				—				381,445
Total revenues	Total revenues	2,809,448		2,931,363		0		5,740,811		Total revenues	4,519,658		3,092,835				—				7,612,493

Expenses:	Expenses:									Expenses:
Rental property operating	Rental property operating	1,018,302		998,300		0		2,016,602		Rental property operating	1,996,526		1,318,500				—				3,315,026
Total rental operating expenses		1,018,302		998,300		0		2,016,602
Income from real estate-related loans and securities		0		0		1,353,627		1,353,627
Unrealized (loss) on investments		0		(504,920)		(1,295,774)		(1,800,694)
Total expenses										Total expenses	1,996,526		1,318,500				—				3,315,026
Segment net operating income	Segment net operating income	$	1,791,146	$	1,428,143	$	57,853	$	3,277,142	Segment net operating income	$	2,523,132	$	1,774,335	$	—	$	—	$	—	$	4,297,467

Income from real estate-related loans and securities										Income from real estate-related loans and securities	$	—	$	—			$	1,202,332			$	1,202,332
Realized gain on real estate investments										Realized gain on real estate investments	—		—				980,665				980,665
Unrealized gain (loss) on investments										Unrealized gain (loss) on investments	393,225		—				(405,652)				(12,427)
Depreciation and amortization	Depreciation and amortization	$	1,853,002	$	1,536,663	$	0	$	3,389,665	Depreciation and amortization	2,584,149		1,740,337				—				4,324,486
General and administrative expenses	General and administrative expenses							650,579		General and administrative expenses											1,015,798

Management fee										Management fee											554,049
Performance fee	Performance fee							811,650		Performance fee											573,823

Interest expense	Interest expense							1,416,287		Interest expense											1,372,457

Net loss	Net loss							(2,991,039)		Net loss											(1,372,576)
Net loss attributable to non-controlling interests								104,594
Net income attributable to non-controlling interests										Net income attributable to non-controlling interests											125,278
Net loss attributable to stockholders	Net loss attributable to stockholders							$	(2,886,445)	Net loss attributable to stockholders											$	(1,247,298)

~~14.~~15. Subsequent Events

The Company has evaluated events from March 31, ~~2021~~2022, through the date the financial statements were issued.

Acquisitions

•The Company acquired 1 multifamily property for $158.0 million, exclusive of closing costs.

Status of the Offering

As of May ~~14, 2021,~~16, 2022, the Company had sold an aggregate of ~~22,237,223~~42,119,650 shares of its common stock (consisting of ~~16,079,328~~28,424,980 Class S shares, ~~5,413,516~~4,630,988 Class I shares, ~~and 744,379~~6,335,034 Class C shares and 2,728,648 Class E shares) in the Offering resulting in net proceeds of ~~$227.2 million~~$477,022,420 to the Company as payment for such shares.

~~Distributions~~

~~Subsequent to March 31, 2021, the Company declared gross distributions as follows:~~

Record Date Class S Class I Class C Class T Class D
April 29, 2021 $ 0.0348 $ 0.0422 $ 0.0422 0 0

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to ~~“Oaktree Real Estate Income Trust,” “Oaktree REIT,”~~ the “Company,” “we,” “us,” or “our” refer to ~~Oaktree~~Brookfield Real Estate Income Trust Inc. and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q.

Forward-Looking Statements

Statements contained in this Form 10-Q that are not historical facts are based on our current expectations, estimates, projections, opinions, and/or beliefs. Such statements are not facts and involve known and unknown risks, uncertainties, and other factors. Investors should not rely on these statements as if they were fact. Certain information contained in this Form 10-Q constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” “forecast,” or “believe” or the negatives thereof or other variations thereon or other comparable terminology. Due to various risks and uncertainties, including those described under ~~“Risk Factors” in the Company’s Registration Statement on Form S-11 (File No. 333-223022), as amended, under~~ Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and under Part II, Item 1A. Risk Factors in this Form 10-Q and elsewhere in this Form 10-Q, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. No representation or warranty is made as to future performance or such forward-looking statements. In light of the significant uncertainties inherent in these forward looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans, which we consider to be reasonable, will be achieved. We do not undertake to revise or update any forward-looking statements.

Overview

Wee are a Maryland corporation formed on July 27, 2017 to invest in commercial real estate assets. We invest primarily in high-quality real estate properties in desirable locations – primarily income-producing U.S. commercial real estate with upside potential through active asset management. We also invest in real estate-related debt and real estate-related securities to provide current income and superior risk-adjusted returns.

We are externally managed by ~~Oaktree Fund Advisors,~~Brookfield REIT Adviser LLC (the ~~“Adviser”~~"Adviser"), ~~a subsidiary~~an affiliate of ~~Oaktree Capital~~Brookfield Asset Management ~~L.P.~~Inc. (together with its affiliates, ~~“Oaktree”~~"Brookfield"). We are structured as an as an umbrella partnership real estate investment trust, which means that we own substantially all of our assets through our operating partnership, Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”), of which we are the sole general partner.

~~We have registered with~~On April 30, 2018, the Securities and Exchange Commission (the “SEC”) an, initially declared effective our registration statement on Form S-11 (File No. 333-223022) for our initial public offering of up to $2.0 billion in shares of our common stock ~~(in~~(the “Initial Public Offering”). On November 2, 2021, the SEC declared effective our registration statement on Form S-11 (File No. 333-255557) for our follow-on public offering of up to $7.5 billion in shares of our common stock in any combination of purchases of Class S, Class T, Class D and Class I shares of our common ~~stock)~~stock (the ~~“Offering”~~“Follow-On Public Offering”). The share classes have different upfront selling commissions, dealer manager fees and ongoing stockholder servicing fees. The Initial Public Offering terminated upon the commencement of the Follow-On Public Offering.

In addition to the Follow-On Public Offering, we are conducting private offerings of Class I and Class C shares to feeder vehicles that offer interests in such vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder. We are also offering Class E shares to Brookfield and certain of its affiliates in one or more private offerings. The offer and sale of Class E shares is exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2).

We qualified as a REIT for U.S. federal income tax purposes beginning with our taxable year ending December 31, ~~2019.~~2019, and we generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT.

As of March 31, ~~2021,~~2022, we ~~own~~owned and ~~operate five~~operated 18 investments in real estate and ~~hold five~~held investments in one unconsolidated real estate interest, four real estate-related loans, and ~~seven~~three short-term real ~~estate debt-related~~estate-related debt securities. We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally (including ~~COVID-19)~~the COVID-19 pandemic), that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate-related loans.

~~COVID-19~~

~~The ongoing COVID-19 pandemic continues to adversely impact global commercial activity and has contributed to significant uncertainty and volatility in financial markets.~~

The global impact of the outbreak has been rapidly evolving, and has spread around the world with many countries and other jurisdictions instituting quarantines, shelter in place orders, restrictions on travel, and limiting operations of non-essential businesses in an effort to reduce the spread of infection. Among other effects, these actions have created a disruption in global supply chains, a reduction in purchases by consumers, significantly increased unemployment, a demand shock in oil prices and have adversely impacted a number of industries directly, such as transportation, hospitality and entertainment. The outbreak is expected to have a continued adverse impact on economic and market conditions and has triggered a period of global economic slowdown with no known duration. The rapid development and fluidity of this situation is without precedent in modern history and the ultimate adverse impact of the novel coronavirus at this time is unknown. Nevertheless, the COVID-19 pandemic presents material uncertainty and risk with respect to the Company’s performance and financial results, such as negative impact to occupancy, rent collections, results of operations or market values of its properties, increased costs of operations, increased risk of defaults in its portfolio of real estate debt investments, decreased availability of financing arrangements, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

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COVID-19 has resulted in rent deferrals or collection issues for our properties and could also result in rent defaults and adversely affect our ability to obtain financing for future investments on attractive terms, either of which would negatively impact our results of operations, cash flows and liquidity. The economic effects of COVID-19 have not yet had a material negative impact on our net asset value, but could result in future write-downs of the fair value of our real properties or real estate-related debt investments, which would negatively impact our net asset value.

As of May 14, 2021, approximately one-third of the population in the United States of America had received a coronavirus vaccination. Federal, state and city governments continue to lift coronavirus-related restrictions to varying levels. As jurisdictions and businesses reopen, economic activity is expected to improve, but there is no certainty that this will be the case. The Company is unable to estimate the impact the changing situation will have on its financial results at this time.

~~Portfolio Highlights~~

Our NAV per share increased for our Class I and Class S shares during the first quarter (up 1.1% and 1.1% from December 31, 2020, respectively). The price movement was driven by appreciation on our real property investments (particularly on our multifamily properties) and real estate-related debt investments.

During the quarter, we sold an aggregate of $3.9 million of fixed and floating-rate commercial backed securities (“CMBS”) for $4.9 million. During the quarter, we committed to invest $20.0 million across two private residential condominium first-mortgage loans which are secured by 111 Montgomery in Brooklyn, New York and the Avery in San Francisco, California. There were no other material acquisitions or dispositions during the quarter. As of March 31, ~~2021,~~2022, our portfolio was invested ~~75%~~95% in real property, ~~19%~~3% in real estate-related debt, and 6%2% in cash and cash ~~equivalents.~~equivalents, and our real property investments were split between multifamily (51%), alternatives (22%), office (20%), and logistics (7%).

~~Our real~~Q1 2022 Highlights

Operating and Capital Raising Results:

•Year-to-date total returns through March 31, 2022, excluding upfront selling commissions, of 6.13% for Class S shares and 6.56% for Class I shares.1 Total return is calculated as the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any net distributions per share declared in the period.

•Raised $97.5 million of gross proceeds from the sale of our common stock during the three months ended March 31, 2022.

•In March 2022, declared net distributions per share of $0.0478 for Class S and $0.0568 for Class I shares, resulting in annualized distribution rates of 4.43% for Class S and 5.25% for Class I shares as of March 31, 2022.(1)

•Reinvested distributions of $2.6 million during the three months ended March 31, 2022.

Investments and Dispositions:

•Closed on property ~~investments are split between~~acquisitions with an aggregate purchase price of $303.0 million during the three months ended March 31, 2022, including:

◦Twomultifamily properties for a total purchase price of $226.0 million, excluding closing costs.

◦Twologistics assets for a total purchase price of $38.2 million, excluding closing costs.

◦148 single-family rental properties for total purchase price of $38.8 million, excluding closing costs.

Financings:

•In March 2022, we closed on a term loan secured by five multifamily ~~(61%) and office (39%~~properties for $372.8 million (the "Secured Multifamily Term Loan"). The ~~Company’s leverage ratio decreased to 45% compared to 46%~~Secured Multifamily Term Loan has a term of five years and incurs interest at a rate of SOFR + 1.70%. In connection with the ~~end~~financing, we repaid $256.9 million of borrowings on the Secured Credit Facility.

•In March 2022, we closed on a $212.2 million mortgage loan secured by DreamWorks Animation Studios. The mortgage loan has a term of seven years and incurs interest at a fixed rate of 3.20%. In connection with the financing, we repaid the existing $214.8 million mortgage loan.

•In March 2022, we increased the capacity of the ~~fourth quarter~~Secured Credit Facility by $100.0 million, for a total capacity of ~~2020.~~$500.0 million.

~~Q1 2021 Highlights~~

~~Operating Results:~~

•(1)~~Raised $15.8 million of gross proceeds from our Offering and private offerings.~~

•~~Issued 1,720,564 shares of common stock consisting of 1,500,678~~ Class S ~~145,926~~and Class I ~~and 73,960 Class C shares.~~

•~~Reinvested dividends~~are the publicly offered classes with shares outstanding as of ~~$0.9 million.~~

•~~Declared gross distributions of $0.0420, $0.0420 and $0.0422 per share on January 28, February 25 and~~ March ~~30, respectively.~~

~~Investments:~~

•~~Sold an aggregate of $3.9 million of fixed and floating-rate commercial backed securities (“CMBS”) and recognized a $1.0 million gain as a result of the sale.~~

•~~The Company funded $4.1 million to acquire a first mortgage loan investment in a 156 unit condominium tower located in Brooklyn, New York.~~

•~~The Company funded $10.3 million to acquire a first mortgage loan investment in a 548 unit condominium and luxury apartment tower located in San Francisco, California.~~

•~~The Company funded $2.3 million to acquire a mezzanine mortgage loan investment in a 548 unit condominium and luxury apartment tower located in San Francisco, California.~~

31, 2022.

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Portfolio

~~Real Estate~~

The following table provides information regarding our portfolio of real properties as of March 31, ~~2021:~~2022:


Investment(1)	Investment(1)	Location	Type	Acquisition Date	Ownership Percentage(1)	Amortized Cost Basis	Square Feet / Number of Units	Occupancy Rate(2)	Investment(1)	Location	Type	Acquisition Date	Ownership Percentage(2)	Purchase Price(3)		Square Feet / Number of Units	Occupancy Rate(4)
Anzio Apartments	Anzio Apartments	Georgia	Multifamily	April 2019	90.0%	$55,801,687	448	96%	Anzio Apartments	Atlanta, GA	Multifamily	Apr-19	90.0%	$	59.2	448	98%
Arbors of Las Colinas									Arbors of Las Colinas	Dallas, TX	Multifamily	Dec-20	90.0%	63.5		408	99%
1110 Key Federal Hill									1110 Key Federal Hill	Baltimore, MD	Multifamily	Sep-21	100.0%	73.6		224	97%
Domain									Domain	Orlando, FL	Multifamily	Nov-21	100.0%	74.1		324	99%
The Burnham									The Burnham	Nashville, TN	Multifamily	Nov-21	100.0%	129.0		328	64%
Flats on Front									Flats on Front	Wilmington , NC	Multifamily	Dec-21	100.0%	97.5		273	92%
Verso Apartments									Verso Apartments	Beaverton, OR	Multifamily	Dec-21	100.0%	74.0		172	97%
2626 South Side Flats									2626 South Side Flats	Pittsburgh, PA	Multifamily	Jan-22	100.0%	90.0		264	85%
The Parker									The Parker	Alexandria, VA	Multifamily	Mar-22	100.0%	136.0		360	96%
Two Liberty Center	Two Liberty Center	Virginia	Office	August 2019	96.5%	82,932,597	179,000	94%	Two Liberty Center	Arlington, VA	Office	Aug-19	96.5%	91.2		179,000	97%
Ezlyn		Colorado	Multifamily	December 2019	90.0%	78,031,059	332	95%
Lakes		California	Office	February 2020	95.0%	33,879,499	177,000	84%
Arbors		Texas	Multifamily	December 2020	90.0%	$62,112,816	408	95%
Lakes at West Covina									Lakes at West Covina	Los Angeles, CA	Office	Feb-20	95.0%	41.0		177,000	89%
Principal Place(5)									Principal Place(5)	London, UK	Office	Nov-21	20.0%	99.8		644,000	100%
6123-6227 Monroe Ct									6123-6227 Monroe Ct	Morton Grove, IL	Logistics	Nov-21	100.0%	17.2		208,000	100%
8400 Westphalia Road									8400 Westphalia Road	Upper Marlboro, MD	Logistics	Nov-21	100.0%	27.0		100,000	100%
McLane Distribution Center									McLane Distribution Center	Lakeland, FL	Logistics	Nov-21	100.0%	27.3		211,000	100%
2003 Beaver Road									2003 Beaver Road	Landover, MD	Logistics	Feb-22	100.0%	9.4		38,000	100%
187 Bartram Parkway									187 Bartram Parkway	Franklin, IN	Logistics	Feb-22	100.0%	28.8		300,000	100%
DreamWorks Animation Studios									DreamWorks Animation Studios	Glendale, CA	Alternatives	Dec-21	100.0%	326.5		497,000	100%
Single Family Rental Portfolio									Single Family Rental Portfolio	Various	Alternatives	Various	100.0%	42.7		162	100%
Total	Total					$312,757,658			Total					$	1,507.8


(1)			~~Certain of the~~Investments in real properties includes our consolidated property investments and our unconsolidated investment in Principal Place.
(2)			The joint venture agreements entered into by the Company provide ~~the seller or~~ the other partner a profits interest based on certain internal rate of return hurdles being achieved. Such investments are consolidated by us and any profits interest due to the other partner is reported within non-controlling interests.
~~(2)~~(3)			~~The occupancy rate is~~Purchase price excludes acquisition costs.
(4)			Occupancy rates as of March 31, ~~2021~~2022. For our multifamily investments, occupancy represents the percentage of all leased units divided by the total available units as of the date indicated. For our office and logistics investments, occupancy represents the percentage of all leased square footage divided by the total available square footage as of the date indicated.
(5)			Purchase price represents our initial equity investment in the joint venture of £73.3 million GBP converted to USD using the spot rate on the acquisition date.

Subsequent to March 31, 2022, we acquired onemultifamily property for a total purchase price of $158.0 million, excluding closing costs.

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Investments in Real Estate-Related Loans and Securities

The following table details ~~the Company's commercial mortgage backed securities for the three months ended~~ our investments in real estate-related loans as of March 31, ~~2021:~~2022:

Investment Collateral
Interest Rate(1)
Maturity Date Payment Terms Trade Date Face Amount Beginning Balance 12/31/20 Purchases Sales
Unrealized Gain / (Loss)(2)
Ending Balance 3/31/21
Realized Gain / (Loss)(3)
BX 2020 BXLP G Industrial Paper L+2.50% 12/15/29 Principal due at maturity 01/23/20 $ 5,827,000 $ 5,727,361 $ — $ — $ 106,460 $ 5,833,821 —
CGDB 2019 MOB F Medical Office Mortgage Loans L+2.55% 11/15/36 Principal due at maturity 02/04/20 4,000,000 3,861,200 — — 78,000 3,939,200 —
BX 2019 IMC G International Markets Center and AmericasMart Atlanta L+3.60% 4/15/34 Principal due at maturity 03/19/20 3,700,000 3,320,380 — — 204,610 3,524,990 —
BHMS 2018 ATLS D Atlantis Paradise Island Resort L+2.25% 7/15/35 Principal due at maturity 03/20/20 1,998,000 1,960,837 — (699,300) (267,332) 994,205 289,710
BHMS 2018 ATLS E Atlantis Paradise Island Resort L+3.00% 7/15/35 Principal due at maturity 03/30/20 1,550,000 1,505,980 — — 21,080 1,527,060 —
BX 2020 VIVA D MGM Grand and Mandalay Bay Resort and Casino Las Vegas 3.67% 3/9/44 Principal due at maturity 05/05/20 3,287,374 3,285,402 — (2,752,384) (533,018) — 570,470
BX 2020 VIVA E MGM Grand and Mandalay Bay Resort and Casino Las Vegas 3.67% 3/9/44 Principal due at maturity 05/05/20 2,319,018 2,193,095 — (446,786) (104,025) 1,642,284 120,485
CGCMT 2020-WSS F WoodSpring Suites Extended Stay Hotel L+2.71% 2/16/27 Principal due at maturity 07/08/20 3,160,000 2,859,340 — — 88,573 2,947,913 —
$ 25,841,392 $ 24,713,595 $ — $ (3,898,470) $ (405,652) $ 20,409,473 980,665


Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount		Carrying Amount
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000,000	$	(142,536)	$	24,857,464
111 Montgomery(2)	The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2024	Principal due at maturity	1,012,452		(71,091)		941,361
The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2024	Principal due at maturity	6,771,573		(50,131)		6,721,442
The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2024	Principal due at maturity	1,620,013		(11,245)		1,608,768
					$	34,404,038	$	(275,003)	$	34,129,035


(1)		The term "L" refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of March 31, ~~2021 and December 31, 2020,~~2022, one-month LIBOR was equal to ~~0.11% and 0.14%, respectively.~~ 0.45%.
(2)	~~Unrealized gain/loss~~	The Company’s investment is held through its membership interest in an entity which aggregates the Company’s interest with interests held by other funds managed by the Sub-Adviser. The Company has been allocated its proportionate share of the loan based on ~~debt security investments are determined using price quotations provided by independent third party valuation firms and are included~~its membership interest in ~~other income (expense) on~~ the ~~consolidated statement of operations.~~
~~(3)~~		~~Realized gain/loss is included in other income (expense) on the consolidated statement of operations.~~aggregating entity.

The following table details our investments in real estate-related securities as of March 31, 2022:


Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS	3	L+4.2%	September 2030	$	16,600,000	$	15,372,730	$	16,401,173
Total investments in real estate-related securities				$	16,600,000	$	15,372,730	$	16,401,173


(1)			The term "L" refers to the one-month US dollar-denominated LIBOR. As of March 31, 2022, one-month LIBOR was equal to 0.45%. Fixed rate CMBS real estate loans are reflected as a spread over the relevant floating benchmark rates for purposes of the weighted-averages.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

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Lease Expirations

The following ~~tables detail~~table details the ~~Company's real estate-related loan investments~~expiring leases at our office and logistics properties by annualized base rent and square footage as of March 31, ~~2021~~2022. The table below excludes our multifamily and ~~December 31, 2020:~~single-family rental properties as substantially all leases at such properties expire within 12 months.

As of March 31, 2021
Investment Collateral
Interest Rate(1)
Maturity Date
Payment Terms(2)
Prior Liens Face Amount Unamortized Discount Carrying Amount
Atlantis Mezzanine Loan Atlantis Paradise Island Resort L+6.67% July 2021 Principal due at maturity $1.525 billion(3) $ 25,000,000 $ — $ 25,000,000
IMC/AMC Bond Investment International Markets Center
AmericasMart Atlanta L+6.15% December 2023 Principal due at maturity $1.643 billion(4) 25,000,000 (227,964) 24,772,036
111 Montgomery The 111 Montgomery Street Condominium
Brooklyn, New York L+7.00% February 2024 Principal due at maturity none 3,675,515 (45,824) 3,629,691
The Avery Senior Loan The Avery Condominium
San Francisco, California L+7.30% February 2024 Principal due at maturity none 9,893,820 (110,288) 9,783,532
The Avery Mezzanine Loan The Avery Condominium
San Francisco, California L+12.50% February 2024 Principal due at maturity
$200.1 million(5)
2,219,378 (24,740) 2,194,638
$ 65,788,713 $ (408,816) $ 65,379,897

As of December 31, 2020
Investment Collateral
Interest Rate(1)
Maturity Date
Payment Terms(2)
Prior Liens Face Amount Unamortized Discount Carrying Amount
Atlantis Mezzanine Loan Atlantis Paradise Island Resort L+6.67% July 2021 Principal due at maturity
$1.525 billion(3)
$ 25,000,000 $ — $ 25,000,000
IMC/AMC Bond Investment International Markets Center
AmericasMart Atlanta L+6.15% December 2023 Principal due at maturity
$1.643 billion(4)
25,000,000 (249,029) 24,750,971
$ 50,000,000 $ (249,029) $ 49,750,971


Year	Number of Expiring Leases	Annualized Base Rent(1)		% of Total Annualized Base Rent Expiring	Approximate Gross Leasable Square Footage of Expiring Leases	% of Total Square Feet Expiring

2022	10	$	1,267,141	2%	24,674	4%
2023	12	3,571,457		5%	84,775	10%
2024	6	501,779		3%	52,525	1%
2025	15	3,198,095		7%	110,309	9%
2026	6	2,707,056		6%	91,650	8%
2027	2	1,010,895		3%	53,206	3%
2028	4	1,056,559		2%	31,362	3%
2029	3	1,384,241		5%	85,362	4%
2030	2	404,898		3%	42,716	1%
2031	3	295,058		3%	38,144	1%
Thereafter	3	20,533,522		61%	970,902	56%
Total	66	$	35,930,701	100%	1,585,625	100%


(1)			~~The term "L" refers to~~Annualized base rent is determined from the ~~one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of~~ annualized March 31, ~~2021~~2022 base rent per leased square foot of the applicable year and ~~December 31, 2020, one-month LIBOR was equal to 0.11%~~excludes tenant recoveries, straight-line rent, and ~~0.14%, respectively.~~
~~(2)~~			~~Neither investment is subject to delinquent principal or interest as of March 31, 2021 or December 31, 2020.~~
~~(3)~~			~~The Atlantis Mezzanine Loan is subordinate to a first mortgage loan of $1.20 billion~~above-market and ~~a $325 million senior mezzanine loan.~~below-market lease amortization.
~~(4)~~			~~The IMC / AMC Bond Investment is subordinate to a $1.15 billion first mortgage on properties owned by IMC and a $493 million first mortgage on properties owned by AMC.~~
~~(5)~~			~~The Avery Mezzanine Loan is subordinate to an Oaktree Capital Management first mortgage commitment of $200.1 million.~~

COVID-19 Pandemic

With the increased availability and distribution of vaccines and therapeutics against COVID-19, the macroeconomic outlook has improved with the return of more favorable economic conditions, including the removal of occupancy restrictions and government-mandated closures in the markets in which we operate. However, uncertainty remains in the near-term surrounding risks of new economic restrictions and general uncertainty surrounding supply chains, disrupted travel, impacted social conditions and the labor markets. The extent to which future developments may impact the global economy and our business are highly uncertain and cannot be predicted.

Table of Contents

Results of Operations

The following table sets forth information regarding our consolidated results of operations:

~~The Company is closely monitoring~~


	For the Three Months Ended				Change
	March 31, 2022		March 31, 2021		$
Revenues
Rental revenues	$	21,660,162	$	7,231,048	$	14,429,114
Other revenues	1,892,592		381,445		1,511,147
Total revenues	23,552,754		7,612,493		15,940,261
Expenses
Rental property operating	7,922,420		3,315,026		4,607,394
General and administrative	1,990,188		1,015,798		974,390
Organizational expenses	—		—		—
Management fee	1,196,264		554,049		642,215
Performance fee	3,513,191		573,823		2,939,368

Depreciation and amortization	13,195,191		4,324,486		8,870,705
Total expenses	27,817,254		9,783,182		18,034,072
Other income (expense)
Income from real estate-related loans and securities	1,070,707		1,202,332		(131,625)
Interest expense	(6,723,096)		(1,372,457)		(5,350,639)
Realized gain on real estate investments, net	668,760		980,665		(311,905)
Unrealized gain (loss) on investments, net	6,790,924		(12,427)		6,803,351
Total other income (expense)	1,807,295		798,113		1,009,182
Net loss	$	(2,457,205)	$	(1,372,576)	$	(1,084,629)
Net (income) loss attributable to non-controlling interests in third party joint ventures	$	(5,800)	$	125,278	$	(131,078)
Net loss attributable to redeemable non-controlling interests	975,024		—		975,024
Net loss attributable to Brookfield REIT stockholders	$	(1,487,981)	$	(1,247,298)	$	(240,683)
Per common share data:
Net loss per share of common stock - basic and diluted	$	(0.05)	$	(0.06)	$	0.01
Weighted average number of shares outstanding - basic and diluted	31,696,217		21,277,332		$	10,418,885

Revenues

Revenues primarily consist of base rent arising from tenant leases at our multifamily, office, logistics and alternatives properties. Revenues increased $15.9 million to $23.6 million for the impact of the COVID-19 pandemic on all aspects of its business and across its portfolio, including how it will impact its tenants. While the Company did not experience significant disruptions during the three months ended March 31, ~~2021 from~~2022. The increase is due to the COVID-19 pandemic, it will continue to work closely with its impacted tenants to address their concerns on a case-by-case basis, seeking solutions that address immediate cash flow interruptions while maintaining long term lease obligations.

~~The impact~~significant acquisition activity and growth of the ~~COVID-19 pandemic on the Company's rental~~portfolio since March 31, 2021. We owned 18 consolidated investments as of March 31, 2022, compared to five consolidated investments as of March 31, 2021. The components of revenue ~~for the remainder of 2021 and thereafter cannot be determined at present. The situation surrounding the COVID-19 pandemic remains fluid, and we~~during these periods are ~~actively managing our response~~as follows ($ in collaboration with tenants, government officials and business partners and assessing potential impacts to our financial position and operating results, as well as potential adverse developments in our business.millions):

~~Revenues~~

Revenues increased for the three months ended March 31, 2021 compared to the same period in the prior year due to owning and operating five properties compared to four properties in the prior year period. Revenues of $7.6 million for the three months ended March 31, 2021 related to the Company's five properties and consisted of $6.8 million of rental revenues, $0.4 million of tenant reimbursements and $0.4 million of ancillary income and fees. Revenues of $5.7 million for the three months ended March 31, 2020 related to the Company's four properties and consisted of $5.1 million of rental revenues, $0.3 million of tenant reimbursements and $0.3 million of ancillary income and fees.


	For the Three Months Ended				Change
	March 31, 2022		March 31, 2021		$
Rental revenue	$	19.8	$	6.8	$	13.0
Tenant reimbursements	1.9		0.4		1.5
Ancillary income and fees	1.9		0.4		1.5
Total revenue	$	23.6	$	7.6	$	16.0

Rental Property Operating Expenses

~~Table of Contents~~

Rental property operating expenses ~~increased for~~consist of the ~~three months ended March 31, 2021 compared to the same period in the prior year due to owning~~costs of ownership and ~~operating five properties compared to four properties in the prior year period. Rental property operating expenses~~operation of ~~$3.3 million for the three months ended March 31, 2021 related to the Company's five properties and consisted of property expenses,~~our real estate properties, including real estate taxes, repairs and maintenance expenses, utilities, property management fees, and insurance ~~expense.~~expenses. Rental property operating expenses ~~of $2.0~~increased $4.6 million ~~for~~during the three months ended March 31, ~~2020 related~~2022 to $7.9 million compared to $3.3 million during the three months ended March 31, 2021. The increase is attributable to the ~~Company's four properties and consisted~~increase in the portfolio size as described above.

Table of ~~property expenses, real estate taxes, utilities, property management fees and insurance expense.~~Contents

General and Administrative Expenses

General and administrative expenses ~~of $1.0 million for the three months ended March 31, 2021 consisted of~~are corporate-level expenses that relate mainly to our compliance and administration costs, including legal fees, audit fees, professional tax fees, valuation fees, board of director fees and ~~miscellaneous expenses. General~~other professional fees. During the three months ended March 31, 2022, general and administrative expenses were $2.0 million as compared to $1.0 million during the three months ended March 31, 2021. The increase of ~~$0.7~~$1.0 million is primarily due to the increase in the size of the portfolio as described above.

Management Fee

Management fees are earned by our Adviser for providing services pursuant to the Advisory Agreement. During the three months ended March 31, 2022, management fees were $1.2 million as compared to $0.6 million during the three months ended March 31, 2021. Management fees are calculated based on our aggregate NAV and paid monthly. The increase in the current period was due to the growth of our NAV.

Performance Fee

During the three months ended March 31, 2022, accrued performance fees were $3.5 million as compared to $0.6 million during the three months ended March 31, 2021. The performance fee is accrued monthly and becomes payable to the Adviser at the end of each calendar year. Performance fees are calculated based on our total return and incorporate our aggregate NAV at the end of the period. The increase in the current period was primarily the result of our increased NAV and a higher total return for the three months ended March 31, 2020 consisted of legal fees, audit fees, professional tax fees, valuation fees, board of director fees and miscellaneous expenses. The increase in general and administrative expenses is primarily due to owning five properties, five loan investments and seven securities investments2022, compared to ~~four properties, two loan investments~~the three months ended March 31, 2021.

Depreciation and ~~six securities investments in prior year period.~~Amortization

~~Management Fee~~

During the three months ended March 31, ~~2021~~2022, depreciation and ~~2020, we recognized management fees of $0.6~~amortization increased $8.9 million ~~and $0.4 million, respectively, payable~~ compared to ~~the Adviser as compensation in connection with the ongoing management of the assets of the Company.~~

~~Performance Fee~~

~~During~~ the three months ended March 31, ~~2021 and 2020, we recognized performance fees~~2021. The increase was driven by the growth in our portfolio, which increased from five consolidated investments as of ~~$0.6 million and $0.8 million, respectively.~~

~~Depreciation and Amortization~~

~~Depreciation and amortization expense of $4.3 million for the three months ended~~ March 31, 2021 ~~related~~ to ~~the Company's five properties. Depreciation and amortization expense~~18 consolidated investments as of ~~$3.4 million for the three months ended~~ March 31, ~~2020 related to the Company's four properties.~~

2022
.

Income from Real Estate-Related Loans and ~~Interest Income~~Securities

During the three months ended March 31, 2022 and 2021, interest income from real estate-related loans and securities was $1.1 million and $1.2 million, respectively. The $0.1 million decrease in interest income was driven by the sale of one real estate-related loan and seven real estate-related securities, offset slightly by the acquisitions of two real estate-related securities during the period March 31, 2021 to March 31, 2022.

Interest ~~income of $1.2~~Expense

Interest expense is primarily related to interest payable on our property mortgage loans. Interest expense increased to $6.7 million for the three months ended March 31, ~~2021 related primarily~~2022, compared to ~~interest income earned on the Atlantis Mezzanine Loan of $0.4~~$1.4 million interest earned on the IMC/AMC Bond Investment of $0.4 million, interest earned on floating-rate commercial mortgage backed securities of $0.2 million, interest earned on the Avery mortgage loans of $0.1 million and interest earned on the Montgomery mortgage loan of $0.1 million. Interest income of $1.4 million for the three months ended March 31, ~~2020 related~~2021. The increase is primarily ~~to interest income earned on~~ the Atlantis Mezzanine Loan of $0.6 million, interest earned on the IMC/AMC Bond Investment of $0.5 million, interest earned on floating-rate commercial mortgage backed securities of $0.1 million and discount accretion of $0.2 million.

~~Interest Expense~~

Interest expense of $1.4 million for the three months ended March 31, 2021 consisted of $1.3 million of mortgage loan interest and $0.1 million of loan fee amortization on five property investments. Interest expense of $1.4 million for the three months ended March 31, 2020 consisted of mortgage loan interest on four property investments. Interest rates declined to near-zero as a result of the ~~ongoing coronavirus pandemic.~~

increase in the portfolio size as described above as well as increases to LIBOR and SOFR for our variable rate debt.

Realized Gains on Investments

In March 2022, one of our CMBS investments was settled for

$3.1 million and we recognized a realized gain of $0.7 million. During the three months ended March 31, 2021, we sold an aggregate of $3.9 million of ~~fixed and floating-rate commercial backed securities (“CMBS”)~~CMBS for $4.9 million and recognized a gain of ~~$1.0~~$1.0 million ~~as a result of the sale. We did not have any sales or realized gains in the three months ended March 31, 2020.~~

Unrealized Gains and Losses on Investments

~~Table~~Unrealized gains on investments consists of ~~Contents~~

changes in the fair value of investments in real estate-related securities and investments in unconsolidated entities. During the three months ended March 31, ~~2021,~~2022, we recognized an unrealized ~~loss~~gain of ~~$0.01~~$6.8 million. The increase is primarily ~~due~~attributable to ~~a $0.4 million mark-to-market decrease~~investments in the value of our CMBS offset by $0.4 million increase in the value of our interest rate swap for one mortgage loan. During the three months ended March 31, 2020, we recognized an unrealized loss of $1.8 million primarily due to mark-to-market decreases in the value of our CMBS.

unconsolidated entities.

Net (Income) Loss Attributable to Non-Controlling Interests in Third Party Joint Ventures

Net (income) loss attributable to non-controlling interests ~~of $0.1~~in third party joint ventures was $(0.01) million and $0.1 million for the three months ended March 31, 2022 and 2021, ~~related to losses~~respectively. The (income) loss is allocable to the interests held by ~~the Company's~~our third party joint venture partners in ~~the Company's five~~certain properties.

Net ~~loss~~Gain Attributable to Non-Controlling Interests in Brookfield REIT OP LP

The $1.0 million net gain attributable to non-controlling interests ~~of $0.1 million for the three months ended March 31, 2020~~in Brookfield REIT OP LP is related to ~~losses~~gains allocable to the interests held ~~by the Company's joint venture partners~~ in the ~~Company's four properties.~~Operating Partnership by parties other than the Company.

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Reimbursement by the Adviser

Pursuant to the advisory agreement between us, the Adviser and the Operating Partnership, the Adviser will reimburse us for any expenses that cause our Total Operating Expenses in any four consecutive fiscal quarters to exceed the greater of: (i) 2% of our Average Invested Assets or (ii) 25% of our Net Income (each as defined in our charter) (the “2%/25% Limitation”).

Notwithstanding the foregoing, to the extent that our Total Operating Expenses exceed these limits and the independent directors determine that the excess expenses were justified based on unusual and nonrecurring factors that they deem sufficient, the Adviser would not be required to reimburse us.

For the four consecutive quarters ended March 31, 2022, our Total Operating Expenses exceeded the 2%/25% Limitation. Based upon a review of unusual and non-recurring factors, including but not limited to outsized performance during this period resulting in an increased performance fees, our independent directors determined that the excess expenses were justified.

Liquidity and Capital Resources

Our primary needs for liquidity ~~and capital resources~~ are to fund our investments, to make distributions to our stockholders, to repurchase shares of our common stock pursuant to our share repurchase plan, to pay ~~our offering~~operating expenses, fund capital expenditures, repay indebtedness, and ~~operating fees and expenses and to~~ pay ~~interest~~debt service on our outstanding indebtedness. Our ~~offering and~~ operating ~~fees and~~ expenses include, among other things, ~~the~~fees and expenses related to managing our properties and other investments, management ~~fee~~and performance fees we ~~will~~ pay to the Adviser ~~stockholder servicing fees we will pay to~~(to the dealer manager, legal, audit and valuation expenses, federal and state securities filing fees, printing expenses, transfer agent fees, marketing and distribution expenses and fees related to acquiring, financing, appraising and managing our properties. We do not have any office or personnel expenses as we do not have any employees.

~~As of March 31, 2021 and December 31, 2020,~~extent the Adviser elects to receive such fees in cash) and its affiliates had incurred approximately $6.2 million and $5.7 million, respectively, of organization and offering expenses on our behalf. The Company agreed to reimburse these expenses ratably over the 60 months following July 6, 2022. Prior to an amendment in 2020, the organization and offering costs would have been reimbursed ratably over 60 months following the one year anniversary of our escrow break on December 6, 2020.

Organization expenses are expensed as incurred and offering expenses are reflected as a reduction of additional paid-in capital as such amounts will be reimbursed to the Adviser or its affiliates from the gross proceeds of the Offering. Any amount due to the Adviser but not paid will be recognized as a liability on the balance sheet.

general corporate expenses.

Our cash needs for acquisitions and other capital investments will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt. Other potential future sources of capital include secured or unsecured financings from banks and other lenders and proceeds from the sale of assets. As of March 31, 2022, we have $407.2 million of undrawn available capacity on our Secured Credit Facility and $75.0 million of undrawn available capacity on our Affiliate Line of Credit. During the three months ended March 31, 2022, we received $97.5 million of proceeds from the sale of share of our common stock and repurchased $0.8 million in shares of our common stock under our share repurchase plan.

We continue to believe that our current liquidity position is sufficient to meet the need of our expected investment activity.

The ~~economic effects~~following table is a summary of ~~COVID-19 may make it more difficult for us to obtain financing for~~ our ~~investments on attractive terms or at all.~~

On June 5, 2020, the Company entered into the Credit Agreement with Oaktree Fund GP I, L.P., (the "Lender"), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million, which was undrawnindebtedness as of March 31, 2021. The Credit Agreement expires on June 30, 2021, subject to one-year extension options requiring Lender approval. Borrowings under the Credit Agreement will bear interest at a rate of the then-current rate offered by a third-party lender, or, if no such rate is available, LIBOR plus 2.25%.2022:

~~As of March 31, 2021, our indebtedness consisted of our mortgage loans secured by our real property investments.~~

~~Table of Contents~~

~~The following table summarizes the Company's mortgage loans:~~

Indebtedness

Interest Rate(1)

Maturity Date

Maximum Facility Size

Principal Balance Outstanding

Anzio Apartments mortgage loan

L+1.59%

May 2029

44,400,000

Two Liberty Center mortgage loan

L+1.50%

August 2024

62,085,155

Lakes at West Covina mortgage loan

L+1.55%

February 2025

25,603,855

Arbors of Las Colinas mortgage loan

SOFR+2.24%

January 2031

45,950,000

1110 Key Federal Hill mortgage loan

2.34%

October 2028

51,520,000

Domain mortgage loan

SOFR+1.50%

December 2026

48,700,000

DreamWorks Animation Studios mortgage loan

3.20%

March 2029

212,200,000

Secured Multifamily Term Loan(2)

SOFR+1.70%

March 2025

372,760,000

Secured Credit Facility(2)

L + 1.95%

November 2022

500,000,000

92,803,618

Affiliate Line of Credit

L + 2.25%

November 2022

125,000,000

50,000,000

Total Indebtedness

1,006,022,628


(1)			The term "L" refers to the one-month US dollar-denominated LIBOR. As of March 31, ~~2021 and December 31, 2020,~~2022, one-month LIBOR was equal to ~~0.11% and 0.14%, respectively.~~
~~(2)~~			The mortgage loans are subject to customary terms and conditions, and the respective joint venture was in compliance with all financial covenants it is subject to under the mortgage loan as of March 31, 2021.
~~(3)~~			0.45%. The term "SOFR" refers to the ~~one-month~~ Secured Overnight Financing Rate. As of March 31, ~~2021 and December 31, 2020, the one-month~~2022, SOFR was ~~equal~~0.29%.
(2)			As of March 31, 2022, borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso Apartments, 2626 South Side Flats and The Parker. The Secured Multifamily Term Loan matures on March 21, 2025 and has two one-year extension options to ~~0.01%~~March 21, 2026 and ~~0.08%, respectively.~~March 31, 2027, subject to certain conditions.
(3)			As of March 31, 2022, borrowings on the Secured Credit Facility are secured by the following properties: 8400 Westphalia Road, 6123-6227 Monroe Court, McLane Distribution Center, 2003 Beaver Road, 187 Bartram Parkway and certain properties in the Single Family Rental Portfolio. The facility has a one-year extension option to November 9, 2023, subject to certain conditions.

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Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash:


		For the three months ended March 31, 2021		For the three months ended March 31, 2020			For the three months ended March 31, 2022		For the three months ended March 31, 2021
Net cash provided by operating activities	Net cash provided by operating activities	$	2,381,695	$	3,417,709	Net cash provided by operating activities	$	10,457,591	$	2,381,695
Net cash used in investing activities	Net cash used in investing activities	(13,247,724)		(64,366,895)		Net cash used in investing activities	(307,451,549)		(13,247,724)
Net cash provided by financing activities	Net cash provided by financing activities	5,754,269		57,866,026		Net cash provided by financing activities	331,851,680		5,754,269
Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	$	(5,111,760)	$	(3,083,160)	Net change in cash and cash equivalents and restricted cash	$	34,857,722	$	(5,111,760)

Cash flows provided by operating activities increased $8.1 million for the three months ended March 31, 2022, compared to the corresponding period in 2021 ~~related primarily~~due to increased cash ~~payments~~flows from the operations of our properties and ~~receipts associated with operations at~~income from our ~~five property~~ investments ~~five~~in real estate-related ~~loans and seven commercial mortgage backed securities.~~ debt. The increase was primarily due to property acquisitions during the period. As of March 31, 2022, we owned 18 consolidated properties, compared to five properties as of March 31, 2021.

Cash flows ~~provided by operating~~used in investing activities increased $294.2 million for the three months ended March 31, ~~2020 related~~2022, compared to ~~cash payments~~the corresponding period in 2021. The increase was primarily due to the acquisition of four real estate properties and ~~receipts associated with operations at four property investments, two real estate-related loan investments and six commercial mortgage backed securities.~~

148 single-family rental properties during the three months ended March 31, 2022.

Cash flows ~~used in investing~~provided by financing activities increased $326.1 million for the three months ended March 31, ~~2021 relates~~2022, compared to the corresponding period in 2021. The increase is primarily due to ~~purchases of three investments in real estate-related~~borrowings from mortgage loans ~~building improvements to our real estate~~ and an investment deposit related to a potential property acquisition offset by cash flows provided by selling three commercial mortgage backed securities. Cash flows used in investing activities for the three months ended March 31, 2020 relates to our acquisition of one property investmentcredit facilities and ~~six real estate-related loan investments and building improvements to our real estate.~~

~~Cash flows provided by financing activities for the three months ended March 31, 2021 relates to~~increased proceeds from ~~issuance~~the sale of common stock offset by repurchases of common stock and distributions paid. Cash flows provided by financing activities for the three months ended March 31, 2020 relates primarily to borrowings on a mortgage loan for our asset acquisition, proceeds from issuance of common stock and contributions from non-controlling interests partially offset by repurchases of common stock and distributions paid.

stock.

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Net Asset Value

We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our total NAV presented in the following tables includes the NAV of our Class S, Class I, Class T, Class D, Class C and Class IE shares of common ~~stock.~~stock, as well as partnership interests in the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of March 31, ~~2021:~~2022:


Components of NAV	March 31, ~~2021~~2022
Investments in real properties	$	~~354,292,838~~1,523,926,630
Investments in real estate-related loans and securities	~~86,312,240~~50,931,334
Investments in unconsolidated entities	104,778,146
Cash and cash equivalents	~~27,167,065~~45,978,238
Restricted cash	~~3,740,400~~49,663,098
Other assets	~~5,383,045~~25,772,014
Debt obligations	~~(226,259,025)~~(998,754,750)
Accrued performance fee~~(1)~~	~~(2,989,605)~~(3,513,191)
Accrued stockholder servicing fees~~(2)~~(1)	~~(107,295)~~(221,574)
Management fee payable	~~(370,937)~~(1,195,516)
~~Distribution~~Dividend payable	~~(802,614)~~(3,165,832)
Subscriptions received in advance	— (43,215,592)
Other liabilities	~~(14,250,362)~~(17,015,775)
Non-controlling interests in joint ventures	~~(12,071,896)~~(18,193,056)
Net asset value~~(3)~~	$	~~220,043,854~~715,774,174
Number of ~~shares~~shares/units outstanding	~~20,662,400~~54,308,699


(1)			~~Includes accrued performance fee that became payable to the Adviser on December 31, 2019 and December 31, 2020.~~
~~(2)~~			Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. ~~The Dealer Manager does not retain any~~Under GAAP, we accrue the full cost of ~~these fees, all~~the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of ~~which are retained by, or reallowed (paid) to, participating broker-dealers.~~our common stock. As of March 31, 2022, we have accrued under GAAP approximately $18.6 million of stockholder servicing fees.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2022:


NAV Per Share/Unit	Class S Shares		Class I Shares		Class T Shares		Class D Shares		Class C Shares(1)		Class E Shares(1)		Third-party Operating Partnership Units(2)		Total
Net asset value	$	322,679,722	$	51,071,996	$	—	$	—	$	45,123,609	$	33,640,208	$	263,258,639	$	715,774,174
Number of shares/units outstanding	24,688,249		3,888,400		—		—		3,479,275		2,521,357		19,731,418		54,308,699
NAV Per Share/Unit as of March 31, 2022	$	13.0702	$	13.1344	$	—	$	—	$	12.9693	$	13.3421	$	13.3421


~~(3)~~(1)			~~See Reconciliation~~Class C and Class E shares of ~~Stockholders’ equity~~our common stock are offered to ~~NAV below for an explanation~~investors pursuant to private offerings.
(2)			Includes the partnership interests of the ~~difference between~~Operating Partnership held by parties other than the ~~$220 million of our NAV and the $183 million of our stockholders' equity under accounting principles generally accepted in the United States of America (“GAAP”).~~ Company.

NAV Per Share Class S
Shares Class I
Shares Class C
Shares Class T
Shares Class D
Shares Total
Net asset value $ 152,188,623 $ 67,063,168 $ 792,063 $ — $ — $ 220,043,854
Number of shares outstanding 14,338,773 6,249,667 73,960 — — 20,662,400
NAV Per Share as of March 31, 2021 $ 10.6138 $ 10.7307 $ 10.7093 $ — $ —
As of March 31, 2022, no Class T or Class D shares had been issued.

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Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the March 31, ~~2021~~2022 valuations, based on property types.


Property Type	Property Type	Discount Rate	Exit Capitalization Rate	Property Type	Discount Rate	Exit Capitalization Rate
Multifamily	Multifamily	6.59%	5.15%	Multifamily	6.1%	4.8%
Office	Office	7.55%	6.63%	Office	7.7%	6.7%
Logistics				Logistics	5.9%	5.0%
Alternatives				Alternatives	5.0%	4.8%

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These assumptions are determined by the Adviser and reviewed by our independent valuation ~~adviser.~~advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:


Input	Input	Hypothetical Change	Multifamily Investment Values	Office Investment Values	Input	Hypothetical Change	Multifamily Investment Values	Office Investment Values	Logistics Investment Values	Alternatives Investment Values
Discount Rate	Discount Rate	0.25% decrease	1.97%	1.84%	Discount Rate	.25% decrease	2.5%	3.9%	3.1%	4.0%
(weighted average)	(weighted average)	0.25% increase	(1.91)%	(1.84)%	(weighted average)	.25% increase	(2.4)%	(3.7)%	(3.3)%	(3.8)%
Exit Capitalization Rate	Exit Capitalization Rate	0.25% decrease	3.35%	2.45%	Exit Capitalization Rate	.25% decrease	5.4%	5.1%	5.9%	7.5%
(weighted average)	(weighted average)	0.25% increase	(2.99)%	(2.30)%	(weighted average)	.25% increase	(4.6)%	(4.4)%	(5.1)%	(6.1)%

The preceding tables do not include recently acquired properties, which are held at cost in accordance with our valuation guidelines, and our unconsolidated interest in Principal Place.

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The following table reconciles ~~stockholders' equity~~Stockholders' Equity per our ~~consolidated balance sheet~~Consolidated Balance Sheets to our NAV:


Reconciliation of Stockholders' ~~equity~~Equity to NAV	March 31, ~~2021~~2022
Stockholders' equity under U.S. GAAP	$	~~183,241,911~~292,296,907
Redeemable non-controlling interest	259,813,176
Total partners' capital of Operating Partnership under GAAP	552,110,083
Adjustments:
Accrued stockholder servicing fee	~~107,295~~221,574
Deferred rent	~~(1,965,054)~~(657,021)
Organizational and offering costs	~~7,000,691~~30,847,060
~~Commissions~~Selling commissions and dealer manager fees	~~692,770~~1,195,412
Unrealized net real estate appreciation ~~and depreciation~~	~~4,462,351~~
~~Non-controlling interest~~	~~4,634,455~~82,975,137
Accumulated amortization of discount	~~(890,876)~~(976,304)
Accumulated depreciation and amortization	~~22,760,311~~50,058,233
NAV	$	~~220,043,854~~715,774,174

The following details the adjustments to reconcile stockholders’ equity under GAAP to our NAV:

•Accrued stockholder servicing fee: Accrued stockholder servicing fee represents the ~~monthly~~accrual for the full cost of the stockholder servicing fee for Class S shares. Under GAAP we accrued the full cost of the stockholder servicing fee payable over the life of each share (assuming such share remains outstanding the length of time required to pay the maximum stockholder servicing fee) as an offering cost at the time we sold such share. For purposes of calculating NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid.

•Deferred rent: Deferred rent represents straight line ~~rents~~rental revenue recorded under GAAP. For purposes of calculating NAV, deferred rental revenues are excluded.

•Organization and offering costs: The Adviser, ~~has~~and previously the Oaktree Adviser, agreed to advance ~~all of our~~ organization and offering expenses on our behalf (other than upfront selling commissions, dealer manager fees and stockholder servicing fees) through July 6, ~~2022 (which date reflects~~2022. As part of the Adviser Transition, the Adviser acquired the Oaktree Adviser’s ~~agreement~~receivable related to ~~extend~~ the ~~period during which it will advance such~~organization and offering expenses ~~from~~previously incurred by the ~~previously agreed date of December 6, 2020).~~Oaktree Adviser. We will reimburse the Adviser for all such advanced expenses ratably over the 60 months following ~~July 6, 2022. We will reimburse the Adviser for any organization and offering expenses that it incurs on our behalf as and when incurred after~~ July 6, 2022. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. ~~For~~Organization and offering expenses that have been advanced by the Adviser are excluded for the purposes of calculating NAV ~~such costs~~and will be recognized as a reduction to NAV inas they are reimbursed to the ~~month such costs are reimbursed.~~Adviser ratably over the 60 months commencing July 6, 2022.

•Selling commissions and dealer manager fees: We record selling commissions and dealer manager fees as offering costs in accordance with GAAP. These costs are excluded for purposes of determining NAV.

•Unrealized net real estate appreciation: Our investments in real estate are presented under historical cost in our GAAP ~~consolidated financial statements.~~Consolidated Financial Statements. Additionally, our mortgage ~~notes,~~loans, term loans, ~~revolving~~ credit facilities, and repurchase agreements (“Debt”) are ~~recorded~~presented at their carrying value in our ~~consolidated GAAP financial statements.~~Consolidated Financial Statements. As such, any increases or decreases in the fair market value of our investments in real estate or our Debt are not recorded in our GAAP results. For purposes of determining our NAV, our investments in real estate and our Debt are recorded at fair value.

•~~In addition, we~~Accumulated amortization of discount: We amortize the discount on our loan investments over the term period in accordance with GAAP. Such amortization is excluded for purposes of determining our NAV.

•Accumulated depreciation and amortization: We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is excluded for purposes of determining our NAV.

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Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution

We believe funds from operations (“FFO”) is a meaningful non-GAAP supplemental ~~non-GAAP~~measure of our operating ~~metric.~~results. Our ~~consolidated financial statements~~Consolidated Financial Statements are presented under historical cost accounting which, among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments will decrease evenly over a set time period. However, we believe that the value of real estate investments will fluctuate over time based on market conditions and as such, depreciation under historical cost accounting may be less informative. FFO is a standard REIT industry metric defined by the National ~~Associational~~Association of Real Estate Investment Trusts (“NAREIT”). FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP)), excluding (i) gains or losses from sales of depreciable real property, (ii) impairment write-downs on depreciable real property, plus (iii) real estate-related depreciation and amortization, and (iv) after adjustments for our share of consolidated and unconsolidated joint ventures.

We also believe that adjusted FFO (“AFFO”) is a meaningful non-GAAP supplemental disclosure of our operating results. AFFO further adjusts FFO in order for our operating results to reflect the specific characteristics of our business by adjusting for items we believe are not related to our ~~core~~ operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income, (ii) amortization of above- and below-market lease intangibles, (iii) amortization of mortgage premium/discount, (iv) organization costs, (v) amortization of restricted stock awards, (vi) unrealized gains and losses from changes in fair value of real estate-related loans and securities, (vii) non-cash performance fee or other non-cash incentive compensation, and (viii) similar adjustments for unconsolidated joint ventures.

We also believe funds available for distribution (“FAD”) is an additional meaningful non-GAAP supplemental disclosure that provides useful information for considering our operating results and certain other items relative to the amount of our distributions by removing the impact of certain non-cash items on our distributions. FAD is calculated as AFFO excluding (i) management fees paid in shares or operating partnership units even if repurchased by us, and including deductions for (ii) stockholder servicing fees paid during the period, and (iii) similar adjustments for unconsolidated joint ventures. FAD is not indicative of cash available to fund our cash needs and does not represent cash flows from operating activities in accordance with GAAP, as it excludes adjustments for working capital items and actual cash receipts from interest income recognized on real estate related securities. Cash flows from operating activities in accordance with GAAP would generally be adjusted for such items. Furthermore, FAD is adjusted for stockholder servicing fees and recurring tenant improvements, leasing commissions, and other capital expenditures, which are not considered when determining cash flows from operating activities in accordance with GAAP.

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The following table presents a reconciliation of FFO, AFFO and FAD to net loss attributable to our stockholders:

For the three months ended March 31, 2021 For the three months ended March 31, 2020
Net loss attributable to stockholders $ (1,247,298) $ (2,886,445)
Adjustments to arrive at FFO:
Real estate depreciation and amortization 4,324,486 3,389,665
Amount attributed to non-controlling interests for above adjustments (331,360) (245,931)
FFO attributable to stockholders 2,745,828 257,289
Adjustments to arrive at AFFO:
Straight-line rental income (10,392) (338,276)
Amortization of above and below market lease intangibles and lease inducements 57,174 53,350
Amortization of mortgage premium/discount (21,065) (197,316)
Amortization of restricted stock awards 17,856 17,771
Unrealized loss 12,427 1,800,694
Non-cash performance participation allocation 573,823 811,650
Amount attributable to non-controlling interests for above adjustments 126 10,462
AFFO attributable to stockholders 3,375,777 2,415,624
Adjustments to arrive at FAD:
Realized gain on real estate-related loans and securities (980,665) —
Management fees paid in shares 554,049 —
Stockholder servicing fees (301,190) (165,327)
FAD attributable to stockholders $ 2,647,971 $ 2,250,297


	For the three months ended March 31, 2022		For the three months ended March 31, 2021
Net income (loss) attributable to stockholders and redeemable non-controlling interests	$	(1,487,981)	$	(1,247,298)
Adjustments to arrive at FFO:
Depreciation and amortization	13,195,191		4,324,486
Amount attributed to non-controlling interests of third party joint ventures for above adjustments	(82,124)		(331,360)
FFO attributable to stockholders and redeemable non-controlling interests	$	11,625,086	$	2,745,828
Adjustments to arrive at AFFO:
Straight-line rental income	(657,021)		(10,392)
Amortization of above and below market lease intangibles	270,423		57,174
Amortization of mortgage premium/discount	(21,064)		(21,065)
Amortization of restricted stock awards	80,625		17,856
Unrealized (gain) loss from changes in fair value of financial instruments(1)	(6,790,924)		12,427
Non-cash performance fee and performance participation allocation	3,513,191		573,823
Amount attributed to non-controlling interests of third party joint ventures for above adjustments	1,173		126
AFFO attributable to stockholders and redeemable non-controlling interests	8,021,489		3,375,777
Adjustments to arrive at FAD:
Realized gain on real estate-related loans and securities	(668,760)		(980,665)
Non-cash management fee	1,196,264		554,049
Stockholder servicing fees	(584,640)		(301,190)
FAD attributable to stockholders and redeemable non-controlling interests	$	7,964,353	$	2,647,971

FFO, AFFO, and FAD should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income (loss) or in evaluating our operating performance. In addition, FFO, AFFO, and FAD should not be considered as alternatives to net income (loss) as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO, AFFO, and FAD are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.

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Distributions

~~Beginning December 31, 2019, we declared monthly distributions for each~~Each class of ~~our~~the Company's common stock ~~which are generally paid 20 days after month-end. The Class S and Class I shares received~~receives the same aggregate gross distribution per ~~share, which was $0.5835 per share since inception through March 31, 2021.~~share. The net distribution varies for each class based on the applicable stockholder servicing fee and management fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.

The following table details the net distribution for each of our share classes asfor three months ended March 31, 2022:


Declaration Date	Class S Shares		Class I Shares		Class C Shares		Class E Shares		Class T Shares		Class D Shares
January 28, 2022	$	0.0459	$	0.0546	$	0.0547	$	0.0676	$	—	$	—
March 1, 2022	0.0473		0.0552		0.0553		0.0683		—		—
March 30, 2022	0.0478		0.0568		0.0569		0.0703		—		—
Total	$	0.1410	$	0.1666	$	0.1669	$	0.2062	$	—	$	—

As of March 31, ~~2021:~~

Declaration Date Class S Shares Class I Shares Class C Shares Class T Shares Class D Shares
December 31, 2019 $ 0.0189 $ 0.0250 $ — $ — $ —
January 30, 2020 $ 0.0222 $ 0.0294 $ — $ — $ —
February 27, 2020 $ 0.0272 $ 0.0341 $ — $ — $ —
March 30, 2020 $ 0.0267 $ 0.0341 $ — $ — $ —
April 30, 2020 $ 0.0272 $ 0.0344 $ — $ — $ —
May 29, 2020 $ 0.0288 $ 0.0361 $ — $ — $ —
June 30, 2020 $ 0.0293 $ 0.0365 $ — $ — $ —
July 30, 2020 $ 0.0291 $ 0.0365 $ — $ — $ —
August 28, 2020 $ 0.0293 $ 0.0367 $ — $ — $ —
September 29, 2020 $ 0.0295 $ 0.0367 $ — $ — $ —
October 29, 2020 $ 0.0294 $ 0.0369 $ — $ — $ —
November 25, 2020 $ 0.0320 $ 0.0392 $ — $ — $ —
December 30, 2020 $ 0.0342 $ 0.0417 $ — $ — $ —
January 28, 2021 $ 0.0344 $ 0.0420 $ — $ — $ —
February 25, 2021 $ 0.0352 $ 0.0420 $ — $ — $ —
March 30, 2021 $ 0.0346 $ 0.0422 $ 0.0422 $ — $ —
Total $ 0.4680 $ 0.5835 $ 0.0422 $ — $ —
2022, no Class T or Class D shares had been issued.

The following table summarizes our distributions declared during the three months ended March 31, ~~2021~~2022 and ~~2020:~~2021:


		For the three months ended March 31, 2021				For the three months ended March 31, 2020					For the three months ended March 31, 2022				For the three months ended March 31, 2021
		Amount		Percentage		Amount		Percentage			Amount		Percentage		Amount		Percentage
Distributions	Distributions									Distributions
Payable in cash	Payable in cash	$	1,413,428	60	%	$	1,178,326	79	%	Payable in cash	$	2,226,036	46	%	$	1,413,428	60	%
Reinvested in shares	Reinvested in shares	933,573		40	%	307,267		21	%	Reinvested in shares	2,575,301		54	%	933,573		40	%
Total distributions	Total distributions	$	2,347,001	100	%	$	1,485,593	100	%	Total distributions	$	4,801,337	100	%	$	2,347,001	100	%

Sources of Distributions	Sources of Distributions									Sources of Distributions
Cash flows from operating activities		$	2,347,001	100	%	$	1,485,593	100	%
Offering proceeds		—		—		—		—
Cash flows from operating activities from current period										Cash flows from operating activities from current period	$	4,801,337	100	%	$	2,347,001	100	%
Total sources of distributions	Total sources of distributions	$	2,347,001	100	%	$	1,485,593	100	%	Total sources of distributions	$	4,801,337	100	%	$	2,347,001	100	%

Cash flows from operating activities	Cash flows from operating activities	$	2,381,695			$	3,417,709			Cash flows from operating activities	$	10,457,591			$	2,381,695
Funds from Operations	Funds from Operations	$	2,745,828			$	257,289			Funds from Operations	$	11,625,086			$	2,745,828
Adjusted Funds from Operations		$	3,375,777			$	2,415,624
Funds Available for Distribution		$	2,647,971			$	2,250,297

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Distribution Policy

We intend to distribute sufficient income so that we satisfy the requirements for qualification as a REIT. In order to qualify as a REIT, we are required to distribute 90% of our annual REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains, to our stockholders. Generally, income distributed to stockholders will not be taxable to us under the Code if we distribute at least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gains.

Distribution Reinvestment Plan

~~The Company has~~We have adopted a distribution reinvestment plan whereby stockholders (other than Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Texas, Vermont and Washington investors) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Alabama, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Texas, Vermont and Washington investors will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of ~~the Company’s~~our common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the offering price before upfront selling

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commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable, which will generally be equal to ~~the Company’s~~our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares pursuant to the distribution reinvestment plan. The stockholder servicing fees with respect to shares of ~~the Company’s~~our Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan.

Critical Accounting ~~Policies~~Estimates

~~Below is a discussion~~The preparation of ~~the accounting policies that management believes are critical to our operations. We consider~~ these ~~policies critical because they~~financial statements in accordance with GAAP involve significant ~~judgments~~judgement and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with GAAP. The preparation of the financial statements in accordance with GAAP requires management to useuncertain. These judgments ~~in the application of such policies. These judgments~~will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. ~~Additionally, other companies may utilize different estimates that may impact the comparability~~The following is a summary of our ~~results of operations to those of companies in similar businesses.~~

~~Under~~significant accounting policies that we believe are the ~~JOBS Act, emerging growth companies can delay adopting new or revised accounting standards that have different effective dates for public~~most affected by our judgements, estimates, and private companies until such time as those standards apply to private companies. We intend to take advantage of the extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to subsequently elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.assumptions.

Please refer to Note 3,2 “Summary of Significant Accounting Policies” to our financial statements in this quarterly report on Form 10-Q for a summary of our critical accounting ~~policies related~~policies.

Principles of Consolidation and Variable Interest Entities

We consolidate entities in which we retain a controlling financial interest or entities that meet the definition of a variable interest entity (“VIE”) for which we are deemed to ~~consolidation, recognition~~be the primary beneficiary. In performing our analysis of whether we are the primary beneficiary, at initial investment and ~~impairment~~at each quarterly reporting period, we consider whether we individually have the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and also have the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE, and whether we are the primary beneficiary, involves significant judgments, including the determination of which activities most significantly affect the entity’s performance, estimates about the current and future fair values and performance of assets held by the entity and/or general market conditions.

Investments in Real Estate

In accordance with the guidance for business combinations, the Company determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired is not a business, the Company accounts for the transaction as an asset acquisition. We evaluate each real estate acquisition to determine whether the integrated set of acquired assets and activities meets the definition of a business.

Upon acquisition of a property, we assesses the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, "above-market" and "below-market" leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and we allocate the purchase price to the acquired assets and assumed liabilities. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions. The company assesses and considers fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends and market and economic conditions.

We also consider an allocation of the purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants' credit quality and expectations of lease renewals. For acquired in-place leases, above- and below-market lease values are recorded at their fair values (using an discount rate that reflects the risks associated with the lease acquired) equal to the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, we include real estate ~~assets~~taxes, insurance and ~~revenue recognition for~~other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

Impairment of Long-Lived Assets

We review our ~~investments in~~ real estate portfolio each quarter or when there is an event or change in circumstances to determine if there are any indicators of impairment in the carrying values of any of our real estate assets. If the carrying amount of the real estate asset is no longer recoverable and exceeds the fair value of such investment, an impairment loss is recognized. The impairment loss

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is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results. Since cash flows on real ~~estate-related loans.~~estate properties considered to be "long-lived assets to be held and used" are considered on an undiscounted basis to determine whether an assets has been impaired, our strategy of holding properties over the long term directly decreases the likelihood of recording an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized, and such loss could be material to our results. If we determine that an impairment has occurred, the affected assets must be reduced to their fair value.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Recent Accounting Pronouncements

See Note ~~3 titled~~2 “Summary of Significant Accounting Policies” to our financial statements in this quarterly report on Form 10-Q for a discussion concerning recent accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Indebtedness~~

We expect that our primary market risk exposure will be interest rate risk with respect to our indebtedness and credit risk and market risk with respect to use of derivative financial instruments. As of March 31, 2021, the outstanding principal balance of our variable rate indebtedness was $177.5 million and consisted of four mortgage loans.

Our mortgage loans are variable rate and indexed to the one-month and daily U.S. Dollar denominated LIBOR and SOFR. For the three months ended March 31, 2021, a 10% increase in one-month and daily U.S. Dollar denominated LIBOR and SOFR would have resulted in increased interest expense of less than $0.01 million due to near zero interest rates.

~~Investment in real estate-related loans and securities~~

As of March 31, 2021, we held $86.8 million of investments in five real estate-related loans and seven commercial mortgage backed securities. Our investments are floating-rate and indexed to one-month U.S. denominated LIBOR and as such, exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors which may or may not affect interest rates, for the three months ended March 31, 2021, a 10% increase or decrease in the one-month U.S. denominated LIBOR rate would have resulted in an increase or decrease to income from our real estate-related loans and securities of less than $0.01 million due to near zero interest rates.

We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity, fund capital expenditures and expand our investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We ~~will~~ seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Also, we are exposed to credit, market and currency risk.

Credit risk includes the failure of the counterparty to perform under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We will seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.Market Risk

Market risk ~~includes~~is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. With regard to variable rate financing, we assess our interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both our outstanding and forecasted debt obligations as well as our potential offsetting hedge positions. While this hedging strategy is designed to minimize the impact on our net income and funds from operations from changes in interest rates, the overall returns on your investment may be reduced.

~~Libor~~Interest Rate Risk

We are exposed to interest rate risk with respect to our variable-rate indebtedness, where an increase in interest rates would directly result in higher interest expense costs. We seek to manage our exposure to interest rate risk by utilizing a mix of fixed and floating rate financings with staggered maturities and through interest rate protection agreements to fix or cap a portion of our variable rate debt. As of March 31, 2022, the outstanding principal balance of our variable rate indebtedness was $742.3 million and consisted of mortgage loans, our Secured Credit Facility and our Affiliate Line of Credit.

Certain of our mortgage loans and other indebtedness are variable rate and are indexed to the one-month U.S. Dollar denominated LIBOR and the U.S. Dollar denominated daily simple SOFR (collectively, the "Reference Rates). For the three months ended March 31, 2022, a 10% increase in the Reference Rates would have resulted in increased interest expense of $0.04 million.

Investments in Real Estate-Related Loans and Securities

As of March 31, 2022, we held $50.5 million of investments in four real estate-related loans and three CMBS. Our investments are floating-rate and indexed to one-month U.S. denominated LIBOR and as such, exposed to interest rate risk. Our net income will increase or decrease depending on interest rate movements. While we cannot predict factors which may or may not affect interest rates, for the three months ended March 31, 2022, a 10% increase or decrease in the one-month U.S. Dollar denominated LIBOR rate would have resulted in an increase or decrease to income from our real estate-related loans and securities of $0.04 million.

We may also be exposed to market risk with respect to our investments in real estate-related securities due to changes in the fair value of our investments. We seek to manage our exposure market risk with respect to our investments in real estate-related securities by making investments in securities backed by different types of collateral and varying credit ratings. The fair value of our investments may fluctuate, thus the amount we will realize upon any sale of our investments is unknown. As of March 31, 2022, the fair value at which we may sell our investments in real estate-related securities is not known, but a 10% change in the fair value of our investments in real estate-related securities may result in an unrealized gain or loss of $2.6 million.

Currency Risk

We may be exposed to currency risks related to our non-U.S. investments that are denominated in currencies other than the U.S. Dollar ("USD"). We may seek to manage or mitigate our risk to the exposure of the effects of currency changes through the use of a wide variety of derivative financial instruments. As of March 31, 2022, we have one foreign exchange derivative with a notional hedged amount of £73.3 million GBP.

Credit Risk

Credit risk includes the failure of the counterparty to perform under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

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LIBOR Transition

~~In July 2017, the United Kingdom’s~~The Financial Conduct Authority (the “FCA”) ~~(the authority that regulates LIBOR) announced it intends to stop~~in the United Kingdom ceased compelling banks to submit rates for the calculation of LIBOR ~~after~~in 2021. ~~The~~In response, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified the Secured Overnight Financing Rate ("SOFR") as its preferred alternative to LIBOR in derivatives and other financial contracts. In November 2020, the ICE Benchmark Administration Limited, the benchmark administrator offor USD LIBOR ~~has announced it will consult on its intention to cease~~rates, proposed extending the publication of ~~the one week and two month LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining~~certain commonly-used USD LIBOR settings ~~immediately following the LIBOR publication on~~until June 30, ~~2023. There~~2023 and the FCA issued a statement supporting such proposal. It is ~~currently no certainty regarding~~not possible to predict the ~~future utilization~~effect of LIBOR or of any particular replacement rate (although the secured overnight financing rate has been proposed as an alternative to U.S.-dollar LIBOR). A substantial portion of our loans, investment securities, borrowings and interest rate derivatives are indexed to LIBOR or similar reference rates. Market participants anticipate that financial instruments tied tothese changes, including when LIBOR will ~~require transition~~cease to ~~an alternative reference rate if LIBOR is no longer available. Our LIBOR-based loan agreements and borrowing arrangements generally specify alternative reference rates. The potential effect of~~be available or when there will be sufficient liquidity in the discontinuation of LIBOR on our interest income and expense cannot yet be determined and any changes to benchmark interest rates could increase our financing costs and/or result in mismatches between the interest rates of our investments and the corresponding financings.SOFR markets.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this quarterly report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (a) were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) included, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, ~~2021, we were~~2022, the Company was not ~~involved in~~subject to any ~~legal proceedings.~~material litigation nor was the Company aware of any material litigation threatened against it.

ITEM 1A. RISK FACTORS

We have disclosed under the heading “Risk Factors” in our Registration Statement on Form S-11 (File No. 333-223022), as amended or supplemented from time to time, filed with the SEC, risk factors which materially affect our business, financial condition or results of operations. You should carefully consider the risk factors set forth in the Registration Statement and the other information set forth elsewhere in this quarterly report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

There have been no material changes to the risk factors ~~set forth in~~previously disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

During the three months ended March 31, ~~2021,~~2022, we sold equity securities that were not registered under the Securities ~~Act as described below.~~Act. As described in Note 10 to our ~~consolidated financial statements,~~Consolidated Financial Statements, the Adviser is entitled to an annual management fee payable monthly in cash or shares of common stock, in each case at the Adviser's election. For each of the three months ended March 31, ~~2021,~~2022, the Adviser elected to receive its management ~~fee~~fees in Class IE shares and in May 2022 we issued ~~51,323~~91,349 unregistered Class IE shares to the Adviser in satisfaction of the management fee for January 2022 through ~~March. During~~March 2022. These shares were issued at the applicable NAV per share at the end of each month for which the fee was earned. Each issuance to the Adviser was made pursuant to Section 4(a)(2) of the Securities Act.

We have also sold Class I and Class C shares in private offerings to feeder vehicles that offer interests in such feeder vehicles to non-U.S. persons. The offer and sale of Class I and Class C shares to the feeder vehicles was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation S thereunder. For the three months ended March 31, ~~2021,~~2022, we ~~issued 73,960~~received $8.9 million from selling 706,154 unregistered Class CI shares ~~to a feeder fund vehicle in a private offering.~~

~~Use of Proceeds from Registered Securities~~

On April 30, 2018, our Registration Statement on Form S-11 (File No. 333-223022), covering our public offering of up to $2.0 billion of common stock, was declared effective under the Securities Act. The offering price for each class of our common stock is determined monthly and ~~is made available on our website and in prospectus supplement filings.~~

~~As of March 31, 2021, we had received net proceeds of $202.0~~$22.8 million from the ~~Offering and our private offerings (net~~sale of ~~repurchases). The following table summarizes certain information about the Offering proceeds therefrom:~~

Class S Shares Class I Shares Class C Shares Class T Shares Class D Shares Total
Offering proceeds:
Shares sold 14,338,773 6,249,667 73,960 — — 20,662,400
Gross offering proceeds $ 149,037,233 $ 101,950,663 $ 785,608 $ — $ — 251,773,504
Repurchases (2,717,215) (39,020,700) — — — (41,737,915)
Stockholder servicing fee (1,239,794) — — — — (1,239,794)
Selling commissions and dealer manager fees (692,770) — — — — (692,770)
Offering costs (3,615,086) (2,472,942) (19,056) — — (6,107,084)
Net offering proceeds $ 140,772,368 $ 60,457,021 $ 785,608 $ — $ — $ 201,995,941

1,834,9720 unregistered Class C shares.

We ~~primarily used the net proceeds~~have also sold Class E shares to Brookfield and certain of its affiliates in one or more private offerings. The offer and sale of Class E shares was exempt from the ~~Offering toward~~registration provisions of the ~~acquisition~~Securities Act by virtue of ~~$338.3~~Section 4(a)(2). For the three months ended March 31, 2022, we received $4.3 million ~~in real estate and $99.3 million~~from selling 342,128 unregistered Class E shares to affiliates of real estate-related loans and securities and the repayment of our line of credit with an affiliate of Oaktree. In addition to the net proceeds from the Offering and our private offerings, we financed our acquisitions with $233.3 million of financing secured by our investments in real estate. See Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details on our borrowings.

Brookfield.

Share Repurchases

Under our share repurchase plan, to the extent we choose to repurchase shares in any particular month, we will only repurchase shares as of the opening of the last calendar day of that month (each such date, a “Repurchase Date”). Repurchases will be made at the transaction price in effect on the Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year will be repurchased at ~~95%~~98% of the transaction price (an ~~“Early~~"Early Repurchase ~~Deduction”~~Deduction") subject to certain limited exceptions. Settlements of share repurchases will be made within three business days of the Repurchase Date. The Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment ~~plan.~~plan, to shares the Adviser elects to receive instead of cash in respect of its management fee, or to shares issued to an affiliate of Brookfield in exchange for Class E units of the Operating Partnership that were issued to such entity in connection with its contribution of certain assets to the Operating Partnership in connection with the Adviser Transition. In addition, shares of our common stock are sold to certain feeder vehicles primarily created to hold our shares that in turn offer interests in such feeder vehicles to non-U.S. persons. For such feeder vehicles and similar arrangements in certain markets, we may not apply the Early Repurchase Deduction to the feeder vehicles or underlying investors, often because of administrative or systems limitations.

The total amount of aggregate repurchases of Class S, Class I, Class T, Class C,D, Class DC, and Class IE shares is limited to no more than 2% of our aggregate NAV per month and no more than 5% of our aggregate NAV per calendar quarter.

Should repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Further, our board of directors may modify ~~suspend~~ or ~~terminate~~suspend our share repurchase plan if it deems such action to be in our best interest and the best interest

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of our stockholders. In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro rata basis.

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If the transaction price for the applicable month is not made available by the tenth business day prior to the last business day of the month (or is changed after such date), then no repurchase requests will be accepted for such month and stockholders who wish to have their shares repurchased the following month must resubmit their repurchase requests.

~~On September 11, 2019,~~We and the ~~board of directors of the Company, including~~Operating Partnership have also entered into a majority of the independent directors, adopted an arrangement to repurchase any shares of the Company’s Class I common stock that Oaktree Fund GP I, L.P. (the “Oaktree Investor”), an affiliate of the Company’s sponsor, acquired prior to the breaking of escrow in the Offering. The board of directors approved the repurchase arrangement ~~in recognition of~~with the ~~Oaktree Investor’s intent~~Brookfield Investor (the "Brookfield Repurchase Agreement") pursuant to subscribe for shares of the Company’s Class I common stock in an amount such that, together with all other subscriptions for the Company’s common stock, the escrow minimum offering amount was be satisfied.

~~As of December 6, 2019, the Company satisfied the minimum offering requirement~~which we and the Company’s board of directors had authorized the release of proceeds from escrow. As of such date, the escrow agent released gross proceeds of approximately $150.0 million (including approximately $86.9 million that was funded by Oaktree) to the Company in connection with the sale of shares of the Company’s common stock.

~~Under the repurchase arrangement, subject to certain limitations, on the last calendar day of each month the Company~~Operating Partnership will offer to repurchase shares of ~~its~~ common stock or Operating Partnership units from the Oaktree Investor in an aggregate dollar amount (the “Monthly Repurchase Amount”) equal to (i) the net proceeds from new subscriptions that month less (ii) the aggregate repurchase price (excluding any amount of the aggregate repurchase price paid using cash flow from operations not used to pay distributions) of shares repurchased by the Company that month from investors pursuant to the Company’s existing share repurchase plan. In addition to the Monthly Repurchase Amount for the applicable month, the Company will offer to repurchase any Monthly Repurchase Amounts from prior months that have not yet been repurchased. The price per share for each repurchase from the Oaktree Investor will be the lesser of (a) the $10.00 per share initial cost of the shares and (b) the transaction price in effect for the Class I shares at the time of repurchase. The repurchase arrangement is not subject to any time limit and will continue until the Company has repurchased all of the Oaktree Investor’s shares. During the three months ended March 31, 2021, the Company repurchased 1,380,450 shares from the OaktreeBrookfield Investor at a price ~~of $10.00~~ per ~~share. As of March 31, 2021,~~share or unit equal to the ~~Oaktree~~most recently determined NAV per share or unit immediately prior to each repurchase. The Brookfield Investor ~~held 4,805,947~~has agreed to not seek repurchase of the ~~Company's outstanding Class I shares.~~

~~Other than~~shares of common stock and Operating Partnership units that it owns if doing so would bring the ~~Monthly Repurchase Amount limitation,~~value of its equity holdings in us and the Operating Partnership below $50 million. In addition, the Brookfield Investor has agreed to hold all of the shares of common stock and Operating Partnership units that it receives in consideration for the contribution of the Brookfield Portfolio until the earlier of (i) the first date that our NAV reaches $1.5 billion and (ii) the date that is the third anniversary of the date of this prospectus. Following such date, the Brookfield Investor may cause us to repurchase its shares and Operating Partnership units (above the $50 million minimum), in an amount equal to the sum of (a) the amount available under our share repurchase ~~arrangement~~plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the ~~Oaktree Investor is not subject~~amount by which net proceeds from this offering and our private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to ~~any volume limitations, including those in the Company’s existing~~our share repurchase plan. ~~Notwithstanding the foregoing, no~~We will not effect any such repurchase ~~offer will be made to the Oaktree Investor for~~during any month in which ~~(1) the 2% monthly or 5% quarterly repurchase limitations in the Company’s existing share repurchase plan have been decreased or (2)~~ the full amount of all shares requested to be repurchased by third-party investors under ~~the Company’s existing~~our share repurchase plan is not repurchased. ~~Additionally,~~For the year ended December 31, 2021, the Company ~~may elect~~and the Operating Partnership did not repurchase any shares or Operating Partnership units as part of the Brookfield Repurchase Agreement.

On November 30, 2021, the Operating Partnership and the Brookfield Investor entered into a subscription agreement (the “Subscription Agreement”) pursuant to ~~offer to repurchase shares from~~which the ~~Oaktree~~Brookfield Investor ~~or may offer~~agreed to purchase ~~less than~~up to $83 million in Class E Operating Partnership units upon the ~~Monthly~~request of the general partner of the Operating Partnership, of which we are the sole member. The Class E Units purchased by the Brookfield Investor pursuant to the Subscription Agreement will not be subject to the Brookfield Repurchase ~~Amount, if,~~Agreement entered into by us, the Operating Partnership and the Brookfield Investor with respect to the Class E Units and Class E shares of our common stock that the Brookfield Investor received in connection with its ~~judgment,~~previously disclosed contribution of the ~~Company determines that offering~~Brookfield Portfolio to ~~repurchase~~ the ~~full Monthly Repurchase Amount would place an undue burden on its liquidity, adversely affect its operations~~Operating Partnership. Pursuant to the Subscription Agreement, the general partner of the Operating Partnership, of which we are the sole member, has agreed to waive the twelve-month holding period set forth in Section 8.5(a) of the partnership agreement of the Operating Partnership with respect to Class E Units purchased by the Brookfield Investor pursuant to the Subscription Agreement. The Brookfield Investor will have the right to cause the Operating Partnership to redeem all or ~~risk having an adverse impact~~a portion of the Class E Units it purchases pursuant to the Subscription Agreement for, at the sole discretion of the general partner, shares of our common stock, cash or a combination of both. Any redemption of Operating Partnership units will occur at a price based on the ~~Company as a whole. Further,~~NAV of the ~~Company’s board~~Class E Units on the date of ~~directors may modify, suspend or terminate this share repurchase arrangement if it deems~~redemption. In the event the general partner elects for the Brookfield Investor of such ~~action~~Operating Partnership units to be paid in ~~the Company’s best interests and the best interests~~shares of the Company’s ~~stockholders. The Oaktree~~common stock, the Company will pay the Brookfield Investor ~~will not request that its~~a number of shares ~~be repurchased under the Company’s existing share repurchase plan. Under the Company’s charter, the Oaktree Investor may not vote~~with an aggregate NAV on the ~~removal~~date of redemption equal to the aggregate NAV of the Class E Units being redeemed. In addition, the Subscription Agreement provides that in the case of any redemption of ~~its affiliates (including~~a Class E Unit purchased by the ~~Adviser), and may not vote regarding~~Brookfield Investor pursuant to the Subscription Agreement at any ~~transaction between~~time prior to the ~~Company and Oaktree or any~~first anniversary of ~~its affiliates.~~

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the date on which such Class E Unit was issued to the Brookfield Investor, a 2% redemption fee shall apply.

During the three months ended March 31, ~~2021,~~2022, we repurchased shares of our common stock in the following amounts, which represented all of the share repurchase requests received for the same period.

Month of:
Total Number of Shares Repurchased(1)
Repurchases as a Percentage of Shares Outstanding Average Price Paid Per Share Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs
January 1- January 31, 2020 — — % $ — — —
February 1- February 29, 2020 — — % $ — — —
March 1- March 31, 2020 40,271 0.22 % $ 10.2187 40,271 —
April 1- April 30, 2020 371,770 2.07 % $ 10.0000 — —
May 1- May 31, 2020 364,842 1.95 % $ 10.0000 — —
June 1- June 30, 2020 192,106 1.02 % $ 10.0367 25,373 —
July 1- July 31, 2020 151,250 0.79 % $ 10.0000 — —
August 1- August 31, 2020 274,125 1.43 % $ 10.0000 — —
September 1- September 30, 2020 364,500 1.88 % $ 10.0000 — —
October 1- October 31, 2020 221,000 1.10 % $ 10.0000 — —
November 1- November 30, 2020 343,650 1.68 % $ 10.0000 — —
December 1- December 31, 2020 263,750 1.27 % $ 10.0000 — —
January 1- January 31, 2021 322,116 1.55 % $ 10.1527 98,516
February 1 - February 28, 2021 300,538 1.41 % $ 10.0385 23,038
March 1 - March 31, 2021 952,352 4.41 % $ 10.0405 73,002
Total 4,162,270 260,200


Month of:	Total Number of Shares Repurchased	Repurchases as a Percentage of Shares Outstanding		Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs



January 2022	11,913	0.04	%	$	12.4702	11,913	—
February 2022	2,706	0.01	%	$	12.5758	2,706	—
March 2022	47,755	0.14	%	$	12.9723	47,755	—
Total	62,374					62,374


~~(1)~~			~~1,380,450 shares were repurchased from the Oaktree Investor during the three months ended March 31, 2021.~~

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~Amendment to Brookfield Investor Repurchase Arrangement

On May 13, 2022, the Board approved an amendment to the Brookfield Share/OP Unit Repurchase Arrangement, by and among the Company, the Operating Partnership and Brookfield (the “Repurchase Arrangement”) in order to clarify that the Repurchase Arrangement shall not apply to shares of the Company’s common stock or units of the Operating Partnership held by affiliates of Brookfield that are feeder vehicles primarily created to hold Class I and Class C shares of common stock of the Company that offers interests in such feeder vehicles to non-U.S. persons.

The foregoing description of the Repurchase Arrangement is a summary only and is qualified in all respects by the provisions of the Repurchase Arrangement, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Amendment to Distribution Reinvestment Plan

On May 13, 2022, the Board approved an amendment and restatement of the Company’s distribution reinvestment plan (the “Distribution Reinvestment Plan”) that, among other changes, allows stockholders who purchase shares of common stock pursuant to a private placement to elect to participate in the distribution reinvestment plan. The amendments to the Distribution Reinvestment Plan will be effective immediately.

The foregoing description of the Distribution Reinvestment Plan is a summary only and is qualified in all respects by the provisions of the Distribution Reinvestment Plan, a copy of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Amendment to Share Repurchase Plan

On May 13, 2022, the Board approved an amendment to the Company's share repurchase plan (the “Share Repurchase Plan”) to clarify that the one-year holding period for the early repurchase deduction payable with respect to shares that have not been outstanding for at least one year will be measured as of the subscription closing date immediately following the prospective repurchase date.

The foregoing description of the Share Repurchase Plan is a summary only and is qualified in all respects by the provisions of the Share Repurchase Plan, a copy of which is attached hereto as Exhibit 4.3 and is incorporated herein by reference.

Amended Valuation Guidelines

On May 13, 2022, the Board approved certain amendments to the Company’s valuation guidelines in order to reflect that the Company has engaged an independent third-party valuation provider to prepare monthly valuations of the Company’s property-level debt liabilities.

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ITEM 6. EXHIBITS


Exhibit Number						Description

3.1						Third Articles ~~Supplementary~~ of ~~Oaktree~~Amendment of Brookfield Real Estate Income Trust Inc. ~~filed on February 10, 2021 (incorporated by reference from~~(filed as Exhibit 3.1 to the ~~Company’s~~Registrant’s Current Report on Form 8-K ~~filed~~ on ~~February 16, 2021)~~January 10, 2022 and incorporated herein by reference)

~~31.1~~4.1*						Brookfield Share/OP Unit Repurchase Arrangement
4.2*						Distribution Reinvestment Plan

4.3*						Share Repurchase Plan

10.1						Amended and Restated Advisory Agreement, dated March 21, 2022, by and among Brookfield Real Estate Income Trust Inc., Brookfield REIT Operating Partnership L.P. and Brookfield REIT Adviser LLC (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on March 25, 2022 and incorporated herein by reference)

10.2						Third Amended and Restated Limited Partnership Agreement of Brookfield REIT Operating Partnership L.P. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K on March 25, 2022 and incorporated herein by reference)

10.3 **						Amendment No. 1 to Option Investments Sub-Advisory Agreement, dated March 21, 2022, by and among Brookfield Real Estate Income Trust Inc., Brookfield REIT Operating Partnership L.P., Brookfield REIT Adviser LLC and Oaktree Fund Advisors, LLC (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K on March 25, 2022 and incorporated herein by reference)

10.4						Independent Director Compensation Policy (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K on March 25, 2022 and incorporated herein by reference)

10.5						Form of Restricted Stock Award Agreement (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K on March 25, 2022 and incorporated herein by reference)

31.1						Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1+						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ~~Section��~~Section 906 of the Sarbanes-Oxley Act of 2002

32.2+						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						Inline XBRL Instance Document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.SCH						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


+			This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
*			Filed herewith.
**			Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



						~~OAKTREE REAL ESTATE INCOME TRUST, INC.~~Brookfield Real Estate Income Trust Inc.

May ~~14, 2021~~16, 2022						/s/ ~~John Brady~~Zachary B. Vaughan
Date						~~John Brady~~Zachary B. Vaughan
						Chief Executive Officer
						(Principal Executive Officer)

May ~~14, 2021~~16, 2022						/s/ ~~Brian Grefsrud~~Dana E. Petitto
Date						~~Brian Grefsrud~~Dana E. Petitto
						Chief Financial Officer ~~and Treasurer~~
						(Principal Financial ~~Officer and~~Officer)

May 16, 2022						/s/ Theodore C. Hanno
Date						Theodore C. Hanno
						Chief Accounting Officer
						(Principal Accounting Officer)

5056


	For the Three Months Ended March 31, 2021
	Par Value
	Shares	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class T		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' (Deficit) Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2020	20,510,001	$	74,773	$	130,326	$	0	$	0	$	0	$	200,440,567	$	(15,179,566)	$	185,466,100	7,717,849		$	193,183,949
Share-based compensation	6,840	68		—		—		—		—		17,788		—		17,856		—		17,856
Distribution reinvestments	89,013	45		845		—		—		—		932,683		—		933,573		—		933,573
Class I common stock issued	141,412	1,414		—		—		—		—		1,492,309		—		1,493,723		—		1,493,723
Class S common stock issued	1,416,179	—		14,162		—		—		—		14,912,108		—		14,926,270		—		14,926,270
Class C common stock issued	73,960	—		—		740		—		—		784,868		—		785,608		—		785,608
Contributions	—	—		—		—		—		—		—		—		—		31,245		31,245
Distributions	—	—		—		—		—		—		—		(2,384,967)		(2,384,967)		(186,375)		(2,571,342)
Repurchases	(1,575,005)	(13,803)		(1,946)		—		—		—		(15,790,941)		—		(15,806,690)		—		(15,806,690)
Offering costs	—	—		—		—		—		—		(942,264)		—		(942,264)		—		(942,264)
Net loss	—	—		—		—		—		—		—		(1,247,298)		(1,247,298)		(125,278)		(1,372,576)
Balance at March 31, 2021	20,662,400	$	62,497	$	143,387	$	740	$	0	$	0	$	201,847,118	$	(18,811,831)	$	183,241,911	$	7,437,441	$	190,679,352

	For the Three Months Ended March 31, 2020
	Par Value
	Shares	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class T		Common Stock Class D		Additional Paid-In Capital		Accumulated Deficit		Total Stockholders' (Deficit) Equity		Non-controlling Interests		Total Equity
Balance at December 31, 2019	14,997,217	$	91,456	$	58,516	$	0	$	0	$	0	$	145,350,064	$	(5,430,110)	$	140,069,926	$	5,348,012	$	145,417,938
Share-based compensation	5,750	58		—		—		—		—		17,713		—		17,771		—		17,771
Distribution reinvestments	30,338	18		285		—		—		—		306,964		—		307,267		—		307,267
Class I common stock issued	32,309	323		—		—		—		—		324,677		—		325,000		—		325,000
Class S common stock issued	3,005,959	—		30,060		—		—		—		30,541,025		—		30,571,085		—		30,571,085
Class C common stock issued	—	—		—		—		—		—		—		—		—		—		0
Contributions	—	—		—		—		—		—		—		—		—		1,147,187		1,147,187
Distributions	—	—		—		—		—		—		—		(1,485,593)		(1,485,593)		(91,559)		(1,577,152)
Repurchases	(40,271)	—		(403)		—		—		—		(390,534)		—		(390,937)		—		(390,937)
Offering Costs	—	—		—		—		—		—		(450,911)		—		(450,911)		—		(450,911)
Net loss	—	—		—		—		—		—		—		(2,886,445)		(2,886,445)		(104,594)		(2,991,039)
Balance at March 31, 2020	18,031,302	$	91,855	$	88,458	$	0	$	0	$	0	$	175,698,998	$	(9,802,148)	$	166,077,163	$	6,299,046	$	172,376,209


						As of December 31, 2020
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms(2)	Prior Liens	Face Amount		Unamortized Discount		Carrying Amount
Atlantis Mezzanine Loan	Atlantis Paradise Island Resort	L+6.67%	July 2021	Principal due at maturity	$1.525 billion(3)	$	25,000,000	$	0	$	25,000,000
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$1.643 billion(4)	25,000,000		(249,029)		24,750,971
						$	50,000,000	$	(249,029)	$	49,750,971


Record Date	Class S		Class I		Class C		Class T	Class D
April 29, 2021	$	0.0348	$	0.0422	$	0.0422	0	0


NAV Per Share	Class S Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares		Total
Net asset value	$	152,188,623	$	67,063,168	$	792,063	$	—	$	—	$	220,043,854
Number of shares outstanding	14,338,773		6,249,667		73,960		—		—		20,662,400
NAV Per Share as of March 31, 2021	$	10.6138	$	10.7307	$	10.7093	$	—	$	—


Month of:	Total Number of Shares Repurchased(1)	Repurchases as a Percentage of Shares Outstanding		Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs



January 1- January 31, 2020	—	—	%	$	—	—	—
February 1- February 29, 2020	—	—	%	$	—	—	—
March 1- March 31, 2020	40,271	0.22	%	$	10.2187	40,271	—
April 1- April 30, 2020	371,770	2.07	%	$	10.0000	—	—
May 1- May 31, 2020	364,842	1.95	%	$	10.0000	—	—
June 1- June 30, 2020	192,106	1.02	%	$	10.0367	25,373	—
July 1- July 31, 2020	151,250	0.79	%	$	10.0000	—	—
August 1- August 31, 2020	274,125	1.43	%	$	10.0000	—	—
September 1- September 30, 2020	364,500	1.88	%	$	10.0000	—	—
October 1- October 31, 2020	221,000	1.10	%	$	10.0000	—	—
November 1- November 30, 2020	343,650	1.68	%	$	10.0000	—	—
December 1- December 31, 2020	263,750	1.27	%	$	10.0000	—	—
January 1- January 31, 2021	322,116	1.55	%	$	10.1527	98,516
February 1 - February 28, 2021	300,538	1.41	%	$	10.0385	23,038
March 1 - March 31, 2021	952,352	4.41	%	$	10.0405	73,002
Total	4,162,270					260,200