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 ~~SEPTEMBER~~September 30, ~~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: ~~333-255557~~000-56428

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.)

250 Vesey Street, 15th Floor

New York, NY 10281

(Address of principal executive offices) (Zip Code)

(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

☐X

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. ☐

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 as of October 31, 2022 was 88,162,154, consisting of 41,310,296 Class I shares, par value $0.01 per share, ~~as of November 15, 2021 was 24,454,799, consisting of 2,900,883 Class I shares, 20,106,948~~34,545,023 Class S shares, ~~and 1,446,968~~par value $0.01 per share, 9,387,833 Class C ~~shares.~~shares, par value $0.01 per share, 30,995 Class D shares, par value $0.01 per share, and 2,888,007 Class E shares, no par value per share.

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	1

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1

	Consolidated Balance Sheets as of ~~September~~Septem ber 30, ~~2021~~2022 and December 31, ~~2020~~2021	1

	Consolidated Statements of Operations for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	3

	Consolidated Statements of Changes in Stockholders' ~~Equit~~y Equity for the three and nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	4

	Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2021~~2022 and ~~2020~~2021	6

	Notes to Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	35

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5251

ITEM 4.	CONTROLS AND PROCEDURES	5352

PART II.	OTHER INFORMATION	5352

ITEM 1.	LEGAL PROCEEDINGS	5352

ITEM 1A.	RISK FACTORS	5352

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5653

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	5855

ITEM 4.	MINE SAFETY DISCLOSURES	5855

ITEM 5.	OTHER INFORMATION	5855

ITEM 6.	EXHIBITS	5956

SIGNATURES		6057

WEBSITE DISCLOSURE

Investors and others should note that we use our website, 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

Brookfield Real Estate Income Trust Inc.

Consolidated Balance Sheets (Unaudited)


		September 30, 2021 (Unaudited)		December 31, 2020			September 30, 2022		December 31, 2021
Assets	Assets					Assets
Investments in real estate, net of accumulated depreciation and investments held for sale		$	306,070,724	$	315,308,436
Investments in real estate-related loans and securities, net of accumulated depreciation and investments held for sale		69,039,705		74,464,566
Investments in real estate, net						Investments in real estate, net	$	1,583,834,937	$	1,065,758,310
Investments in real estate-related loans and securities, net						Investments in real estate-related loans and securities, net	306,119,228		55,074,378
Investments in unconsolidated entities						Investments in unconsolidated entities	82,247,709		129,671,086
Intangible assets, net	Intangible assets, net	9,016,603		10,901,176		Intangible assets, net	46,341,309		49,151,909
Cash and cash equivalents	Cash and cash equivalents	17,820,784		32,740,150		Cash and cash equivalents	96,156,143		29,988,565
Restricted cash	Restricted cash	5,062,418		3,279,075		Restricted cash	31,800,423		30,795,049
Accounts and other receivables, net	Accounts and other receivables, net	3,808,677		3,074,459		Accounts and other receivables, net	13,407,053		3,756,111
Other assets	Other assets	1,640,051		1,105,747		Other assets	15,122,034		10,518,031
Assets held for sale		103,266,708		—
Total Assets	Total Assets	$	515,725,670	$	440,873,609	Total Assets	$	2,175,028,836	$	1,374,713,439
Liabilities and Equity
Mortgage loans, net held for sale		$	227,907,235	$	229,186,956
Liabilities						Liabilities
Mortgage loans and secured credit facility, net						Mortgage loans and secured credit facility, net	$	1,109,515,309	$	733,793,220
Unsecured revolving credit facility						Unsecured revolving credit facility	—		105,000,000
Due to affiliates	Due to affiliates	12,268,963		12,123,459		Due to affiliates	54,224,552		35,890,147
Intangible liabilities, net	Intangible liabilities, net	51,230		69,864		Intangible liabilities, net	27,812,392		28,384,385
Accounts payable, accrued expenses and other liabilities	Accounts payable, accrued expenses and other liabilities	20,860,717		6,309,381		Accounts payable, accrued expenses and other liabilities	37,878,571		16,223,191
Liabilities held for sale		53,723,016		—
Commitments and contingencies (Note 13)		—		—
Subscriptions received in advance						Subscriptions received in advance	22,074,124		24,380,740
Total Liabilities	Total Liabilities	314,811,161		247,689,660		Total Liabilities	1,251,504,948		943,671,683
Commitments and contingencies						Commitments and contingencies	—		—
Redeemable non-controlling interests attributable to OP unitholders						Redeemable non-controlling interests attributable to OP unitholders	1,022,106		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 September 30,2021 and December 31, 2020, respectively		—		—
Common stock, $0.01 par value per share, 1,000,000,000 shares authorized; 23,720,559 and 20,510,001 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		237,205		205,099
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized; no shares issued nor outstanding at September 30, 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 September 30, 2022 and December 31, 2021, respectively	—		—
Common stock - Class S shares, $0.01 par value per share, 225,000,000 shares authorized; 33,052,037 and 20,045,775 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively						Common stock - Class S shares, $0.01 par value per share, 225,000,000 shares authorized; 33,052,037 and 20,045,775 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	330,520		200,457
Common stock - Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 41,261,903 and 2,825,208 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively						Common stock - Class I shares, $0.01 par value per share, 250,000,000 shares authorized; 41,261,903 and 2,825,208 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	412,619		28,253
Common stock - Class T shares, $0.01 par value per share, 225,000,000 shares authorized; none issued and outstanding as of September 30, 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 September 30, 2022 and December 31, 2021.	—		—
Common stock - Class D shares, $0.01 par value per share,100,000,000 shares authorized; 17,628 shares issued and outstanding as of September 30, 2022 and none issued and outstanding as of December 31, 2021.						Common stock - Class D shares, $0.01 par value per share,100,000,000 shares authorized; 17,628 shares issued and outstanding as of September 30, 2022 and none issued and outstanding as of December 31, 2021.	176		—
Common stock - Class C shares, $0.01 par value per share,100,000,000 shares authorized; 9,239,563 and 1,644,303 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively						Common stock - Class C shares, $0.01 par value per share,100,000,000 shares authorized; 9,239,563 and 1,644,303 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	92,396		16,443
Common stock - Class E shares, $0.00 par value per share,100,000,000 shares authorized; 2,815,377 and 2,097,971shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively						Common stock - Class E shares, $0.00 par value per share,100,000,000 shares authorized; 2,815,377 and 2,097,971shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively	—		—
Additional paid-in capital	Additional paid-in capital	222,510,877		200,440,567		Additional paid-in capital	993,025,534		249,426,060
Accumulated deficit	Accumulated deficit	(28,897,506)		(15,179,566)		Accumulated deficit	(75,888,146)		(23,608,973)
Total Stockholders’ Equity	Total Stockholders’ Equity	193,850,576		185,466,100		Total Stockholders’ Equity	917,973,099		226,062,240
Non-controlling interests attributable to third party joint ventures	Non-controlling interests attributable to third party joint ventures	7,063,933		7,717,849		Non-controlling interests attributable to third party joint ventures	4,153,683		4,518,661
Non-controlling interests attributable to preferred stockholders						Non-controlling interests attributable to preferred stockholders	375,000		375,000
Total Equity	Total Equity	200,914,509		193,183,949		Total Equity	922,501,782		230,955,901
Total Liabilities and Stockholders' Equity	Total Liabilities and Stockholders' Equity	$	515,725,670	$	440,873,609	Total Liabilities and Stockholders' Equity	$	2,175,028,836	$	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 variable interest entities for which the Company is determined to be the primary beneficiary.

September 30, 2021 December 31, 2020
Assets
Investments in real estate, net $ 232,186,249 $ 315,308,436
Intangible assets, net 7,880,301 10,901,176
Cash and cash equivalents 1,845,923 3,060,611
Restricted cash 5,062,418 3,279,075
Accounts and other receivables, net 2,894,935 2,778,108
Other assets 879,556 1,010,972
Assets held for sale 78,266,708 —
Total Assets $ 329,016,090 $ 336,338,378
Liabilities
Mortgage loans, net held for sale $ 176,707,796 $ 229,186,956
Intangible liabilities, net 51,230 69,864
Accounts payable, accrued expenses and other liabilities 4,370,719 4,761,810
Liabilities held for sale 53,723,016 —
Total Liabilities $ 234,852,761 $ 234,018,630


	September 30, 2022		December 31, 2021
Assets
Investments in real estate, net	$	226,029,260	$	230,635,634
Intangible assets, net	5,931,869		7,311,796
Cash and cash equivalents	2,336,818		2,940,040
Restricted cash	7,448,302		5,413,888
Accounts and other receivables, net	3,334,621		597,673
Other assets	1,001,347		2,866,289

Total Assets	$	246,082,217	$	249,765,320

Liabilities
Mortgage loans, net	$	177,312,880	$	177,150,209
Intangible liabilities, net	26,986		45,019
Accounts payable, accrued expenses and other liabilities	5,411,189		4,317,033
Total Liabilities	$	182,751,055	$	181,512,261

See accompanying notes to consolidated financial statements.

Table of Contents

Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Operations (Unaudited)


		For the Three Months Ended				For the Nine Months Ended				Three Months Ended				Nine Months Ended
		September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020				September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Revenues	Revenues										Revenues
Rental revenues	Rental revenues	$	7,990,019	$	6,012,763	$	22,657,008	$	17,372,157		Rental revenues	$	29,800,542	$	7,990,019	$	78,499,014	$	22,657,008
Other revenues	Other revenues	479,552		290,457		1,344,495		875,895			Other revenues	2,526,784		479,552		7,174,362		1,344,495
Total revenues	Total revenues	8,469,571		6,303,220		24,001,503		18,248,052			Total revenues	32,327,326		8,469,571		85,673,376		24,001,503
Expenses	Expenses										Expenses
Rental property operating	Rental property operating	3,508,587		2,712,727		10,252,430		7,199,486			Rental property operating	12,058,745		3,508,587		29,640,581		10,252,430
General and administrative	General and administrative	1,119,953		849,447		3,187,513		2,239,424			General and administrative	2,677,064		1,119,953		7,150,896		3,187,513

Management fee	Management fee	643,490		504,197		1,766,928		635,187			Management fee	3,483,760		643,490		6,776,480		1,766,928
Performance fee	Performance fee	3,686,804		494,497		4,947,892		1,492,826			Performance fee	3,682,263		3,686,804		11,913,482		4,947,892

Depreciation and amortization	Depreciation and amortization	3,350,031		3,009,796		11,462,760		10,175,613			Depreciation and amortization	13,773,074		3,350,031		42,315,873		11,462,760
Total expenses	Total expenses	12,308,865		7,570,664		31,617,523		21,742,536			Total expenses	35,674,906		12,308,865		97,797,312		31,617,523

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	1,326,228		1,116,904		3,880,813		3,808,584			Income from real estate-related loans and securities	3,157,771		1,326,228		5,646,556		3,880,813

Interest expense	Interest expense	(1,476,601)		(1,127,441)		(4,251,466)		(3,749,763)			Interest expense	(11,133,394)		(1,476,601)		(25,906,159)		(4,251,466)
Realized gain (loss) on investments		296,975		(154,435)		1,277,640		(154,435)
Unrealized (loss) gain on investments		(93,557)		1,697,134		226,426		1,434,067
Total other income		53,045		1,532,162		1,133,413		1,338,453
Net (loss) income		(3,786,249)		264,718		(6,482,607)		(2,156,031)
Net loss attributable to non-controlling interests		2,140		36,348		191,410		250,996
Net (loss) income attributable to stockholders		$	(3,784,109)	$	301,066	$	(6,291,197)	$	(1,905,035)
Realized (loss) gain on real estate investments, net											Realized (loss) gain on real estate investments, net	(29,966)		296,975		638,794		1,277,640
Realized gain on financial instruments											Realized gain on financial instruments	3,319,040		—		10,413,111		—
Unrealized (loss) gain on investments, net											Unrealized (loss) gain on investments, net	(7,358,492)		(93,557)		(8,366,728)		226,426
Total other (expense) income											Total other (expense) income	(12,045,041)		53,045		(17,574,426)		1,133,413
Net loss											Net loss	(15,392,621)		(3,786,249)		(29,698,362)		(6,482,607)
Net loss attributable to non-controlling interests in third party joint ventures											Net loss attributable to non-controlling interests in third party joint ventures	40,998		2,140		63,900		191,410
Net income attributable to non-controlling interests - preferred stockholders											Net income attributable to non-controlling interests - preferred stockholders	(24,251)		—		(24,251)		—
Net loss attributable to redeemable non-controlling interests											Net loss attributable to redeemable non-controlling interests	13,308		—		4,661,401		—
Net loss attributable to Brookfield REIT stockholders											Net loss attributable to Brookfield REIT stockholders	$	(15,362,566)	$	(3,784,109)	$	(24,997,312)	$	(6,291,197)
Per common share data:	Per common share data:										Per common share data:
Net (loss) income per share of common stock
Basic		$	(0.17)	$	0.02	$	(0.29)	$	(0.10)
Diluted		$	(0.17)	$	0.02	$	(0.29)	$	(0.10)
Weighted average number of shares outstanding
Basic		22,667,470		19,513,576		22,027,204		18,382,678
Diluted		22,667,470		19,516,127		22,027,204		18,382,678
Net loss per share of common stock - basic and diluted											Net loss per share of common stock - basic and diluted	$	(0.19)	$	(0.17)	$	(0.47)	$	(0.29)
Weighted average number of shares outstanding - basic and diluted											Weighted average number of shares outstanding - basic and diluted	82,473,239		22,667,470		53,143,361		22,027,204

See accompanying notes to consolidated financial statements.

Table of Contents

Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

For the Three Months Ended September 30, 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'
Equity Non-controlling Interests Total Equity
Balance at June 30, 2021 21,237,215 $ 34,481 $ 168,747 $ 9,144 $ — $ — $ 209,543,729 $ (22,558,358) $ 187,197,743 7,219,569 $ 194,417,312
Share-based compensation — — — — — — 17,644 — 17,644 — 17,644
Distribution reinvestments 120,367 42 1,162 — — — 1,378,981 — 1,380,185 — 1,380,185
Class I common stock issued 411,647 4,116 — — — — 4,423,897 — 4,428,013 — 4,428,013
Class S common stock issued 2,629,321 — 26,293 — — — 28,640,927 — 28,667,220 — 28,667,220
Class C common stock issued 458,952 — — 4,590 — — 4,972,609 — 4,977,199 — 4,977,199
Contributions — — — — — — — — — 22,104 22,104
Distributions — — — — — — — (2,555,039) (2,555,039) (175,600) (2,730,639)
Repurchases (1,136,943) (10,718) (652) — — — (11,436,328) — (11,447,698) — (11,447,698)
Offering Costs — — — — — — (15,030,582) — (15,030,582) — (15,030,582)
Net loss — — — — — — — (3,784,109) (3,784,109) (2,140) (3,786,249)
Balance at September 30, 2021 23,720,559 $ 27,921 $ 195,550 $ 13,734 $ — $ — $ 222,510,877 $ (28,897,506) $ 193,850,576 $ 7,063,933 $ 200,914,509
For the Three Months Ended September 30, 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'
Equity Non-controlling Interests Total Equity
Balance at June 30, 2020 18,916,995 $ 83,040 $ 106,129 $ — $ — $ — $ 184,693,174 $ (10,918,894) $ 173,963,449 $ 5,862,169 $ 179,825,618
Share-based compensation — — — — — — 18,219 — 18,219 — 18,219
Distribution reinvestments 62,887 24 606 — — — 646,839 — 647,469 — 647,469
Class I common stock issued 73,201 732 — — — — 757,221 — 757,953 — 757,953
Class S common stock issued 1,164,955 — 11,650 — — — 12,039,320 — 12,050,970 — 12,050,970
Contributions — — — — — — — — — 39,167 39,167
Distributions — — — — — — — (1,896,628) (1,896,628) (107,150) (2,003,778)
Repurchases (789,875) (7,899) — — — — (7,890,851) — (7,898,750) — (7,898,750)
Offering Costs — — — — — — (376,982) — (376,982) — (376,982)
Net income (loss) — — — — — — — 301,066 301,066 (36,348) 264,718
Balance at September 30, 2020 19,428,163 $ 75,897 $ 118,385 $ — $ — $ — $ 189,886,940 $ (12,514,456) $ 177,566,766 $ 5,757,838 $ 183,324,604


Three Months Ended September 30, 2022
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		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 June 30, 2022	$	329,301	$	300,485	$	69,929	$	—	$	22	$	811,119,171	$	(46,526,974)	$	765,291,934	$	4,229,766	$	375,000	$	769,896,700
Common stock issued	85,550		35,990		22,467		—		154		199,901,453		—		200,045,614		—		—		200,045,614

Stock-based compensation	—		—		—		—		—		161,250		—		161,250		—		—		161,250
Distribution reinvestment	3,500		2,170		—		—		—		8,422,387		—		8,428,057		—		—		8,428,057
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		30,665		—		30,665
Distributions	—		—		—		—		—		—		(14,032,884)		(14,032,884)		(65,750)		—		(14,098,634)
Common stock repurchased	(5,732)		(8,125)		—		—		—		(22,344,644)		—		(22,358,501)		—		—		(22,358,501)
Offering Costs	—		—		—		—		—		(5,037,009)		—		(5,037,009)		—		—		(5,037,009)
Net (loss) income	—		—		—		—		—		—		(15,375,874)		(15,375,874)		(40,998)		—		(15,416,872)
Allocation to redeemable non-controlling interests	—		—		—		—		—		837,204		13,308		850,512		—		—		850,512
Balance at September 30, 2022	$	412,619	$	330,520	$	92,396	$	—	$	176	$	993,059,812	$	(75,922,424)	$	917,973,099	$	4,153,683	$	375,000	$	922,501,782

Three Months Ended September 30, 2021
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		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 June 30, 2021	$	34,481	$	168,747	$	9,144	$	—	$	—	$	209,543,729	$	(22,558,358)	$	187,197,743	$	7,219,569	$	—	$	194,417,312
Stock-based compensation	—		—		—		—		—		17,644		—		17,644		—		—		17,644
Distribution reinvestment	42		1,162		—		—		—		1,378,981		—		1,380,185		—		—		1,380,185
Common stock issued	4,116		26,293		4,590		—		—		38,037,433		—		38,072,432		—		—		38,072,432
Contributions	—		—		—		—		—		—		—		—		22,104		—		22,104
Distributions	—		—		—		—		—		—		(2,555,039)		(2,555,039)		(175,600)		—		(2,730,639)
Common stock repurchased	(10,718)		(652)		—		—		—		(11,436,328)		—		(11,447,698)		—		—		(11,447,698)
Offering Costs	—		—		—		—		—		(15,030,582)		—		(15,030,582)		—		—		(15,030,582)
Net loss	—		—		—		—		—		—		(3,784,109)		(3,784,109)		(2,140)		—		(3,786,249)
Balance at September 30, 2021	$	27,921	$	195,550	$	13,734	$	—	$	—	$	222,510,877	$	(28,897,506)	$	193,850,576	$	7,063,933	$	—	$	200,914,509

Table of Contents

For the Nine Months Ended September 30, 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'
Equity Non-controlling Interests Total Equity
Balance at December 31, 2020 20,510,001 $ 74,773 $ 130,326 $ — $ — $ — $ 200,440,567 $ (15,179,566) $ 185,466,100 7,717,849 $ 193,183,949
Share-based compensation 6,840 68 — — — — 52,884 — 52,952 — 52,952
Distribution reinvestments 312,743 143 2,985 — — — 3,407,929 — 3,411,057 — 3,411,057
Class I common stock issued 1,677,059 16,771 — — — — 17,993,702 — 18,010,473 — 18,010,473
Class S common stock issued 6,576,764 — 65,767 — — — 70,498,498 — 70,564,265 — 70,564,265
Class C common stock issued 1,373,353 — — 13,734 — — 14,722,542 — 14,736,276 — 14,736,276
Contributions — — — — — — — — — 80,169 80,169
Distributions — — — — — — — (7,426,743) (7,426,743) (542,675) (7,969,418)
Repurchases (6,736,201) (63,834) (3,528) — — — (67,642,581) — (67,709,943) — (67,709,943)
Offering Costs — — — — — — (16,962,664) — (16,962,664) — (16,962,664)
Net loss — — — — — — — (6,291,197) (6,291,197) (191,410) (6,482,607)
Balance at September 30, 2021 23,720,559 $ 27,921 $ 195,550 $ 13,734 $ — $ — $ 222,510,877 $ (28,897,506) $ 193,850,576 $ 7,063,933 $ 200,914,509
For the Nine Months Ended September 30, 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'
Equity Non-controlling Interests Total Equity
Balance at December 31, 2019 14,997,217 $ 91,456 $ 58,516 $ — $ — $ — $ 145,350,064 $ (5,430,110) $ 140,069,926 $ 5,348,012 $ 145,417,938
Share-based compensation 5,749 — — — — — 54,229 — 54,229 — 54,229
Distribution reinvestments 144,773 65 1,384 — — — 1,480,133 — 1,481,582 — 1,481,582
Class I common stock issued 125,051 1,308 — — — — 1,281,704 — 1,283,012 — 1,283,012
Class S common stock issued 5,914,237 — 59,141 — — — 60,507,253 — 60,566,394 — 60,566,394
Contributions — — — — — — — — — 959,249 959,249
Distributions — — — — — — — (5,179,311) (5,179,311) (298,427) (5,477,738)
Repurchases (1,758,864) (16,932) (656) — — — (17,553,300) — (17,570,888) — (17,570,888)
Offering Costs — — — — — — (1,233,143) — (1,233,143) — (1,233,143)
Net loss — — — — — — — (1,905,035) (1,905,035) (250,996) (2,156,031)
Balance at September 30, 2020 19,428,163 $ 75,897 $ 118,385 $ — $ — $ — $ 189,886,940 $ (12,514,456) $ 177,566,766 $ 5,757,838 $ 183,324,604


Nine Months Ended September 30, 2022
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		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	388,896		139,396		75,953		—		176		831,932,140		—		832,536,561		—		—		832,536,561

Stock-based compensation	—		—		—		—		—		241,875		—		241,875		—		—		241,875
Distribution reinvestment	3,895		5,690		—		—		—		14,377,801		—		14,387,386		—		—		14,387,386
Contributions from non-controlling interests	—		—		—		—		—		—		—		—		63,255		—		63,255
Distributions	—		—		—		—		—		—		(27,316,139)		(27,316,139)		(364,333)		(24,251)		(27,704,723)
Common stock repurchased	(8,425)		(15,023)		—		—		—		(36,659,357)		—		(36,682,805)		—		—		(36,682,805)
Offering Costs	—		—		—		—		—		(17,089,216)		—		(17,089,216)		—		—		(17,089,216)
Net (loss) income	—		—		—		—		—		—		(29,658,713)		(29,658,713)		(63,900)		24,251		(29,698,362)
Allocation to redeemable non-controlling interests	—		—		—		—		—		(49,169,491)		4,661,401		(44,508,090)		—		—		(44,508,090)
Balance at September 30, 2022	$	412,619	$	330,520	$	92,396	$	—	$	176	$	993,059,812	$	(75,922,424)	$	917,973,099	$	4,153,683	$	375,000	$	922,501,782

Nine Months Ended September 30, 2021
	Par Value
	Common Stock Class I		Common Stock Class S		Common Stock Class C		Common Stock Class E		Common Stock Class D		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		—		—		—		—		52,884		—		52,952		—		—		52,952
Distribution reinvestment	143		2,985		—		—		—		3,407,929		—		3,411,057		—		—		3,411,057
Common stock issued	16,771		65,767		13,734		—		—		103,214,742		—		103,311,014		—		—		103,311,014
Contributions	—		—		—		—		—		—		—		—		80,169		—		80,169
Distributions	—		—		—		—		—		—		(7,426,743)		(7,426,743)		(542,675)		—		(7,969,418)
Common stock repurchased	(63,834)		(3,528)		—		—		—		(67,642,581)		—		(67,709,943)		—		—		(67,709,943)
Offering Costs	—		—		—		—		—		(16,962,664)		—		(16,962,664)		—		—		(16,962,664)
Net loss	—		—		—		—		—		—		(6,291,197)		(6,291,197)		(191,410)		—		(6,482,607)
Balance at September 30, 2021	$	27,921	$	195,550	$	13,734	$	—	$	—	$	222,510,877	$	(28,897,506)	$	193,850,576	$	7,063,933	$	—	$	200,914,509

See accompanying notes to ~~consolidated~~ financial statements.

Table of Contents

Brookfield Real Estate Income Trust Inc.

Consolidated Statements of Cash Flows (Unaudited)


	Nine Months Ended
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net loss	$	(29,698,362)	$	(6,482,607)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	42,315,873		11,462,760
Management fees	6,776,480		1,766,928
Performance fees	11,913,482		—


Amortization of above and below market leases and lease inducements	(810,186)		165,560
Amortization of restricted stock grants	241,875		52,952
Amortization of deferred financing costs	2,066,129		214,546
Amortization of origination fees and discount	(157,996)		(129,660)

Capitalized interest from the real estate-related loans	193,331		(641,373)
Realized gain on investments in real estate-related loans and securities	(638,794)		(1,277,640)
Unrealized (gain) loss on investments	8,366,728		(226,426)
Distributions of earnings from unconsolidated entities	2,397,076		—
Changes in assets and liabilities:
Increase in lease inducements and origination costs	(296,876)		(132,274)
Decrease (increase) in other assets	6,231,444		(626,067)
Increase in accounts and other receivables	(9,599,554)		(482,809)
Increase in accounts payable, accrued expenses and other liabilities	14,888,833		1,533,792
Increase in due to affiliates	1,143,065		1,357,476
Net cash provided by operating activities	55,332,548		6,555,158

Cash flows from investing activities
Acquisitions of real estate	(545,159,044)		(75,152,886)
Purchase of real estate-related loans and securities	(263,957,089)		(30,231,024)
Proceeds from sale of real estate-related loans and securities	6,021,880		6,321,963
Proceeds from principal repayments of real estate-related loans	4,492,817		5,722,892

Capital improvements to real estate	(11,864,502)		(2,408,970)
Purchase of trading securities	(14,872,284)		—
Proceeds from sale of trading securities	14,875,242		—
Proceeds from sale of preferred membership interests	28,831,269		—
Net cash used in investing activities	(781,631,711)		(95,748,025)

Cash flows from financing activities:
Proceeds from mortgage loans and secured term loan	584,960,000		51,628,338
Proceeds from secured credit facility	264,077,379		—
Proceeds from affiliate line of credit	43,000,000		—
Repayment of mortgage loans	(214,750,000)		—
Repayment of secured credit facility	(256,861,000)		—
Repayments of affiliate line of credit	(148,000,000)		—
Payment of deferred financing costs	(3,778,963)		(319,619)
Proceeds from issuance of common stock	517,201,528		101,658,802
Proceeds from issuance of OP units	38,000,000		—
Subscriptions received in advance	22,074,124		—
Repurchases of common stock	(37,110,846)		(70,139,372)
Payment of organizational and offering costs	(5,574,205)		(1,579,475)
Distributions to non-controlling interests	(364,333)		(542,675)
Contributions from non-controlling interests	63,255		80,169
Distributions	(9,440,573)		(3,881,204)
Distributions to non-controlling interests attributable to preferred stockholders	(24,251)		—
Net cash provided by financing activities	793,472,115		76,904,964

Net change in cash and cash-equivalents and restricted cash	67,172,952		(12,287,903)
Cash and cash-equivalents and restricted cash, beginning of period	60,783,614		36,019,225
Cash and cash-equivalents and restricted cash included in assets held for sale, end of period	—		848,120
Cash and cash-equivalents and restricted cash, end of period	$	127,956,566	$	22,883,202

For the Nine Months Ended
September 30, 2021 September 30, 2020
Cash flows from operating activities:
Net loss $ (6,482,607) $ (2,156,031)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 11,462,760 10,175,613
Management fees 1,766,928 635,187
Amortization of above and below market leases and lease inducements 165,560 (78,487)
Amortization of restricted stock grants 52,952 54,229
Amortization of deferred financing costs 214,546 155,269
Amortization of origination fees and discount (129,660) (431,640)
Capitalized interest from the real-estate loans (641,373) —
Realized (gain) loss on investments in real estate-related loans and securities (1,277,640) 154,435
Unrealized loss on investments in real estate-related loans and securities (226,426) (1,434,067)
Changes in assets and liabilities:
Increase in lease inducements and origination costs (132,274) —
Increase in other assets (626,067) (730,535)
Increase in accounts and other receivables (482,809) (691,017)
Increase in accounts payable, accrued expenses and other liabilities 1,533,792 1,474,742
Increase (decrease) in due to affiliates 1,357,476 (35,174)
Net cash provided by operating activities 6,555,158 8,585,350
Cash flows from investing activities
Acquisitions of real estate (75,152,886) (41,024,719)
Purchase and funding of real estate-related loans and securities (30,231,024) (33,297,470)
Proceeds from sale of real estate-related loans and securities 6,321,963 4,845,565
Principal repayments from real estate-related loans 5,722,892 —
Building improvements (2,408,970) (2,450,362)
Net cash used in investing activities (95,748,025) (71,926,986)
Cash flows from financing activities:
Proceeds from mortgage loans 51,628,338 27,900,000
Payment of deferred financing costs (319,619) (356,450)
Proceeds from issuance of common stock 101,658,802 61,551,480
Repurchases of common stock (70,139,372) (13,925,889)
Payment of offering costs (1,579,475) (1,149,269)
Distributions to non-controlling interests (542,675) (298,424)
Contributions from non-controlling interests 80,169 959,246
Distributions (3,881,204) (3,056,518)
Net cash provided by financing activities 76,904,964 71,624,176
Net change in cash and cash-equivalents and restricted cash (12,287,903) 8,282,540
Cash and cash-equivalents and restricted cash, beginning of period 36,019,225 31,050,204
Cash and cash equivalents and restricted cash included in assets held for sale, end of period 848,120 —
Cash and cash-equivalents and restricted cash, end of period $ 22,883,202 $ 39,332,744
See accompanying notes to financial statements.

Table of Contents

Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets: For the Nine Months Ended
September 30, 2021 September 30, 2020
Cash and cash equivalents $ 17,820,784 $ 35,281,822
Restricted cash 5,062,418 4,050,922
Total cash and cash equivalents and restricted cash $ 22,883,202 $ 39,332,744
Supplemental disclosures:
Interest paid $ 3,958,100 $ 3,577,860
Non-cash investing and financing activities:
Accrued distributions $ 903,005 $ 641,154
Accrued stockholder servicing fee $ 14,376,827 $ 83,960
Accrued offering costs $ 1,102,742 $ —
Distributions reinvested $ 3,411,057 $ 1,481,582
Accrued management fees in due to affiliates $ 384,219 $ 337,238
Management fees paid in shares $ 1,652,212 $ 297,949
Accrued building improvements $ 13,963 $ 115,712
Real estate related loan repayment in accounts receivable $ 394,810 $ —
Accrued repurchases in due to affiliates $ 208,070 $ 3,645,000


Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:	Nine Months Ended
	September 30, 2022		September 30, 2021
Cash and cash equivalents	$	96,156,143	$	17,820,784
Restricted cash	31,800,423		5,062,418
Total cash and cash equivalents and restricted cash	$	127,956,566	$	22,883,202

Supplemental disclosures:
Interest paid	$	23,409,161	$	3,958,100
Non-cash investing and financing activities:
Conversion of Brookfield REIT OP units to shares	$	284,785,172	$	—
Issuance of Brookfield REIT OP units as consideration for performance participation allocation	$	2,345,920	$	—
Accrued distributions	$	2,106,443	$	903,005
Accrued stockholder servicing fee due to affiliate	$	14,333,215	$	14,376,827
Accrued offering costs	$	71,042	$	1,102,742
Distributions reinvested	$	14,387,386	$	3,411,057
Accrued management fees in due to affiliates	$	607,360	$	384,219
Accrued capital improvements	$	165,415	$	13,963
Allocation to redeemable non-controlling interest	$	49,169,491	$	—
Reinvested distributions to redeemable non-controlling interest	$	7,802,617	$	—
Real estate related loan repayment in accounts receivable	$	—	$	394,810
Accrued repurchases of common stock in accounts payable	$	4,660,103	$	—
Accrued repurchases of common stock in due to affiliates	$	—	$	208,070
Unsettled purchases of investments in real estate-related securities included in accounts payable, accrued expenses and other liabilities	$	4,585,608	$	—
Unsettled sales of investments in real estate-related securities included in accounts and other receivables, net	$	5,892,583	$	—

See accompanying notes to financial statements.

Table of Contents

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”) under the Internal Revenue Code of 1986, as amended (the “Code”), 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 ~~structured as an “UPREIT,” which means that it owns substantially all~~the sole general partner of ~~its assets through its operating partnership,~~ Brookfield REIT Operating Partnership L.P. (the “Operating Partnership”). Substantially all of the Company’s business is conducted through the Operating Partnership. The Company isand 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 “Oaktree Adviser” or the “Sub-Adviser”), an affiliate of Oaktree Capital Management, ~~L.P~~L.P. (“Oaktree”).

On July 15, 2021, the Company entered into an adviser transition agreement (the “Adviser Transition Agreement”) with the Adviser and the Oaktree Adviser. On November 2, 2021, pursuant to the terms of the 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, ~~in connection with the Adviser Transition,~~ 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. ~~See Note 15,~~ ~~Subsequent Events, for a more detailed discussion of the Adviser Transition.~~

~~On April 30, 2018,~~The Company had previously registered with the Securities and Exchange Commission (the “SEC”)~~, declared effective the Company’s registration statement on Form S-11 (File No. 333-223022) for~~ its initial public offering of up to ~~$1,600,000,000~~$2,000,000,000 in shares ~~in its primary offering and up to $400,000,000 in shares pursuant to its distribution reinvestment plan~~of common stock (the “Initial Public Offering”)~~. As of December 6, 2019, the~~, which was initially declared effective on April 30, 2018 and terminated on November 2, 2021. The Company ~~had satisfied the minimum~~subsequently registered a follow-on offering requirement for the Initial Public Offering 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 Fund GP I, L.P. (the “Oaktree Investor”)) to the Company in connection with the ~~sale~~SEC of up to $7,500,000,000 in shares of ~~the Company’s~~ common ~~stock.~~

~~On November 2, 2021, the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-255557) for its follow-on public offering~~stock, consisting of up to $6,000,000,000 in shares in its primary offering and up to $1,500,000,000 in shares pursuant to its distribution reinvestment plan, which was declared effective on November 2, 2021 (the ~~“Follow-On Public~~“Current Offering”~~). The~~ and with the Initial Public Offering, ~~terminated upon~~ the ~~commencement of the Follow-On Public Offering.~~“Offering”).

~~Pursuant to the Follow-On Public Offering, the~~The Company is offering to ~~sell~~the public any combination of 4four 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. The purchase price per share for each class of common stock ~~in the Follow-On Public 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) of the Securities Act.

As of September 30, ~~2021,~~2022, the Company owned 619 investments in real estate, 5one investment in an unconsolidated real estate venture, four investments in real estate-related loans, and 870 investments in ~~floating-rate commercial mortgage backed securities ("CMBS").~~

real estate-related debt securities. The
Company currently operates in six reportable segments: multifamily, office, logistics, single-family rental, net lease and real estate-related loans and securities. Effective September 30, 2022, the Company made changes to its reportable segments as detailed in Note 14. Investments in unconsolidated entities are included in the respective property segment as further described in Note 4. Financial results by segment are reported in Note 14.

Table of Contents

~~2. Capitalization~~

As of September 30, 2021, the Company was authorized to issue up to $2,000,000,000 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

On November 2, 2021, the Company filed articles supplementary to its charter to add a newly-designated Class E common stock, $0.01 par value per share, pursuant to which the charter was amended 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 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 $ 0.01
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 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 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~~

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~~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 September 30, 2021, the total assets and liabilities of the Company’s consolidated VIEs, were $329.0 million and $234.9 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. 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 Operating Partnership and the Company’s joint ventures are considered to be VIEs. The Company consolidates these entities, excluding its equity method investments, because it has the ability to direct the most significant activities of the entities such as purchases, dispositions, financings, budgets, and overall operating plans.

For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is included in non-controlling interests as equity of the Company. The non-controlling joint venture partner’s interest is generally computed as 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 the other partner is reported within non-controlling interest.

Use of Estimates

The preparation of the 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 the date of the balance sheet. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable based on the information available as of September 30, 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, Ezlyn, Lakes, Arbors and Federal Hill properties weredate 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~~allocates the

Table of 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 Contents

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 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.

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~~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 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 ~~asset's~~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 of~~“long-lived assets to be held and used” are ~~valued at the lower of carrying amount or fair value less costs to sell~~considered on an ~~individual~~undiscounted basis to determine whether an asset ~~basis. As~~has been impaired, the Company’s strategy of ~~September 30, 2021,~~holding properties over the ~~Company had not identified any indicators~~long term directly decreases the likelihood of recording an impairment ~~with respect~~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 ~~its real estate portfolio.~~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 ~~sale has been approved, a~~ binding contract has been executed, the buyer has posted a non-refundable deposit, and there are limited contingencies to closing. The Company classifies ~~assets and liabilities~~ held for sale assets and

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liabilities at the lower of depreciated cost or fair value less closing costs. ~~Assets and liabilities~~There were no properties held for sale as of September 30, 2022 and December 31, 2021.

Investments in Unconsolidated Entities

Investments in unconsolidated entities are ~~presented separately~~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.

The Company 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 Unrealized (loss) gain on investments, net on the Company’s Consolidated ~~Balance Sheets. Refer to Note 10 for additional details.~~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 Statements of Operations.

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~~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 September 30, ~~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.~~been recognized.

~~Although~~The Company has elected to classify its real estate debt securities as trading securities and carry such investments at fair value. As such, the ~~Company generally holds its~~resulting unrealized gains and losses of such securities are recorded as a component of Unrealized (loss) gain on investments, innet on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security. Interest income from real estate-related debt securities is recorded as a component of Income from real estate-related loans as long-term investments, the Company may occasionally classify some of its investments as held for sale. Investments in real estate-related loans held for sale will be reported at the lower of cost or fair value as of the date management decides that a sale will occur. The amount of any adjustment will be charged to income.

~~Use of Estimates~~

~~The preparation of the 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 the date of the balance sheet. The Company believes the estimates and assumptions underlying the consolidated financial statements are reasonable and supportable basedsecurities on the ~~information available as~~accompanying Consolidated Statements of September 30, 2021. However, uncertainty over the ultimate impact COVID-19 will have on the global economy and the Company’s business makes any estimates and assumptions as of September 30, 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 creditworthiness, 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.~~

~~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 nine months ended September 30, 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

Restricted cash primarily consists of 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

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balance of restricted cash primarily consists of amounts in escrow related to real estate taxes, construction reserves and insurance in connection with mortgages at certain of the Company’s property and tenant security deposits.

Trading Securities

Trading securities consist of U.S. government securities that are available to support our current operations and liquidity. Trading securities have been classified as available-for-sale securities and are measured at fair value. As such, the resulting unrealized gains and losses of such securities are recorded as a component of Unrealized (loss) gain on investments, net on the Company’s Consolidated Statements of Operations. Interest income from trading securities is recognized based on the stated terms of the security and is recorded as a component of Income from real estate-related loans and securities on the accompanying Consolidated Statements of Operations. The Company did not hold any trading securities as of September 30, ~~2021, restricted cash~~2022 and December 31, 2021.

Foreign Currency

In the normal course of ~~$5.1 million consisted of $1.7 million for construction reserves, $0.3 million of security deposits, $0.7 million of escrow reserves, $0.8 million of escrow loan deposits and $1.6 million for~~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 (loss) gain on investments, net on the Company’s Consolidated Statements of Operations.

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

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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~~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 as a component of Unrealized (loss) gain on investments, net on the accompanying Consolidated Statements of Operations. The Company recognized $1.8 million and ~~thus deemed to be economic hedges, hedge accounting is not applied. Freestanding~~$7.6 million of net unrealized losses on its derivative instruments during the three and nine months ended September 30, 2022, respectively. Realized gains or losses on foreign currency derivatives are recorded as Realized gain on financial instruments ~~that~~in the accompanying Consolidated Statements of Operations. The Company ~~enters into as part~~recognized $3.3 million and $10.4 million of realized gains on its ~~overall risk management strategy but do~~foreign currency contracts during the three and nine months ended September 30, 2022, respectively. The Company did not ~~utilize hedge accounting. These financial instruments may include interest-rate swaps~~have any realized gains on foreign currency contracts during the three and ~~other derivative contracts.~~ nine months ended September 30, 2021.

As of September 30, ~~2021,~~2022, the ~~Company had 1 interest-rate cap and 1 interest-rate swap contract. The derivatives are accounted for as freestanding~~Company’s derivative instruments ~~and changes in fair value are recorded in current-period earnings.~~consisted of the following:

~~Non-Controlling Interests~~


	Number of Instruments	Notional Amount		Weighted Average Strike Rate	Weighted Average Maturity (years)
Interest Rate Swaps	1	$	33,800,000	0.7%	1.9
Interest Rate Caps	2	$	90,350,000	2.7%	0.9
Foreign Currency Swap Contracts	1	£	73,300,000	N/A	0.8

~~Non-controlling interests~~

Table of $7.1 million as of September 30, 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.Contents

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~~hierarchical 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.

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,~~estate-related securities 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 flowstrading 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.~~

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

value. The Company elected the fair value option for its investments in 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 and trading 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 and trading 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 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 (loss) 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.

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


	September 30, 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	$	—	$	273,052,892	$	—	$	273,052,892	$	—	$	19,511,008	$	—	$	19,511,008
Investment in unconsolidated entities	—		—		82,247,709		82,247,709		—		—		100,839,817		100,839,817
Derivatives	—		11,816,827		—		11,816,827		—		1,514,258		—		1,514,258
Total	$	—	$	284,869,719	$	82,247,709	$	367,117,428	$	—	$	21,025,266	$	100,839,817	$	121,865,083

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
Distributions of earnings from unconsolidated entities	(2,397,076)
Included in net loss
Unrealized loss on investments, net	(16,195,032)
Balance as of September 30, 2022	$	82,247,709

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 September 30, ~~2021 and December 31, 2020,~~2022, the fair value of the Company’s ~~$32.3~~mortgage loans and other indebtedness was approximately $27.1 million ~~and $24.7 million, respectively, of investments in CMBS were classified as Level 3.~~below the outstanding principal balance.

Income Taxes

The Company ~~has elected~~believes that it 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~~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 the Company’s tenants 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.

Organization and Offering Expenses

~~Organization~~Organizational expenses are expensed as incurred on the Company's Consolidated Statements of Operations, and offering ~~expenses~~costs are ~~reflected~~charged to equity as a reduction of additional paid-in capital from the gross proceeds of the Initial Public Offering. Any amounts due to the Oaktree Adviser (or, following the Adviser Transition, to the Adviser) but not paid are recognized as a liabilityincurred on the Company’s Consolidated ~~Balance Sheets.~~Statements of Changes in Stockholders’ Equity.

~~As of September 30, 2021 and December 31, 2020, our~~The Adviser and its affiliates ~~had incurred approximately $6.8~~advanced $12.5 million ~~and $5.7 million, respectively,~~ of organization and offering expenses on ~~our behalf. The~~the Company’s behalf through July 5, 2022, and the Company reimburses the Adviser for all such advanced expenses ratably over the 60 months following July 6, 2022. Additionally, the Adviser has agreed to advance organization and offering costs from July 6, 2022 through July 5, 2023, and the Company will reimburse ~~these~~the Adviser for all such advanced expenses ratably over athe 60 ~~month period beginning on~~months following July 6, 2023. As of September 30, 2022, the Adviser has advanced $0.2 million of organization and offering expenses on the Company's behalf for expenses paid from July 6, 2022 through September 30, 2022. ~~See Note 15,~~ ~~Subsequent Events, related~~Any amount due to the Adviser ~~Transition.~~but not paid is recorded as a component of Due to affiliates on the Company’s Consolidated Balance Sheets.

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Earnings Per Share

The Company uses the two-class method in calculating earnings per share ~~("EPS"~~(“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"~~EPS”) for the ~~Company's~~Company’s common stock are computed by dividing net income allocable to common ~~shareholders~~stockholders by the weighted average number of shares of common stock outstanding for the period, respectively. Diluted earnings per share ("(“Diluted ~~EPS"~~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.

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 and nine months ended September 30, ~~2021~~2022 and ~~2020,~~2021, there were no dilutive participating securities.

~~Segment Reporting~~

The Company operates in 3 reportable segments: multifamily properties, office properties 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.

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The Company recognizes compensation expense on a straight-line basis over the requisite service period of each award, with the amount of compensation expense recognized at the end of a reporting period at least equal the portion of fair value of the respective award at grant date or modification date, as applicable, that has vested through that date. Compensation expense, which is adjusted for actual forfeitures upon occurrence, is included as a component of general and administrative expense on the Consolidated Statements of Operations.

Stockholder Servicing Fee

The Company has entered into a dealer manager ~~servicing~~ agreement with Brookfield Oaktree Wealth Solutions LLC, a registered broker-dealer ~~(“Dealer Manager”) that is not~~ affiliated with the Adviser (“Dealer Manager”), to serve as the dealer manager for the ~~offering.~~Current Offering. The Dealer Manager is entitled to receive upfront selling commissions and dealer manager fees of up to 3.5% of the transaction price and ongoing stockholder servicing fees of 0.85% per annum of the aggregate NAV for outstanding Class S ~~shares~~ and Class T shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. ~~Since December 2019, the Company has accrued the~~The Dealer Manager is entitled to receive upfront selling ~~commission~~commissions of up to 1.5% of the transaction price and ~~the~~ ongoing stockholder servicing fees of 0.25% per annum of the aggregate NAV for outstanding Class D shares with a limit of up to, in the aggregate, 8.75% of the gross proceeds from such shares. There are no upfront selling commissions, dealer manager fees or ongoing stockholder servicing fees with respect to Class I shares. The Dealer Manager has entered into agreements with the selected dealers distributing the Company’s shares in the Current 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. The Company accrues the full cost of the stockholder servicing fee as an offering cost at the time each Class T, Class S and Class D share is sold, which is recorded as a component of Due to affiliates in the Company's Consolidated Balance Sheets.

The Company previously accrued upfront selling commissions and ongoing stockholder servicing fees on a monthly basis as incurred and recorded the monthly accrual as a reduction of additional paid-in capital as part of the offering ~~costs.~~

~~The~~costs on the Company's Consolidated Statements of Changes in Stockholders' Equity. During the quarter ended September 30, 2021, the Company determined that it should have accrued the ~~future~~full cost of stockholder servicing fees offor Class S ~~and T~~ shares ~~sold to~~at the ~~public~~time the shares were issued based on the contractual cap of 8.75% of gross proceeds of(no Class ~~S and~~ T or Class D shares ~~at the time the shares were sold.~~had been issued prior to September 30, 2021). The Company assessed the cumulative impact of the error on accounts payable, accrued expenses and other liabilities and additional paid-in capital as of and for the ~~periods~~years ended December 31, ~~2019, March 31,~~ 2020 ~~June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021~~ and ~~June 30, 2021.~~2019. In accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality and SAB No. 108 (“SAB 108”), Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,, the Company assessed the materiality of this correction on its financial statements for the years ended December 31, 2020 and ~~2019 and the quarters ended March 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021.~~2019. As a result of its analysis, the Company recorded a $12.3 million reduction to equity and a corresponding increase in accounts payable, accrued expenses and other liabilities as of September 30, 2021. The Company concluded the effect was not material to its financial statements for any prior period nor the current year and, as such, those financial statements are not materially misstated.

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 the London Interbank Offer Rate ("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 September 30, 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 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 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, 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 package of practical expedients to not reassess (i) whether

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~~existing arrangements~~components are ~~or contain a lease, (ii)~~accounted for in accordance with ASC 842 and reported as rental revenues in the ~~classification~~accompanying Consolidated Statements of ~~an operating or financing lease in a period prior to adoption, and (iii) any initial direct costs for existing leases. Additionally,~~Operations. As of September 30, 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 this standard 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 standard 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 September 30, 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 September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, investments in real estate, net, consisted of the following:


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Building and building improvements	Building and building improvements	$	265,823,762	$	272,602,885	Building and building improvements	$	1,316,872,026	$	874,834,206
Land		40,124,863		40,397,114
Land and land improvements						Land and land improvements	258,853,968		164,901,074
Tenant improvements	Tenant improvements	11,209,902		9,551,645		Tenant improvements	34,912,786		35,591,724
Furniture, fixtures and equipment	Furniture, fixtures and equipment	4,758,405		4,822,680		Furniture, fixtures and equipment	24,402,118		11,061,146
Accumulated depreciation	Accumulated depreciation	(15,846,208)		(12,065,888)		Accumulated depreciation	(51,205,961)		(20,629,840)
Investments in real estate, net	Investments in real estate, net	$	306,070,724	$	315,308,436	Investments in real estate, net	$	1,583,834,937	$	1,065,758,310

Acquisitions

OnDuring the nine months ended September 8,30, 2022, the Company acquired $545.2 million of real estate investments, which were comprised of three multifamily properties, two logistics properties and 447 single-family rental properties.

During the year ended December 31, 2021, the Company acquired Federal Hill, a multifamily asset located in Baltimore, Maryland for $73.6 million (exclusive of closing costs). The Company acquired Federal Hill and paid related closing costs through a combination of $51.5$852.9 million of ~~property-level debt from the Federal Home Loan Mortgage Corporation~~real estate investments, which were comprised of five multifamily properties, three logistics properties, one net-lease property and $23.7 million funded by the Company. The property, located in the Federal Hill neighborhood, is an eight story mid-rise building constructed in 2019 and has 224 units of one and two bedrooms encompassing 192,000 square feet of net rentable area.

~~Acquisitions~~

14 single-family rental properties.

The following table ~~summarizes the purchase price allocation~~provides further details of the ~~property~~properties acquired during the nine months ended September 30, 2022 and year ended December 31, 2021:


Investment	Ownership Interest	Location	Segment	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 Ct	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	Net Lease	December 2021	497,000	326,743,229
Single-Family Rentals	100%	Various	Single-Family Rental	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
Briggs & Union	100%	Mount Laurel, NJ	Multifamily	April 2022	490	158,647,833
Single-Family Rentals	100%	Various	Single-Family Rental	Various 2022	447	118,716,831
						$	1,398,035,872


	~~Federal Hill~~
~~Building and building improvements~~(1)	$Purchase price is inclusive of closing costs.		~~62,002,666~~
~~Land~~	~~10,214,820~~
~~In-place lease intangibles~~	~~1,420,377~~
~~Lease origination costs~~	~~11,766~~
~~Furniture, fixtures and equipment~~	~~1,503,257~~
~~Total purchase price(1)~~	$	~~75,152,886~~

~~(1) Purchase price is inclusive of closing costs.~~

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The following table summarizes the purchase price allocation of the properties acquired during the nine months ended September 30, 2022 and year ended December 31, 2021:


	September 30, 2022		December 31, 2021
Building and building improvements	$	448,874,257	$	660,098,315
Land and land improvements	77,153,366		145,611,087
Tenant improvements	1,232,492		24,991,410
Furniture, fixtures and equipment	9,530,183		6,307,805
In-place lease intangibles	5,664,090		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)	545,161,098		852,874,774
Assumed debt(2)	—		132,550,000
Net purchase price	$	545,161,098	$	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.

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 the joint venture does not meet the requirements for consolidation.

On November 2, 2021, the Company acquired a 20% interest in Principal Place, a net lease property located in London, United Kingdom, through an indirect interest in the joint venture that owns the property. As of September 30, 2022 and December 31, 2021, the fair value of the Company’s interest in Principal Place was $82.2 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 $42.4 million of consideration, consisting of $8.6 million of 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 of cash.

As of September 30, 2022 and December 31, 2021, investments in unconsolidated entities were $82.2 million and $129.7 million, respectively.

The following tables provide summarized financial information of the joint venture that owns Principal Place as of and for the periods set forth below. No comparable financial information has been presented for the three and nine months ended September 30, 2021, as the Company acquired its interest in the joint venture in November 2022.


	As of September 30, 2022		As of December 31, 2021
Total Assets	$	949,384,388	$	1,133,943,189
Total Liabilities	554,707,800		640,809,702
Total Equity	$	394,676,588	$	493,133,487


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Total Revenues	$	10,650,077	$	35,462,869
Total Expenses	12,490,887		39,347,710
Net Loss	$	(1,840,810)	$	(3,884,841)

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5. Intangibles

The gross carrying amount and accumulated amortization of the ~~Company's~~Company’s intangible assets consisted of the following as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


Intangible assets:		September 30, 2021		December 31, 2020
Intangible assets						Intangible assets	September 30, 2022		December 31, 2021
In-place lease intangibles	In-place lease intangibles	$	11,600,447	$	11,635,323	In-place lease intangibles	$	35,493,654	$	41,209,749
Lease origination costs	Lease origination costs	4,048,278		3,946,636		Lease origination costs	13,526,052		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	243,096		183,854
Total intangible assets	Total intangible assets	17,362,516		17,295,750		Total intangible assets	56,219,856		58,766,814
Accumulated amortization:
Accumulated amortization						Accumulated amortization
In-place lease intangibles	In-place lease intangibles	(7,078,680)		(5,586,764)		In-place lease intangibles	(6,065,313)		(8,082,379)
Lease origination costs	Lease origination costs	(791,193)		(521,929)		Lease origination costs	(2,562,393)		(972,556)
Lease inducements	Lease inducements	(470,287)		(280,128)		Lease inducements	(723,832)		(533,673)
Tax intangibles						Tax intangibles	(500,892)		(20,544)
Above-market lease intangibles	Above-market lease intangibles	(5,753)		(5,753)		Above-market lease intangibles	(26,117)		(5,753)
Total accumulated amortization	Total accumulated amortization	(8,345,913)		(6,394,574)		Total accumulated amortization	(9,878,547)		(9,614,905)
Intangible assets, net	Intangible assets, net	$	9,016,603	$	10,901,176	Intangible assets, net	$	46,341,309	$	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	$	(28,919,583)	$	(28,520,699)
Accumulated amortization	Accumulated amortization	49,236		24,637		Accumulated amortization	1,107,191		136,314
Intangible liabilities, net		$	(51,230)	$	(69,864)
Intangible liabilities net						Intangible liabilities net	$	(27,812,392)	$	(28,384,385)

The weighted average amortization periods of the ~~acquired in-place lease intangibles, above-market lease intangibles~~Company's intangible assets is 145 months and ~~below-market lease intangibles~~intangible liabilities is 29266 months.

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

Amortization
For the remainder of 2021 $ 1,449,625
2022 2,430,223
2023 1,702,542
2024 1,252,524
2025 1,031,504
Thereafter 1,150,185
Total $ 9,016,603

~~Table~~intangibles for each of ~~Contents~~

~~6. Investments in Real Estate-Related Loans~~the next five years and ~~Securities~~

~~During the nine months ended~~thereafter as of September 30, 2021, the Company sold $4.6 million of floating-rate CMBS, received principal payments of $0.5 million on floating-rate CMBS and recognized a gain of $1.3 million as a result of the sales. For the nine months ended September 30, 2021, the Company recognized $0.5 million of interest income related to such floating-rate CMBS.2022:

~~During the nine months ended September 30, 2020, the Company invested $33.3 million into floating-rate CMBS and recognized $0.6 million of interest income related to such floating-rate CMBS.~~

~~The following table details the Company's CMBS activity for the nine months ended September 30, 2021:~~

Investment Collateral
Interest Rate(1)
Maturity Date Payment Terms Trade Date Face Amount Beginning Balance 12/31/20 Purchases Sales / Principal Payments
Unrealized Gain / (Loss)(2)
Ending Balance 9/30/21
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 $ — $ (451,536) $ 137,273 $ 5,413,098 $ —
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 — 0 114,800 3,976,000 —
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 — — 335,590 3,655,970 —
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 — (1,400,076) (560,761) — 586,685
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 — — 47,275 1,553,255 —
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 — (2,745,925) (539,477) — 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) 25,730 1,772,039 120,485
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 — — 174,677 3,034,017 —
BAMLL 2021-JACX F The JACX Office Towers Queens, NY L+5.00% 9/15/38 Principal due at maturity 09/15/21 5,100,000 — 5,100,000 — — 5,100,000 —
BX 2021 SDMF J San Diego Multifamily Portfolio L+4.03% 9/15/23 Principal due at maturity 09/28/21 7,800,000 — 7,776,316 — — 7,776,316 —
$ 38,741,392 $ 24,713,595 $ 12,876,316 $ (5,044,323) $ (264,893) $ 32,280,695 $ 1,277,640


~~(1)~~			~~The term "L" refers to the one-month LIBOR. As of September 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.08% 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.~~


	In-place Lease Intangibles		Above-market Lease Intangibles		Other Intangibles		Below-market Lease Intangibles
2022 (remaining)	$	908,606	$	7,993	$	637,591	$	(337,057)
2023	2,445,902		31,972		2,444,735		(1,348,228)
2024	2,036,902		31,972		2,253,859		(1,344,533)
2025	1,876,520		31,972		2,126,258		(1,339,796)
2026	1,699,216		31,972		1,847,066		(1,332,185)
2027	1,540,718		21,312		1,547,083		(1,327,356)
Thereafter	18,920,477		59,786		5,839,397		(20,783,237)
Total	$	29,428,341	$	216,979	$	16,695,989	$	(27,812,392)

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6. Investments in Real Estate-Related Loans and Securities

The following table ~~details~~summarizes the ~~Company's CMBS activity for the nine months ended~~components of investments in real estate-related loans and securities as of September 30, ~~2020:~~2022 and December 31, 2021:


	September 30, 2022		December 31, 2021
Real estate-related loans	$	33,066,338	$	35,563,370
Real estate-related securities	273,052,892		19,511,008
Total investments in real estate-related loans and securities	$	306,119,228	$	55,074,378

Investment Collateral
Interest Rate(1)
Maturity Date Payment Terms Trade Date Face Amount Beginning Balance 12/31/19 Purchases Sales / Principal Payments
Unrealized Gain / (Loss)(2)
Ending Balance 9/30/20
Realized Gain / (Loss)(3)
BX 2020 BXLP G Industrial Paper L+2.50% 12/15/29 Principal due at maturity 02/10/20 $ 10,827,000 $ — $ 10,784,627 $ (5,000,000) $ (63,089) $ 5,721,538 $ (154,435)
CGDB 2019 MOB F Medical Office Mortgage Loans L+2.55% 11/15/36 Principal due at maturity 02/04/20 4,000,000 — 4,005,000 — (78,600) 3,926,400 —
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 — 4,000,000 — (199,200) 3,800,800 —
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 — 2,511,539 — 636,791 3,148,330 —
BHMS 2018 ATLS D Atlantis Paradise Island Resort L+2.25% 7/15/35 Principal due at maturity 03/20/20 1,998,000 — 1,408,342 — 473,974 1,882,316 —
BHMS 2018 ATLS E Atlantis Paradise Island Resort L+3.00% 7/15/35 Principal due at maturity 03/30/20 1,550,000 — 1,006,970 — 419,495 1,426,465 —
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 4,680,982 — 3,905,526 — 363,530 4,269,056 —
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 — 1,790,168 — 221,116 2,011,284 —
CGCMT 2020-WSS E WoodSprings Suites Extended Stay Hotel L+2.41% 2/16/27 Principal due at maturity 07/08/20 1,839,000 — 1,466,235 — 150,557 1,616,792 —
CGCMT 2020-WSS F WoodSprings Suites Extended Stay Hotel L+2.41% 2/16/27 Principal due at maturity 07/08/20 3,160,000 — 2,419,063 — 249,243 2,668,306 —
$ 38,074,000 $ — $ 33,297,470 $ (5,000,000) $ 2,173,817 $ 30,471,287 $ (154,435)


~~(1)~~			~~The term "L" refers to the one-month LIBOR. As of September 30, 2020 and December 31, 2019, one-month LIBOR was equal to 0.15% 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.~~

~~Table of Contents~~

The following ~~table details~~tables detail the ~~Company's~~Company’s real estate-related loan investments as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

As of September 30, 2021
Investment Collateral
Interest Rate(1)
Maturity Date
Payment Terms(2)
Prior Liens Face Amount Unamortized Discount/Origination Fees Carrying Amount
IMC/AMC Bond Investment International Markets Center
AmericasMart Atlanta L+6.15% December 2023 Principal due at maturity
$1.643 billion(3)
$ 25,000,000 $ (185,133) $ 24,814,867
111 Montgomery The 111 Montgomery Street Condominium
Brooklyn, New York L+7.00% February 2024 Principal due at maturity none 1,839,957 (107,068) 1,732,889
The Avery Senior Loan The Avery Condominium
San Francisco, California L+7.30% February 2024 Principal due at maturity none 8,373,079 (80,209) 8,292,870
The Avery Mezzanine Loan The Avery Condominium
San Francisco, California L+12.50% February 2024 Principal due at maturity
$200.1 million(4)
1,936,377 (17,993) 1,918,384
$ 37,149,413 $ (390,403) $ 36,759,010

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(5)
$ 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(3)
25,000,000 (249,029) 24,750,971
$ 50,000,000 $ (249,029) $ 49,750,971


					September 30, 2022
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		Carrying Amount
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000,000	$	(99,705)	$	24,900,295
111 Montgomery(2)	The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2023	Principal due at maturity(3)	209,906		(52,548)		157,358
The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023	Principal due at maturity(3)	6,469,266		(20,052)		6,449,214
The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023	Principal due at maturity(3)	1,563,969		(4,498)		1,559,471
Total					$	33,243,141	$	(176,803)	$	33,066,338


(1)			The term ~~"L"~~“L” refers to the one-month US dollar-denominated LIBOR. As of September 30, ~~2021 and December 31, 2020,~~2022, one-month LIBOR was equal to ~~0.08% and 0.14%, respectively.~~3.14%.
(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 ~~September 30, 2021 or December 31, 2020.~~the loan based on its membership interest in the aggregating entity.
(3)			The IMC / AMC Bond Investment is subordinate to a $1.15 billion first mortgage on properties owned by International Markets Center ("IMC") and a $493 million first mortgage on properties owned by AmericasMart Atlanta ("AMC").loan agreement requires mandatory prepayments simultaneous with the closing of the sale of any condominium unit.


					December 31, 2021
Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		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 2023	Principal due at maturity(3)	1,439,853		(91,409)		1,348,444
The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023	Principal due at maturity(3)	7,655,908		(65,170)		7,590,738
The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023	Principal due at maturity(3)	1,802,408		(14,619)		1,787,789
Total					$	35,898,169	$	(334,799)	$	35,563,370


~~(4)~~(1)			The ~~Avery Mezzanine Loan is subordinate~~term “L” refers to ~~an Oaktree first mortgage commitment~~the one-month US dollar-denominated LIBOR. As of ~~$200.1 million.~~December 31, 2021, one-month LIBOR was equal to 0.10%.
~~(5)~~(2)			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 its membership interest in the aggregating entity.
(3)			The ~~Atlantis Mezzanine Loan is subordinate to a first mortgage~~ loan agreement requires mandatory prepayments simultaneous with the closing of ~~$1.20 billion~~the sale of any condominium unit. During the nine months ended September 30, 2022 and ~~a $325~~year ended December 31, 2021, the Company received aggregate net repayments of $4.1 million ~~senior mezzanine loan.~~and $5.8 million, respectively.

On July 8, 2021, the borrower on the Atlantis Mezzanine Loan exercised the option to extend the initial maturity of the loan by 12 months from July 2021 to July 2022. The borrower continues to have the option to extend the maturity of the loan by 3 additional 12-month periods, provided there has not been an event of default. The Atlantis Mezzanine Loan bears interest at a 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. The Atlantis Mezzanine Loan is held for sale as of September 30, 2021.

On February 21, 2021, the Company funded $10.3 million to acquire 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.

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

On February 2, 2021, the Company funded $4.1 million to acquire 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).

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 the Oaktree Adviser 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 IMC and 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

2019

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~~Las Vegas, Nevada, High Point, North Carolina~~The Company’s investments in real estate-related securities consist of commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”), and ~~Atlanta, Georgia.~~corporate bonds. The ~~Term Loan matures~~following tables detail the Company’s investments in real estate-related securities as of September 30, 2022 and December ~~2023. The IMC/AMC Bond Investment bears interest at a floating rate of 6.15% over~~31, 2021:


	September 30, 2022
Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS - floating	31	L+3.62%	November 2025	$	174,332,123	$	165,952,679	$	165,706,870
CMBS - fixed	6	4.38%	July 2024	46,000,000		43,300,161		43,136,403
RMBS - floating	8	L+2.30%	October 2024	24,138,056		20,493,036		20,510,550
RMBS - fixed	24	4.13%	December 2025	53,553,000		42,642,573		41,785,319
Corporate bonds	1	4.75%	March 2029	2,500,000		2,075,000		1,913,750
Total	70	5.78%	August 2025	$	300,523,179	$	274,463,449	$	273,052,892


	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 - floating	4	L+4.00%	February 2030	$	19,760,000	$	17,790,125	$	19,511,008
Total	4	L+4.00%	February 2030	$	19,760,000	$	17,790,125	$	19,511,008


(1)			The term “L” refers to the relevant floating benchmark rates, which include USD LIBOR and Secured Overnight Financing Rate (“SOFR”), as applicable to each security and loan. As of September 30, 2022 and December 31, 2021, one-month LIBOR was equal to 3.14% and 0.10%, respectively. As of September 30, 2022 and December 31, 2021, SOFR was equal to 2.98% and 0.05%, respectively.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

During the ~~one-month LIBOR.~~

~~On June 14, 2019,~~three and nine months ended September 30, 2022, the Company ~~acquired a $25~~recorded net unrealized losses on its real estate-related securities investments of $1.8 million ~~principal amount~~and $3.2 million, respectively, and net realized (losses) gains on its real estate-related securities investments of ~~a second loss mezzanine loan (the “Atlantis Mezzanine Loan”) by assuming ownership~~$(0.1) million and $0.6 million, respectively. During the three and nine months ended September 30, 2021, the Company recorded net unrealized losses on its real estate-related securities investments of ~~a special purpose vehicle from an affiliate~~$0.2 million and $0.3 million, respectively. As of the ~~Oaktree Adviser~~three and ~~contemporaneously borrowed under~~nine months ended September 30, 2021, the Company recorded net realized gains of $0.3 million and $1.3 million, respectively. Such amounts are recorded as components of Other income (expense) on the Company’s ~~Line~~Consolidated Statements 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.Operations.

7. Accounts and Other Receivables and Other Assets

The following table summarizes the components of accounts and other receivables and other assets as of September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


Receivables		September 30, 2021		December 31, 2020
Accounts and other receivables, net						Accounts and other receivables, net	September 30, 2022		December 31, 2021
Accounts receivable	Accounts receivable	$	1,345,190	$	949,714	Accounts receivable	$	2,610,723	$	1,258,307
Receivable for unsettled sales of real estate-related securities						Receivable for unsettled sales of real estate-related securities	5,892,583		—
Straight-line rent receivable	Straight-line rent receivable	2,150,030		1,954,662		Straight-line rent receivable	3,797,462		2,252,699
Interest receivable	Interest receivable	408,120		325,602		Interest receivable	1,213,268		293,873
Allowance for doubtful accounts	Allowance for doubtful accounts	(94,663)		(155,519)		Allowance for doubtful accounts	(106,983)		(48,768)
Total accounts and other receivables, net	Total accounts and other receivables, net	$	3,808,677	$	3,074,459	Total accounts and other receivables, net	$	13,407,053	$	3,756,111

Other assets	Other assets	September 30, 2021		December 31, 2020		Other assets	September 30, 2022		December 31, 2021

Deposits	Deposits	$	472,380	$	474,306	Deposits	$	727,232	$	6,808,716
Prepaid expenses	Prepaid expenses	1,068,694		545,441		Prepaid expenses	2,569,405		2,181,765
Capitalized fees, net	Capitalized fees, net	98,977		86,000		Capitalized fees, net	8,570		13,292
Derivative instruments						Derivative instruments	11,816,827		1,514,258
Total other assets	Total other assets	$	1,640,051	$	1,105,747	Total other assets	$	15,122,034	$	10,518,031

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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 September 30, ~~2021~~2022 and December 31, ~~2020:~~2021:


		September 30, 2021		December 31, 2020
							September 30, 2022		December 31, 2021
Real estate taxes payable	Real estate taxes payable	$	1,478,314	$	624,961	Real estate taxes payable	$	4,667,570	$	2,350,065
Accounts payable and accrued expenses(1)		16,584,340		2,322,523
Accounts payable and accrued expenses						Accounts payable and accrued expenses	15,145,265		6,615,746
Prepaid rent	Prepaid rent	653,597		1,007,729		Prepaid rent	1,063,588		1,044,844
Accrued interest expense	Accrued interest expense	250,615		326,586		Accrued interest expense	3,006,211		509,213
Tenant security deposits	Tenant security deposits	630,371		632,837		Tenant security deposits	2,812,433		1,286,365
Derivative(2)		134,905		626,224
Distribution payable	Distribution payable	903,005		768,521		Distribution payable	4,929,430		2,822,987

Investor redemptions		225,570		—
Stock repurchases payable						Stock repurchases payable	6,254,074		1,593,971
Total accounts payable, accrued expenses and other liabilities	Total accounts payable, accrued expenses and other liabilities	$	20,860,717	$	6,309,381	Total accounts payable, accrued expenses and other liabilities	$	37,878,571	$	16,223,191

9. Mortgage Loans and Indebtedness

The following table summarizes the components of mortgage loans and indebtedness as of September 30, 2022 and December 31, 2021:


			Principal Balance Outstanding
Indebtedness	Interest Rate(1)	Maturity Date	September 30, 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	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)	SOFR+1.95%	January 2023	251,618,200		244,401,821
Affiliate Line of Credit(4)	SOFR+2.25%	November 2023	—		105,000,000
Total indebtedness			1,114,837,210		842,410,831
Less: deferred financing costs, net			(5,321,901)		(3,617,611)
Total indebtedness, net			$	1,109,515,309	$	838,793,220


(1)		Accounts payable and accrued expenses includes $14.4 million and $0.1 million of stockholders servicing fees as of September 30, 2021 and December 31, 2020, respectively. See discussion of stockholder servicing fee in Note 3.
~~(2)~~	This derivative relates to an interest rate swap on the Two Liberty mortgage loan. The notional amount of the swap is $33,800,000 and the termination date is August 20, 2024. Two Liberty receives a floating rate of one-month LIBOR and pays a fixed rate of 0.7225%.

~~Table of Contents~~

~~9. Mortgage Loans~~

~~The following table summarizes the components of mortgage loans as of September 30, 2021 and December 31, 2020:~~

Principal Balance Outstanding
Indebtedness
Interest Rate(1)
Maturity Date September 30, 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 62,085,155 61,971,000
Ezlyn mortgage loan(3)
3.38% December 2026 — 53,040,000
Lakes mortgage loan(2)
L + 1.55% February 2025 25,196,563 25,202,380
Arbors mortgage loan(4)
SOFR + 2.24% January 2031 45,950,000 45,950,000
Federal Hill mortgage loan 2.34% August 2028 51,520,000 —
Total mortgage loans 229,151,718 230,563,380
Less: deferred financing costs, net (1,244,483) (1,376,424)
Mortgage loans, net $ 227,907,235 $ 229,186,956


~~(1)~~			The term ~~"L"~~“L” refers to the one-month US dollar-denominated LIBOR. As of September 30, ~~2021~~2022 and December 31, ~~2020,~~2021, one-month LIBOR was equal to ~~0.08%~~3.14% 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 September 30, 2021.
~~(3)~~			~~The Ezlyn mortgage loan is held for sale as of September 30, 2021 and included in held for sale liabilities on the consolidated balance sheet~~
~~(4)~~			The term ~~"SOFR"~~“SOFR” refers to the Secured Overnight Financing Rate. As of September 30, ~~2021~~2022 and December 31, ~~2020, the~~2021, SOFR was ~~0.05%~~2.98% 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 September 30, 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, Briggs & Union 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.
(4)			Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin.

Table of Contents

The following table presents the future principal payments due under the ~~Company's~~Company’s mortgage loans and other indebtedness as of September 30, ~~2021:~~2022:

Year Amount
For the remainder of 2021 $ —
2022 —
2023 —
2024 62,085,155
2025 25,196,563
Thereafter 141,870,000
Total $ 229,151,718

~~Table of Contents~~

~~10. Assets and Liabilities Held for Sale~~


Year	Amount
2022 (remaining)	$	—
2023	251,618,200
2024	62,400,036
2025	398,976,701
2026	50,039,682
2027	1,479,301
Thereafter	350,323,290
Total	$	1,114,837,210

The ~~following tables detail~~mortgage loans, Secured Multifamily Term Loan, and Secured Credit Facility are subject to various financial and operational covenants. These covenants require the ~~Company's assets~~Company to maintain certain financial ratios, which may include leverage, debt yield, and ~~liabilities held for sale:~~


	~~September 30, 2021~~
~~Investments in real estate, net~~	$	~~77,183,424~~
~~Investments in real estate-related loans and securities~~	~~25,000,000~~
~~Cash and cash equivalents~~	~~463,736~~
~~Restricted cash~~	~~384,384~~
~~Accounts and other receivables~~	~~143,401~~
~~Other assets~~	~~91,763~~
~~Total assets held for sale~~	$	~~103,266,708~~


	~~September 30, 2021~~
~~Mortgage loan, net~~	$	~~52,802,986~~
~~Accounts payable, accrued expenses and other liabilities~~	~~920,030~~
~~Total liabilities held for sale~~	$	~~53,723,016~~

~~Investment in real estate held for sale~~

debt service coverage, among others. As of September 30, ~~2021, there was one multifamily residential~~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 ~~classified as~~are currently held ~~for sale. There were no properties classified as held for sale as of December 31, 2020.~~

~~Investment~~ in ~~real estate-related loans held for sale~~

~~The following table details the Company's held for sale real estate-related loan investment:~~

As of September 30, 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 2022 Principal due at maturity
$1.525 billion(3)
$ 25,000,000 $ — $ 25,000,000
$ 25,000,000 $ — $ 25,000,000


~~(1)~~			~~The term "L" refers to the one-month US dollar-denominated LIBOR. As of September 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.08% 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 September 30, 2021.
~~(3)~~			~~The Atlantis Mezzanine Loan is subordinate to a first mortgage loan of $1.20 billion and a $325 million senior mezzanine loan.~~

~~There were no real estate-related loan investments held for sale as of December 31, 2020.~~

a restricted cash account due to a debt service coverage ratio requirement.

Mortgage ~~loan held for sale~~

Principal Balance Outstanding
Indebtedness
Interest Rate(1)
Maturity Date September 30, 2021
Ezlyn mortgage loan 3.38% December 2026 53,040,000
Less: deferred financing costs, net (237,014)
Mortgage loan, net $ 52,802,986


~~(1)~~			~~The term "L" refers to the one-month US dollar-denominated LIBOR. As of September 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.08% and 0.14%, respectively.~~

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~~11. Related Party Transactions~~

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 the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors. Prior to the Adviser Transition, the Oaktree Adviser served as the Company’s adviser.

~~Related Party Investor~~Loans

During the nine months ended September 30, 2022 and year ended December 31, 2021, ~~Oaktree Real Estate Income Corporation, an investment vehicle for non-U.S. investors managed by an affiliate of the Oaktree Adviser, invested $14.7 million in~~ the Company ~~utilizing a special fund vehicle. The investments~~obtained financing of $212.2 million and $315.0 million, respectively, in mortgage loans related to its properties, which were ~~made in a private offering~~subject to customary terms and conditions. During the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company repaid $214.8 million and $53.0 million, respectively, of ~~Class C shares.~~mortgage loans.

~~Credit Agreement~~Secured Multifamily Term Loan

~~On June 5, 2020,~~In March 2022, the Company entered into a term loan (the “Secured Multifamily Term Loan”) providing for a senior secured loan with an aggregate principal amount of $372.8 million. Borrowings on the Secured Multifamily Term Loan are secured by The Burnham, Flats on Front, Verso Apartments, 2626 South Side Flats and The Parker. Borrowings under the Secured Multifamily Term Loan bear interest at a rate of SOFR plus 1.70%. The Secured Multifamily Term Loan matures on March 21, 2025, and has two one-year extension options to March 2026 and 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 owned by the Company. The initial maximum aggregate principal amount of the facility was $250.0 million, which was increased to $500.0 million on March 9, 2022. Effective May 15, 2022, the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Secured Credit Facility bear interest at a rate of SOFR plus 1.95%. The Secured Credit Facility had an initial maturity date of November 9, 2022, which was extended until January 9, 2023 in October 2022 concurrent with the Company executing a term sheet with the lead lender to amend the facility, which would extend the maturity date to January 2025, if consummated. As of September 30, 2022 and December 31, 2021, there were $251.6 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 ~~(the “Credit Agreement”)~~ with ~~the Oaktree Investor,~~ an affiliate of ~~the Oaktree Adviser,~~Brookfield (the “Affiliate Line of Credit”), providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of ~~$125~~$125.0 million. The Affiliate Line of Credit had an initial maturity date of November 2, 2022, and has one-year extension options subject to the lender’s approval. Effective November 2, 2022, the maturity date was extended to November 2, 2023, and the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin. As of September 30, 2022 and December 31, 2021, there were $0.0 and $105.0 million, respectively, of outstanding borrowings on the Affiliate Line of Credit.

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10. Related Party Transactions

Advisory Agreement

Pursuant to the Advisory Agreement, the Adviser is entitled to an annual management fee equal to 1.25% of the Company’s NAV on its Class C, Class D, Class I, Class S and 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 ~~set~~entitled to ~~expire on~~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 and nine months ended September 30, 2022, management fees earned by the Adviser were $3.5 million and $6.8 million, respectively. During the three and nine months ended September 30, 2021, ~~but was extended in June 2021 to~~management fees earned by the Oaktree Adviser were $0.6 million and $1.8 million, respectively. During the three and nine months ended September 30, 2022, the Company repurchased 73,289 Class I and 221,407 Class E common shares from the Adviser for a total repurchase amount of $3.9 million. During the three and nine months ended September 30, 2021, the Company repurchased 0 and 181,226 Class I common shares, respectively, from the Oaktree Adviser for total repurchase amounts of $0 and $2.0 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, shares of the Company’s common stock, or units of the Operating Partnership.

During the three and nine months ended September 30, 2022, performance fees earned by the Adviser were $3.7 million and $11.9 million, respectively, which is recognized as Performance fee in the Company’s Consolidated Statements of Operations. During the three and nine months ended September 30, 2021, performance fees earned by the Oaktree Adviser were $3.7 million and $4.9 million, respectively, which is recognized as Performance fee in the Company’s Consolidated Statements of Operations.

In December 2021, the Company issued 429,430 Class I shares of common stock to the Oaktree Adviser as payment of the 2021 performance fee earned by the Oaktree Adviser through the date of the Adviser Transition. Such shares were issued at the NAV per share as of the date of the Adviser Transition. In December 2021, the Company repurchased 429,340 Class I shares of common stock from the Oaktree Adviser for a total repurchase amount of $5.3 million.

In March 2022, the Company issued 186,362 Class E units of the Operating Partnership (“Class E OP Units”) as payment of the 2021 performance participation allocation earned by the Adviser from the date of the Adviser Transition through December 31, 2021. Such units were issued at the NAV per unit as of December 31, 2021. In June 2022, all such Class E OP Units were converted to 191,670 Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares.

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 “Liquidity 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 and disposition of the Liquidity Sleeve in accordance with our investment objectives, strategy, guidelines, policies and limitations. Pursuant to 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

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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 common stock in the Current Offering. The Company accrues the full amount of 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 ~~changes~~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.

Acquisition of Investments

On November 2, 2021, the Company acquired two multifamily properties and a 20% interest in ~~terms.~~a joint venture that owns a net lease property (the “Brookfield Portfolio”) from an affiliate of Brookfield. 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. The Company issued 2,088,833 shares of Class E common stock and 12,380,554 Class E OP Units as consideration for the acquisitions. In June 2022, 12,310,303 of such Class E OP Units were converted to 12,660,957 Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares.

Disposition of Investments

On November 2, 2021, the Company sold its interest in a 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, and previously the Oaktree 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 5, 2023, subject to the following reimbursement terms: (1) the Company reimburses the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, 2022; and (2) the Company will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023. As part of the Adviser Transition, the Adviser acquired the Sub-Adviser’s receivable related to the organization and offering expenses previously incurred by the Sub-Adviser, which the Company reimburses to the Adviser ratably over the 60 months following July 6, 2022.

Affiliate Line of Credit

In November 2021, the Company entered into the Affiliate Line of Credit, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. The Affiliate Line of Credit had an initial maturity date of November 2, 2022, and has continuous one-year extension options subject to the lender’s approval. Effective November 2, 2022, the maturity date was extended to November 2, 2023, and the interest rate benchmark was converted from LIBOR to SOFR. Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and a 2.25% margin. As of September 30, 2022 and December 31, 2021 there were $0.0 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 “Oaktree Credit Agreement”) with an affiliate of Oaktree providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125.0 million. Borrowings under the Oaktree Credit Agreement ~~will bear~~incurred interest at a rate of the then-current rate offered by a third-party lender for a similar credit product, or, if no such rate is available, LIBOR plus 2.25%. Each advance under the Credit Agreement is repayable on the earliest of (i) Lender’s demand, (ii) the stated expiration of the Credit Agreement, and (iii) the date on which the Oaktree Adviser or an affiliate thereof no longer acts as the Company’s investment adviser; provided that the Company will have 180 days 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 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 September 30, 2021, the Company did not have any borrowings outstanding under the Credit Agreement.

~~On November 2, 2021, the Credit Agreement was terminated in connection with the Adviser Transition and~~ ~~the Company entered into a new line of credit with an affiliate of Brookfield.~~

~~Management Fee~~

The Oaktree Adviser received, and the Adviser and its affiliates will receive, fees and compensation in connection with the management of the assets of the Company. The Oaktree Adviser agreed to waive its management fee from December 6, 2019 through June 6, 2020. Beginning June 7, 2020, the Oaktree Adviser was paid a management fee equal to 1.00% of NAV per annum, payable monthly in arrears. The management fee was payable, at the Oaktree Adviser’s election, in cash or Class I shares.

For the three and nine months ended September 30, 2021, the Company recorded $0.6 million and $1.8 million, respectively, in Oaktree Adviser management fees, all of which the Oaktree Adviser elected to receive in Class I shares. For the three and nine months ended September 30, 2020, the Company recorded $0.5 million and $0.6 million in Oaktree Adviser management fees, all of which the Oaktree Adviser elected to receive in Class I shares.

Following the Adviser Transition, pursuant to the Advisory Agreement, the Adviser will be paid a management fee of 1.25% of the NAV for the Company’s Class T, Class S, Class D, Class C and Class I shares per annum, payable monthly. The Company will not pay the Adviser a management fee with respect to the Class E shares. See Note 15, ~~Subsequent Events, for a discussion of the Adviser Transition.~~

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~~Affiliate Service Provider Expenses~~third-party lender, or, if no such rate was available, LIBOR plus 2.25%. The Oaktree Credit Agreement was terminated on November 2, 2021, the date of the Adviser Transition.

Brookfield Repurchase Arrangement

One or more affiliates of Brookfield (individually or collectively, as the context may require, the “Brookfield Investor”) was issued shares of the Company’s common stock and Class E OP Units in connection with its contribution of the Brookfield Portfolio on November 2, 2021. The Company ~~may retain certain~~and the Operating Partnership have entered into a repurchase arrangement with the Brookfield Investor (the “Brookfield Repurchase Arrangement”) 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 ~~Adviser’s affiliates~~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 ~~necessary services relating~~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 Company’s share repurchase plan’s 2% monthly and 5% quarterly caps (after accounting for third-party investor repurchases) and (b) 25% of the amount by which net proceeds from the Offering and the Company’s private offerings of common stock for a given month exceed the amount of repurchases for such month pursuant to the Company’s investments or its operations, including lending and loan special servicing; investment banking, advisory, consulting, brokerage and managing foreclosures and workouts; the placement and provision of insurance policies and coverage, including risk retention or insurance captives; entitlement, development, construction and design (including oversight thereof); portfolio company, real estate operations and property management (and oversight thereof) and leasing; legal, financial, compliance, tax, back office, corporate secretarial, accounting, human resources, bank account and cash management; supply or procurement of power and energy; transaction support; accounting and reporting (including coordinating onboarding, due diligence, reporting and other administrative services) and other financial operations services; hedging, derivatives, financing and other treasury services and capital markets services; data generation, analysis, collection and management services; physical and digital security, life and physical safety, and other technical specialties; information technology services and innovation; appraisal and valuation services; market research; cash flow modeling and forecasting; client onboarding; and other services or products. Any such arrangements will be at market terms and rates.

share repurchase plan. The Company ~~has engaged an affiliate~~will not effect any such repurchase during any month in which the full amount of ~~Brookfield~~all shares requested to ~~perform property management services at~~be repurchased by third-party investors under the ~~Federal Hill property. For~~share repurchase plan is not repurchased. During the ~~three and~~ nine months ended September 30, ~~2021, property management fees at Federal Hill totaled $0.01 million.~~

~~Performance Fee~~

~~The Company paid the Oaktree 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 between~~2022, the Company and the Oaktree Adviser) and a high water mark, with a catch-up. Such performance fee was made annually and accrued monthly. For the three and nine months ended September 30, 2021, the Company incurred performance fees of $3.7 million and $4.9 million, respectively. For the three and nine months ended September 30, 2020, the Company accrued performance fees of $0.5 million and $1.5 million, respectively.

~~Following the Adviser Transition, so long as the Advisory Agreement has not been terminated,~~ ~~Brookfield REIT OP Special Limited Partner L.P., a Delaware limited partnership and an indirect subsidiary of Brookfield (the “Special Limited Partner”),~~ ~~holds a performance participation interest in the~~ Operating Partnership ~~that entitles it to receive cash distributions (or~~did not repurchase any shares or Operating Partnership units ~~at its election)~~ from the ~~Operating Partnership equal to 12.5%~~Brookfield Investor as part of the Total Return, subject to a 5% Hurdle Amount (each term as defined in the partnership agreement of the Operating Partnership) and a high water mark, with a catch-up. The performance participation interest is not paid on the Class E units of the Operating Partnership ("Class E Operating Partnership Units").Brookfield Repurchase Arrangement.

~~Due to Affiliates~~

~~Due to affiliates of $12.3 million as of September 30, 2021 consisted primarily of $6.8 million due to~~ Oaktree for reimbursement of organizational and offering costs, $0.5 million due to the Oaktree Adviser for management fees and $5.0 million due to the Oaktree 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 Oaktree Adviser for management fees, $2.7 million due to Oaktree for share repurchases and $2.4 million due to the Oaktree Adviser 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 ~~the~~ Oaktree Investor, an affiliate of the ~~Company’s sponsor,~~Oaktree Adviser, acquired prior to the breaking of escrow in the ~~Company’s~~ 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 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

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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 nine months ended September 30, 2021, ~~and 2020,~~ the Company repurchased 6,186,397 ~~and 1,693,220 Class I~~ shares ~~respectively,~~for $61.9 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

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Company’s most recently determined NAV immediately prior to the closing of such purchase. As of September 30, ~~2021,~~2022, the ~~Oaktree Investor had repurchased all shares under~~conditions to commence the ~~repurchase arrangement.~~option period have not occurred.

~~As of September~~Brookfield Subscription Agreement

On November 30, 2021, the ~~Oaktree~~Operating Partnership and the Brookfield Investor ~~held 52,963~~entered into a subscription agreement (the “Brookfield Subscription Agreement”) pursuant to which the Brookfield Investor agreed to purchase up to $83 million of 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. On December 1, 2021, the Brookfield Investor was issued 3,756,480 Class E OP Units in exchange for $45 million. On January 3, 2022, the Brookfield Investor was issued 3,075,006 Class E OP Units in exchange for $38 million. On June 29, 2022, the Company, the Operating Partnership and the Brookfield Investor entered into an agreement pursuant to which all such Class E OP Units issued to the Brookfield Investor in connection with the Brookfield Subscription Agreement were converted to Class I shares ~~from payments~~ of ~~management fees.~~

~~Other than~~ the ~~Monthly Repurchase Amount limitation,~~Company’s common stock at the ~~share repurchase arrangement for~~then-applicable conversion factor per unit based on the ~~Oaktree~~most recently determined NAV of Class E OP Units and Class I shares. The Class I shares held by the Brookfield Investor isin connection with the Brookfield Subscription Agreement are not subject to ~~any volume limitations, including those~~the Brookfield Repurchase Arrangement, but may be redeemed, in whole or in part, for cash upon the request of the Brookfield Investor.

Affiliate Service Provider Expenses

The Company may retain certain of the Adviser’s affiliates for necessary services relating to the Company’s ~~existing share repurchase plan. Notwithstanding the foregoing, no repurchase offer~~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 ~~made~~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 and nine months ended September 30, 2022, the Company incurred $2.6 million and $5.8 million, respectively, of expenses in connection with the services provided by Brookfield Properties. There were no services provided by Brookfield Properties to the ~~Oaktree Investor~~Company for ~~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~~three and nine months ended September 30, 2021.

Captive Insurance Company

BPG Bermuda Insurance Limited (“BAM Insurance Captive”), an affiliate of all shares requested to be repurchased under the Company’s existing share repurchase plan is not repurchased. Additionally, the Company may elect not to offer to repurchase shares from the Oaktree Investor, or may offer to purchase less than the Monthly Repurchase Amount, if, 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 interestsBrookfield, provides multifamily property and ~~the best interests~~liability insurance for certain of the Company’s ~~stockholders. The Oaktree Investor will not request that its shares be repurchased under~~multifamily properties. For the ~~Company’s existing share repurchase plan. Under the Company’s charter, the Oaktree Investor may not vote on the removal of any of its affiliates (including the Oaktree Adviser),~~three and ~~may not vote regarding any transaction between~~nine months ended September 30, 2022, the Company paid BAM Insurance Captive $0.1 million and ~~Oaktree~~$0.2 million, respectively, for insurance premiums at eight multifamily properties. There were no premiums paid to BAM Insurance Captive for the three and nine months ended September 30, 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 ~~any~~more underwriters in issuing title policies and/or providing support services in connection with investments by the Company. For the three and nine months ended September 30, 2022, the Company paid Horizon $0.0 million and $0.2 million, respectively, for title services for five properties. There were no services provided by Horizon to the Company for the three and nine months ended September 30, 2021.

Table of ~~its affiliates.~~Contents

Due to Affiliates

The following table details the components of due to affiliates:


	September 30, 2022		December 31, 2021
Accrued stockholder servicing fee	$	26,360,406	$	14,219,258
Advanced organization and offering costs	12,093,190		12,022,148
Accrued performance fee	11,913,482		—
Other(1)	1,767,687		—
Accrued management fee	1,228,066		620,706
Accrued affiliate service provider expenses	856,426		—
OP Units Distributions Payable	5,295		—
Stock repurchase payable to Oaktree Adviser for management and performance fees	—		6,682,115
Accrued performance participation allocation	—		2,345,920
Total	$	54,224,552	$	35,890,147


(1)			Represents costs advanced by the Adviser on behalf of the Company for general corporate expenses provided by unaffiliated third parties.

~~12. Stockholder’s~~11. Stockholders’ Equity and Redeemable Non-controlling Interests

Authorized Capital

On April 30, 2018, the SEC declared effective the Company’s registration statement on Form S-11 for the Initial Public Offering. On November 2, 2021, the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-255557) for the ~~Follow-On Public~~Current Offering of up to $6,000,000,000 in shares in its primary offering and up to $1,500,000,000 in shares pursuant to its distribution reinvestment plan. The Initial Public Offering terminated upon the commencement of the ~~Follow-On Public~~Current Offering. Pursuant to the ~~Follow-On Public~~Current Offering, the Company is offering to sell any combination of 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.

~~As of September 30, 2021 and December 31, 2020, the Company had authority to issue 1,050,000,000 shares, consisting of the following:~~

~~Table of Contents~~

On November 2, 2021 the Company filed articles supplementary to its charter to add a newly-designated Class E common stock, $0.01 par value per share, pursuant to which the charter was amended to authorize the following classes of stock:


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

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Common Stock

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


	Nine Months Ended September 30, 2022
	Class S	Class I	Class C	Class E	Class D	Total
December 31, 2021	20,045,775	2,825,208	1,644,303	2,097,971	—	26,613,257
Common stock issued	13,939,890	38,889,603	7,595,260	830,842	17,628	61,273,223
Distribution reinvestment	568,988	389,593	—	111,362	—	1,069,943

Common stock repurchased	(1,502,616)	(842,501)	—	(224,798)	—	(2,569,915)
September 30, 2022	33,052,037	41,261,903	9,239,563	2,815,377	17,628	86,386,508

As of September 30, 2022, no Class T shares had been issued.

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 $0.8425 per share from the Company since inception through September 30, 2021.~~share. The net distribution varies for each class based on the applicable stockholder servicing ~~fee,~~fees, management fees and performance fees, which isare deducted from the monthly distribution per ~~share and paid directly to the applicable distributor.~~share.

The following table ~~details~~details the net distribution for each of our share classes asfor the nine months ended September 30, 2022:


Declaration Date	Class S Shares		Class I Shares		Class C Shares		Class E Shares		Class D Shares		Class T 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		—		—
April 28, 2022	0.0488		0.0575		0.0577		0.0712		—		—
May 27, 2022	0.0505		0.0599		0.0601		0.0742		—		—
June 29, 2022	0.0505		0.0598		0.0601		0.0742		0.0570		—
July 28, 2022	0.0503		0.0598		0.0601		0.0742		0.0570		—
August 30, 2022	0.0503		0.0598		0.0601		0.0743		0.0570		—
September 29, 2022	0.0506		0.0598		0.0601		0.0743		0.0572		—
Total	$	0.4420	$	0.5232	$	0.5251	$	0.6486	$	0.2282	$	—

On June 1, 2022, the Company issued its first Class D shares of common stock. As of September 30, ~~2021:~~ 2022, no Class T 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 $ — $ — $ —
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 — —
April 29, 2021 0.0348 0.0422 0.0422 — —
May 27, 2021 0.0350 0.0427 0.0427 — —
June 29, 2021 0.0355 0.0430 0.0430 — —
July 29, 2021 0.0355 0.0433 0.0433 — —
August 30, 2021 0.0358 0.0435 0.0435 — —
September 29, 2021 0.0367 0.0443 0.0443 — —
Total $ 0.6813 $ 0.8425 $ 0.3012 $ — $ —
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 nine months ended September 30, 2022 and 2021, the Company reinvested $14.4 million and $3.4 million of distributions for 1,069,943 and 319,747 shares of common stock, respectively.

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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 September 30, 2022, there were $375,000 of preferred non-voting shares outstanding.

Redeemable Non-controlling Interest

The Brookfield Investor was issued Class E OP Units in connection with its contribution of the Brookfield Portfolio on November 2, 2021, subsequent cash contributions to the Operating Partnership pursuant to the Brookfield Subscription Agreement, and the settlement of prior year performance participation allocation. Due to the ability of the Brookfield Investor to redeem its Class E OP Units for shares of common stock or cash, subject to certain restrictions, the Company has classified the Class E OP Units held by the Brookfield Investor 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 September 30, 2022, the Company recorded an allocation adjustment of $49.2 million between Additional paid-in capital and Redeemable non-controlling interest.

The following table summarizes the Redeemable non-controlling interest activity for the nine months ended September 30, 2022. There was no Redeemable non-controlling interest for the nine months ended September 30, 2021.


	September 30, 2022
Balance at beginning of the year	$	200,085,855

Limited Partner Cash Contribution	38,000,000
Settlement of prior year performance participation allocation	2,345,920
Conversion to Class I shares	(284,785,172)
GAAP Income Allocation	(4,661,401)
Distributions	(6,935,204)
Distributions Reinvested	7,802,617
Fair Value Allocation	49,169,491
Ending balance	$	1,022,106

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 nine months ended September 30, 2022 and 2021, the Company repurchased 2,271,510 and 6,736,200 shares of common stock for $31.2 million and $67.8 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company repurchased 0 and 6,186,397 shares of common stock representing a total of $0.0 million and $61.9 million, respectively, from the Oaktree Investor pursuant to the Oaktree Repurchase Agreement. The Company had no unfulfilled repurchase requests during the nine months ended September 30, 2022 and 2021.

~~13.~~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 September 30, ~~2021,~~2022, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

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13. Leases

The Company’s rental revenue primarily consists of rent earned from operating leases at the Company’s multifamily, office, logistics, net lease and single-family rental properties. Leases at the Company’s office, logistics, and net lease 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 net lease 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 September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Fixed lease payments	$	28,240,530	$	7,193,200	$	74,105,535	$	21,064,607
Variable lease payments	1,560,012		796,819		4,393,479		1,592,401
Total rental revenues	$	29,800,542	$	7,990,019	$	78,499,014	$	22,657,008

The following table details the undiscounted future minimum rents the Company expects to receive for its logistics, net lease, and office properties as of September 30, 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)	$	8,006,362
2023	31,902,405
2024	29,393,648
2025	28,271,136
2026	25,587,294
2027	23,351,104
Thereafter	143,893,927
Total	$	290,405,876

14. Segment Reporting

~~The~~As of September 30, 2022, the Company operates in 3six reportable segments: multifamily, ~~properties,~~ office, ~~properties,~~logistics, single-family rental, net lease and real estate-related loans and securities. The Company continually evaluates the financial information used by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. During the three months ended September 30, 2022, the Company made the following changes to its reportable segments based on the information used by the CODM: (1) single-family rentals (previously a component of alternatives) was established as a separate reportable segment; and (2) net lease was established as a new reportable segment, consisting of DreamWorks Animation Studios (previously a component of alternatives) and the Company's unconsolidated investment in Principal Place (previously a component of investments in unconsolidated entities). Net lease consists of properties that are leased to a single tenant in which the tenant is generally responsible for all property-related expenses, including taxes, insurance, and maintenance. Comparative periods have been recast to reflect these changes.

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.

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The following table sets forth the total assets by segment:


		September 30, 2021		December 31, 2020			September 30, 2022		December 31, 2021
Multifamily	Multifamily	$	199,618,699	$	204,408,015	Multifamily	$	958,973,455	$	583,308,458
Office	Office	126,870,029		134,521,921		Office	125,028,719		126,966,165
Logistics						Logistics	113,241,790		74,038,737
Single-family rental						Single-family rental	135,713,060		5,011,341
Net lease						Net lease	436,523,897		457,456,251
Real estate-related loans and securities	Real estate-related loans and securities	69,039,705		74,464,566		Real estate-related loans and securities	306,119,228		55,074,378
Held for sale assets		103,266,708		—
Other (Corporate)	Other (Corporate)	16,930,529		27,479,107		Other (Corporate)	99,428,687		72,858,109
Total assets	Total assets	$	515,725,670	$	440,873,609	Total assets	$	2,175,028,836	$	1,374,713,439

The following table sets forth the financial results by segment for the three months ended September 30, ~~2021:~~2022:


		Multifamily		Office		Real Estate-Related Loans and Securities		Total			Multifamily		Office		Logistics		Single-Family Rental		Net Lease		Real estate-related loans and securities		Total
Revenues:	Revenues:									Revenues:
Rental revenues	Rental revenues	$	4,935,181	$	3,054,838	$	—	$	7,990,019	Rental revenues	$	18,165,611	$	3,224,362	$	1,946,072	$	1,632,753	$	4,831,744	$	—	$	29,800,542
Other revenues	Other revenues	337,002		142,550		—		479,552		Other revenues	2,257,810		166,709		90		102,175		—		—		2,526,784
Total revenues	Total revenues	5,272,183		3,197,388		—		8,469,571		Total revenues	20,423,421		3,391,071		1,946,162		1,734,928		4,831,744		—		32,327,326

Expenses:	Expenses:									Expenses:
Rental property operating	Rental property operating	2,183,990		1,324,597		—		3,508,587		Rental property operating	8,525,037		1,596,913		523,940		828,455		584,400		—		12,058,745
Total rental operating expenses		2,183,990		1,324,597		—		3,508,587
Total expenses										Total expenses	8,525,037		1,596,913		523,940		828,455		584,400		—		12,058,745
Income from real estate-related loans and securities	Income from real estate-related loans and securities	—		—		1,326,228		1,326,228		Income from real estate-related loans and securities	—		—		—		—		—		3,157,771		3,157,771
Realized gain on investments		—		—		296,975		296,975
Unrealized gain on investments		87,637		—		(181,194)		(93,557)
Segment net operating income	Segment net operating income	$	3,175,830	$	1,872,791	$	1,442,009	$	6,490,630	Segment net operating income	$	11,898,384	$	1,794,158	$	1,422,222	$	906,473	$	4,247,344	$	3,157,771	$	23,426,352

Realized loss on real estate investments										Realized loss on real estate investments	$	—	$	—	$	—	$	—	$	—	$	(29,966)	$	(29,966)
Realized gain on financial instruments										Realized gain on financial instruments	—		—		—		—		3,319,040		—		3,319,040
Unrealized loss on investments										Unrealized loss on investments	—		—		—		—		(5,592,225)		(1,766,267)		(7,358,492)
Depreciation and amortization	Depreciation and amortization	$	1,660,364	$	1,689,667	$	—	$	3,350,031	Depreciation and amortization													13,773,074
General and administrative								1,119,953
General and administrative expenses										General and administrative expenses													2,677,064
Management fee	Management fee							643,490		Management fee													3,483,760
Performance fee	Performance fee							3,686,804		Performance fee													3,682,263

Interest expense	Interest expense							1,476,601		Interest expense													11,133,394
Net loss	Net loss							(3,786,249)		Net loss													(15,392,621)
Net loss attributable to non-controlling interests								2,140
Net loss attributable to non-controlling interests in third party joint ventures										Net loss attributable to non-controlling interests in third party joint ventures													40,998
Net income attributable to non-controlling interests - preferred stockholders										Net income attributable to non-controlling interests - preferred stockholders													(24,251)
Net loss attributable to redeemable non-controlling interests										Net loss attributable to redeemable non-controlling interests													13,308
Net loss attributable to stockholders	Net loss attributable to stockholders							$	(3,784,109)	Net loss attributable to stockholders													$	(15,362,566)

2931

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The following table sets forth the financial results by segment for the nine months ended September 30, 2022:


	Multifamily		Office		Logistics		Single-Family Rental		Net Lease		Real estate-related loans and securities		Total
Revenues:
Rental revenues	$	46,885,265	$	9,622,858	$	5,005,916	$	2,445,823	$	14,539,152	$	—	$	78,499,014
Other revenues	6,470,484		498,453		144		205,281		—		—		7,174,362
Total revenues	53,355,749		10,121,311		5,006,060		2,651,104		14,539,152		—		85,673,376

Expenses:
Rental property operating	20,710,626		4,254,644		1,547,464		1,380,426		1,747,421		—		29,640,581
Total expenses	20,710,626		4,254,644		1,547,464		1,380,426		1,747,421		—		29,640,581
Income from real estate-related loans and securities	—		—		—		—		—		5,646,556		5,646,556
Segment net operating income	$	32,645,123	$	5,866,667	$	3,458,596	$	1,270,678	$	12,791,731	$	5,646,556	$	61,679,351

Realized gain on real estate investments	$	—	$	—	$	—	$	—	$	—	$	638,794	$	638,794
Realized gain on financial instruments	—		—		—		—		10,413,111		—		10,413,111
Unrealized gain (loss) on investments	—		—		—		—		(5,162,644)		(3,204,084)		(8,366,728)
Depreciation and amortization													42,315,873
General and administrative expenses													7,150,896
Management fee													6,776,480
Performance fee													11,913,482

Interest expense													25,906,159
Net loss													(29,698,362)
Net loss attributable to non-controlling interests in third party joint ventures													63,900
Net income attributable to non-controlling interests - preferred stockholders													(24,251)
Net loss attributable to redeemable non-controlling interests													4,661,401
Net loss attributable to stockholders													$	(24,997,312)

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The following table sets forth the financial results by segment for the three months ended September 30, 2021:


	Multifamily		Office		Real estate-related loans and securities		Total
Revenues:
Rental revenues	$	4,935,181	$	3,054,838	$	—	$	7,990,019
Other revenues	337,002		142,550		—		479,552
Total revenues	5,272,183		3,197,388		—		8,469,571

Expenses:
Rental property operating	2,183,990		1,324,597		—		3,508,587
Total expenses	2,183,990		1,324,597		—		3,508,587
Income from real estate-related loans and securities	—		—		1,326,228		1,326,228
Segment net operating income	$	3,088,193	$	1,872,791	$	1,326,228	$	6,287,212

Realized gain on real estate investments	$	—	$	—	$	296,975	$	296,975
Unrealized (loss) gain on investments	87,637		—		(181,194)		(93,557)
Depreciation and amortization							3,350,031
General and administrative expenses							1,119,953

Management fee							643,490
Performance fee							3,686,804

Interest expense							1,476,601

Net loss							(3,786,249)
Net loss attributable to non-controlling interests							2,140
Net loss attributable to stockholders							$	(3,784,109)

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The following table sets forth the financial results by segment for the nine months ended September 30, 2021:

Multifamily Office Real Estate-Related Loans and Securities Total
Revenues:
Rental revenues $ 13,520,392 $ 9,136,616 $ — $ 22,657,008
Other revenues 948,026 396,469 — 1,344,495
Total revenues 14,468,418 9,533,085 — 24,001,503
Expenses:
Rental property operating 6,317,804 3,934,626 — 10,252,430
Total rental operating expenses 6,317,804 3,934,626 — 10,252,430
Income from real estate-related loans and securities — — 3,880,813 3,880,813
Realized gain on investments — — 1,277,640 1,277,640
Unrealized gain (loss) on investments 491,319 — (264,893) 226,426
Segment net operating income $ 8,641,933 $ 5,598,459 $ 4,893,560 $ 19,133,952
Depreciation and amortization $ 6,334,100 $ 5,128,660 $ — $ 11,462,760
General and administrative 3,187,513
Management fee 1,766,928
Performance fee 4,947,892
Interest expense 4,251,466
Net loss (6,482,607)
Net loss attributable to non-controlling interests 191,410
Net loss attributable to stockholders $ (6,291,197)

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~~The following table sets forth the financial results by segment for the three months ended September 30, 2020:~~

Multifamily Office Real Estate-Related Loans and Securities Total
Revenues:
Rental revenues $ 2,754,251 $ 3,258,512 $ — $ 6,012,763
Other revenues 134,855 155,602 — 290,457
Total revenues 2,889,106 3,414,114 — 6,303,220
Expenses:
Rental property operating 1,253,240 1,459,487 — 2,712,727
Total rental operating expenses 1,253,240 1,459,487 — 2,712,727
Income from real estate-related loans and securities — — 1,116,904 1,116,904
Realized loss on investments 0 0 (154,435) (154,435)
Unrealized gain on investments — 44,552 1,652,582 1,697,134
Segment net operating income $ 1,635,866 $ 1,999,179 $ 2,615,051 $ 6,250,096
Depreciation and amortization $ 1,200,474 $ 1,809,322 $ — $ 3,009,796
General and administrative 849,447
Management fee 504,197
Performance fee 494,497
Interest expense 1,127,441
Net income 264,718
Net loss attributable to non-controlling interests 36,348
Net income attributable to stockholders $ 301,066

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~~The following table sets forth the financial results by segment for the nine months ended September 30, 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	$	8,150,932	$	9,221,225	$	—	$	17,372,157	Rental revenues	$	13,520,392	$	9,136,616	$	—	$	22,657,008
Other revenues	Other revenues	358,090		517,805		—		875,895		Other revenues	948,026		396,469		—		1,344,495
Total revenues	Total revenues	8,509,022		9,739,030		—		18,248,052		Total revenues	14,468,418		9,533,085		—		24,001,503

Expenses:	Expenses:									Expenses:
Rental property operating	Rental property operating	3,478,864		3,720,622		—		7,199,486		Rental property operating	6,317,804		3,934,626		—		10,252,430
Total rental operating expenses		3,478,864		3,720,622		—		7,199,486
Total expenses										Total expenses	6,317,804		3,934,626		—		10,252,430
Income from real estate-related loans and securities	Income from real estate-related loans and securities	—		—		3,808,584		3,808,584		Income from real estate-related loans and securities	—		—		3,880,813		3,880,813
Realized loss on investments		—		—		(154,435)		(154,435)
Unrealized (loss) gain on investments		—		(739,750)		2,173,817		1,434,067
Segment net operating income	Segment net operating income	$	5,030,158	$	5,278,658	$	5,982,401	$	16,136,782	Segment net operating income	$	8,150,614	$	5,598,459	$	3,880,813	$	17,629,886

Realized gain on real estate investments										Realized gain on real estate investments	$	—	$	—	$	1,277,640	$	1,277,640
Unrealized (loss) gain on investments										Unrealized (loss) gain on investments	491,319		—		(264,893)		226,426
Depreciation and amortization	Depreciation and amortization	$	4,900,365	$	5,275,248	$	—	$	10,175,613	Depreciation and amortization							11,462,760
General and administrative								2,239,424
General and administrative expenses										General and administrative expenses							3,187,513

Management fee	Management fee							635,187		Management fee							1,766,928
Performance fee	Performance fee							1,492,826		Performance fee							4,947,892

Interest expense	Interest expense							3,749,763		Interest expense							4,251,466

Net loss	Net loss							(2,156,031)		Net loss							(6,482,607)
Net loss attributable to non-controlling interests	Net loss attributable to non-controlling interests							250,996		Net loss attributable to non-controlling interests							191,410
Net loss attributable to stockholders	Net loss attributable to stockholders							$	(1,905,035)	Net loss attributable to stockholders							$	(6,291,197)

15. Subsequent Events

The Company has evaluated events from September 30, ~~2021~~2022, through the date the financial statements were issued.

Repayment of Secured Credit Facility

~~Adviser Transition~~

On November ~~2, 2021,~~ ~~pursuant to its terms,~~ 4, 2022, the ~~Adviser Transition Agreement became effective as~~Company repaid $36.4 million of the ~~date~~outstanding principal balance on the Secured Credit Facility related to borrowings secured by 8400 Westphalia Road and ~~time that the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-255557) for the~~ ~~Follow-On Public Offering, and the Company~~ ~~consummated a series of related transactions and actions referred to collectively as the “Adviser Transition,” including, but not limited to, the following:~~McLane Distribution Center.

•~~the resignation of the Oaktree Adviser as the Company’s adviser and the engagement of the Adviser as the Company’s adviser;~~

•~~the engagement of the~~ ~~Oaktree Adviser~~ as the Company’s sub-adviser to (i) manage certain of the Company’s real estate properties (the “Equity Option Investments”) and real estate-related debt investments (the “Debt Option Investments”) acquired prior to the consummation of the Adviser Transition, and (ii) select and manage the Company’s liquid investments;

•~~the filing of a Second Articles of~~ Amendment to ~~the Company’s charter to change the Company’s name from “Oaktree Real Estate Income Trust, Inc.” to “Brookfield Real Estate Income Trust Inc.”;~~

•Affiliate Line of Creditthe Company’s entry into an Option Investments Purchase Agreement with Oaktree, pursuant to which Oaktree may purchase the entire interest of the Operating Partnership in the Equity Option Investments or the Debt Option Investments, or both, subject to certain restrictions;

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•the contribution of certain properties to the Company by an affiliate of Brookfield in exchange for a combination of shares of the Company’s Class E common stock and Class E Operating Partnership units (as described below);

•~~the disposition of certain of the Company’s existing real estate property and real estate-related debt investments (as described below);~~

•~~the engagement of Brookfield Oaktree Wealth Solutions LLC as the dealer manager for the Follow-On Public Offering;~~

•~~the resignation of members and the appointment of new members of the Company’s board of directors;~~

•~~the resignation of certain of the Company’s executive officers and the appointment of certain new executive officers;~~

•~~the filing of Articles Supplementary to the Company’s charter designating a new class of common stock as Class E shares; and~~

•~~the termination of the Company’s Credit Agreement with the Oaktree Investor and the Company’s entry into a credit agreement with an affiliate of Brookfield providing for a new line of credit.~~

~~Status of the Company’s Offerings~~

Through the termination of the Initial Public Offering on November 2, 2021, the Company sold an aggregate of 23,007,831 shares of its common stock (consisting of 20,106,948 Class S shares and 2,900,883 Class I shares) in the Offering resulting in net proceeds of $238.6 million to the Company as payment for such shares. As of November 15, 2021, the Company (i) had sold an aggregate 1,446,968 Class C shares of its common stock in a private offering, and (ii) had not sold any shares of its common stock in the Follow-On Public Offering.

~~Distributions~~

~~Subsequent to September 30, 2021, the Company declared gross distributions as follows:~~

Record Date Class S Class I Class C Class T Class D
October 28, 2021 $ 0.0391 $ 0.0474 $ 0.0474 $ — $ —

~~Investments~~

~~Subsequent to September 30, 2021, the Company sold an aggregate of $1.6 million of floating-rate CMBS.~~

On November ~~2, 2021,~~10, 2022, the Company ~~sold its ownership interest in~~amended the ~~Ezlyn property to an affiliate~~Affiliate Line of ~~the Oaktree Adviser for $8.6 million in cash and a $33.8 million preferred equity interest in an affiliate of Oaktree.~~

~~On November 2, 2021, the Company acquired three real property assets from an affiliate of Brookfield in connection with the Adviser Transition:~~

•The Company acquired a 20% interest in Principal Place, an office asset located in London, United Kingdom, through an indirect interest in the joint venture that owns the property. The purchase price was calculated using the GBP to USD exchange rateCredit, effective as of November 2, ~~2021. The total consideration paid~~2022, pursuant to which (a) the lender party to the ~~Brookfield~~Affiliate Line of Credit was replaced with a different affiliate ~~was $99.8 million, comprised~~of Brookfield; (b) the maturity date of the ~~issuance~~Line of ~~$74.8 million of Class E Operating Partnership units and the issuance of $25.0 million of Class E shares of common stock of the Company.~~

•The Company acquired a 100% interest in Domain, a 324-unit apartment building in Kissimmee, Florida, from the Brookfield Investor for $74.1 million (exclusive of closing costs and other prorations), comprised of an assumption of $48.7 million of property-level debt and the issuanceCredit was extended to the Brookfield affiliate of Class E Operating Partnership units with an aggregate value of $26.8 million. Immediately following our acquisition of Domain, the Company refinanced the property-level debt with new property-level debt in the same amount.

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•The Company acquired a 100% interest in The Burnham, a 328-unit multifamily property in Nashville, Tennessee, for $129.0 million (exclusive of closing costs and other prorations), comprised of an assumption of $83.9 million of property-level debt and the issuance to the Brookfield affiliate of Class E Operating Partnership units with an aggregate value of $46.7 million. Immediately following the acquisition of The Burnham, the Company refinanced the property-level debt with new property-level debt in the same amount.

On November 10, 2021, the Company acquired a 100% interest in 6123-6227 Monroe Court, a 208,000 sq. ft. industrial property in Morton Grove, Illinois, for a purchase price of $17.2 million (exclusive of closing costs and other prorations), comprised of $11.7 million of property-level debt and $4.8 million of cash.

~~Credit Facility~~

On November 2, ~~2021,~~2023; and (c) the Company entered into a credit agreement with Citibank, N.A. providing for a senior secured credit facility to be used for the acquisition or refinancing of properties. The maximum aggregate principal amount of the facility is $250 million. The credit facility expires on November 9, 2022, and has a one-year extension option to November 9, 2023, subject to certain conditions. Borrowings under the credit facility will bear interest ~~at a~~ rate ofwas converted from LIBOR plus ~~1.95%. As of November 15, 2021, the Company had $144.2 million of borrowings outstanding under the credit facility related~~2.25% to ~~acquisitions and refinancings.~~

SOFR plus 2.35%.

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

References herein to the “Company,” “we,” “us,” or “our” refer to 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 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 the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2021, under Part II.,~~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~~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 Brookfield REIT Adviser LLC (the “Adviser”), an affiliate of Brookfield Asset Management Inc. (together with its affiliates, “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.

On April 30, 2018, the Securities and Exchange Commission (the “SEC”), 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 (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 (the “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 September 30, ~~2021,~~2022, we owned and operated ~~six~~19 investments in real estate and held ~~five~~ investments in one unconsolidated real estate interest, four real estate-related loans, and ~~eight~~70 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~~owning properties or real estate-related loans.

~~Adviser Transition~~

On July 15, 2021, we entered into an adviser transition agreement (the “Adviser Transition Agreement”) with the Adviser and Oaktree Fund Advisors, LLC (the “Oaktree Adviser”), an affiliate of Oaktree Capital Management, L.P (“Oaktree”). On November 2, 2021, pursuant to the terms of the Adviser Transition Agreement, we (i) accepted the resignation of the Oaktree Adviser as our external adviser under our previous advisory agreement with Oaktree Adviser, and (ii) entered into a new advisory agreement with the Adviser (the “Advisory Agreement”), (together, with the related transactions authorized by our board of directors or otherwise contemplated in connection with our entry into the Adviser Transition Agreement, referred to collectively as the “Adviser Transition”). The Oaktree Adviser will continue as sub-adviser with respect to certain of our existing investments as well as our liquid securities portfolio following the Adviser Transition. See Note 14 to our Consolidated Financial Statements “Subsequent Events”~~for additional details on the Adviser Transition.~~

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~~Portfolio~~Q3 2022 Highlights

Operating and Capital Raising Results:

~~Our net asset value ("NAV")~~•Year-to-date total returns through September 30, 2022, excluding upfront selling commissions, were 15.08% for Class S shares, 16.20% for Class I shares and 2.57% for Class D shares.(1) Total return is calculated as the percent change in the NAV per share ~~increased~~from the beginning of the applicable period, plus the amount of any net distributions per share declared in the period.

•Raised $200.0 million of gross proceeds from the sale of our common stock during the three months ended September 30, 2022.

•In September 2022, declared net distributions per share of $0.0506 for ~~our~~Class S shares, $0.0598 for Class I shares and $0.0572 for Class D shares, resulting in annualized distribution rates of 4.38% for Class S shares, 5.14% for Class I shares and 4.98% for Class CD shares as of September 30, 2022.(1)

•Reinvested distributions of $8.4 million during the ~~third quarter~~ three months ended September 30, 2022.

Investment Activity:

•~~(up 9.3%, 9.4% and 9.2%~~ ~~from June 30, 2021, respectively). The price movement was driven by appreciation on our real property investments (particularly on our multifamily properties) and~~Invested $193.4 million in real estate-related debt ~~investments.~~securities, consisting of commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and corporate bonds, during the three months ended September 30, 2022.

•Acquired 85 single-family rental properties for an aggregate purchase price of $22.4 million, excluding closing costs, during the three months ended September 30, 2022.

On•Sold three CMBS positions for gross sale proceeds of $5.9 million during the three months ended September 8, 2021, we acquired 1110 Key Federal Hill, a newly-built, 224-unit class “A” multifamily property located in the Federal Hill submarket of Baltimore, Maryland for $73.6 million (exclusive of closing costs). The property is currently 99% leased, has a strong cash flow profile, and is within proximity to Baltimore’s top employers.30, 2022.

Financing Activity:

•

During the three months ended September 30, ~~2021,~~2022, we ~~(i) purchased~~borrowed $12.9 million on the Secured Credit Facility related to the acquisitions of floating-rate commercial mortgage backed securities ("CMBS"), $7.8 million of which is collateralized by a Blackstone multi-family portfolio and $5.1 million collateralized by The JACX office towers in Queens, NY and (ii) sold $0.7 million face amount of single-asset paper for $1.0 million, backed by a luxury hotel resort (Atlantis Resort), for a realized gain of $0.3 million.single-family rental homes.

Current Portfolio:

•Our portfolio as of September 30, 2022 consisted of 83% real estate properties, 13% real estate-related loans and securities, and 4% cash and cash equivalents.

•Our real estate properties as of September 30, 2022 consisted of multifamily (56%), net lease (26%), office (6%), logistics (6%) and single-family rental (6%).

(1) Year-to-date returns for Class D shares are calculated from June 1, 2022, the date the first Class D shares were issued. As of September 30, ~~2021, our portfolio was invested 8~~0% ~~in real property, 16% in real estate-related debt, and 4%~~ ~~in cash and cash equivalents, and our real property investments were split between multifamily (73%) and office (27%). Our leverage ratio as~~2022, no Class T shares of ~~September 30, 2021 increased to 46% compared to 42%~~ ~~as of June 30, 2021.~~

common stock had been issued.

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~~Q3 2021 Highlights~~

~~Operating Results:~~

•~~Raised~~ ~~$37.4 million~~ ~~of gross proceeds from the Initial Public Offering and private offerings.~~

•~~Declared gross distributions of $0.0433, $0.0435, and $0.0443 per share on July 29, August 30, and September 29,~~ ~~respectively.~~

•~~Reinvested dividends of $1.4 million.~~

•~~Acquired a multifamily real estate investment for $73.6 million.~~

•~~Financed the multifamily real estate investment with proceeds from a $51.5 million mortgage loan.~~

•~~Purchased $12.9 million of CMBS.~~

•~~Sold $1.0 million of CMBS.~~

Portfolio

~~Real Estate~~

The following table provides information regarding our portfolio of real estate properties as of September 30, ~~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	Property 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%	$54,918,158	448	94%	Anzio Apartments	Atlanta, GA	Multifamily	April 2019	90.0%	$	59.2	448	92%
Arbors of Las Colinas									Arbors of Las Colinas	Dallas, TX	Multifamily	December 2020	90.0%	63.5		408	94%
1110 Key Federal Hill									1110 Key Federal Hill	Baltimore, MD	Multifamily	September 2021	100.0%	73.6		224	97%
Domain									Domain	Orlando, FL	Multifamily	November 2021	100.0%	74.1		324	97%
The Burnham									The Burnham	Nashville, TN	Multifamily	November 2021	100.0%	129.0		328	99%
Flats on Front									Flats on Front	Wilmington, NC	Multifamily	December 2021	100.0%	97.5		273	100%
Verso Apartments									Verso Apartments	Beaverton, OR	Multifamily	December 2021	100.0%	74.0		172	96%
2626 South Side Flats									2626 South Side Flats	Pittsburgh, PA	Multifamily	January 2022	100.0%	90.0		264	98%
The Parker									The Parker	Alexandria, VA	Multifamily	March 2022	100.0%	136.0		360	97%
Briggs & Union									Briggs & Union	Mount Laurel, NJ	Multifamily	April 2022	100.0%	158.0		490	96%
Principal Place(5)									Principal Place(5)	London, UK	Net Lease	November 2021	20.0%	99.8		644,000	100%
DreamWorks Animation Studios									DreamWorks Animation Studios	Glendale, CA	Net Lease	December 2021	100.0%	326.5		497,000	100%
Two Liberty Center	Two Liberty Center	Virginia	Office	August 2019	96.5%	85,807,743	179,000	95%	Two Liberty Center	Arlington, VA	Office	August 2019	96.5%	91.2		179,000	93%
Ezlyn		Colorado	Multifamily	December 2019	90.0%	77,183,424	332	95%
Lakes		California	Office	February 2020	95.0%	36,705,423	177,000	84%
Arbors		Texas	Multifamily	December 2020	90.0%	$62,395,571	408	96%
Federal Hill		Maryland	Multifamily	September 2021	100.0%	$75,020,777	224	95%
Lakes at West Covina									Lakes at West Covina	Los Angeles, CA	Office	February 2020	95.0%	41.0		177,000	93%
6123-6227 Monroe Ct									6123-6227 Monroe Ct	Morton Grove, IL	Logistics	November 2021	100.0%	17.2		208,000	100%
8400 Westphalia Road									8400 Westphalia Road	Upper Marlboro, MD	Logistics	November 2021	100.0%	27.0		100,000	100%
McLane Distribution Center									McLane Distribution Center	Lakeland, FL	Logistics	November 2021	100.0%	26.7		211,000	100%
2003 Beaver Road									2003 Beaver Road	Landover, MD	Logistics	February 2022	100.0%	9.4		38,000	100%
187 Bartram Parkway									187 Bartram Parkway	Franklin, IN	Logistics	February 2022	100.0%	28.8		300,000	100%
Single-Family Rentals									Single-Family Rentals	Various	Single-Family Rental	Various	100.0%	121.6		461	100%
Total	Total					$392,031,096			Total					$	1,744.1


(1)			~~Certain of the~~Investments in real estate properties includes our consolidated property investments and our unconsolidated investment in Principal Place.
(2)			The joint venture agreements ~~we have~~ entered into ~~provide~~by the ~~seller or~~Company (other than the Principal Place joint venture) provide the other partner a profits interest based on achieving certain internal rate of return ~~hurdles being achieved.~~hurdles. Such investments are consolidated by us and any profits interest due to the other ~~partner~~partners is reported within non-controlling interests.
~~(2)~~(3)			~~The occupancy rate~~Purchase price is presented in millions and excludes acquisition costs.
(4)			Occupancy rates as of September 30, ~~2021~~2022. For multifamily investments, occupancy represents the percentage of all leased units divided by the total available units as of the date indicated. For office, net lease 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.

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Investments in Real Estate-Related Loans and Securities

The following table details our ~~CMBS for the nine months ended~~ investments in real estate-related loans as of September 30, ~~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 9/30/21
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 $ — $ (451,536) $ 137,273 $ 5,413,098 $ —
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 — 114,800 3,976,000 —
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 — — 335,590 3,655,970 —
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 — (1,400,076) (560,761) — 586,685
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 — — 47,275 1,553,255 —
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 — (2,745,925) (539,477) — 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) 25,730 1,772,039 120,485
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 — — 174,677 3,034,017 —
BAMLL 2021-JACX F The JACX Office Towers Queens, NY L+5.00% 9/15/38 Principal due at maturity 09/15/21 5,100,000 — 5,100,000 — — 5,100,000 —
BX 2021 SDMF J San Diego Multifamily Portfolio L+4.03% 9/15/23 Principal due at maturity 09/28/21 7,800,000 — 7,776,316 — — 7,776,316 —
$ 38,741,392 $ 24,713,595 $ 12,876,316 $ (5,044,323) $ (264,893) $ 32,280,695 $ 1,277,640


Investment	Collateral	Interest Rate(1)	Maturity Date	Payment Terms	Face Amount		Unamortized Discount/Origination Fees		Carrying Amount
IMC/AMC Bond Investment	International Markets Center AmericasMart Atlanta	L+6.15%	December 2023	Principal due at maturity	$	25,000,000	$	(99,705)	$	24,900,295
111 Montgomery(2)	The 111 Montgomery Street Condominium Brooklyn, New York	L+7.00%	February 2023	Principal due at maturity(3)	209,906		(52,548)		157,358
The Avery Senior Loan(2)	The Avery Condominium San Francisco, California	L+7.30%	February 2023	Principal due at maturity(3)	6,469,266		(20,052)		6,449,214
The Avery Mezzanine Loan(2)	The Avery Condominium San Francisco, California	L+12.50%	February 2023	Principal due at maturity(3)	1,563,969		(4,498)		1,559,471
Total					$	33,243,141	$	(176,803)	$	33,066,338


(1)		The term ~~"L"~~“L” refers to the one-month US dollar-denominated London Interbank Offer Rate ("LIBOR"). As of September 30, ~~2021 and December 31, 2020,~~2022, one-month LIBOR was equal to ~~0.08% and 0.14%,~~ ~~respectively.~~ 3.14%.
(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.~~aggregating entity.
(3)		~~Realized gain/loss is included in other income (expense) on~~The loan agreement requires mandatory prepayments simultaneous with the ~~consolidated statement~~closing of ~~operations.~~the sale of any condominium unit.

The following table details our investments in real estate-related securities as of September 30, 2022:


Type of Security	Number of Positions	Weighted Average Coupon(1)	Weighted Average Maturity Date(2)	Face Amount		Cost Basis		Fair Value
CMBS - floating	31	L+3.62%	November 2025	$	174,332,123	$	165,952,679	$	165,706,870
CMBS - fixed	6	4.38%	July 2024	46,000,000		43,300,161		43,136,403
RMBS - floating	8	L+2.30%	October 2024	24,138,056		20,493,036		20,510,550
RMBS - fixed	24	4.13%	December 2025	53,553,000		42,642,573		41,785,319
Corporate bonds	1	4.75%	March 2029	2,500,000		2,075,000		1,913,750
Total	70	5.78%	August 2025	$	300,523,179	$	274,463,449	$	273,052,892


(1)			The term “L” refers to the relevant floating benchmark rates, which include LIBOR and Secured Overnight Financing Rate (“SOFR”), as applicable to each security and loan. As of September 30, 2022, LIBOR was equal to 3.14% and SOFR was equal to 2.98%.
(2)			Weighted average maturity date is based on the fully extended maturity date of the instruments.

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Lease Expirations

The following table details the expiring leases at our ~~real estate-related loan investments~~office, net lease and logistics properties by annualized base rent and square footage as of September 30, ~~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 September 30, 2021
Investment Collateral
Interest Rate(1)
Maturity Date
Payment Terms(2)
Prior Liens Face Amount Unamortized Discount/Origination Fees Carrying Amount
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 $ (185,133) $ 24,814,867
111 Montgomery The 111 Montgomery Street Condominium
Brooklyn, New York L+7.00% February 2024 Principal due at maturity none 1,839,957 (107,068) 1,732,889
The Avery Senior Loan The Avery Condominium
San Francisco, California L+7.30% February 2024 Principal due at maturity none 8,373,079 (80,209) 8,292,870
The Avery Mezzanine Loan The Avery Condominium
San Francisco, California L+12.50% February 2024 Principal due at maturity
$200.1 million(5)
1,936,377 (17,993) 1,918,384
$ 37,149,413 $ (390,403) $ 36,759,010

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 (remaining)	4	$	394,209	1%	8,332	1%
2023	11	3,547,311		11%	75,154	5%
2024	6	495,561		2%	52,525	3%
2025	16	3,245,508		10%	111,064	7%
2026	6	2,684,597		8%	91,650	6%
2027	3	1,026,852		3%	54,935	3%
2028	6	1,577,014		5%	43,854	3%
2029	4	1,901,301		6%	140,225	9%
2030	2	362,768		1%	42,716	3%
2031	1	209,411		1%	37,146	2%
Thereafter	4	17,481,503		52%	974,534	58%
Total	63	$	32,926,035	100%	1,632,135	100%


(1)			~~The term "L" refers to~~Annualized base rent is determined from the ~~one-month US dollar-denominated LIBOR. As of~~ annualized September 30, ~~2021~~2022 base rent per leased square foot of the applicable year and ~~December 31, 2020, one-month LIBOR was equal to 0.08%~~excludes tenant recoveries, straight-line rent, and ~~0.14%, respectively.~~
~~(2)~~			~~Neither investment is subject to delinquent principal or interest as of September 30, 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 International Markets Center ("IMC") and a $493 million first mortgage on properties owned by AmericasMart Atlanta ("AMC").
~~(5)~~			~~The Avery Mezzanine Loan is subordinate to an Oaktree first mortgage commitment of $200.1 million.~~

~~Investments in Real Estate-Related Loans Held For Sale~~

~~The following table details our held for sale real estate-related loan investments as of September 30, 2021:~~

As of September 30, 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 2022 Principal due at maturity
$1.525 billion(3)
$ 25,000,000 $ — $ 25,000,000
$ 25,000,000 $ — $ 25,000,000


~~(1)~~			~~The term "L" refers to the one-month US dollar-denominated LIBOR. As of September 30, 2021 and December 31, 2020, one-month LIBOR was equal to 0.08% 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 September 30, 2021.
~~(3)~~			~~The Atlantis Mezzanine Loan is subordinate to a first mortgage loan of $1.20 billion and a $325 million senior mezzanine loan.~~

~~There were no real estate-related loan investments held for sale as of December 31, 2020.~~

~~Results of Operations~~

~~Revenues~~

Revenues increased during the three months ended September 30, 2021 compared to the same period in the prior year due to owning and operating six properties compared to four properties in the prior year period. Rev~~enues of $8.5 million for the three~~

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Results of Operations

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


	Three Months Ended				Change		Nine Months Ended				Change
	September 30, 2022		September 30, 2021		$		September 30, 2022		September 30, 2021		$
Revenues
Rental revenues	$	29,800,542	$	7,990,019	$	21,810,523	$	78,499,014	$	22,657,008	$	55,842,006
Other revenues	2,526,784		479,552		2,047,232		7,174,362		1,344,495		5,829,867
Total revenues	32,327,326		8,469,571		23,857,755		85,673,376		24,001,503		61,671,873
Expenses
Rental property operating	12,058,745		3,508,587		8,550,158		29,640,581		10,252,430		19,388,151
General and administrative	2,677,064		1,119,953		1,557,111		7,150,896		3,187,513		3,963,383
Management fee	3,483,760		643,490		2,840,270		6,776,480		1,766,928		5,009,552
Performance fee	3,682,263		3,686,804		(4,541)		11,913,482		4,947,892		6,965,590

Depreciation and amortization	13,773,074		3,350,031		10,423,043		42,315,873		11,462,760		30,853,113
Total expenses	35,674,906		12,308,865		23,366,041		97,797,312		31,617,523		66,179,789
Other income (expense)
Income from real estate-related loans and securities	3,157,771		1,326,228		1,831,543		5,646,556		3,880,813		1,765,743

Interest expense	(11,133,394)		(1,476,601)		(9,656,793)		(25,906,159)		(4,251,466)		(21,654,693)
Realized (loss) gain on real estate investments, net	(29,966)		296,975		(326,941)		638,794		1,277,640		(638,846)
Realized gain on financial instruments	3,319,040		—		3,319,040		10,413,111		—		10,413,111
Unrealized (loss) gain on investments, net	(7,358,492)		(93,557)		(7,264,935)		(8,366,728)		226,426		(8,593,154)
Total other (expense) income	(12,045,041)		53,045		(12,098,086)		(17,574,426)		1,133,413		(18,707,839)
Net loss	$	(15,392,621)	$	(3,786,249)	$	(11,606,372)	$	(29,698,362)	$	(6,482,607)	$	(23,215,755)
Net loss attributable to non-controlling interests in third party joint ventures	40,998		2,140		38,858		63,900		191,410		(127,510)
Net income attributable to non-controlling interests - preferred stockholders	(24,251)		—		(24,251)		(24,251)		—		(24,251)
Net loss attributable to redeemable non-controlling interests	13,308		—		13,308		4,661,401		—		4,661,401
Net loss attributable to Brookfield REIT stockholders	$	(15,362,566)	$	(3,784,109)	$	(11,578,457)	$	(24,997,312)	$	(6,291,197)	$	(18,706,115)
Per common share data:
Net loss per share of common stock - basic and diluted	$	(0.19)	$	(0.17)	$	(0.02)	$	(0.47)	$	(0.29)	$	(0.18)
Weighted average number of shares outstanding - basic and diluted	82,473,239		22,667,470		59,805,769		53,143,361		22,027,204		31,116,157

Revenues

~~months ended September 30, 2021 related~~Revenues primarily consist of base rent arising from tenant leases at our multifamily, net lease, office, logistics and single-family rental properties. Revenues increased $23.9 million to ~~the Company's six properties~~$32.3 million and ~~consisted of $7.6 million of rental revenues,~~ ~~$0.4~~increased $61.7 million ~~of tenant reimbursements and~~ ~~$0.5~~ ~~million~~ ~~of ancillary income and fees. Revenues of $6.3~~to $85.7 million for the three ~~months ended September 30, 2020 related to the Company's four properties~~ and ~~consisted of $5.7 million of rental revenues, $0.3 million of tenant reimbursements and $0.3 million of ancillary income and fees.~~

~~Revenues increased during the~~ nine months ended September 30, ~~2021~~2022, respectively, compared to ~~the~~ ~~same period in the prior year~~September 30, 2021. The increase is due to ~~owning~~the significant acquisition activity and ~~operating six properties~~growth of the portfolio since September 30, 2021. We owned 19 consolidated investments as of September 30, 2022, compared to ~~four properties in the prior year period. Revenues~~five consolidated investments as of ~~$24.0 million for the nine months ended~~ September 30, ~~2021 related to the Company's six properties and consisted~~2021. The components of $21.4 million of rental revenues, $1.3 million of tenant reimbursements and $1.3 million of ancillary income and fees. Revenues of $18.2 million for the nine months ended September 30, 2020 related to the Company's four properties and consisted of $16.4 million of rental revenues, $0.9 million of tenant reimbursements and $0.9 million ~~of ancillary income and fees.~~revenue during these periods are as follows ($ in millions):


	Three Months Ended				Change		Nine Months Ended				Change
	September 30, 2022		September 30, 2021		$		September 30, 2022		September 30, 2021		$
Rental revenue	$	28.0	$	7.5	$	20.5	$	73.4	$	21.4	$	52.0
Tenant reimbursements	1.8		0.4		1.4		5.1		1.3		3.8
Ancillary income and fees	2.5		0.5		2.0		7.2		1.3		5.9
Total revenue	$	32.3	$	8.4	$	23.9	$	85.7	$	24.0	$	61.7

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Rental Property Operating Expenses

Rental property operating expenses ~~increased during~~consist of the ~~three months ended September 30, 2021 compared to the same period in the prior year due to owning~~costs of ownership and ~~operating six properties compared to four properties in the prior year period. Rental property operating expenses~~operation of ~~$3.5 million for the three months ended September 30, 2021 related to the Company's six 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. Rental property operating expenses of $2.7 million for the three months ended September 30, 2020 related to the Company's four properties and consisted of property expenses, real estate taxes, utilities, property management fees and insurance expense.

expenses. Rental property operating expenses increased $8.6 million to $12.1 million and increased $19.4 million to $29.6 million during thethree and nine months ended September 30, ~~2021~~2022, respectively, compared to September 30, 2021. The increase is attributable to the ~~same period~~increase in the prior year due to owning and operating six properties compared to four properties in the prior year period. Rental property operating expenses of $10.3 million for the nine months ended September 30, 2021 related to the Company's six properties and consisted of property expenses, real estate taxes, utilities, property management fees and insurance expense. Rental property operating expenses of $7.2 million for the nine months ended September 30, 2020 related to the Company's four properties and consisted of property expenses, real estate taxes, utilities, property management fees and insurance expense.

portfolio size as described above.

General and Administrative Expenses

General and administrative expenses ~~of $1.1 million for the three months ended September 30, 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 and nine months ended September 30, 2022, general and administrative expenses increased $1.6 millionto $2.7 million and increased $4.0 million to $7.2 million, respectively, compared to September 30, 2021. The increase is attributable to the increase in the portfolio size as described above.

Management Fee

Management fees are earned by our Adviser for providing services pursuant to the Advisory Agreement. During thethree and nine months ended September 30, 2022, management fees increased $2.8 millionto $3.5 million and increased $5.0 million to $6.8 million, respectively, compared to September 30, 2021. The increase in the current period was due to the growth of ~~$0.8~~our NAV, which increased by $920.2 million ~~for~~from September 30, 2021 to September 30, 2022.

Performance Fee

During thethree months ended September 30, 2022, performance fees remained flat at $3.7 million compared to the three months ended September 30, ~~2020 consisted of legal~~2021. During the nine months ended September 30, 2022, performance 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~~ increased $7.0 million to ~~owning six properties, five loan investments and eight securities investments~~ $11.9 million compared to ~~four properties, two loan investments and nine securities investments in prior year period.~~

~~General and administrative expenses of $3.2 million for~~ the nine months ended September 30, 2021, ~~consisted~~primarily as a result of ~~legal fees, audit fees, professional tax fees, valuation fees, board of director fees~~our increased NAV in the current period compared to the prior year period.

Depreciation and ~~miscellaneous expenses. General~~Amortization

During the three and ~~administrative expenses of $2.2 million for the~~ nine months ended September 30, ~~2020 consisted of legal fees, audit fees, professional tax fees, valuation fees, board of director fees~~2022, depreciation and ~~miscellaneous expenses.~~amortization increased $10.4 millionto $13.8 million and increased $30.9 million to $42.3 million, respectively, compared to September 30, 2021. The increase ~~in general and administrative expenses~~ is ~~primarily due to owning six properties, five loan investments and eight securities investments compared to four properties, two loan investments and nine securities investments in prior year period.~~

~~Management Fee~~

~~During the three months ended September 30, 2021 and 2020, we recognized management fees of $0.6 million and $0.5 million, respectively, payable~~attributable to the ~~Oaktree Adviser~~increase in the portfolio size as ~~compensation in connection with the ongoing management of the assets of the Company.~~

During the nine months ended September 30, 2021 and 2020, we recognized management fees of $1.8 million and $0.6 million, respectively, payable to the Oaktree Adviser as compensation in connection with the ongoing management of the assets of the Company.

~~Performance Fee~~

~~During the three months ended September 30, 2021 and 2020, we recognized performance fees of $3.7 million and $0.5 million, respectively, payable to the Oaktree Adviser.~~

~~Table of Contents~~

~~During the nine months ended September 30, 2021 and 2020, we recognized performance fees of $4.9 million and $1.5 million, respectively, payable to the Oaktree Adviser.~~

~~Depreciation and Amortization~~

Depreciation and amortization expense of $3.4 million for the three months ended September 30, 2021 related to the Company's six properties. Depreciation and amortization expense of $3.0 million for the three months ended September 30, 2020 related to the Company's four properties.

Depreciation and amortization expense of $11.5 million for the nine months ended September 30, 2021 related to the Company's six properties. Depreciation and amortization expense of $10.2 million for the nine months ended June 30, 2020 related to the Company's four properties.

described above.

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

During the

~~Interest income of $1.3 million for the~~ three months ended September 30, 2021 related primarily to interest income earned on the Atlantis Mezzanine Loan of $0.4 million, interest earned on the IMC/AMC Bond Investment of $0.4 million, interest earned on floating-rate CMBS of $0.2 million, interest earned on the Avery mortgage loans of $0.2 million and interest earned on the Montgomery mortgage loan of $0.1 million. Interest income of $1.1 million for the three months ended September 30, 2020 related primarily to interest income earned on the Atlantis Mezzanine Loan of $0.5 million, interest earned on the IMC/AMC Bond Investment of $0.4 million, interest earned on floating-rate CMBS of $0.2 million.

~~Interest income of $3.9 million for the~~ nine months ended September 30, ~~2021~~2022, interest income from real estate-related loans and securities increased $1.8 millionto $3.2 million and increased $1.8 million to $5.6 million, respectively, compared to September 30, 2021. The increase in interest income is due to significant acquisition activity of real estate-related securities during the current period. As of September 30, 2022, we owned 70 positions in real estate-related securities, compared to ten positions as of September 30, 2021.

Interest Expense

Interest expense is primarily related ~~primarily~~ to interest ~~income earned~~payable on ~~the Atlantis Mezzanine Loan of $1.3 million, interest earned on the IMC/AMC Bond Investment of $1.2 million, interest earned on floating-rate CMBS of $0.5 million, interest earned on the Avery~~our mortgage loans ~~of $0.6~~and credit facilities. Interest expense increased $9.7 million to $11.1 millionand ~~interest earned on~~increased $21.7 million to $25.9 million during the ~~Montgomery mortgage loan of $0.3 million. Interest income of $3.8 million for the~~three and nine months ended September 30, ~~2020 related primarily~~2022, respectively, compared to interest income earned on the Atlantis Mezzanine Loan of $1.4 million, interest earned on the IMC/AMC Bond Investment of $1.3 million, interest earned on floating-rate CMBS of $0.6 million and discount accretion of $0.5 million.

~~Interest Expense~~

~~Interest expense of $1.5 million for the three months ended~~ September 30, ~~2021 consisted~~2021. The increase is primarily due to additional indebtedness related to the increase in the portfolio size as described above as well as the impact of ~~$1.4 million of mortgage loan interest~~LIBOR and ~~$0.1 million of loan fee amortization~~SOFR increases on six property investments. Interest expense of $1.1 million for the three months ended September 30, 2020 consisted of mortgage loan interest on four property investments. Interest rates declined to near-zero as a result of the ongoing coronavirus pandemic.

Interest expense of $4.3 million for the nine months ended September 30, 2021 consisted of $4.1 million of mortgage loan interest and $0.2 million of loan fee amortization on six property investments. Interest expense of $3.7 million for the nine months ended September 30, 2020 consisted of $3.6 million of mortgage loan interest on four property investments and $0.1 million of loan fee amortization. Interest rates declined to near-zero as a result of the ongoing coronavirus pandemic.

our variable rate debt.

Realized ~~Gains~~(Loss) Gain on Real Estate Investments, Net

Realized (loss) gain on real estate investments is related to the gains and losses recognized upon disposition of our investments in real estate and real estate-related loans and securities. During the three months ended September 30, ~~2021,~~2022, we sold anthree real estate-related securities positions for aggregate gross proceeds of ~~$0.7~~$5.9 million, compared to the sale of ~~fixed and floating-rate CMBS~~one real estate-related security position for aggregate gross proceeds of $1.0 million ~~and recognized a gain of $0.3 million as a result of~~during the ~~sale. During the~~ three months ended September 30, ~~2020, we sold an aggregate of $5.0 million of fixed and floating-rate CMBS for $4.8 million and recognized a loss of $0.2 million as a result of the sale.~~

2021. During the nine months ended September 30, ~~2021,~~2022, we sold anfour real estate-related securities positions for aggregate gross proceeds of ~~$4.6~~$9.0 million, compared to the sale of ~~fixed and floating-rate CMBS~~three real estate related securities positions for aggregate gross proceeds of $5.9 million ~~and recognized a gain of $1.3 million as a result of the sale. During~~during the nine months ended September 30, ~~2020, we sold an aggregate of $5.0 million of fixed and floating-rate CMBS for $4.8 million and recognized a loss of $0.2 million as a result of the sale.~~

2021.

~~Unrealized Gains and Losses on Investments~~

During the three months ended September 30, 2021, unrealized losses on investments were $0.1 million. During the three months ended September 30, 2020, we recognized an unrealized gain of $1.7 million primarily due to mark-to-market increases in the value of our CMBS due to market volatility due to COVID-19.

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~~During~~Realized Gain on Financial Instruments

Realized gains on financial instruments consist of foreign currency swap settlements related to our unconsolidated non-U.S. investment in Principal Place. For the three and nine months ended September 30, ~~2021,~~2022, we ~~recognized an unrealized gain~~had realized gains on financial instruments of ~~$0.2~~$3.3 million ~~primarily~~and $10.4 million, respectively, due to ~~a $0.2 million mark-to-market decrease~~decreases in the ~~value of our CMBS offset by $0.4 million increase in~~GBP to USD exchange rate. We had no foreign currency swaps during the ~~value of our interest rate swap for one mortgage loan. During the~~three and nine months ended September 30, ~~2020, we recognized an unrealized gain~~2021.

Unrealized Gains and Losses on Investments

Unrealized gains on investments consists of ~~$1.4 million primarily due to mark-to-market decreases~~changes in the fair value of our ~~CMBS due~~investments in real estate-related securities and investments in unconsolidated entities. During the three and nine months ended September 30, 2022, we recognized unrealized losses of $7.4 million and $8.4 million, respectively.The unrealized losses are primarily attributable to the foreign currency translation and a decrease in the fair market ~~volatility due to COVID-19.~~

value of our unconsolidated non-U.S. investment in Principal Place.

Net Loss Attributable to Redeemable Non-Controlling Interests

During the

~~Net loss attributable to non-controlling interests were negligible for the~~ three ~~months ended September 30, 2021~~ and ~~2020.~~

~~Net loss attributable to non-controlling interests of $0.2 million for the~~ nine months ended September 30, ~~2021 related to~~2022, there were $0.0 million and $4.7 million, respectively, of net losses allocable to ~~the~~ interests held in Brookfield REIT Operating Partnership LP by parties other than the ~~Company's joint venture partners in~~Company.There was no redeemable non-controlling interest during the ~~Company's five properties. Net loss attributable to non-controlling interests of $0.3 million for the~~three and nine months ended September 30, ~~2020 related to losses allocable~~2021.

Reimbursement by the Adviser

Pursuant to the ~~interests held by~~Advisory Agreement, the ~~Company's joint venture partners~~Adviser will reimburse us for any expenses that cause our Total Operating Expenses in any four consecutive fiscal quarters to exceed the ~~Company's~~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 non-recurring factors that they deem sufficient, the Adviser would not be required to reimburse us.

For the four ~~properties.~~

consecutive quarters ended September 30, 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 and operating ~~fees and~~ expenses, to fund capital expenditures at our properties, and to pay ~~interest~~debt service on our outstanding indebtedness. Our ~~offering and~~ operating ~~fees and~~ expenses include, among other things, fees and expenses related to managing our properties and other investments, the management ~~fee~~and performance fees we ~~will~~ pay to the Adviser ~~stockholder servicing~~(to the extent the Adviser elects to receive such fees ~~we will pay~~in cash) and general corporate expenses.

We believe that our current liquidity position is sufficient to meet 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 managingoperating needs of our ~~properties. We do not have any office or personnel expenses~~business, with $469.6 million of liquidity as ~~we do not have any employees.~~

As of September 30, ~~2021~~2022, consisting of $96.2 million of unrestricted cash and ~~December 31, 2020, the Oaktree Adviser and its affiliates had incurred approximately $6.8~~cash equivalents, $248.4 million ~~and $5.7 million, respectively,~~ of ~~organization and offering expenses~~undrawn available capacity on our ~~behalf. The Company agreed to reimburse these expenses ratably over~~Secured Credit Facility and $125.0 million of undrawn available capacity on our Affiliate Line of Credit. We may also generate additional liquidity through the ~~60 months following July 6,~~sale of our real estate-related securities, which were $273.1 million as of September 30, 2022. ~~As part~~

Our portfolio remains conservatively leveraged at 47.7% as of September 30, 2022, and we can generate additional liquidity by incurring indebtedness secured by our investments. Our leverage ratio is calculated by dividing (i) the ~~Advisor Transition that occurred on November 2, 2021, Oaktree Adviser was reimbursed~~property-level and entity-level debt net of unrestricted cash by ~~Brookfield for the incurred $6.8 million, and the Company will continue on the same deferred repayment terms noted above.~~

~~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~~(ii) the gross ~~proceeds~~asset value of real estate investments (calculated using the ~~Initial Public Offering. Any amount due to the Adviser but not paid will be recognized as a liability on the balance sheet.~~greater of fair value and cost of gross real estate equity investments), inclusive of property-level and entity-level debt net of cash and tradable securities.

Our cash needs for acquisitions and other investments will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt. ~~The economic effects 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,~~During the Company entered into a line of credit (the "Credit Agreement") with Oaktree Fund GP I, L.P., (the "Oaktree Lender") an affiliate of the Oaktree Advisor, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125 million, which was undrawn as of September 30, 2021. The Credit Agreement was set to expire on June 30, 2021 but was extended in June 2021 tonine months ended September 30, 2022, ~~with no other changes in terms. Borrowings under~~we received $539.7 million of gross proceeds from the ~~Credit Agreement will bear interest at a rate of the then-current rate offered by a third-party lender for a similar credit product, or, if no such rate is available, LIBOR plus 2.25%.~~

On November 2, 2021, the Credit Agreement was terminated in connection with the Adviser Transition and the Company entered into a new line of credit (the "Brookfield Credit Agreement") with Brookfield US Holdings Inc., (the “Brookfield Lender”), an affiliate of Brookfield, providing for a discretionary, unsecured, uncommitted credit facility in a maximum aggregate principal amount of $125 million. The Brookfield Credit Agreement has a one-year term, subject to one-year extension options requiring approval of the Brookfield Lender. Borrowings under the Brookfield Credit Agreement will bear interest at a rate of the lowest then-current rate offered by a third-party lender to us for a similar credit product, or, if no such rate is available, LIBOR plus 2.25%. We may draw down on the Brookfield Credit Agreement for any business purpose, including to pay distributions or fund repurchasessale of shares of our common ~~stock; however, there can be no assurances that we will be able to borrow~~stock and repurchased $32.2 million in shares of our common stock under the Brookfield Credit Agreement, or that the Brookfield Lender will issue a loan or extend or renew the Brookfield Credit Agreement. Since the Brookfield Credit Agreement is with an affiliate of Brookfield, the terms of the agreement were not negotiated at arm’s length. The Adviser may face conflicts of interest in connection with any borrowings or disputes under the Brookfield Credit Agreement.

our share repurchase plan.

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~~As of September 30, 2021, our indebtedness consisted of our mortgage loans secured by our real property investments.~~ The following table ~~summarizes the components~~is a summary of ~~mortgage loans~~our indebtedness as of September 30, ~~2021 and December 31, 2020:~~2022:

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(3)

SOFR+1.95%

January 2023

500,000,000

251,618,200

Affiliate Line of Credit(4)

SOFR+2.25%

November 2023

125,000,000

—

Total Indebtedness

1,114,837,210


(1)			The term ~~"L"~~“L” refers to the one-month US dollar-denominated LIBOR. As of September 30, ~~2021 and December 31, 2020,~~2022, one-month LIBOR was equal to ~~0.08%~~3.14%. As of September 30, 2022, SOFR was equal to 2.98%. As of September 30, 2022, the Company has outstanding interest rate swaps and ~~0.14%, respectively.~~caps with an aggregate notional balance of $73.3 million that mitigate our exposure to changes in foreign currency exchange rates and potential future interest rate increases under our floating-rate debt.
(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~~As of September 30, ~~2021.~~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 2026 and 2027, subject to certain conditions.
(3)			~~The Ezlyn mortgage loan is held for sale as~~As of September 30, ~~2021 and included in other liabilities~~2022, borrowings on the ~~consolidated balance~~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, Briggs & Union and certain properties in the Single Family Rental Portfolio. In October 2022, the maturity date was extended to January 8, 2023, concurrent with the Company executed a term sheet with the lead lender to amend the facility which would extend the maturity date to January 2025.
(4)			~~The term "SOFR" refers~~Borrowings under the Affiliate Line of Credit bear interest at a rate of the lowest then-current interest rate for any similar credit product offered by a third-party lender to the ~~Secured Overnight Financing Rate. As of September 30, 2021~~Company or its subsidiaries or, if not available, SOFR plus a 0.10% credit adjustment and ~~December 31, 2020, the SOFR was 0.05% and 0.08%, respectively.~~a 2.25% margin.

Cash Flows

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


							Nine months ended
		For the nine months ended September 30, 2021		For the nine months ended September 30, 2020			September 30, 2022		September 30, 2021
Net cash provided by operating activities	Net cash provided by operating activities	$	6,555,158	$	8,585,350	Net cash provided by operating activities	$	55,332,548	$	6,555,158
Net cash used in investing activities	Net cash used in investing activities	(95,748,025)		(71,926,986)		Net cash used in investing activities	(781,631,711)		(95,748,025)
Net cash provided by financing activities	Net cash provided by financing activities	76,904,964		71,624,176		Net cash provided by financing activities	793,472,115		76,904,964
Net change in cash and cash equivalents and restricted cash	Net change in cash and cash equivalents and restricted cash	$	(12,287,903)	$	8,282,540	Net change in cash and cash equivalents and restricted cash	$	67,172,952	$	(12,287,903)

Cash flows provided by operating activities increased $48.8 million for the nine months ended September 30, 2022, compared to the nine months ended September 30, 2021, ~~related primarily~~due to increased cash ~~payments~~flows from the operations of our investments in real estate and ~~receipts associated with operations at~~income from our ~~six property~~ investments ~~five~~in real estate-related loans ~~eight CMBS, management fee share issuances~~and securities. As of September 30, 2022, we owned 19 consolidated properties, compared to ~~the Oaktree Adviser, performance fees paid to the Oaktree Adviser and share repurchases~~five properties as of ~~the Oaktree Investor.~~ September 30, 2021.

Cash flows ~~provided by operating~~used in investing activities increased $685.9 million for the nine months ended September 30, ~~2020 related~~2022, compared to ~~cash payments~~the nine months ended September 30, 2021, primarily due to an increase of $470.0 million in our acquisitions of real estate and ~~receipts associated with operations at four property investments, two~~an increase of $233.7 million in our acquisitions of real estate-related ~~loan investments, eight CMBS, management fee share issuances to~~securities, partially offset by $28.8 million of proceeds from the ~~Oaktree Adviser, performance fees incurred to~~sale of preferred membership interests during the ~~Oaktree Adviser and share repurchases of the Oaktree Investor.~~

current period.

Cash flows ~~used in investing~~provided by financing activities increased $716.6 million for the nine months ended September 30, ~~2021 relates primarily~~2022, compared to purchases of three investments in real estate-related loans and building improvements to our real estate offset by cash flows provided by selling three CMBS and principal repayments from real estate related loans. Cash flows used in investing activities for the nine months ended September 30, ~~2020 relates~~2021, primarily due to ~~our acquisition~~an increase of ~~one property investment~~$325.8 million from borrowings from mortgage loans and ~~eight CMBS~~credit facilities, net of repayments, and ~~building improvements to our real estate.~~an increase of $415.5 million from the sale of common stock.

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Cash flows provided by financing activities for the nine months ended September 30, 2021 relates to borrowings on a mortgage loan for an asset acquisition, proceeds from issuance of common stock offset by repurchases of common stock, and distributions paid. Cash flows provided by financing activities for the nine months ended September 30, 2020 relates primarily to borrowings on a mortgage loan for an asset acquisition, proceeds from the Credit Agreement and contributions from non-controlling interests.

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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 E shares of common 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 September 30, ~~2021:~~2022:


Components of NAV	September 30, ~~2021~~2022
Investments in real properties	$	~~475,599,071~~1,841,811,761
Investments in real estate-related loans and securities	~~95,202,806~~306,304,553
Investments in unconsolidated entities	82,247,709
Cash and cash equivalents	~~18,275,717~~96,156,143
Restricted cash	~~5,535,629~~31,800,423
Other assets	~~5,708,955~~26,239,356
Debt obligations	~~(282,976,143)~~(1,087,765,252)
Accrued performance fee~~(1)~~	~~(4,947,892)~~(11,913,481)
Accrued stockholder servicing fees~~(2)~~(1)	~~(146,992)~~(309,491)
Management fee payable	~~(448,644)~~(1,228,066)
~~Distribution~~Dividend payable	~~(903,005)~~(4,934,983)
Subscriptions received in advance	— (22,074,124)
Other liabilities	~~(7,043,026)~~(31,364,757)
Non-controlling interests in joint ventures	~~(21,836,380)~~(22,790,255)
Net asset value~~(3)~~	$	~~282,020,096~~1,202,179,536
Number of ~~shares~~shares/units outstanding	~~23,720,559~~86,457,764


(1)			~~Includes accrued performance fee for the nine months ended September 30, 2021.~~
~~(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. Under ~~accounting principles generally accepted in the United States of America (“GAAP”),~~GAAP, we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares of our common stock. As of September 30, ~~2021,~~2022, we have accrued under GAAP approximately ~~$14,376,827~~$26.4 million of stockholder servicing fees.

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 30, 2022:


NAV Per Share/Unit	Class S Shares		Class I Shares		Class C Shares(1)		Class E Shares(1)		Class D Shares		Class T Shares		Third-party Operating Partnership Units(2)		Total
Net asset value	$	458,299,315	$	575,990,855	$	126,239,358	$	40,384,377	$	243,525	$	—	$	1,022,106	$	1,202,179,536
Number of shares/units outstanding	33,052,037		41,261,903		9,239,563		2,815,377		17,628		—		71,256		86,457,764
NAV Per Share/Unit as of September 30, 2022	$	13.8660	$	13.9594	$	13.6629	$	14.3442	$	13.8145	$	—	$	14.3442


~~(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 ~~$282 million of our NAV and the $194 million of our stockholders' equity under GAAP.~~ Company.

NAV Per Share Class S
Shares Class I
Shares Class C
Shares Class T
Shares Class D
Shares Total
Net asset value $ 232,259,266 $ 33,417,032 $ 16,343,798 $ — $ — $ 282,020,096
Number of shares outstanding 19,555,095 2,792,111 1,373,353 — — 23,720,559
NAV Per Share as of September 30, 2021 $ 11.8772 $ 11.9684 $ 11.9007 $ — $ —
As of September 30, 2022, no Class T 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 September 30, ~~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	5.70%	4.5%	Multifamily	6.3%	5.0%
Net Lease				Net Lease	5.1%	4.9%
Office	Office	7.73%	6.48%	Office	7.8%	6.8%
Logistics				Logistics	6.0%	5.1%
Single-Family Rental				Single-Family Rental	6.3%	5.1%

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These assumptions are determined by the ~~Adviser,~~independent valuation advisor and reviewed by ~~our independent valuation adviser.~~the Adviser. 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	Net Lease Investment Values	Office Investment Values	Logistics Investment Values	Single-Family Rental Investment Values
Discount Rate	Discount Rate	0.25% decrease	1.96%	1.92%	Discount Rate	.25% Decrease	1.9%	1.8%	2.2%	1.9%	2.0%
(weighted average)	(weighted average)	0.25% increase	(1.92)%	(1.76)%	(weighted average)	.25% Increase	(1.9)%	(2.1)%	(2.1)%	(2.0)%	(2.0)%
Exit Capitalization Rate	Exit Capitalization Rate	0.25% decrease	3.88%	2.61%	Exit Capitalization Rate	.25% Decrease	3.4%	3.1%	2.5%	3.5%	3.0%
(weighted average)	(weighted average)	0.25% increase	(3.62)%	(2.30)%	(weighted average)	.25% Increase	(3.2)%	(3.1)%	(2.4)%	(3.2)%	(3.0)%

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.

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


Reconciliation of ~~Stockholders'~~Stockholders’ Equity to NAV	September 30, ~~2021~~2022
Stockholders' equity under U.S. GAAP	$	~~193,850,576~~917,973,099
Redeemable non-controlling interest	1,022,106
Total partners' capital of Operating Partnership under GAAP	918,995,205
Adjustments:
Accrued stockholder servicing fee	~~16,244,202~~26,050,915
Deferred rent	~~(2,150,030)~~(3,797,462)
~~Organizational~~Advanced organizational and offering costs	~~6,881,577~~
~~Commissions~~	~~934,270~~12,846,621
Unrealized net real estate appreciation ~~and depreciation~~	~~22,274,054~~
~~Non-controlling interest~~	~~14,772,447~~169,082,145
Accumulated amortization of discount	~~(933,707)~~(176,803)
Accumulated depreciation and amortization	~~30,146,707~~79,178,915
NAV	$		~~282,020,096~~1,202,179,536

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 and Class D 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, and previously the Oaktree Adviser, ~~previously agreed, and the Advisor has~~ 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 5, 2023, subject to the following reimbursement terms: (1) the Company has been and will

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continue reimbursing the Adviser for all such advanced expenses paid through July 5, 2022 ratably over the 60 months following July 6, ~~2022. In addition,~~ as2022; and (2) the Company will reimburse the Adviser for all such advanced expenses paid from July 6, 2022 through July 5, 2023 ratably over the 60 months following July 6, 2023 As part of the Adviser Transition, the Adviser acquired the Oaktree Adviser’s receivable related to the organization and offering expenses previously incurred by the Oaktree Adviser. We have been and will ~~reimburse~~continue reimbursing the Adviser for ~~all such advanced expenses~~the Oaktree Adviser’s receivables 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.

•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.

•~~Non-controlling interest~~Accumulated amortization of discount: We amortize the discount on our loan investments over the term period in accordance with GAAP. Such amortization is ~~related to losses allocable to the interests held by the Company's joint venture partners in the Company's five properties.~~excluded for purposes of determining our NAV.

•~~In addition, we~~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
nine months ended
September 30, 2021 For the
nine months ended
September 30, 2020
Net loss attributable to stockholders $ (6,291,197) $ (1,905,035)
Adjustments to arrive at FFO:
Real estate depreciation and amortization 11,462,760 10,175,613
Amount attributed to non-controlling interests for above adjustments (853,350) (707,544)
FFO attributable to stockholders 4,318,213 7,563,034
Adjustments to arrive at AFFO:
Straight-line rental income (195,368) (1,091,446)
Amortization of above and below market lease intangibles and lease inducements 171,522 170,418
Amortization of mortgage premium/discount (63,896) (431,640)
Amortization of restricted stock awards 52,950 54,229
Unrealized gain from changes in fair values of real estate related loans and securities (226,426) (1,434,067)
Non-cash performance participation allocation 4,947,892 1,492,826
Amount attributable to non-controlling interests for above adjustments 5,833 34,709
AFFO attributable to stockholders 9,010,720 6,358,063
Adjustments to arrive at FAD:
Realized (gain) loss on real estate-related loans and securities (1,277,640) 154,435
Management fees paid in shares 1,766,928 635,187
Stockholder servicing fees (1,075,763) (628,567)
FAD attributable to stockholders $ 8,424,245 $ 6,519,118


	For the nine months ended September 30, 2022		For the nine months ended September 30, 2021
Net loss attributable to stockholders and redeemable non-controlling interests	$	(29,658,713)	$	(6,291,197)
Adjustments to arrive at FFO:
Depreciation and amortization	42,315,873		11,462,760
Amount attributed to non-controlling interests of third party joint ventures for above adjustments	(571,689)		(853,350)
FFO attributable to stockholders and redeemable non-controlling interests	$	12,085,471	$	4,318,213
Adjustments to arrive at AFFO:
Straight-line rental income	(1,544,763)		(195,368)
Amortization of above and below market leases and lease inducements	(810,186)		171,522
Amortization of deferred financing costs	2,017,364		—
Amortization of mortgage premium/discount	(63,896)		(63,896)
Amortization of restricted stock awards	241,875		52,950
Unrealized loss (gain) on investments(1)	8,366,728		(226,426)
Non-cash performance fee and performance participation allocation	11,913,482		4,947,892
Amount attributed to non-controlling interests of third party joint ventures for above adjustments	(16,245)		5,833
AFFO attributable to stockholders and redeemable non-controlling interests	32,189,830		9,010,720
Adjustments to arrive at FAD:
Realized (loss) gain on real estate investments, net	(638,794)		(1,277,640)
Non-cash management fee	6,776,480		1,766,928
Stockholder servicing fees	(2,269,521)		(1,075,763)
FAD attributable to stockholders and redeemable non-controlling interests	$	36,057,995	$	8,424,245


(1)			Unrealized loss (gain) on investments relates to mark-to-market changes on our investments in real estate-related securities, derivative contracts, and unconsolidated joint venture reported at fair value. Unrealized (gain) loss on investments includes $3,161,474 of net operating income less interest expense attributable to our share in the unconsolidated joint venture reported at fair value.

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 $0.8425 per share since inception through September 30, 2021.~~share. The net distribution varies for each class based on the applicable stockholder servicing ~~fee,~~fees, management fees and performance 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 the nine months ended September 30, 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		—		—
April 28, 2022	0.0488		0.0575		0.0577		0.0712		—		—
May 27, 2022	0.0505		0.0599		0.0601		0.0742		—		—
June 29, 2022	0.0505		0.0598		0.0601		0.0742		—		0.0570
July 28, 2022	0.0503		0.0598		0.0601		0.0742		—		0.0570
August 30, 2022	0.0503		0.0598		0.0601		0.0743		—		0.0570
September 29, 2022	0.0506		0.0598		0.0601		0.0743		—		0.0572
Total	$	0.4420	$	0.5232	$	0.5251	$	0.6486	$	—	$	0.2282

On June 1, 2022, the Company issued its first Class D shares of common stock. As of September 30, ~~2021:~~ 2022, no Class T shares had been issued.


	Three Months Ended September 30, 2022				Three Months Ended September 30, 2021
	Amount		Percentage		Amount		Percentage
Distributions
Payable in cash	$	5,604,827	40	%	$	1,099,716	43	%
Reinvested in shares	8,428,057		60	%	1,459,726		57	%
Total distributions	$	14,032,884	100	%	$	2,559,442	100	%

Sources of Distributions
Cash flows from operating activities from current period	$	14,032,884	100	%	$	2,559,442	100	%
Total sources of distributions	$	14,032,884	100	%	$	2,559,442	100	%

Cash flows from operating activities	$	21,097,211			$	3,954,502
Funds from Operations(1)	$	(1,798,508)			$	(676,272)
Adjusted Funds from Operations(1)	$	9,500,859			$	3,079,231
Funds Available for Distribution(1)	$	12,106,859			$	3,006,649


(1)			See “Funds from Operations, Adjusted Funds from Operations and Funds Available for Distribution” above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and Funds Available for Distribution (FAD), for reconciliations of these metrics to GAAP Net loss attributable to stockholders and redeemable non-controlling interests, and for considerations on how to review these metrics.

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~~The following table summarizes our distributions declared during the nine months ended September 30, 2021 and 2020:~~


		For the nine months ended September 30, 2021				For the nine months ended September 30, 2020					Nine Months Ended September 30, 2022				Nine Months Ended September 30, 2021
		Amount		Percentage		Amount		Percentage			Amount		Percentage		Amount		Percentage
Distributions	Distributions									Distributions
Payable in cash	Payable in cash	$	3,805,587	51	%	$	3,697,729	71	%	Payable in cash	$	12,928,753	47	%	$	3,805,587	51	%
Reinvested in shares	Reinvested in shares	3,625,559		49	%	1,481,582		29	%	Reinvested in shares	14,387,386		53	%	3,625,559		49	%
Total distributions	Total distributions	$	7,431,146	100	%	$	5,179,311	100	%	Total distributions	$	27,316,139	100	%	$	7,431,146	100	%

Sources of Distributions	Sources of Distributions									Sources of Distributions
Cash flows from operating activities from current period~~(1)~~	Cash flows from operating activities from current period~~(1)~~	$	6,555,158	88	%	$	5,179,311	100	%	Cash flows from operating activities from current period~~(1)~~	$	27,316,139	100	%	$	6,555,158	88	%
Cash flows from investment gains	Cash flows from investment gains	1,277,640		12	%	—		—		Cash flows from investment gains	—		—	%	875,988		12	%
Total sources of distributions	Total sources of distributions	$	7,832,798	100	%	$	5,179,311	100	%	Total sources of distributions	$	27,316,139	100	%	$	7,431,146	100	%

Cash flows from operating activities	Cash flows from operating activities	$	6,555,158			$	8,585,350			Cash flows from operating activities	$	55,332,548			$	6,555,158
Funds from Operations		$	4,318,213			$	7,563,034
Funds from Operations(1)										Funds from Operations(1)	$	12,085,471			$	4,318,213
Adjusted Funds from Operations(1)										Adjusted Funds from Operations(1)	$	32,189,830			$	9,010,720
Funds Available for Distribution(1)										Funds Available for Distribution(1)	$	36,057,995			$	8,424,245


(1)			~~Cash flows~~See “Funds from ~~operating activities~~Operations, Adjusted Funds from Operations and Funds Available for ~~the three~~Distribution” above for descriptions of Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), and ~~nine months ended September 30, 2021 were impacted by the cash payment~~Funds Available for Distribution (FAD), for reconciliations of ~~$2.4 million~~these metrics to ~~the Oaktree Adviser~~GAAP Net loss attributable to stockholders and redeemable non-controlling interests, and for ~~the performance fees for fiscal years 2019 and 2020.~~considerations on how to review these metrics.

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 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~~assumptions.

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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.

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 assess 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 a 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 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 asset 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.

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Recent Accounting Pronouncements

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

~~COVID-19~~

With the successful rollout of vaccination campaigns against COVID-19 in markets in which we operate, the macroeconomic outlook has improved in certain geographies with the return of more favorable economic conditions, including the removal of occupancy restrictions and government-mandated closures. 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.

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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 September 30, 2021, the outstanding principal balance of our variable rate indebtedness was $177.6 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 nine months ended September 30, 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 September 30, 2021, we held $69.0 million of investments in five real estate-related loans and eight 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 nine months ended September 30, 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.

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 September 30, 2022, the outstanding principal balance of our variable rate indebtedness was $851.1 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 U.S. Dollar denominated LIBOR and the U.S. Dollar denominated SOFR (collectively, the “Reference Rates”). For the nine months ended September 30, 2022, a 10% increase in the Reference Rates would have resulted in increased interest expense of $0.8 million.

Investments in Real Estate-Related Loans and Securities

As of September 30, 2022, we held $306.1 million of investments in four real estate-related loans and 70 real estate-related securities. Certain of our investments are variable rate and are indexed to the Reference Rates 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 nine months ended September 30, 2022, a 10% increase or decrease in the Reference Rates would have resulted in an increase or decrease to income from our real estate-related loans and securities of $0.2 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 September 30, 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 $30.6 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 September 30, 2022, we have one foreign exchange derivative with a notional hedged amount of £73.3 million GBP.

Credit Risk

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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.

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 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~~until June 30, 2023 and the ~~LIBOR publication on September 30, 2023. There~~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.

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SOFR markets.

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.

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 September 30, ~~2021,~~2022, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.

ITEM 1A. RISK FACTORS

~~We refer you~~There have been no material changes to the risk factors ~~contained in Part I,~~previously disclosed under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 31, 2021, and to the risk factors contained in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 16, 2021. ~~In addition, the following risk factors should be considered.~~

We have a limited operating history, and our operating history should not be relied upon due to the changes to our business resulting from the Adviser Transition, including the engagement of the Adviser and Brookfield Oaktree Wealth Solutions LLC (the "Dealer Manager") and the changes to our board of directors, our executive officers and our investment portfolio. There is no assurance that we will be able to successfully achieve our investment objectives.

We have a limited operating history and we may not be able to achieve our investment objectives. In addition, our operating history should not be relied upon due to the changes to our business resulting from the Adviser Transition, including the engagement of the Adviser and the Dealer Manager and the changes to our board of directors, our executive officers and our investment portfolio. We cannot assure you that the past experiences of affiliates of the Adviser will be sufficient to allow us to successfully achieve our investment objectives. As a result, an investment in our shares of common stock may entail more risk than the shares of common stock of a REIT with a substantial operating history.

While our investment strategy and the investment programs of the other investment funds, REITs, vehicles, accounts, products and other similar arrangements for which Brookfield currently acts, or will act in the future, as sponsor, general partner or manager to, or otherwise participate in, including proprietary accounts (“Other Brookfield Accounts”) each involve real estate-related investments and overlapping personnel, each of these accounts and strategies has distinct investment activities. Brookfield’s experience in managing Other Brookfield Accounts is not necessarily applicable to us. There can be no assurance that we will be able to successfully identify, make and realize upon any particular investment or generate returns for our investors (or that such returns will be commensurate with the risks associated with an investment in us). Furthermore, there can be no assurance that our investors will receive any distributions from us. Accordingly, an investment in us should only be considered by investors who can afford a loss of their entire investment.

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The Adviser has engaged the Oaktree Adviser to select and manage our liquid investments and to manage certain of our real estate properties and real estate-related debt investments. The Adviser relies on the performance of the Oaktree Adviser in implementing the liquid investments portion of our investment strategy and the management of the real estate properties and real estate-related debt investments for which it is responsible.

The Adviser has engaged the Oaktree Adviser to select and manage our liquid investments and to manage certain of our real estate properties and real estate-related debt investments pursuant to sub-advisory agreements between the Adviser and the Oaktree Adviser. The Oaktree Adviser has and will continue to have substantial discretion, within our investment guidelines, to make decisions related to the acquisition, management and disposition of our liquid assets and the management of the real estate properties and real estate-related debt investments for which it is responsible. If the Oaktree Adviser does not succeed in managing the liquid investments portion of our investment strategy or successfully managing the real estate properties and real estate-related debt investments for which it is responsible, our performance will suffer. In addition, even though the Adviser has the ability to terminate the Oaktree Adviser at any time, it may be difficult and costly to terminate and replace the Oaktree Adviser.

The success of our Follow-On Public Offering is dependent, in part, on the ability of the Dealer Manager to retain key employees and to successfully build and maintain a network of licensed broker-dealers.

The dealer manager for our Follow-On Public Offering is an affiliate of the Adviser. Our dealer manager is newly formed, and other than serving as dealer manager for the Follow-On Public Offering, the Dealer Manager has no experience acting as a dealer manager for a public offering of a non-listed REIT. The success of the Follow-On Public Offering and our ability to implement our business strategy is dependent upon the ability of our Dealer Manager to retain key employees and to build and maintain a network of licensed securities broker-dealers and other agents. If the Dealer Manager is unable to retain qualified employees or build and maintain a sufficient network of participating broker-dealers to distribute shares in the Follow-On Public Offering, we may not be able to raise adequate proceeds through this offering to meet our investment objectives. In addition, the Dealer Manager may serve as dealer manager for other issuers, including Other Brookfield Accounts and other Oaktree accounts. As a result, the Dealer Manager may experience conflicts of interest in allocating its time between the Follow-On Public Offering and such other issuers, which could adversely affect our ability to raise adequate proceeds through the Follow-On Public Offering and implement our investment strategy. Further, the participating broker-dealers retained by the Dealer Manager may have numerous competing investment products, some with similar or identical investment strategies and areas of focus as us, which they may elect to emphasize to their retail clients.

~~Cash payments to redeem Operating Partnership interests will reduce cash available for distribution to our stockholders or to honor their repurchase requests under our share repurchase program.~~

The Operating Partnership’s limited partnership agreement provides that following any applicable waiting period, the holders of Operating Partnership units (other than us) generally have the right to cause the Operating Partnership to redeem all or a portion of their Operating Partnership units for, at the general partner’s sole discretion, shares of our common stock, cash, or a combination of both. An election to redeem Operating Partnership units for cash may reduce funds available for distribution to our stockholders or to honor our stockholders’ repurchase requests under our share repurchase program.

~~If the Operating Partnership failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT.~~

If the IRS were to successfully challenge the status of the Operating Partnership as a partnership or disregarded entity for U.S. federal income tax purposes, it would be taxable as a corporation. In the event that this occurs, it would reduce the amount of distributions that the Operating Partnership could make to us. This would also result in our failing to qualify as a REIT and becoming subject to a corporate-level tax on our income, which would substantially reduce our cash available to pay distributions and the yield on your investment.

~~We may be subject to foreign currency risk and our risk management activities may adversely affect the performance of our operations.~~

While the majority of our portfolio will be concentrated in the United States, we may selectively invest in large global cities where Brookfield has comprehensive capabilities, such as Toronto, London, Sydney and Seoul. As a result, some of our assets and operations may be in countries where the U.S. dollar is not the functional currency. These operations pay distributions in currencies other than the U.S. dollar which we must convert to U.S. dollars prior to making distributions on our units. A significant depreciation in the value of such foreign currencies may have a material adverse effect on our business, financial condition and results of operations.

When managing our exposure to such market risks, we may use forward contracts, options, swaps, caps, collars and floors or pursue other strategies or use other forms of derivative instruments. The success of any hedging or other derivative transactions that we enter into generally will depend on our ability to structure contracts that appropriately offset our risk position. As a

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result, while we may enter into such transactions in order to reduce our exposure to market risks, unanticipated market changes may result in poorer overall investment performance than if the transaction had not been executed. Such transactions may also limit the opportunity for gain if the value of a hedged position increases.

~~Political instability and unfamiliar cultural factors could adversely impact the value of our investments.~~

We are subject to geopolitical uncertainties in all jurisdictions in which we operate, including the United States. We also make investments outside of the United States, which may expose us to additional risks not typically associated with investing in United States. We may not properly adjust to the local culture and business practices in such markets, and there is the prospect that we may partner with local persons who might not comply with our culture and ethical business practices; either scenario could result in the failure of our initiatives in new markets and lead to financial losses for us and our operating entities. There are risks of political instability in several of our major markets and in other parts of the world in which we conduct business, including, for example, the Korean Peninsula, from factors such as political conflict, income inequality, refugee migration, terrorism, the potential break-up of political or economic unions (or the departure of a union member) and political corruption; the materialization of one or more of these risks could negatively affect our financial performance.

Unforeseen political events in markets where we own and operate assets and may look to for further growth of our businesses, such as the United States, European and Asian markets, may create economic uncertainty that has a negative impact on our financial performance. Such uncertainty could cause disruptions to our businesses, including affecting the business of or our relationships with our tenants or service providers, as well as altering the relationship among tariffs and currencies, including the value of the British pound and the Euro relative to the U.S. dollar. Disruptions and uncertainties could adversely affect our financial condition, operating results and cash flows. In addition, political outcomes in the markets in which we operate may also result in legal uncertainty and potentially divergent national laws and regulations, which can contribute to general economic uncertainty. Economic uncertainty impacting us and our investments could be exacerbated by near-term political events, including those in the United States, Brazil, Europe, Asia and elsewhere.

~~We face risks relating to the jurisdictions of our operations.~~

~~Our operations are subject to significant political, economic and financial risks, which vary by jurisdiction, and may include:~~

•~~changes in government policies or personnel;~~

•~~restrictions on currency transfer or convertibility;~~

•~~changes in labor relations;~~

•~~less developed or efficient financial markets than in North America;~~

•~~fluctuations in foreign exchange rates;~~

•~~the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements;~~

•~~less government supervision and regulation;~~

•~~a less developed legal or regulatory environment;~~

•~~heightened exposure to corruption risk;~~

•~~political hostility to investments by foreign investors; and~~

•~~difficulty in enforcing contractual obligations and expropriation or confiscation of assets.~~

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

Unregistered Sales of Equity Securities

During the ~~nine~~three months ended September 30, ~~2021,~~2022, we sold equity securities that were not registered under the Securities ~~Act of 1933, as amended (the "Securities Act"), as described below.~~Act. As described in Note 1110 to our ~~consolidated financial statements,~~Consolidated Financial Statements, the ~~Oaktree~~ Adviser ~~was~~is entitled to an annual management fee payable monthly in cash or shares of common stock, in each case at the ~~Oaktree Adviser's~~Adviser’s election.

~~During~~ For each of the ~~nine~~three months ended September 30, ~~2021,~~2022, the ~~Oaktree~~ Adviser elected to receive its management ~~fee~~fees in Class I shares and we issued ~~156,167~~236,018 unregistered Class I shares to the ~~Oaktree~~ Adviser in satisfaction of the management ~~fee~~fees for ~~January~~June 2022 through ~~September. On June 30, 2021, we repurchased 181,226 shares from the Oaktree Adviser. During the nine months ended September 30, 2021,~~August 2022. Additionally, we issued ~~573,058~~88,034 unregistered Class I shares to the Adviser in October 2022 in satisfaction of the September 2022 management fee. 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 ~~1,373,353~~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 ~~fund~~ vehicles ~~in private offerings.~~

~~During~~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 September 30, ~~2021,~~2022, we ~~issued 52,963~~received $83.4 million from the sale of 6,013,029 unregistered Class I shares and $30.5 million from the sale of 2,246,638 unregistered Class C shares.

We 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 ~~Oaktree Adviser in satisfaction~~registration provisions of the ~~management fee for July through September. During~~Securities Act by virtue of Section 4(a)(2). For the three months ended September 30, ~~2021,~~2022, we ~~issued 458,951 Class C shares to feeder fund vehicles in private offerings.~~

~~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 September 30, 2021, we had~~ received ~~net proceeds of $212.5~~$0.3 million from the ~~Initial Public Offering and our private offerings (net~~sale of ~~repurchases). The following table summarizes certain information about the Initial Public Offering proceeds therefrom:~~

Class S
Shares Class I
Shares Class C Shares Class T Shares Class D Shares Total
Offering proceeds:
Shares sold 19,555,094 2,792,112 1,373,353 — — 23,720,559
Gross offering proceeds $ 200,741,720 $ 115,699,665 $ 14,736,275 $ — $ — $ 331,177,660
Repurchases (4,416,352) (89,224,817) — — — (93,641,169)
Stockholder servicing fee (17,178,470) — — — — (17,178,470)
Selling commissions and dealer manager fees (934,270) — — — — (934,270)
Offering costs (4,171,234) (2,404,136) (306,207) — — (6,881,577)
Net offering proceeds $ 174,041,394 $ 24,070,712 $ 14,430,068 $ — $ — $ 212,542,174

~~We primarily used the net proceeds from the Initial Public Offering toward the acquisition~~17,542 unregistered Class E shares to affiliates of $411.9 million in real estate and $113.0 million of real estate-related loans and securities and the repayment of our Credit Agreement. In addition to the net proceeds from the Initial Public Offering and our private offerings, we financed our acquisitions with $282.1 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 Repurchase 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, 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

~~Table of Contents~~

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. In connection with the Adviser Transition, the Company has agreed to waive the Early Repurchase Deduction with respect to the share repurchase plan from the date of the Adviser Transition Agreement through the Transaction Effective Date.

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 estate 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 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.

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 Initial Public Offering. The board of directors approved the repurchase arrangement ~~in recognition of~~with the ~~Oaktree Investor’s intent~~Brookfield Investor (the “Brookfield Repurchase Arrangement”) 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 nine months ended September 30, 2021, the Company repurchased 6,186,397 shares from the OaktreeBrookfield Investor at a price ~~of $10.00~~ per ~~share. As of September 30, 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 52,963~~has agreed to not seek repurchase of the ~~Company's outstanding Class I shares.~~shares of common stock and Operating Partnership units that it owns if doing so would bring the 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

~~Other than~~

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anniversary of the ~~Monthly Repurchase Amount limitation,~~date of the prospectus for the Follow-On Public Offering. 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 the Follow-On Public 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 Company may elect not to offer to repurchase shares from the Oaktree Investor, or may offer to purchase less than the Monthly Repurchase Amount, if, 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 interests of the Company’s stockholders. The Oaktree Investor will not request that its shares be repurchased under the Company’s existing share repurchase plan. Under the Company’s charter, the Oaktree 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.

~~Table of Contents~~

~~During the nine~~three months ended September 30, 2022, the Company and the Operating Partnership did not repurchase any shares or Operating Partnership units as part of the Brookfield Repurchase Arrangement.

On November 30, 2021, the Operating Partnership and the Brookfield Investor entered into a subscription agreement (the “Brookfield Subscription Agreement”) pursuant to which the Brookfield Investor agreed to purchase up to $83 million of Class E OP Units upon the request of the general partner of the Operating Partnership, of which the Company is the sole member. On December 1, 2021, the Brookfield Investor was issued 3,756,480 Class E OP Units in exchange for $45 million. On January 3, 2022, the Brookfield Investor was issued 3,075,006 Class E OP Units in exchange for $38 million. On June 29, 2022, the Company, the Operating Partnership and the Brookfield Investor entered into an agreement pursuant to which all such Class E OP Units issued to the Brookfield Investor in connection with the Brookfield Subscription Agreement were converted to Class I shares of the Company’s common stock at the then-applicable conversion factor per unit based on the most recently determined NAV of Class E OP Units and Class I shares. The Class I shares held by the Brookfield Investor in connection with the Brookfield Subscription Agreement are not subject to the Brookfield Repurchase Arrangement, but may be redeemed, in whole or in part, for cash upon the request of the Brookfield Investor.

During the three months ended September 30, 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 —
April 1 - April 30, 2021 1,766,728 7.90 % $ 10.0301 86,728 —
May 1 - May 31, 2021 1,281,298 5.76 % $ 10.0033 6,298 —
June 1 - June 30, 2021 976,226 4.39 % $ 10.1593 — —
July 1 - July 31, 2021 1,066,047 4.79 % $ 10.0081 10,101
August 1 - August 31, 2021 52,299 0.24 % $ 10.9086 52,299
September 1 - September 30, 2021 18,596 0.08 % $ 11.1890 18,596
Total 9,323,464 434,222


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(1)



July 2022	713,568	0.91	%	$	13.7631	713,568	—
August 2022(2)	446,799	0.54	%	$	14.0634	446,799	—
September 2022	450,476	0.52	%	$	13.8940	450,476	—
Total	1,610,843					1,610,843


(1)			Repurchases are limited as described above.
~~6,367,623~~(2)			Includes 73,289 Class I shares ~~were repurchased from~~and 221,407 Class E shares previously issued to the ~~Oaktree Investor during the nine months ended September 30, 2021.~~ Adviser as payment for management fees.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~

Amended and Restated Bylaws

On November 10, 2022, the Company amended and restated its bylaws, effective as of November 10, 2022 (as amended and restated, the “Bylaws”), to address recently adopted amendments to Rule 14a-19 under the Exchange Act by clarifying that no person may solicit proxies in support of a director nominee unless such person has complied with Rule 14a-19, and that any person soliciting proxies in support of a director nominee must comply with the requirements to provide notices required under Rule 14a-19 in a timely manner and deliver reasonable evidence that the Rule 14a-19 requirements have been met and to amend certain other provisions of the Bylaws. The foregoing description of the Bylaws is qualified in its entirety by the full text of the Bylaws, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Amendment to Affiliate Line of Credit

On November 10, 2022, the Company amended the Affiliate Line of Credit, effective as of November 2, 2022, pursuant to which (a) the lender party to the Affiliate Line of Credit was replaced with a different affiliate of Brookfield; (b) the maturity date of the Line of Credit was extended to November 2, 2023; and (c) the interest rate was converted from LIBOR plus 2.25% to SOFR plus 2.35%. A copy of this First Amendment to the Affiliate Line of Credit is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

5855

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ITEM 6. EXHIBITS


Exhibit Number						Description

~~31.1~~3.1*						Amended and Restated Bylaws

10.1*						First Amendment to Uncommitted Unsecured Line of Credit, dated November 10, 2022, but effective as of November 2, 2022, by and among Brookfield Corporate Treasury Limited, Brookfield REIT Operating Partnership L.P., and Brookfield US Holdings Inc.

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

~~31.2~~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 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.

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.

5956

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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.



						Brookfield Real Estate Income Trust Inc.

November ~~15, 2021~~14, 2022						/s/ Zachary B. Vaughan
Date						Zachary B. Vaughan
						Chief Executive Officer
						(Principal Executive Officer)

November ~~15, 2021~~14, 2022						/s/ Dana E. Petitto
Date						Dana E. Petitto
						Chief Financial Officer
						(Principal Financial Officer)

November ~~15, 2021~~14, 2022						/s/ Theodore C. Hanno
Date						Theodore C. Hanno
						Chief Accounting Officer
						(Principal Accounting Officer)

6057


	For the Three Months Ended September 30, 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' Equity		Non-controlling Interests		Total Equity
Balance at June 30, 2021	21,237,215	$	34,481	$	168,747	$	9,144	$	—	$	—	$	209,543,729	$	(22,558,358)	$	187,197,743	7,219,569		$	194,417,312
Share-based compensation	—	—		—		—		—		—		17,644		—		17,644		—		17,644
Distribution reinvestments	120,367	42		1,162		—		—		—		1,378,981		—		1,380,185		—		1,380,185
Class I common stock issued	411,647	4,116		—		—		—		—		4,423,897		—		4,428,013		—		4,428,013
Class S common stock issued	2,629,321	—		26,293		—		—		—		28,640,927		—		28,667,220		—		28,667,220
Class C common stock issued	458,952	—		—		4,590		—		—		4,972,609		—		4,977,199		—		4,977,199
Contributions	—	—		—		—		—		—		—		—		—		22,104		22,104
Distributions	—	—		—		—		—		—		—		(2,555,039)		(2,555,039)		(175,600)		(2,730,639)
Repurchases	(1,136,943)	(10,718)		(652)		—		—		—		(11,436,328)		—		(11,447,698)		—		(11,447,698)
Offering Costs	—	—		—		—		—		—		(15,030,582)		—		(15,030,582)		—		(15,030,582)
Net loss	—	—		—		—		—		—		—		(3,784,109)		(3,784,109)		(2,140)		(3,786,249)
Balance at September 30, 2021	23,720,559	$	27,921	$	195,550	$	13,734	$	—	$	—	$	222,510,877	$	(28,897,506)	$	193,850,576	$	7,063,933	$	200,914,509

	For the Three Months Ended September 30, 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' Equity		Non-controlling Interests		Total Equity
Balance at June 30, 2020	18,916,995	$	83,040	$	106,129	$	—	$	—	$	—	$	184,693,174	$	(10,918,894)	$	173,963,449	$	5,862,169	$	179,825,618
Share-based compensation	—	—		—		—		—		—		18,219		—		18,219		—		18,219
Distribution reinvestments	62,887	24		606		—		—		—		646,839		—		647,469		—		647,469
Class I common stock issued	73,201	732		—		—		—		—		757,221		—		757,953		—		757,953
Class S common stock issued	1,164,955	—		11,650		—		—		—		12,039,320		—		12,050,970		—		12,050,970

Contributions	—	—		—		—		—		—		—		—		—		39,167		39,167
Distributions	—	—		—		—		—		—		—		(1,896,628)		(1,896,628)		(107,150)		(2,003,778)
Repurchases	(789,875)	(7,899)		—		—		—		—		(7,890,851)		—		(7,898,750)		—		(7,898,750)
Offering Costs	—	—		—		—		—		—		(376,982)		—		(376,982)		—		(376,982)
Net income (loss)	—	—		—		—		—		—		—		301,066		301,066		(36,348)		264,718
Balance at September 30, 2020	19,428,163	$	75,897	$	118,385	$	—	$	—	$	—	$	189,886,940	$	(12,514,456)	$	177,566,766	$	5,757,838	$	183,324,604


	Amortization
For the remainder of 2021	$	1,449,625
2022	2,430,223
2023	1,702,542
2024	1,252,524
2025	1,031,504
Thereafter	1,150,185
Total	$	9,016,603


						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(5)	$	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(3)	25,000,000		(249,029)		24,750,971
						$	50,000,000	$	(249,029)	$	49,750,971


						As of September 30, 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 2022	Principal due at maturity	$1.525 billion(3)	$	25,000,000	$	—	$	25,000,000
						$	25,000,000	$	—	$	25,000,000


Record Date	Class S		Class I		Class C		Class T		Class D
October 28, 2021	$	0.0391	$	0.0474	$	0.0474	$	—	$	—


NAV Per Share	Class S Shares		Class I Shares		Class C Shares		Class T Shares		Class D Shares		Total
Net asset value	$	232,259,266	$	33,417,032	$	16,343,798	$	—	$	—	$	282,020,096
Number of shares outstanding	19,555,095		2,792,111		1,373,353		—		—		23,720,559
NAV Per Share as of September 30, 2021	$	11.8772	$	11.9684	$	11.9007	$	—	$	—


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	—
April 1 - April 30, 2021	1,766,728	7.90	%	$	10.0301	86,728	—
May 1 - May 31, 2021	1,281,298	5.76	%	$	10.0033	6,298	—
June 1 - June 30, 2021	976,226	4.39	%	$	10.1593	—	—
July 1 - July 31, 2021	1,066,047	4.79	%	$	10.0081	10,101
August 1 - August 31, 2021	52,299	0.24	%	$	10.9086	52,299
September 1 - September 30, 2021	18,596	0.08	%	$	11.1890	18,596
Total	9,323,464					434,222