Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 05, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity Registrant Name | North Haven Net REIT | |
Entity Incorporation, State or Country Code | MD | |
Entity Address, Address Line One | 1585 Broadway, 33rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Tax Identification Number | 92-2570735 | |
Entity Address, Postal Zip Code | 10036 | |
Local Phone Number | 761-2340 | |
City Area Code | 212 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001999784 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity File Number | 000-56611 | |
Class F-S common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,212,851 | |
Class F-I common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,794,430 | |
Class S common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 402,664 | |
Class I common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 228,901 | |
Class E common shares | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,670,253 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Investments in real estate, net | $ 125,636 | $ 0 |
Cash and cash equivalents | 374,335 | 27,251 |
Restricted cash | 117,090 | 0 |
Intangible assets, net | 38,642 | 0 |
Other assets | 2,199 | 1,500 |
Total assets | 657,902 | 28,751 |
Liabilities | ||
Secured debt arrangements, net | 58,732 | 0 |
Warehouse credit facility | 0 | 28,750 |
Subscriptions received in advance | 117,090 | 0 |
Intangible liabilities, net | 17,188 | 0 |
Total liabilities | 199,632 | 28,819 |
Commitments and contingencies (Note 12) | 0 | 0 |
Redeemable common shares, par value Class E shares, $0.01 per share, 1,225,000 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively (Note 7) | 24,540 | 0 |
Redeemable non-controlling interests (Note 7) | 501 | 0 |
Shareholders' equity (deficit) | ||
Common shares, par value $0.01 per share, 21,873,717 and 50 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively (Note 10) | 219 | 0 |
Additional paid-in capital | 436,547 | 1 |
Accumulated deficit | (3,537) | (69) |
Total shareholders' equity (deficit) | 433,229 | (68) |
Total liabilities and shareholders' equity (deficit) | 657,902 | 28,751 |
Related Party | ||
Liabilities | ||
Other liabilities | 4,020 | 0 |
Nonrelated Party | ||
Liabilities | ||
Other liabilities | $ 2,602 | $ 69 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Redeemable common shares, par value (in dollar per share) | $ 0.01 | $ 0.01 |
Redeemable common shares, shares issued (in shares) | 1,225,000 | 0 |
Redeemable common shares, shares outstanding (in shares) | 1,225,000 | 0 |
Common stock, par value (in dollar per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 21,873,717 | 50 |
Common stock, shares outstanding (in shares) | 21,873,717 | 50 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Revenues | ||
Rental revenue | $ 1,250 | $ 1,627 |
Total revenues | 1,250 | 1,627 |
Expenses | ||
Rental property operating | 27 | 34 |
Depreciation and amortization | 787 | 927 |
General and administrative | 1,686 | 1,686 |
Organizational costs | 1,920 | 1,920 |
Total expenses | 4,420 | 4,567 |
Other income (expenses) | ||
Other income | 4,071 | 4,071 |
Interest expense | (237) | (521) |
Total other income (expenses) | 3,834 | 3,550 |
Net income | 664 | 610 |
Net income attributable to redeemable non-controlling interests | 1 | 1 |
Net income | $ 663 | $ 609 |
Net loss per share of common share, basic (USD per share) | $ 0.04 | $ 0.07 |
Net loss per share of common share, diluted (USD per share) | $ 0.04 | $ 0.07 |
Weighted-average shares of common shares outstanding, basic (in shares) | 17,385,245 | 8,692,646 |
Weighted-average shares of common shares outstanding, diluted (in shares) | 17,385,245 | 8,692,646 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) $ in Thousands | Total | Common Shares | Additional paid-in capital | Accumulated deficit |
Common shares, beginning balance (in shares) at Dec. 31, 2023 | 50 | |||
Common shares amount, beginning balance at Dec. 31, 2023 | $ (68) | $ 0 | $ 1 | $ (69) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common shares issued (in shares) | 21,817,858 | |||
Common shares issued | 438,232 | $ 218 | 438,014 | |
Amortization of restricted share grants | 20 | 20 | ||
Offering costs | (2,558) | (2,558) | ||
Common shares repurchased (in shares) | (50) | |||
Common shares repurchased | (1) | (1) | ||
Distribution reinvestment (in shares) | 55,859 | |||
Distribution reinvestment | 1,118 | $ 1 | 1,117 | |
Distributions declared on common shares ($0.2542 gross per share) | (4,066) | (4,066) | ||
Distributions declared prior to principal operations commencement ($216.89 gross per share) | (11) | (11) | ||
Net income | 609 | 609 | ||
Allocation to redeemable common shares | (40) | (40) | ||
Allocation to redeemable non-controlling interests | (6) | (6) | ||
Common shares, ending balance (in shares) at Jun. 30, 2024 | 21,873,717 | |||
Common shares amount, ending balance at Jun. 30, 2024 | 433,229 | $ 219 | 436,547 | (3,537) |
Common shares, beginning balance (in shares) at Mar. 31, 2024 | 0 | |||
Common shares amount, beginning balance at Mar. 31, 2024 | (134) | $ 0 | 0 | (134) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Common shares issued (in shares) | 21,817,858 | |||
Common shares issued | 438,232 | $ 218 | 438,014 | |
Amortization of restricted share grants | 20 | 20 | ||
Offering costs | (2,558) | (2,558) | ||
Distribution reinvestment (in shares) | 55,859 | |||
Distribution reinvestment | 1,118 | $ 1 | 1,117 | |
Distributions declared on common shares ($0.2542 gross per share) | (4,066) | (4,066) | ||
Net income | 663 | 663 | ||
Allocation to redeemable common shares | (40) | (40) | ||
Allocation to redeemable non-controlling interests | (6) | (6) | ||
Common shares, ending balance (in shares) at Jun. 30, 2024 | 21,873,717 | |||
Common shares amount, ending balance at Jun. 30, 2024 | $ 433,229 | $ 219 | $ 436,547 | $ (3,537) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Distributions declared on common shares (in USD per share) | $ 0.2542 |
Net income attributable to redeemable non-controlling interests | $ | $ 1 |
Distributions declared prior to principal operations commencement (USD per share) | $ 216.89 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 | |
Cash flows from operating activities: | |
Net income | $ 610 |
Adjustments to reconcile net income to cash provided by operating activities: | |
Straight-line rent adjustment | (164) |
Amortization of above- and below- market lease, net | 33 |
Depreciation and amortization | 927 |
Amortization of discount on mortgage loans | 65 |
Amortization of restricted share grants | 20 |
Changes in assets and liabilities | |
Other assets | (35) |
Net cash provided by operating activities | 5,746 |
Cash flows from investing activities: | |
Acquisition of real estate | (87,858) |
Capital improvements to real estate | (25) |
Earnest money deposit | (2,000) |
Net cash used in investing activities | (89,883) |
Cash flows from financing activities: | |
Proceeds from issuance of common shares | 438,232 |
Subscriptions received in advance | 117,090 |
Proceeds from issuance of redeemable common shares | 24,500 |
Proceeds from issuance of operating partnership units | 500 |
Repurchase of common shares | (1) |
Offering costs | (2,124) |
Repayment of the warehouse credit facility | (28,750) |
Payment of distributions to operating partnership units | (1,119) |
Payment of distributions prior to principal operations commencement | (11) |
Payment of distributions to operating partnership units | (6) |
Net cash provided by financing activities | 548,311 |
Net change in cash, cash equivalents, and restricted cash | 464,174 |
Cash and cash equivalents at December 31, 2023 | 27,251 |
Cash, cash equivalents, and restricted cash at June 30, 2024 | 491,425 |
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet: | |
Cash and cash equivalents | 374,335 |
Restricted cash | 117,090 |
Total cash, cash equivalents and restricted cash | 491,425 |
Supplemental disclosure: | |
Interest paid | 353 |
Supplemental disclosure of non-cash financing activities: | |
Assumption of mortgage loans | 58,667 |
Distribution reinvestment | 1,118 |
Accrued distributions for common shareholders | 1,827 |
Accrued distributions for redeemable non-controlling interests | 2 |
Accrued shareholder servicing fees | 196 |
Accrued offering costs | 238 |
Allocation to redeemable common shares | 40 |
Allocation to redeemable non-controlling interests | 6 |
Nonrelated Party | |
Changes in assets and liabilities | |
Other liabilities | 704 |
Related Party | |
Changes in assets and liabilities | |
Other liabilities | $ 3,586 |
Organization and Business Purpo
Organization and Business Purpose | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Purpose | Organization and Business Purpose North Haven Net REIT (“we,” “us,” “our,” and the “Company”) was formed on February 6, 2023 as a Maryland statutory trust and intends to qualify as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. The Company invests in net lease investments comprised of high-quality commercial real estate assets that are primarily long-term leased under net lease structures to tenants for whom the properties are mission critical, meaning essential to the continuance of their business operations. The Company seeks to create a portfolio diversified across asset class, tenant industry, lease expiration and geography to attempt to mitigate credit risk concentration and volatility resulting from market conditions. In addition, to a lesser extent, the Company also intends to invest on a tactical basis in commercial real estate debt-related assets, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans, preferred equity, real estate-related corporate credit, and commercial mortgage-backed securities, as well as other real estate-related securities (such as common and preferred stock of publicly traded REITs and other real estate companies) and loans. The Company is externally managed by MSREF Real Estate Advisor, Inc. (the “Adviser”), a Delaware corporation and wholly-owned subsidiary of Morgan Stanley (NYSE: MS) (“Morgan Stanley”). The Company is the sole general partner of NH Net REIT Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”). The Operating Partnership is consolidated by the Company and substantially all the Company's operations are conducted through the Operating Partnership. The Company owns 99.9% of the Operating Partnership and NH Net REIT Special Limited Partner LP, an affiliate of Morgan Stanley (the “Special Limited Partner”), owns a special limited partner interest in the Operating Partnership. On January 11, 2024, the Company commenced a continuous, blind-pool private offering (the “Offering”), pursuant to which it offers and sells to a limited number of investors its common shares, including, but not limited to, common shares classified as Class S shares, Class I shares, Class F-S shares, Class F-I shares (Class F-S shares and Class F-I shares together with certain other share classes collectively referred to as “Founder Share Classes”) and Class E shares. The share classes have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees, as well as different management fees and performance participation allocations. The initial per share purchase price for the Company’s common shares in the initial closing of the Offering, which occurred on April 1, 2024, was $20.00 per share, plus applicable upfront selling commissions and dealer manager fees. Thereafter, the purchase price per share for each class of our common shares will vary and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees. The calculation of NAV may differ from a similar calculation under accounting principles generally accepted in the United States of America (“GAAP”). As of June 30, 2024 , the Company owned four net lease investments in the industrial sector. The Company currently operates in one reportable segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated balance sheet. Actual results could differ from those estimates. All intercompany balances and transactions have been eliminated in consolidation. We have not presented condensed consolidated statements of operations and condensed consolidated statements of changes in shareholders' equity (deficit) for the three and six months ended June 30, 2023 and a condensed consolidated statement of cash flows for the six months ended June 30, 2023 because the Company did not have any activity or operations during that period. The Company's results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year or any other future period. Principles of Consolidation The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates this entity as it has the ability to direct the most significant activities of the entity such as purchases, dispositions, financings, budgets, and overall operating plans. The Company meets the VIE disclosure exemption criteria, as the Company’s interest in Operating Partnership is considered a majority voting interest. Cash and Cash Equivalents Cash and cash equivalents represent cash held in banks, cash on hand, and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. The Company did not hold cash equivalents as of June 30, 2024 and December 31, 2023 . Income generated on our cash and cash equivalents is recorded in the period in which it is earned under other income in the condensed consolidated statements of operations. Restricted Cash Restricted cash consists of cash received for subscriptions prior to the date in which subscriptions are effective and shareholders are admitted into the Company. The Company’s restricted cash pertaining to subscriptions received in advance is $117,090 as of June 30, 2024 and is held in a bank account controlled by the Company’s transfer agent but in the name of the Company. There was no restricted cash as of December 31, 2023. Investments in Real Estate When acquiring a property, the Company determines whether the acquisition should be accounted for as a business combination or an asset acquisition in accordance with Accounting Standards Codification (“ASC”) ASC 805 – “Business Combinations.” For both a business combination and an asset acquisition, the Company records the identifiable assets acquired and liabilities assumed in the acquisition. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase and expenses acquisition-related costs as incurred. The Company capitalizes acquisition-related costs associated with asset acquisitions. As of June 30, 2024 , the Company owned four properties and each acquisition was accounted for as an asset acquisition. Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets and assumed liabilities (including land, buildings, above- and below-market leases, in-place leases, and other identified intangible assets and liabilities) and then allocates the purchase price to these acquired assets and assumed liabilities based on respective fair values. The Company bases its fair value assessments on cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on several factors including the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Tangible assets include land and improvements, buildings, and site improvements. The Company records acquired above- and below-market leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) the Company’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The Company records acquired in-place lease values based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses. Intangible lease assets are recorded net of amortization on the Company’s condensed consolidated balance sheets. The amortization of acquired above- and below-market leases is recorded to rental revenue in the Company’s condensed consolidated statements of operations. The amortization of leasing commissions and leases in-place are recorded in depreciation and amortization in the Company’s condensed consolidated statements of operations. The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are recorded at cost and are generally depreciated on a straight-line basis over the estimated remaining useful lives of the assets as follows: Description Depreciable Life Buildings 30 - 40 years Building and site improvements 7 - 15 years Lease intangibles and leasehold improvements Over lease term For the three and six months ended June 30, 2024 , the Company recognized depreciation expense of $540 and $638, respectively, which was recorded as depreciation and amortization in the condensed consolidated statements of operations. Significant improvements to properties are capitalized within investments in real estate on the Company's condensed consolidated balance sheets whereas repairs and maintenance are expensed as incurred and recorded in rental property operating expense in the Company’s condensed consolidated statements of operations. Real estate investments are evaluated for impairment on a quarterly basis. The Company considers the following factors when performing its impairment analysis: (1) management, having the authority to approve the action, commits to a plan to sell the asset; (2) significant negative industry and economic outlook or trends; (3) expected material costs necessary to extend the life or operate the real estate asset; and (4) its ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate investment is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate investment over the estimated remaining holding period is less than the carrying value of such investment. An impairment charge is recorded equal to the excess of the carrying value of the real estate investment over the fair value. When determining the fair value of a real estate investment, the Company makes certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon its estimate of a capitalization rate and discount rate. As of June 30, 2024 , the Company has not recorded any impairments on its investments in real estate. Redeemable Common Shares We classify common shares held by an affiliate of the Company as redeemable common shares on our condensed consolidated balance sheets at redemption value. Redemption value is determined based on the Company's NAV per share of the applicable share class as of the reporting date. Changes in the value of redeemable common shares are recorded to additional paid-in capital. Rental Revenue The Company’s primary source of revenues is rental revenue, which is accounted for under ASC 842–“Leases.” Rental revenue primarily consists of fixed contractual base rent, and, to a lesser extent tenant reimbursements, arising from tenant leases at our properties under operating leases. Rent under leases where collection is deemed probable is recognized as revenue on a straight-line basis, including any determinable rent step-up or abatement provisions, over the non-cancelable term of the related leases. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Leases that are that are deemed uncollectible are recognized as a reduction to rental revenue through a reversal of deferred rent. Any future cash receipts on leases that are deemed uncollectible will be recorded as income on a cash basis. The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. The Company exercises judgment in assessing collectability and considers the length of time a receivable has been outstanding, tenant creditworthiness, payment history, available information about the financial condition of the tenant, and current economic trends, among other factors. As of June 30, 2024 , all rent collection was deemed probable. Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ending December 31, 2024. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its shareholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. Earnings per Share Basic net income per share is computed by dividing net income for the period by the weighted average number of shares of common shares outstanding during the period. The Company does not have any dilutive securities outstanding that would cause the basic earnings per share and diluted earnings per share to differ. Organization and Offering Expenses The Adviser has agreed to advance certain organization, offering expenses and operating expenses on behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. As of June 30, 2024, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $2,158, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates had incurred organization and offering expenses on the Company’s behalf of approximately $1,800 , however these organizational and offering expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Organizational expenses are expensed as incurred, and offering expenses are charged to equity. For the three and six months ended June 30, 2024, t he Company recorded organizational expenses of $1,920 in its condensed consolidated statements of operations. Operating Expenses The Adviser has agreed to advance certain operating expenses on behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. As of June 30, 2024, the Adviser and its affiliates have incurred operating expenses on the Company’s behalf of approximately $1,666, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates has incurred operating expenses on the Company’s behalf of approximately $46 , but these operating expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Operating expenses are expensed in the period in which they are incurred. For the three and six months ended June 30, 2024, t he Company recorded operating expenses of $1,666 as a component of general and administrative expenses in its condensed consolidated statements of operations. Share-Based Compensation We compensate each of our non-employee trustees on our board of trustees who are not affiliated with Morgan Stanley with an annual retainer of restricted Class E shares as part of their compensation for services on our board of trustees. See Note 10 - Equity for additional information regarding share-based compensation. Compensation cost related to restricted common shares issued is measured at its fair value on the grant date and amortized into expense over the vesting period on a straight-line basis. Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standards and pronouncements issued by the Financial Accounting Standards Board ("FASB"). In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("Topic 740"). Topic 740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). Topic 740 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. |
Investments in Real Estate, net
Investments in Real Estate, net | 6 Months Ended |
Jun. 30, 2024 | |
Real Estate [Abstract] | |
Investments in Real Estate, net | Investments in Real Estate, net Investments in real estate, net consisted of the following: June 30, 2024 Building and building improvements $ 17,996 Land and land improvements 98,603 Site improvements 9,675 Total 126,274 Accumulated depreciation (638) Investments in real estate, net $ 125,636 As of December 31, 2023, the Company did not hold any investments in real estate. Acquisitions The following table details the acquisition values, including capitalized costs, property types and total rentable square feet for acquisitions made by the Company during the six months ended June 30, 2024: Property Type Acquisition value Number of properties Square feet (in thousands) Industrial $ 148,026 4 1,363 The following table summarizes the purchase price allocation for the properties acquired during the six months ended June 30, 2024: Amount Building and building improvements $ 17,996 Land and land improvements 98,603 Site improvements 9,651 In-place leases 31,652 Leasing commissions 2,905 Above-market lease 4,500 Below-market lease (17,281) Total purchase price $ 148,026 Assumed borrowings (1) (58,667) Net purchase price $ 89,359 (1) Refer to Note 5 - Borrowings, net for more information on mortgage loans assumed. Acquisition-related intangible assets and liabilities are recorded in intangible assets, net and intangible liabilities, net, respectively, on the condensed consolidated balance sheets. |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles | Intangibles The Company did not have any intangible assets or liabilities as of December 31, 2023 . The following table summarizes the identified intangible assets and liabilities as of June 30, 2024 : Intangible assets: Intangible lease assets, gross Accumulated amortization Intangible lease assets, net Weighted-average life (Years) In-place leases $ 31,652 $ (236) $ 31,416 14.8 Leasing commissions 2,905 (53) 2,852 10.1 Above-market lease 4,500 (126) 4,374 14.7 Total intangible assets: $ 39,057 $ (415) $ 38,642 14.5 During the three and six months ended June 30, 2024, the Company recognized $247 and $289 of amortization, respectively, related to its in-place lease intangible assets and leasing commissions. During the three and six months ended June 30, 2024, $75 and $126 of amortization is recorded as a decrease to rental revenue, respectively, related to above-market lease intangible assets in the condensed consolidated statements of operations. Intangible liabilities: Intangible lease liabilities, gross Accumulated amortization Intangible lease liabilities, net Weighted-average life (Years) Below-market lease $ 17,281 $ (93) $ 17,188 15.6 Total intangible liabilities: $ 17,281 $ (93) $ 17,188 15.6 During each of the three and six months ended June 30, 2024, the Company recognized $93 of amortization related to its below-market lease intangible liabilities recorded as an increase to rental revenue in the condensed consolidated statements of operations. The estimated future amortization of the Company’s intangible assets and liabilities for each of the next five years and thereafter as of June 30, 2024 is as follows: Year In-place leases Leasing commissions Above-market lease Below-market lease 2024 (remaining) $ 1,128 $ 180 $ 153 $ 554 2025 2,258 358 307 1,109 2026 2,258 358 307 1,109 2027 2,258 358 307 1,109 2028 2,258 358 307 1,109 Thereafter 21,256 1,240 2,993 12,198 Total $ 31,416 $ 2,852 $ 4,374 $ 17,188 |
Secured Debt Arrangements, net
Secured Debt Arrangements, net | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Secured Debt Arrangements, net | Secured Debt Arrangements, net During the three months ended June 30, 2024, the Company assumed two amortizing mortgage loans secured by two of its real estate investments with an aggregate principal balance of $61,668 (the "Mortgage Loans"). The Mortgage Loans bear interest at a fixed rate of 4.02% and mature on April 1, 2028. As of June 30, 2024, the Mortgage Loans had a carrying value of $58,732, net of an acquisition discount of $2,936. The Company did not hold the Mortgage Loans as of December 31, 2023. During the three and six months ended June 30, 2024, the Company incurred interest of $237 related to the Mortgage Loans, inclusive of $65 of discount amortization, recorded as interest expense in the condensed consolidated statements of operations. The Company is subject to various financial and operational covenants under certain of its Mortgage Loans. These covenants require the Company to maintain certain financial ratios, which include leverage, debt yield, and debt service coverage, among others. A s of June 30, 2024, the Company was in compliance with all of its covenants related to the Mortgage Loans. |
Other Assets and Other Liabilit
Other Assets and Other Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Other Assets and Other Liabilities | Other Assets and Other Liabilities The following table details the components of the Company's other assets at the dates indicated: June 30, 2024 December 31, 2023 Earnest money deposit $ 2,000 $ 1,500 Straight-line rent receivables 164 - Other 35 - Total other assets $ 2,199 $ 1,500 The following table details the components of the Company's other liabilities at the dates indicated: June 30, 2024 December 31, 2023 Distribution payable $ 1,829 $ - Due to tenant 400 - Interest payable 207 69 Other 166 - Total other liabilities $ 2,602 $ 69 |
Redeemable Common Shares and No
Redeemable Common Shares and Non-Controlling Interest | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Redeemable Common Shares and Non-Controlling Interest | Redeemable Common Shares and Non-Controlling Interests On April 1, 2024, MSREI Holding, Inc., an affiliate of the Adviser ("MSREI Holding") purchased 1,225,000 Class E shares of the Company and the Special Limited Partner purchased 25,000 Class E Operating Partnership units, in each case, at a price per share/unit equal to $20.00 (the "Morgan Stanley Equity Investment"). Each of the offers and sales of the shares/units described above was exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) and/or Rule 506 of Regulation D thereunder. MSREI Holding and the Special Limited Partner have agreed to hold the Class E shares/Operating Partnership units issued in respect of the Morgan Stanley Equity Investment until the earlier of (i) the first date that the Company's NAV reaches $1.5 billion and (ii) April 1, 2027, which is three years after the initial closing of the Company's private offering. Following such date, each quarter MSREI Holding and the Special Limited Partner may request, with respect to the Morgan Stanley Equity Investment, that the Company repurchase (each, a “MS Repurchase”), a number of Class E shares/ Operating Partnership units in an amount equal to the amount available under the Company's share repurchase plan’s 5% quarterly cap, but only after the Company first satisfy repurchase requests from all other common shareholders who have properly submitted a repurchase request for such quarter in accordance with the Company's share repurchase plan. Notwithstanding the foregoing, for so long as Morgan Stanley or its affiliate acts as investment adviser to the Company, the Company will not effect any MS Repurchase during any quarter in which the full amount of all common shares requested to be repurchased by shareholders other than Morgan Stanley and its affiliates under the Company's share repurchase plan is not repurchased or when the Company's share repurchase plan has been suspended. As of June 30, 2024, Class E shares held by MSREI Holding and Class E units held by the Special Limited Partner pursuant to the Morgan Stanley Equity Investment are classified in temporary equity because the Company is required to repurchase or redeem, as applicable, these Class E shares / units upon request by the holders, subject to certain limitations and terms set forth in the applicable subscription agreement if certain conditions outside of the control of the Company are met (as discussed above). The Class E shares held by MSREI Holding are classified as redeemable common shares on the Company's condensed consolidated balance sheets. The following table summarizes the changes in the Company's outstanding shares of redeemable common shares for the six months ended June 30, 2024: Six Months Ended June 30, 2024 Balance at the beginning of the year — Issuance of common shares 1,225,000 Ending Balance 1,225,000 Redeemable common shares are recorded at their redemption value, which is equivalent to fair value, of such Class E common shares at the end of each measurement period. As of June 30, 2024 there was an allocation of $40 to the redeemable common shares in connection with this fair value measurement. The Class E Operating Partnership units held by the Special Limited Partner are classified as redeemable non-controlling interests on the Company's condensed consolidated balance sheets. Redeemable non-controlling interests are recorded at the greater of their carrying amount, adjusted for their share of the allocation of income or loss and dividends, or their redemption value, which is equivalent to fair value, of such Operating Partnership units at the end of each measurement period. The following table details the activity of redeemable non-controlling interests related to the Special Limited Partner : Six Months Ended June 30, 2024 Balance at the beginning of the year $ — Issuance 500 GAAP income allocation 1 Distributions (6) Fair value allocation 6 Ending Balance $ 501 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The following table details the components of due to affiliates: June 30, 2024 Advanced organizational and offering expenses $ 2,158 Advanced operating expenses 1,666 Accrued shareholder servicing fees 196 Due to affiliates $ 4,020 There were no amounts recorded as due to affiliates as of December 31, 2023. Organization and Offering Expenses The Adviser has agreed to advance organization and offering expenses (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses, reasonable bona fide due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, and expense reimbursements for actual costs incurred by employees of Morgan Stanley Distribution, Inc., the dealer manager for the Offering (the "Dealer Manager"), in the performance of wholesaling activities, but excluding upfront selling commissions, dealer manager fees and the shareholder servicing fee) on the behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. Such reimbursement may be paid, at the Adviser’s election, in cash, Class E shares or Class E Operating Partnership units, or any combination thereof. If the Adviser elects to receive any portion of such reimbursement in the Company’s common shares or Operating Partnership units, the Company may repurchase such common shares or units from the Adviser at a later date. As of June 30, 2024, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $2,158, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $1,800 , but these organizational and offering expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Organizational expenses are expensed as incurred, and offering expenses are be charged to equity. For the three and six months ended June 30, 2024, t he Company recorded organizational expenses of $1,920 in its condensed consolidated statements of operations. Operating Expenses The Adviser has agreed to advance certain operating expenses on behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. As of June 30, 2024, the Adviser and its affiliates have incurred operating expenses on the Company’s behalf of approximately $1,666, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates have incurred operating expenses on the Company’s behalf of approximately $46 , but these operating expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Operating expenses are expensed in the period in which they are incurred. For the three and six months ended June 30, 2024, t he Company recorded operating expenses of $1,666 as a component of general and administrative in its condensed consolidated statements of operations. Dealer Manager On April 1, 2024, the Company entered into a dealer manager agreement (the “Dealer Manager Agreement”) with the Dealer Manager, pursuant to which the Dealer Manager will serve as the dealer manager for the Offering. The Dealer Manager is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class F-S share and Class S share sold in the Offering. In addition, the Company pays the Dealer Manager selling commissions equal to 0.85% per annum of the aggregate NAV of our outstanding Class F-S shares and Class S shares over time as shareholder servicing fees for ongoing services rendered to shareholders. There are no upfront selling commissions or shareholder servicing fees for Class I shares, Class F-I shares or Class E shares. For the three and six months ended June 30, 2024, the Company incurred $1,906 in upfront selling commissions and $414 in shareholder servicing fees, which are charged against additional paid-in-capital as offering costs. OP Agreement On April 1, 2024, the Operating Partnership entered into the Amended and Restated Limited Partnership Agreement, by and among the Company, as the general partner, the Special Limited Partner, and the other limited partners party thereto from time to time. Advisory Agreement On April 1, 2024, the Company entered into an advisory agreement (the "Advisory Agreement") with the Operating Partnership and the Adviser. Pursuant to the Advisory Agreement, the Adviser is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of trustees. Certain affiliates of the Company, including the Adviser, will receive fees and compensation in connection with the offering and ongoing management of the assets of the Company. The Adviser will be paid a management fee equal to (1) 0.50% of NAV for Founder Share Classes and (2) 1.25% of NAV for shares classes other than the Founder Share Classes except Class E shares, in each case, per annum payable monthly. Additionally, to the extent that the Operating Partnership issues Operating Partnership units to parties other than the Company, the Operating Partnership will pay the Adviser a management fee equal to (1) 0.50% of the NAV of the Operating Partnership attributable to Founder Share Class units not held by the Company and (2) 1.25% of NAV of the Operating Partnership attributable to units other than Founder Share Class units not held by the Company except Class E Operating Partnership units, in each case, per annum payable monthly. The management fee will be paid, at the Adviser’s election, in cash, Class E shares or Class E Operating Partnership units, or any combination thereof. In addition, the Adviser has agreed to waive the management fee through April 1, 2025, which is 12 months following the initial closing of the Offering. In addition, so long as the Advisory Agreement has not been terminated between the Company and the Adviser, the Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive in the aggregate an allocation from the Operating Partnership equal to 12.5% of the Total Return with respect to all of the Operating Partnership units, except Class E Operating Partnership units, subject to a 5% Hurdle Amount and a High Water Mark with respect to such class of units, with a Catch-Up (each term as defined in the limited partnership agreement of the Operating Partnership). Such allocation will be made annually and accrue monthly. Distributions on the performance participation interest may be payable in cash or Class E Operating Partnership units, or any combination thereof, at the election of the Special Limited Partner. The Special Limited Partner has agreed to waive distributions with respect to its performance participation interest through April 1, 2025 and as such the Company will not begin making monthly accruals until such date. The Company may retain certain of the Adviser’s affiliates, from time to time, for services relating to its investments or its operations, which may include accounting and audit services (including valuation support services), account management services, corporate secretarial services, data management services, trusteeship services, information technology services, finance/budget services, human resources, judicial processes, legal services, operational services, risk management services, tax services, treasury services, loan management services, construction management services, property management services, leasing services, property, title and/or other types of insurance and related services, transaction support services, transaction consulting services and other similar operational matters. The Operating Partnership or its subsidiary may also issue equity incentives to certain employees of such affiliates. Any payments made to the Adviser’s affiliates will not reduce the management fee or performance participation allocation. Any such arrangements will be at or below market rates. As of June 30, 2024 and December 31, 2023 , the Company has not retained an affiliate of the Adviser for any such services. Warehouse Funding Facility On November 22, 2023, the Company, as borrower, and MSREI Holding, an affiliate of the Adviser, as lender, entered into the Warehouse Funding Facility with a maximum amount of $125,000 that generally bears interest at a variable rate based on the Secured Overnight Funding Rate plus a spread based on the external cost typically used by Morgan Stanley to price funding for its business units and has a maturity date of May 22, 2025. As of December 31, 2023, the Warehouse Funding Facility had $28,750 of principal outstanding with an average all-in interest rate of 6.83%. During the six months ended June 30, 2024, the Company incurred interest of $284 recorded as interest expense in the condensed consolidated statements of operations. During the three months ended June 30, 2024, no interest was incurred because the Warehouse Funding Facility was repaid and terminated on April 1, 2024 . There were no financial covenants associated with the Warehouse Funding Facility. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company’s rental revenue primarily consists of rent earned from operating leases in the Company’s net leased portfolio which consists of fixed annual rents that escalates annually throughout the term of the leases, and the tenants are generally responsible for all property-related expenses, including taxes, insurance, and maintenance. As of June 30, 2024, the Company's investments in real estate are leased to single tenants on a net lease basis. The Company did not have any properties as of December 31, 2023 . The following table details the components of operating lease income from the leases which the Company is the lessor: Three Months Ended Six Months Ended Fixed lease payments $ 1,098 $ 1,462 Straight-line rent adjustment 107 164 Variable lease payments (1) 27 34 Amortization of above- and below-market leases 18 (33) Rental revenue $ 1,250 $ 1,627 (1) Consists of tenant reimbursements The following table presents the undiscounted future minimum rents the Company expects to receive from its net lease properties classified as an operating leases as of June 30, 2024 : Year Future Minimum Rents 2024 (remaining) $ 5,630 2025 11,442 2026 11,642 2027 11,845 2028 12,052 Thereafter 48,624 Total $ 101,235 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Equity | Equity As of December 31, 2023, the Company was authorized to issue an unlimited number of shares classified as common shares of beneficial interest, par value $0.01 per share (“common shares”). On March 29, 2024, the Company amended its Declaration of Trust, pursuant to which the Company is authorized to issue an unlimited number of common shares, including an unlimited number of shares classified as Class T shares, Class F-T shares, Class S shares, Class F-S shares, Class D shares, Class F-D shares, Class I shares, Class F-I shares, and Class E shares, and an unlimited number of shares classified as preferred shares of beneficial interest, par value $0.01 per share (“preferred shares”). Since the initial closing of the Offering on April 1, 2024, the Company has sold only Founder Share Classes and Class E shares. The share classes have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees, as well as different management fees and performance participation allocations. The below table details the classes of common shares outstanding as of June 30, 2024: Share Class Shares Issued and Outstanding Class F-S common shares, $0.01 par value per share 13,809,578 Class F-I common shares, $0.01 par value per share 5,962,197 Class E common shares, $0.01 par value per share 2,101,942 Total: 21,873,717 The table below details activity related to the Company's Founder Share Classes and Class E shares for the three months ended June 30, 2024: Class F-S Class F-I Class E Beginning balance, March 31, 2024 — — — Common shares issued 13,774,085 5,951,045 2,092,728 Dividend reinvested 35,493 11,152 9,214 Ending balance, June 30, 2024 13,809,578 5,962,197 2,101,942 Distributions The table below details the Company's distribution per share for the Company's Founder Share Classes and Class E shares for the three months ended June 30, 2024: Class F-S Class F-I Class E Aggregate gross distributions declared per share $ 0.2542 $ 0.2542 $ 0.2542 Shareholder servicing fee per share (0.0426) — — Net distributions declared per share $ 0.2116 $ 0.2542 $ 0.2542 On October 20, 2023, the Company was capitalized with a $1 investment by MSREI Holding at a purchase price of $20.00 per share. On March 28, 2024, the Company paid a distribution of $11 or $216.89 per common share to MSREI Holding. Immediately following such distribution, the Company repurchased all 50 shares from MSREI Holding at a price per common share equal to $20.00. Share-Based Compensation In April 2024, the Company's board of trustees were granted $79 in aggregate compensation in the form of 3,938 restricted Class E shares. The shares were issued at the most recent NAV per share of $20.00 and the shares, and their related distributions, are subject to a vesting period of one year. During the three and six months ended June 30, 2024, the Company recognized $20 of compensation expense related to these grants recorded in general and administrative expense in the condensed consolidated statements of operations. |
Economic Dependency
Economic Dependency | 6 Months Ended |
Jun. 30, 2024 | |
Real Estate [Abstract] | |
Economic Dependency | Economic Dependency The Company is dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company’s common shares, origination, acquisition and disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates are unable to provide such services, the Company would be required to find alternative service providers. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of June 30, 2024 and December 31, 2023 , the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened against it. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The following table details the shares sold subsequent to the end of the period through the date of this report: Title of Securities Number of Shares Sold Aggregate Consideration (1) Class F-S common shares 4,438,765 $ 89,241 Class F-I common shares 1,843,385 36,903 Class S common shares 402,664 8,153 Class I common shares 228,901 4,584 Class E common shares 356,463 7,138 Total: 7,270,178 $ 146,019 (1) Class F-S and Class S common shares includes aggregate upfront selling commissions of $478. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The condensed consolidated financial statements, including the condensed notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated balance sheet. Actual results could differ from those estimates. All intercompany balances and transactions have been eliminated in consolidation. We have not presented condensed consolidated statements of operations and condensed consolidated statements of changes in shareholders' equity (deficit) for the three and six months ended June 30, 2023 and a condensed consolidated statement of cash flows for the six months ended June 30, 2023 |
Principles of Consolidation | Principles of Consolidation The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligation to absorb losses or receive benefits significant to the VIE. The Operating Partnership is considered to be a VIE. The Company consolidates this entity as it has the ability to direct the most significant activities of the entity such as purchases, dispositions, financings, budgets, and overall operating plans. The Company meets the VIE disclosure exemption criteria, as the Company’s interest in Operating Partnership is considered a majority voting interest. |
Cash and Cash Equivalents | Cash and Cash Equivalents condensed consolidated statements of operations. |
Restricted Cash | Restricted Cash Restricted cash consists of cash received for subscriptions prior to the date in which subscriptions are effective and shareholders are admitted into the Company. The Company’s restricted cash pertaining to subscriptions received in advance is $117,090 as of June 30, 2024 and is held in a bank account controlled by the Company’s transfer agent but in the name of the Company. There was no restricted cash as of December 31, 2023. |
Investments in Real Estate | Investments in Real Estate When acquiring a property, the Company determines whether the acquisition should be accounted for as a business combination or an asset acquisition in accordance with Accounting Standards Codification (“ASC”) ASC 805 – “Business Combinations.” For both a business combination and an asset acquisition, the Company records the identifiable assets acquired and liabilities assumed in the acquisition. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase and expenses acquisition-related costs as incurred. The Company capitalizes acquisition-related costs associated with asset acquisitions. As of June 30, 2024 , the Company owned four properties and each acquisition was accounted for as an asset acquisition. Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets and assumed liabilities (including land, buildings, above- and below-market leases, in-place leases, and other identified intangible assets and liabilities) and then allocates the purchase price to these acquired assets and assumed liabilities based on respective fair values. The Company bases its fair value assessments on cash flow projections that utilize discount and/or capitalization rates that it deems appropriate, as well as other available market information. Estimates of future cash flows are based on several factors including the historical operating results, known and anticipated trends, and market and economic conditions. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. Tangible assets include land and improvements, buildings, and site improvements. The Company records acquired above- and below-market leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) the Company’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. The Company records acquired in-place lease values based on the Company’s evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases. In estimating carrying costs, the Company includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related expenses. Intangible lease assets are recorded net of amortization on the Company’s condensed consolidated balance sheets. The amortization of acquired above- and below-market leases is recorded to rental revenue in the Company’s condensed consolidated statements of operations. The amortization of leasing commissions and leases in-place are recorded in depreciation and amortization in the Company’s condensed consolidated statements of operations. The cost of buildings and improvements includes the purchase price of the Company’s properties and any acquisition-related costs, along with any subsequent improvements to such properties. The Company’s investments in real estate are recorded at cost and are generally depreciated on a straight-line basis over the estimated remaining useful lives of the assets as follows: Description Depreciable Life Buildings 30 - 40 years Building and site improvements 7 - 15 years Lease intangibles and leasehold improvements Over lease term For the three and six months ended June 30, 2024 , the Company recognized depreciation expense of $540 and $638, respectively, which was recorded as depreciation and amortization in the condensed consolidated statements of operations. Significant improvements to properties are capitalized within investments in real estate on the Company's condensed consolidated balance sheets whereas repairs and maintenance are expensed as incurred and recorded in rental property operating expense in the Company’s condensed consolidated statements of operations. Real estate investments are evaluated for impairment on a quarterly basis. The Company considers the following factors when performing its impairment analysis: (1) management, having the authority to approve the action, commits to a plan to sell the asset; (2) significant negative industry and economic outlook or trends; (3) expected material costs necessary to extend the life or operate the real estate asset; and (4) its ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate investment is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate investment over the estimated remaining holding period is less than the carrying value of such investment. An impairment charge is recorded equal to the excess of the carrying value of the real estate investment over the fair value. When determining the fair value of a real estate investment, the Company makes certain assumptions including, but not limited to, consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon its estimate of a capitalization rate and discount rate. As of June 30, 2024 , the Company has not recorded any impairments on its investments in real estate. |
Redeemable Common Shares | Redeemable Common Shares We classify common shares held by an affiliate of the Company as redeemable common shares on our condensed consolidated balance sheets at redemption value. Redemption value is determined based on the Company's NAV per share of the applicable share class as of the reporting date. Changes in the value of redeemable common shares are recorded to additional paid-in capital. |
Rental Revenue | Rental Revenue The Company’s primary source of revenues is rental revenue, which is accounted for under ASC 842–“Leases.” Rental revenue primarily consists of fixed contractual base rent, and, to a lesser extent tenant reimbursements, arising from tenant leases at our properties under operating leases. Rent under leases where collection is deemed probable is recognized as revenue on a straight-line basis, including any determinable rent step-up or abatement provisions, over the non-cancelable term of the related leases. The Company begins to recognize revenue upon the acquisition of the related property or when a tenant takes possession of the leased space. Leases that are that are deemed uncollectible are recognized as a reduction to rental revenue through a reversal of deferred rent. Any future cash receipts on leases that are deemed uncollectible will be recorded as income on a cash basis. The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. The Company exercises judgment in |
Income Taxes | Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its taxable year ending December 31, 2024. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its shareholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. |
Earnings per Share | Earnings per Share Basic net income per share is computed by dividing net income for the period by the weighted average number of shares of common shares outstanding during the period. The Company does not have any dilutive securities outstanding that would cause the basic earnings per share and diluted earnings per share to differ. |
Organization and Offering Expenses | Organization and Offering Expenses The Adviser has agreed to advance certain organization, offering expenses and operating expenses on behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. As of June 30, 2024, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $2,158, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates had incurred organization and offering expenses on the Company’s behalf of approximately $1,800 , however these organizational and offering expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Organizational expenses are expensed as incurred, and offering expenses are charged to equity. For the three and six months ended June 30, 2024, t he Company recorded organizational expenses of $1,920 in its condensed consolidated statements of operations. |
Operating Expenses | Operating Expenses The Adviser has agreed to advance certain operating expenses on behalf of the Company through April 1, 2025, which is 12 months following the initial closing of the Offering. The Company will reimburse the Adviser for all such advanced expenses ratably over a 60 -month period following April 1, 2025. As of June 30, 2024, the Adviser and its affiliates have incurred operating expenses on the Company’s behalf of approximately $1,666, which is recorded as a liability on the Company's condensed consolidated balance sheets. As of December 31, 2023, the Adviser and its affiliates has incurred operating expenses on the Company’s behalf of approximately $46 , but these operating expenses were not recorded in the accompanying condensed consolidated financial statements because such costs were not the Company’s liability until April 1, 2024, the date on which the Company commenced operations through the initial closing of the Offering and admittance of third-party shareholders. Operating expenses are expensed in the period in which they are incurred. For the three and six months ended June 30, 2024, t he Company recorded operating expenses of $1,666 as a component of general and administrative expenses in its condensed consolidated statements of operations. |
Share-Based Compensation | Share-Based Compensation We compensate each of our non-employee trustees on our board of trustees who are not affiliated with Morgan Stanley with an annual retainer of restricted Class E shares as part of their compensation for services on our board of trustees. See Note 10 - Equity for additional information regarding share-based compensation. Compensation cost related to restricted common shares issued is measured at its fair value on the grant date and amortized into expense over the vesting period on a straight-line basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all accounting standards and pronouncements issued by the Financial Accounting Standards Board ("FASB"). In November 2023, the FASB issued Accounting Standards Update (ASU) 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("Topic 280"). Topic 280 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker ("CODM"), extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. The amendments are effective in fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required, and early adoption of the amendments is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("Topic 740"). Topic 740 modifies the rules on income tax disclosures to require entities to disclose (i) specific categories in the rate reconciliation, (ii) the income (loss) from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (iii) income tax expense or benefit from continuing operations (separated by federal, state and foreign). Topic 740 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on our financial statement disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule Of Remaining Useful Lives Of Real Estate Investments | The Company’s investments in real estate are recorded at cost and are generally depreciated on a straight-line basis over the estimated remaining useful lives of the assets as follows: Description Depreciable Life Buildings 30 - 40 years Building and site improvements 7 - 15 years Lease intangibles and leasehold improvements Over lease term |
Investments in Real Estate, n_2
Investments in Real Estate, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Real Estate [Abstract] | |
Real Estate Investment Financial Statements, Disclosure | Investments in real estate, net consisted of the following: June 30, 2024 Building and building improvements $ 17,996 Land and land improvements 98,603 Site improvements 9,675 Total 126,274 Accumulated depreciation (638) Investments in real estate, net $ 125,636 |
Asset Acquisition | The following table details the acquisition values, including capitalized costs, property types and total rentable square feet for acquisitions made by the Company during the six months ended June 30, 2024: Property Type Acquisition value Number of properties Square feet (in thousands) Industrial $ 148,026 4 1,363 The following table summarizes the purchase price allocation for the properties acquired during the six months ended June 30, 2024: Amount Building and building improvements $ 17,996 Land and land improvements 98,603 Site improvements 9,651 In-place leases 31,652 Leasing commissions 2,905 Above-market lease 4,500 Below-market lease (17,281) Total purchase price $ 148,026 Assumed borrowings (1) (58,667) Net purchase price $ 89,359 (1) Refer to Note 5 - Borrowings, net for more information on mortgage loans assumed. |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table summarizes the identified intangible assets and liabilities as of June 30, 2024 : Intangible assets: Intangible lease assets, gross Accumulated amortization Intangible lease assets, net Weighted-average life (Years) In-place leases $ 31,652 $ (236) $ 31,416 14.8 Leasing commissions 2,905 (53) 2,852 10.1 Above-market lease 4,500 (126) 4,374 14.7 Total intangible assets: $ 39,057 $ (415) $ 38,642 14.5 |
Schedule of Below Market Leases | Intangible liabilities: Intangible lease liabilities, gross Accumulated amortization Intangible lease liabilities, net Weighted-average life (Years) Below-market lease $ 17,281 $ (93) $ 17,188 15.6 Total intangible liabilities: $ 17,281 $ (93) $ 17,188 15.6 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The estimated future amortization of the Company’s intangible assets and liabilities for each of the next five years and thereafter as of June 30, 2024 is as follows: Year In-place leases Leasing commissions Above-market lease Below-market lease 2024 (remaining) $ 1,128 $ 180 $ 153 $ 554 2025 2,258 358 307 1,109 2026 2,258 358 307 1,109 2027 2,258 358 307 1,109 2028 2,258 358 307 1,109 Thereafter 21,256 1,240 2,993 12,198 Total $ 31,416 $ 2,852 $ 4,374 $ 17,188 |
Other Assets and Other Liabil_2
Other Assets and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Assets and Other Liabilities | The following table details the components of the Company's other assets at the dates indicated: June 30, 2024 December 31, 2023 Earnest money deposit $ 2,000 $ 1,500 Straight-line rent receivables 164 - Other 35 - Total other assets $ 2,199 $ 1,500 The following table details the components of the Company's other liabilities at the dates indicated: June 30, 2024 December 31, 2023 Distribution payable $ 1,829 $ - Due to tenant 400 - Interest payable 207 69 Other 166 - Total other liabilities $ 2,602 $ 69 |
Redeemable Common Shares and _2
Redeemable Common Shares and Non-Controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Outstanding Shares of Redeemable Common Shares | The following table summarizes the changes in the Company's outstanding shares of redeemable common shares for the six months ended June 30, 2024: Six Months Ended June 30, 2024 Balance at the beginning of the year — Issuance of common shares 1,225,000 Ending Balance 1,225,000 |
Activity of Redeemable Non-controlling Interest | The following table details the activity of redeemable non-controlling interests related to the Special Limited Partner : Six Months Ended June 30, 2024 Balance at the beginning of the year $ — Issuance 500 GAAP income allocation 1 Distributions (6) Fair value allocation 6 Ending Balance $ 501 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Components of due to affiliates | The following table details the components of due to affiliates: June 30, 2024 Advanced organizational and offering expenses $ 2,158 Advanced operating expenses 1,666 Accrued shareholder servicing fees 196 Due to affiliates $ 4,020 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Operating Lease, Lease Income | The following table details the components of operating lease income from the leases which the Company is the lessor: Three Months Ended Six Months Ended Fixed lease payments $ 1,098 $ 1,462 Straight-line rent adjustment 107 164 Variable lease payments (1) 27 34 Amortization of above- and below-market leases 18 (33) Rental revenue $ 1,250 $ 1,627 (1) Consists of tenant reimbursements |
Lessee, Operating Lease, Liability, to be Paid, Maturity | The following table presents the undiscounted future minimum rents the Company expects to receive from its net lease properties classified as an operating leases as of June 30, 2024 : Year Future Minimum Rents 2024 (remaining) $ 5,630 2025 11,442 2026 11,642 2027 11,845 2028 12,052 Thereafter 48,624 Total $ 101,235 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Common Shares Outstanding | The table below details activity related to the Company's Founder Share Classes and Class E shares for the three months ended June 30, 2024: Class F-S Class F-I Class E Beginning balance, March 31, 2024 — — — Common shares issued 13,774,085 5,951,045 2,092,728 Dividend reinvested 35,493 11,152 9,214 Ending balance, June 30, 2024 13,809,578 5,962,197 2,101,942 |
Schedule of Stock by Class | The below table details the classes of common shares outstanding as of June 30, 2024: Share Class Shares Issued and Outstanding Class F-S common shares, $0.01 par value per share 13,809,578 Class F-I common shares, $0.01 par value per share 5,962,197 Class E common shares, $0.01 par value per share 2,101,942 Total: 21,873,717 The following table details the shares sold subsequent to the end of the period through the date of this report: Title of Securities Number of Shares Sold Aggregate Consideration (1) Class F-S common shares 4,438,765 $ 89,241 Class F-I common shares 1,843,385 36,903 Class S common shares 402,664 8,153 Class I common shares 228,901 4,584 Class E common shares 356,463 7,138 Total: 7,270,178 $ 146,019 (1) Class F-S and Class S common shares includes aggregate upfront selling commissions of $478. |
Schedule of Distribution Per Share | The table below details the Company's distribution per share for the Company's Founder Share Classes and Class E shares for the three months ended June 30, 2024: Class F-S Class F-I Class E Aggregate gross distributions declared per share $ 0.2542 $ 0.2542 $ 0.2542 Shareholder servicing fee per share (0.0426) — — Net distributions declared per share $ 0.2116 $ 0.2542 $ 0.2542 |
Activity of Redeemable Non-controlling Interest | The following table details the activity of redeemable non-controlling interests related to the Special Limited Partner : Six Months Ended June 30, 2024 Balance at the beginning of the year $ — Issuance 500 GAAP income allocation 1 Distributions (6) Fair value allocation 6 Ending Balance $ 501 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Schedule of Stock by Class | The below table details the classes of common shares outstanding as of June 30, 2024: Share Class Shares Issued and Outstanding Class F-S common shares, $0.01 par value per share 13,809,578 Class F-I common shares, $0.01 par value per share 5,962,197 Class E common shares, $0.01 par value per share 2,101,942 Total: 21,873,717 The following table details the shares sold subsequent to the end of the period through the date of this report: Title of Securities Number of Shares Sold Aggregate Consideration (1) Class F-S common shares 4,438,765 $ 89,241 Class F-I common shares 1,843,385 36,903 Class S common shares 402,664 8,153 Class I common shares 228,901 4,584 Class E common shares 356,463 7,138 Total: 7,270,178 $ 146,019 (1) Class F-S and Class S common shares includes aggregate upfront selling commissions of $478. |
Organization and Business Pur_2
Organization and Business Purpose (Details) | 6 Months Ended | ||
Jun. 30, 2024 lease segment | Apr. 01, 2024 $ / shares | Oct. 20, 2023 $ / shares | |
Real Estate Properties [Line Items] | |||
Sale of stock (in dollar per share) | $ / shares | $ 20 | $ 20 | |
Net lease investments | lease | 4 | ||
Reportable segments | segment | 1 | ||
NH Net REIT Operating Partnership, LP | |||
Real Estate Properties [Line Items] | |||
Ownership percentage | 99.90% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) property | Mar. 31, 2024 USD ($) | Jun. 30, 2024 USD ($) property | Dec. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||
Restricted cash | $ 117,090 | $ 117,090 | $ 0 | |
Number of properties | property | 4 | 4 | ||
Depreciation | $ 540 | $ 638 | ||
Advance expenses reimbursement period | 60 months | |||
Organizational costs | $ 1,920 | $ 1,920 | ||
Operating expenses | 1,666 | 1,666 | ||
Advisor Organization And Offering Expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Advanced organizational and offering expenses | 2,158 | 2,158 | 1,800 | |
Advisor Operating Expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Advanced organizational and offering expenses | $ 1,666 | $ 1,666 | $ 46 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies- Investment in Real Estate (Details) | Jun. 30, 2024 |
Minimum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Depreciable Life | 30 years |
Minimum | Building and site improvements | |
Property, Plant and Equipment [Line Items] | |
Depreciable Life | 7 years |
Maximum | Buildings | |
Property, Plant and Equipment [Line Items] | |
Depreciable Life | 40 years |
Maximum | Building and site improvements | |
Property, Plant and Equipment [Line Items] | |
Depreciable Life | 15 years |
Investments in Real Estate, n_3
Investments in Real Estate, net - Schedule of Investments in Real Estate (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Real Estate [Abstract] | ||
Building and building improvements | $ 17,996 | |
Land and land improvements | 98,603 | |
Site improvements | 9,675 | |
Total | 126,274 | |
Accumulated depreciation | (638) | |
Investments in real estate, net | $ 125,636 | $ 0 |
Investments in Real Estate, n_4
Investments in Real Estate, net - Acquisitions (Details) ft² in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) ft² property | |
Real Estate [Line Items] | |
Number of properties | 4 |
Q2 2024 Acquisitions | |
Real Estate [Line Items] | |
Total purchase price | $ | $ 148,026 |
Number of properties | 4 |
Square feet (in thousands) | ft² | 1,363 |
Investments in Real Estate, n_5
Investments in Real Estate, net - Purchase Price Allocation (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Real Estate [Line Items] | |
Acquisition value | $ 87,858 |
Q2 2024 Acquisitions | |
Real Estate [Line Items] | |
Below-market lease | (17,281) |
Total purchase price | 148,026 |
Assumed Borrowings | (58,667) |
Net purchase price | 89,359 |
Q2 2024 Acquisitions | In-place leases | |
Real Estate [Line Items] | |
Intangible assets | 31,652 |
Q2 2024 Acquisitions | Leasing commissions | |
Real Estate [Line Items] | |
Intangible assets | 2,905 |
Q2 2024 Acquisitions | Above-market lease | |
Real Estate [Line Items] | |
Intangible assets | 4,500 |
Building and building improvements | Q2 2024 Acquisitions | |
Real Estate [Line Items] | |
Acquisition value | 17,996 |
Land and land improvements | Q2 2024 Acquisitions | |
Real Estate [Line Items] | |
Acquisition value | 98,603 |
Site improvements | Q2 2024 Acquisitions | |
Real Estate [Line Items] | |
Acquisition value | $ 9,651 |
Intangibles - Schedule of Intan
Intangibles - Schedule of Intangible assets and liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, gross | $ 39,057 | |
Accumulated amortization | (415) | |
Intangible lease assets, net | $ 38,642 | |
Weighted-average life (Years) | 14 years 6 months | |
Intangible lease liabilities, gross | $ 17,281 | |
Accumulated amortization | (93) | |
Intangible liabilities, net | $ 17,188 | $ 0 |
Weighted-average life (Years) | 15 years 7 months 6 days | |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, gross | $ 31,652 | |
Accumulated amortization | (236) | |
Intangible lease assets, net | $ 31,416 | |
Weighted-average life (Years) | 14 years 9 months 18 days | |
Leasing commissions | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, gross | $ 2,905 | |
Accumulated amortization | (53) | |
Intangible lease assets, net | $ 2,852 | |
Weighted-average life (Years) | 10 years 1 month 6 days | |
Above-market lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, gross | $ 4,500 | |
Accumulated amortization | (126) | |
Intangible lease assets, net | $ 4,374 | |
Weighted-average life (Years) | 14 years 8 months 12 days |
Intangibles - Narrative (Detail
Intangibles - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 247 | $ 289 |
Amortization related to below-market lease | 93 | 93 |
Above-market lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 75 | $ 126 |
Intangibles - Estimated future
Intangibles - Estimated future amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible lease assets, net | $ 38,642 | |
2024 (remaining) | 554 | |
2025 | 1,109 | |
2026 | 1,109 | |
2027 | 1,109 | |
2028 | 1,109 | |
Thereafter | 12,198 | |
Intangible liabilities, net | 17,188 | $ 0 |
In-place leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining) | 1,128 | |
2025 | 2,258 | |
2026 | 2,258 | |
2027 | 2,258 | |
2028 | 2,258 | |
Thereafter | 21,256 | |
Intangible lease assets, net | 31,416 | |
Leasing commissions | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining) | 180 | |
2025 | 358 | |
2026 | 358 | |
2027 | 358 | |
2028 | 358 | |
Thereafter | 1,240 | |
Intangible lease assets, net | 2,852 | |
Above-market lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining) | 153 | |
2025 | 307 | |
2026 | 307 | |
2027 | 307 | |
2028 | 307 | |
Thereafter | 2,993 | |
Intangible lease assets, net | $ 4,374 |
Secured Debt Arrangements, net
Secured Debt Arrangements, net - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 USD ($) property | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Line of Credit Facility [Line Items] | |||
Number of real estate investments assumed | property | 2 | ||
Interest expense | $ 237 | $ 521 | |
Amortization of discount on mortgage loans | 65 | ||
Mortgages | |||
Line of Credit Facility [Line Items] | |||
Number of mortgage loans assumed | property | 2 | ||
Mortgages | The Mortgage Loans | |||
Line of Credit Facility [Line Items] | |||
Principal balance | $ 61,668 | $ 61,668 | |
Interest rate | 4.02% | 4.02% | |
Carrying value | $ 58,732 | $ 58,732 | $ 0 |
Acquisition discount | 2,936 | 2,936 | |
Interest expense | 237 | 237 | |
Amortization of discount on mortgage loans | $ 65 | $ 65 |
Other Assets and Other Liabil_3
Other Assets and Other Liabilities - Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Earnest money deposit | $ 2,000 | $ 1,500 |
Straight-line rent receivables | 164 | 0 |
Other | 35 | 0 |
Other assets | $ 2,199 | $ 1,500 |
Other Assets and Other Liabil_4
Other Assets and Other Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Distribution payable | $ 1,829 | $ 0 |
Due to tenant | 400 | 0 |
Interest payable | 207 | 69 |
Other | 166 | 0 |
Nonrelated Party | ||
Related Party Transaction [Line Items] | ||
Other liabilities | $ 2,602 | $ 69 |
Redeemable Common Shares and _3
Redeemable Common Shares and Non-Controlling Interest - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2024 | Jun. 30, 2024 | Oct. 20, 2023 |
Noncontrolling Interest [Line Items] | |||
Sale of stock (in dollar per share) | $ 20 | $ 20 | |
Private Placement | |||
Noncontrolling Interest [Line Items] | |||
Sale of stock (in dollar per share) | $ 20 | ||
Class E common shares | |||
Noncontrolling Interest [Line Items] | |||
Allocation to redeemable common shares | $ 40 | ||
Class E common shares | MSREI Holding | Private Placement | |||
Noncontrolling Interest [Line Items] | |||
Sale of common shares (in shares) | 1,225,000 | ||
NAV threshold | $ 1,500,000 | ||
Period after initial closing | 3 years | ||
Class E common shares | Special Limited Partner | Private Placement | |||
Noncontrolling Interest [Line Items] | |||
Sale of common shares (in shares) | 25,000 | ||
Class E Shares/Operating Partnership Units | Share Repurchase Plan, Quarterly Cap | Related Party | |||
Noncontrolling Interest [Line Items] | |||
Related party transaction rate | 5% |
Redeemable Common Shares and _4
Redeemable Common Shares and Non-Controlling Interest - Schedule of Outstanding Shares of Redeemable Common Shares (Details) | 6 Months Ended |
Jun. 30, 2024 shares | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Balance at the beginning of the year | 0 |
Issuance of common shares (in shares) | 1,225,000 |
Ending Balance | 1,225,000 |
Redeemable Common Shares and _5
Redeemable Common Shares and Non-Controlling Interest - Activity of Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Equity, Attributable to Noncontrolling Interest [Roll Forward] | ||
Balance at the beginning of the year | $ 0 | |
Issuance | 500 | |
GAAP income allocation | 1 | |
Distributions | $ (6) | (6) |
Fair value allocation | 6 | |
Ending Balance | $ 501 | $ 501 |
Related Party Transactions - Co
Related Party Transactions - Components of due to affiliates (Details) - Related Party - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Other liabilities | $ 4,020 | $ 0 |
Advanced organizational and offering expenses | ||
Related Party Transaction [Line Items] | ||
Other liabilities | 2,158 | |
Advanced operating expenses | ||
Related Party Transaction [Line Items] | ||
Other liabilities | 1,666 | |
Accrued shareholder servicing fees | ||
Related Party Transaction [Line Items] | ||
Other liabilities | $ 196 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Apr. 01, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 22, 2023 | |
Related Party Transaction [Line Items] | |||||
Advance expenses reimbursement period | 60 months | ||||
Organizational costs | $ 1,920 | $ 1,920 | |||
Warehouse credit facility | 0 | 0 | $ 28,750 | ||
Interest expense | 237 | 521 | |||
Advisor Organization And Offering Expenses | |||||
Related Party Transaction [Line Items] | |||||
Advanced organizational and offering expenses | 2,158 | 2,158 | 1,800 | ||
Advisor Operating Expenses | |||||
Related Party Transaction [Line Items] | |||||
Advanced organizational and offering expenses | 1,666 | 1,666 | 46 | ||
Commissions Fee Paid To Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Upfront selling commissions | 1,906 | 1,906 | |||
Shareholder Servicing Fees | |||||
Related Party Transaction [Line Items] | |||||
Upfront selling commissions | 414 | 414 | |||
Related Party | Fee As Percentage Of Total Return | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 12.50% | ||||
Related Party | Fee Hurdle Amount | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 5% | ||||
Warehouse funding facility | Line of credit | |||||
Related Party Transaction [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 125,000 | ||||
Warehouse credit facility | $ 28,750 | ||||
Average all-in interest rate | 6.83% | ||||
Interest expense | $ 0 | $ 284 | |||
Founder Share Classes | Related Party | Management Fee Paid To Advisor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 0.50% | ||||
Founder Share Classes | Related Party | Management Fee Paid To Advisor Upon Issuance Of Units To Third Parties | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 0.50% | ||||
Other Share Classes | Related Party | Management Fee Paid To Advisor | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 1.25% | ||||
Other Share Classes | Related Party | Management Fee Paid To Advisor Upon Issuance Of Units To Third Parties | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 1.25% | ||||
Class F-S And Class S Shares | Related Party | Commissions Fee Paid To Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 3.50% | ||||
Class F-S And Class S Shares Outstanding | Related Party | Commissions Fee Paid To Dealer Manager | |||||
Related Party Transaction [Line Items] | |||||
Related party transaction rate | 0.85% |
Leases - Operating lease income
Leases - Operating lease income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Leases [Abstract] | ||
Fixed lease payments | $ 1,098 | $ 1,462 |
Straight-line rent adjustment | 107 | 164 |
Variable lease payments | 27 | 34 |
Amortization of above- and below- market lease, net | 18 | (33) |
Rental revenue | $ 1,250 | $ 1,627 |
Leases - Future Minimum Rents (
Leases - Future Minimum Rents (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
2024 (remaining) | $ 5,630 |
2025 | 11,442 |
2026 | 11,642 |
2027 | 11,845 |
2028 | 12,052 |
Thereafter | 48,624 |
Total | $ 101,235 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 28, 2024 | Apr. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Apr. 01, 2024 | Mar. 29, 2024 | Dec. 31, 2023 | Oct. 20, 2023 | |
Capital Unit [Line Items] | ||||||||
Common stock, par value (in dollar per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, par value (in dollar per share) | $ 0.01 | |||||||
Amortization of restricted share grants | $ 20 | |||||||
Sale of stock (in dollar per share) | $ 20 | $ 20 | ||||||
Capitalization | $ 1 | |||||||
Shares repurchased (in shares) | 50 | |||||||
Shares repurchased (in dollar per share) | $ 20 | |||||||
Payments of dividends | $ 11 | 1,119 | ||||||
Common stock, dividends, per share, cash paid (in dollar per share) | $ 216.89 | |||||||
Restricted Stock | ||||||||
Capital Unit [Line Items] | ||||||||
Aggregate compensation | $ 79 | |||||||
Aggregate compensation (in shares) | 3,938 | |||||||
Restricted shares issued (in dollar per share) | $ 20 | |||||||
Vesting period | 1 year | |||||||
Compensation expense | $ 20 | $ 20 | ||||||
Class E common shares | ||||||||
Capital Unit [Line Items] | ||||||||
Common stock, par value (in dollar per share) | $ 0.01 | $ 0.01 |
Equity - Classes of Common Shar
Equity - Classes of Common Shares Outstanding (Details) - $ / shares | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Capital Unit [Line Items] | |||
Common stock, shares issued (in shares) | 21,873,717 | 50 | |
Common stock, shares outstanding (in shares) | 21,873,717 | 50 | |
Common stock, par value (in dollar per share) | $ 0.01 | $ 0.01 | |
Class F-S common shares | |||
Capital Unit [Line Items] | |||
Common stock, shares issued (in shares) | 13,809,578 | ||
Common stock, shares outstanding (in shares) | 13,809,578 | 0 | |
Common stock, par value (in dollar per share) | $ 0.01 | ||
Class F-I common shares | |||
Capital Unit [Line Items] | |||
Common stock, shares issued (in shares) | 5,962,197 | ||
Common stock, shares outstanding (in shares) | 5,962,197 | 0 | |
Common stock, par value (in dollar per share) | $ 0.01 | ||
Class E common shares | |||
Capital Unit [Line Items] | |||
Common stock, shares issued (in shares) | 2,101,942 | ||
Common stock, shares outstanding (in shares) | 2,101,942 | 0 | |
Common stock, par value (in dollar per share) | $ 0.01 |
Equity - Common Shares Outstand
Equity - Common Shares Outstanding Roll Forward (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common shares, beginning balance (in shares) | 50 | |
Common shares, ending balance (in shares) | 21,873,717 | 21,873,717 |
Class F-S common shares | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common shares, beginning balance (in shares) | 0 | |
Common shares issued (in shares) | 13,774,085 | |
Distribution reinvestment (in shares) | 35,493 | |
Common shares, ending balance (in shares) | 13,809,578 | 13,809,578 |
Class F-I common shares | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common shares, beginning balance (in shares) | 0 | |
Common shares issued (in shares) | 5,951,045 | |
Distribution reinvestment (in shares) | 11,152 | |
Common shares, ending balance (in shares) | 5,962,197 | 5,962,197 |
Class E common shares | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Common shares, beginning balance (in shares) | 0 | |
Common shares issued (in shares) | 2,092,728 | |
Distribution reinvestment (in shares) | 9,214 | |
Common shares, ending balance (in shares) | 2,101,942 | 2,101,942 |
Equity - Schedule of Distributi
Equity - Schedule of Distribution Per Share (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Capital Unit [Line Items] | ||
Distributions declared on common shares (in USD per share) | $ 0.2542 | $ 0.2542 |
Class F-S common shares | ||
Capital Unit [Line Items] | ||
Aggregate gross distributions declared per share (in USD per share) | 0.2542 | |
Shareholder servicing fee per share (in USD per share) | (0.0426) | |
Distributions declared on common shares (in USD per share) | 0.2116 | |
Class F-I common shares | ||
Capital Unit [Line Items] | ||
Aggregate gross distributions declared per share (in USD per share) | 0.2542 | |
Shareholder servicing fee per share (in USD per share) | 0 | |
Distributions declared on common shares (in USD per share) | 0.2542 | |
Class E common shares | ||
Capital Unit [Line Items] | ||
Aggregate gross distributions declared per share (in USD per share) | 0.2542 | |
Shareholder servicing fee per share (in USD per share) | 0 | |
Distributions declared on common shares (in USD per share) | $ 0.2542 |
Subsequent Events - Schedule of
Subsequent Events - Schedule of Stock by Class (Details) - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended |
Aug. 06, 2024 | Jun. 30, 2024 | |
Subsequent Event [Line Items] | ||
Offering costs | $ 2,124 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Sale of common shares (in shares) | 7,270,178 | |
Aggregate consideration | $ 146,019 | |
Subsequent Event | Class F-S common shares | ||
Subsequent Event [Line Items] | ||
Sale of common shares (in shares) | 4,438,765 | |
Aggregate consideration | $ 89,241 | |
Subsequent Event | Class F-I common shares | ||
Subsequent Event [Line Items] | ||
Sale of common shares (in shares) | 1,843,385 | |
Aggregate consideration | $ 36,903 | |
Subsequent Event | Class S common shares | ||
Subsequent Event [Line Items] | ||
Sale of common shares (in shares) | 402,664 | |
Aggregate consideration | $ 8,153 | |
Subsequent Event | Class I common shares | ||
Subsequent Event [Line Items] | ||
Sale of common shares (in shares) | 228,901 | |
Aggregate consideration | $ 4,584 | |
Subsequent Event | Class E common shares | ||
Subsequent Event [Line Items] | ||
Sale of common shares (in shares) | 356,463 | |
Aggregate consideration | $ 7,138 | |
Subsequent Event | Common Class F-S And Common Class S | ||
Subsequent Event [Line Items] | ||
Offering costs | $ 478 |