Equity and Redeemable Non-controlling Interest | Equity and Redeemable Non-controlling Interest Preferred Stock As of September 30, 2022 and December 31, 2021, 125 shares of preferred stock are issued and outstanding. Holders of our Series A Preferred Stock are entitled to receive dividends at an annual rate of 12.5% of the liquidation preference of $500.00 per share, or $62.50 per share per annum. Dividends are cumulative and payable semi-annually. We have the option to redeem shares of our Series A Preferred Stock in whole or in part at any time for the price of $500.00 per share, plus any accrued and unpaid dividends through the date of redemption. If a redemption occurs on or before December 31, 2022, we will pay an additional $50.00 per share redemption premium. Common Stock The following tables detail the movement in the Company’s outstanding shares of common stock: Nine Months Ended September 30, 2022 Class T Class S Class D Class I Class E Class N Total Balance at December 31, 2021 186,821 186,821 186,821 186,715 2,244,581 8,556,509 11,548,268 Issuance of common stock 165,035 165,035 165,035 279,643 1,814 2,213,413 2,989,975 Distribution reinvestment — — — 458 2,133 — 2,591 Balance at March 31, 2022 351,856 351,856 351,856 466,816 2,248,528 10,769,922 14,540,834 Issuance of common stock 838 — 24,365 398,375 5,099 1,392,047 1,820,724 Common stock repurchased (1) — — — (291,818) — (149,616) (441,434) Exchange of common stock (2) — — — 2,028,085 — (1,992,225) 35,860 Distribution reinvestment — — 21 1,892 2,130 — 4,043 Balance at June 30, 2022 352,694 351,856 376,242 2,603,350 2,255,757 10,020,128 15,960,027 Issuance of common stock 45,375 — 115,191 502,883 22,075 365,118 1,050,642 Distribution reinvestment 1 — 73 2,807 2,055 — 4,936 Balance at September 30, 2022 398,070 351,856 491,506 3,109,040 2,279,887 10,385,246 17,015,605 Nine Months Ended September 30, 2021 Class T Class S Class D Class I Class E Class N Total Balance at December 31, 2020 — — — — — 3,608,830 3,608,830 Issuance of common stock — — — — — 2,636,645 2,636,645 Distribution reinvestment — — — — — 32 32 Balance at March 31, 2021 — — — — — 6,245,507 6,245,507 Issuance of common stock 91 91 91 — — 1,154 1,427 Exchange of common stock (3) — — — — 156,066 (156,066) — Distribution reinvestment — — — 492 — — 492 Balance at June 30, 2021 91 91 91 492 156,066 6,090,595 6,247,426 Issuance of common stock — — — — 801,593 2,290,960 3,092,553 Common stock repurchased (4) — — — — — (785,025) (785,025) Distribution reinvestment — — — 7 1,172 — 1,179 Balance at September 30, 2021 91 91 91 499 958,831 7,596,530 8,556,133 (1) We repurchased 149,616 Class N shares under MassMutual’s subscription agreement and 291,818 Class I shares as permitted under Invesco Realty, Inc.’s subscription agreement. (2) On June 29, 2022, we issued 2,028,085 unregistered Class I shares of common stock to an affiliate of our Adviser in exchange for 1,992,225 of Class N shares with an equivalent aggregate NAV based on the NAV per share of Class I shares and Class N shares as of May 31, 2022. (3) On May 14, 2021, we exchanged 156,066 Class N shares of our common stock held by our directors and employees of the Adviser and its affiliates, for no additional consideration, on a one-for-one basis for Class E shares of our common stock. (4) In accordance with MassMutual’s Subscription Agreement, on August 5, 2021, we repurchased 785,025 of Class N shares held by MassMutual for $20.0 million. As of September 30, 2022 and December 31, 2021, 10,385,246 and 7,372,812, respectively, of our Class N shares have been classified as redeemable common stock because the stockholder, MassMutual, has the contractual right to redeem the shares under certain circumstances. As of September 30, 2022 all outstanding Class N shares were classified as redeemable common stock. As of December 31, 2021, of the 8,556,509 outstanding Class N shares, 1,183,697 have been recorded as common stock. As of September 30, 2022, MassMutual has committed to purchase an additional $29.3 million of Class N common stock, as discussed in Note 11 — “Class N Redeemable Common Stock.” We also have a $30.0 million commitment from Invesco Realty, Inc. that collateralizes our Revolving Credit Facility. We may be required to call capital under this commitment to repay outstanding obligations under our Revolving Credit Facility in the event of default, however this commitment is not available to fund our operating or investing activities. Distributions We intend to distribute substantially all of our taxable income to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code. Taxable income does not necessarily equal net income as calculated in accordance with GAAP. For the three and nine months ended September 30, 2022, we declared distributions of $6.9 million and $19.4 million, respectively. For the three and nine months ended September 30, 2021, we declared distributions of $2.7 million and $7.7 million, respectively. We accrued $2.1 million and $1.4 million for distributions payable to related parties as a component of due to affiliates in our condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. Additionally, we accrued $0.2 million for distributions payable to third parties as a component of accounts payable and accrued expenses in our condensed consolidated balance sheets as of September 30, 2022. As of December 31, 2021, we did not incur any distributions payable to third parties. The following tables detail the aggregate distributions declared per share for each applicable class of stock for the three and nine months ended September 30, 2022 and 2021: Three Months Ended September 30, 2022 Series A Class T Class S Class D Class I Class E Class N Aggregate distributions declared per share $ — $ 0.4170 $ 0.4170 $ 0.4170 $ 0.4170 $ 0.4170 $ 0.4170 Stockholder servicing fee per share (1) — (0.0033) — (0.0046) — — — Net distributions declared per share $ — $ 0.4137 $ 0.4170 $ 0.4124 $ 0.4170 $ 0.4170 $ 0.4170 Three Months Ended September 30, 2021 Series A Class T Class S Class D Class I Class E Class N Aggregate distributions declared per share $ — $ 0.4076 $ 0.4076 $ 0.4076 $ 0.4076 $ 0.4076 $ 0.4076 Stockholder servicing fee per share (1) — (0.0602) (0.0602) (0.0178) — — — Net distributions declared per share $ — $ 0.3474 $ 0.3474 $ 0.3898 $ 0.4076 $ 0.4076 $ 0.4076 Nine Months Ended September 30, 2022 Series A Class T Class S Class D Class I Class E Class N Aggregate distributions declared per share $ 31.2500 $ 1.2637 $ 1.2637 $ 1.2637 $ 1.2637 $ 1.2637 $ 1.2637 Stockholder servicing fee per share (1)(2) — 0.0078 0.0115 (0.0019) — — — Net distributions declared per share $ 31.2500 $ 1.2715 $ 1.2752 $ 1.2618 $ 1.2637 $ 1.2637 $ 1.2637 Nine Months Ended September 30, 2021 Series A Class T Class S Class D Class I Class E Class N Aggregate distributions declared per share $ 31.2500 $ 0.5396 $ 0.5396 $ 0.5396 $ 0.6698 $ 0.6698 $ 1.2598 Stockholder servicing fee per share (1) — (0.0797) (0.0797) (0.0235) — — — Net distributions declared per share $ 31.2500 $ 0.4599 $ 0.4599 $ 0.5161 $ 0.6698 $ 0.6698 $ 1.2598 (1) See Note 14 — “Related Party Transactions” for a discussion of the stockholder servicing fees. (2) For the nine months ended September 30, 2022, the stockholder servicing fee for Class T and Class S Common Stock results in a net distribution higher than the gross distribution because it includes an adjustment for stockholder servicing fees deducted from prior monthly distributions. Redeemable Non-controlling Interest in INREIT OP In connection with its performance participation interest, the Special Limited Partner holds Class E units in INREIT OP. See Note 14 — “Related Party Transactions” for further details of the Special Limited Partner’s performance participation interest. Because the Special Limited Partner has the ability to redeem its Class E units for cash, at its election, we have classified these Class E units as redeemable non-controlling interest in INREIT OP on our condensed consolidated balance sheets. The redeemable non-controlling interest in INREIT OP is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such units at the end of each measurement period. See Note 2 — “Summary of Significant Accounting Policies” for additional information on the redemption value. As the redemption value was greater than the adjusted carrying value at September 30, 2022, we recorded an allocation adjustment of $0.1 million between additional paid-in capital and redeemable non-controlling interest in INREIT OP on our condensed consolidated balance sheets. The following table details the non-controlling interest activity related to the Special Limited Partner: Three Months Ended September 30, Nine Months Ended September 30, $ in thousands 2022 2021 2022 2021 Net loss allocated $ (4) $ — $ (303) $ — Distributions $ 44 $ — $ 118 $ — Adjustment to carrying value $ 53 $ — $ 181 $ — As of September 30, 2022, distributions payable to the Special Limited Partner were approximately $15,000. As the Special Limited Partner did not receive Class E INREIT OP units until February 2022, there was no distribution payable to the Special Limited Partner as of December 31, 2021. Distribution Reinvestment Plan We have adopted a distribution reinvestment plan whereby stockholders (other than stockholders residing in certain states, as discussed below) will have their cash distributions automatically reinvested in additional shares of common stock unless they elect to receive their distributions in cash. Stockholders residing in Alabama, Idaho, Kansas, Kentucky, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of common stock. The per share purchase price for shares purchased under the distribution reinvestment plan will be equal to the offering price before upfront selling commissions and dealer manager fees (the “transaction price”) at the time the distribution is payable. The transaction price will generally be equal to our prior month’s NAV per share for that share class. Stockholders will not pay upfront selling commissions or dealer manager fees when purchasing shares under the distribution reinvestment plan. The stockholder servicing fees for shares of our Class T shares, Class S shares and Class D shares are calculated based on the NAV for those shares and may reduce the NAV or, alternatively, the distributions payable with respect to shares of each such class, including shares issued in respect of distributions on such shares under the distribution reinvestment plan. Share Repurchase Plan We have adopted a share repurchase plan. On a monthly basis, our stockholders may request that we repurchase all or any portion of their shares. We may choose, in our discretion, to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any month, subject to any limitations in the share repurchase plan. For the three and nine months ended September 30, 2022, we did not repurchase any shares under the share repurchase plan as no repurchase requests were made. Share-Based Compensation Plan For the three and nine months ended September 30, 2022, we awarded independent members of our board of directors 581 and 1,811 Class E shares, respectively, under our 2019 Equity Incentive Plan (the “Incentive Plan”) and recognized approximately $19,000 and $57,000, respectively, of compensation expense related to these awards. For the three and nine months ended September 30, 2021, we awarded independent members of our board of directors 1,422 and 690 Class N shares, respectively, under the Incentive Plan and recognized approximately $19,000 and $58,000, respectively, of compensation expense related to these awards. As of September 30, 2022, 190,310 shares of common stock remain available for future issuance under the Incentive Plan. |