Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 07, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-52596 | |
Entity Registrant Name | ARES REAL ESTATE INCOME TRUST INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 30-0309068 | |
Entity Address, Address Line One | One Tabor Center, 1200 Seventeenth Street, Suite 2900 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 303 | |
Local Phone Number | 228-2200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001327978 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class T | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 28,523,979 | |
Class S | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,265,163 | |
Class D | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,952,264 | |
Class I | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 65,814,609 | |
Class E | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,522,794 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Net investment in real estate properties | $ 3,786,199 | $ 3,605,578 |
Investments in unconsolidated joint venture partnerships | 141,916 | 120,372 |
Investments in real estate debt and securities (includes $107,200 and $14,896 at fair value as of September 30, 2023 and December 31, 2022, respectively) | 325,400 | 275,335 |
Cash and cash equivalents | 14,503 | 13,336 |
Restricted cash | 4,149 | 3,850 |
DST Program Loans | 116,195 | 81,897 |
Other assets | 98,109 | 74,356 |
Total assets | 4,486,471 | 4,174,724 |
Liabilities | ||
Accounts payable and accrued expenses | 78,586 | 58,097 |
Debt, net | 1,793,069 | 1,616,475 |
Intangible lease liabilities, net | 37,928 | 42,444 |
Financing obligations, net | 1,383,834 | 1,130,810 |
Other liabilities | 92,352 | 114,901 |
Total liabilities | 3,385,769 | 2,962,727 |
Commitments and contingencies (Note 14) | ||
Redeemable noncontrolling interest | 16,879 | 18,130 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value-200,000 shares authorized, none issued and outstanding | ||
Additional paid-in capital | 1,877,371 | 1,898,510 |
Distributions in excess of earnings | (1,067,116) | (973,395) |
Accumulated other comprehensive income | 18,101 | 16,083 |
Total stockholders' equity | 830,366 | 943,259 |
Noncontrolling interests | 253,457 | 250,608 |
Total equity | 1,083,823 | 1,193,867 |
Total liabilities and equity | 4,486,471 | 4,174,724 |
Class T | ||
Stockholders' equity: | ||
Common stock | 288 | 269 |
Class S | ||
Stockholders' equity: | ||
Common stock | 491 | 492 |
Class D | ||
Stockholders' equity: | ||
Common stock | 70 | 79 |
Class I | ||
Stockholders' equity: | ||
Common stock | 665 | 691 |
Class E | ||
Stockholders' equity: | ||
Common stock | $ 496 | $ 530 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt securities available for sale and held to maturity fair value | $ 107,200 | $ 14,896 |
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class T | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 |
Common stock, shares issued (in shares) | 28,833 | 26,884 |
Common stock, shares outstanding (in shares) | 28,833 | 26,884 |
Class S | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 |
Common stock, shares issued (in shares) | 49,134 | 49,237 |
Common stock, shares outstanding (in shares) | 49,134 | 49,237 |
Class D | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 |
Common stock, shares issued (in shares) | 7,014 | 7,871 |
Common stock, shares outstanding (in shares) | 7,014 | 7,871 |
Class I | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 |
Common stock, shares issued (in shares) | 66,482 | 69,142 |
Common stock, shares outstanding (in shares) | 66,482 | 69,142 |
Class E | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000 | 500,000 |
Common stock, shares issued (in shares) | 49,548 | 52,974 |
Common stock, shares outstanding (in shares) | 49,548 | 52,974 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Rental revenues | $ 82,369 | $ 76,988 | $ 237,533 | $ 212,987 |
Debt-related income | 8,837 | 1,548 | 21,787 | 5,862 |
Total revenues | 91,206 | 78,536 | 259,320 | 218,849 |
Operating expenses: | ||||
Rental expenses | 30,651 | 28,095 | 87,790 | 74,305 |
Real estate-related depreciation and amortization | 32,146 | 36,713 | 99,201 | 101,067 |
General and administrative expenses | 2,974 | 3,155 | 8,991 | 7,786 |
Advisory fees | 9,661 | 8,980 | 28,822 | 24,351 |
Performance participation allocation | 0 | 3,710 | 0 | 22,088 |
Acquisition costs and reimbursements | 2,032 | 1,176 | 5,050 | 3,898 |
Impairment loss on debt-related investment held for sale | 0 | 0 | 3,780 | 0 |
Total operating expenses | 77,464 | 81,829 | 233,634 | 233,495 |
Other expenses (income): | ||||
Equity in loss (income) from unconsolidated joint venture partnerships | 1,078 | (1,590) | 3,727 | (2,298) |
Interest expense | 33,967 | 42,255 | 109,394 | 100,439 |
Gain on sale of real estate property | 0 | (11,303) | (36,884) | (94,827) |
Loss on extinguishment of debt and financing commitments, net | 0 | 0 | 700 | 0 |
Loss (gain) on derivative instruments | 76 | (1,691) | (13) | (4,223) |
Provision for current expected credit losses | (1,048) | 0 | 2,950 | 0 |
Other income and expenses | (1,298) | (843) | (3,330) | (1,843) |
Total other expenses (income) | 32,775 | 26,828 | 76,544 | (2,752) |
Net loss | (19,033) | (30,121) | (50,858) | (11,894) |
Net loss attributable to redeemable noncontrolling interests | 146 | 253 | 390 | 67 |
Net loss attributable to noncontrolling interests | 4,477 | 4,996 | 11,304 | 2,378 |
Net loss attributable to common stockholders | $ (14,410) | $ (24,872) | $ (39,164) | $ (9,449) |
Weighted average number of common shares outstanding | ||||
Weighted-average shares outstanding-basic (in shares) | 201,968 | 200,667 | 204,968 | 190,199 |
Weighted-average shares outstanding-diluted (in shares) | 266,487 | 242,994 | 264,821 | 226,294 |
Net (loss) income attributable to common stockholders per common share - basic | $ (0.07) | $ (0.12) | $ (0.19) | $ (0.05) |
Net (loss) income attributable to common stockholders per common share - diluted | $ (0.07) | $ (0.12) | $ (0.19) | $ (0.05) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (19,033) | $ (30,121) | $ (50,858) | $ (11,894) |
Change from cash flow hedging activities | 94 | 17,445 | 3,146 | 31,258 |
Change from activities related to available-for-sale debt securities | 69 | 122 | ||
Comprehensive (loss) income | (18,870) | (12,676) | (47,590) | 19,364 |
Comprehensive loss (income) attributable to redeemable noncontrolling interests | 144 | 106 | 365 | (216) |
Comprehensive loss (income) attributable to noncontrolling interests | 4,439 | 2,179 | 10,908 | (2,401) |
Comprehensive (loss) income attributable to common stockholders | $ (14,287) | $ (10,391) | $ (36,317) | $ 16,747 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital | Distributions in Excess of Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total |
Beginning Balances at Dec. 31, 2021 | $ 1,696 | $ 1,542,617 | $ (865,844) | $ (9,563) | $ 107,520 | $ 776,426 |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 169,665 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) (excluding portion attributable to redeemable noncontrolling interest) | (9,449) | (2,378) | (11,827) | |||
Change from securities and cash flow hedging activities (excluding attributable to redeemable noncontrolling interest) | 26,196 | 4,779 | 30,975 | |||
Issuance of common stock | $ 387 | 332,032 | 332,419 | |||
Issuance of units (in shares) | 38,620 | |||||
Share-based compensation | 192 | 192 | ||||
Share-based compensation (in shares) | 27 | |||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs | (7,172) | (7,172) | ||||
Trailing distribution fees | (13,312) | 3,688 | (11,744) | (21,368) | ||
Redemptions of common stock | $ (57) | (48,726) | $ (48,783) | |||
Redemptions of common stock (in shares) | (5,695) | (5,695) | ||||
Issuances of OP Units for DST Interests | 136,905 | $ 136,905 | ||||
Other noncontrolling interests net distributions | (54) | (54) | ||||
Distributions declared on common stock and noncontrolling interests (excludes attributable to redeemable noncontrolling interest) | (53,478) | (9,604) | (63,082) | |||
Redemption value allocation adjustment to redeemable noncontrolling interests | (1,900) | (1,900) | ||||
Redemptions of noncontrolling interests | (1,050) | (3,456) | (4,506) | |||
Reallocation of stockholders' equity and noncontrolling interests | 28,924 | 73 | (28,997) | |||
Ending Balances at Sep. 30, 2022 | $ 2,026 | 1,831,605 | (925,083) | 16,706 | 192,971 | 1,118,225 |
Balance at end of period (in shares) at Sep. 30, 2022 | 202,617 | |||||
Beginning Balances at Jun. 30, 2022 | $ 1,951 | 1,740,243 | (882,795) | 2,350 | 139,184 | 1,000,933 |
Balance at beginning of period (in shares) at Jun. 30, 2022 | 195,101 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) (excluding portion attributable to redeemable noncontrolling interest) | (24,872) | (4,996) | (29,868) | |||
Change from securities and cash flow hedging activities (excluding attributable to redeemable noncontrolling interest) | 14,481 | 2,817 | 17,298 | |||
Issuance of common stock | $ 98 | 87,795 | 87,893 | |||
Issuance of units (in shares) | 9,776 | |||||
Share-based compensation | 92 | 92 | ||||
Share-based compensation (in shares) | 27 | |||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs | (1,771) | (1,771) | ||||
Trailing distribution fees | (2,940) | 1,399 | (7,921) | (9,462) | ||
Redemptions of common stock | $ (23) | (20,260) | (20,283) | |||
Redemptions of common stock (in shares) | (2,287) | |||||
Issuances of OP Units for DST Interests | 97,464 | 97,464 | ||||
Other noncontrolling interests net distributions | (31) | (31) | ||||
Distributions declared on common stock and noncontrolling interests (excludes attributable to redeemable noncontrolling interest) | (18,815) | (3,780) | (22,595) | |||
Redemption value allocation adjustment to redeemable noncontrolling interests | (304) | (304) | ||||
Redemptions of noncontrolling interests | (547) | (594) | (1,141) | |||
Reallocation of stockholders' equity and noncontrolling interests | 29,297 | (125) | (29,172) | |||
Ending Balances at Sep. 30, 2022 | $ 2,026 | 1,831,605 | (925,083) | 16,706 | 192,971 | 1,118,225 |
Balance at end of period (in shares) at Sep. 30, 2022 | 202,617 | |||||
Beginning Balances at Dec. 31, 2022 | $ 2,061 | 1,898,510 | (973,395) | 16,083 | 250,608 | 1,193,867 |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 206,108 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) (excluding portion attributable to redeemable noncontrolling interest) | (39,164) | (11,304) | (50,468) | |||
Change from securities and cash flow hedging activities (excluding attributable to redeemable noncontrolling interest) | 2,847 | 396 | 3,243 | |||
Issuance of common stock | $ 119 | 103,731 | $ 103,850 | |||
Issuance of units (in shares) | 11,854 | 11,900 | ||||
Share-based compensation | 196 | $ 196 | ||||
Share-based compensation (in shares) | 35 | |||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs | (3,421) | (3,421) | ||||
Trailing distribution fees | (881) | 4,354 | (3,167) | 306 | ||
Redemptions of common stock | $ (170) | (145,764) | $ (145,934) | |||
Redemptions of common stock (in shares) | (16,986) | (16,986) | ||||
Issuances of OP Units for DST Interests | 84,725 | $ 84,725 | ||||
Other noncontrolling interests net distributions | (7) | (7) | ||||
Distributions declared on common stock and noncontrolling interests (excludes attributable to redeemable noncontrolling interest) | (58,911) | (16,644) | (75,555) | |||
Redemption value allocation adjustment to redeemable noncontrolling interests | 298 | 298 | ||||
Redemptions of noncontrolling interests | (3,354) | (23,923) | (27,277) | |||
Reallocation of stockholders' equity and noncontrolling interests | 28,056 | (829) | (27,227) | |||
Ending Balances at Sep. 30, 2023 | $ 2,010 | 1,877,371 | (1,067,116) | 18,101 | 253,457 | 1,083,823 |
Balance at end of period (in shares) at Sep. 30, 2023 | 201,011 | |||||
Beginning Balances at Jun. 30, 2023 | $ 2,049 | 1,910,433 | (1,033,940) | 17,965 | 274,337 | 1,170,844 |
Balance at beginning of period (in shares) at Jun. 30, 2023 | 204,870 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) (excluding portion attributable to redeemable noncontrolling interest) | (14,410) | (4,477) | (18,887) | |||
Change from securities and cash flow hedging activities (excluding attributable to redeemable noncontrolling interest) | 123 | 38 | 161 | |||
Issuance of common stock | $ 24 | 20,015 | 20,039 | |||
Issuance of units (in shares) | 2,366 | |||||
Share-based compensation | 46 | 46 | ||||
Share-based compensation (in shares) | 35 | |||||
Upfront offering costs, including selling commissions, dealer manager fees, and offering costs | (784) | (784) | ||||
Trailing distribution fees | 415 | 1,430 | 803 | 2,648 | ||
Redemptions of common stock | $ (63) | (52,552) | (52,615) | |||
Redemptions of common stock (in shares) | (6,260) | |||||
Distributions declared on common stock and noncontrolling interests (excludes attributable to redeemable noncontrolling interest) | (20,196) | (6,247) | (26,443) | |||
Redemption value allocation adjustment to redeemable noncontrolling interests | 55 | 55 | ||||
Redemptions of noncontrolling interests | (11,241) | (11,241) | ||||
Reallocation of stockholders' equity and noncontrolling interests | (257) | 13 | 244 | |||
Ending Balances at Sep. 30, 2023 | $ 2,010 | $ 1,877,371 | $ (1,067,116) | $ 18,101 | $ 253,457 | $ 1,083,823 |
Balance at end of period (in shares) at Sep. 30, 2023 | 201,011 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Net loss attributable to redeemable noncontrolling interests | $ (146) | $ (253) | $ (390) | $ (67) |
Unrealized gain (loss) from derivative instruments allocated to redeemable noncontrolling interest | 2 | 147 | 25 | 283 |
Distribution fees attributable to redeemable noncontrolling interest | $ 204 | $ 192 | $ 588 | $ 543 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net loss | $ (50,858) | $ (11,894) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Real estate-related depreciation and amortization | 99,201 | 101,067 |
Straight-line rent and amortization of above- and below-market leases | (5,464) | (5,941) |
Gain on sale of real estate property | (36,884) | (94,827) |
Performance participation allocation | 0 | 22,088 |
Impairment loss on debt-related investment held for sale | 3,780 | 0 |
Equity in loss (income) of unconsolidated joint venture partnerships | 3,727 | (2,298) |
Loss on extinguishment of debt and financing commitments, net | 700 | 0 |
Provision for current expected credit losses | 2,950 | 0 |
Amortization of deferred financing costs | 5,100 | 5,464 |
Increase in financing obligation liability appreciation | 1,761 | 24,721 |
Unrealized loss (gain) on derivative instruments not designated as cash flow hedges | 3,822 | (4,223) |
Other | 4,506 | 6,400 |
Changes in operating assets and liabilities | ||
Other assets, accounts payable and accrued expenses and other liabilities | 9,137 | 19,150 |
Cash settlement of accrued performance participation allocation | (23,747) | 0 |
Net cash provided by operating activities | 17,731 | 59,707 |
Investing activities: | ||
Real estate acquisitions | (262,044) | (1,181,616) |
Capital expenditures | (34,576) | (25,309) |
Proceeds from disposition of real estate property | 53,735 | 274,816 |
Investments in debt-related investments | (27,911) | (49,699) |
Principal collections on debt-related investments | 64,948 | 4,084 |
Investments in unconsolidated joint venture partnerships | (27,830) | (47,906) |
Investments in available-for-sale debt securities | (90,331) | 0 |
Other | 2,199 | (13) |
Net cash used in investing activities | (321,810) | (1,025,643) |
Financing activities: | ||
Proceeds from mortgage notes | 83,500 | 0 |
Repayments of mortgage notes | (71,612) | (1,408) |
Net proceeds from (repayments of) line of credit | 163,000 | (71,000) |
Proceeds from term loan | 0 | 275,000 |
Redemptions of common stock | (145,934) | (48,783) |
Distributions paid to common stockholders, redeemable noncontrolling interest holders and noncontrolling interest holders | (44,686) | (36,104) |
Proceeds from issuance of common stock | 79,590 | 311,106 |
Proceeds from financing obligations, net | 299,749 | 576,541 |
Offering costs for issuance of common stock and private placements | (11,466) | (11,963) |
Redemption of noncontrolling interests | (27,277) | (4,506) |
Redemption of redeemable noncontrolling interests | 0 | (7,724) |
Debt issuance costs paid | (1,378) | (1,542) |
Interest rate cap premiums | (17,941) | 0 |
Net cash provided by financing activities | 305,545 | 979,617 |
Net increase in cash, cash equivalents and restricted cash | 1,466 | 13,681 |
Cash, cash equivalents and restricted cash, at beginning of period | 17,186 | 14,352 |
Cash, cash equivalents and restricted cash, at end of period | $ 18,652 | $ 28,033 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Unless the context otherwise requires, the “Company,” “we,” “our” or “us” refers to Ares Real Estate Income Trust Inc. and its consolidated subsidiaries. We are externally managed by our advisor. The accompanying unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain disclosures normally included in the annual audited financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been omitted. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 20, 2023 (“2022 Form 10-K”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, higher interest rates and challenges in the supply chain, coupled with the war in Ukraine and the escalating conflict in the Middle East, have the potential to negatively impact us. These current macroeconomic conditions may continue or aggravate and could cause the United States to experience an economic slowdown or recession. We anticipate our business and operations could be materially adversely affected by a prolonged recession in the United States. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with GAAP. As used herein, the term “commercial” refers to our office, retail and industrial properties or customers, as applicable. Reclassifications Certain items in our condensed consolidated balance sheets as of December 31, 2022, our condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and our condensed consolidated statements of cash flows for the nine months ended September 30, 2022 have been reclassified to conform to the 2023 presentation. Revision of Immaterial Overstatement of Noncontrolling Interests During the three months and nine months period ended September 30, 2023, we identified misstatements associated with allocations between stockholders’ equity and noncontrolling interests. Specifically, noncontrolling interests were not adjusted through additional paid-in capital and accumulated other comprehensive income within stockholders’ equity to reflect the changing ownership percentage of third-party holders of partnership units (“OP Units”) in AREIT Operating Partnership LP (the “Operating Partnership”) each period dating back to 2008. Based on an analysis of ASC 250 “Accounting Changes and Error Corrections” and Staff Accounting Bulletin 99 “Materiality,” we determined that these allocation misstatements were immaterial to the previously issued consolidated financial statements. Also, these immaterial misstatements have no impact on our net income, net assets, cash flows, or the value of our common stock or OP Units. Each period the ownership of the Operating Partnership varies between us, as the general partner and a limited partner, and the other limited partners of the Operating Partnership. This occurs for a variety of reasons, including the issuance of common stock or OP Units at net asset value (“NAV”), the redemption of common stock or OP Units at NAV, and the exchange or transfer of OP Units. Transactions that change our ownership interest in the Operating Partnership are accounted for as equity transactions if we retain our controlling financial interest in the Operating Partnership and no gain or loss is recognized in net income. Subsequently, the net equity balance in the Operating Partnership should be adjusted to reflect the changes in ownership of the Operating Partnership between us and the other limited partners. These adjustments are based on their respective ownership at the end of each period and are reflected as a reallocation between additional paid-in capital and accumulated other comprehensive income within stockholders’ equity and noncontrolling interests within our equity section on our condensed consolidated balance sheets and our unaudited condensed consolidated statements of equity. The following table summarizes the effects of these reallocations on prior period balances: Cumulative Adjustment Current Period ($ in thousands) As Previously Reported Prior to Period Quarterly Reallocation As Revised As of December 31, 2021 Additional paid-in capital $ 1,457,296 $ 85,321 $ N/A $ 1,542,617 Accumulated other comprehensive income (loss) $ (13,418) $ 3,855 $ N/A $ (9,563) Noncontrolling interests $ 196,696 $ (89,176) $ N/A $ 107,520 As of June 30, 2022 Additional paid-in capital $ 1,655,295 $ 92,133 $ (7,185) $ 1,740,243 Accumulated other comprehensive income (loss) $ (1,703) $ 4,041 $ 12 $ 2,350 Noncontrolling interests $ 228,185 $ (96,174) $ 7,173 $ 139,184 As of September 30, 2022 Additional paid-in capital $ 1,717,360 $ 84,948 $ 29,297 $ 1,831,605 Accumulated other comprehensive income (loss) $ 12,778 $ 4,053 $ (125) $ 16,706 Noncontrolling interests $ 311,144 $ (89,001) $ (29,172) $ 192,971 As of December 31, 2022 Additional paid-in capital $ 1,744,022 $ 114,245 $ 40,243 $ 1,898,510 Accumulated other comprehensive income (loss) $ 13,148 $ 3,928 $ (993) $ 16,083 Noncontrolling interests $ 408,031 $ (118,173) $ (39,250) $ 250,608 As of June 30, 2023 Additional paid-in capital $ 1,727,632 $ 152,061 $ 30,740 $ 1,910,433 Accumulated other comprehensive income (loss) $ 15,872 $ 2,731 $ (638) $ 17,965 Noncontrolling interests $ 459,231 $ (154,792) $ (30,102) $ 274,337 |
INVESTMENTS IN REAL ESTATE PROP
INVESTMENTS IN REAL ESTATE PROPERTIES | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
INVESTMENTS IN REAL ESTATE PROPERTIES | 2. INVESTMENTS IN REAL ESTATE PROPERTIES The following table summarizes our consolidated investments in real estate properties. As of (in thousands) September 30, 2023 December 31, 2022 Land $ 723,871 $ 694,998 Buildings and improvements 3,386,706 3,152,553 Intangible lease assets 325,660 317,141 Right of use asset 13,637 13,637 Investment in real estate properties 4,449,874 4,178,329 Accumulated depreciation and amortization (663,675) (572,751) Net investment in real estate properties $ 3,786,199 $ 3,605,578 Acquisitions During the nine months ended September 30, 2023, we acquired 100% of the following properties through asset acquisitions: ($ in thousands) Property Type Acquisition Date Total Purchase Price (1) 2023 Acquisitions: VM8 Logistics Center Industrial 1/19/2023 $ 17,511 Moreno Valley Distribution Center Industrial 5/2/2023 33,421 Arabelle Lincoln Station Residential 8/16/2023 80,086 BLVD Dallas Residential 9/15/2023 58,050 SLC Logistics Center Industrial 9/26/2023 77,085 Total 2023 acquisitions $ 266,153 (1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2023 acquisitions. During the nine months ended September 30, 2023, we allocated the purchase price of our acquisitions to land, building and improvements and intangible lease assets as follows: For the Nine Months Ended ($ in thousands) September 30, 2023 Land $ 36,895 Building and improvements 216,922 Intangible lease assets 11,482 Above-market lease assets 854 Total purchase price (1) $ 266,153 (1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2023 acquisitions. The weighted-average amortization period for the intangible lease assets acquired in connection with our acquisitions during the nine months ended September 30, 2023, as of the respective date of each acquisition, was 4.1 years. Dispositions During the nine months ended September 30, 2023, we sold one partial retail property for net proceeds of approximately $53.7 million. We recorded a net gain on sale of approximately $36.9 million. During the nine months ended September 30, 2022, we sold six retail properties, one office property and one retail land parcel for net proceeds of approximately $274.8 million. We recorded a net gain on sale of approximately $94.8 million. Intangible Lease Assets and Liabilities Intangible lease assets and liabilities as of September 30, 2023 and December 31, 2022 include the following: As of September 30, 2023 As of December 31, 2022 Accumulated Accumulated (in thousands) Gross Amortization Net Gross Amortization Net Intangible lease assets (1) $ 301,873 $ (228,604) $ 73,269 $ 294,208 $ (214,201) $ 80,007 Above-market lease assets (1) 23,787 (20,300) 3,487 22,933 (19,707) 3,226 Below-market lease liabilities (73,331) 35,403 (37,928) (76,033) 33,589 (42,444) (1) Included in net investment in real estate properties on the condensed consolidated balance sheets. Rental Revenue Adjustments and Depreciation and Amortization Expense The following table summarizes straight-line rent adjustments, amortization recognized as an increase (decrease) to rental revenues from above- and below-market lease assets and liabilities and real estate-related depreciation and amortization expense: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increase (decrease) to rental revenue: Straight-line rent adjustments $ 996 $ 898 $ 2,738 $ 2,864 Above-market lease amortization (194) (185) (593) (538) Below-market lease amortization 1,181 1,209 3,319 3,615 Real estate-related depreciation and amortization: Depreciation expense $ 27,413 $ 26,118 $ 80,911 $ 71,665 Intangible lease asset amortization 4,733 10,595 18,290 29,402 |
INVESTMENTS IN UNCONSOLIDATED J
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investment And Joint Venture [Abstract] | |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS | 3. INVESTMENTS IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS We have acquired interests in joint venture partnerships for purposes of investing in various assets and properties. We record our investments in AREIT-McDowell Vue Parent LLC (“Vue 1400 JV”), Pathfinder Core AREIT JV NNN Holdings, LLC (“Net Lease JV I”), Pathfinder Core AREIT Net Lease Aggregator LLC (“Net Lease JV II”), Pathfinder Core AREIT Net Lease TRS Aggregator LLC (“Net Lease JV III”), Ares PDC Common Holdings LLC (“Prime Date Center JV I”), Ares PDC Pref Investor LLC (“Prime Data Center JV II”) and MC European Real Estate Debt Parent II LP (“MERED II JV”) under the equity method on our condensed consolidated balance sheets as we have the ability to exercise significant influence in each partnership but do not have control of the entities. Each partnership invests in assets and properties across the U.S., with the exception of MERED II JV which plans to invest in assets in Europe. Other partners in Net Lease JV I, Net Lease JV II, Net Lease JV III, Prime Data Center JV I, Prime Data Center JV II and MERED II JV are affiliates of our Advisor. As of September 30, 2023, we had unfunded commitments of $90.2 million, in aggregate, related to our investments in unconsolidated joint venture partnerships. The following table summarizes our investments in unconsolidated joint venture partnerships as of September 30, 2023 and December 31, 2022: Investments in Unconsolidated Investment Ownership Percentage as of Joint Venture Partnerships as of ($ in thousands) Type September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Vue 1400 JV Residential 85.0 % 85.0 % $ 24,628 $ 25,984 Net Lease JV I Net Lease 50.0 % 50.0 % 16,081 16,393 Net Lease JV II Net Lease 50.0 % 50.0 % 58,916 65,763 Net Lease JV III Net Lease 50.0 % 50.0 % 22,846 12,232 Prime Data Center JV I Data Center 13.0 % N/A 11,667 N/A Prime Data Center JV II Data Center 13.0 % N/A 7,778 N/A MERED II JV (1) Debt 19.9 % N/A — N/A Total investments in unconsolidated joint venture partnerships $ 141,916 $ 120,372 (1) As of September 30, 2023, we had no t made any contributions to MERED II JV and had an unfunded capital commitment of $74.6 million, with provisions to increase our total capital commitment with approval from the limited and general partners. |
INVESTMENTS IN REAL ESTATE DEBT
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES | 9 Months Ended |
Sep. 30, 2023 | |
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES. | |
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES | 4. INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES Debt-Related Investments The following table summarizes our debt-related investments as of September 30, 2023 and December 31, 2022: Weighted-Average Weighted-Average ($ in thousands) Carrying Amount (1) Outstanding Principal (1) Interest Rate Remaining Life (Years) As of September 30, 2023 Senior loans (2) $ 110,918 $ 118,414 9.0 % 1.7 Mezzanine loans 107,282 108,500 11.4 1.1 Total debt-related investments (2) $ 218,200 $ 226,914 10.4 % 1.4 As of December 31, 2022 Senior loans (2) $ 151,645 $ 154,622 8.5 % 2.1 Mezzanine loans 108,794 108,500 10.4 1.9 Total debt-related investments (2) $ 260,439 $ 263,122 9.5 % 2.0 (1) The difference between the carrying amount and the outstanding principal amount of the debt-related investments consists of unamortized purchase discount, deferred financing costs, loan origination costs, and any recorded credit loss reserves, if applicable. (2) As of September 30, 2023 and December 31, 2022, carrying amounts include $37.8 million and $42.0 million, respectively, related to one senior loan debt-related investment that was in default and on non-accrual status. Outstanding principal includes $43.8 million related to this senior loan as of September 30, 2023 and December 31, 2022. During the nine months ended September 30, 2023, we recorded an impairment loss of $3.8 million related to this senior loan. There was no impairment loss recorded during the three months ended September 30, 2023. The impairment loss is included in impairment loss on debt-related investment held for sale on the condensed consolidated statements of operations. This senior loan is held-for-sale and therefore the carrying amount has been reduced to its fair value as of both September 30, 2023 and December 31, 2022. Weighted-average interest rate and weighted-average remaining life excludes this senior loan from its calculations. During the nine months ended September 30, 2023, we received full repayment of $64.9 million outstanding principal on a senior loan debt-related investment. Current Expected Credit Losses Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requires us to reflect current expected credit losses (“CECL”) on both the outstanding balances and unfunded commitments on loans held for investment and requires consideration of a broad range of historical experience adjusted for current conditions and reasonable and supportable forecast information to inform credit loss estimates (the “CECL Reserve”). ASU No. 2016-13 was effective for annual reporting periods beginning after December 15, 2019, including interim periods within that reporting period. ASU No. 2016-13 was adopted by us as of January 1, 2020. Increases and decreases to expected credit losses impact earnings and are recorded within the provision for current expected credit losses in our condensed consolidated statements of operations. The CECL Reserve related to outstanding balances on loans held for investment required under ASU No. 2016-13 is a valuation account that is deducted from the amortized cost basis of our loans held for investment in our condensed consolidated balance sheets. The CECL Reserve related to unfunded commitments on loans held for investment is recorded within other liabilities in our condensed consolidated balance sheets. We estimate our CECL Reserve primarily using a probability-weighted model that considers the likelihood of default and expected loss given default for each individual loan. Calculation of the CECL Reserve requires loan specific data, which includes capital senior to us when we are the subordinate lender, changes in net operating income, debt service coverage ratio, loan-to-value, occupancy, property type and geographic location. Estimating the CECL Reserve also requires significant judgment with respect to various factors, including (i) the appropriate historical loan loss reference data, (ii) the expected timing of loan repayments, (iii) calibration of the likelihood of default to reflect the risk characteristics of our floating rate loan portfolio and (iv) our current and future view of the macroeconomic environment. We may consider loan-specific qualitative factors on certain loans to estimate our CECL Reserve. In order to estimate the future expected loan losses relevant to our portfolio, we utilize historical market loan loss data licensed from a third-party data service. For periods beyond the reasonable and supportable forecast period, we revert back to historical loss data. Loan balances that are deemed to be uncollectible are written off as a realized loss and are deducted from our CECL Reserve. The write-offs are recorded in the period in which the loan balance is deemed uncollectible based on management’s judgment. As of September 30, 2023, our CECL Reserve for our debt-related investment portfolio is $2.9 million or 1.0% of our debt- related investment commitment balance of $289.1 million, excluding debt-related investments held-for-sale. During the three months ended September 30, 2023, we recognized a decrease in provision for current expected credit losses of $1.0 million, and during the nine months ended September 30, 2023, we recognized an increase in provision for current expected credit losses of $3.0 million. The debt-related investment commitment balance is comprised of $183.1 million of funded commitments and $106.0 million of unfunded commitments with associated CECL Reserves of $1.8 million and $1.1 million, respectively. The CECL Reserve for unfunded commitments is based on the unfunded portion of the loan commitment over the full contractual period over which we are exposed to credit risk through a current obligation to extend credit and is recorded as an other liability on the condensed consolidated balance sheets. The calculation of the CECL Reserve excludes one debt-related investment that is currently held for sale. There have been no write-offs or recoveries Available-for-Sale Debt Securities We acquire debt securities that are commercial real estate collateralized loan obligations (“CRE CLOs”) primarily for cash management and investment purposes. Additionally in the second quarter of 2023, we originated a preferred equity investment that is recognized as a debt security as it has a mandatory redemption feature and meets the definition of a security under Financial Accounting Standards Board (“ As of September 30, 2023 we had one preferred equity investment and one CRE CLO designated as available-for-sale debt securities. As of December 31, 2022, we had We have $11.9 million in unfunded commitments related to our preferred equity investment as of September 30, 2023. ($ in thousands) Face Amount Amortized Cost Unamortized Discount Unamortized Fees (1) Unrealized Gain, Net (2) Fair Value As of September 30, 2023 CRE CLOs $ 14,979 $ 14,886 $ 93 $ — $ 148 $ 15,034 Preferred equity 93,095 92,166 — 929 — 92,166 Total debt securities $ 108,074 $ 107,052 $ 93 $ 929 $ 148 $ 107,200 As of December 31, 2022 CRE CLOs $ 14,979 $ 14,870 $ 109 $ — $ 26 $ 14,896 Total debt securities $ 14,979 $ 14,870 $ 109 $ — $ 26 $ 14,896 (1) Includes unamortized loan origination fees received on debt securities. (2) Represents cumulative unrealized gain beginning from acquisition date. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | 5. DEBT A summary of our consolidated debt is as follows: Weighted-Average Effective Interest Rate as of Balance as of September 30, December 31, September 30, December 31, ($ in thousands) 2023 2022 Current Maturity Date 2023 2022 Line of credit (1) 5.43 % 5.72 % November 2025 $ 398,000 $ 235,000 Term loan (2) 3.31 3.90 November 2026 400,000 400,000 Term loan (3) 4.26 4.56 January 2027 400,000 400,000 Fixed-rate mortgage notes 3.80 3.48 January 2027 - May 2031 392,904 380,316 Floating-rate mortgage notes (4) 4.63 4.52 October 2024 - October 2026 207,600 207,600 Total principal amount / weighted-average (5) 4.25 % 4.31 % $ 1,798,504 $ 1,622,916 Less: unamortized debt issuance costs $ (13,063) $ (14,849) Add: unamortized mark-to-market adjustment on assumed debt 7,628 8,408 Total debt, net $ 1,793,069 $ 1,616,475 Gross book value of properties encumbered by debt $ 1,019,217 $ 970,310 (1) The effective interest rate is calculated based on the Term Secured Overnight Financing Rate (“Term SOFR”) plus an 11.448 basis point adjustment (“Adjusted Term SOFR”), plus a margin ranging from 1.25% to 2.00% depending on our consolidated leverage ratio. As of September 30, 2023, the unused and available portions under the line of credit were approximately $502.0 million and $428.5 million, respectively. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate cap agreements relating to $150.0 million in borrowings under this line of credit. The line of credit is available for general business purposes including, but not limited to, refinancing of existing indebtedness and financing the acquisition of permitted investments, including commercial properties. (2) The effective interest rate is calculated based on Adjusted Term SOFR, plus a margin ranging from 1.20% to 1.90% depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $300.0 million in borrowings under this term loan and an interest rate cap agreement relating to $100.0 million in borrowings under this term loan. (3) The effective interest rate is calculated based on Adjusted Term SOFR, plus a margin ranging from 1.20% to 1.90% depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $350.0 million in borrowings under this term loan and an interest rate cap agreement relating to $50.0 million in borrowings under this term loan. (4) The effective interest rate is calculated based on Adjusted Term SOFR plus a margin. As of both September 30, 2023 and December 31, 2022, our floating-rate mortgage notes were subject to interest rate spreads ranging from 1.55% to 2.50% . The weighted-average interest rate is the all-in interest rate, including the effects of interest rate cap agreements which capped the effective interest rates of our two floating-rate mortgage notes at 4.61% and 4.66% , respectively, as of September 30, 2023. (5) The weighted-average remaining term of our consolidated borrowings was approximately 3.2 years as of September 30, 2023, excluding the impact of certain extension options. For the three months ended September 30, 2023 and 2022, the amount of interest incurred related to our consolidated indebtedness, excluding amortization of debt issuance costs, was $21.2 million and $15.8 million, respectively. For the nine months ended September 30, 2023 and 2022, the amount of interest incurred related to our consolidated indebtedness, excluding amortization of debt issuance costs, was $61.4 million and $37.6 million, respectively. See “Note 6” for the amount of interest incurred related to the DST Program (as defined below). As of September 30, 2023, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows: (in thousands) Line of Credit (1) Term Loans Mortgage Notes (2) Total Remainder of 2023 $ — $ — $ 526 $ 526 2024 — — 129,265 129,265 2025 398,000 — 2,646 400,646 2026 — 400,000 85,396 485,396 2027 — 400,000 177,034 577,034 Thereafter — — 205,637 205,637 Total principal payments $ 398,000 $ 800,000 $ 600,504 $ 1,798,504 (1) The term of the line of credit may be extended pursuant to two six-month extension options, subject to certain conditions. (2) A $127.0 million mortgage note matures in October 2024 and the term may be extended pursuant to a one-year extension option, subject to certain conditions. A $115.0 million mortgage note matures in January 2027 and may be extended pursuant to two one-year extension options, subject to certain conditions. Debt Covenants Our line of credit, term loans and mortgage note agreements contain various property-level covenants, including customary affirmative and negative covenants. In addition, the line of credit and term loan agreements contain certain corporate-level financial covenants, including leverage ratio, fixed charge coverage ratio and tangible net worth thresholds. We were in compliance with our debt covenants as of September 30, 2023. Derivative Instruments To manage interest rate risk for certain of our variable-rate debt, we use interest rate derivative instruments as part of our risk management strategy. These derivatives are designed to mitigate the risk of future interest rate increases by either providing a fixed interest rate or capping the variable interest rate for a limited, pre-determined period of time. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for us making fixed-rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate caps involve the receipt of variable amounts from a counterparty at the end of each period in which the interest rate exceeds the agreed fixed price. Certain of our variable-rate borrowings are not hedged, and therefore, to an extent, we have ongoing exposure to interest rate movements. For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss is recorded as a component of accumulated other comprehensive income (loss) (“AOCI”) on the condensed consolidated balance sheets and is reclassified into earnings as interest expense for the same period that the hedged transaction affects earnings, which is when the interest expense is recognized on the related debt. During the next 12 months, we estimate that approximately $17.2 million will be reclassified as a decrease to interest expense related to active effective hedges of existing floating-rate debt. As of September 30, 2023, we have two interest rate cap derivative instruments that are not designated as cash flow hedges and therefore, changes in fair value are recognized through income. As a result, in periods with high interest rate volatility, we may experience significant fluctuations in our net income (loss). The following table summarizes the location and fair value of our consolidated derivative instruments on our condensed consolidated balance sheets: Number of Fair Value ($ in thousands) Contracts Notional Amount (1) Other Assets Other Liabilities As of September 30, 2023 Interest rate swaps designated as cash flow hedges 12 $ 650,000 $ 19,860 $ — Interest rate caps designated as cash flow hedges 4 300,000 18,349 Interest rate caps not designated as cash flow hedges 2 207,600 292 — Total derivative instruments 18 $ 1,157,600 $ 38,501 $ — As of December 31, 2022 Interest rate swaps designated as cash flow hedges 12 $ 650,000 $ 20,279 $ — Interest rate caps not designated as cash flow hedges 2 207,600 4,169 — Total derivative instruments 14 $ 857,600 $ 24,448 $ — (1) Excludes $127.0 million of notional amount for one interest rate cap agreement entered into in September 2023 with an effective date in October 2023. This interest rate cap agreement is replacing a separate interest rate cap agreement with a $127.0 million notional amount that is expiring in October 2023. The following table presents the effect of our consolidated derivative instruments on our condensed consolidated financial statements: For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2023 2022 2023 2022 Derivative instruments designated as cash flow hedges: Gain recognized in AOCI $ 5,346 $ 17,114 $ 15,492 $ 27,976 Amount reclassified from AOCI (out of) into interest expense (5,252) 331 (12,346) 3,282 Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded 33,967 42,255 109,394 100,439 Derivative instruments not designated as cash flow hedges: Unrealized (loss) gain on derivative instruments recognized in other income (expenses) (1) $ (1,497) $ 1,691 $ (3,822) $ 4,223 Realized gain on derivative instruments recognized in other income (expenses) (2) 1,421 — 3,835 — (1) Unrealized (loss) gain on changes in fair value of derivative instruments relates to mark-to-market changes on our derivatives not designated as cash flow hedges. (2) Realized gain on derivative instruments relates to interim cash settlements for our derivatives not designated as cash flow hedges. |
DST PROGRAM
DST PROGRAM | 9 Months Ended |
Sep. 30, 2023 | |
Delaware Statutory Trust Program [Abstract] | |
DST PROGRAM | 6. DST PROGRAM We have a program to raise capital through private placement offerings by selling beneficial interests (“DST Interests”) in specific Delaware statutory trusts holding real properties (the “DST Program”). Under the DST Program, each private placement offers interests in one or more real properties placed into one or more Delaware statutory trusts by the Operating Partnership or its affiliates (“DST Properties”). In order to facilitate additional capital raise through the DST Program, we have made and may continue to offer loans (“DST Program Loans”) to finance a portion of the sale of DST Interests in the trusts holding DST Properties to potential investors. As of September 30, 2023 and December 31, 2022, our DST Program Loans had a combined carrying value of $116.2 million and $81.9 million, respectively, a weighted-average interest rate of 5.00% and 4.47%, respectively, and a weighted-average maturity of 8.3 years and 9.2 years, respectively. We include our investments in DST Program Loans separately on our condensed consolidated balance sheets in the DST Program Loans line item and we include income earned from DST Program Loans in other income and expenses on our condensed consolidated statements of operations. Credit loss reserves associated with our DST Program Loans were immaterial as of and for the periods ended September 30, 2023 and 2022. The following table presents our DST Program activity for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 DST Interests sold $ 158,399 $ 212,118 $ 351,906 $ 654,781 DST Interests financed by DST Program Loans 12,881 17,286 40,196 45,318 Income earned from DST Program Loans (1) 1,386 942 3,652 2,443 (Decrease) increase in financing obligation liability appreciation (2) (3,023) 12,189 1,761 24,721 Rent obligation incurred under master lease agreements (2) 14,851 12,708 42,785 33,565 (1) Included in other income and expenses on the condensed consolidated statements of operations. (2) Included in interest expense on the condensed consolidated statements of operations. The Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trusts from the investors at a later time in exchange for OP Units. We record DST Interests as financing obligation liabilities for accounting purposes. If we exercise our option to reacquire a DST property by issuing OP Units in exchange for DST Interests, we relieve the related financing obligation liability and DST Program Loans and record the issuance of the OP Units as an issuance of equity. During the nine months ended September 30, 2023 and 2022, 9.8 million OP Units and 15.8 million OP Units, respectively, were issued in exchange for DST Interests, for a net investment of $84.7 million and $136.9 million, respectively, in accordance with our Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 7. FAIR VALUE We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of the amounts that we would realize upon disposition of our financial instruments. Fair Value Measurements on a Recurring Basis The following table presents our financial instruments measured at fair value on a recurring basis: Total (in thousands) Level 1 Level 2 Level 3 Fair Value As of September 30, 2023 Assets: Derivative instruments $ — $ 38,501 $ — $ 38,501 Available-for-sale debt securities — 15,034 92,166 107,200 Total assets measured at fair value $ — $ 53,535 $ 92,166 $ 145,701 As of December 31, 2022 Assets: Derivative instruments $ — $ 24,448 $ — $ 24,448 Available-for-sale debt securities — 14,896 — 14,896 Total assets measured at fair value $ — $ 39,344 $ — $ 39,344 The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Derivative Instruments. Available-for-Sale Debt Securities. In such cases, the initial value will generally be determined . Following the initial measurement, fair value is estimated by utilizing or reviewing certain of the following: (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield, debt-service coverage and/or loan-to-value ratios, and (vii) borrower financial condition and performance. The inputs used in estimating the fair value of these preferred equity investments are generally considered Level 3. As of September 30, 2023, we had one preferred equity investment without a readily available market quotation. The following table presents our financial instruments measured at fair value on a recurring basis using Level 3 inputs: Available-For-Sale ($ in thousands) Debt Securities Total Balance as of December 31, 2022 $ — $ — Purchases and contributions 90,331 90,331 Capitalized interest 2,764 2,764 Loan origination fees received (1,022) (1,022) Amortization of loan origination fees (1) 93 93 Balance as of September 30, 2023 $ 92,166 $ 92,166 (1) Included in debt-related income on the condensed consolidated statements of operations. The following tables presents the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy as of September 30, 2023: Valuation Unobservable Weighted-Average Impact to Valuation from ($ in thousands) Fair Value Technique Inputs Rate an Increase to Input Assets: Available-for-sale debt securities $ 92,166 Yield Method Market Yield 13.3 % Decrease Financial Assets and Liabilities Not Measured at Fair Value As of September 30, 2023 and December 31, 2022, the fair values of cash and cash equivalents, restricted cash, tenant receivables, accounts payable and accrued expenses and distributions payable approximate their carrying values because of the short-term nature of these instruments. The table below includes fair values for certain of our financial instruments for which it is practicable to estimate fair value. The carrying values and fair values of these financial instruments were as follows: As of September 30, 2023 As of December 31, 2022 Level in Fair Carrying Fair Carrying Fair (in thousands) Value Hierarchy Value (1) Value Value (1) Value Assets: Debt-related investments 3 $ 226,914 $ 221,012 $ 263,122 $ 260,841 DST Program Loans 3 116,195 111,467 81,897 79,049 Liabilities: Line of credit 3 $ 398,000 $ 398,000 $ 235,000 $ 235,000 Term loans 3 800,000 800,000 800,000 800,000 Mortgage notes 3 600,504 554,708 587,916 541,558 (1) The carrying value reflects the principal amount outstanding. The initial value of debt-related investments will generally be determined using the acquisition price of such investment if acquired, or the par value of such investment if originated. Following the initial measurement, fair value is estimated by utilizing or reviewing certain of the following: (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield, debt-service coverage and/or loan-to-value ratios, and (vii) borrower financial condition and performance. Fair value of DST Program Loans, line of credit, term loans and mortgage notes is estimated based on a discounted cash flow methodology, taking into consideration various factors including current market rates and conditions and similar agreements with comparable loan-to-value ratios and credit profiles, as applicable. Debt instruments with near-term maturities are generally valued at par. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
EQUITY | 8. EQUITY Public Offerings We intend to conduct a continuous public offering that will not have a predetermined duration, subject to continued compliance with the rules and regulations of the SEC and applicable state laws. On May 3, 2022, the SEC declared our registration statement on Form S-11 with respect to our fourth public offering of up to $10.0 billion of shares of its common stock effective, and the fourth public offering commenced the same day. We ceased selling shares of our common stock under our third public offering of up to $3.0 billion of shares immediately upon the effectiveness of the registration statement for the fourth public offering. Under the fourth public offering, we are offering up to $8.5 billion of shares of our common stock in the primary offering and up to $1.5 billion of shares of our common stock pursuant to our distribution reinvestment plan, in any combination of Class T shares, Class D shares, Class S shares and Class I shares. We may reallocate amounts between the primary offering and distribution reinvestment plan. Pursuant to our public offerings, we offered and continue to offer shares of our common stock at the “transaction price,” plus applicable upfront selling commissions and dealer manager fees. The “transaction price” generally is equal to the NAV per share of our common stock most recently disclosed. Our NAV per share is calculated as of the last calendar day of each month for each of our outstanding classes of stock, and will be available generally within 15 calendar days after the end of the applicable month. Shares issued pursuant to our distribution reinvestment plan are offered at the transaction price, as indicated above, in effect on the distribution date. We may update a previously disclosed transaction price in cases where we believe there has been a material change (positive or negative) to our NAV per share relative to the most recently disclosed monthly NAV per share. During the nine months ended September 30, 2023, we raised gross proceeds of approximately $103.9 million from the sale of approximately 11.9 million shares of our common stock in our ongoing public offerings, including proceeds from our distribution reinvestment plan of approximately $24.3 million. Common Stock The following table describes the changes in each class of common shares during the periods presented below: Class T Class S Class D Class I Class E Total (in thousands) Shares Shares Shares Shares Shares Shares FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 Balance as of June 30, 2022 21,672 46,163 7,947 64,741 54,578 195,101 Issuance of common stock: Primary shares 2,994 2,303 135 3,483 — 8,915 Distribution reinvestment plan 109 211 39 321 181 861 Share-based compensation — — — 27 — 27 Redemptions of common stock (49) (531) (188) (417) (1,102) (2,287) Conversions (14) — — 14 — — Balance as of September 30, 2022 24,712 48,146 7,933 68,169 53,657 202,617 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of June 30, 2023 28,741 49,750 7,227 68,105 51,047 204,870 Issuance of common stock: Primary shares 416 457 58 448 — 1,379 Distribution reinvestment plan 150 250 38 361 188 987 Share-based compensation — — — 35 — 35 Redemptions of common stock (430) (1,350) (294) (2,507) (1,679) (6,260) Conversions (44) 27 (15) 40 (8) — Balance as of September 30, 2023 28,833 49,134 7,014 66,482 49,548 201,011 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 Balance as of December 31, 2021 16,425 35,757 6,749 54,406 56,328 169,665 Issuance of common stock: Primary shares 8,183 12,627 1,628 13,666 — 36,104 Distribution reinvestment plan 301 604 114 928 569 2,516 Share-based compensation — — — 27 — 27 Redemptions of common stock (82) (842) (558) (973) (3,240) (5,695) Conversions (115) — — 115 — — Balance as of September 30, 2022 24,712 48,146 7,933 68,169 53,657 202,617 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of December 31, 2022 26,884 49,237 7,871 69,142 52,974 206,108 Issuance of common stock: Primary shares 2,923 2,426 134 3,552 — 9,035 Distribution reinvestment plan 423 709 115 1,031 541 2,819 Share-based compensation — — — 35 — 35 Redemptions of common stock (1,234) (3,289) (723) (7,781) (3,959) (16,986) Conversions (163) 51 (383) 503 (8) — Balance as of September 30, 2023 28,833 49,134 7,014 66,482 49,548 201,011 Distributions The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for the periods below: Amount Common Stock Declared per Distributions Other Cash Reinvested in Distribution Gross (in thousands, except per share data) Common Share (1) Paid in Cash Distributions (2) Shares Fees (3) Distributions (4) 2023 March 31 $ 0.09375 $ 9,912 $ 5,271 $ 8,009 $ 1,461 $ 24,653 June 30 0.09375 9,896 5,510 7,974 1,463 24,843 September 30 0.10000 10,335 6,451 8,431 1,430 26,647 Total $ 0.28750 $ 30,143 $ 17,232 $ 24,414 $ 4,354 $ 76,143 2022 March 31 $ 0.09375 $ 8,837 $ 3,018 $ 6,876 $ 1,030 $ 19,761 June 30 0.09375 9,299 3,157 7,362 1,259 21,077 September 30 0.09375 9,684 3,972 7,732 1,399 22,787 December 31 0.09375 9,859 4,559 7,923 1,478 23,819 Total $ 0.37500 $ 37,679 $ 14,706 $ 29,893 $ 5,166 $ 87,444 (1) Amount reflects the total gross quarterly distribution rate authorized by our board of directors per Class T share, per Class S share, per Class D share, per Class I share and per Class E share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares, Class S shares and Class D shares of common stock are reduced by the respective distribution fees that are payable with respect to Class T shares, Class S shares and Class D shares. (2) Consists of distribution fees paid to Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to OP Units and distributions paid to holders of OP Units and other noncontrolling interest holders. (3) Distribution fees are paid monthly to the Dealer Manager, with respect to Class T shares, Class S shares and Class D shares issued in the primary portion of our public offerings only. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. (4) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares, Class S shares and Class D shares issued in the primary portion of our public offerings. Redemptions and Repurchases Below is a summary of redemptions and repurchases pursuant to our share redemption program for the nine months ended September 30, 2023 and 2022. All eligible redemption requests were fulfilled for the periods presented. Eligible redemption requests are requests submitted in good order by the request submission deadline set forth in the share redemption program. Our board of directors may modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders. For the Nine Months Ended September 30, (in thousands, except for per share data) 2023 2022 Number of shares redeemed or repurchased 16,986 5,695 Aggregate dollar amount of shares redeemed or repurchased $ 145,934 $ 48,783 Average redemption or repurchase price per share $ 8.59 $ 8.57 |
REDEEMABLE NONCONTROLLING INTER
REDEEMABLE NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2023 | |
Redeemable Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTERESTS | 9. REDEEMABLE NONCONTROLLING INTERESTS The Operating Partnership’s net income and loss will generally be allocated to the general partner and the limited partners in accordance with the respective percentage interest in the OP Units issued by the Operating Partnership. The Operating Partnership issued OP Units to the Advisor and Black Creek Diversified Property Advisors Group LLC (the “Former Sponsor”) as payment of the performance participation allocation (also referred to as the performance component of the advisory fee) pursuant to the advisory agreement. We have classified these OP Units as redeemable noncontrolling interests in mezzanine equity on the condensed consolidated balance sheets. The redeemable noncontrolling interests are 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 OP Units at the end of each measurement period. As of both September 30, 2023 and December 31, 2022, we had 2.0 million redeemable OP Units outstanding. The following table summarizes the redeemable noncontrolling interests activity for the nine months ended September 30, 2023 and 2022: For the Nine Months Ended September 30, ($ in thousands) 2023 2022 Balance at beginning of the year $ 18,130 $ 8,994 Settlement of prior year performance participation allocation (1) — 15,327 Distributions to redeemable noncontrolling interests (588) (543) Redemptions to redeemable noncontrolling interests (2) — (7,724) Net loss attributable to redeemable noncontrolling interests (390) (67) Change from securities and cash flow hedging activities attributable to redeemable noncontrolling interests 25 283 Redemption value allocation adjustment to redeemable noncontrolling interests (3) (298) 1,900 Ending balance $ 16,879 $ 18,170 (1) There were no OP Units issued related to the 2022 performance participation allocation, as the $23.7 million payable as of December 31, 2022 was, at the election of the Advisor, settled in cash in January 2023. The 2021 performance participation allocation in the amount of $15.3 million became payable on December 31, 2021, and was issued as 1.9 million Class I OP Units in January 2022. At the direction of the Advisor and in light of our Former Sponsor having been the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”) for the first six months of 2021, the holder of the Special Units designated 465,000 of these Class I OP Units to an entity owned indirectly by our Chairman at the time, Mr. Mulvihill, and 465,000 of these Class I OP Units to an entity owned indirectly by a member of our Former Sponsor. The holder of the Special Units transferred 945,000 Class I OP Units to the Advisor thereafter. (2) At the request of the Advisor, the Operating Partnership redeemed all Class I OP Units issued to the Advisor in January 2022 for $7.7 million. (3) Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value, at the end of the measurement period. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | 10. NONCONTROLLING INTERESTS OP Units The following table summarizes the number of OP Units issued and outstanding to third-party investors (excludes interests held by redeemable noncontrolling interest holders): For the Nine Months Ended September 30, (in thousands) 2023 2022 Balance at beginning of period 55,079 27,180 Issuance of units 9,845 15,814 Redemption of units (3,175) (536) Balance at end of period 61,749 42,458 Subject to certain restrictions and limitations, the holders of OP Units may redeem all or a portion of their OP Units for either: shares of the equivalent class of common stock, cash or a combination of both. If we elect to redeem OP Units for shares of our common stock, we will generally deliver one share of our common stock for each such OP Unit redeemed (subject to any redemption fees withheld), and such shares may, subsequently, only be redeemed for cash in accordance with the terms of our share redemption program. If we elect to redeem OP Units for cash, the cash delivered per unit will equal the then-current NAV per unit of the applicable class of OP Units (subject to any redemption fees withheld), which will equal the then-current NAV per share of our corresponding class of shares. During the three months ended September 30, 2023 and 2022, the aggregate amount of OP Units redeemed was $11.2 million and $1.1 million, respectively. During the nine months ended September 30, 2023 and 2022, the aggregate amount of OP Units redeemed was $27.3 million and $4.5 million, respectively. The estimated maximum redemption value (unaudited) as of September 30, 2023 and December 31, 2022 was $509.7 million and $488.3 million, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS Summary of Fees and Expenses The table below summarizes the fees and expenses incurred by us for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with our public offerings and any related amounts payable: For the Three Months Ended September 30, For the Nine Months Ended September 30, Payable as of (in thousands) 2023 2022 2023 2022 September 30, 2023 December 31, 2022 Selling commissions and dealer manager fees (1) $ 161 $ 1,144 $ 1,121 $ 3,424 $ — $ — Ongoing distribution fees (1)(2) 2,232 1,869 6,576 4,743 708 748 Advisory fees—fixed component 9,661 8,980 28,822 24,351 3,255 2,868 Performance participation allocation (3) — 3,710 — 22,088 — 23,747 Other expense reimbursements—Advisor (4)(5) 3,258 2,962 10,113 8,308 3,973 4,192 Other expense reimbursements—Dealer Manager 87 99 247 269 85 109 Property accounting fee (6) 478 508 1,448 811 166 478 DST Program selling commissions, dealer manager and distribution fees (1) 2,827 5,994 7,570 19,178 294 241 Other DST Program related costs—Advisor (5) 2,529 4,234 6,087 12,675 162 146 Total $ 21,233 $ 29,500 $ 61,984 $ 95,847 $ 8,643 $ 32,529 (1) All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. (2) The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable of approximately $60.6 million and $60.9 million as of September 30, 2023 and December 31, 2022, respectively, are included in other liabilities on the condensed consolidated balance sheets. (3) The 2022 performance participation allocation in the amount of $23.7 million became payable on December 31, 2022, and the Advisor elected to settle the amounts owed in cash in January 2023. (4) Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the advisory agreement, including, but not limited to, certain expenses described below after footnote 6, allocated rent paid to both third parties and affiliates of our Advisor, equipment, utilities, insurance, travel and entertainment. (5) Includes costs reimbursed to the Advisor related to the DST Program. (6) The cost of the property management fee, including the property accounting fee, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain circumstances, we may pay for a portion of the property management fee, including the property accounting fee, without reimbursement from the tenant or tenants at a real property. Certain of the expense reimbursements described in the table above include a portion of the compensation expenses of officers and employees of the Advisor or its affiliates related to activities for which the Advisor did not otherwise receive a separate fee. Amounts incurred related to these compensation expenses for the three months ended September 30, 2023, and 2022 were approximately $3.0 million and $2.6 million, respectively. Amounts incurred related to these compensation expenses for the nine months ended September 30, 2023, and 2022 were approximately $9.3 million and $7.9 million, respectively. No reimbursement is made for compensation of our named executive officers unless the named executive officer is providing stockholder services, as outlined in the advisory agreement. Advisory Agreement Ares Real Estate Income Trust Inc., the Operating Partnership and the Advisor previously entered into that certain Amended and Restated Advisory Agreement (2022), effective as of May 1, 2022 (the “2022 Advisory Agreement”). The term of the 2022 Advisory Agreement continued through April 30, 2023, subject to an unlimited number of successive one-year renewals. Ares Real Estate Income Trust Inc., the Operating Partnership and the Advisor renewed the 2022 Advisory Agreement on substantially the same terms through April 30, 2024, by entering into the Amended and Restated Advisory Agreement (2023) (the “2023 Advisory Agreement”), effective as of April 30, 2023. On June 3, 2023, Ares Real Estate Income Trust Inc., the Operating Partnership and the Advisor amended and restated the 2023 Advisory Agreement by entering into the Second Amended and Restated Advisory Agreement (2023) (the “Amended Advisory Agreement”). The Amended Advisory Agreement amends the 2023 Advisory Agreement to provide that if the Company engages affiliates of the Advisor (“Product Specialists”) to provide certain specialist services to the Company, the Operating Partnership or any of their subsidiaries pursuant to a separate agreement approved by the Company’s independent directors, the fees and expense reimbursements paid to the Product Specialist will not be subject to the provisions of the Advisory Agreement or affect the compensation and expense reimbursements paid to the Advisor and its affiliates for services provided pursuant to the Advisory Agreement. Other immaterial changes were also made in the Amended Advisory Agreement. Limited Partnership Agreement On June 3, 2023, Ares Real Estate Income Trust Inc. and AREIT Incentive Fee LP, an affiliate of our Advisor, replaced the then-current limited partnership agreement of the Operating Partnership by entering into a Twelfth Amended and Restated Limited Partnership Agreement (the “Amended OP Agreement”). The Amended OP Agreement authorizes Ares Real Estate Income Trust Inc., as general partner, to cause the Operating Partnership to issue profits interests in the Operating Partnership in multiple series via award letters with the rights and obligations of such profits interests set forth in such award letters or an exhibit thereto. Other immaterial changes were also made in the Amended OP Agreement. Student Housing Investment Arrangement The changes in the Amended Advisory Agreement and Amended OP Agreement were made in contemplation of a Project Specialist arrangement in student housing investments. Under this arrangement, affiliates of Timberline Real Estate Ventures (“Timberline”), a fully integrated, operationally focused privately held real estate operator and investment manager specializing in the development, acquisition and operation of student housing, multifamily, and mixed-use retail/residential communities, will enter into a joint venture with affiliates of the Advisor to create a Product Specialist (collectively, with its affiliated entities, the “Student Housing Product Specialist”). The Company will, through the Operating Partnership and their subsidiaries, enter into the agreements described in further detail below with the Student Housing Product Specialist in connection with student housing investments. More specifically, for each student housing investment by the Company made through the Student Housing Product Specialist, the Student Housing Product Specialist will be retained under a management services agreement, engaged as property manager under a property management agreement and receive a profits interest through the Operating Partnership in such investment. The Advisor or its affiliates will have an economic interest in these agreements except the profits interests, with respect to which the Advisor and its affiliates will have no economic interest. Each such student housing investment will be made through a subsidiary of the Company (each, an “AREIT TREV Vehicle”) that will be 100% owned, managed and controlled by the Company as the managing member of the operating company. The Company will have the sole authority to make and approve all decisions and take all actions with respect to and on behalf of each AREIT TREV Vehicle, subject to certain limited fundamental decisions which will require the consent of both the Company and the Student Housing Product Specialist. The Student Housing Product Specialist will be the non-economic administrative member of each AREIT TREV Vehicle, required to participate in and oversee the day-to-day business, affairs, management, operation and administration of the AREIT TREV Vehicle and be responsible for implementing the business plan and budget approved by the Company and otherwise implementing the Company’s decisions. If there is any material default or breach by the Student Housing Product Specialist of its obligations under the ARES TREV Vehicle’s operating agreement or the management services agreement (described below) that remains uncured (beyond any applicable notice and cure periods), the Company will have the right to remove the Student Housing Product Specialist as the administrative member and terminate the management services agreement, the property management agreement and the profits interest. Pursuant to a management services agreement, in consideration for the sourcing of student housing investments by the Student Housing Product Specialist, the Student Housing Product Specialist will be paid a reasonable market rate acquisition fee by the AREIT TREV Vehicle. In addition, in consideration of supervision of property management by the Student Housing Product Specialist, as well as management of the Company investment and certain accounting and tax reporting duties, the Student Housing Product Specialist will be paid a property management oversight fee by the AREIT TREV Vehicle based on reasonable market rates for such duties. To the extent that renovation work with respect to a Company investment is approved by the Company, the Student Housing Project Specialist will be paid a reasonable market rate construction management fee. If the Student Housing Product Specialist is removed as the administrative member of the applicable AREIT TREV Vehicle, or if there is an uncured breach under the management services agreement, the Company may terminate the management services agreement without penalty. Additionally, the management services agreement will terminate automatically on its terms (without penalty) upon the sale of the applicable property. At the closing of each of our student housing investments, the AREIT TREV Vehicle will enter into a property management agreement with the Student Housing Project Specialist pursuant to which it will perform property management services in exchange for a property management fee consistent with the local market where our applicable investment is located as well as its size, scope and rental rates and otherwise consistent with an agreed fee schedule; provided that such fees will be payable on a percentage of revenue basis, considering local market rates, total number of beds and overall gross potential rent, subject to reasonable market rate minimum per investment. If (a) the Student Housing Project Specialist is removed as the administrative member of the applicable AREIT TREV Vehicle or (b) there is a bad act (e.g., gross negligence, willful misconduct) or an uncured breach by the Student Housing Project Specialist under the property management agreement, the Company may terminate the agreement without penalty. The Company may also terminate the property management agreement for convenience upon 30 days prior written notice to the Student Housing Project Specialist or if certain operating performance metrics of the property are not met, and the property management agreement automatically terminates on its terms upon the sale of the applicable property; however, if any of the foregoing terminations occurs prior to the one year anniversary of the effective date, property management fees through the first year anniversary will be due to the Student Housing Project Specialist. With respect to each student housing investment made under this arrangement, an affiliate of the Student Housing Project Specialist will receive a profits interest through the Operating Partnership, with respect to which the Advisor and its affiliates will have no economic interest. As of and for the periods ended September 30, 2023, there have been no student housing investments made through this arrangement nor have any fees been incurred with the Student Housing Product Specialist. Performance Participation Allocation As used below, “Fund Interests” means our outstanding shares of common stock, along with OP Units, which may be or were held directly or indirectly by the Advisor, the Former Sponsor, members or affiliates of the Former Sponsor, and third parties. The performance participation allocation is a performance-based amount that will be paid to the Advisor. This amount is calculated on the basis of the overall investment return provided to holders of Fund Interests (i.e., our outstanding shares and OP Units held by third-party investors) in any calendar year such that the Advisor will receive the lesser of (1) 12.5% of (a) the annual total return amount less (b) any loss carryforward, and (2) the amount equal to (x) the annual total return amount, less (y) any loss carryforward, less (z) the amount needed to achieve an annual total return amount equal to 5% of the NAV per Fund Interest at the beginning of such year (the “Hurdle Amount”). The foregoing calculations are calculated on a per Fund Interest basis and multiplied by the weighted-average Fund Interests outstanding during the year. In no event will the performance participation allocation be less than zero. Accordingly, if the annual total return amount exceeds the Hurdle Amount plus the amount of any loss carryforward, then the Advisor will earn a performance participation allocation equal to 100% of such excess, but limited to 12.5% of the annual total return amount that is in excess of the loss carryforward. Additionally, the Advisor will provide us with a waiver of a portion of its fees generally equal to the amount of the performance component that would have been payable with respect to the Class E shares and the Series 1 Class E OP Units held by third parties until the NAV of such shares or units exceeds $10.00 a share or unit, the benefit of which will be shared among all holders of Fund Interests. The allocation of the performance participation interest is ultimately determined at the end of each calendar year and will be paid in Class I OP units or cash, at the election of the Advisor. The performance hurdle was not achieved as of September 30, 2023, therefore no performance participation allocation expense was recognized in our condensed consolidated statements of operations for the nine months ended September 30, 2023. As the performance hurdle was achieved as of September 30, 2022, we recognized approximately $3.7 million for the three months ended September 30, 2022 and $22.1 million for the nine months ended September 30, 2022 of performance participation allocation expense in our condensed consolidated statements of operations. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | 12. NET INCOME (LOSS) PER COMMON SHARE The computation of our basic and diluted net income (loss) per share attributable to common stockholders is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands, except per share data) 2023 2022 2023 2022 Net loss attributable to common stockholders—basic $ (14,410) $ (24,872) $ (39,164) $ (9,449) Net loss attributable to redeemable noncontrolling interests (146) (253) (390) (67) Net loss attributable to noncontrolling interests (4,477) (4,996) (11,304) (2,378) Net loss attributable to common stockholders—diluted $ (19,033) $ (30,121) $ (50,858) $ (11,894) Weighted-average shares outstanding—basic 201,968 200,667 204,968 190,199 Incremental weighted-average shares effect of conversion of noncontrolling interests 64,519 42,327 59,853 36,095 Weighted-average shares outstanding—diluted 266,487 242,994 264,821 226,294 Net loss per share attributable to common stockholders: Basic $ (0.07) $ (0.12) $ (0.19) $ (0.05) Diluted $ (0.07) $ (0.12) $ (0.19) $ (0.05) |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 13. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows: For the Nine Months Ended September 30, (in thousands) 2023 2022 Supplemental disclosure of non-cash investing and financing activities: Distributions reinvested in common stock $ 24,260 $ 21,555 (Decrease) increase in accrued future ongoing distribution fees (306) 21,371 Increase in DST Program Loans receivable through DST Program capital raising 40,196 45,318 Redeemable noncontrolling interest issued as settlement of performance participation allocation — 15,327 Issuances of OP Units for DST Interests 84,725 136,905 Restricted Cash Restricted cash consists of lender and property-related escrow accounts. The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated statements of cash flows: For the Nine Months Ended September 30, (in thousands) 2023 2022 Beginning of period: Cash and cash equivalents $ 13,336 $ 10,605 Restricted cash 3,850 3,747 Cash, cash equivalents and restricted cash $ 17,186 $ 14,352 End of period: Cash and cash equivalents $ 14,503 $ 24,245 Restricted cash 4,149 3,788 Cash, cash equivalents and restricted cash $ 18,652 $ 28,033 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES Litigation We and the Operating Partnership are not presently involved in any material litigation nor, to our knowledge, is any material litigation threatened against us or our investments. Environmental Matters A majority of the properties we acquire have been or will be subject to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we may acquire in connection with the development of land. We have acquired or may in the future acquire certain properties in urban and industrial areas that may have been leased to or previously owned by commercial and industrial companies that discharged hazardous materials. We may purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any environmental liabilities that we believe would have a material adverse effect on our business, financial condition, or results of operations as of September 30, 2023. Unfunded Commitments As of September 30, 2023, we had unfunded commitments of $208.1 million to fund various investments in real estate debt and securities and investments in unconsolidated joint venture partnerships. |
SEGMENT FINANCIAL INFORMATION
SEGMENT FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT FINANCIAL INFORMATION | 15. SEGMENT FINANCIAL INFORMATION Our five reportable segments are office properties, retail properties, residential properties, industrial properties, and investments in real estate debt and securities. We have determined that investments in real estate debt and securities is a reportable segment, and we expect that the segment will continue to be of significance. As such, we have broken out investments in real estate debt and securities as a reportable segment in the tables below for all current and prior periods presented. Factors used to determine our reportable segments include the physical and economic characteristics of our properties and/or investments and the related operating activities. Our chief operating decision makers rely on net operating income, among other factors, to make decisions about allocating resources and assessing segment performance. Net operating income is the key performance metric that captures the unique operating characteristics of each segment. Net investment in real estate properties, investments in real estate debt and securities, restricted cash, tenant receivables, straight-line rent receivables and other assets directly assignable to a property or investment are allocated to the segment groupings. Corporate items that are not directly assignable to a property, such as investments in unconsolidated joint venture partnerships and DST Program Loans, are not allocated to segment groupings, but are reflected as reconciling items. The following table reflects our total consolidated assets by business segment as of September 30, 2023 and December 31, 2022: As of (in thousands) September 30, 2023 December 31, 2022 Assets: Office properties $ 386,448 $ 377,546 Retail properties 511,636 537,147 Residential properties 1,608,727 1,495,532 Industrial properties 1,339,472 1,248,255 Investments in real estate debt and securities 325,400 275,335 Corporate 314,788 240,909 Total assets $ 4,486,471 $ 4,174,724 The following table is a reconciliation of our reported net income (loss) attributable to common stockholders to our net operating income for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2023 2022 2023 2022 Net loss attributable to common stockholders $ (14,410) $ (24,872) $ (39,164) $ (9,449) Real estate-related depreciation and amortization 32,146 36,713 99,201 101,067 General and administrative expenses 2,974 3,155 8,991 7,786 Advisory fees 9,661 8,980 28,822 24,351 Performance participation allocation — 3,710 — 22,088 Acquisition costs and reimbursements 2,032 1,176 5,050 3,898 Impairment loss on debt-related investment held for sale — — 3,780 — Equity in loss (income) from unconsolidated joint venture partnerships 1,078 (1,590) 3,727 (2,298) Interest expense 33,967 42,255 109,394 100,439 Gain on sale of real estate property — (11,303) (36,884) (94,827) Loss on extinguishment of debt and financing commitments, net — — 700 — Loss (gain) on derivative instruments 76 (1,691) (13) (4,223) Provision for current expected credit losses (1,048) — 2,950 — Other income and expenses (1,298) (843) (3,330) (1,843) Net loss attributable to redeemable noncontrolling interests (146) (253) (390) (67) Net loss attributable to noncontrolling interests (4,477) (4,996) (11,304) (2,378) Net operating income $ 60,555 $ 50,441 $ 171,530 $ 144,544 The following table sets forth consolidated financial results by segment for the three and nine months ended September 30, 2023 and 2022: Debt and (in thousands) Office Retail Residential Industrial Securities Consolidated For the Three Months Ended September 30, 2023 Rental revenues $ 12,942 $ 15,131 $ 30,437 $ 23,859 $ — $ 82,369 Debt-related income — — — — 8,837 8,837 Rental expenses (6,554) (4,089) (14,546) (5,462) — (30,651) Net operating income $ 6,388 $ 11,042 $ 15,891 $ 18,397 $ 8,837 $ 60,555 Real estate-related depreciation and amortization $ 4,054 $ 4,016 $ 10,256 $ 13,820 $ — $ 32,146 For the Three Months Ended September 30, 2022 Rental revenues $ 13,065 $ 15,303 $ 28,047 $ 20,573 $ — $ 76,988 Debt-related income — — — — 1,548 1,548 Rental expenses (6,296) (4,421) (12,261) (5,117) — (28,095) Net operating income $ 6,769 $ 10,882 $ 15,786 $ 15,456 $ 1,548 $ 50,441 Real estate-related depreciation and amortization $ 3,746 $ 4,140 $ 13,490 $ 15,337 $ — $ 36,713 For the Nine Months Ended September 30, 2023 Rental revenues $ 39,292 $ 43,937 $ 88,108 $ 66,196 $ — $ 237,533 Debt-related income — — — — 21,787 21,787 Rental expenses (19,626) (11,448) (41,806) (14,910) — (87,790) Net operating income $ 19,666 $ 32,489 $ 46,302 $ 51,286 $ 21,787 $ 171,530 Real estate-related depreciation and amortization $ 12,220 $ 12,094 $ 29,695 $ 45,192 $ — $ 99,201 For the Nine Months Ended September 30, 2022 Rental revenues $ 39,845 $ 48,879 $ 70,225 $ 54,038 $ — $ 212,987 Debt-related income — — — — 5,862 5,862 Rental expenses (18,259) (12,826) (30,265) (12,955) — (74,305) Net operating income $ 21,586 $ 36,053 $ 39,960 $ 41,083 $ 5,862 $ 144,544 Real estate-related depreciation and amortization $ 11,986 $ 13,268 $ 37,882 $ 37,931 $ — $ 101,067 We consider net operating income to be an appropriate supplemental performance measure and believe net operating income provides useful information to our investors regarding our financial condition and results of operations because net operating income reflects the operating performance of our properties and excludes certain items that are not considered to be controllable in connection with the management of the properties, such as real estate-related depreciation and amortization, general and administrative expenses, advisory fees, impairment charges, interest expense, gains on sale of properties, other income and expenses, gains and losses on the extinguishment of debt and noncontrolling interests. However, net operating income should not be viewed as an alternative measure of our financial performance since it excludes such items, which could materially impact our results of operations. Further, our net operating income may not be comparable to that of other real estate companies, as they may use different methodologies for calculating net operating income. Therefore, we believe net income, as defined by GAAP, to be the most appropriate measure to evaluate our overall financial performance. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of reallocations on prior period balances | Cumulative Adjustment Current Period ($ in thousands) As Previously Reported Prior to Period Quarterly Reallocation As Revised As of December 31, 2021 Additional paid-in capital $ 1,457,296 $ 85,321 $ N/A $ 1,542,617 Accumulated other comprehensive income (loss) $ (13,418) $ 3,855 $ N/A $ (9,563) Noncontrolling interests $ 196,696 $ (89,176) $ N/A $ 107,520 As of June 30, 2022 Additional paid-in capital $ 1,655,295 $ 92,133 $ (7,185) $ 1,740,243 Accumulated other comprehensive income (loss) $ (1,703) $ 4,041 $ 12 $ 2,350 Noncontrolling interests $ 228,185 $ (96,174) $ 7,173 $ 139,184 As of September 30, 2022 Additional paid-in capital $ 1,717,360 $ 84,948 $ 29,297 $ 1,831,605 Accumulated other comprehensive income (loss) $ 12,778 $ 4,053 $ (125) $ 16,706 Noncontrolling interests $ 311,144 $ (89,001) $ (29,172) $ 192,971 As of December 31, 2022 Additional paid-in capital $ 1,744,022 $ 114,245 $ 40,243 $ 1,898,510 Accumulated other comprehensive income (loss) $ 13,148 $ 3,928 $ (993) $ 16,083 Noncontrolling interests $ 408,031 $ (118,173) $ (39,250) $ 250,608 As of June 30, 2023 Additional paid-in capital $ 1,727,632 $ 152,061 $ 30,740 $ 1,910,433 Accumulated other comprehensive income (loss) $ 15,872 $ 2,731 $ (638) $ 17,965 Noncontrolling interests $ 459,231 $ (154,792) $ (30,102) $ 274,337 |
INVESTMENTS IN REAL ESTATE PR_2
INVESTMENTS IN REAL ESTATE PROPERTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Consolidated Investments in Real Estate Properties | As of (in thousands) September 30, 2023 December 31, 2022 Land $ 723,871 $ 694,998 Buildings and improvements 3,386,706 3,152,553 Intangible lease assets 325,660 317,141 Right of use asset 13,637 13,637 Investment in real estate properties 4,449,874 4,178,329 Accumulated depreciation and amortization (663,675) (572,751) Net investment in real estate properties $ 3,786,199 $ 3,605,578 |
Schedule of Asset Acquisitions | ($ in thousands) Property Type Acquisition Date Total Purchase Price (1) 2023 Acquisitions: VM8 Logistics Center Industrial 1/19/2023 $ 17,511 Moreno Valley Distribution Center Industrial 5/2/2023 33,421 Arabelle Lincoln Station Residential 8/16/2023 80,086 BLVD Dallas Residential 9/15/2023 58,050 SLC Logistics Center Industrial 9/26/2023 77,085 Total 2023 acquisitions $ 266,153 (1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2023 acquisitions. |
Allocation of Purchase Price Allocations | For the Nine Months Ended ($ in thousands) September 30, 2023 Land $ 36,895 Building and improvements 216,922 Intangible lease assets 11,482 Above-market lease assets 854 Total purchase price (1) $ 266,153 (1) Total purchase price is equal to the total consideration paid plus any debt assumed at fair value. There was no debt assumed in connection with the 2023 acquisitions. |
Schedule of Intangible Lease Assets and Liabilities | As of September 30, 2023 As of December 31, 2022 Accumulated Accumulated (in thousands) Gross Amortization Net Gross Amortization Net Intangible lease assets (1) $ 301,873 $ (228,604) $ 73,269 $ 294,208 $ (214,201) $ 80,007 Above-market lease assets (1) 23,787 (20,300) 3,487 22,933 (19,707) 3,226 Below-market lease liabilities (73,331) 35,403 (37,928) (76,033) 33,589 (42,444) (1) Included in net investment in real estate properties on the condensed consolidated balance sheets. |
Summary of Rental Revenue and Depreciation and Amortization Expense | For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 Increase (decrease) to rental revenue: Straight-line rent adjustments $ 996 $ 898 $ 2,738 $ 2,864 Above-market lease amortization (194) (185) (593) (538) Below-market lease amortization 1,181 1,209 3,319 3,615 Real estate-related depreciation and amortization: Depreciation expense $ 27,413 $ 26,118 $ 80,911 $ 71,665 Intangible lease asset amortization 4,733 10,595 18,290 29,402 |
INVESTMENTS IN UNCONSOLIDATED_2
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity Method Investment And Joint Venture [Abstract] | |
Equity Method Investments | Investments in Unconsolidated Investment Ownership Percentage as of Joint Venture Partnerships as of ($ in thousands) Type September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Vue 1400 JV Residential 85.0 % 85.0 % $ 24,628 $ 25,984 Net Lease JV I Net Lease 50.0 % 50.0 % 16,081 16,393 Net Lease JV II Net Lease 50.0 % 50.0 % 58,916 65,763 Net Lease JV III Net Lease 50.0 % 50.0 % 22,846 12,232 Prime Data Center JV I Data Center 13.0 % N/A 11,667 N/A Prime Data Center JV II Data Center 13.0 % N/A 7,778 N/A MERED II JV (1) Debt 19.9 % N/A — N/A Total investments in unconsolidated joint venture partnerships $ 141,916 $ 120,372 (1) As of September 30, 2023, we had no t made any contributions to MERED II JV and had an unfunded capital commitment of $74.6 million, with provisions to increase our total capital commitment with approval from the limited and general partners. |
INVESTMENTS IN REAL ESTATE DE_2
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES. | |
Summary of Debt Related Investments | Weighted-Average Weighted-Average ($ in thousands) Carrying Amount (1) Outstanding Principal (1) Interest Rate Remaining Life (Years) As of September 30, 2023 Senior loans (2) $ 110,918 $ 118,414 9.0 % 1.7 Mezzanine loans 107,282 108,500 11.4 1.1 Total debt-related investments (2) $ 218,200 $ 226,914 10.4 % 1.4 As of December 31, 2022 Senior loans (2) $ 151,645 $ 154,622 8.5 % 2.1 Mezzanine loans 108,794 108,500 10.4 1.9 Total debt-related investments (2) $ 260,439 $ 263,122 9.5 % 2.0 (1) The difference between the carrying amount and the outstanding principal amount of the debt-related investments consists of unamortized purchase discount, deferred financing costs, loan origination costs, and any recorded credit loss reserves, if applicable. (2) As of September 30, 2023 and December 31, 2022, carrying amounts include $37.8 million and $42.0 million, respectively, related to one senior loan debt-related investment that was in default and on non-accrual status. Outstanding principal includes $43.8 million related to this senior loan as of September 30, 2023 and December 31, 2022. During the nine months ended September 30, 2023, we recorded an impairment loss of $3.8 million related to this senior loan. There was no impairment loss recorded during the three months ended September 30, 2023. The impairment loss is included in impairment loss on debt-related investment held for sale on the condensed consolidated statements of operations. This senior loan is held-for-sale and therefore the carrying amount has been reduced to its fair value as of both September 30, 2023 and December 31, 2022. Weighted-average interest rate and weighted-average remaining life excludes this senior loan from its calculations. |
Summary of Available-for-Sale Debt Securities | ($ in thousands) Face Amount Amortized Cost Unamortized Discount Unamortized Fees (1) Unrealized Gain, Net (2) Fair Value As of September 30, 2023 CRE CLOs $ 14,979 $ 14,886 $ 93 $ — $ 148 $ 15,034 Preferred equity 93,095 92,166 — 929 — 92,166 Total debt securities $ 108,074 $ 107,052 $ 93 $ 929 $ 148 $ 107,200 As of December 31, 2022 CRE CLOs $ 14,979 $ 14,870 $ 109 $ — $ 26 $ 14,896 Total debt securities $ 14,979 $ 14,870 $ 109 $ — $ 26 $ 14,896 (1) Includes unamortized loan origination fees received on debt securities. (2) Represents cumulative unrealized gain beginning from acquisition date. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | A summary of our consolidated debt is as follows: Weighted-Average Effective Interest Rate as of Balance as of September 30, December 31, September 30, December 31, ($ in thousands) 2023 2022 Current Maturity Date 2023 2022 Line of credit (1) 5.43 % 5.72 % November 2025 $ 398,000 $ 235,000 Term loan (2) 3.31 3.90 November 2026 400,000 400,000 Term loan (3) 4.26 4.56 January 2027 400,000 400,000 Fixed-rate mortgage notes 3.80 3.48 January 2027 - May 2031 392,904 380,316 Floating-rate mortgage notes (4) 4.63 4.52 October 2024 - October 2026 207,600 207,600 Total principal amount / weighted-average (5) 4.25 % 4.31 % $ 1,798,504 $ 1,622,916 Less: unamortized debt issuance costs $ (13,063) $ (14,849) Add: unamortized mark-to-market adjustment on assumed debt 7,628 8,408 Total debt, net $ 1,793,069 $ 1,616,475 Gross book value of properties encumbered by debt $ 1,019,217 $ 970,310 (1) The effective interest rate is calculated based on the Term Secured Overnight Financing Rate (“Term SOFR”) plus an 11.448 basis point adjustment (“Adjusted Term SOFR”), plus a margin ranging from 1.25% to 2.00% depending on our consolidated leverage ratio. As of September 30, 2023, the unused and available portions under the line of credit were approximately $502.0 million and $428.5 million, respectively. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate cap agreements relating to $150.0 million in borrowings under this line of credit. The line of credit is available for general business purposes including, but not limited to, refinancing of existing indebtedness and financing the acquisition of permitted investments, including commercial properties. (2) The effective interest rate is calculated based on Adjusted Term SOFR, plus a margin ranging from 1.20% to 1.90% depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $300.0 million in borrowings under this term loan and an interest rate cap agreement relating to $100.0 million in borrowings under this term loan. (3) The effective interest rate is calculated based on Adjusted Term SOFR, plus a margin ranging from 1.20% to 1.90% depending on our consolidated leverage ratio. Total commitments for this term loan are $400.0 million. The weighted-average interest rate is the all-in interest rate, including the effects of interest rate swap agreements relating to $350.0 million in borrowings under this term loan and an interest rate cap agreement relating to $50.0 million in borrowings under this term loan. (4) The effective interest rate is calculated based on Adjusted Term SOFR plus a margin. As of both September 30, 2023 and December 31, 2022, our floating-rate mortgage notes were subject to interest rate spreads ranging from 1.55% to 2.50% . The weighted-average interest rate is the all-in interest rate, including the effects of interest rate cap agreements which capped the effective interest rates of our two floating-rate mortgage notes at 4.61% and 4.66% , respectively, as of September 30, 2023. (5) The weighted-average remaining term of our consolidated borrowings was approximately 3.2 years as of September 30, 2023, excluding the impact of certain extension options. |
Schedule of Maturities of Long-term Debt | As of September 30, 2023, the principal payments due on our consolidated debt during each of the next five years and thereafter were as follows: (in thousands) Line of Credit (1) Term Loans Mortgage Notes (2) Total Remainder of 2023 $ — $ — $ 526 $ 526 2024 — — 129,265 129,265 2025 398,000 — 2,646 400,646 2026 — 400,000 85,396 485,396 2027 — 400,000 177,034 577,034 Thereafter — — 205,637 205,637 Total principal payments $ 398,000 $ 800,000 $ 600,504 $ 1,798,504 (1) The term of the line of credit may be extended pursuant to two six-month extension options, subject to certain conditions. (2) A $127.0 million mortgage note matures in October 2024 and the term may be extended pursuant to a one-year extension option, subject to certain conditions. A $115.0 million mortgage note matures in January 2027 and may be extended pursuant to two one-year extension options, subject to certain conditions. |
Schedule of Derivative Instruments | The following table summarizes the location and fair value of our consolidated derivative instruments on our condensed consolidated balance sheets: Number of Fair Value ($ in thousands) Contracts Notional Amount (1) Other Assets Other Liabilities As of September 30, 2023 Interest rate swaps designated as cash flow hedges 12 $ 650,000 $ 19,860 $ — Interest rate caps designated as cash flow hedges 4 300,000 18,349 Interest rate caps not designated as cash flow hedges 2 207,600 292 — Total derivative instruments 18 $ 1,157,600 $ 38,501 $ — As of December 31, 2022 Interest rate swaps designated as cash flow hedges 12 $ 650,000 $ 20,279 $ — Interest rate caps not designated as cash flow hedges 2 207,600 4,169 — Total derivative instruments 14 $ 857,600 $ 24,448 $ — (1) Excludes $127.0 million of notional amount for one interest rate cap agreement entered into in September 2023 with an effective date in October 2023. This interest rate cap agreement is replacing a separate interest rate cap agreement with a $127.0 million notional amount that is expiring in October 2023. |
Schedule of Derivative Instruments, Gain (Loss) | The following table presents the effect of our consolidated derivative instruments on our condensed consolidated financial statements: For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2023 2022 2023 2022 Derivative instruments designated as cash flow hedges: Gain recognized in AOCI $ 5,346 $ 17,114 $ 15,492 $ 27,976 Amount reclassified from AOCI (out of) into interest expense (5,252) 331 (12,346) 3,282 Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded 33,967 42,255 109,394 100,439 Derivative instruments not designated as cash flow hedges: Unrealized (loss) gain on derivative instruments recognized in other income (expenses) (1) $ (1,497) $ 1,691 $ (3,822) $ 4,223 Realized gain on derivative instruments recognized in other income (expenses) (2) 1,421 — 3,835 — (1) Unrealized (loss) gain on changes in fair value of derivative instruments relates to mark-to-market changes on our derivatives not designated as cash flow hedges. (2) Realized gain on derivative instruments relates to interim cash settlements for our derivatives not designated as cash flow hedges. |
DST PROGRAM (Tables)
DST PROGRAM (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Delaware Statutory Trust Program [Abstract] | |
Schedule of DST Program activity | The following table presents our DST Program activity for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands) 2023 2022 2023 2022 DST Interests sold $ 158,399 $ 212,118 $ 351,906 $ 654,781 DST Interests financed by DST Program Loans 12,881 17,286 40,196 45,318 Income earned from DST Program Loans (1) 1,386 942 3,652 2,443 (Decrease) increase in financing obligation liability appreciation (2) (3,023) 12,189 1,761 24,721 Rent obligation incurred under master lease agreements (2) 14,851 12,708 42,785 33,565 (1) Included in other income and expenses on the condensed consolidated statements of operations. (2) Included in interest expense on the condensed consolidated statements of operations. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | The following table presents our financial instruments measured at fair value on a recurring basis: Total (in thousands) Level 1 Level 2 Level 3 Fair Value As of September 30, 2023 Assets: Derivative instruments $ — $ 38,501 $ — $ 38,501 Available-for-sale debt securities — 15,034 92,166 107,200 Total assets measured at fair value $ — $ 53,535 $ 92,166 $ 145,701 As of December 31, 2022 Assets: Derivative instruments $ — $ 24,448 $ — $ 24,448 Available-for-sale debt securities — 14,896 — 14,896 Total assets measured at fair value $ — $ 39,344 $ — $ 39,344 |
Schedule of Financial Instruments Measured at Fair Value on a Recurring Basis | The following table presents our financial instruments measured at fair value on a recurring basis using Level 3 inputs: Available-For-Sale ($ in thousands) Debt Securities Total Balance as of December 31, 2022 $ — $ — Purchases and contributions 90,331 90,331 Capitalized interest 2,764 2,764 Loan origination fees received (1,022) (1,022) Amortization of loan origination fees (1) 93 93 Balance as of September 30, 2023 $ 92,166 $ 92,166 (1) Included in debt-related income on the condensed consolidated statements of operations. |
Schedule of Quantitative Inputs and Assumptions | The following tables presents the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy as of September 30, 2023: Valuation Unobservable Weighted-Average Impact to Valuation from ($ in thousands) Fair Value Technique Inputs Rate an Increase to Input Assets: Available-for-sale debt securities $ 92,166 Yield Method Market Yield 13.3 % Decrease |
Schedule of Financial Instruments Measured at Fair Value on a Nonrecurring Basis | As of September 30, 2023 As of December 31, 2022 Level in Fair Carrying Fair Carrying Fair (in thousands) Value Hierarchy Value (1) Value Value (1) Value Assets: Debt-related investments 3 $ 226,914 $ 221,012 $ 263,122 $ 260,841 DST Program Loans 3 116,195 111,467 81,897 79,049 Liabilities: Line of credit 3 $ 398,000 $ 398,000 $ 235,000 $ 235,000 Term loans 3 800,000 800,000 800,000 800,000 Mortgage notes 3 600,504 554,708 587,916 541,558 (1) The carrying value reflects the principal amount outstanding. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Changes for Each Class of Common Stock | The following table describes the changes in each class of common shares during the periods presented below: Class T Class S Class D Class I Class E Total (in thousands) Shares Shares Shares Shares Shares Shares FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 Balance as of June 30, 2022 21,672 46,163 7,947 64,741 54,578 195,101 Issuance of common stock: Primary shares 2,994 2,303 135 3,483 — 8,915 Distribution reinvestment plan 109 211 39 321 181 861 Share-based compensation — — — 27 — 27 Redemptions of common stock (49) (531) (188) (417) (1,102) (2,287) Conversions (14) — — 14 — — Balance as of September 30, 2022 24,712 48,146 7,933 68,169 53,657 202,617 FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of June 30, 2023 28,741 49,750 7,227 68,105 51,047 204,870 Issuance of common stock: Primary shares 416 457 58 448 — 1,379 Distribution reinvestment plan 150 250 38 361 188 987 Share-based compensation — — — 35 — 35 Redemptions of common stock (430) (1,350) (294) (2,507) (1,679) (6,260) Conversions (44) 27 (15) 40 (8) — Balance as of September 30, 2023 28,833 49,134 7,014 66,482 49,548 201,011 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 Balance as of December 31, 2021 16,425 35,757 6,749 54,406 56,328 169,665 Issuance of common stock: Primary shares 8,183 12,627 1,628 13,666 — 36,104 Distribution reinvestment plan 301 604 114 928 569 2,516 Share-based compensation — — — 27 — 27 Redemptions of common stock (82) (842) (558) (973) (3,240) (5,695) Conversions (115) — — 115 — — Balance as of September 30, 2022 24,712 48,146 7,933 68,169 53,657 202,617 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 Balance as of December 31, 2022 26,884 49,237 7,871 69,142 52,974 206,108 Issuance of common stock: Primary shares 2,923 2,426 134 3,552 — 9,035 Distribution reinvestment plan 423 709 115 1,031 541 2,819 Share-based compensation — — — 35 — 35 Redemptions of common stock (1,234) (3,289) (723) (7,781) (3,959) (16,986) Conversions (163) 51 (383) 503 (8) — Balance as of September 30, 2023 28,833 49,134 7,014 66,482 49,548 201,011 |
Summary of Distribution Activity | The following table summarizes our distribution activity (including distributions to noncontrolling interests and distributions reinvested in shares of our common stock) for the periods below: Amount Common Stock Declared per Distributions Other Cash Reinvested in Distribution Gross (in thousands, except per share data) Common Share (1) Paid in Cash Distributions (2) Shares Fees (3) Distributions (4) 2023 March 31 $ 0.09375 $ 9,912 $ 5,271 $ 8,009 $ 1,461 $ 24,653 June 30 0.09375 9,896 5,510 7,974 1,463 24,843 September 30 0.10000 10,335 6,451 8,431 1,430 26,647 Total $ 0.28750 $ 30,143 $ 17,232 $ 24,414 $ 4,354 $ 76,143 2022 March 31 $ 0.09375 $ 8,837 $ 3,018 $ 6,876 $ 1,030 $ 19,761 June 30 0.09375 9,299 3,157 7,362 1,259 21,077 September 30 0.09375 9,684 3,972 7,732 1,399 22,787 December 31 0.09375 9,859 4,559 7,923 1,478 23,819 Total $ 0.37500 $ 37,679 $ 14,706 $ 29,893 $ 5,166 $ 87,444 (1) Amount reflects the total gross quarterly distribution rate authorized by our board of directors per Class T share, per Class S share, per Class D share, per Class I share and per Class E share of common stock. Distributions were declared and paid as of monthly record dates. These monthly distributions have been aggregated and presented on a quarterly basis. The distributions on Class T shares, Class S shares and Class D shares of common stock are reduced by the respective distribution fees that are payable with respect to Class T shares, Class S shares and Class D shares. (2) Consists of distribution fees paid to Ares Wealth Management Solutions, LLC (the “Dealer Manager”) with respect to OP Units and distributions paid to holders of OP Units and other noncontrolling interest holders. (3) Distribution fees are paid monthly to the Dealer Manager, with respect to Class T shares, Class S shares and Class D shares issued in the primary portion of our public offerings only. All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. (4) Gross distributions are total distributions before the deduction of any distribution fees relating to Class T shares, Class S shares and Class D shares issued in the primary portion of our public offerings. |
Redemptions and Repurchases Activity | Below is a summary of redemptions and repurchases pursuant to our share redemption program for the nine months ended September 30, 2023 and 2022. All eligible redemption requests were fulfilled for the periods presented. Eligible redemption requests are requests submitted in good order by the request submission deadline set forth in the share redemption program. Our board of directors may modify or suspend our current share redemption programs if it deems such action to be in the best interest of our stockholders. For the Nine Months Ended September 30, (in thousands, except for per share data) 2023 2022 Number of shares redeemed or repurchased 16,986 5,695 Aggregate dollar amount of shares redeemed or repurchased $ 145,934 $ 48,783 Average redemption or repurchase price per share $ 8.59 $ 8.57 |
REDEEMABLE NONCONTROLLING INT_2
REDEEMABLE NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Redeemable Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Noncontrolling Interest Activity | The following table summarizes the redeemable noncontrolling interests activity for the nine months ended September 30, 2023 and 2022: For the Nine Months Ended September 30, ($ in thousands) 2023 2022 Balance at beginning of the year $ 18,130 $ 8,994 Settlement of prior year performance participation allocation (1) — 15,327 Distributions to redeemable noncontrolling interests (588) (543) Redemptions to redeemable noncontrolling interests (2) — (7,724) Net loss attributable to redeemable noncontrolling interests (390) (67) Change from securities and cash flow hedging activities attributable to redeemable noncontrolling interests 25 283 Redemption value allocation adjustment to redeemable noncontrolling interests (3) (298) 1,900 Ending balance $ 16,879 $ 18,170 (1) There were no OP Units issued related to the 2022 performance participation allocation, as the $23.7 million payable as of December 31, 2022 was, at the election of the Advisor, settled in cash in January 2023. The 2021 performance participation allocation in the amount of $15.3 million became payable on December 31, 2021, and was issued as 1.9 million Class I OP Units in January 2022. At the direction of the Advisor and in light of our Former Sponsor having been the holder of a separate series of partnership interests in the Operating Partnership with special distribution rights (the “Special Units”) for the first six months of 2021, the holder of the Special Units designated 465,000 of these Class I OP Units to an entity owned indirectly by our Chairman at the time, Mr. Mulvihill, and 465,000 of these Class I OP Units to an entity owned indirectly by a member of our Former Sponsor. The holder of the Special Units transferred 945,000 Class I OP Units to the Advisor thereafter. (2) At the request of the Advisor, the Operating Partnership redeemed all Class I OP Units issued to the Advisor in January 2022 for $7.7 million. (3) Represents the adjustment recorded in order to mark to the redemption value, which is equivalent to fair value, at the end of the measurement period. |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Noncontrolling Interest Balances | The following table summarizes the number of OP Units issued and outstanding to third-party investors (excludes interests held by redeemable noncontrolling interest holders): For the Nine Months Ended September 30, (in thousands) 2023 2022 Balance at beginning of period 55,079 27,180 Issuance of units 9,845 15,814 Redemption of units (3,175) (536) Balance at end of period 61,749 42,458 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule Fees and Expenses to the Advisor and Its Affiliates | The table below summarizes the fees and expenses incurred by us for services provided by the Advisor and its affiliates, and by the Dealer Manager related to the services the Dealer Manager provided in connection with our public offerings and any related amounts payable: For the Three Months Ended September 30, For the Nine Months Ended September 30, Payable as of (in thousands) 2023 2022 2023 2022 September 30, 2023 December 31, 2022 Selling commissions and dealer manager fees (1) $ 161 $ 1,144 $ 1,121 $ 3,424 $ — $ — Ongoing distribution fees (1)(2) 2,232 1,869 6,576 4,743 708 748 Advisory fees—fixed component 9,661 8,980 28,822 24,351 3,255 2,868 Performance participation allocation (3) — 3,710 — 22,088 — 23,747 Other expense reimbursements—Advisor (4)(5) 3,258 2,962 10,113 8,308 3,973 4,192 Other expense reimbursements—Dealer Manager 87 99 247 269 85 109 Property accounting fee (6) 478 508 1,448 811 166 478 DST Program selling commissions, dealer manager and distribution fees (1) 2,827 5,994 7,570 19,178 294 241 Other DST Program related costs—Advisor (5) 2,529 4,234 6,087 12,675 162 146 Total $ 21,233 $ 29,500 $ 61,984 $ 95,847 $ 8,643 $ 32,529 (1) All or a portion of these amounts will be retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers. (2) The distribution fees are payable monthly in arrears. Additionally, we accrue for future estimated amounts payable related to ongoing distribution fees. The future estimated amounts payable of approximately $60.6 million and $60.9 million as of September 30, 2023 and December 31, 2022, respectively, are included in other liabilities on the condensed consolidated balance sheets. (3) The 2022 performance participation allocation in the amount of $23.7 million became payable on December 31, 2022, and the Advisor elected to settle the amounts owed in cash in January 2023. (4) Other expense reimbursements include certain expenses incurred for organization and offering, acquisition and general administrative services provided to us under the advisory agreement, including, but not limited to, certain expenses described below after footnote 6, allocated rent paid to both third parties and affiliates of our Advisor, equipment, utilities, insurance, travel and entertainment. (5) Includes costs reimbursed to the Advisor related to the DST Program. (6) The cost of the property management fee, including the property accounting fee, is generally borne by the tenant or tenants at each real property, either via a direct reimbursement to us or, in the case of tenants subject to a gross lease, as part of the lease cost. In certain circumstances, we may pay for a portion of the property management fee, including the property accounting fee, without reimbursement from the tenant or tenants at a real property. |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Details of Numerator and Denominator Used to Calculate Basic and Diluted Net Income (Loss) Per Common Share | The computation of our basic and diluted net income (loss) per share attributable to common stockholders is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (in thousands, except per share data) 2023 2022 2023 2022 Net loss attributable to common stockholders—basic $ (14,410) $ (24,872) $ (39,164) $ (9,449) Net loss attributable to redeemable noncontrolling interests (146) (253) (390) (67) Net loss attributable to noncontrolling interests (4,477) (4,996) (11,304) (2,378) Net loss attributable to common stockholders—diluted $ (19,033) $ (30,121) $ (50,858) $ (11,894) Weighted-average shares outstanding—basic 201,968 200,667 204,968 190,199 Incremental weighted-average shares effect of conversion of noncontrolling interests 64,519 42,327 59,853 36,095 Weighted-average shares outstanding—diluted 266,487 242,994 264,821 226,294 Net loss per share attributable to common stockholders: Basic $ (0.07) $ (0.12) $ (0.19) $ (0.05) Diluted $ (0.07) $ (0.12) $ (0.19) $ (0.05) |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Supplemental Cash Flow Information and Disclosure Non-Cash Investing and Financing Activities | Supplemental cash flow information and disclosure of non-cash investing and financing activities is as follows: For the Nine Months Ended September 30, (in thousands) 2023 2022 Supplemental disclosure of non-cash investing and financing activities: Distributions reinvested in common stock $ 24,260 $ 21,555 (Decrease) increase in accrued future ongoing distribution fees (306) 21,371 Increase in DST Program Loans receivable through DST Program capital raising 40,196 45,318 Redeemable noncontrolling interest issued as settlement of performance participation allocation — 15,327 Issuances of OP Units for DST Interests 84,725 136,905 |
Summary of Cash, Cash Equivalents and Restricted Cash | Restricted cash consists of lender and property-related escrow accounts. The following table presents the components of the beginning of period and end of period cash, cash equivalents and restricted cash reported within the condensed consolidated statements of cash flows: For the Nine Months Ended September 30, (in thousands) 2023 2022 Beginning of period: Cash and cash equivalents $ 13,336 $ 10,605 Restricted cash 3,850 3,747 Cash, cash equivalents and restricted cash $ 17,186 $ 14,352 End of period: Cash and cash equivalents $ 14,503 $ 24,245 Restricted cash 4,149 3,788 Cash, cash equivalents and restricted cash $ 18,652 $ 28,033 |
SEGMENT FINANCIAL INFORMATION (
SEGMENT FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Total Assets by Business Segment | The following table reflects our total consolidated assets by business segment as of September 30, 2023 and December 31, 2022: As of (in thousands) September 30, 2023 December 31, 2022 Assets: Office properties $ 386,448 $ 377,546 Retail properties 511,636 537,147 Residential properties 1,608,727 1,495,532 Industrial properties 1,339,472 1,248,255 Investments in real estate debt and securities 325,400 275,335 Corporate 314,788 240,909 Total assets $ 4,486,471 $ 4,174,724 |
Reconciliation of Net Operating Income to Reported Net Income (Loss) | The following table is a reconciliation of our reported net income (loss) attributable to common stockholders to our net operating income for the three and nine months ended September 30, 2023 and 2022: For the Three Months Ended For the Nine Months Ended September 30, September 30, (in thousands) 2023 2022 2023 2022 Net loss attributable to common stockholders $ (14,410) $ (24,872) $ (39,164) $ (9,449) Real estate-related depreciation and amortization 32,146 36,713 99,201 101,067 General and administrative expenses 2,974 3,155 8,991 7,786 Advisory fees 9,661 8,980 28,822 24,351 Performance participation allocation — 3,710 — 22,088 Acquisition costs and reimbursements 2,032 1,176 5,050 3,898 Impairment loss on debt-related investment held for sale — — 3,780 — Equity in loss (income) from unconsolidated joint venture partnerships 1,078 (1,590) 3,727 (2,298) Interest expense 33,967 42,255 109,394 100,439 Gain on sale of real estate property — (11,303) (36,884) (94,827) Loss on extinguishment of debt and financing commitments, net — — 700 — Loss (gain) on derivative instruments 76 (1,691) (13) (4,223) Provision for current expected credit losses (1,048) — 2,950 — Other income and expenses (1,298) (843) (3,330) (1,843) Net loss attributable to redeemable noncontrolling interests (146) (253) (390) (67) Net loss attributable to noncontrolling interests (4,477) (4,996) (11,304) (2,378) Net operating income $ 60,555 $ 50,441 $ 171,530 $ 144,544 |
Revenue and Components of Net Operating Income | The following table sets forth consolidated financial results by segment for the three and nine months ended September 30, 2023 and 2022: Debt and (in thousands) Office Retail Residential Industrial Securities Consolidated For the Three Months Ended September 30, 2023 Rental revenues $ 12,942 $ 15,131 $ 30,437 $ 23,859 $ — $ 82,369 Debt-related income — — — — 8,837 8,837 Rental expenses (6,554) (4,089) (14,546) (5,462) — (30,651) Net operating income $ 6,388 $ 11,042 $ 15,891 $ 18,397 $ 8,837 $ 60,555 Real estate-related depreciation and amortization $ 4,054 $ 4,016 $ 10,256 $ 13,820 $ — $ 32,146 For the Three Months Ended September 30, 2022 Rental revenues $ 13,065 $ 15,303 $ 28,047 $ 20,573 $ — $ 76,988 Debt-related income — — — — 1,548 1,548 Rental expenses (6,296) (4,421) (12,261) (5,117) — (28,095) Net operating income $ 6,769 $ 10,882 $ 15,786 $ 15,456 $ 1,548 $ 50,441 Real estate-related depreciation and amortization $ 3,746 $ 4,140 $ 13,490 $ 15,337 $ — $ 36,713 For the Nine Months Ended September 30, 2023 Rental revenues $ 39,292 $ 43,937 $ 88,108 $ 66,196 $ — $ 237,533 Debt-related income — — — — 21,787 21,787 Rental expenses (19,626) (11,448) (41,806) (14,910) — (87,790) Net operating income $ 19,666 $ 32,489 $ 46,302 $ 51,286 $ 21,787 $ 171,530 Real estate-related depreciation and amortization $ 12,220 $ 12,094 $ 29,695 $ 45,192 $ — $ 99,201 For the Nine Months Ended September 30, 2022 Rental revenues $ 39,845 $ 48,879 $ 70,225 $ 54,038 $ — $ 212,987 Debt-related income — — — — 5,862 5,862 Rental expenses (18,259) (12,826) (30,265) (12,955) — (74,305) Net operating income $ 21,586 $ 36,053 $ 39,960 $ 41,083 $ 5,862 $ 144,544 Real estate-related depreciation and amortization $ 11,986 $ 13,268 $ 37,882 $ 37,931 $ — $ 101,067 |
BASIS OF PRESENTATION - Schedul
BASIS OF PRESENTATION - Schedule of reallocations on prior period balances (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Additional paid-in capital | $ 1,877,371 | $ 1,910,433 | $ 1,898,510 | $ 1,831,605 | $ 1,740,243 | $ 1,542,617 |
Accumulated other comprehensive income (loss) | 18,101 | 17,965 | 16,083 | 16,706 | 2,350 | (9,563) |
Noncontrolling interests | $ 253,457 | 274,337 | 250,608 | 192,971 | 139,184 | 107,520 |
Previously Reported | ||||||
Additional paid-in capital | 1,727,632 | 1,744,022 | 1,717,360 | 1,655,295 | 1,457,296 | |
Accumulated other comprehensive income (loss) | 15,872 | 13,148 | 12,778 | (1,703) | (13,418) | |
Noncontrolling interests | 459,231 | 408,031 | 311,144 | 228,185 | 196,696 | |
Cumulative Adjustment Prior to Period | ||||||
Additional paid-in capital | 152,061 | 114,245 | 84,948 | 92,133 | 85,321 | |
Accumulated other comprehensive income (loss) | 2,731 | 3,928 | 4,053 | 4,041 | 3,855 | |
Noncontrolling interests | (154,792) | (118,173) | (89,001) | (96,174) | $ (89,176) | |
Current Period Quarterly Reallocation | ||||||
Additional paid-in capital | 30,740 | 40,243 | 29,297 | (7,185) | ||
Accumulated other comprehensive income (loss) | (638) | (993) | (125) | 12 | ||
Noncontrolling interests | $ (30,102) | $ (39,250) | $ (29,172) | $ 7,173 |
INVESTMENTS IN REAL ESTATE PR_3
INVESTMENTS IN REAL ESTATE PROPERTIES (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) Office property | Sep. 30, 2023 USD ($) property | Sep. 30, 2022 USD ($) Office property | |
Real Estate Properties [Line Items] | ||||
Proceeds from disposition of real estate property | $ | $ 53,735 | $ 274,816 | ||
Gain on sale of real estate property | $ | $ 0 | $ 11,303 | $ 36,884 | $ 94,827 |
Intangible lease assets | Asset Acquisition | ||||
Real Estate Properties [Line Items] | ||||
Weighted-average amortization period of acquired finite-lived intangible assets | 4 years 1 month 6 days | |||
Disposed of by Sale | Office properties | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | Office | 1 | 1 | ||
Disposed of by Sale | Retail properties | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | property | 1 | 6 | 1 | 6 |
Disposed of by Sale | Retail land parcel | ||||
Real Estate Properties [Line Items] | ||||
Number of real estate properties | property | 1 | 1 |
INVESTMENTS IN REAL ESTATE PR_4
INVESTMENTS IN REAL ESTATE PROPERTIES (Schedule of Consolidated Investments in Real Estate Properties) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Real Estate [Abstract] | ||
Land | $ 723,871 | $ 694,998 |
Buildings and improvements | 3,386,706 | 3,152,553 |
Intangible lease assets | 325,660 | 317,141 |
Right of use asset | $ 13,637 | $ 13,637 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Net investment in real estate properties | Net investment in real estate properties |
Investment in real estate properties | $ 4,449,874 | $ 4,178,329 |
Accumulated depreciation and amortization | (663,675) | (572,751) |
Net investment in real estate properties | $ 3,786,199 | $ 3,605,578 |
INVESTMENTS IN REAL ESTATE PR_5
INVESTMENTS IN REAL ESTATE PROPERTIES (Schedule of Asset Acquisitions) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Asset Acquisition [Line Items] | |
Percentage of assets acquired | 100% |
Asset Acquisition | |
Asset Acquisition [Line Items] | |
Total acquisitions | $ 266,153 |
Debt assumed at fair value | 0 |
VM8 Logistics Center | Industrial Property | |
Asset Acquisition [Line Items] | |
Total acquisitions | 17,511 |
Moreno Valley Distribution Center | Industrial Property | |
Asset Acquisition [Line Items] | |
Total acquisitions | 33,421 |
Arabelle Lincoln Station | Residential Property | |
Asset Acquisition [Line Items] | |
Total acquisitions | 80,086 |
BL VD Dallas | Residential Property | |
Asset Acquisition [Line Items] | |
Total acquisitions | 58,050 |
SLC Logistics Center | Industrial Property | |
Asset Acquisition [Line Items] | |
Total acquisitions | $ 77,085 |
INVESTMENTS IN REAL ESTATE PR_6
INVESTMENTS IN REAL ESTATE PROPERTIES (Purchase Price Allocation) (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Real Estate [Line Items] | |
Land | $ 36,895 |
Building and improvements | 216,922 |
Intangible lease assets | 11,482 |
Above-market lease assets | 854 |
Total purchase price | 266,153 |
Asset Acquisition | |
Real Estate [Line Items] | |
Debt assumed at fair value | $ 0 |
INVESTMENTS IN REAL ESTATE PR_7
INVESTMENTS IN REAL ESTATE PROPERTIES (Intangible Lease Assets and Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross, Assets | $ 325,660 | $ 317,141 |
Gross, Liabilities | (73,331) | (76,033) |
Accumulated Amortization, Liabilities | 35,403 | 33,589 |
Net, Liabilities | (37,928) | (42,444) |
Intangible lease assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross, Assets | 301,873 | 294,208 |
Accumulated Amortization, Assets | (228,604) | (214,201) |
Net, Assets | 73,269 | 80,007 |
Above-market lease assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross, Assets | 23,787 | 22,933 |
Accumulated Amortization, Assets | (20,300) | (19,707) |
Net, Assets | $ 3,487 | $ 3,226 |
INVESTMENTS IN REAL ESTATE PR_8
INVESTMENTS IN REAL ESTATE PROPERTIES (Schedule of Adjustments to Rental Revenue Related to Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Straight-line rent adjustments | $ 996 | $ 898 | $ 2,738 | $ 2,864 |
Depreciation expense | 27,413 | 26,118 | 80,911 | 71,665 |
Intangible lease asset amortization | 4,733 | 10,595 | 18,290 | 29,402 |
Above-market lease assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of above and below Market Leases | (194) | (185) | (593) | (538) |
Below-market lease | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of above and below Market Leases | $ 1,181 | $ 1,209 | $ 3,319 | $ 3,615 |
INVESTMENTS IN UNCONSOLIDATED_3
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURE PARTNERSHIPS (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated joint venture partnerships | $ 141,916 | $ 120,372 |
Unconsolidated Joint Venture Partnerships | ||
Schedule of Equity Method Investments [Line Items] | ||
Investments in unconsolidated joint venture partnerships | 141,916 | $ 120,372 |
Unfunded Capital commitment | $ 90,200 | |
Vue 1400 JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 85% | 85% |
Investments in unconsolidated joint venture partnerships | $ 24,628 | $ 25,984 |
Net Lease JV I | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50% | 50% |
Investments in unconsolidated joint venture partnerships | $ 16,081 | $ 16,393 |
Net Lease JV II | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50% | 50% |
Investments in unconsolidated joint venture partnerships | $ 58,916 | $ 65,763 |
Net Lease JV III | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 50% | 50% |
Investments in unconsolidated joint venture partnerships | $ 22,846 | $ 12,232 |
Prime Date Center JV I | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 13% | |
Investments in unconsolidated joint venture partnerships | $ 11,667 | |
Prime Data Center JV II | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 13% | |
Investments in unconsolidated joint venture partnerships | $ 7,778 | |
MERED II JV | ||
Schedule of Equity Method Investments [Line Items] | ||
Ownership percentage | 19.90% | |
Investments in unconsolidated joint venture partnerships | $ 0 | |
Unfunded Capital commitment | $ 74,600 |
INVESTMENTS IN REAL ESTATE DE_3
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES (Summarizes Debt Related Investments) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) loan | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) loan | |
Marketable Securities [Line Items] | |||||
Carrying Amount | $ 218,200 | $ 218,200 | $ 260,439 | ||
Outstanding Principal | $ 226,914 | $ 226,914 | $ 263,122 | ||
Weighted-Average Interest Rate | 10.40% | 10.40% | 9.50% | ||
Weighted-Average Remaining Life (Years) | 1 year 4 months 24 days | 2 years | |||
Impairment loss on debt-related investment held for sale | $ 0 | $ 0 | $ 3,780 | $ 0 | |
Principal collections on debt-related investments | 64,948 | $ 4,084 | |||
Senior loans | |||||
Marketable Securities [Line Items] | |||||
Carrying Amount | 110,918 | 110,918 | $ 151,645 | ||
Outstanding Principal | $ 118,414 | $ 118,414 | $ 154,622 | ||
Weighted-Average Interest Rate | 9% | 9% | 8.50% | ||
Weighted-Average Remaining Life (Years) | 1 year 8 months 12 days | 2 years 1 month 6 days | |||
Principal collections on debt-related investments | $ 64,900 | ||||
Senior loans in default and on non-accrual status | |||||
Marketable Securities [Line Items] | |||||
Carrying Amount | $ 37,800 | 37,800 | $ 42,000 | ||
Outstanding Principal | 43,800 | $ 43,800 | $ 43,800 | ||
Number of contracts | loan | 1 | 1 | |||
Impairment loss on debt-related investment held for sale | 0 | $ 3,800 | |||
Mezzanine loans | |||||
Marketable Securities [Line Items] | |||||
Carrying Amount | 107,282 | 107,282 | $ 108,794 | ||
Outstanding Principal | $ 108,500 | $ 108,500 | $ 108,500 | ||
Weighted-Average Interest Rate | 11.40% | 11.40% | 10.40% | ||
Weighted-Average Remaining Life (Years) | 1 year 1 month 6 days | 1 year 10 months 24 days |
INVESTMENTS IN REAL ESTATE DE_4
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES (Current Expected Credit Losses) (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES. | ||
Debt investments, Allowance for credit loss | $ 2.9 | $ 2.9 |
Increase (decrease) in provision for current expected credit losses | $ (1) | $ 3 |
Percentage of CECL Reserve to debt related investment commitment | 1% | 1% |
Number of debt related investments, held for sale | 1 | 1 |
Held to Maturity debt related Investments | $ 289.1 | $ 289.1 |
Funded Commitment Balance | 183.1 | 183.1 |
Unfunded Commitment Balance | 106 | 106 |
Funded Commitments Related to Allowance | 1.8 | 1.8 |
Unfunded Commitments Related to Allowance | $ 1.1 | 1.1 |
Write Off of Debt related investments | 0 | |
Recoveries of Debt related investments | $ 0 |
INVESTMENTS IN REAL ESTATE DE_5
INVESTMENTS IN REAL ESTATE DEBT AND SECURITIES (Summary of Available for Sale Debt Securities) (Details) $ in Thousands | Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) item |
Debt Securities, Available-for-Sale [Line Items] | ||
Face Amount | $ 108,074 | $ 14,979 |
Amortized Cost | 107,052 | 14,870 |
Unamortized Discount | 93 | 109 |
Unamortized Fees | 929 | |
Unrealized Gain, Net | 148 | 26 |
Fair Value | 107,200 | 14,896 |
Credit loss | 0 | |
Unfunded commitments | 208,100 | |
Preferred equity | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Face Amount | 93,095 | |
Amortized Cost | 92,166 | |
Unamortized Fees | 929 | |
Fair Value | $ 92,166 | |
Number of available for sale debt securities | item | 1 | |
Unfunded commitments | $ 11,900 | |
ECLO | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Face Amount | 14,979 | 14,979 |
Amortized Cost | 14,886 | 14,870 |
Unamortized Discount | 93 | 109 |
Unrealized Gain, Net | 148 | 26 |
Fair Value | $ 15,034 | $ 14,896 |
Number of available for sale debt securities | item | 1 | 1 |
Weighted Average | Preferred equity | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Available-for-sale debt securities, contractual maturity term | 3 years 3 months 18 days | |
Weighted Average | ECLO | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Available-for-sale debt securities, contractual maturity term | 3 years 3 months 18 days |
DEBT (Schedule of Debt) (Detail
DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Weighted-Average Effective Interest Rate as of | 4.25% | 4.25% | 4.31% | ||
Total borrowings | $ 1,798,504 | $ 1,798,504 | $ 1,622,916 | ||
Less: unamortized debt issuance costs | (13,063) | (13,063) | (14,849) | ||
Add: unamortized mark-to-market adjustment on assumed debt | 7,628 | 7,628 | 8,408 | ||
Total debt, net | 1,793,069 | 1,793,069 | 1,616,475 | ||
Gross book value of properties encumbered by debt | 1,019,217 | 1,019,217 | $ 970,310 | ||
Interest expense | $ 21,200 | $ 15,800 | $ 61,400 | $ 37,600 | |
Weighted Average | |||||
Debt Instrument [Line Items] | |||||
Remaining debt term (in years) | 3 years 2 months 12 days | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Weighted-Average Effective Interest Rate as of | 5.43% | 5.43% | 5.72% | ||
Total borrowings | $ 398,000 | $ 398,000 | $ 235,000 | ||
Current borrowing capacity | 502,000 | 502,000 | |||
Available portions under the line of credit | 428,500 | $ 428,500 | |||
Line of Credit | SOFR | |||||
Debt Instrument [Line Items] | |||||
Borrowings spread rate adjustment | 0.11448% | 0.11448% | |||
Line of Credit | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 1.25% | 1.25% | |||
Line of Credit | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 2% | 2% | |||
Line of Credit | Interest rate caps | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | 150,000 | $ 150,000 | |||
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | $ 800,000 | $ 800,000 | |||
Term Loan (Maturity Date November 2026) | |||||
Debt Instrument [Line Items] | |||||
Weighted-Average Effective Interest Rate as of | 3.31% | 3.31% | 3.90% | ||
Total borrowings | $ 400,000 | $ 400,000 | $ 400,000 | ||
Maximum borrowing capacity | 400,000 | $ 400,000 | |||
Term Loan (Maturity Date November 2026) | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 1.20% | 1.20% | |||
Term Loan (Maturity Date November 2026) | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 1.90% | 1.90% | |||
Term Loan (Maturity Date November 2026) | Interest rate swaps | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | 300,000 | $ 300,000 | |||
Term Loan (Maturity Date November 2026) | Interest rate caps | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | $ 100,000 | $ 100,000 | |||
Term Loan (Maturity Date January 2027) | |||||
Debt Instrument [Line Items] | |||||
Weighted-Average Effective Interest Rate as of | 4.26% | 4.26% | 4.56% | ||
Total borrowings | $ 400,000 | $ 400,000 | $ 400,000 | ||
Maximum borrowing capacity | 400,000 | $ 400,000 | |||
Term Loan (Maturity Date January 2027) | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 1.20% | 1.20% | |||
Term Loan (Maturity Date January 2027) | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 1.90% | 1.90% | |||
Term Loan (Maturity Date January 2027) | Interest rate swaps | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | 350,000 | $ 350,000 | |||
Term Loan (Maturity Date January 2027) | Interest rate caps | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | $ 50,000 | $ 50,000 | |||
Fixed-Rate Mortgage Notes | |||||
Debt Instrument [Line Items] | |||||
Weighted-Average Effective Interest Rate as of | 3.80% | 3.80% | 3.48% | ||
Total borrowings | $ 392,904 | $ 392,904 | $ 380,316 | ||
Floating-Rate Mortgage Notes | |||||
Debt Instrument [Line Items] | |||||
Weighted-Average Effective Interest Rate as of | 4.63% | 4.63% | 4.52% | ||
Total borrowings | $ 207,600 | $ 207,600 | $ 207,600 | ||
Floating-Rate Mortgage Notes | London Interbank Offered Rate L I B O R Extension | Minimum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 1.55% | 1.55% | |||
Floating-Rate Mortgage Notes | London Interbank Offered Rate L I B O R Extension | Maximum | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings spread rate | 2.50% | 2.50% | |||
Floating-Rate Mortgage Notes | Interest rate caps | London Interbank Offered Rate L I B O R Extension | Minimum | |||||
Debt Instrument [Line Items] | |||||
Floating rate | 4.61% | 4.61% | |||
Floating-Rate Mortgage Notes | Interest rate caps | London Interbank Offered Rate L I B O R Extension | Maximum | |||||
Debt Instrument [Line Items] | |||||
Floating rate | 4.66% | 4.66% |
DEBT (Summary of Borrowings Ref
DEBT (Summary of Borrowings Reflects Contractual Debt Maturities) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) item | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||
Remainder of 2023 | $ 526 | |
2024 | 129,265 | |
2025 | 400,646 | |
2026 | 485,396 | |
2027 | 577,034 | |
Thereafter | 205,637 | |
Total principal payments | 1,798,504 | $ 1,622,916 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 0 | |
2024 | 0 | |
2025 | 398,000 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 0 | |
Total principal payments | $ 398,000 | $ 235,000 |
Term of extension | 6 months | |
Number of extension options | item | 2 | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | $ 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 400,000 | |
2027 | 400,000 | |
Thereafter | 0 | |
Total principal payments | 800,000 | |
Mortgage Notes | ||
Debt Instrument [Line Items] | ||
Remainder of 2023 | 526 | |
2024 | 129,265 | |
2025 | 2,646 | |
2026 | 85,396 | |
2027 | 177,034 | |
Thereafter | 205,637 | |
Total principal payments | 600,504 | |
Mortgage Notes | Mortgage Note Maturing in October 2024 | ||
Debt Instrument [Line Items] | ||
Total principal payments | $ 127,000 | |
Debt Instrument, Extension Option Period | 1 year | |
Mortgage Notes | Mortgage Note Maturing in January 2027 | ||
Debt Instrument [Line Items] | ||
Total principal payments | $ 115,000 | |
Debt Instrument, Extension Option Period | 1 year | |
Debt Instrument Number Of Extension Of Term Options | item | 2 |
DEBT (Summary of Location and F
DEBT (Summary of Location and Fair Value of Derivative Instruments) (Details) $ in Thousands | Oct. 31, 2023 USD ($) contract | Sep. 30, 2023 USD ($) contract | Dec. 31, 2022 USD ($) contract |
Derivatives, Fair Value [Line Items] | |||
Number of derivative contracts | contract | 18 | 14 | |
Total notional amount | $ 1,157,600 | $ 857,600 | |
Derivative assets | $ 38,501 | $ 24,448 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets. | Other Assets. | |
Derivative liabilities | $ 0 | $ 0 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities. | Other Liabilities. | |
Interest rate swaps | |||
Derivatives, Fair Value [Line Items] | |||
Estimated change to interest expense related to active effective hedges of floating rate debt | $ 17,200 | ||
Interest rate swaps | Designated Hedges | |||
Derivatives, Fair Value [Line Items] | |||
Number of derivative contracts | contract | 12 | 12 | |
Total notional amount | $ 650,000 | $ 650,000 | |
Derivative assets | $ 19,860 | $ 20,279 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets. | Other Assets. | |
Derivative liabilities | $ 0 | $ 0 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities. | Other Liabilities. | |
Interest rate caps | Designated Hedges | |||
Derivatives, Fair Value [Line Items] | |||
Number of derivative contracts | contract | 4 | ||
Total notional amount | $ 300,000 | ||
Derivative assets | $ 18,349 | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets. | Other Assets. | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities. | Other Liabilities. | |
Interest rate caps | Not Designated as Hedging Instrument | |||
Derivatives, Fair Value [Line Items] | |||
Number of derivative contracts | contract | 2 | 2 | |
Total notional amount | $ 207,600 | $ 207,600 | |
Derivative assets | $ 292 | $ 4,169 | |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets. | Other Assets. | |
Derivative liabilities | $ 0 | $ 0 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities. | Other Liabilities. | |
Interest rate swap effective in October 2023 | Subsequent Event | |||
Derivatives, Fair Value [Line Items] | |||
Number of derivative contracts | contract | 1 | ||
Total notional amount | $ 127,000 | ||
Interest rate swap expiring in October 2023 | Subsequent Event | |||
Derivatives, Fair Value [Line Items] | |||
Total notional amount | $ 127,000 |
DEBT (Effect of Derivative Fina
DEBT (Effect of Derivative Financial Instruments on Financial Statements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded | $ 33,967 | $ 42,255 | $ 109,394 | $ 100,439 |
Unrealized (loss) gain on derivative instruments recognized in other income (expenses) | (3,822) | 4,223 | ||
Designated Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total interest expense presented in the condensed consolidated statements of operations in which the effects of cash flow hedges are recorded | 33,967 | 42,255 | 109,394 | 100,439 |
Not Designated as Hedging Instrument | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized (loss) gain on derivative instruments recognized in other income (expenses) | (1,497) | $ 1,691 | (3,822) | $ 4,223 |
Realized gain on derivative instruments recognized in other income (expenses) | $ 1,421 | $ 3,835 | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Cash Flow Hedging | Designated Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in AOCI | $ 5,346 | $ 17,114 | $ 15,492 | $ 27,976 |
Amount reclassified from AOCI (out of) into interest expense | $ (5,252) | $ 331 | $ (12,346) | $ 3,282 |
DST Program (Details)
DST Program (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Delaware Statutory Trust Programs [Line Items] | |||||
DST Program Loans | $ 116,195 | $ 116,195 | $ 81,897 | ||
Issuances of OP Units for DST Interests | $ 97,464 | 84,725 | $ 136,905 | ||
DST Program Loans | |||||
Delaware Statutory Trust Programs [Line Items] | |||||
DST Program Loans | $ 116,200 | $ 116,200 | $ 81,900 | ||
Debt, Weighted Average Interest Rate | 5% | 5% | 4.47% | ||
Debt Instrument, Weighted Average Maturity Term | 8 years 3 months 18 days | 9 years 2 months 12 days | |||
DST Interests sold | $ 158,399 | 212,118 | $ 351,906 | 654,781 | |
DST Interests financed by DST Program Loans | 12,881 | 17,286 | 40,196 | 45,318 | |
Income earned from DST Program Loans (1) | 1,386 | 942 | 3,652 | 2,443 | |
Financing obligation liability (depreciation) appreciation (2) | (3,023) | 12,189 | 1,761 | 24,721 | |
Rent obligation incurred under master lease agreements (2) | $ 14,851 | $ 12,708 | 42,785 | 33,565 | |
Issuances of OP Units for DST Interests | $ 84,700 | $ 136,900 | |||
DST Program Loans | OP Units | |||||
Delaware Statutory Trust Programs [Line Items] | |||||
Issuance of OP Units (in shares) | 9.8 | 15.8 |
FAIR VALUE (Measured on Recurri
FAIR VALUE (Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Derivative instruments | $ 38,501 | $ 24,448 |
Available-for-sale debt securities | 107,200 | 14,896 |
Level 3 | ||
Assets: | ||
Available-for-sale debt securities | 92,166 | |
Recurring | ||
Assets: | ||
Derivative instruments | 38,501 | 24,448 |
Available-for-sale debt securities | 107,200 | 14,896 |
Total assets measured at fair value | 145,701 | 39,344 |
Recurring | Level 1 | ||
Assets: | ||
Derivative instruments | 0 | 0 |
Available-for-sale debt securities | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Recurring | Level 2 | ||
Assets: | ||
Derivative instruments | 38,501 | 24,448 |
Available-for-sale debt securities | 15,034 | 14,896 |
Total assets measured at fair value | 53,535 | 39,344 |
Recurring | Level 3 | ||
Assets: | ||
Derivative instruments | 0 | 0 |
Available-for-sale debt securities | 92,166 | 0 |
Total assets measured at fair value | $ 92,166 | $ 0 |
FAIR VALUE - Available-for-Sale
FAIR VALUE - Available-for-Sale Debt Securities (Details) | Sep. 30, 2023 item |
Preferred equity | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Number of available for sale debt securities | 1 |
FAIR VALUE - Financial Instrume
FAIR VALUE - Financial Instruments Measured at Fair value (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Purchases and contributions | $ 90,331 |
Capitalized interest | 2,764 |
Loan origination fees received | (1,022) |
Amortization of loan origination fees | 93 |
Balance as of September 30, 2023 | 92,166 |
Available for Sale Debt Securities | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Purchases and contributions | 90,331 |
Capitalized interest | 2,764 |
Loan origination fees received | (1,022) |
Amortization of loan origination fees | 93 |
Balance as of September 30, 2023 | $ 92,166 |
FAIR VALUE - Quantitative Input
FAIR VALUE - Quantitative Inputs and Assumptions (Details) $ in Thousands | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 107,200 | $ 14,896 |
Debt securities, available-for-sale, valuation technique extensible enumeration | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Debt securities, available-for-sale, measurement input extensible enumeration | us-gaap:MeasurementInputRiskFreeInterestRateMember | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 92,166 | |
Level 3 | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Weighted-Average Rate | 13.3 |
FAIR VALUE (Measured on Nonrecu
FAIR VALUE (Measured on Nonrecurring Basis) (Details) - Level 3 - Nonrecurring - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Debt-related investments | $ 226,914 | $ 263,122 |
DST Program Loans | 116,195 | 81,897 |
Line of credit | 398,000 | 235,000 |
Term loans | 800,000 | 800,000 |
Mortgage notes | 600,504 | 587,916 |
Fair Value | ||
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Debt-related investments | 221,012 | 260,841 |
DST Program Loans | 111,467 | 79,049 |
Line of credit | 398,000 | 235,000 |
Term loans | 800,000 | 800,000 |
Mortgage notes | $ 554,708 | $ 541,558 |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | May 03, 2022 | May 02, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Amount of registration statement offering | $ 10,000,000 | $ 3,000,000 | ||||
Issuance of common stock | $ 20,039 | $ 87,893 | $ 103,850 | $ 332,419 | ||
Issuance of units (in shares) | 11.9 | |||||
Primary offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Amount of registration statement offering | 8,500,000 | |||||
DRIP Offering | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Amount of registration statement offering | $ 1,500,000 | |||||
Issuance of common stock | $ 24,300 |
EQUITY (Information of Share Tr
EQUITY (Information of Share Transactions) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Redemptions of common stock (in shares) | (16,986) | (5,695) | ||
Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 204,870 | 195,101 | 206,108 | 169,665 |
Primary shares (in shares) | 1,379 | 8,915 | 9,035 | 36,104 |
Distribution reinvestment plan (in shares) | 987 | 861 | 2,819 | 2,516 |
Share-based compensation (in shares) | 35 | 27 | 35 | 27 |
Redemptions of common stock (in shares) | (6,260) | (2,287) | (16,986) | (5,695) |
Conversions (in shares) | 0 | 0 | 0 | 0 |
Balance at end of period (in shares) | 201,011 | 202,617 | 201,011 | 202,617 |
Class T | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 26,884 | |||
Balance at end of period (in shares) | 28,833 | 28,833 | ||
Class T | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 28,741 | 21,672 | 26,884 | 16,425 |
Primary shares (in shares) | 416 | 2,994 | 2,923 | 8,183 |
Distribution reinvestment plan (in shares) | 150 | 109 | 423 | 301 |
Share-based compensation (in shares) | 0 | 0 | 0 | 0 |
Redemptions of common stock (in shares) | (430) | (49) | (1,234) | (82) |
Conversions (in shares) | (44) | (14) | (163) | (115) |
Balance at end of period (in shares) | 28,833 | 24,712 | 28,833 | 24,712 |
Class S | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 49,237 | |||
Balance at end of period (in shares) | 49,134 | 49,134 | ||
Class S | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 49,750 | 46,163 | 49,237 | 35,757 |
Primary shares (in shares) | 457 | 2,303 | 2,426 | 12,627 |
Distribution reinvestment plan (in shares) | 250 | 211 | 709 | 604 |
Share-based compensation (in shares) | 0 | 0 | 0 | 0 |
Redemptions of common stock (in shares) | (1,350) | (531) | (3,289) | (842) |
Conversions (in shares) | 27 | 0 | 51 | 0 |
Balance at end of period (in shares) | 49,134 | 48,146 | 49,134 | 48,146 |
Class D | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 7,871 | |||
Balance at end of period (in shares) | 7,014 | 7,014 | ||
Class D | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 7,227 | 7,947 | 7,871 | 6,749 |
Primary shares (in shares) | 58 | 135 | 134 | 1,628 |
Distribution reinvestment plan (in shares) | 38 | 39 | 115 | 114 |
Share-based compensation (in shares) | 0 | 0 | 0 | 0 |
Redemptions of common stock (in shares) | (294) | (188) | (723) | (558) |
Conversions (in shares) | (15) | 0 | (383) | 0 |
Balance at end of period (in shares) | 7,014 | 7,933 | 7,014 | 7,933 |
Class I | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 69,142 | |||
Balance at end of period (in shares) | 66,482 | 66,482 | ||
Class I | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 68,105 | 64,741 | 69,142 | 54,406 |
Primary shares (in shares) | 448 | 3,483 | 3,552 | 13,666 |
Distribution reinvestment plan (in shares) | 361 | 321 | 1,031 | 928 |
Share-based compensation (in shares) | 35 | 27 | 35 | 27 |
Redemptions of common stock (in shares) | (2,507) | (417) | (7,781) | (973) |
Conversions (in shares) | 40 | 503 | ||
Conversions (in shares) | 14 | 115 | ||
Balance at end of period (in shares) | 66,482 | 68,169 | 66,482 | 68,169 |
Class E | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 52,974 | |||
Balance at end of period (in shares) | 49,548 | 49,548 | ||
Class E | Common Stock | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period (in shares) | 51,047 | 54,578 | 52,974 | 56,328 |
Primary shares (in shares) | 0 | 0 | 0 | 0 |
Distribution reinvestment plan (in shares) | 188 | 181 | 541 | 569 |
Share-based compensation (in shares) | 0 | 0 | 0 | 0 |
Redemptions of common stock (in shares) | (1,679) | (1,102) | (3,959) | (3,240) |
Conversions (in shares) | (8) | 0 | (8) | 0 |
Balance at end of period (in shares) | 49,548 | 53,657 | 49,548 | 53,657 |
EQUITY (Total Distributions Dec
EQUITY (Total Distributions Declared and Portion of Each Contribution Paid in Cash and Reinvested) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | |||||||||
Declared per Common Share (usd per share) | $ 0.10000 | $ 0.09375 | $ 0.09375 | $ 0.09375 | $ 0.09375 | $ 0.09375 | $ 0.09375 | $ 0.28750 | $ 0.37500 |
Common Stock Distributions Paid in Cash | $ 10,335 | $ 9,896 | $ 9,912 | $ 9,859 | $ 9,684 | $ 9,299 | $ 8,837 | $ 30,143 | $ 37,679 |
Other Cash Distributions | 6,451 | 5,510 | 5,271 | 4,559 | 3,972 | 3,157 | 3,018 | 17,232 | 14,706 |
Reinvested in Shares | 8,431 | 7,974 | 8,009 | 7,923 | 7,732 | 7,362 | 6,876 | 24,414 | 29,893 |
Distribution Fees | 1,430 | 1,463 | 1,461 | 1,478 | 1,399 | 1,259 | 1,030 | 4,354 | 5,166 |
Total Distributions | $ 26,647 | $ 24,843 | $ 24,653 | $ 23,819 | $ 22,787 | $ 21,077 | $ 19,761 | $ 76,143 | $ 87,444 |
EQUITY (Redemptions and Repurch
EQUITY (Redemptions and Repurchases Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | ||||
Number of shares redeemed or repurchased (in shares) | 16,986 | 5,695 | ||
Aggregate dollar amount of shares redeemed or repurchased | $ 52,615 | $ 20,283 | $ 145,934 | $ 48,783 |
Average redemption or repurchase price per share (usd per share) | $ 8.59 | $ 8.57 |
REDEEMABLE NONCONTROLLING INT_3
REDEEMABLE NONCONTROLLING INTERESTS (Schedule of redeemable noncontrolling interest activity) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Redeemable Noncontrolling Interest [Line Items] | |||||||
Beginning balance | $ 8,994 | $ 18,130 | $ 8,994 | $ 8,994 | |||
Settlement of prior year performance participation allocation | 15,327 | ||||||
Distributions to redeemable noncontrolling interests | $ (204) | $ (192) | (588) | (543) | |||
Redemptions to redeemable noncontrolling interests | (7,724) | ||||||
Net loss attributable to redeemable noncontrolling interests | (146) | (253) | (390) | (67) | |||
Change from securities and cash flow hedging activities attributable to redeemable noncontrolling interests | 2 | 147 | 25 | 283 | |||
Redemption value allocation adjustment to redeemable noncontrolling interests | (298) | 1,900 | |||||
Ending balance | 16,879 | $ 18,170 | 16,879 | $ 18,170 | 18,130 | ||
Other liabilities | $ 92,352 | $ 92,352 | $ 114,901 | ||||
OP Units | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Redeemable OP units outstanding | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Related Party | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Other liabilities | $ 8,643 | $ 8,643 | $ 32,529 | ||||
Related Party | Advisory Fee, Performance Component | Advisor | OP Units | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Redemptions to redeemable noncontrolling interests | $ 7,700 | ||||||
Issuance of OP Units (in shares) | 945,000 | ||||||
Related Party | Performance Participation Allocation | Black Creek Diversified Property Advisors, LLC | OP Units | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Issuance of OP Units (in shares) | 465,000 | ||||||
Related Party | Performance Participation Allocation | Advisor | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Other liabilities | $ 23,747 | ||||||
Related Party | Performance Participation Allocation | Advisor | OP Units | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Issuance of OP Units (in shares) | 1,900,000 | 0 | |||||
Performance participation allocation, Settled in cash | $ 23,700 | ||||||
Other liabilities | $ 15,300 | ||||||
Related Party | Performance Participation Allocation | Chairman | OP Units | |||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||
Issuance of OP Units (in shares) | 465,000 |
NONCONTROLLING INTERESTS (Narra
NONCONTROLLING INTERESTS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||||
Aggregate amount redeemed | $ 52,615 | $ 20,283 | $ 145,934 | $ 48,783 | |
OP Units | |||||
Noncontrolling Interest [Line Items] | |||||
Number of common stock issued per operating partnership unit | 1 | ||||
Aggregate amount redeemed | 11,200 | $ 1,100 | $ 27,300 | $ 4,500 | |
OP Units | Maximum | |||||
Noncontrolling Interest [Line Items] | |||||
Estimated maximum redemption value (unaudited) | $ 509,700 | $ 509,700 | $ 488,300 |
NONCONTROLLING INTERESTS (Summa
NONCONTROLLING INTERESTS (Summary of Balances) (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Noncontrolling Interest [Line Items] | ||
Issuance of units (in shares) | 11,900 | |
Redemptions of common stock (in shares) | (16,986) | (5,695) |
OP Units | ||
Noncontrolling Interest [Line Items] | ||
Balance at beginning of period (in shares) | 55,079 | 27,180 |
Issuance of units (in shares) | 9,845 | 15,814 |
Redemptions of common stock (in shares) | (3,175) | (536) |
Balance at end of period (in shares) | 61,749 | 42,458 |
RELATED PARTY TRANSACTIONS - (D
RELATED PARTY TRANSACTIONS - (DST Program & Summary of Fees and Expenses Incurred by Company) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||||
Other liabilities | $ 92,352 | $ 92,352 | $ 114,901 | ||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 21,233 | $ 29,500 | 61,984 | $ 95,847 | |
Other liabilities | 8,643 | 8,643 | 32,529 | ||
Related Party [Member] | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Amount reimbursed for services | 3,000 | 2,600 | 9,300 | 7,900 | |
Related Party [Member] | Selling commissions and dealer manager fees | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 161 | 1,144 | 1,121 | 3,424 | |
Related Party [Member] | Ongoing Distribution Fees [Member] | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 2,232 | 1,869 | 6,576 | 4,743 | |
Other liabilities | 708 | 708 | 748 | ||
Related Party [Member] | Ongoing Distribution Fees [Member] | Dealer Manager | Other Liabilities | |||||
Related Party Transaction [Line Items] | |||||
Future Estimated Distribution Fees Payable | 60,600 | 60,600 | 60,900 | ||
Related Party [Member] | Property accounting fee | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 478 | 508 | 1,448 | 811 | |
Other liabilities | 166 | 166 | 478 | ||
Related Party [Member] | Advisory Fees | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 9,661 | 8,980 | 28,822 | 24,351 | |
Other liabilities | 3,255 | 3,255 | 2,868 | ||
Related Party [Member] | Performance Participation Allocation | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 3,710 | 0 | 22,088 | ||
Other liabilities | 23,747 | ||||
Related Party [Member] | Other Expense Reimbursements [Member] | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 3,258 | 2,962 | 10,113 | 8,308 | |
Other liabilities | 3,973 | 3,973 | 4,192 | ||
Related Party [Member] | Other Expense Reimbursements [Member] | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 87 | 99 | 247 | 269 | |
Other liabilities | 85 | 85 | 109 | ||
Related Party [Member] | DST Program Manager Fees | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 2,529 | 4,234 | 6,087 | 12,675 | |
Other liabilities | 162 | 162 | 146 | ||
Related Party [Member] | DST Program dealer manager fees | Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction expense | 2,827 | $ 5,994 | 7,570 | $ 19,178 | |
Other liabilities | $ 294 | $ 294 | $ 241 |
RELATED PARTY TRANSACTIONS - (A
RELATED PARTY TRANSACTIONS - (Advisory Fee and Operating Expense Reimbursement) (Details) - Related Party [Member] | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||
Related party transaction expense | $ 21,233,000 | $ 29,500,000 | $ 61,984,000 | $ 95,847,000 | |
Performance Participation Allocation | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Threshold for performance component of advisory fee | 12.50% | 12.50% | |||
Threshold of annual total return as % of NAV | 5% | ||||
Performance component earned for excess return over the hurdle amount | 100% | ||||
Maximum performance component limited to % of total annual return | 12.50% | ||||
Class E Dealer Manager Fee Portion Waived Under NAV Per Share Threshold | $ / shares | $ 10 | ||||
Related party transaction expense | 3,710,000 | $ 0 | 22,088,000 | ||
Advisory Fees | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Advisory Agreement Renewal Term Period | 1 year | ||||
Related party transaction expense | $ 9,661,000 | $ 8,980,000 | $ 28,822,000 | $ 24,351,000 | |
Student Housing Product Specialist | Advisor | |||||
Related Party Transaction [Line Items] | |||||
Number Of Investments | 0 | 0 | |||
Property management agreement, termination, notice period | 30 days | ||||
Property Management Agreement, Fee Due, Termination Period | 1 year | ||||
Related party transaction expense | $ 0 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to common stockholders-basic | $ (14,410) | $ (24,872) | $ (39,164) | $ (9,449) |
Net loss attributable to redeemable noncontrolling interests | (146) | (253) | (390) | (67) |
Net loss attributable to noncontrolling interests | (4,477) | (4,996) | (11,304) | (2,378) |
Net loss attributable to common stockholders-diluted | $ (19,033) | $ (30,121) | $ (50,858) | $ (11,894) |
Weighted-average shares outstanding-basic | 201,968 | 200,667 | 204,968 | 190,199 |
Incremental weighted-average shares effect of conversion of noncontrolling interests | 64,519 | 42,327 | 59,853 | 36,095 |
Weighted-average shares outstanding - diluted (in shares) | 266,487 | 242,994 | 264,821 | 226,294 |
Basic | $ (0.07) | $ (0.12) | $ (0.19) | $ (0.05) |
Diluted | $ (0.07) | $ (0.12) | $ (0.19) | $ (0.05) |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Distributions reinvested in common stock | $ 24,260 | $ 21,555 | ||
(Decrease) increase in accrued future ongoing distribution fees | (306) | 21,371 | ||
Increase in DST Program Loans receivable through DST Program capital raising | 40,196 | 45,318 | ||
Redeemable noncontrolling interest issued as settlement of performance participation allocation | 0 | 15,327 | ||
Issuances of OP Units for DST Interests | 84,725 | 136,905 | ||
Supplemental Cash Flow Information [Abstract] | ||||
Cash and cash equivalents | 14,503 | 24,245 | $ 13,336 | $ 10,605 |
Restricted cash | 4,149 | 3,788 | 3,850 | 3,747 |
Cash, cash equivalents and restricted cash | $ 18,652 | $ 28,033 | $ 17,186 | $ 14,352 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Unfunded commitments | $ 208.1 |
SEGMENT FINANCIAL INFORMATION_2
SEGMENT FINANCIAL INFORMATION (Schedule of Total Assets by Business Segment) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Number of reportable segments | segment | 5 | |
Total assets | $ 4,486,471 | $ 4,174,724 |
Operating Segments | Office properties | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 386,448 | 377,546 |
Operating Segments | Retail properties | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 511,636 | 537,147 |
Operating Segments | Residential properties | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,608,727 | 1,495,532 |
Operating Segments | Industrial properties | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 1,339,472 | 1,248,255 |
Operating Segments | Investments in real estate debt and securities | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | 325,400 | 275,335 |
Corporate | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Total assets | $ 314,788 | $ 240,909 |
SEGMENT FINANCIAL INFORMATION_3
SEGMENT FINANCIAL INFORMATION (Reconciliation of Net Operating Income to Reported Net Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reconciliation of net operating income attributable to common shareholders | ||||
Net loss attributable to common stockholders | $ (14,410) | $ (24,872) | $ (39,164) | $ (9,449) |
Real estate-related depreciation and amortization | 32,146 | 36,713 | 99,201 | 101,067 |
General and administrative expenses | 2,974 | 3,155 | 8,991 | 7,786 |
Advisory fees | 9,661 | 8,980 | 28,822 | 24,351 |
Performance participation allocation | 0 | 3,710 | 0 | 22,088 |
Acquisition costs and reimbursements | 2,032 | 1,176 | 5,050 | 3,898 |
Impairment loss on debt-related investment held for sale | 0 | 0 | 3,780 | 0 |
Equity in loss (income) from unconsolidated joint venture partnerships | 1,078 | (1,590) | 3,727 | (2,298) |
Interest expense | 33,967 | 42,255 | 109,394 | 100,439 |
Gain on sale of real estate property | 0 | (11,303) | (36,884) | (94,827) |
Loss on extinguishment of debt and financing commitments, net | 0 | 0 | 700 | 0 |
Loss (gain) on derivative instruments | 76 | (1,691) | (13) | (4,223) |
Provision for current expected credit losses | (1,048) | 0 | 2,950 | 0 |
Other income and expenses | (1,298) | (843) | (3,330) | (1,843) |
Net loss attributable to redeemable noncontrolling interests | (146) | (253) | (390) | (67) |
Net loss attributable to noncontrolling interests | (4,477) | (4,996) | (11,304) | (2,378) |
Net operating income | $ 60,555 | $ 50,441 | $ 171,530 | $ 144,544 |
SEGMENT FINANCIAL INFORMATION_4
SEGMENT FINANCIAL INFORMATION (Revenue and Components of Net Operating Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Rental revenues | $ 82,369 | $ 76,988 | $ 237,533 | $ 212,987 |
Debt-related income | 8,837 | 1,548 | 21,787 | 5,862 |
Rental expenses | (30,651) | (28,095) | (87,790) | (74,305) |
Net operating income | 60,555 | 50,441 | 171,530 | 144,544 |
Real estate-related depreciation and amortization | 32,146 | 36,713 | 99,201 | 101,067 |
Office | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues | 12,942 | 13,065 | 39,292 | 39,845 |
Rental expenses | (6,554) | (6,296) | (19,626) | (18,259) |
Net operating income | 6,388 | 6,769 | 19,666 | 21,586 |
Real estate-related depreciation and amortization | 4,054 | 3,746 | 12,220 | 11,986 |
Retail | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues | 15,131 | 15,303 | 43,937 | 48,879 |
Rental expenses | (4,089) | (4,421) | (11,448) | (12,826) |
Net operating income | 11,042 | 10,882 | 32,489 | 36,053 |
Real estate-related depreciation and amortization | 4,016 | 4,140 | 12,094 | 13,268 |
Residential | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues | 30,437 | 28,047 | 88,108 | 70,225 |
Rental expenses | (14,546) | (12,261) | (41,806) | (30,265) |
Net operating income | 15,891 | 15,786 | 46,302 | 39,960 |
Real estate-related depreciation and amortization | 10,256 | 13,490 | 29,695 | 37,882 |
Industrial | ||||
Segment Reporting Information [Line Items] | ||||
Rental revenues | 23,859 | 20,573 | 66,196 | 54,038 |
Rental expenses | (5,462) | (5,117) | (14,910) | (12,955) |
Net operating income | 18,397 | 15,456 | 51,286 | 41,083 |
Real estate-related depreciation and amortization | 13,820 | 15,337 | 45,192 | 37,931 |
Debt and Securities | ||||
Segment Reporting Information [Line Items] | ||||
Debt-related income | 8,837 | 1,548 | 21,787 | 5,862 |
Net operating income | $ 8,837 | $ 1,548 | $ 21,787 | $ 5,862 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (14,410) | $ (24,872) | $ (39,164) | $ (9,449) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |