UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number:
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 10, 2024, the Registrant had 30,324,913 outstanding shares of common stock, consisting of
TABLE OF CONTENTS
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PART I |
1 |
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Item 1. |
1 |
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Condensed Consolidated Financial Statements (Unaudited): |
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Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 |
1 |
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Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2024 and 2023 |
2 |
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Condensed Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2024 and 2023 |
3 |
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Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2024 and 2023 |
4 |
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6 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
21 |
Item 3. |
29 |
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Item 4. |
30 |
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PART II |
30 |
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Item 1. |
30 |
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Item 1A. |
30 |
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Item 2. |
31 |
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Item 3. |
32 |
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Item 4. |
32 |
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Item 5. |
32 |
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Item 6. |
32 |
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34 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Apollo Realty Income Solutions, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands - except share data)
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March 31, 2024 |
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December 31, 2023 |
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Assets |
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Investments in real estate, net |
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$ |
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$ |
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Investments in real estate debt, at fair value |
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Cash and cash equivalents |
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Restricted cash |
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— |
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Other assets |
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Total assets(1) |
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$ |
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$ |
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Liabilities and Equity |
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Mortgage notes, net |
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$ |
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$ |
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Due to affiliates |
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Other liabilities |
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Total liabilities(1) |
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(See Note 16) |
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Redeemable non-controlling interest |
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Equity |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings (accumulated deficit) |
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Total stockholders' equity |
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Non-controlling interest attributable to the Operating Partnership |
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Non-controlling interest attributable to preferred stockholders |
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— |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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_________________
See accompanying notes to unaudited condensed consolidated financial statements.
1
Apollo Realty Income Solutions, Inc.
Condensed Consolidated Statement of Operations (Unaudited)
(in thousands - except share and per share data)
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Three Months Ended March 31, |
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2024 |
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2023 |
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Revenues |
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Rental revenue |
$ |
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$ |
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Total revenues |
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Expenses |
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Rental property operating |
$ |
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$ |
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General and administrative |
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Management fee |
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Performance participation allocation |
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— |
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Depreciation and amortization |
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Total expenses |
$ |
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$ |
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Other income |
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Income from investments in real estate debt |
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Other income |
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Interest expense |
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( |
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— |
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Total other income |
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Net income (loss) |
$ |
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$ |
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Net income (loss) attributable to non-controlling interests in the ARIS Operating Partnership |
$ |
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$ |
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Net income (loss) attributable to ARIS stockholders |
$ |
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$ |
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Net income (loss) per share of common stock, basic and diluted |
$ |
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$ |
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Weighted-average shares of common stock outstanding, basic and diluted |
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See accompanying notes to unaudited condensed consolidated financial statements.
2
Apollo Realty Income Solutions, Inc.
Condensed Consolidated Statement of Changes in Equity (Unaudited)
(in thousands)
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Common Stock |
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Shares |
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Amount |
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Additional Paid-In Capital |
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Retained Earnings (Accumulated Deficit) |
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Total Stockholders' Equity |
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Non-Controlling Interest |
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Total Equity |
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Redeemable non-controlling interest |
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Balance at December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common stock issued |
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— |
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— |
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Preferred equity issued |
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— |
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— |
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— |
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— |
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— |
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— |
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Amortization of restricted stock grants |
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— |
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— |
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— |
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— |
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— |
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Offering costs |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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— |
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Distribution reinvestments |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Share class transfer |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
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— |
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( |
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— |
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( |
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— |
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( |
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— |
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Distributions to non-controlling interest |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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Distributions declared on common stock |
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— |
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— |
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— |
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( |
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( |
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— |
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( |
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— |
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Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Shares |
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Amount |
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Additional Paid-In Capital |
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Retained Earnings (Accumulated Deficit) |
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Total Stockholders' Equity |
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Non-Controlling Interest |
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Total Equity |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Common stock issued |
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— |
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— |
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Offering costs |
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— |
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— |
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( |
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— |
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( |
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— |
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( |
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Contributions from non-controlling interest |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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See accompanying notes to unaudited condensed consolidated financial statements.
3
Apollo Realty Income Solutions, Inc.
Condensed Consolidated Statement of Cash Flows (Unaudited)
(in thousands)
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Three Months Ended March 31, 2024 |
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Three Months Ended March 31, 2023 |
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Cash flows from operating activities |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Management fee |
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Performance participation allocation |
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— |
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Depreciation and amortization |
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Straight line rent amortization |
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( |
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( |
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Above- and below- market lease amortization, net |
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( |
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— |
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Amortization of discount/premium |
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( |
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— |
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Amortization of deferred financing costs |
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— |
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Amortization of restricted stock awards |
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— |
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Unrealized gain on fair value of investments in real estate debt and real estate related securities |
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( |
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— |
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Realized gain on repayments of real-estate related securities |
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( |
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— |
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Changes in assets and liabilities: |
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Other assets |
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( |
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Due to affiliates |
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Other liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Acquisitions of real estate |
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— |
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( |
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Origination and acquisition of real estate debt |
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( |
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( |
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Add-on fundings of commercial mortgage loans |
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( |
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— |
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Repayments from real-estate related securities |
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— |
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Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities: |
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Proceeds from issuance of common stock |
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Contributions from non-controlling preferred shareholders |
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— |
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Distributions paid |
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( |
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— |
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Repurchase of common stock |
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( |
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— |
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Offering costs paid |
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( |
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( |
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Net cash provided by financing activities |
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Net change in cash, cash equivalents and restricted cash |
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( |
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( |
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Cash, cash equivalents and restricted cash, beginning of period |
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Cash, cash equivalents and restricted cash, end of period |
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$ |
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$ |
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4
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: |
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Cash and cash equivalents |
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Restricted cash |
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— |
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Total cash, cash equivalents and restricted cash |
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$ |
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$ |
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Supplemental disclosure of cash flow information: |
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Cash paid for interest |
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$ |
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$ |
— |
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Non-cash investing and financing activities: |
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Accrued offering costs due to affiliate |
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$ |
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$ |
( |
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Distribution reinvestments |
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$ |
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$ |
— |
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Distributions accrued and not paid |
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$ |
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$ |
— |
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Issuance of Class E shares for payment of management fee |
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$ |
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$ |
— |
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Redeemable non-controlling interest issuance as Class E units of the Operating Partnership for payment of management fee |
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$ |
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$ |
— |
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Redeemable non-controlling interest issuance as Class E units of the Operating Partnership for payment of performance participation allocation |
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$ |
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$ |
— |
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Allocation to redeemable non-controlling interests |
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$ |
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$ |
— |
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See accompanying notes to unaudited condensed consolidated financial statements.
5
Apollo Realty Income Solutions, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Organization and Business Purpose
Apollo Realty Income Solutions, Inc. (the "Company") was formed on September 8, 2021 as a Maryland corporation. The Company is the sole general partner of ARIS Operating Partnership L.P., a Delaware limited partnership (the "Operating Partnership"). ARIS Special Limited Partner, LLC (the "Special Limited Partner"), a subsidiary of Apollo Global Management, Inc. (together with its subsidiaries, "Apollo"), owns a special limited partner interest in the Operating Partnership. The Company was organized to invest primarily in a portfolio of diversified income-oriented commercial real estate in the United States. Substantially all of the Company's business is conducted through the Operating Partnership. The Company commenced its operations on December 22, 2022 and the Company and the Operating Partnership are both externally managed by ARIS Management, LLC (the "Adviser"), an indirect subsidiary of Apollo.
The Company has registered with the Securities and Exchange Commission (the "SEC") an offering of up to $
The Company intends to elect to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with the taxable year ended December 31, 2023. To maintain its tax qualification as a REIT, the Company will be required to distribute at least
As of March 31, 2024, the Company owned three properties, had fourteen investments in commercial real estate debt, and held fourteen real estate-related securities. The Company currently operates in
Note 2 - Summary of Significant Accounting Policies
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") and include the accounts of the Company and the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation.
These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company's financial position, results of operations and cash flows have been included. The Company's results of operations for the three months ended March 31, 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 that it controls through either majority ownership or voting rights. In addition, the Company consolidates all variable interest entities ("VIEs") of which it is considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as the primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE's economic performance, and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be 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 entities such as purchases, dispositions, financings, budgets, and overall operating plans.
The accompanying condensed consolidated financial statements include the accounts of the Company and the Company's subsidiary partnerships. Third party unitholders of Operating Partnership's share of the assets, liabilities and operations of the Operating Partnership is included in non-controlling interest as equity of the Company. The noncontrolling interest is generally computed based on third party unit-holders ownership percentage.
6
Non-controlling interests in the Operating Partnership represent Operating Partnership units that are held by third parties, including the Adviser,and Operating Partnership units issued to the Adviser under an advisory agreement by and among the Company, the Operating Partnership and the Adviser (as amended, restated or otherwise modified from time to time, the "Advisory Agreement"). Operating Partnership units may be redeemed for cash, or at the Company's option, for shares of common stock of the Company on a one-for-one basis, unless those units are held by the Adviser or Special Limited Partner, in which case such Operating Partnership units shall be redeemed for shares of common stock of the Company or cash, at the holder's election. Since the number of shares of common stock outstanding is equal to the number of Operating Partnership units owned by the Company, the redemption value of each common unit of the Operating Partnership is equal to the market value of each share of common stock and distributions paid to each unitholder is equivalent to dividends paid to common stockholders, per respective share class.
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. As of March 31, 2024 and December 31, 2023, the Company held $
Restricted Cash
Restricted cash represents cash held in a deposit account controlled by a third party. As of March 31, 2024, the Company held $
Fair Value Measurements
Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company uses a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment, and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:
Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.
Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.
Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.
As of March 31, 2024, the Company's investments in real estate debt consisted of commercial mortgage loans secured by real estate assets and real estate-related securities. The Company has elected the fair value option ("FVO") for investments in commercial mortgage loans secured by real estate assets as the Company believes fair value provides a more accurate depiction of the value of these assets. During the three months ended March 31, 2024, real-estate related securities met the criteria to be classified as trading securities under ASC 320, "Investments". The Company generally determines the fair value of its investments in real estate debt by utilizing third-party pricing service providers whenever available.
The Company's investments in commercial mortgage loans are unlikely to have readily available market quotations. In such cases, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company will determine fair value by utilizing or reviewing certain of the following (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. The inputs used in determining the fair value of the Company's investments in commercial mortgage loans are considered Level 3.
The fair value of real estate-related securities may be determined by using third-party pricing service providers or broker-dealer quotes, reported trades or valuation estimates from their internal pricing models to determine the reported price. The inputs used in determining the fair value of the Company's investments in real estate-related securities are considered Level 2.
The following table details the Company's assets measured at fair value on a recurring basis ($ in thousands):
7
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||||||||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments in real estate debt |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Total |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
The following table details the Company's assets measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):
|
|
Investments in Real Estate Debt |
|
|
Balance as of December 31, 2023 |
|
$ |
|
|
Originations, acquisitions, and add on fundings |
|
|
|
|
Amortization of discount/premium |
|
|
|
|
Included in net income: |
|
|
|
|
Unrealized gain/(loss) from investments in real estate debt |
|
|
( |
) |
Balance as of March 31, 2024 |
|
$ |
|
The following table contains the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):
|
|
March 31, 2024 |
||||||||||
|
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Rate Range |
|
Impact to Valuation from an Increase in Input |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments in real estate debt |
|
$ |
|
|
Discounted cash flow |
|
Discount rate |
|
|
Decrease |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2023 |
||||||||||
|
|
Fair Value |
|
|
Valuation Technique |
|
Unobservable Inputs |
|
Rate Range |
|
Impact to Valuation from an Increase in Input |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Investments in real estate debt |
|
$ |
|
|
Discounted cash flow |
|
Discount rate |
|
|
Decrease |
Investment Property and Lease Intangibles
Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the operations of acquired properties will be included in the Company's results of operations from their respective dates of acquisition. The Company will utilize a report from an independent appraiser to record the purchase of identifiable assets acquired and liabilities assumed such as land, buildings and improvements, equipment and identifiable intangible assets and liabilities such as amounts related to in-place leases, acquired above- and below-market leases, tenant relationships, asset retirement obligations and mortgage loans payable.
The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals.
The estimated fair value of acquired in-place leases is the costs the Company would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs, and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, the Company evaluates the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the remaining lease terms. The amortization of in-place lease intangibles is recorded in depreciation and amortization expense on the Company’s condensed consolidated statements of operations.
Acquired above- and below-market lease values are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the in-place leases and the Company's estimate of fair market value lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental revenue over the remaining terms of the respective leases, which include periods covered by bargain renewal options, if applicable. Should a tenant terminate its lease, the unamortized portion of the in-place lease value will be charged to amortization expense and the unamortized portion of out-of-market lease value will be charged to rental revenue.
The Company's investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
8
Description |
|
Depreciable Life |
Buildings |
|
|
Buildings and land improvements |
|
|
Lease intangibles and leasehold improvements |
|
Significant improvements to properties are capitalized, whereas, repairs and maintenance expenses at the Company's properties are expensed as incurred and included in real estate operating expense on the Company’s condensed consolidated statements of operations. When an asset is sold, the cost and related accumulated depreciation are removed from the accounts with the resulting gain or loss reflected in the Company's results of operations for the period.
Real estate assets will be evaluated for impairment on a quarterly basis. The Company will consider 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 asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset, 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 March 31, 2024, the Company had not recorded any impairments on its investments in real estate.
Investments in Real Estate Debt
The Company's investments in real estate debt consist of commercial mortgage loans secured by real estate and real estate-related securities. The Company has elected the FVO for its commercial mortgage loans secured by real estate. During the three months ended March 31, 2024, real-estate related securities met the criteria to be classified as trading securities under ASC 320, "Investments". The unrealized gain or loss associated with holding real estate debt investments at fair value are recorded as a component of income from investments in real estate debt on the Company's condensed consolidated statement of operations. For the three months ended March 31, 2024 the Company recorded $
Interest income from the Company’s investments in real estate debt is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis. Recognition of premiums and discounts associated with these investments is deferred and recorded over the term of the investment as an adjustment to yield. Upfront costs and fees related to items for which the FVO is elected are recognized in earnings as incurred and are not deferred. Interest income, upfront costs and fees are recorded as components of income from investments in real estate debt on the Company’s condensed consolidated statements of operations.
Deferred Financing Costs
Costs incurred in connection with financings are capitalized and amortized over the respective financing terms and are reflected on the accompanying condensed consolidated statement of operations as a component of interest expense.
Revenue Recognition
The Company's rental revenue consists of base rent and tenant reimbursement income arising from tenant leases at the Company's properties under operating leases. Base rent is recognized on a straight-line basis over the life of the lease, including any rent step ups or abatements. The Company accounts for base rental revenue (lease component) and common area expense reimbursement (non-lease component) as one lease component under Accounting Standards Codification ("ASC") 842, "Leases". Additionally, the Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component.
The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. Management 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. Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue. However any future cash receipt on leases that are deemed uncollectible will be recorded as income on a cash basis.
Commercial mortgage loans that are significantly past due may be placed on non-accrual status if we determine it is probable that we will not collect all payments which are contractually due. When a loan is placed on non-accrual status, interest is only recorded as interest income when it is received. A loan may be placed back on accrual status if we determine it is probable that we will collect all payments which are contractually due.
Income Taxes
The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 2023. 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 its taxable income to its stockholders. REITs are subject to a number of other organizational and
9
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 U.S. federal income and excise taxes on its undistributed income.
Earnings per Share of Common Stock
Basic earnings per share of common stock is computed by dividing net income or loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income or loss for the period by the weighted average number of shares of common stock and common stock equivalents outstanding (unless their effect is anti-dilutive) for the period. As there were no common stock equivalents outstanding during the three months ended March 31, 2024 and 2023, the calculation of basic and diluted earnings per share are equal.
Organization and Offering Expenses
The Adviser has agreed that it and/or its affiliates will advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the Company's organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through December 22, 2023, the first anniversary of the escrow break for the Offering. The Company will reimburse the Adviser and its affiliates for all such advanced expenses ratably over a 60-month period beginning on December 22, 2024.
Organization costs are expensed as incurred and recorded as expenses on the Company's condensed consolidated statement of operations and offering costs are charged to equity as such amounts are incurred. As of March 31, 2024 and December 31, 2023, the Adviser and its affiliates had incurred organization and offering costs on the Company's behalf of $
Apollo Global Securities, LLC (the "Dealer Manager"), a registered broker-dealer affiliated with the Adviser, serves as the dealer manager for the Offering. The Dealer Manager is entitled to receive selling commissions and dealer manager fees based on the transaction price of each applicable class of shares sold in the primary offering. The Dealer Manager is also entitled to receive a stockholder servicing fee based on the aggregate NAV of the Company’s outstanding Class S shares, Class D shares, Class F-S shares and Class F-D shares.
The following table details the selling commissions, dealer manager fees, and stockholder servicing fees for each applicable share class as of March 31, 2024:
|
|
Class S Shares |
|
Class D Shares |
|
Class I Shares |
|
|
Class F-S Shares |
|
Class F-D Shares |
|
Class F-I Shares |
|
|
Class A-I Shares |
|
|
Class A-II Shares |
|
|
Class A-III Shares |
|
|||||
Selling commissions and dealer manager fees (% of transaction price) |
|
up to |
|
up to |
|
|
— |
|
|
up to |
|
up to |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stockholder servicing fee (% of NAV) |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
For Class S shares and Class F-S shares sold in the primary offering, investors will pay upfront selling commissions of up to
The Dealer Manager, as the dealer manager for the Offering, is entitled to receive stockholder servicing fees of
The Dealer Manager has entered into agreements with selected dealers that agree to distribute the Company's shares in the Offering, which will provide, among other things, for the reallowance of the full amount of the selling commissions and stockholder servicing fees to such selected dealers. The Company will cease paying the stockholder servicing fee with respect to any Class S share, Class D share, Class F-S share, or Class F-D share held in a stockholder's account at the end of the month in which the total selling commissions, dealer manager fees and stockholder servicing fees paid with respect to such shares would exceed, in the aggregate,
Share Based Payments
The Company accounts for share-based compensation to its independent directors, to the Adviser and to employees of the Adviser and its affiliates using the fair value-based methodology prescribed by GAAP. Compensation cost related to restricted common stock issued is measured at its fair value at the grant date and amortized into expense over the vesting period on a straight-line basis.
10
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 intends to improve reportable segment disclosure requirements, enhance interim disclosure requirements and provide new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods with fiscal years beginning after December 15, 2024. ASU 2023-07 is to be adopted retrospectively to all prior periods presented. The Company is currently assessing the impact this guidance will have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently assessing the impact of this guidance, however, it does not expect a material impact to its consolidated financial statements.
Note 3 - Investments in Real Estate
Investments in real estate, net consisted of the following ($ in thousands):
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Building and building improvements |
|
$ |
|
|
$ |
|
||
Land and land improvements |
|
|
|
|
|
|
||
Tenant improvements |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Investment in real estate, net |
|
$ |
|
|
$ |
|
During the three months ended March 31, 2024, the Company did
Intangible assets are recorded in other assets on the accompanying condensed consolidated balance sheet. The intangibles of the properties are amortized over the remaining lease terms that they were derived from. As a result, the Company's intangibles have a weighted average amortization period of approximately
11
Note 4 - Investments in Real Estate Debt
The following table details the Company's investments in real estate debt as of March 31, 2024 ($ in thousands):
|
|
March 31, 2024 |
|
|||||||||||||||||
Type of Investment in Real Estate Debt |
|
Number of Positions |
|
Weighted Average Coupon(1) |
|
|
Weighted Average Maturity Date (2) |
|
Face Amount |
|
|
Cost Basis |
|
|
Fair Value |
|
||||
Commercial real estate loan |
|
|
|
% |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Mezzanine loan |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
Real estate-related securities |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
Total investments in real estate debt |
|
|
|
% |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
December 31, 2023 |
|
|||||||||||||||||
Type of Investment in Real Estate Debt |
|
Number of Positions |
|
Weighted Average Coupon(1) |
|
|
Weighted Average Maturity Date (2) |
|
Face Amount |
|
|
Cost Basis |
|
|
Fair Value |
|
||||
Commercial real estate loan |
|
|
|
% |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Mezzanine loan |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
Real estate-related securities |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
||||||
Total investments in real estate debt |
|
|
|
% |
|
|
$ |
|
|
$ |
|
|
$ |
|
____________
All of the Company's real estate-related securities have maturity dates greater than
The table below details the type of properties securing the loans in the Company's portfolio at the dates indicated ($ in thousands):
|
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||
Property Type |
|
|
Fair Value |
|
% of Portfolio |
|
|
Fair Value |
|
% of Portfolio |
|
||||
Multifamily |
|
|
$ |
|
|
% |
|
$ |
|
|
% |
||||
Industrial |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Hotel |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Data Center |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Self-Storage |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Other(1) |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Total |
|
|
$ |
|
|
% |
|
$ |
|
|
% |
The table below details the geographic distribution of the properties securing the loans in the Company's portfolio at the dates indicated ($ in thousands):
|
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||
Geographic Location |
|
|
Fair Value |
|
% of Portfolio |
|
|
Fair Value |
|
% of Portfolio |
|
||||
Northeast |
|
|
$ |
|
|
% |
|
$ |
|
|
% |
||||
Mid-Atlantic |
|
|
|
|
|
% |
|
|
|
|
% |
||||
West |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Southeast |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Southwest |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Midwest |
|
|
|
|
|
% |
|
|
|
|
% |
||||
Total |
|
|
$ |
|
|
% |
|
$ |
|
|
% |
The total income from investments in real estate debt disclosed on the Company's condensed consolidated statement of operations relates to interest income, upfront fees recognized, and unrealized gain on these investments in real estate debt. For the three months ended March 31, 2024, the Company recorded $
12
Note 5 - Other Assets
The following table details the components of the Company's other assets at the dates indicated ($ in thousands):
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Real estate intangibles, net |
|
$ |
|
|
$ |
|
||
Straight-line rent receivable |
|
|
|
|
|
|
||
Interest receivable |
|
|
|
|
|
|
||
Deferred financing costs, net |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
Note 6 - Intangibles
The gross carrying amount and accumulated amortization of the Company's intangible assets consisted of the following as of the dates indicated ($ in thousands):
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Intangible assets: |
|
|
|
|
|
|
||
In-place lease intangibles |
|
$ |
|
|
$ |
|
||
Above-market lease intangibles |
|
|
|
|
|
|
||
Total intangible assets |
|
|
|
|
|
|
||
Accumulated amortization: |
|
|
|
|
|
|
||
In-place lease amortization |
|
|
( |
) |
|
|
( |
) |
Above-market lease amortization |
|
|
( |
) |
|
|
( |
) |
Total real estate intangible assets, net |
|
$ |
|
|
$ |
|
||
Intangible liabilities |
|
|
|
|
|
|
||
Below-market lease intangibles |
|
$ |
( |
) |
|
$ |
( |
) |
Total intangible liabilities |
|
|
( |
) |
|
|
( |
) |
Accumulated amortization: |
|
|
|
|
|
|
||
Below-market lease amortization |
|
|
|
|
|
|
||
Total real estate intangible liabilities, net |
|
$ |
( |
) |
|
$ |
( |
) |
The estimated future amortization on the Company's intangibles for each of the next five years and thereafter as of March 31, 2024, is as follows ($ in thousands):
|
|
In-Place Lease Intangibles |
|
|
Above-Market Intangibles |
|
|
Below-Market Intangibles |
|
|
|||
2024 (remaining) |
|
|
|
|
|
|
|
|
( |
) |
|
||
2025 |
|
|
|
|
|
|
|
|
( |
) |
|
||
2026 |
|
|
|
|
|
|
|
|
( |
) |
|
||
2027 |
|
|
|
|
|
|
|
|
( |
) |
|
||
2028 |
|
|
|
|
|
|
|
|
( |
) |
|
||
Thereafter |
|
|
|
|
|
|
|
|
( |
) |
|
||
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
Note 7 - Leases
Lessor
The Company’s rental revenue consists of rent earned from the operating leases at the Company’s industrial and retail properties. The leases at the Company’s industrial and retail properties generally includes a fixed base rent, subject to annual step-ups, and a variable component. The variable component of the Company’s operating leases primarily consists of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs.
The following table summarizes the fixed and variable components of the Company's operating leases ($ in thousands):
13
|
Three Months Ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Fixed lease payments |
$ |
|
|
$ |
|
||
Variable lease payments |
|
|
|
|
|
||
$ |
|
|
$ |
|
|||
Above- and below-market lease amortization |
|
|
|
|
( |
) |
|
Rental Revenue |
$ |
|
|
$ |
|
The following table presents the undiscounted future minimum rents the Company expects to receive for its industrial and retail properties as of March 31, 2024 ($ in thousands):
Year |
|
Future Minimum Rents |
|
|
2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
Note 8 - Mortgage Notes
As of March 31, 2024 and December 31, 2023 the Company held a $
Note 9 - Secured Financings on Investments in Real Estate Debt
During October 2023, certain indirect subsidiaries (the "Sellers") of the Company entered into a Master Repurchase Agreement (the "JPM Repurchase Agreement") with JPMorgan Chase Bank, National Association (the "Buyer"). The JPM Repurchase Agreement provides for a maximum aggregate purchase price of $
The Company incurred $
Note 10 - Other Liabilities
The following table details the components of the Company's other liabilities at the date indicated ($ in thousands):
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Below market lease intangibles, net |
|
$ |
|
|
$ |
|
||
Distribution payable |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
|
||
Real estate taxes payable |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
Note 11 - Related Party Transactions
14
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 directors.
The Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership on Class S shares, Class D shares, and Class I shares equal to
The Company may retain certain of the Adviser's affiliates for necessary services relating to the Company's investments or its operations, including but not limited to any accounting and audit services (including valuation support services), account management services, administrative services, data management services, information technology services, finance/budget services, legal services, operational services, risk management services, tax services, treasury services, construction, special servicing, leasing, development, coordinating closing and post-closing procedures, property oversight, statutory services, and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, broker-dealer services, underwriting, placing, syndicating, structuring, arranging, debt advisory services and other similar services, loan servicing, property, title and/or other types of insurance, title agency services, management consulting and other similar operational matters. Any fees paid to the Adviser's affiliates for any such services will not reduce the management fee or performance participation allocation. Any such arrangements will be at market terms and rates.
The Company has engaged Nations Land Services, L.P. ("Nations"), a title agent company in which Apollo has a majority ownership. Nations acts as a title agent in facilitating and issuing title insurance in connection with investments by the Company, affiliates, and related parties, and third parties. Apollo receives distributions from Nations in connection with investments by the Company based on its equity interest in Nations. In each case, there will be no related offset to the Company. During the three months ended March 31, 2024, the Company did not incur any expenses related to Nations.
The Dealer Manager serves as the dealer manager for the Offering. The Dealer Manager is a registered broker-dealer affiliated with the Adviser. The Company entered into an agreement (the "Dealer Manager Agreement") with the Dealer Manager in connection with the Offering. Subject to the terms of the Dealer Manager Agreement, the Company's obligations to pay stockholder servicing fees with respect to the Class S shares, Class D shares, Class F-S shares, and Class F-D shares sold in the Offering shall survive until such shares are no longer outstanding (including because such shares have converted into Class I shares or Class F-I shares).
The Dealer Manager is entitled to receive selling commissions of up to
From time to time, the Company makes co-investments in commercial mortgage loans alongside Apollo affiliates. As of March 31, 2024, all of the Company's investments in commercial mortgage loans were pari-passu co-investments with Apollo affiliates.
The Company may also offer Class E shares, which will only be available to certain of Apollo's affiliates and employees, in one or more private placements. These shares are not being offered to the public pursuant to the Offering and will
15
On February 18, 2022, the Company was capitalized with a $
On November 29, 2022, the Company and the Operating Partnership entered into a subscription agreement with an affiliate of Apollo to issue
Due to Affiliates
The following table details the Company's expenses that are due to its Adviser:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Organization and offering |
|
$ |
|
|
$ |
|
||
General and administrative |
|
|
|
|
|
|
||
Management fee payable |
|
|
|
|
|
|
||
Accrued performance participation allocation |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
Organization and Offering Expenses
The Adviser has advanced $
General and Administrative Expenses
The Adviser has agreed that it and/or its affiliates will advance certain general and administrative expenses on behalf of the Company through December 22, 2023, the first anniversary of the escrow break for the Offering. The Adviser has advanced $
Management Fee Payable
The Adviser is entitled to a management fee equal to
During the three months ended March 31, 2024, the Company issued
The Adviser has elected to reinvest the dividends declared on the shares and units of the Operating Partnership issued for its management fee. In connection with such dividend reinvestment, the Company issued (i)
Note 12 - Economic Dependency
The Company will be dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company's shares of common stock, acquisition and disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates
16
are unable or unwilling to provide such services, the Company would be required to find alternative service providers. The Company may retain third parties, including certain of the Adviser's affiliates, for necessary services relating to its investments or operations.
Note 13 - Share Based Payments
The Company's board of directors approved the Apollo Realty Income Solutions, Inc. Amended and Restated 2022 Equity Incentive Plan (the "2022 Equity Incentive Plan"), pursuant to which, shares of the Company's common stock may be granted from time to time to directors and officers of the Company and employees of the Adviser. The 2022 Equity Incentive Plan allows for up to
The following table summarizes the grants, vesting and forfeitures of restricted common stock during the three months ended March 31, 2024:
Type |
|
Restricted Stock |
|
|
Grant Date Fair Value ($ in thousands) |
|
||
Outstanding as of December 31, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Forfeiture |
|
|
— |
|
|
|
— |
|
Outstanding as of March 31, 2024 |
|
|
|
|
|
|
Restricted Stock Grants
During the three months ended March 31, 2024, the Company recorded $
Note 14 - Equity
Authorized Capital
The Company is authorized to issue preferred stock and ten classes of common stock consisting of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class A-I shares, Class A-II shares, Class A-III shares, and Class E shares. The differences among the classes of common stock relate to upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees, as well as varying management and performance participation allocations. See "Note 11 - Related Party Transactions" for additional information.
As of March 31, 2024 and December 31, 2023, the Company had the following classes of common stock authorized, issued and outstanding:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
Classification |
|
Shares Authorized |
|
|
Shares Issued and Outstanding |
|
|
Shares Authorized |
|
|
Shares Issued and Outstanding |
|
||||
Preferred Stock, $ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Class S Shares, $ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Class D Shares, $ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Class I Shares, $ |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Class F-S Shares, $ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Class F-D Shares, $ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Class F-I Shares, $ |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A-I Shares, $ |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Class A-II Shares, $ |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Class A-III Shares, $ |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Class E Shares, $ |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
The following table details the movement in the Company's outstanding shares of common stock:
17
|
|
Class I |
|
|
Class F-I |
|
|
Class A-I |
|
|
Class A-II |
|
|
Class E |
|
|||||
Beginning balance, December 31, 2023 |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Common stock issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repurchase of common stock |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Dividend reinvestment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Share class transfer |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
Ending balance, March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On January 3, 2024 (the "Exchange Date"), approximately
Distributions
The Company generally intends to distribute substantially all of its taxable income to its stockholders each year to comply with the REIT provisions of the Code, as amended. Taxable income does not necessarily equal net income calculated in accordance with GAAP.
Each class of common stock receives the same gross distribution per share. The net distribution per share varies for each share class based on differing fee structures. Additionally net distributions will vary based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor.
The following table details the aggregate distributions declared for each applicable class of common stock:
|
|
Three Months Ended March 31, 2024 |
|
|||||||||||||||||
|
|
Class I |
|
|
Class F-I |
|
|
Class A-I |
|
|
Class A-II |
|
|
Class E |
|
|||||
Aggregate gross distribution declared per share of common stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Management fee per share of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Net distribution declared per share of common stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
There were
Repurchases
During the three months ended March 31, 2024 the Company repurchased
Redeemable Non-Controlling Interest
In connection with its management fee, the Adviser has elected to receive Class E units. See Note 11 - Related Party Transactions for additional information on the Advisers interest. In November 2023, the Limited Partnership Agreement was updated to enable the Adviser to redeem their Class E units for Class E shares or cash at its election. As of that date the Company has classified these Class E units as redeemable non-controlling interest in mezzanine equity on the Company's consolidated balance sheet. The redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such Operating Partnership units at the end of each measurement period.
The following table details the redeemable non-controlling interest activity related to the Adviser for the three months ended March 31, 2024 ($ in thousands):
|
|
Adviser |
|
|
Balance at December 31, 2023 |
|
$ |
|
|
Settlement of management fees |
|
|
|
|
Settlement of performance participation allocation |
|
|
|
|
GAAP income allocation |
|
|
|
|
Distributions |
|
|
( |
) |
Reinvestment of distributions |
|
|
|
|
Fair value allocation |
|
|
- |
|
Balance at March 31, 2024 |
|
$ |
|
As of March 31, 2024 the carrying value of the redeemable non-controlling interest approximated the fair value.
Non-Controlling Interests - Operating Partnership Unitholders
Operating Partnership units are subject to the same fees as the corresponding classes of common stock and do not have any preferential rights relative to the Company's interest in the Operating Partnership.
18
On December 22, 2022, the Company issued
During the three months ended March 31, 2024, the Company issued
During the three months ended March 31, 2024, the Company issued
Currently all Operating Partnership unitholders have elected to reinvest their dividends. In connection with such dividend reinvestment, the Company issued
Non-Controlling Interests Attributable to Preferred Shareholders
A subsidiary of the Company intends to elect to be taxed as a REIT for U.S. federal income tax purposes. This subsidiary has issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement that REITs have at least
Note 15 - Earnings per Share
The Company's net income (loss) and weighted average number of shares outstanding for the three months ended March 31, 2024, and the three months ended March 31, 2023, consists of the following (in thousands except per share information):
Basic and Diluted Net Loss per Share Attributable to ARIS Stockholders |
Three Months Ended March 31, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Numerator: |
|
|
|
|
|
||
Net income (loss) attributable to ARIS stockholders |
$ |
|
|
$ |
|
||
Denominator: |
|
|
|
|
|
||
Basic and diluted weighted average shares of common stock outstanding |
|
|
|
|
|
||
Basic and diluted net income (loss) per share of common stock |
$ |
|
|
$ |
|
Note 16 - Commitments and Contingencies
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2024 and December 31, 2023, the Company was not subject to any material litigation nor is the Company aware of any material litigation threatened against it.
As of March 31, 2024, the Company had $
Note 17 - Segment Reporting
The Company operates in
The following table sets forth the total assets by segment as of March 31, 2024 and December 31, 2023 ($ in thousands):
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
Real Estate |
|
$ |
|
|
$ |
|
||
Real Estate Debt |
|
|
|
|
|
|
||
Other Corporate |
|
|
|
|
|
|
||
Total Assets |
|
$ |
|
|
$ |
|
The following table sets forth the financial results by segment for the three months ended March 31, 2024 ($ in thousands):
19
|
|
Real Estate |
|
|
Real Estate Debt |
|
|
Other Corporate |
|
|
Total |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Rental revenue |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total revenues |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental property operating |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Total segment expenses |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Income from investments in real estate debt |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Segment net operating income |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Depreciation and amortization |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Management fee |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Performance participation allocation |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Net income attributable to non-controlling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Net income attributable to ARIS stockholders |
|
|
|
|
|
|
|
|
|
|
$ |
|
The following table sets forth the financial results by segment for the three months ended March 31, 2023 ($ in thousands):
|
|
Real Estate |
|
|
Real Estate Debt |
|
|
Other Corporate |
|
|
Total |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Rental revenue |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total revenues |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental property operating |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total segment expenses |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Income from investments in real estate debt |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Segment net operating income |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Depreciation and amortization |
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Management fee |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other income, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Net income attributable to non-controlling interests in the Operating Partnership |
|
|
|
|
|
|
|
|
|
|
$ |
|
||||
Net income attributable to ARIS stockholders |
|
|
|
|
|
|
|
|
|
|
$ |
|
Note 18 - Subsequent Events
Subsequent to the three months ended March 31, 2024, the following events took place:
Investment Activity: The Company funded approximately $19.5 million for previously closed commercial mortgage loans.
Financing Activity: The Company drew approximately $
Equity Activity: The Company issued Class F-I shares to clients of a certain financial intermediary in excess of $
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to "Apollo Realty Income Solutions," "ARIS," "Company," "we," "us," or "our" refer to Apollo Realty Income Solutions, Inc. and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations, and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part I. Item 1A - "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 11, 2024.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as "believe", "expect", "anticipate", "estimate", "plan", "continue", "intend", "should", "may" or similar expressions, or the negatives thereof. These may include our financial projections and estimates and their underlying assumptions, statements about plans, objectives and expectations with respect to future operations, statements with respect to acquisitions, statements regarding future performance and statements regarding identified but not yet closed acquisitions. Such forward-looking statements are inherently uncertain and there are or may be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. We believe these factors also include but are not limited to those described under the section entitled "Risk Factors" in our Annual Report on Form 10-K filed with the SEC on March 11, 2024, and any such updated factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or our prospectus and other filings). Except as otherwise required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.
Overview
We are a Maryland corporation formed on September 8, 2021. We were formed to invest primarily in a portfolio of diversified income-oriented commercial real estate in the United States. We are an externally advised, perpetual-life corporation that intends to qualify as a REIT for U.S. federal income tax purposes. We were formed to directly and indirectly acquire real estate and real estate-related assets and, to a lesser extent, commercial real estate debt. Our investment objectives are to invest in assets that will enable us to:
There can be no assurance that we will achieve our investment objectives. Our investments in primarily a portfolio of diversified institutional quality, income-oriented commercial real estate primarily in the United States will focus on a range of asset types. These may include office, hotel, industrial, multifamily and retail assets, as well as others, including, without limitation, healthcare, student housing, life sciences, hospitality, senior living, data centers, manufactured housing and storage properties. Our real estate debt or real estate-related debt securities investments will focus on non-distressed public and private real estate debt, including, but not limited to, commercial mortgage-backed securities, mortgages, loans, mezzanine and other forms of debt, and may also include preferred equity.
We intend to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2023. We plan to own all or substantially all of our assets through the Operating Partnership.
Our board of directors will, at all times, have ultimate oversight and policy-making authority over us, including responsibility for governance, financial controls, compliance and disclosure. However, pursuant to the Advisory Agreement, we have delegated to the Adviser the authority to source, evaluate and monitor our investment opportunities and make decisions related to the acquisition, management, financing and disposition of our assets, in accordance with our investment objectives, guidelines, policies and limitations, subject to oversight by our board of directors.
We have registered with the SEC the Offering of up to $5.0 billion in shares of common stock, consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion in shares pursuant to our distribution reinvestment plan. The share classes have different upfront selling commissions and ongoing stockholder servicing fees, as well as varying management and performance participation fees. See "Note 11 - Related Party Transactions" to our condensed consolidated financial statements for additional information. As of December 22, 2022, we had satisfied the minimum offering requirement and our board of directors authorized the release of proceeds from escrow. We intend to continue selling shares in the Offering on a monthly basis.
21
As of May 10, 2024, we have issued (i) 30,051,804 shares of our common stock (consisting of 15,583,004 Class A-II shares, 12,560,151 Class A-I shares, 1,615,954 Class F-I shares, 287,900 Class I shares, and 4,795 Class S shares) in our primary offering for total proceeds of $614.2 million and (ii) 114,258 shares of our common stock (consisting of 69,474 Class A-I shares, 40,357 Class F-I shares, 3,610 Class A-II shares, and 817 Class I shares) pursuant to our distribution reinvestment plan for a total value of $2.4 million. We have contributed the net proceeds from the sale of our Class S shares, Class I shares, Class F-I shares, Class A-I shares, Class A-II shares to the Operating Partnership in exchange for a corresponding number of Class S units, Class I units, Class F-I units, Class A-I units, and Class A-II units. The Operating Partnership has primarily used the net proceeds to make investments in real estate, real estate debt and real estate-related securities, as further described below under "Portfolio". We intend to continue selling shares of our common stock on a monthly basis through the Offering and private offerings.
We are not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate debt.
Q1 Highlights
Operating Results
Investments
Portfolio
Investments in Real Estate
The following table provides information regarding our portfolio of real estate properties as of March 31, 2024 ($ in thousands) :
|
|
March 31, 2024 |
|
|||||||||||||||||
Investment |
|
Number of Properties |
|
|
Property Type |
|
Location |
|
Acquisition Date |
|
Sq. Feet (in thousands) |
|
|
Occupancy |
|
Gross Asset Value (1) |
|
|||
Rickenbacker |
|
|
1 |
|
|
Industrial |
|
Columbus, Ohio |
|
January 2023 |
|
|
165 |
|
|
100% |
|
$ |
52,300 |
|
16000 Pines |
|
|
1 |
|
|
Retail |
|
Pembroke Pines, Florida |
|
August 2023 |
|
|
118 |
|
|
100% |
|
$ |
57,800 |
|
Hallmark |
|
|
1 |
|
|
Industrial |
|
Liberty, Missouri |
|
October 2023 |
|
|
847 |
|
|
100% |
|
$ |
66,000 |
|
Total investments in Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
1,131 |
|
|
|
|
$ |
176,100 |
|
___________
22
Investments in Real Estate Debt
The following table summarizes our investments in real estate debt as of March 31, 2024 ($ in thousands):
___________
|
|
March 31, 2024 |
|
|||||||||||||||||
Type of Investment in Real Estate Debt |
|
Number of Positions |
|
Weighted Average Coupon(1) |
|
|
Weighted Average Maturity Date (2) |
|
Face Amount |
|
|
Cost Basis |
|
|
Fair Value |
|
||||
Commercial real estate loan |
|
13 |
|
|
9.0 |
% |
|
March 2028 |
|
$ |
399,911 |
|
|
$ |
399,777 |
|
|
$ |
399,911 |
|
Mezzanine loan |
|
1 |
|
|
10.0 |
% |
|
September 2026 |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
50,000 |
|
Real estate-related securities |
|
14 |
|
|
7.0 |
% |
|
May 2037 |
|
|
24,457 |
|
|
|
24,104 |
|
|
|
24,329 |
|
Total investments in real estate debt |
|
28 |
|
|
9.0 |
% |
|
July 2028 |
|
$ |
474,368 |
|
|
$ |
473,881 |
|
|
$ |
474,240 |
|
The following table summarizes our investments in commercial real estate loans as of March 31, 2024 ($ in thousands):
Commercial Real Estate Loan Portfolio |
|
|||||||||||||||||||||
|
|
|
|
March 31, 2024 |
|
|||||||||||||||||
# |
|
Type |
|
Property Type |
|
Geography |
|
Coupon(1) |
|
Maturity Date(2) |
|
Commitment |
|
|
Cost Basis |
|
|
Fair Value |
|
|||
1 |
|
First Mortgage |
|
Industrial |
|
Northeast |
|
9.3% |
|
March 2028 |
|
$ |
50,000 |
|
|
$ |
46,056 |
|
|
$ |
46,056 |
|
2 |
|
First Mortgage |
|
Multifamily |
|
Northeast |
|
9.7% |
|
October 2025 |
|
|
50,000 |
|
|
|
36,935 |
|
|
|
37,070 |
|
3 |
|
First Mortgage |
|
Data Center |
|
Mid-Atlantic |
|
9.4% |
|
June 2028 |
|
|
50,000 |
|
|
|
42,806 |
|
|
|
42,806 |
|
4 |
|
First Mortgage |
|
Hotel |
|
Various |
|
9.5% |
|
August 2026 |
|
|
25,000 |
|
|
|
25,000 |
|
|
|
25,000 |
|
5 |
|
First Mortgage |
|
Hotel |
|
Various |
|
9.1% |
|
July 2028 |
|
|
25,000 |
|
|
|
23,795 |
|
|
|
23,795 |
|
6 |
|
Mezzanine |
|
Industrial |
|
Various |
|
10.0% |
|
September 2026 |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
50,000 |
|
7 |
|
First Mortgage |
|
Other (3) |
|
West |
|
9.3% |
|
September 2028 |
|
|
100,000 |
|
|
|
2,576 |
|
|
|
2,576 |
|
8 |
|
First Mortgage |
|
Multifamily |
|
Northeast |
|
8.9% |
|
June 2025 |
|
|
26,000 |
|
|
|
26,000 |
|
|
|
26,000 |
|
9 |
|
First Mortgage |
|
Self-Storage |
|
Various |
|
8.6% |
|
December 2028 |
|
|
50,000 |
|
|
|
17,659 |
|
|
|
17,659 |
|
10 |
|
First Mortgage |
|
Multifamily |
|
Midwest |
|
9.6% |
|
December 2028 |
|
|
25,000 |
|
|
|
3,554 |
|
|
|
3,554 |
|
11 |
|
First Mortgage |
|
Multifamily |
|
Northeast |
|
8.3% |
|
January 2029 |
|
|
50,000 |
|
|
|
50,000 |
|
|
|
50,000 |
|
12 |
|
First Mortgage |
|
Multifamily |
|
West |
|
8.3% |
|
February 2029 |
|
|
60,000 |
|
|
|
60,000 |
|
|
|
60,000 |
|
13 |
|
First Mortgage |
|
Hotel |
|
West |
|
9.1% |
|
February 2029 |
|
|
50,000 |
|
|
|
45,070 |
|
|
|
45,070 |
|
14 |
|
First Mortgage |
|
Data Center |
|
Mid-Atlantic |
|
9.2% |
|
April 2029 |
|
|
85,000 |
|
|
|
20,326 |
|
|
|
20,325 |
|
|
|
Total/Weighted Average |
|
|
|
9.1% |
|
January 2028 |
|
$ |
696,000 |
|
|
$ |
449,777 |
|
|
$ |
449,911 |
|
____________
Results of Operations
The following table sets forth information regarding our consolidated results of operations ($ in thousands):
23
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||
|
|
2024 |
|
|
2023 |
|
|
$ |
|
|||
Revenues |
|
|
|
|
|
|
|
|
|
|||
Rental revenue |
|
$ |
3,663 |
|
|
$ |
993 |
|
|
$ |
2,670 |
|
Total revenues |
|
|
3,663 |
|
|
|
993 |
|
|
|
2,670 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|||
Rental property operating |
|
$ |
573 |
|
|
$ |
92 |
|
|
$ |
481 |
|
General and administrative |
|
|
1,537 |
|
|
|
1,105 |
|
|
|
432 |
|
Management fee |
|
|
1,511 |
|
|
|
399 |
|
|
|
1,112 |
|
Performance participation allocation |
|
|
203 |
|
|
|
— |
|
|
|
203 |
|
Depreciation and amortization |
|
|
1,455 |
|
|
|
283 |
|
|
|
1,172 |
|
Total expenses |
|
$ |
5,279 |
|
|
$ |
1,879 |
|
|
$ |
3,400 |
|
Other income |
|
|
|
|
|
|
|
|
|
|||
Income from investments in real estate debt |
|
|
11,114 |
|
|
|
735 |
|
|
|
10,379 |
|
Other income |
|
|
908 |
|
|
|
834 |
|
|
|
74 |
|
Interest expense |
|
|
(770 |
) |
|
|
— |
|
|
|
(770 |
) |
Total other income |
|
|
11,252 |
|
|
|
1,569 |
|
|
|
9,683 |
|
Net income (loss) |
|
$ |
9,636 |
|
|
$ |
683 |
|
|
$ |
8,953 |
|
Rental Revenue
Rental revenue primarily consists of base rent arising from tenant leases at our properties. Rental revenue is recognized on a straight-line basis over the life of the lease. During the three months ended March 31, 2024 and 2023, rental revenue was $3.7 million and $1.0 million, respectively. The increase in rental revenue was due to the acquisition of two additional properties, 16000 Pines and Hallmark, subsequent to March 31, 2023.
Rental Property Operating Expenses
Rental property operating expenses consist of the costs of ownership and operation of our real estate investments. Examples of property operating expenses include real estate taxes, insurance, utilities and repair and maintenance expenses. During the three months ended March 31, 2024 and 2023, rental property operating expenses were $0.6 million and $0.1 million, respectively. The increase in rental property operating expenses was due to the acquisition of two additional properties, 16000 Pines and Hallmark, subsequent to March 31, 2023.
General and Administrative Expenses
General and administrative expenses consist primarily of legal fees, accounting fees and other professional services. During the three months ended March 31, 2024 and 2023, general and administrative expenses were $1.5 million and $1.1 million, respectively. The increase was due to an increase in transaction activity.
Management Fee
Management fees are earned by our Adviser for providing services pursuant to the Advisory Agreement and are based on the month end NAV for the respective share classes. During the three months ended March 31, 2024 and 2023, management fees were $1.5 million and $0.4 million, respectively. The increase was due to the increase in our average NAV from March 31, 2023 to March 31, 2024 which was primarily driven by our capital raise activity.
Performance Participation Allocation
The performance participation allocation relates to allocations from the Operating Partnership to the Special Limited Partner based on the total return of the Operating Partnership. Total return is defined as distributions paid or accrued plus the change in NAV. During the three months ended March 31, 2023, there was no performance participation allocation as the return hurdle was not achieved. During the three months ended March 31, 2024, the performance participation allocation was $0.2 million as a result of the hurdle amount being achieved in the share classes subject to the expense.
Depreciation and Amortization
Depreciation and amortization expenses are impacted by the values assigned to buildings and in-place lease assets as part of the initial purchase price allocation. During the three months ended March 31, 2024 and 2023, depreciation and amortization expenses were $1.5 million and $0.3 million respectively. The increase was due to the acquisition of two additional properties, 16000 Pines and Hallmark, subsequent to March 31, 2023.
Income from Investments in Real Estate Debt
24
Income from investments in real estate debt consist of interest income, fees revenue, realized gains and losses and unrealized gains and losses resulting from the changes in fair value of our real estate debt investments and real-estate related securities. During the three months ended March 31, 2024 and 2023, income from investments in real estate debt was $11.1 million and $0.7 million, respectively. The increase is due to to acquisition activity over the last twelve months resulting in higher interest income and origination fees. As of March 31, 2024, we owned 28 positions in real estate-related loans and securities, compared to two positions as of March 31, 2023, and the balance of our investments in real estate debt, at fair value increased from $58.7 million to $474.2 million during the same time period.
Other Income
Other income primarily consists of interest earned on our cash and cash equivalents balance. During the three months ended March 31, 2024 and 2023, other income was $0.9 million and $0.8 million, respectively. The increase was a result of cash being maintained in higher yielding deposit accounts during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Interest Expense
Interest expense consists of interest expenses incurred on our mortgage note and amortization of deferred financing costs related to our mortgage note and secured financings on investments in real estate debt. During the three months ended March 31, 2024, interest expense was $0.8 million. There was no interest expense during the three months ended March 31, 2023 as we did not have any debt obligations.
Liquidity and Capital Resources
Our primary needs for liquidity and capital resources are to fund our investments, to make distributions to our stockholders, to repurchase shares of our common stock pursuant to our share repurchase plan, to pay our offering costs, operating fees and expenses and to pay interest on any outstanding indebtedness we may incur. We anticipate our offering and operating fees and expenses will include, among other things, the management fee we will pay to the Adviser, the performance participation allocation that the Operating Partnership will pay to the Special Limited Partner, stockholder servicing fees we will pay to the Dealer Manager, legal, audit and valuation expenses, federal and state filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution expenses and fees related to acquiring, financing, appraising and managing our properties. We do not have any office or personnel expenses as we do not have any employees.
The Adviser has advanced on our behalf organization and offering costs of $7.9 million and general and administrative expenses of $7.1 million as of March 31, 2024. We will reimburse the Adviser ratably over a 60-month period beginning on December 22, 2024.
Over time, we generally intend to fund our cash needs for items other than asset acquisitions from operations. We expect our cash needs for acquisitions will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt.
We may decide to incur indebtedness to fund acquisitions, to repurchase shares pursuant to our share repurchase plan and for any other corporate purpose. If we decide to incur indebtedness, we expect that it would afford us borrowing availability to fund repurchases. As our assets increase, however, it may not be commercially feasible, or we may not be able to secure adequate borrowings to fund share repurchases.
Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets or equity issuances by the Operating Partnership or the sale of beneficial interests in specific Delaware statutory trusts holding real properties, including properties placed by the Operating Partnership or affiliates of Apollo. If necessary, we may use financings or other sources of capital to fund share repurchases or in the event of unforeseen significant capital expenditures.
In October 2023, the Sellers entered into the JPM Repurchase Agreement with the Buyer. The JPM Repurchase Agreement provides for a maximum aggregate purchase price of $250.0 million and has a three-year term plus two one-year extension options. Subject to the terms and conditions thereof, the JPM Repurchase Agreement provides for the purchase, sale and repurchase of senior mortgage loans and participation interests in performing senior mortgage loans satisfying certain conditions set forth in the JPM Repurchase Agreement. The Operating Partnership has agreed to provide a limited guarantee of the obligations of the Sellers under the JPM Repurchase Agreement.
As of March 31, 2024, we had $46.5 million of cash on hand and up to $250.0 million of undrawn capacity on our JPM Repurchase Agreement. Additionally, as of March 31, 2024, we had a $36.0 million mortgage secured by one of our equity properties.
Funds From Operations and Adjusted Funds From Operations
We believe funds from operations (“FFO”) is a meaningful non-GAAP supplemental measure of our operating results. Our condensed consolidated financial statements are presented , among other things, requires depreciation of real estate investments to be calculated on a straight-line basis. As a result, our operating results imply that the value of our real estate investments has decreased evenly over time. However, we believe that the value of our real estate investments will fluctuate over time based on market conditions and, as such, depreciation under historical cost accounting may be less informative as a measure of our performance. FFO is an operating measure defined by the National Association of Real Estate Investment Trusts (“NAREIT”) that is broadly used in the REIT industry. FFO, as defined by NAREIT and presented below, is calculated as net income or loss (computed in accordance with GAAP), excluding (i) depreciation and amortization, (ii) impairment of investments in real estate, (iii) net gains or losses from sales of real estate, and (iv) consolidated and unconsolidated joint ventures.
25
We also believe that adjusted FFO (“AFFO”) is a meaningful supplemental non-GAAP disclosure of our operating results. AFFO further adjusts FFO in order for our operating results to reflect the specific characteristics of our business by adjusting for items we believe are not related to our core operations. Our adjustments to FFO to arrive at AFFO include removing the impact of (i) straight-line rental income and expense, (ii) unrealized gains or losses from changes in the fair value of real estate debt and other financial instruments, (iii) non-cash performance participation allocation, even if repurchased by us, (iv) amortization of restricted stock awards, (v) amortization of above- and below-market lease intangibles, and (vi) similar adjustments for unconsolidated joint ventures. AFFO is not defined by NAREIT and our calculation of AFFO may not be comparable to disclosures made by other REITs.
FFO and AFFO should not be considered to be more relevant or accurate than the GAAP methodology in calculating net income or in evaluating our operating performance. In addition, FFO and AFFO should not be considered as alternatives to net income as indications of our performance or as alternatives to cash flows from operating activities as indications of our liquidity, but rather should be reviewed in conjunction with these and other GAAP measurements. Further, FFO and AFFO are not intended to be used as liquidity measures indicative of cash flow available to fund our cash needs, including our ability to make distributions to our stockholders.
|
|
For the Three Months Ended March 31, 2024 |
|
|
Net income |
|
$ |
9,636 |
|
Adjustments to arrive at FFO: |
|
|
|
|
Depreciation and amortization |
|
|
1,455 |
|
FFO |
|
$ |
11,091 |
|
Adjustments to arrive at AFFO: |
|
|
|
|
Straight-line rental income |
|
|
(388 |
) |
Unrealized (gain)/loss from change in fair value of real estate debt and real estate related securities |
|
|
(152 |
) |
Non-cash performance participation allocation |
|
|
203 |
|
Amortization of restricted stock awards |
|
|
25 |
|
Amortization of above- and below-market leases, net |
|
|
(190 |
) |
AFFO |
|
$ |
10,589 |
|
Comparison to the three months ended March 31, 2023 is not meaningful.
Net Asset Value
NAV per share is calculated in accordance with the valuation guidelines approved by our board of directors. Our total NAV presented in the following tables includes the NAV of our Class I shares, Class F-I shares, Class A-I, Class A-II and Class E shares and units of the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of March 31, 2024 ($ and shares/units in thousands):
Components of NAV |
|
March 31, 2024 |
|
|
Investments in real estate |
|
$ |
176,100 |
|
Investments in real estate debt |
|
|
474,240 |
|
Cash |
|
|
46,466 |
|
Restricted cash |
|
|
11 |
|
Other assets |
|
|
4,579 |
|
Mortgage notes at fair value, net of deferred financing costs |
|
|
(35,554 |
) |
Other liabilities |
|
|
(6,066 |
) |
Accrued performance participation allocation |
|
|
(203 |
) |
Management fee payable |
|
|
(529 |
) |
Net asset value |
|
$ |
659,044 |
|
Number of outstanding shares/units |
|
|
31,599 |
|
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2024 ($ and shares/units in thousands, except per share/unit data):
26
NAV Per Share/Unit |
|
Class I Shares |
|
|
Class F-I Shares |
|
|
Class A-I Shares |
|
|
Class A-II Shares |
|
|
Class E Shares(1) |
|
|
Third-party Operating Partnership Class A-I Units(2) |
|
|
Third-party Operating Partnership Class E Units(2) |
|
|
Total |
|
||||||||
Net asset value |
|
$ |
4,195 |
|
|
$ |
111,837 |
|
|
$ |
133,158 |
|
|
$ |
295,892 |
|
|
$ |
3,793 |
|
|
$ |
108,336 |
|
|
$ |
1,833 |
|
|
$ |
659,044 |
|
Number of outstanding shares/units |
|
|
202 |
|
|
|
5,416 |
|
|
|
6,364 |
|
|
|
14,172 |
|
|
|
181 |
|
|
|
5,177 |
|
|
|
87 |
|
|
|
31,599 |
|
NAV per share/unit as of March 31, 2024 |
|
$ |
20.7895 |
|
|
$ |
20.6496 |
|
|
$ |
20.9244 |
|
|
$ |
20.8789 |
|
|
$ |
20.9890 |
|
|
$ |
20.9244 |
|
|
$ |
20.9890 |
|
|
$ |
20.8566 |
|
___________
Consistent with our disclosure in the Prospectus regarding our NAV calculation, our investments in real estate and real estate debt are initially valued at cost. Once we establish new values for our real estate investments, we provide information on key assumptions used in the discounted cash flow methodology and a sensitivity analysis related thereto. The valuations of our real properties as of March 31, 2024 , excluding certain newly acquired properties that are held at cost which we believe reflects the fair value of such properties, were provided by the independent valuation advisor in accordance with our valuation procedures. Certain key assumptions that were used by the independent valuation advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property types where we have multiple real estate investments. Once we own more than one retail property, we will include the key assumptions for such property type.
Property Type |
|
Discount Rate |
|
Exit Capitalization Rate |
Industrial |
|
8.0% |
|
6.5% |
A change in these assumptions or factors would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
Input |
|
Hypothetical Change |
|
Industrial Investment Values |
Discount rate |
|
0.25% Decrease |
|
+2.08% |
(weighted average) |
|
0.25% Increase |
|
(2.02)% |
Exit Capitalization Rate |
|
0.25% Decrease |
|
+2.09% |
(weighted average) |
|
0.25% Increase |
|
(1.93)% |
The following table reconciles stockholders' equity and the Operating Partnership unitholders' capital per our condensed consolidated balance sheet to our NAV ($ in thousands):
Reconciliation of Stockholders' Equity to NAV |
|
March 31, 2024 |
|
|
Stockholders' equity under U.S. GAAP |
|
$ |
533,017 |
|
Non-controlling interests attributable to the Operating Partnership and preferred shareholders |
|
|
103,230 |
|
Redeemable non-controlling interests |
|
|
1,824 |
|
Total stockholders' equity, redeemable non-controlling interests and the Operating Partnership partners' capital under GAAP |
|
$ |
638,071 |
|
Adjustments: |
|
|
|
|
Advanced organization and offering costs and advanced operating expenses |
|
|
14,981 |
|
Accumulated depreciation and amortization |
|
|
1,788 |
|
Unrealized net real estate appreciation |
|
|
4,204 |
|
NAV |
|
$ |
659,044 |
|
The following details the adjustments to reconcile GAAP stockholders' equity to our NAV:
27
Distributions
Beginning in April 2023, we have declared monthly distributions for each class of our common stock, which are generally paid 20 days after month-end. Each class of our common stock received the same aggregate gross distribution per share, however, the net distribution varies for each class based on the applicable fees. The table below details the net per share distribution for each of our share classes for the three months ended March 31, 2024:
Record Date |
|
Class I |
|
|
Class F-I |
|
|
Class A-I |
|
|
Class A-II |
|
|
Class E |
|
|||||
January 31, 2024 |
|
$ |
— |
|
|
$ |
0.0800 |
|
|
$ |
0.0798 |
|
|
$ |
0.0811 |
|
|
$ |
0.0972 |
|
February 29,2024 |
|
|
0.0755 |
|
|
|
0.0800 |
|
|
|
0.0798 |
|
|
|
0.0813 |
|
|
|
0.0973 |
|
March 31, 2024 |
|
|
0.0850 |
|
|
|
0.0895 |
|
|
|
0.0893 |
|
|
|
0.0907 |
|
|
|
0.1068 |
|
Total |
|
$ |
0.1605 |
|
|
$ |
0.2495 |
|
|
$ |
0.2489 |
|
|
$ |
0.2531 |
|
|
$ |
0.3013 |
|
The following tables summarize our distributions declared during the three months ended March 31, 2024 ($ in thousands):
|
|
Three Months Ended March 31, 2024 |
|
|||||
|
|
Amount |
|
|
Percentage |
|
||
Distributions |
|
|
|
|
|
|
||
Payable in cash |
|
$ |
6,074 |
|
|
|
80 |
% |
Reinvested in shares |
|
|
1,516 |
|
|
|
20 |
% |
Total distribution |
|
$ |
7,590 |
|
|
|
100 |
% |
Sources of distributions |
|
|
|
|
|
|
||
Cash flows from operating activities(1) |
|
$ |
7,590 |
|
|
|
100 |
% |
Total sources of distributions |
|
$ |
7,590 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
||
AFFO |
|
$ |
10,589 |
|
|
|
|
___________
There were no distributions during the three months ended March 31, 2023.
Cash Flows
The following table provides a breakdown of the net change in our cash and cash equivalents ($ in thousands):
|
|
Three Months Ended March 31, 2024 |
|
|
Cash flows provided by operating activities |
|
$ |
13,323 |
|
Cash flows used in investing activities |
|
|
(145,813 |
) |
Cash flows provided by financing activities |
|
|
83,762 |
|
Net decrease in cash and cash equivalents |
|
$ |
(48,728 |
) |
Cash flows provided by operating activities were $13.3 million for the three months ended March 31, 2024, primarily as a result of income generated on our investments.
Cash flows used in investing activities were $145.8 million for the three months ended March 31, 2024. This was comprised of $147.0 million of investments in commercial mortgage loans, net of $1.2 million for repayments of real estate-related securities.
Cash flows provided by financing activities were $83.8 million for the three months ended March 31, 2024, primarily due to $88.4 million of proceeds from the issuance of our common stock net of offering costs. This was offset by the payment of $4.5 million in cash distributions and $0.2 million of share repurchases during the three months ended March 31, 2024. Cash flows provided by financing activities also includes $0.1 million from the issuance of preferred stock in a subsidiary REIT.
Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. There have been no material changes to our Critical Accounting Policies described in our Annual Report on Form 10-K filed with the SEC on March 11, 2024.
28
Recent Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We may be exposed to interest rate changes primarily as a result of long-term debt we may use to maintain liquidity, fund capital expenditures, repurchase shares of our common stock and expand our investment portfolio and operations. Market fluctuations in real estate financing may affect the availability and cost of funds needed to expand our investment portfolio. In addition, restrictions upon the availability of real estate financing or high interest rates for real estate loans could adversely affect our ability to dispose of real estate in the future. We will seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our assets. Also, we will be exposed to both credit risk and market risk.
As of March 31, 2024, we held $474.2 million of investments in real estate debt, including real estate debt securities. Our investments in real estate debt are primarily floating-rate and indexed to SOFR, thereby exposing us to interest rate risk resulting in increases or decreases to net income depending on interest rate movements. While we cannot predict factors that may or may not affect interest rates, a 50bps increase or decrease in the SOFR would have resulted in an increase or decrease to income from investments in real estate debt of $0.6 million for the three months ended March 31, 2024.
Credit Risk
We are subject to varying degrees of credit risk in connection with our other target assets. We seek to mitigate this risk by seeking to acquire high quality assets, at appropriate prices given anticipated and unanticipated losses, and by deploying a value-driven approach to underwriting and diligence, consistent with the Adviser’s historical investment strategy, with a focus on current cash flows and potential risks to cash flow. The Adviser seeks to enhance its due diligence and underwriting efforts by accessing the Adviser’s knowledge base and industry contacts. Nevertheless, unanticipated credit losses could occur, which could adversely impact our operating results.
Market Risk
Our investments in real estate debt are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; pandemics; natural disasters and other acts of god. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans or loans, as the case may be, which could also cause us to suffer losses.
29
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including its Co-Chief Executive Officers ("Co-CEOs") and Interim Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Co-CEOs and CFO. Based upon this evaluation, our Co-CEOs and CFO have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Co-CEOs and Interim CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as that term is defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal action arising in the ordinary course of business. As of March 31, 2024, we were not involved in any material legal proceedings.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed under Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023.
30
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
During the three months ended March 31, 2024, we sold equity securities that were not registered under the Securities Act. As described in Note 11 - Related Party Transactions to our condensed consolidated financial statements, the Adviser is entitled to an annual management fee payable monthly in cash, shares of common stock, or units of the Operating Partnership, in each case at the Adviser's election. For the three months ended March 31, 2024, the Adviser elected to receive its management fee in Class E shares and Class E units of the Operating Partnership. In connection with the Adviser's election, we issued 56,577 Class E shares and 12,885 Class E units of the Operating Partnership to the Adviser during the three months ended March 31, 2024 in satisfaction of the management fee from December 2023 to February 2024.
The Special Limited Partner is entitled to an annual performance participation allocation payable annually in cash or units of the Operating Partnership, in each case at the Special Limited Partner's election. For the three months ended March 31, 2024, the Special Limited Partner elected to receive its performance participation allocation in Class E units of the Operating Partnership. In connection with the Special Limited Partner's election, we issued 26,977 Class E units of the Operating Partnership to the Special Limited Partner during the three months ended March 31, 2024 in satisfaction of the performance participation allocation for year ended December 31, 2023.
During the three months ended March 31, 2024, all unitholders of the Operating Partnership elected to reinvest their dividends. In connection with such dividend reinvestment, we issued 56,702 and 942 Class A-I units and Class E units of the Operating Partnership, respectively, in lieu of cash for the dividends paid during the three months ended March 31, 2024. These issuances were made in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act.
Use of Offering Proceeds
On June 29, 2022, the Registration Statement on Form S-11 (File No. 333-264456) for the Offering was declared effective under the Securities Act. The offering price for each class of our common stock is determined monthly and is made available on our website and in prospectus supplement filings.
As of March 31, 2024, we received net proceeds of $533.7 million from the Offering. The following table summarizes certain information about the Offering proceeds therefrom (in thousands):
|
|
Class I Shares |
|
|
Class F-I Shares |
|
|
Class E Shares |
|
|
Class A-I Shares |
|
|
Class A-II Shares |
|
|
Total |
|
||||||
Offering proceeds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Shares sold |
|
|
201,505 |
|
|
|
15,564,999 |
|
|
|
177,723 |
|
|
|
8,669,205 |
|
|
|
1,671,686 |
|
|
|
26,285,118 |
|
Gross offering proceeds |
|
$ |
4,176 |
|
|
$ |
314,055 |
|
|
$ |
3,671 |
|
|
$ |
177,185 |
|
|
$ |
34,660 |
|
|
$ |
533,747 |
|
Selling commissions and dealer manager fees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Accrued stockholder servicing fees |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net offering proceeds |
|
$ |
4,176 |
|
|
$ |
314,055 |
|
|
$ |
3,671 |
|
|
$ |
177,185 |
|
|
$ |
34,660 |
|
|
$ |
533,747 |
|
We primarily used the net proceeds of the Offering along with the unregistered sales towards the acquisition of $172.0 million in real estate, $449.9 million in commercial real estate loans, and $25.3 million in real estate-related securities. During the three months ended March 31, 2024, we repurchased 5,000 Class A-II shares and 2,476 of Class F-I shares pursuant to our share repurchase plan for $0.2 million.
Share Repurchase Plan
We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the share repurchase plan. The aggregate NAV of total repurchases of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class A-I shares, Class A-II shares, Class A-III shares and Class E shares is limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares are repurchased at a price equal to the transaction price on the applicable repurchase date. Due to the illiquid nature of investments in real estate, we may not have sufficient liquid resources to fund repurchase requests and have established limitations on the amount of funds we may use for repurchases during any calendar month and quarter. Further, our board of directors may modify or suspend the share repurchase plan.
During the three months ended March 31, 2024, we repurchased Class A-II shares and Class F-I shares in January and February in the following amounts:
31
Month of |
|
Total Number of Shares Repurchased |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs |
|
|
Repurchases as Percentage of NAV(1) |
|
|
Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs |
|
|||||
January 2024 |
|
|
5,000 |
|
|
$ |
20.73 |
|
|
|
5,000 |
|
|
|
0.02 |
% |
|
|
— |
|
February 2024 |
|
|
2,476 |
|
|
|
20.54 |
|
|
|
2,476 |
|
|
|
0.01 |
% |
|
|
— |
|
March 2024 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
7,477 |
|
|
$ |
20.63 |
|
|
|
7,477 |
|
|
|
0.03 |
% |
|
|
— |
|
____________
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
On May 8, 2024, we entered into a Third Amended and Restated Advisory Agreement (the "Third Amended and Restated Advisory Agreement") by and among us, the Operating Partnership and the Adviser to, among others, make certain revisions as requested by a state securities regulator clarifying the Adviser's fiduciary responsibility and certain of our expenses.
The foregoing description of the Third Amended and Restated Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Advisory Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
ITEM 6. EXHIBITS
Exhibit Number |
|
Description |
3.1 |
|
|
3.2 |
|
|
4.1 |
|
|
4.2 |
|
|
4.3 |
|
|
10.1* |
|
|
31.1* |
|
|
31.2* |
|
|
31.3* |
|
|
32.1* |
|
|
101.INS* |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema |
32
101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase |
101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase |
104* |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
|
|
|
* |
|
Filed herewith |
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
|
|
Apollo Realty Income Solutions, Inc. |
|
|
|
|
|
May 10, 2024 |
|
By: |
/s/ Philip Mintz |
|
|
|
Philip Mintz |
|
|
|
Co-President, Co-Chief Executive Officer and Director |
|
|
|
(Co-Principal Executive Officer) |
|
|
|
|
May 10, 2024 |
|
By: |
/s/Randy Anderson |
|
|
|
Randy Anderson |
|
|
|
Co-President, Co-Chief Executive Officer and Director |
|
|
|
(Co-Principal Executive Officer) |
|
|
|
|
May 10, 2024 |
|
By: |
/s/ Anastasia Mironova |
|
|
|
Anastasia Mironova Interim Chief Financial Officer, Treasurer and Secretary |
|
|
|
(Principal Financial Officer and Principal Accounting Officer) |
34
|
Exhibit 10.1
Execution Version |
|
|
||
|
|
||
|
|
||
|
|||
APOLLO REALTY INCOME SOLUTIONS, INC., ARIS operating partnership, l.p. |
|||
|
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT
|
|
|
|
|
TABLE OF CONTENTS
Page No.
Section 1. |
Definitions |
1 |
Section 2. |
Appointment |
5 |
Section 3. |
Duties of the Adviser |
6 |
Section 4. |
Authority of Adviser |
9 |
Section 5. |
Bank Accounts |
10 |
Section 6. |
Records; Access |
10 |
Section 7. |
Limitations on Activities |
10 |
Section 8. |
Other Activities of the Adviser |
11 |
Section 9. |
Relationship with Directors and Officers |
13 |
Section 10. |
Management Fee |
13 |
Section 11. |
Expenses |
14 |
Section 12. |
Other Services |
18 |
Section 13. |
Reimbursement to the Adviser |
18 |
Section 14. |
No Joint Venture |
18 |
Section 15. |
Term of Agreement |
18 |
Section 16. |
Termination by the Parties |
18 |
Section 17. |
Assignment to an Affiliate |
19 |
Section 18. |
Payments to and Duties of Adviser Upon Termination |
19 |
Section 19. |
Indemnification by the Company and the Operating Partnership |
19 |
Section 20. |
Indemnification by Adviser |
20 |
Section 21. |
Non-Solicitation |
20 |
Section 22. |
Miscellaneous |
20 |
Section 23. |
Initial Investment |
22 |
THIRD AMENDED AND RESTATED ADVISORY AGREEMENT
THIS THIRD AMENDED AND RESTATED ADVISORY AGREEMENT (this "Agreement"), dated as of the [] day of [May], 2024, is by and among Apollo Realty Income Solutions, Inc., a Maryland corporation (together with its subsidiaries, the "Company"), ARIS Operating Partnership L.P., a Delaware limited partnership (together with its subsidiaries, the "Operating Partnership") and ARIS Management, LLC, a Delaware limited liability company (the "Adviser"). This Agreement amends and restates the Second Amended and Restated Advisory Agreement dated as of February 21, 2023, which amended and restated the Advisory Agreement dated as of June 29, 2022, which became effective as of the date the Registration Statement (as defined below) was declared effective by the Securities and Exchange Commission (the "Effective Date"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
W I T N E S S E T H
WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investments permitted by the terms of Sections 856 through 860 of the Code;
WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its business and make all or substantially all Investments through the Operating Partnership;
WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Adviser and to have the Adviser undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board, all as provided herein; and
WHEREAS, the Adviser is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree as follows:
Section 1. Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated:
"Acquisition Expenses" shall have the meaning set forth in the Charter.
"Adviser" shall mean ARIS Management, LLC, a Delaware limited liability company.
"Adviser Expenses" shall have the meaning set forth in Section 11(b).
"Affiliate" shall have the meaning set forth in the Charter.
"Agreement" shall have the meaning set forth in the preamble of this Agreement.
|
- 1 - |
|
"Apollo" means, collectively, Apollo Global Management, Inc., a Delaware corporation, and any Affiliate thereof.
"Average Invested Assets" shall have the meaning set forth in the Charter.
"Board" shall mean the board of directors of the Company, as of any particular time.
"Business Day" shall have the meaning set forth in the Charter.
"Bylaws" shall mean the bylaws of the Company, as amended from time to time.
"Cause" shall mean, with respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of fiduciary duty by the Adviser in connection with performing its duties hereunder.
"CEA" shall mean the U.S. Commodities Exchange Act, as amended.
"Change of Control" shall mean any event (including, without limitation, issue, transfer or other disposition of shares of capital stock of the Company or equity interests in the Operating Partnership, merger, share exchange or consolidation) after which any "person" (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company or the Operating Partnership representing greater than 50% or more of the combined voting power of Company's or the Operating Partnership's then outstanding securities, respectively; provided that a Change of Control shall not be deemed to occur as a result of any widely distributed public offering of the Shares.
"Charter" shall mean the Articles of Incorporation of the Company filed with the Maryland State Department of Assessments and Taxation in accordance with the Maryland General Corporation Law, as amended from time to time.
"Class A-I Common Shares" shall have the meaning set forth in the Charter.
"Class A-II Common Shares" shall have the meaning set forth in the Charter.
"Class A-III Common Shares" shall have the meaning set forth in the Charter.
"Class D Common Shares" shall have the meaning set forth in the Charter.
"Class E Common Shares" shall have the meaning set forth in the Charter.
"Class F-D Common Shares" shall have the meaning set forth in the Charter.
"Class F-I Common Shares" shall have the meaning set forth in the Charter.
"Class F-S Common Shares" shall have the meaning set forth in the Charter.
"Class I Common Shares" shall have the meaning set forth in the Charter.
|
- 2 - |
|
"Class S Common Shares" shall have the meaning set forth in the Charter.
"Class A-I NAV Per Share" shall have the meaning set forth in the Charter.
"Class A-II NAV Per Share" shall have the meaning set forth in the Charter.
"Class A-III NAV Per Share" shall have the meaning set forth in the Charter.
"Class D NAV Per Share" shall have the meaning set forth in the Charter.
"Class E NAV Per Share" shall have the meaning set forth in the Charter.
"Class F-D NAV Per Share" shall have the meaning set forth in the Charter.
"Class F-I NAV Per Share" shall have the meaning set forth in the Charter.
"Class F-S NAV Per Share" shall have the meaning set forth in the Charter.
"Class I NAV Per Share" shall have the meaning set forth in the Charter.
"Class S NAV Per Share" shall have the meaning set forth in the Charter.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Commencement Date" shall mean the date on which the Company breaks escrow for its initial Offering.
"Company" shall have the meaning set forth in the preamble of this Agreement.
"Company Management Fee" shall have the meaning set forth in Section 10(a).
"Director" shall mean a member of the Board.
"Distributions" shall have the meaning set forth in the Charter.
"Effective Date" shall have the meaning set forth in the preamble of this Agreement.
"Excess Amount" shall have the meaning set forth in Section 13.
"Exchange Act" shall have the meaning set forth in the Charter.
"Expense Year" shall have the meaning set forth in Section 13.
"GAAP" shall mean generally accepted accounting principles as in effect in the United States of America from time to time.
"Gross Proceeds" shall mean the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Selling Commissions. The purchase price of any Class S Common Share, Class D Common Share, Class F-S Common Share,
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Class F-D Common Share, Class A-I Common Share, Class A-II Common Share or Class A-III Common Share, without any duplication, shall be deemed to be the full, non-discounted offering price at the time of purchase of each such Class S Common Share, Class D Common Share, Class F-S Common Share, Class F-D Common Share, Class A-I Common Share, Class A-II Common Share or Class A-III Common Share.
"Independent Appraiser" shall have the meaning set forth in the Charter.
"Independent Director" shall have the meaning set forth in the Charter.
"Initial Investment" shall have the meaning set forth in Section 23.
"Investment Company Act" shall mean the Investment Company Act of 1940, as amended.
"Investment Guidelines" shall mean the investment guidelines adopted by the Board, as amended from time to time, pursuant to which the Adviser has discretion to acquire and dispose of Investments for the Company without the prior approval of the Board.
"Investments" shall mean any investments by the Company or the Operating Partnership, directly or indirectly, in Real Property, Real Estate-Related Assets or other assets.
"Joint Ventures" shall have the meaning set forth in the Charter.
"Management Fee" shall have the meaning set forth in Section 10(a).
"Mortgages" shall have the meaning set forth in the Charter.
"NASAA REIT Guidelines" shall have the meaning set forth in the Charter.
"NAV" shall mean the Company's net asset value, calculated pursuant to the Valuation Guidelines.
"Net Income" shall have the meaning set forth in the Charter.
"Offering" shall have the meaning set forth in the Charter.
"OP Management Fee" shall have the meaning set forth in Section 10(a).
"Operating Partnership" shall have the meaning set forth in the preamble of this Agreement.
"Operating Partnership Agreement" shall mean the Limited Partnership Agreement of the Operating Partnership, as amended from time to time.
"Organization and Offering Expenses" shall have the meaning set forth in the Charter.
"Other Apollo Accounts" shall mean investment funds, REITs, vehicles, accounts, products and/or other similar arrangements sponsored, advised and/or managed by Apollo,
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whether currently in existence or subsequently established (in each case, including any related successor funds, alternative vehicles, supplemental capital vehicles, surge funds, over-flow funds, co-investment vehicles and other entities formed in connection with Apollo side-by-side or additional general partner investments with respect thereto).
"Person" shall mean an individual, corporation, business trust, estate, trust, partnership, joint venture, limited liability company or other legal entity.
"Prospectus" shall have the meaning set forth in the Charter.
"Real Estate-Related Assets" shall mean any investments by the Company or the Operating Partnership in Mortgages and Real Estate-Related Securities.
"Real Estate-Related Securities" shall have the meaning set forth in the Charter.
"Real Property" shall have the meaning set forth in the Charter.
"Registration Statement" shall mean the registration statement on Form S-11, as may be amended from time to time, of the Company filed with the Securities and Exchange Commission related to the registration of the Shares for the Company's initial Offering.
"REIT" shall have the meaning set forth in the Charter.
"Securities Act" shall have the meaning set forth in the Charter.
"Selling Commissions" shall have the meaning set forth in the Charter.
"Services" shall have the meaning set forth in Section 8(c).
"Shares" shall have the meaning set forth in the Charter.
"Stockholder Servicing Fee" shall have the meaning set forth in the Charter.
"Stockholders" shall have the meaning set forth in the Charter.
"Termination Date" shall mean the date of termination of this Agreement or expiration of this Agreement in the event this Agreement is not renewed for an additional term.
"Total Operating Expenses" shall have the meaning set forth in the Charter.
"2%/25% Guidelines" shall have the meaning set forth in the Charter.
"Valuation Guidelines" shall mean the valuation guidelines adopted by the Board, as amended from time to time.
Section 2. Appointment. Each of the Company and the Operating Partnership hereby appoints the Adviser to serve as its investment adviser on the terms and conditions set forth in this Agreement, and the Adviser hereby accepts such appointment. By accepting such appointment, the Adviser acknowledges that it has a contractual and fiduciary responsibility to the Company
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and the Stockholders. Except as otherwise provided in this Agreement, the Adviser hereby agrees to use its commercially reasonable efforts to perform the duties set forth herein, provided that the Company reimburses the Adviser for costs and expenses in accordance with Section 11 hereof.
Section 3. Duties of the Adviser. Subject to the oversight of the Board and the terms and conditions of this Agreement (including the Investment Guidelines) and consistent with the provisions of the Company's most recent Prospectus for the Shares, the Charter and Bylaws and the Operating Partnership Agreement, the Adviser will have plenary authority with respect to the management of the business and affairs of the Company and the Operating Partnership and will be responsible for implementing the investment strategy of the Company and the Operating Partnership. The Adviser will perform (or cause to be performed through one or more of its Affiliates or third parties) such services and activities relating to the selection of investments and rendering investment advice to the Company and the Operating Partnership as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:
(a) serving as an advisor to the Company and the Operating Partnership with respect to the establishment and periodic review of the Investment Guidelines for the Company's and the Operating Partnership's investments, financing activities and operations;
(b) sourcing, evaluating and monitoring the Company's and Operating Partnership's investment opportunities and executing the acquisition, management, financing and disposition of the Company's and Operating Partnership's assets, in accordance with the Company's Investment Guidelines, policies and objectives and limitations, subject to oversight by the Board;
(c) with respect to prospective acquisitions, purchases, sales, exchanges or other dispositions of Investments, conducting negotiations on the Company's and Operating Partnership's behalf with sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;
(d) providing the Company with portfolio management and other related services;
(e) serving as the Company's advisor with respect to decisions regarding any of the Company's financings, hedging activities or borrowings undertaken by the Company, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company's investment objectives, (2) advising the Company with respect to obtaining appropriate financing for the Investments (which, in accordance with applicable law and the terms and conditions of this Agreement and the Charter, Bylaws and the Operating Partnership Agreement, may include financing by the Adviser or its Affiliates) and (3) negotiating and entering into, on the Company's and Operating Partnership's behalf, financing arrangements (including one or more credit facilities), repurchase agreements, interest rate or currency swap agreements, hedging arrangements, foreign exchange transactions, derivative transactions, and other agreements and instruments required or appropriate in connection with the Company's and Operating Partnership's activities;
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(f) engaging and supervising, on the Company's and Operating Partnership's behalf and at the Company's and Operating Partnership's expense, independent contractors, advisors, consultants, attorneys, accountants, administrators, auditors, appraisers, independent valuation agents, escrow agents and other service providers (which may include Affiliates of the Adviser) that provide various services with respect to the Company and Operating Partnership, including, without limitation, on-site managers, building and maintenance personnel, investment banking, securities brokerage, mortgage brokerage, credit analysis, risk management services, asset management services, loan servicing, other financial, legal or accounting services, due diligence services, underwriting review services, and all other services (including custody and transfer agent and registrar services) as may be required relating to the Company's and Operating Partnership's activities or investments (or potential Investments);
(g) coordinating and managing operations of any Joint Venture or co-investment interests held by the Company or Operating Partnership and conducting matters with the Joint Venture or co-investment partners;
(h) communicating on the Company's and Operating Partnership's behalf with the holders of any of the Company's equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;
(i) advising the Company in connection with policy decisions to be made by the Board;
(j) providing the daily management of the Company and the Operating Partnership, including performing and supervising the various administrative functions reasonably necessary for the management of the Company and the Operating Partnership;
(k) engaging one or more subadvisors with respect to the management of the Company and Operating Partnership, including, where appropriate, Affiliates of the Adviser;
(l) evaluating and recommending to the Board hedging strategies and engaging in hedging activities on the Company's and Operating Partnership's behalf, consistent with the Company's qualification as a REIT and with the Investment Guidelines;
(m) investing and reinvesting any moneys and securities of the Company and the Operating Partnership (including investing in short-term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company's stockholders and partners) and advising the Company as to the Company's and Operating Partnership's capital structure and capital raising;
(n) determining valuations for the Company's Real Properties and Real Estate-Related Assets and calculating, as of the last Business Day of each month, the Class S NAV Per Share, Class D NAV Per Share, Class I NAV Per Share, Class F-S NAV Per Share, Class F-D NAV Per Share, Class F-I NAV Per Share, Class A-I NAV Per Share, Class A-II NAV Per Share, Class A-III NAV Per Share and Class E NAV Per Share in accordance with the Valuation Guidelines, and in connection therewith, obtaining appraisals performed by an Independent Appraiser and other independent third party appraisal firms concerning the value of the Real
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Properties and obtaining market quotations or conducting fair valuation determinations concerning the value of Real Estate-Related Assets;
(o) providing input in connection with the appraisals performed by the Independent Appraisers, including periodic asset and portfolio-level information with respect to the Company's Real Properties and Real Estate-Related Assets;
(p) monitoring the Company's Real Properties and Real Estate Related Assets for events that may be expected to have a material impact on the most recent estimated values;
(q) monitoring each Independent Appraiser's valuation process to ensure that it complies with the Company's valuation guidelines;
(r) delivering to, or maintaining on behalf of, the Company copies of appraisals obtained in connection with the investments in any Real Property;
(s) in the event that the Company is a commodity pool under the CEA, acting as the Company's commodity pool operator for the period and on the terms and conditions set forth in this Agreement, including, for the avoidance of doubt, the authority to make any filings, submissions or registrations (including for exemptive or "no action" relief) to the extent required or desirable under the CEA (and the Company hereby appoints the Adviser to act in such capacity and the Adviser accepts such appointment and agrees to be responsible for such services);
(t) placing, or arranging for the placement of, orders of Real Estate-Related Assets pursuant to the Adviser's investment determinations for the Company and the Operating Partnership either directly with the issuer or with a broker or dealer (including any Affiliated broker or dealer);
(u) making from time to time, or at any time reasonably requested by the Board, reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Adviser or any of its Affiliates;
(v) advising the Company regarding the Company's ability to elect REIT status, and thereafter maintenance of the Company's status as a REIT, and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and the regulations promulgated thereunder;
(w) taking all necessary actions to enable the Company and the Operating Partnership to make required tax filings and reports, including soliciting Stockholders for required information to the extent provided by the REIT provisions of the Code;
(x) taking all necessary actions to enable the Company and the Operating Partnership to maintain their exemptions or exclusions from the status of an investment company required to register under the Investment Company Act, monitoring compliance with the requirements for maintaining such exemptions or exclusions and using commercially reasonable efforts to cause them to maintain such exemptions or exclusions from such status;
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(y) assisting the Company in maintaining (i) the registration of the Shares under federal and state securities laws with respect to any Offering and complying with all federal, state and local regulatory requirements applicable to the Company with respect to any Offering and the Company's business activities (including the Sarbanes-Oxley Act of 2002, as amended), including, with respect to any Offering, preparing or causing to be prepared all supplements to the Prospectus, post-effective amendments to the registration statement for any Offering and financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act and the Exchange Act, (ii) applicable exemptions from registration under federal and state securities laws with respect to any private offering of Shares or other securities of the Company or the Operating Partnership and (iii) compliance with applicable securities regulations associated with any private offering of Shares or other securities of the Company or the Operating Partnership outside of the United States;
(z) performing such other services from time to time in connection with the management of the Company's investment activities as the Board shall reasonably request and/or the Adviser shall deem necessary or advisable under the particular circumstances.
Section 4. Authority of Adviser.
(a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 7), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board (by virtue of its approval of this Agreement and authorization of the execution hereof by the officers of the Company) hereby delegates to the Adviser the authority to take, or cause to be taken, any and all actions and to execute and deliver any and all agreements, certificates, assignments, instruments or other documents and to do any and all things that, in the judgment of the Adviser, may be necessary or advisable in connection with the Adviser's duties described in Section 3, including the making of any Investment that fits within the Company's investment objectives, strategy and guidelines, policies and limitations and within the discretionary limits and authority as granted to the Adviser from time to time by the Board or pursuant to this Agreement.
(b) Notwithstanding the foregoing, any Investment that does not fit within the Investment Guidelines will require the prior approval of the Board or any duly authorized committee of the Board, as the case may be. Except as otherwise set forth herein, in the Investment Guidelines or in the Charter, any Investment that fits within the Investment Guidelines may be made by the Adviser on the Company's or the Operating Partnership's behalf without the prior approval of the Board or any duly authorized committee of the Board.
(c) The prior approval of a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction as being fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from non-Affiliated third parties will be required for each transaction with the Company to which the Adviser or its Affiliates is a party.
(d) The Board will review the Investment Guidelines with sufficient frequency and, upon commencement of the initial Offering, at least annually and may, at any time upon the giving of notice to the Adviser, amend the Investment Guidelines; provided, however, that such
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modification or revocation shall be effective upon receipt by the Adviser or such later date as is specified by the Board and included in the notice provided to the Adviser and such modification or revocation shall not be applicable to investment transactions to which the Adviser has committed the Company or the Operating Partnership prior to the date of receipt by the Adviser of such notification, or if later, the effective date of such modification or revocation specified by the Board.
(e) The Adviser may procure, for and on behalf, and at the sole cost and expense, of the Company, such services as the Adviser deems necessary or advisable in connection with the management and operations of the Company, which services may be provided by Affiliates of the Adviser; provided that any such services may only be provided by Affiliates to the extent such services are approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transactions as being fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from non-Affiliated third parties. In performing its duties under Section 3, the Adviser shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other professional service providers) hired by the Adviser at the Company's sole cost and expense.
Section 5. Bank Accounts. The Adviser may establish and maintain one or more bank accounts in the name of the Company and the Operating Partnership thereof and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, consistent with the Adviser's authority under this Agreement, provided that no funds shall be commingled with the funds of the Adviser; and the Adviser shall from time to time render, upon request by the Board, its audit committee or the auditors of the Company, appropriate accountings of such collections and payments to the Board, its audit committee and the auditors of the Company, as applicable.
Section 6. Records; Access. The Adviser shall maintain appropriate records of its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Adviser shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.
Section 7. Limitations on Activities. The Adviser shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Investment Guidelines, (ii) would adversely and materially affect the qualification of the Company as a REIT under the Code or the Company's and the Operating Partnership's status as entities exempted or excluded from investment company status under the Investment Company Act, or (iii) would materially violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company and the Operating Partnership or of any exchange on which the securities of the Company may be listed or that would otherwise not be permitted by the Charter, Bylaws or Operating Partnership Agreement. If the Adviser is ordered to take any action by the Board, the Adviser shall seek to notify the Board if it is the Adviser's reasonable judgment that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Charter, Bylaws or Operating Agreement. Notwithstanding the foregoing, neither the Adviser nor any of its Affiliates shall be liable to the Company, the Operating Partnership, the Board, or the
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Stockholders for any act or omission by the Adviser or any of its Affiliates, except as provided in Section 20 of this Agreement. Nothing in this Section 7 is intended to modify the fiduciary responsibility owed by the Adviser to the Company and the Stockholders, as described in Section 2 of this Agreement, or the Adviser’s liability to the Company and its Stockholders for violations of its fiduciary responsibility to them.
Section 8. Other Activities of the Adviser.
(a) Nothing in this Agreement shall (i) prevent the Adviser or any of its Affiliates, officers, directors, managers, partners or employees from engaging in other businesses or from rendering services of any kind to any other Person, whether or not the investment objectives or policies of any such other Person are similar to those of the Company, including, without limitation, the sponsoring, closing and/or managing of any Other Apollo Accounts, (ii) in any way bind or restrict the Adviser or any of its Affiliates, officers, directors, managers, partners or employees from buying, selling or trading any securities or commodities for their own accounts or for the account of others for whom the Adviser or any of its Affiliates, officers, directors, managers, partners or employees may be acting, or (iii) prevent the Adviser or any of its Affiliates, officers, directors, managers, partners or employees from receiving fees or other compensation or profits from such activities described in this Section 8(a) which shall be for the sole benefit of the Adviser (and/or its Affiliates, officers, directors, managers, partners or employees). While information and recommendations supplied to the Company shall, in the Adviser's reasonable and good faith judgment, be appropriate under the circumstances and in light of the investment objectives and policies of the Company, such information and recommendations may be different in certain material respects from the information and recommendations supplied by the Adviser or any Affiliate of the Adviser to others (including, for greater certainty, the Other Apollo Accounts and their investors, as described more fully in Section 8(b)).
(b) Each of the Adviser, the Company and the Operating Partnership acknowledges and agrees that, notwithstanding anything to the contrary contained herein, (i) Affiliates of the Adviser sponsor, advise and/or manage Other Apollo Accounts and may in the future sponsor, advise and/or manage additional Other Apollo Accounts and (ii) with respect to Other Apollo Accounts with investment objectives or guidelines that overlap with the Company's, the Adviser and its Affiliates will allocate investment opportunities among the Company and such Other Apollo Accounts in accordance with Apollo's prevailing policies and procedures on a basis that the Adviser and its Affiliates determine to be reasonable in their sole discretion, and there may be circumstances where investments that are consistent with the Company's Investment Guidelines may be shared with or allocated to one or more Other Apollo Accounts (in lieu of the Company) in accordance with Apollo's prevailing policies and procedures.
(c) In connection with the services of the Adviser hereunder, the Company, the Operating Partnership and the Board acknowledge and/or agree that (i) as part of Apollo's regular businesses, personnel of the Adviser and its Affiliates may from time-to-time work on other projects and matters (including with respect to one or more Other Apollo Accounts), and that conflicts may arise with respect to the allocation of personnel between the Company and one or more Other Apollo Accounts and/or the Adviser and such other Affiliates, (ii) unless prohibited by the Charter, Other Apollo Accounts may invest, from time to time, in investments in which the Company also invests (including at a different level of an issuer's capital structure (e.g., an
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investment by an Other Apollo Account in a debt or mezzanine interest with respect to the same portfolio entity in which the Company owns an equity interest or vice versa) or in a different tranche of equity or debt with respect to an issuer in which the Company has an interest) and while Apollo will seek to resolve any such conflicts in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Apollo Accounts generally, such transactions are not required to be presented to the Board or any committee thereof for approval (unless otherwise required by the Charter or Investment Guidelines), and there can be no assurance that any conflicts will be resolved in the Company's favor, (iii) the Company will from time to time pay fees to the Adviser and its Affiliates, including portfolio entities of Other Apollo Accounts, for providing various services described in the Prospectus (collectively, "Services"), which fees will be in addition to the compensation paid to the Adviser pursuant to Section 10 hereof, (iv) the Adviser and its Affiliates will from time to time receive fees from portfolio entities or other issuers for providing Services, including with respect to Other Apollo Accounts and related portfolio entities, and while such fees will give rise to conflicts of interest the Company will not receive the benefit of any such fees and (v) the terms and conditions of the governing agreements of such Other Apollo Accounts (including with respect to the economic, reporting, and other rights afforded to investors in such Other Apollo Accounts) are materially different from the terms and conditions applicable to the Company and the Stockholders, and none of the Company, the Operating Partnership or the Stockholders (in such capacity) shall have the right to receive the benefit of any such different terms applicable to investors in such Other Apollo Accounts as a result of an investment in the Company or otherwise. The Adviser shall keep the Board reasonably informed on a periodic basis in connection with the foregoing.
(d) The Adviser is not permitted to consummate on the Company's behalf any transaction that involves (i) the sale of any investment to or (ii) the acquisition of any investment from Apollo, any Other Apollo Account or any of their Affiliates unless such transaction is approved by a majority of the Directors, including a majority of the Independent Directors, not otherwise interested in such transaction as being fair and reasonable to the Company. In addition, for any such acquisition by the Company, the Company's purchase price will be limited to the cost of the property to the Affiliate, including acquisition-related expenses, or if substantial justification exists, the current appraised value of the property as determined by an Independent Appraiser. In addition, the Company may enter into Joint Ventures with Other Apollo Accounts, or with Apollo, the Adviser, one or more Directors, or any of their respective Affiliates, only if a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction approve the transaction as being fair and reasonable to the Company and on substantially the same, or no less favorable, terms and conditions as those received by other Affiliate joint venture partners. The Adviser will seek to resolve any conflicts of interest in a fair and reasonable manner in accordance with its prevailing policies and procedures with respect to conflicts resolution among Other Apollo Accounts generally, but only those transactions set forth in this Section 8(d) will be expressly required to be presented for approval to the Independent Directors or any committee thereof (unless otherwise required by the Charter or the Investment Guidelines).
(e) It is acknowledged and understood that none of the Company, the Operating Partnership or the Board has the authority to determine the salary, bonus or any other compensation paid by the Adviser to any director, manager, officer, member, partner, employee, or stockholder
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of the Adviser or its Affiliates, including any person who is also a director or officer of the Company.
Section 9. Relationship with Directors and Officers. Subject to Section 7 of this Agreement and to restrictions advisable with respect to the qualification of the Company as a REIT, officers, directors, managers, partners and employees of the Adviser or an Affiliate of the Adviser or any corporate parent of an Affiliate, may serve as a Director or officer of the Company, except that no director, manager, officer or employee of the Adviser or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than (a) reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board or (b) as otherwise approved by the Board, including a majority of the Independent Directors, and no such Director shall be deemed an Independent Director for purposes of satisfying the Director independence requirement set forth in the Charter. For so long as this Agreement is in effect, the Adviser shall have the right to designate for nomination, subject to the approval of such nomination by the Board, three Directors who are Affiliated with the Adviser to the slate of Directors to be voted on by the stockholders at the Company's annual meeting of stockholders; provided, however, that, in the event the number of Directors is decreased to a number less than seven, such number of director designees shall be reduced as necessary by a number that will result in a majority of the Directors being Independent Directors. Furthermore, the Board shall consult with the Adviser in connection with (i) its selection of each Independent Director for nomination to the slate of Directors to be voted on at the annual meeting of stockholders, and (ii) filling any vacancies created by the removal, resignation, retirement or death of any Director.
Section 10. Management Fee.
(a) Commencing on the closing of the Company's first investment, the Company will pay the Adviser a management fee (the "Company Management Fee") equal to (i) 1.25% of NAV attributable to Class S Common Shares, Class D Common Shares and Class I Common Shares then outstanding; (ii) 1.00% of NAV attributable to Class F-S Common Shares, Class F-D Common Shares, Class F-I Common Shares and Class A-I Common Shares then outstanding; (iii) 1.00% of NAV attributable to the Class A-II Common Shares then outstanding; provided that, for the period from April 1, 2023 through September 1, 2026, this Company Management Fee will be reduced to 0.92% of NAV attributable to the Class A-II Common Shares then outstanding; and (iv) 1.00% of NAV attributable to the Class A-III Common Shares then outstanding; provided that, for the period from April 1, 2023 through January 2, 2027, this Company Management Fee will be reduced to 0.85% of NAV attributable to the Class A-III Common Shares then outstanding, in each case, per annum payable monthly, before giving effect to any accruals for the Management Fee, the Stockholder Servicing Fee, the Performance Allocation (as defined in the Operating Partnership Agreement) or any Distributions. Commencing on the closing of the Company's first investment, the Operating Partnership will pay the Adviser a management fee (the "OP Management Fee" and, together with the Company Management Fee, the "Management Fee") equal to (v) 1.25% of the net asset value of the Operating Partnership attributable to Class S units, Class D units and Class I units then outstanding held by unitholders other than the Company; (vi) 1.00% of the net asset value of the Operating Partnership attributable to Class F-S units, Class F-D units, Class F-I units and Class A-I units then outstanding held by unitholders other than the Company; (vii) 1.00% of the net asset value of the Operating Partnership
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attributable to Class A-II units then outstanding held by unitholders other than the Company; provided that, for the period from April 1, 2023 through September 1, 2026, this OP Management Fee will be reduced to 0.92% of the net asset value of the Operating Partnership attributable to Class A-II units then outstanding held by unitholders other than the Company; and (viii) 1.00% of the net asset value of the Operating Partnership attributable to Class A-III units then outstanding held by unitholders other than the Company, provided that, for the period from April 1, 2023 through January 2, 2027, this OP Management Fee will be reduced to 0.85% of the net asset value of the Operating Partnership attributable to Class A-III units then outstanding held by unitholders other than the Company, in each case, per annum payable monthly. Notwithstanding the foregoing, no Management Fee shall be paid on Class E Common Shares or Class E units of the Operating Partnership. The Adviser shall receive the Management Fees as compensation for services rendered hereunder.
(b) The Company Management Fee may be paid, at the Adviser's election, in cash or cash equivalent aggregate NAV amounts of Class E Common Shares or Class E units of the Operating Partnership. The OP Management Fee may be paid, at the Adviser's election, in cash or cash equivalent aggregate NAV amounts of Class E units of the Operating Partnership. If the Adviser elects to receive any portion of its Management Fee in Class E Common Shares or Class E units of the Operating Partnership, the Adviser may elect to have the Company or the Operating Partnership repurchase such Class E Common Shares or Class E units of the Operating Partnership from the Adviser at a later date. Class E Common Shares and Class E units of the Operating Partnership obtained by the Adviser will not be subject to the repurchase limits of the Company's share repurchase plan. The Operating Partnership will repurchase any such Operating Partnership units for cash or Class E Common Shares, at the Adviser's election, unless the Board determines that any such repurchase for cash would be prohibited by applicable law or the Charter, in which case such Operating Partnership units will be repurchased for the Company's Class E Common Shares with an equivalent aggregate NAV.
(c) In the event this Agreement is terminated or its term expires without renewal, the Adviser will be entitled to receive its prorated Management Fee through the date of termination. Such pro ration shall take into account the number of days of any partial calendar month or calendar year for which this Agreement was in effect.
(d) In the event the Company or the Operating Partnership commences a liquidation of its Investments during any calendar year, the Company and the Operating Partnership will pay the Adviser the Management Fee from the proceeds of the liquidation.
Section 11. Expenses.
(a) As required by the NASAA REIT Guidelines, the cumulative Selling Commissions, Stockholder Servicing Fees and Organization and Offering Expenses paid by the Company will not exceed 15.0% of Gross Proceeds from the sale of Shares in an Offering.
(b) Subject to Sections 4(e) and 11(c), the Adviser shall be responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company pursuant to this Agreement (including, without limitation, each of the officers of the Company and any Directors who are also directors, officers or employees of the Adviser or
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any of its Affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans of such personnel, and costs of insurance with respect to such personnel ("Adviser Expenses").
(c) In addition to the compensation paid to the Adviser pursuant to Section 10 hereof, the Company or the Operating Partnership shall pay all of its costs and expenses directly or reimburse the Adviser or its Affiliates for costs and expenses of the Adviser and its Affiliates incurred on behalf of the Company, other than Adviser Expenses. Without limiting the generality of the foregoing, it is specifically agreed that the following costs and expenses of the Company or the Operating Partnership are not Adviser Expenses and shall be paid by the Company or the Operating Partnership and shall not be paid by the Adviser or Affiliates of the Adviser:
(i) Organization and Offering Expenses; provided that within 60 days after the end of the month in which an Offering terminates, the Adviser shall reimburse the Company to the extent that the Organization and Offering Expenses, Selling Commissions, and Stockholder Servicing Fees borne by the Company exceed 15.0% of the Gross Proceeds raised in the completed Offering;
(ii) Acquisition Expenses, subject to limitations set forth in the Charter;
(iii) fees, costs and expenses in connection with the issuance and transaction costs incident to the trading, settling, disposition and financing of the Investments of the Company and the Operating Partnership (whether or not consummated), including brokerage commissions, hedging costs, prime brokerage fees, custodial expenses, clearing and settlement charges, forfeited deposits, and other investment costs fees and expenses actually incurred in connection with the pursuit, making, holding, settling, monitoring or disposing of actual or potential investments;
(iv) the actual cost of goods and services used by the Company and the Operating Partnership and obtained from Persons not Affiliated with the Adviser, including fees paid to administrators, consultants, attorneys, technology providers and other services providers, and brokerage fees paid in connection with the purchase and sale of Investments;
(v) all fees, costs and expenses of legal, tax, accounting, consulting, auditing (including internal audit), finance, administrative, investment banking, capital market, transfer agency, escrow agency, custody, prime brokerage, asset management, property management, data or technology services and other non-investment advisory services rendered to the Company or the Operating Partnership by the Adviser or its Affiliates in compliance with Section 4(e) including, without limitation, salaries, bonus and other wages, payroll taxes and the cost of employee benefit plans and insurance with respect to all personnel of the Adviser other than those who provide investment advisory services to the Company or serve as officers of the Company, as described above;
(vi) expenses of managing and operating the Company's and the Operating Partnership's Real Properties and Real Estate-Related Assets, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;
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(vii) the compensation and expenses of the Directors (excluding those directors who are officers, directors, managers, partners or employees of the Adviser) and the cost of liability insurance to indemnify the Company's Directors and officers, which may include the Company's allocable share of the cost of insurance to indemnify the Company's Directors and officers under a universal policy covering directors and officers of the Adviser and its Affiliates;
(viii) interest and fees and expenses arising out of borrowings made by the Company, including, but not limited to, costs associated with the establishment and maintenance of any of the Company's credit facilities, other financing arrangements, or other indebtedness of the Company (including commitment fees, accounting fees, legal fees, closing and other similar costs) or any of the Company's securities offerings;
(ix) expenses connected with communications to holders of the Company's securities or securities of the subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar, expenses in connection with the listing and/or trading of the Company's securities on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company's annual report to the Stockholders and proxy materials with respect to any meeting of the Stockholders and any other reports or related statements;
(x) the Company's allocable share of costs associated with technology-related expenses, including without limitation, any computer software or hardware, electronic equipment or purchased information technology services from third-party vendors or Affiliates of the Adviser, technology service providers and related software/hardware utilized in connection with the Company's investment and operational activities;
(xi) the Company's allocable share of expenses incurred by officers, directors, managers, partners employees, personnel and agents of the Adviser for travel on the Company's behalf and other out-of-pocket expenses incurred by them in connection with the purchase, financing, refinancing, sale or other disposition of an Investment;
(xii) expenses relating to compliance-related matters and regulatory filings relating to the Company's activities (including, without limitation, expenses relating to the preparation and filing of Form PF, reports to be filed with the U.S. Commodity Futures Trading Commission, reports, disclosures, and/or other regulatory filings of the Adviser and its Affiliates relating to the Company's activities (including the Company's pro rata share of the costs of the Adviser and its Affiliates of regulatory expenses that relate to the Company and Other Apollo Accounts));
(xiii) the costs of any litigation involving the Company or the Operating Partnership or their assets and the amount of any judgments or settlements paid in connection therewith, directors and officers, liability or other insurance and indemnification or extraordinary expense or liability relating to the affairs of the Company;
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(xiv) all taxes and license fees;
(xv) all insurance costs incurred in connection with the operation of the Company's business, which may include the Company's allocable share of the cost of insurance under a universal policy covering the Adviser and its Affiliates, except for the costs attributable to any separate insurance that the Adviser elects to carry for itself and its personnel;
(xvi) expenses of managing, improving, developing, operating and selling Investments, whether payable to an Affiliate of the Adviser or a non-Affiliated Person;
(xvii) expenses connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board to or on account of holders of the Company's securities, including, without limitation, in connection with any distribution reinvestment plan;
(xviii) any judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise) against the Company or the Operating Partnership, or against any Director or officer of the Company or in his or her capacity as such for which the Company is required to indemnify such Director or officer by any court or governmental agency;
(xix) expenses incurred in connection with the formation, organization and continuation of any corporation, partnership, Joint Venture or other entity through which the Company's investments are made or in which any such entity invests; and
(xx) expenses incurred related to industry association memberships or attending industry conferences on behalf of the Company.
(d) The Adviser may, at its option, elect not to seek reimbursement for certain expenses during a given period, which determination shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.
(e) Any reimbursement payments owed by the Company to the Adviser shall be reimbursed no less than monthly to the Adviser.
(f) Any reimbursement payments owed by the Company to the Adviser may be offset by the Adviser against amounts due to the Company from the Adviser. Cost and expense reimbursement to the Adviser shall be subject to adjustment at the end of each calendar year in connection with the annual audit of the Company.
(g) Notwithstanding the foregoing, the Adviser shall pay for all Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) incurred prior to the first anniversary of the Commencement Date. All Organization and Offering Expenses (other than Selling Commissions and Stockholder Servicing Fees) paid by the Adviser pursuant to this Section 11(g) shall be reimbursed by the Company to the Adviser in 60 equal monthly installments commencing with the first anniversary of the Commencement Date.
(h) Notwithstanding the foregoing, the Adviser shall pay for certain of the Company's operating expenses through the first anniversary of the Commencement Date. All such
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operating expenses paid by the Adviser pursuant to this Section 11(h) shall be reimbursed by the Company to the Adviser in 60 equal monthly installments commencing with the first anniversary of the Commencement Date.
Section 12. Other Services. Should the Board request that the Adviser or any director, officer, manager or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Adviser and the Independent Directors, subject to the limitations contained in the Charter, and shall not be deemed to be services pursuant to the terms of this Agreement.
Section 13. Reimbursement to the Adviser. Commencing upon the earlier to occur of four fiscal quarters after (i) the Corporation's acquisition of its first asset or (ii) six months after the Commencement Date, the Company shall not reimburse the Adviser at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the "Expense Year") exceed (the "Excess Amount") the greater of 2.0% of Average Invested Assets or 25.0% of Net Income (the "2%/25% Guidelines") for such four fiscal quarters unless the Independent Directors determine that such Excess Amount was justified, based on unusual and nonrecurring factors that the Independent Directors deem sufficient. If the Independent Directors do not approve such Excess Amount as being so justified, the Adviser shall reimburse the Company the amount by which the Total Operating Expenses exceeded the 2%/25% Guidelines. If the Independent Directors determine such Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Adviser, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the Securities and Exchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.
Section 14. No Joint Venture. The Company and the Operating Partnership, on the one hand, and the Adviser on the other, are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them.
Section 15. Term of Agreement. This Agreement shall continue in force for a period of one year from the Effective Date, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. It is the duty of the Board to evaluate the performance of the Adviser annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year.
Section 16. Termination by the Parties. This Agreement may be terminated (i) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Adviser; or (ii) upon 60 days' written notice without Cause or penalty by a majority vote of the
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Independent Directors; or (iii) upon 60 days' written notice by the Adviser. The provisions of Sections 18 through 22 survive termination of this Agreement.
Section 17. Assignment to an Affiliate. This Agreement may be assigned by the Adviser to an Affiliate of the Adviser with the approval of a majority of the Directors (including a majority of the Independent Directors). The Adviser may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the consent of the Board. This Agreement shall not be assigned by the Company or the Operating Partnership without the approval of the Adviser, except in the case of an assignment by the Company or the Operating Partnership to a corporation or other organization which is a successor to all of the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company and the Operating Partnership are bound by this Agreement. This Agreement shall be binding on successors to the Company resulting from a Change in Control or sale of all or substantially all the assets of the Company or the Operating Partnership, and shall likewise be binding on any successor to the Adviser.
Section 18. Payments to and Duties of Adviser Upon Termination.
(a) After the Termination Date, the Adviser shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company or the Operating Partnership within 30 days after the effective date of such termination all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable.
(b) The Adviser shall promptly upon termination:
(i) pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;
(ii) deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;
(iii) deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Adviser; and
(iv) cooperate with, and take all reasonable actions requested by, the Company and Board in making an orderly transition of the advisory function.
Section 19. Indemnification by the Company and the Operating Partnership. The Company and the Operating Partnership shall indemnify and hold harmless the Adviser and its Affiliates, including their respective officers, directors, managers, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys' fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the fullest extent
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possible without such indemnification being inconsistent with the laws of the State of Maryland, the Charter or the provisions of Section II.G of the NASAA REIT Guidelines.
Section 20. Indemnification by Adviser. The Adviser shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses including attorneys' fees, to the extent that (i) such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and (ii) are incurred by reason of the Adviser's bad faith, fraud, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement; provided, however, that the Adviser shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Adviser.
Section 21. Non-Solicitation. In the event of a termination without Cause of this Agreement by the Company pursuant to Section 16(iii) hereof, for two years after the Termination Date, the Company shall not, without the consent of the Adviser, employ or otherwise retain any employee of the Adviser or any of its Affiliates or any person who has been employed by the Adviser or any of its Affiliates at any time within the two year period immediately preceding the date on which such person commences employment with or is otherwise retained by the Company. The Company acknowledges and agrees that, in addition to any damages, the Adviser may be entitled to equitable relief for any violation of this Section 21 by the Company, including, without limitation, injunctive relief.
Section 22. Miscellaneous.
(a) Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Charter, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by courier or overnight carrier, by registered or certified mail, by electronic mail or posted on a password protected website maintained by the Adviser and for which the Company has received access instructions by electronic mail, when posted, using the contact information set forth herein:
The Company:
Apollo Realty Income Solutions, Inc.
c/o Apollo Global Management, Inc.
9 West 57th Street, 42nd Floor
New York, New York 10019
Attention: Jessica Lomm, Secretary
Email: jlomm@apollo.com
with required copies (which shall not constitute notice) to:
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Attention: Andrew S. Epstein; Jason D. Myers
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Email: andrew.epstein@cliffordchance.com; jason.myers@cliffordchance.com
The Adviser:
ARIS Management, LLC
9 West 57th Street, 42nd Floor
New York, New York 10019
Attention: Jessica Lomm
Email: jlomm@apollo.com
with required copies (which shall not constitute notice) to:
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Attention: Andrew S. Epstein; Jason D. Myers
Email: andrew.epstein@cliffordchance.com; jason.myers@cliffordchance.com
Any party may at any time give notice in writing to the other parties of a change in its address for the purposes of this Section 22(a).
(b) Modification. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.
(c) Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
(d) Governing Law; Exclusive Jurisdiction; Jury Trial. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in Borough of Manhattan, New York for purposes of any suit, action or other proceeding arising from this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or thereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each of the parties hereby consents to and grants any such court jurisdiction over the person of such party and over the subject matter of any such dispute. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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(e) Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.
(f) Indulgences, Not Waivers. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.
(g) Gender; Number. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.
(h) Headings. The titles and headings of Sections and Subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.
(i) Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
Section 23. Initial Investment. The Adviser or one of its Affiliates has contributed $200,000 (the "Initial Investment") in exchange for the initial issuance of Shares of the Company. The Adviser or its Affiliates may not sell any of the Shares purchased with the Initial Investment while the Adviser acts in an advisory capacity to the Company. The restrictions included above shall not apply to any Shares acquired by the Adviser or its Affiliates other than the Shares acquired through the Initial Investment. Neither the Adviser nor its Affiliates shall vote any Shares they now own, or hereafter acquire, or consent that such Shares be voted, on matters submitted to the Stockholders regarding (i) the removal of ARIS Management, LLC as the Adviser; (ii) the removal of any member of the Board; or (iii) any transaction by and between the Company and the Adviser, a member of the Board or any of their Affiliates.
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IN WITNESS WHEREOF, the parties hereto have executed this Third Amended and Restated Advisory Agreement as of the date and year first above written.
Apollo Realty Income Solutions, Inc.
By: /s/ Anastasia Mironova
Name: Anastasia Mironova
Title: Interim Chief Financial Officer, Treasurer and Secretary
ARIS Operating Partnership L.P.
By: Apollo Realty Income Solutions, Inc.,
as general partner
By: /s/ Anastasia Mironova
Name: Anastasia Mironova
Title: Interim Chief Financial Officer, Treasurer and Secretary
ARIS Management, LLC
By: /s/ Anastasia Mironova
Name: Anastasia Mironova
Title: Vice President
[Signature Page to Third Amended and Restated Advisory Agreement]
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip Mintz, certify that:
May 10, 2024 |
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By: |
/s/ Philip Mintz |
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|
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Philip Mintz |
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|
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Co-President and Co-Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Randy Anderson, certify that:
May 10, 2024 |
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By: |
/s/ Randy Anderson |
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|
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Randy Anderson |
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|
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Co-President and Co-Chief Executive Officer |
Exhibit 31.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Anastasia Mironova, certify that:
May 10, 2024 |
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By: |
/s/ Anastasia Mironova |
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Anastasia Mironova |
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|
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Interim Chief Financial Officer, Treasurer and Secretary |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICERS
AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Co-President and Co-Chief Executive Officer of Apollo Realty Income Solutions, Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 10, 2024 |
By: |
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/s/ Philip Mintz |
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Name: |
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Philip Mintz |
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Title: |
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Co-President and Co-Chief Executive Officer |
The undersigned, the Co-President and Co-Chief Executive Officer of Apollo Realty Income Solutions, Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 10, 2024 |
By: |
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/s/ Randy Anderson |
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Name: |
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Randy Anderson |
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Title: |
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Co-President and Co-Chief Executive Officer |
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The undersigned, the Chief Financial Officer, Treasurer and Secretary of Apollo Realty Income Solutions, Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
May 10, 2024 |
By: |
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/s/ Anastasia Mironova |
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Name: |
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Anastasia Mironova |
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Title: |
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Interim Chief Financial Officer, Treasurer and Secretary |
Pursuant to the Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or incorporated by reference in any registration statement of the Company filed under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
||
---|---|---|---|---|
Assets | ||||
Investments in real estate, net | $ 153,614 | $ 154,513 | ||
Investments in real estate debt, at fair value | 474,240 | 328,189 | ||
Cash and cash equivalents | 46,466 | 95,205 | ||
Restricted cash | 11 | |||
Other assets | 31,563 | 31,764 | ||
Total assets | [1] | 705,894 | 609,671 | |
Liabilities and Equity | ||||
Mortgage notes, net | 35,612 | 35,591 | ||
Other liabilities | 16,498 | 14,406 | ||
Total liabilities | [1] | 67,823 | 65,828 | |
Commitments and contingencies (See Note 16) | ||||
Redeemable non-controlling interest | 1,824 | 967 | ||
Equity | ||||
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized at March 31, 2024 and December 31, 2023, and none issued and outstanding | ||||
Common stock, $0.01 par value per share (See Note 14 - Equity) | 264 | 220 | ||
Additional paid-in capital | 528,416 | 438,432 | ||
Retained earnings (accumulated deficit) | 4,337 | 2,681 | ||
Total stockholders' equity | 533,017 | 441,333 | ||
Non-controlling interest attributable to the Operating Partnership | 103,105 | 101,543 | ||
Non-controlling interest attributable to preferred stockholders | 125 | |||
Total equity | 636,247 | 542,876 | ||
Total liabilities and equity | 705,894 | 609,671 | ||
Due to Affiliates | ||||
Liabilities and Equity | ||||
Due to affiliates | $ 15,713 | $ 15,831 | ||
|
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2024 |
Dec. 31, 2023 |
|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares outstanding | 0 | 0 |
VIE ownership percentage | 83.00% | 81.00% |
Condensed Consolidated Statement of Changes in Equity (Unaudited) - USD ($) $ in Thousands |
Total |
Preferred Equity |
Common Stock |
Additional Paid-In Capital |
Retained Earnings (Accumulated Deficit) |
Total Stockholders' Equity |
Non-Controlling Interest |
Non-Controlling Interest
Preferred Equity
|
Redeemable non-controlling interest |
---|---|---|---|---|---|---|---|---|---|
Beginning Balance at Dec. 31, 2022 | $ 128,291 | $ 18 | $ 31,367 | $ (815) | $ 30,570 | $ 97,721 | |||
Beginning Balance, Shares at Dec. 31, 2022 | 1,824 | ||||||||
Shares issued, value | 60,227 | $ 30 | 60,197 | 60,227 | |||||
Shares issued, shares | 3,006 | ||||||||
Offering costs | (83) | (83) | (83) | ||||||
Contributions from non-controlling interests | 156 | 156 | |||||||
Net income | 683 | 335 | 335 | 348 | |||||
Ending Balance at Mar. 31, 2023 | 189,274 | $ 48 | 91,481 | (480) | 91,049 | 98,225 | |||
Ending Balance, Shares at Mar. 31, 2023 | 4,830 | ||||||||
Beginning Balance at Dec. 31, 2023 | 542,876 | $ 220 | 438,432 | 2,681 | 441,333 | 101,543 | $ 967 | ||
Beginning Balance, Shares at Dec. 31, 2023 | 21,943 | ||||||||
Shares issued, value | 89,566 | $ 125 | $ 43 | 89,523 | 89,566 | $ 125 | 831 | ||
Shares issued, shares | 4,328 | ||||||||
Amortization of restricted stock grants | 25 | 25 | 25 | ||||||
Offering costs | (355) | (355) | (355) | ||||||
Distribution reinvestments, value | 2,124 | 944 | 944 | 1,180 | 20 | ||||
Distribution reinvestments, shares | 45 | ||||||||
Net income | 9,636 | 31 | |||||||
Net Income | 9,605 | 7,939 | 7,939 | 1,666 | |||||
Share class transfer, shares | 25 | ||||||||
Repurchase of common stock | (154) | (154) | (154) | ||||||
Repurchase of common stock, shares | (7) | ||||||||
Distributions to non-controlling interest | (1,284) | (1,284) | (25) | ||||||
Distributions declared on common stock | (6,281) | (6,281) | (6,281) | ||||||
Ending Balance at Mar. 31, 2024 | $ 636,247 | $ 263 | $ 528,415 | $ 4,339 | $ 533,017 | $ 103,230 | $ 1,824 | ||
Ending Balance, Shares at Mar. 31, 2024 | 26,334 |
Organization and Business Purpose |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Purpose | Note 1 - Organization and Business Purpose Apollo Realty Income Solutions, Inc. (the "Company") was formed on September 8, 2021 as a Maryland corporation. The Company is the sole general partner of ARIS Operating Partnership L.P., a Delaware limited partnership (the "Operating Partnership"). ARIS Special Limited Partner, LLC (the "Special Limited Partner"), a subsidiary of Apollo Global Management, Inc. (together with its subsidiaries, "Apollo"), owns a special limited partner interest in the Operating Partnership. The Company was organized to invest primarily in a portfolio of diversified income-oriented commercial real estate in the United States. Substantially all of the Company's business is conducted through the Operating Partnership. The Company commenced its operations on December 22, 2022 and the Company and the Operating Partnership are both externally managed by ARIS Management, LLC (the "Adviser"), an indirect subsidiary of Apollo. The Company has registered with the Securities and Exchange Commission (the "SEC") an offering of up to $5.0 billion in shares of common stock, consisting of up to $4.0 billion in shares in its primary offering and up to $1.0 billion in shares pursuant to its distribution reinvestment plan (the "Offering"). In the Offering, the Company intends to sell any combination of nine classes of shares of its common stock, Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class A-I shares, Class A-II shares, and Class A-III shares with a dollar value up to the maximum offering amount. The share classes have different upfront selling commissions, ongoing stockholder servicing fees, management fees, and performance participation allocations. The purchase price per share for each class of common stock 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 Company also may issue Class E shares to certain of Apollo's affiliates and employees in one or more private placements; however, Class E shares are not being offered to the public pursuant to the Offering. The Company intends to elect to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with the taxable year ended December 31, 2023. To maintain its tax qualification as a REIT, the Company will be required to distribute at least 90% of its taxable income, excluding net capital gains, to stockholders and meet certain other asset, income, and ownership tests. As of March 31, 2024, the Company owned three properties, had fourteen investments in commercial real estate debt, and held fourteen real estate-related securities. The Company currently operates in two reportable segments: Real Estate and Real Estate Debt. See "Note 17 - Segment Reporting" for additional information. |
Summary of Significant Accounting Policies |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies 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") and include the accounts of the Company and the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company's financial position, results of operations and cash flows have been included. The Company's results of operations for the three months ended March 31, 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 that it controls through either majority ownership or voting rights. In addition, the Company consolidates all variable interest entities ("VIEs") of which it is considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as the primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE's economic performance, and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be 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 entities such as purchases, dispositions, financings, budgets, and overall operating plans. The accompanying condensed consolidated financial statements include the accounts of the Company and the Company's subsidiary partnerships. Third party unitholders of Operating Partnership's share of the assets, liabilities and operations of the Operating Partnership is included in non-controlling interest as equity of the Company. The noncontrolling interest is generally computed based on third party unit-holders ownership percentage. Non-controlling interests in the Operating Partnership represent Operating Partnership units that are held by third parties, including the Adviser,and Operating Partnership units issued to the Adviser under an advisory agreement by and among the Company, the Operating Partnership and the Adviser (as amended, restated or otherwise modified from time to time, the "Advisory Agreement"). Operating Partnership units may be redeemed for cash, or at the Company's option, for shares of common stock of the Company on a one-for-one basis, unless those units are held by the Adviser or Special Limited Partner, in which case such Operating Partnership units shall be redeemed for shares of common stock of the Company or cash, at the holder's election. Since the number of shares of common stock outstanding is equal to the number of Operating Partnership units owned by the Company, the redemption value of each common unit of the Operating Partnership is equal to the market value of each share of common stock and distributions paid to each unitholder is equivalent to dividends paid to common stockholders, per respective share class. 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. As of March 31, 2024 and December 31, 2023, the Company held $46.5 million and $95.2 million of cash and cash equivalents, respectively. Restricted Cash Restricted cash represents cash held in a deposit account controlled by a third party. As of March 31, 2024, the Company held $11 thousand in restricted cash. The Company did not have any restricted cash as of December 31, 2023. Fair Value Measurements Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company uses a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment, and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy: Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments. Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date. Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. As of March 31, 2024, the Company's investments in real estate debt consisted of commercial mortgage loans secured by real estate assets and real estate-related securities. The Company has elected the fair value option ("FVO") for investments in commercial mortgage loans secured by real estate assets as the Company believes fair value provides a more accurate depiction of the value of these assets. During the three months ended March 31, 2024, real-estate related securities met the criteria to be classified as trading securities under ASC 320, "Investments". The Company generally determines the fair value of its investments in real estate debt by utilizing third-party pricing service providers whenever available. The Company's investments in commercial mortgage loans are unlikely to have readily available market quotations. In such cases, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company will determine fair value by utilizing or reviewing certain of the following (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. The inputs used in determining the fair value of the Company's investments in commercial mortgage loans are considered Level 3. The fair value of real estate-related securities may be determined by using third-party pricing service providers or broker-dealer quotes, reported trades or valuation estimates from their internal pricing models to determine the reported price. The inputs used in determining the fair value of the Company's investments in real estate-related securities are considered Level 2. The following table details the Company's assets measured at fair value on a recurring basis ($ in thousands):
The following table details the Company's assets measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):
The following table contains the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):
Investment Property and Lease Intangibles Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the operations of acquired properties will be included in the Company's results of operations from their respective dates of acquisition. The Company will utilize a report from an independent appraiser to record the purchase of identifiable assets acquired and liabilities assumed such as land, buildings and improvements, equipment and identifiable intangible assets and liabilities such as amounts related to in-place leases, acquired above- and below-market leases, tenant relationships, asset retirement obligations and mortgage loans payable. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. The estimated fair value of acquired in-place leases is the costs the Company would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs, and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, the Company evaluates the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the remaining lease terms. The amortization of in-place lease intangibles is recorded in depreciation and amortization expense on the Company’s condensed consolidated statements of operations. Acquired above- and below-market lease values are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the in-place leases and the Company's estimate of fair market value lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental revenue over the remaining terms of the respective leases, which include periods covered by bargain renewal options, if applicable. Should a tenant terminate its lease, the unamortized portion of the in-place lease value will be charged to amortization expense and the unamortized portion of out-of-market lease value will be charged to rental revenue. The Company's investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
Significant improvements to properties are capitalized, whereas, repairs and maintenance expenses at the Company's properties are expensed as incurred and included in real estate operating expense on the Company’s condensed consolidated statements of operations. When an asset is sold, the cost and related accumulated depreciation are removed from the accounts with the resulting gain or loss reflected in the Company's results of operations for the period. Real estate assets will be evaluated for impairment on a quarterly basis. The Company will consider 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 asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset, 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 March 31, 2024, the Company had not recorded any impairments on its investments in real estate. Investments in Real Estate Debt The Company's investments in real estate debt consist of commercial mortgage loans secured by real estate and real estate-related securities. The Company has elected the FVO for its commercial mortgage loans secured by real estate. During the three months ended March 31, 2024, real-estate related securities met the criteria to be classified as trading securities under ASC 320, "Investments". The unrealized gain or loss associated with holding real estate debt investments at fair value are recorded as a component of income from investments in real estate debt on the Company's condensed consolidated statement of operations. For the three months ended March 31, 2024 the Company recorded $0.2 million of unrealized gain on its investments in real estate debt. Interest income from the Company’s investments in real estate debt is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis. Recognition of premiums and discounts associated with these investments is deferred and recorded over the term of the investment as an adjustment to yield. Upfront costs and fees related to items for which the FVO is elected are recognized in earnings as incurred and are not deferred. Interest income, upfront costs and fees are recorded as components of income from investments in real estate debt on the Company’s condensed consolidated statements of operations. Deferred Financing Costs Costs incurred in connection with financings are capitalized and amortized over the respective financing terms and are reflected on the accompanying condensed consolidated statement of operations as a component of interest expense. Revenue Recognition The Company's rental revenue consists of base rent and tenant reimbursement income arising from tenant leases at the Company's properties under operating leases. Base rent is recognized on a straight-line basis over the life of the lease, including any rent step ups or abatements. The Company accounts for base rental revenue (lease component) and common area expense reimbursement (non-lease component) as one lease component under Accounting Standards Codification ("ASC") 842, "Leases". Additionally, the Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component. The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. Management 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. Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue. However any future cash receipt on leases that are deemed uncollectible will be recorded as income on a cash basis. Commercial mortgage loans that are significantly past due may be placed on non-accrual status if we determine it is probable that we will not collect all payments which are contractually due. When a loan is placed on non-accrual status, interest is only recorded as interest income when it is received. A loan may be placed back on accrual status if we determine it is probable that we will collect all payments which are contractually due. Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 2023. 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 its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S. federal income and excise taxes on its undistributed income. Earnings per Share of Common Stock Basic earnings per share of common stock is computed by dividing net income or loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income or loss for the period by the weighted average number of shares of common stock and common stock equivalents outstanding (unless their effect is anti-dilutive) for the period. As there were no common stock equivalents outstanding during the three months ended March 31, 2024 and 2023, the calculation of basic and diluted earnings per share are equal. Organization and Offering Expenses The Adviser has agreed that it and/or its affiliates will advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the Company's organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through December 22, 2023, the first anniversary of the escrow break for the Offering. The Company will reimburse the Adviser and its affiliates for all such advanced expenses ratably over a 60-month period beginning on December 22, 2024. Organization costs are expensed as incurred and recorded as expenses on the Company's condensed consolidated statement of operations and offering costs are charged to equity as such amounts are incurred. As of March 31, 2024 and December 31, 2023, the Adviser and its affiliates had incurred organization and offering costs on the Company's behalf of $7.9 million, consisting of offering costs of $6.4 million and organization costs of $1.5 million. Such costs became the Company's liability on December 22, 2022, the date on which the proceeds from the Offering were released from escrow. These organization and offering costs are recorded as a component of due to affiliates on the Company's condensed consolidated balance sheet. Apollo Global Securities, LLC (the "Dealer Manager"), a registered broker-dealer affiliated with the Adviser, serves as the dealer manager for the Offering. The Dealer Manager is entitled to receive selling commissions and dealer manager fees based on the transaction price of each applicable class of shares sold in the primary offering. The Dealer Manager is also entitled to receive a stockholder servicing fee based on the aggregate NAV of the Company’s outstanding Class S shares, Class D shares, Class F-S shares and Class F-D shares. The following table details the selling commissions, dealer manager fees, and stockholder servicing fees for each applicable share class as of March 31, 2024:
For Class S shares and Class F-S shares sold in the primary offering, investors will pay upfront selling commissions of up to 3% and dealer manager fees of up to 0.5% of the transaction price; however, such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. For Class D shares and Class F-D shares sold in the primary offering, investors will pay upfront selling commissions of up to 1.5% of the transaction price. The Dealer Manager, as the dealer manager for the Offering, is entitled to receive stockholder servicing fees of 0.85% per annum of the aggregate NAV for Class S shares and Class F-S shares. For Class D shares and Class F-D shares, a charge of 0.25% per annum of the aggregate NAV will be charged for stockholder servicing fees. The Dealer Manager has entered into agreements with selected dealers that agree to distribute the Company's shares in the Offering, which will provide, among other things, for the reallowance of the full amount of the selling commissions and stockholder servicing fees to such selected dealers. The Company will cease paying the stockholder servicing fee with respect to any Class S share, Class D share, Class F-S share, or Class F-D share held in a stockholder's account at the end of the month in which the total selling commissions, dealer manager fees and stockholder servicing fees paid with respect to such shares would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such share. There will not be a stockholder servicing fee, upfront selling commission or dealer manager fee with respect to Class I shares, Class F-I shares, Class A-I shares, Class A-II shares, and Class A-III shares. The Company will accrue the cost of the stockholder servicing fee as an offering cost at the time of each Class S share, Class D share, Class F-S share, and Class F-D share is sold during the primary offering. As of March 31, 2024, the Company had not sold any of those share classes and as such has not accrued for any stockholder servicing fees. Share Based Payments The Company accounts for share-based compensation to its independent directors, to the Adviser and to employees of the Adviser and its affiliates using the fair value-based methodology prescribed by GAAP. Compensation cost related to restricted common stock issued is measured at its fair value at the grant date and amortized into expense over the vesting period on a straight-line basis.
Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 intends to improve reportable segment disclosure requirements, enhance interim disclosure requirements and provide new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods with fiscal years beginning after December 15, 2024. ASU 2023-07 is to be adopted retrospectively to all prior periods presented. The Company is currently assessing the impact this guidance will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently assessing the impact of this guidance, however, it does not expect a material impact to its consolidated financial statements. |
Investments in Real Estate |
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Investments in Real Estate | Note 3 - Investments in Real Estate Investments in real estate, net consisted of the following ($ in thousands):
During the three months ended March 31, 2024, the Company did not acquire any properties. Intangible assets are recorded in other assets on the accompanying condensed consolidated balance sheet. The intangibles of the properties are amortized over the remaining lease terms that they were derived from. As a result, the Company's intangibles have a weighted average amortization period of approximately 13 years. As of March 31, 2024 and December 31, 2023, the Company did not recognize any impairment on its real estate investments. |
Investments in Real Estate Debt |
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Real Estate Investments, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments in Real Estate Debt | Note 4 - Investments in Real Estate Debt The following table details the Company's investments in real estate debt as of March 31, 2024 ($ in thousands):
____________ (1) Based on applicable benchmark rates as of March 31, 2024. (2) Weighted average maturity date is based on fully extended maturity. All of the Company's real estate-related securities have maturity dates greater than ten years from March 31, 2024. The table below details the type of properties securing the loans in the Company's portfolio at the dates indicated ($ in thousands):
(1) Other property types represents productions studio.
The table below details the geographic distribution of the properties securing the loans in the Company's portfolio at the dates indicated ($ in thousands):
The total income from investments in real estate debt disclosed on the Company's condensed consolidated statement of operations relates to interest income, upfront fees recognized, and unrealized gain on these investments in real estate debt. For the three months ended March 31, 2024, the Company recorded $0.2 million unrealized gains on its investments in real estate debt. The Company did not have any unrealized gains or losses on its investments in real estate debt for the three months ended March 31, 2023. |
Other Assets |
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Other Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Assets | Note 5 - Other Assets The following table details the components of the Company's other assets at the dates indicated ($ in thousands):
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Intangibles |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangibles | Note 6 - Intangibles The gross carrying amount and accumulated amortization of the Company's intangible assets consisted of the following as of the dates indicated ($ in thousands):
The estimated future amortization on the Company's intangibles for each of the next five years and thereafter as of March 31, 2024, is as follows ($ in thousands):
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Leases |
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Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | Note 7 - Leases Lessor The Company’s rental revenue consists of rent earned from the operating leases at the Company’s industrial and retail properties. The leases at the Company’s industrial and retail properties generally includes a fixed base rent, subject to annual step-ups, and a variable component. The variable component of the Company’s operating leases primarily consists of the reimbursement of operating expenses such as real estate taxes, insurance, and common area maintenance costs. The following table summarizes the fixed and variable components of the Company's operating leases ($ in thousands):
The following table presents the undiscounted future minimum rents the Company expects to receive for its industrial and retail properties as of March 31, 2024 ($ in thousands):
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Mortgage Notes |
3 Months Ended |
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Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Mortgage Notes | Note 8 - Mortgage Notes As of March 31, 2024 and December 31, 2023 the Company held a $36.0 million, non-amortizing, mortgage loan secured by one of its real estate equity properties, net of unamortized deferred financing costs of $0.4 million and $0.5 million, respectively. The loan has a fixed interest rate of 6.05% and a five year term with a maturity date in November 2028. There have been no repayments on this mortgage loan during the three months ended March 31, 2024. During the three months ended March 31, 2024, the Company recorded $21 thousand of deferred financing cost amortization, which is included within interest expense in the condensed consolidated statement of operations. The Company did not have any deferred financing cost amortization for the three months ended March 31, 2023. The Company is in compliance with all covenants as of March 31, 2024. |
Secured Financings on Investments in Real Estate Debt |
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Mar. 31, 2024 | |
Disclosure of Repurchase Agreements [Abstract] | |
Secured Financings on Investments in Real Estate Debt | Note 9 - Secured Financings on Investments in Real Estate Debt During October 2023, certain indirect subsidiaries (the "Sellers") of the Company entered into a Master Repurchase Agreement (the "JPM Repurchase Agreement") with JPMorgan Chase Bank, National Association (the "Buyer"). The JPM Repurchase Agreement provides for a maximum aggregate purchase price of $250.0 million and has a three-year term plus two one-year extension options (the "JPM Repurchase Facility"). Subject to the terms and conditions thereof, the JPM Repurchase Agreement provides for the purchase, sale and repurchase of senior mortgage loans and participation interests in performing senior mortgage loans satisfying certain conditions set forth in the JPM Repurchase Agreement. The Operating Partnership has agreed to provide a limited guarantee of the obligations of the Sellers under the JPM Repurchase Agreement. As of March 31, 2024, there are no outstanding borrowings under the JPM Repurchase Agreement and the Company is in compliance with all associated covenants. The Company incurred $1.2 million in costs associated with the JPM Repurchase Facility that are recorded in other assets in the consolidated balance sheet net of $0.3 million of amortization. |
Other Liabilities |
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Other Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities | Note 10 - Other Liabilities The following table details the components of the Company's other liabilities at the date indicated ($ in thousands):
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Related Party Transactions |
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Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | Note 11 - Related Party Transactions 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 directors. The Special Limited Partner holds a performance participation interest in the Operating Partnership that entitles it to receive an allocation from the Operating Partnership on Class S shares, Class D shares, and Class I shares equal to 12.5% of the annual Total Return, subject to a 5% annual Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined in the limited partnership agreement of the Operating Partnership, by and among the Company, as general partner, the Special Limited Partner and the limited partners party thereto from time to time (as amended, restated or otherwise modified from time to time, the "Limited Partnership Agreement")). On Class F-S shares, Class F-D shares, and Class F-I shares, the Special Limited Partner is entitled to receive an allocation equal to 9.0% of the annual Total Return, subject to a 5% annual Hurdle Amount and a High Water Mark, with a Catch-Up (each term as defined in the Limited Partnership Agreement). Such allocation will accrue monthly and be paid annually. There will not be a performance participation interest with respect to Class A-I shares, Class A-II shares, Class A-III shares, and Class E shares. The performance participation interest will be paid, at the Adviser's election, in cash, Class E shares, Class E units of the Operating Partnership or any combination thereof. During the three months ended March 31, 2024, the Company accrued $0.2 million of performance participation allocation. There was no performance participation allocation during the three months ended March 31, 2023. The Company may retain certain of the Adviser's affiliates for necessary services relating to the Company's investments or its operations, including but not limited to any accounting and audit services (including valuation support services), account management services, administrative services, data management services, information technology services, finance/budget services, legal services, operational services, risk management services, tax services, treasury services, construction, special servicing, leasing, development, coordinating closing and post-closing procedures, property oversight, statutory services, and other property management services, as well as services related to mortgage servicing, group purchasing, healthcare, consulting/brokerage, capital markets/credit origination, broker-dealer services, underwriting, placing, syndicating, structuring, arranging, debt advisory services and other similar services, loan servicing, property, title and/or other types of insurance, title agency services, management consulting and other similar operational matters. Any fees paid to the Adviser's affiliates for any such services will not reduce the management fee or performance participation allocation. Any such arrangements will be at market terms and rates. The Company has engaged Nations Land Services, L.P. ("Nations"), a title agent company in which Apollo has a majority ownership. Nations acts as a title agent in facilitating and issuing title insurance in connection with investments by the Company, affiliates, and related parties, and third parties. Apollo receives distributions from Nations in connection with investments by the Company based on its equity interest in Nations. In each case, there will be no related offset to the Company. During the three months ended March 31, 2024, the Company did not incur any expenses related to Nations. The Dealer Manager serves as the dealer manager for the Offering. The Dealer Manager is a registered broker-dealer affiliated with the Adviser. The Company entered into an agreement (the "Dealer Manager Agreement") with the Dealer Manager in connection with the Offering. Subject to the terms of the Dealer Manager Agreement, the Company's obligations to pay stockholder servicing fees with respect to the Class S shares, Class D shares, Class F-S shares, and Class F-D shares sold in the Offering shall survive until such shares are no longer outstanding (including because such shares have converted into Class I shares or Class F-I shares). The Dealer Manager is entitled to receive selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of the transaction price of each Class S share and Class F-S share sold in the primary offering; however, such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. Participating broker-dealers are third-party broker-dealers engaged by the Dealer Manager to participate in the distribution of shares of the Company's common stock. The Dealer Manager is also entitled to receive selling commissions of up to 1.5% of the transaction price of each Class D share and Class F-D share sold in the primary offering. The Dealer Manager also receives a stockholder servicing fee of 0.85% and 0.25% per annum of the aggregate NAV of the Company's outstanding Class S and F-S shares and Class D and F-D shares, respectively. The Dealer Manager has entered into agreements with selected dealers that agree to distribute the Company's shares in the Offering, which will provide, among other things, for the reallowance of the full amount of the selling commissions and stockholder servicing fees to such selected dealers. The Company will cease paying the stockholder servicing fee with respect to any Class S share, Class D share, Class F-S share, or Class F-D share held in a stockholder's account at the end of the month in which the total selling commissions, dealer manager fees and stockholder servicing fees paid with respect to such shares would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such share. The Company will accrue the cost of the stockholder servicing fee as an offering cost at the time each Class S share, Class F-S share, Class D share, and Class F-D share is sold during the primary offering. There will not be a stockholder servicing fee, upfront selling commission or dealer manager fee with respect to Class I shares, Class F-I shares, Class A-I shares, Class A-II shares, and Class A-III shares. From time to time, the Company makes co-investments in commercial mortgage loans alongside Apollo affiliates. As of March 31, 2024, all of the Company's investments in commercial mortgage loans were pari-passu co-investments with Apollo affiliates. The Company may also offer Class E shares, which will only be available to certain of Apollo's affiliates and employees, in one or more private placements. These shares are not being offered to the public pursuant to the Offering and will not incur any upfront selling costs, ongoing servicing costs, management fee or performance participation allocation. On February 18, 2022, the Company was capitalized with a $0.2 million investment by Apollo ARIS Holdings LLC, an indirect wholly-owned subsidiary of Apollo, in exchange for 10,000 shares of Class I common stock. On November 11, 2022, 10,000 shares of Class I common stock held by Apollo ARIS Holdings LLC were exchanged for 10,000 shares of Class F-I common stock. Apollo ARIS Holdings LLC has elected to reinvest the dividends declared on its shares, which has corresponded to the issuance of 115 additional Class F-I shares in lieu of cash for the dividends paid during the three months ended March 31, 2024. On November 29, 2022, the Company and the Operating Partnership entered into a subscription agreement with an affiliate of Apollo to issue 5,000,000 Class A-I units of the Operating Partnership for the aggregate consideration of $100.0 million. In May 2023 such affiliate of Apollo elected to reinvest its dividends. In connection with such dividend reinvestment, the Company issued 56,702 Class A-I units of the Operating Partnership in lieu of cash for the dividends paid during the three months ended March 31, 2024. Due to Affiliates The following table details the Company's expenses that are due to its Adviser:
Organization and Offering Expenses The Adviser has advanced $7.9 million of organization and offering expenses (including legal, accounting, and other expenses attributable to the Company's organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) on behalf of the Company through March 31, 2024. The Adviser advanced the Company's organization and offering expenses on behalf of the Company through December 22, 2023, the first anniversary of the escrow break for the Offering. The Company will reimburse the Adviser for all such advanced costs ratably over a 60 month period beginning on December 22, 2024. General and Administrative Expenses The Adviser has agreed that it and/or its affiliates will advance certain general and administrative expenses on behalf of the Company through December 22, 2023, the first anniversary of the escrow break for the Offering. The Adviser has advanced $7.1 million of general and administrative expenses on the Company's behalf as of March 31, 2024. The Company will reimburse the Adviser for all such advanced costs ratably over a 60 month period beginning on December 22, 2024. Management Fee Payable The Adviser is entitled to a management fee equal to 1.25% of NAV per annum, payable monthly on Class S shares, Class D shares, and Class I shares. The Adviser will be paid a management fee equal to 1.0% of NAV per annum, payable monthly on Class F-S shares, Class F-D shares, Class F-I shares, and Class A-I shares. The Adviser will be paid a management fee equal to 1.0% of NAV for Class A-II shares per annum payable monthly; and provided that, for the period of April 1, 2023 through September 1, 2026, this management fee will be reduced to 0.92% of NAV for Class A-II shares per annum payable monthly. The Adviser will be paid a management fee equal to 1.0% of NAV for Class A-III shares per annum payable monthly; and provided that, for the period of April 1, 2023 through January 2, 2027, this management fee will be reduced to 0.85% of NAV for Class A-III shares per annum payable monthly. The management fee will be paid, at the Adviser's election, in cash, Class E shares, Class E units of the Operating Partnership or any combination thereof. During the three months ended March 31, 2024, the Company incurred $1.5 million of management fees. During the three months ended March 31, 2024, the Company issued 56,577 Class E shares and 12,885 Class E units to the Adviser as payment for its management fee. The shares and units issued to the Adviser for payment of the management fee were issued at the applicable NAV per share/unit at the end of each month for which the fee was earned, in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Adviser did not submit any repurchase requests for any shares or units of the Operating Partnership previously issued as payment for the management fee during the three months ended March 31, 2024. The Adviser has elected to reinvest the dividends declared on the shares and units of the Operating Partnership issued for its management fee. In connection with such dividend reinvestment, the Company issued (i) 1,621 Class E shares and (ii) 690 Class E units to the Adviser in lieu of cash for the dividends paid during the three months ended March 31, 2024. There were no dividends declared during the three months ended March 31, 2023. |
Economic Dependency |
3 Months Ended |
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Mar. 31, 2024 | |
Economic Dependency [Abstract] | |
Economic Dependency | Note 12 - Economic Dependency The Company will be dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company's shares of common stock, acquisition and disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates are unable or unwilling to provide such services, the Company would be required to find alternative service providers. The Company may retain third parties, including certain of the Adviser's affiliates, for necessary services relating to its investments or operations. |
Share Based Payments |
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Share-Based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share Based Payments | Note 13 - Share Based Payments The Company's board of directors approved the Apollo Realty Income Solutions, Inc. Amended and Restated 2022 Equity Incentive Plan (the "2022 Equity Incentive Plan"), pursuant to which, shares of the Company's common stock may be granted from time to time to directors and officers of the Company and employees of the Adviser. The 2022 Equity Incentive Plan allows for up to 10,000,000 shares of the Company's common stock to be issued. The following table summarizes the grants, vesting and forfeitures of restricted common stock during the three months ended March 31, 2024:
Restricted Stock Grants No shares were issued pursuant to the 2022 Equity Incentive Plan during the three months ended March 31, 2024. During the three months ended March 31, 2024, the Company recorded $25 thousand of restricted stock amortization as general and administrative expenses in the condensed consolidated statement of operations. There is no unrecognized compensation cost as of March 31, 2024. |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | Note 14 - Equity Authorized Capital The Company is authorized to issue preferred stock and ten classes of common stock consisting of Class S shares, Class D shares, Class I shares, Class F-S shares, Class F-D shares, Class F-I shares, Class A-I shares, Class A-II shares, Class A-III shares, and Class E shares. The differences among the classes of common stock relate to upfront selling commissions, dealer manager fees, and ongoing stockholder servicing fees, as well as varying management and performance participation allocations. See "Note 11 - Related Party Transactions" for additional information. As of March 31, 2024 and December 31, 2023, the Company had the following classes of common stock authorized, issued and outstanding:
Common Stock The following table details the movement in the Company's outstanding shares of common stock:
On January 3, 2024 (the "Exchange Date"), approximately 12,477,404 Class A-I shares were exchanged for 12,502,989 Class A-II shares at an exchange rate based on the NAV per share for the Company's Class A-I shares and the Company's total NAV per share as of the Exchange Date. Distributions The Company generally intends to distribute substantially all of its taxable income to its stockholders each year to comply with the REIT provisions of the Code, as amended. Taxable income does not necessarily equal net income calculated in accordance with GAAP. Each class of common stock receives the same gross distribution per share. The net distribution per share varies for each share class based on differing fee structures. Additionally net distributions will vary based on the applicable stockholder servicing fee, which is deducted from the monthly distribution per share and paid directly to the applicable distributor. The following table details the aggregate distributions declared for each applicable class of common stock:
There were no distributions for the three months ended March 31, 2023. Repurchases During the three months ended March 31, 2024 the Company repurchased 5,000 Class A-II shares and 2,476 Class F-I shares pursuant to the Company's share repurchase plan for an aggregate amount of $0.2 million. The Company had no unfulfilled repurchase requests as of March 31, 2024. Redeemable Non-Controlling Interest In connection with its management fee, the Adviser has elected to receive Class E units. See Note 11 - Related Party Transactions for additional information on the Advisers interest. In November 2023, the Limited Partnership Agreement was updated to enable the Adviser to redeem their Class E units for Class E shares or cash at its election. As of that date the Company has classified these Class E units as redeemable non-controlling interest in mezzanine equity on the Company's consolidated balance sheet. The redeemable non-controlling interest is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and dividends, or the redemption value, which is equivalent to fair value, of such Operating Partnership units at the end of each measurement period. The following table details the redeemable non-controlling interest activity related to the Adviser for the three months ended March 31, 2024 ($ in thousands):
As of March 31, 2024 the carrying value of the redeemable non-controlling interest approximated the fair value. Non-Controlling Interests - Operating Partnership Unitholders Operating Partnership units are subject to the same fees as the corresponding classes of common stock and do not have any preferential rights relative to the Company's interest in the Operating Partnership. On December 22, 2022, the Company issued 5,000,000 Class A-I units of the Operating Partnership to an affiliate of Apollo for the aggregate consideration of $100.0 million in a private placement. During the three months ended March 31, 2024, the Company issued 12,885 Class E units to the Adviser for the management fee earned on the Operating Partnership units issued to an affiliate of Apollo, mentioned above. During the three months ended March 31, 2024, the Company issued 26,977 Class E units to the Special Limited Partner for performance participation allocation earned in 2023. Currently all Operating Partnership unitholders have elected to reinvest their dividends. In connection with such dividend reinvestment, the Company issued 56,702 Class A-I and 942 Class E units of the Operating Partnership in lieu of cash for the dividends paid during the three months ended March 31, 2024. Non-Controlling Interests Attributable to Preferred Shareholders A subsidiary of the Company intends to elect to be taxed as a REIT for U.S. federal income tax purposes. This subsidiary has issued preferred non-voting shares to be held by investors to ensure compliance with the Code requirement that REITs have at least 100 shareholders. The preferred shares have a face amount of $1,000 and carry a 12.0% annual dividend payable annually. As of March 31, 2024, this subsidiary had $125,000 of preferred non-voting shares outstanding. |
Earnings Per Share |
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Earnings Per Share | Note 15 - Earnings per Share The Company's net income (loss) and weighted average number of shares outstanding for the three months ended March 31, 2024, and the three months ended March 31, 2023, consists of the following (in thousands except per share information):
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Commitments and Contingencies |
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Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 - Commitments and Contingencies From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2024 and December 31, 2023, the Company was not subject to any material litigation nor is the Company aware of any material litigation threatened against it. As of March 31, 2024, the Company had $246.1 million of unfunded commitments related to its investments in real estate debt. The timing and amounts of fundings are uncertain as these commitments relate to loans for construction costs, capital expenditures, leasing costs, interest and carry costs, among others. As such, the timing and amounts of future fundings depend on the progress and performance of the underlying assets of the Company's investments in real estate debt. |
Segment Reporting |
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Segment Reporting | Note 17 - Segment Reporting The Company operates in two reportable segments: Real Estate and Real Estate Debt. The Company allocates resources and evaluates results based off of the performance of each segment individually. The Company believes that Segment Net Operating Income is the key performance metric that captures the unique operating characteristics of each segment. The following table sets forth the total assets by segment as of March 31, 2024 and December 31, 2023 ($ in thousands):
The following table sets forth the financial results by segment for the three months ended March 31, 2024 ($ in thousands):
The following table sets forth the financial results by segment for the three months ended March 31, 2023 ($ in thousands):
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Subsequent Events |
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Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18 - Subsequent Events Subsequent to the three months ended March 31, 2024, the following events took place: Investment Activity: The Company funded approximately $19.5 million for previously closed commercial mortgage loans. Financing Activity: The Company drew approximately $35.0 million pursuant to the JPMorgan Repurchase Agreement. Equity Activity: The Company issued Class F-I shares to clients of a certain financial intermediary in excess of $100.0 million, the minimum Class A-I subscription requirement. On April 2, 2024 (the "Second Exchange Date"), the Company exchanged approximately 5,225,608 Class F-I shares for approximately 5,155,772 Class A-I shares at an exchange rate based on the NAV per share for its Class F-I shares and Class A-I shares as of the Second Exchange Date. |
Summary of Significant Accounting Policies (Policies) |
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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") and include the accounts of the Company and the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation. These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company's financial position, results of operations and cash flows have been included. The Company's results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full year or any other future period. |
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Principles of Consolidation | Principles of Consolidation The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all variable interest entities ("VIEs") of which it is considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as the primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE's economic performance, and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be 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 entities such as purchases, dispositions, financings, budgets, and overall operating plans. The accompanying condensed consolidated financial statements include the accounts of the Company and the Company's subsidiary partnerships. Third party unitholders of Operating Partnership's share of the assets, liabilities and operations of the Operating Partnership is included in non-controlling interest as equity of the Company. The noncontrolling interest is generally computed based on third party unit-holders ownership percentage. Non-controlling interests in the Operating Partnership represent Operating Partnership units that are held by third parties, including the Adviser,and Operating Partnership units issued to the Adviser under an advisory agreement by and among the Company, the Operating Partnership and the Adviser (as amended, restated or otherwise modified from time to time, the "Advisory Agreement"). Operating Partnership units may be redeemed for cash, or at the Company's option, for shares of common stock of the Company on a one-for-one basis, unless those units are held by the Adviser or Special Limited Partner, in which case such Operating Partnership units shall be redeemed for shares of common stock of the Company or cash, at the holder's election. Since the number of shares of common stock outstanding is equal to the number of Operating Partnership units owned by the Company, the redemption value of each common unit of the Operating Partnership is equal to the market value of each share of common stock and distributions paid to each unitholder is equivalent to dividends paid to common stockholders, per respective share class. |
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Cash and Cash Equivalents | 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. As of March 31, 2024 and December 31, 2023, the Company held $46.5 million and $95.2 million of cash and cash equivalents, respectively. |
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Restricted Cash | Restricted Cash Restricted cash represents cash held in a deposit account controlled by a third party. As of March 31, 2024, the Company held $11 thousand in restricted cash. The Company did not have any restricted cash as of December 31, 2023. |
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Fair Value Measurements | Fair Value Measurements Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company uses a hierarchical framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment, and the state of the marketplace, including the existence and transparency of transactions between market participants. Investments with readily available actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy: Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments. Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date. Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. As of March 31, 2024, the Company's investments in real estate debt consisted of commercial mortgage loans secured by real estate assets and real estate-related securities. The Company has elected the fair value option ("FVO") for investments in commercial mortgage loans secured by real estate assets as the Company believes fair value provides a more accurate depiction of the value of these assets. During the three months ended March 31, 2024, real-estate related securities met the criteria to be classified as trading securities under ASC 320, "Investments". The Company generally determines the fair value of its investments in real estate debt by utilizing third-party pricing service providers whenever available. The Company's investments in commercial mortgage loans are unlikely to have readily available market quotations. In such cases, the Company will generally determine the initial value based on the acquisition price of such investment if acquired by the Company or the par value of such investment if originated by the Company. Following the initial measurement, the Company will determine fair value by utilizing or reviewing certain of the following (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) local or macro real estate performance, (v) capital market conditions, (vi) debt yield or loan-to-value ratios, and (vii) borrower financial condition and performance. The inputs used in determining the fair value of the Company's investments in commercial mortgage loans are considered Level 3. The fair value of real estate-related securities may be determined by using third-party pricing service providers or broker-dealer quotes, reported trades or valuation estimates from their internal pricing models to determine the reported price. The inputs used in determining the fair value of the Company's investments in real estate-related securities are considered Level 2. The following table details the Company's assets measured at fair value on a recurring basis ($ in thousands):
The following table details the Company's assets measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):
The following table contains the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):
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Investment Property and Lease Intangibles | Investment Property and Lease Intangibles Acquisitions of properties are accounted for utilizing the acquisition method and, accordingly, the operations of acquired properties will be included in the Company's results of operations from their respective dates of acquisition. The Company will utilize a report from an independent appraiser to record the purchase of identifiable assets acquired and liabilities assumed such as land, buildings and improvements, equipment and identifiable intangible assets and liabilities such as amounts related to in-place leases, acquired above- and below-market leases, tenant relationships, asset retirement obligations and mortgage loans payable. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. The Company also considers an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. The estimated fair value of acquired in-place leases is the costs the Company would have incurred to lease the properties to the occupancy level of the properties at the date of acquisition. Such estimates include the fair value of leasing commissions, legal costs, and other direct costs that would be incurred to lease the properties to such occupancy levels. Additionally, the Company evaluates the time period over which such occupancy levels would be achieved. Such evaluation includes an estimate of the net market-based rental revenues and net operating costs (primarily consisting of real estate taxes, insurance and utilities) that would be incurred during the lease-up period. Acquired in-place leases as of the date of acquisition are amortized over the remaining lease terms. The amortization of in-place lease intangibles is recorded in depreciation and amortization expense on the Company’s condensed consolidated statements of operations. Acquired above- and below-market lease values are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the in-place leases and the Company's estimate of fair market value lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental revenue over the remaining terms of the respective leases, which include periods covered by bargain renewal options, if applicable. Should a tenant terminate its lease, the unamortized portion of the in-place lease value will be charged to amortization expense and the unamortized portion of out-of-market lease value will be charged to rental revenue. The Company's investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
Significant improvements to properties are capitalized, whereas, repairs and maintenance expenses at the Company's properties are expensed as incurred and included in real estate operating expense on the Company’s condensed consolidated statements of operations. When an asset is sold, the cost and related accumulated depreciation are removed from the accounts with the resulting gain or loss reflected in the Company's results of operations for the period. Real estate assets will be evaluated for impairment on a quarterly basis. The Company will consider 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 asset is considered impaired when the sum of estimated future undiscounted cash flows to be generated by the real estate asset over the estimated remaining holding period is less than the carrying value of such real estate asset. An impairment charge is recorded equal to the excess of the carrying value of the real estate asset over the fair value. When determining the fair value of a real estate asset, 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 March 31, 2024, the Company had not recorded any impairments on its investments in real estate. |
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Investments in Real Estate Debt | Investments in Real Estate Debt The Company's investments in real estate debt consist of commercial mortgage loans secured by real estate and real estate-related securities. The Company has elected the FVO for its commercial mortgage loans secured by real estate. During the three months ended March 31, 2024, real-estate related securities met the criteria to be classified as trading securities under ASC 320, "Investments". The unrealized gain or loss associated with holding real estate debt investments at fair value are recorded as a component of income from investments in real estate debt on the Company's condensed consolidated statement of operations. For the three months ended March 31, 2024 the Company recorded $0.2 million of unrealized gain on its investments in real estate debt. Interest income from the Company’s investments in real estate debt is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis. Recognition of premiums and discounts associated with these investments is deferred and recorded over the term of the investment as an adjustment to yield. Upfront costs and fees related to items for which the FVO is elected are recognized in earnings as incurred and are not deferred. Interest income, upfront costs and fees are recorded as components of income from investments in real estate debt on the Company’s condensed consolidated statements of operations. |
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Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with financings are capitalized and amortized over the respective financing terms and are reflected on the accompanying condensed consolidated statement of operations as a component of interest expense. |
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Revenue Recognition | Revenue Recognition The Company's rental revenue consists of base rent and tenant reimbursement income arising from tenant leases at the Company's properties under operating leases. Base rent is recognized on a straight-line basis over the life of the lease, including any rent step ups or abatements. The Company accounts for base rental revenue (lease component) and common area expense reimbursement (non-lease component) as one lease component under Accounting Standards Codification ("ASC") 842, "Leases". Additionally, the Company also includes the non-components of its leases, such as the reimbursement of utilities, insurance and real estate taxes, within this lease component. The Company evaluates the collectability of receivables related to rental revenue on an individual lease basis. Management 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. Tenant receivables that are deemed uncollectible are recognized as a reduction to rental revenue. However any future cash receipt on leases that are deemed uncollectible will be recorded as income on a cash basis. Commercial mortgage loans that are significantly past due may be placed on non-accrual status if we determine it is probable that we will not collect all payments which are contractually due. When a loan is placed on non-accrual status, interest is only recorded as interest income when it is received. A loan may be placed back on accrual status if we determine it is probable that we will collect all payments which are contractually due. |
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Income Taxes | Income Taxes The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Code commencing with its taxable year ended December 31, 2023. 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 its taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S. federal income and excise taxes on its undistributed income. |
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Earnings per Share of Common Stock | Earnings per Share of Common Stock Basic earnings per share of common stock is computed by dividing net income or loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income or loss for the period by the weighted average number of shares of common stock and common stock equivalents outstanding (unless their effect is anti-dilutive) for the period. As there were no common stock equivalents outstanding during the three months ended March 31, 2024 and 2023, the calculation of basic and diluted earnings per share are equal. |
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Organization and Offering Expenses | Organization and Offering Expenses The Adviser has agreed that it and/or its affiliates will advance organization and offering expenses on behalf of the Company (including legal, accounting, and other expenses attributable to the Company's organization, but excluding upfront selling commissions, dealer manager fees and stockholder servicing fees) through December 22, 2023, the first anniversary of the escrow break for the Offering. The Company will reimburse the Adviser and its affiliates for all such advanced expenses ratably over a 60-month period beginning on December 22, 2024. Organization costs are expensed as incurred and recorded as expenses on the Company's condensed consolidated statement of operations and offering costs are charged to equity as such amounts are incurred. As of March 31, 2024 and December 31, 2023, the Adviser and its affiliates had incurred organization and offering costs on the Company's behalf of $7.9 million, consisting of offering costs of $6.4 million and organization costs of $1.5 million. Such costs became the Company's liability on December 22, 2022, the date on which the proceeds from the Offering were released from escrow. These organization and offering costs are recorded as a component of due to affiliates on the Company's condensed consolidated balance sheet. Apollo Global Securities, LLC (the "Dealer Manager"), a registered broker-dealer affiliated with the Adviser, serves as the dealer manager for the Offering. The Dealer Manager is entitled to receive selling commissions and dealer manager fees based on the transaction price of each applicable class of shares sold in the primary offering. The Dealer Manager is also entitled to receive a stockholder servicing fee based on the aggregate NAV of the Company’s outstanding Class S shares, Class D shares, Class F-S shares and Class F-D shares. The following table details the selling commissions, dealer manager fees, and stockholder servicing fees for each applicable share class as of March 31, 2024:
For Class S shares and Class F-S shares sold in the primary offering, investors will pay upfront selling commissions of up to 3% and dealer manager fees of up to 0.5% of the transaction price; however, such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. For Class D shares and Class F-D shares sold in the primary offering, investors will pay upfront selling commissions of up to 1.5% of the transaction price. The Dealer Manager, as the dealer manager for the Offering, is entitled to receive stockholder servicing fees of 0.85% per annum of the aggregate NAV for Class S shares and Class F-S shares. For Class D shares and Class F-D shares, a charge of 0.25% per annum of the aggregate NAV will be charged for stockholder servicing fees. The Dealer Manager has entered into agreements with selected dealers that agree to distribute the Company's shares in the Offering, which will provide, among other things, for the reallowance of the full amount of the selling commissions and stockholder servicing fees to such selected dealers. The Company will cease paying the stockholder servicing fee with respect to any Class S share, Class D share, Class F-S share, or Class F-D share held in a stockholder's account at the end of the month in which the total selling commissions, dealer manager fees and stockholder servicing fees paid with respect to such shares would exceed, in the aggregate, 8.75% of the gross proceeds from the sale of such share. There will not be a stockholder servicing fee, upfront selling commission or dealer manager fee with respect to Class I shares, Class F-I shares, Class A-I shares, Class A-II shares, and Class A-III shares. The Company will accrue the cost of the stockholder servicing fee as an offering cost at the time of each Class S share, Class D share, Class F-S share, and Class F-D share is sold during the primary offering. As of March 31, 2024, the Company had not sold any of those share classes and as such has not accrued for any stockholder servicing fees. |
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Share Based Payments | Share Based Payments The Company accounts for share-based compensation to its independent directors, to the Adviser and to employees of the Adviser and its affiliates using the fair value-based methodology prescribed by GAAP. Compensation cost related to restricted common stock issued is measured at its fair value at the grant date and amortized into expense over the vesting period on a straight-line basis. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" ("ASU 2023-07"). ASU 2023-07 intends to improve reportable segment disclosure requirements, enhance interim disclosure requirements and provide new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods with fiscal years beginning after December 15, 2024. ASU 2023-07 is to be adopted retrospectively to all prior periods presented. The Company is currently assessing the impact this guidance will have on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 intends to improve the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently assessing the impact of this guidance, however, it does not expect a material impact to its consolidated financial statements. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Assets Measured at Fair Value on a Recurring Basis | The following table details the Company's assets measured at fair value on a recurring basis ($ in thousands):
The following table details the Company's assets measured at fair value on a recurring basis using Level 3 inputs ($ in thousands):
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Summary of Quantitative Inputs and Assumptions Used for items Categorized in Level 3 of Fair Value Hierarchy | The following table contains the quantitative inputs and assumptions used for items categorized in Level 3 of the fair value hierarchy ($ in thousands):
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Summary of Investments in Real estate Stated at Cost and Generally Depreciated on Straight-Line Basis over Estimated Useful Lives of Assets | The Company's investments in real estate are stated at cost and are generally depreciated on a straight-line basis over the estimated useful lives of the assets as follows:
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Summary of Selling Commissions, Dealer Manager Fees, and Stockholder Servicing Fees for each Applicable Share Class | The following table details the selling commissions, dealer manager fees, and stockholder servicing fees for each applicable share class as of March 31, 2024:
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Investments in Real Estate (Tables) |
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Summary of Investments in Real Estate, Net | Investments in real estate, net consisted of the following ($ in thousands):
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Investments in Real Estate Debt (Tables) |
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Real Estate Investments, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Companys Investments in Real Estate Debt | The following table details the Company's investments in real estate debt as of March 31, 2024 ($ in thousands):
____________ (1) Based on applicable benchmark rates as of March 31, 2024. (2)
Weighted average maturity date is based on fully extended maturity. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Mortgage Loans on Real Estate | The table below details the type of properties securing the loans in the Company's portfolio at the dates indicated ($ in thousands):
(1) Other property types represents productions studio.
The table below details the geographic distribution of the properties securing the loans in the Company's portfolio at the dates indicated ($ in thousands):
|
Other Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Components of Other Assets | The following table details the components of the Company's other assets at the dates indicated ($ in thousands):
|
Intangibles (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Gross Carrying Amount and Accumulated Amortization | The gross carrying amount and accumulated amortization of the Company's intangible assets consisted of the following as of the dates indicated ($ in thousands):
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Summary of Estimated Future Amortization | The estimated future amortization on the Company's intangibles for each of the next five years and thereafter as of March 31, 2024, is as follows ($ in thousands):
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Leases (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Fixed and Variable Components of Company's Operating Leases | The following table summarizes the fixed and variable components of the Company's operating leases ($ in thousands):
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Summary of Undiscounted Future Minimum Rents Company Expects to Receive for its Industrial Property | The following table presents the undiscounted future minimum rents the Company expects to receive for its industrial and retail properties as of March 31, 2024 ($ in thousands):
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Other Liabilities (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shedule Of Company's Other Liabilities | The following table details the components of the Company's other liabilities at the date indicated ($ in thousands):
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Related Party Transactions (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Expenses | The following table details the Company's expenses that are due to its Adviser:
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Share Based Payments (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Grants, Vesting and Forfeitures of Restricted Common Stock | The following table summarizes the grants, vesting and forfeitures of restricted common stock during the three months ended March 31, 2024:
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Equity (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Company's Authorized, Issued and Outstanding Shares | As of March 31, 2024 and December 31, 2023, the Company had the following classes of common stock authorized, issued and outstanding:
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Schedule of Movement In The Company's Outstanding Shares of Common Stock | The following table details the movement in the Company's outstanding shares of common stock:
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Schedule of Aggregate Distributions Declared For Each Applicable Class of Common Stock | The following table details the aggregate distributions declared for each applicable class of common stock:
There were no distributions for the three months ended March 31, 2023. |
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Redeemable Non-controlling Interest Activity Related to Adviser | The following table details the redeemable non-controlling interest activity related to the Adviser for the three months ended March 31, 2024 ($ in thousands):
|
Segment Reporting (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Total Assets and Financial Results by Segment | The following table sets forth the total assets by segment as of March 31, 2024 and December 31, 2023 ($ in thousands):
The following table sets forth the financial results by segment for the three months ended March 31, 2024 ($ in thousands):
The following table sets forth the financial results by segment for the three months ended March 31, 2023 ($ in thousands):
|
Organization and Business Purpose - Additional Information (Details) |
3 Months Ended | |
---|---|---|
Mar. 31, 2024
Segments
shares
|
Dec. 31, 2023
shares
|
|
Subsidiary, Sale of Stock [Line Items] | ||
Offering of common stock shares | 1,100,000,000 | 1,100,000,000 |
Taxable income distributed to qualify as REIT | 90.00% | |
Number of reportable segments in which the company operates | Segments | 2 | |
Maximum | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering of common stock shares | 5,000,000,000 | |
Maximum | IPO | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering of common stock shares | 4,000,000,000 | |
Maximum | Distribution Reinvestment Plan | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering of common stock shares | 1,000,000,000 |
Summary of Significant Accounting Policies - Summary of Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Assets: | ||
Investments in real estate debt | $ 474,240 | $ 328,189 |
Fair Value, Recurring | Commercial Real Estate Loans | ||
Assets: | ||
Investments in real estate debt | 474,240 | 328,189 |
Total | 474,240 | 328,189 |
Fair Value, Recurring | Level 2 | Commercial Real Estate Loans | ||
Assets: | ||
Investments in real estate debt | 24,329 | 25,321 |
Total | 24,329 | 25,321 |
Fair Value, Recurring | Level 3 | Commercial Real Estate Loans | ||
Assets: | ||
Investments in real estate debt | 449,911 | 302,868 |
Total | $ 449,911 | $ 302,868 |
Summary of Significant Accounting Policies - Summary of Assets Measured at Fair Value on a Recurring Basis Using Level 3 Input (Details) $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2024
USD ($)
| |
Assets: | |
Amortization of discount/premium | $ (67) |
Fair Value, Recurring [Member] | Commercial Real Estate Loans | |
Assets: | |
Beginning Balance | 328,189 |
Ending Balance | 474,240 |
Fair Value, Recurring [Member] | Level 3 | Commercial Real Estate Loans | |
Assets: | |
Beginning Balance | 302,868 |
Ending Balance | 449,911 |
Fair Value, Recurring [Member] | Level 3 | Investments In Real Estates Debt | |
Assets: | |
Beginning Balance | 302,868 |
Originations, acquisitions, and add on fundings | 147,043 |
Amortization of discount/premium | 67 |
Unrealized gain/(loss) from investments in real estate debt | (67) |
Ending Balance | $ 449,911 |
Summary of Quantitative Inputs and Assumptions Used for items Categorized in Level 3 of Fair Value Hierarchy (Details) - Discounted Cash Flow - Investments in Real Estate Debt - Level 3 - Discount Rate $ in Thousands |
Mar. 31, 2024
USD ($)
|
Dec. 31, 2023
USD ($)
|
---|---|---|
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative Investment | $ 449,911 | $ 302,868 |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rate Range | 8 | 8.41 |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Rate Range | 12.75 | 10 |
Summary of Significant Accounting Policies - Summary of Investments in Real Estate Stated at Cost and Generally Depreciated on Straight-Line Basis over Estimated Useful Lives of Assets (Details) |
3 Months Ended |
---|---|
Mar. 31, 2024 | |
Buildings | Maximum | |
Real Estate Properties [Line Items] | |
Depreciable Life | 50 years |
Buildings | Minimum | |
Real Estate Properties [Line Items] | |
Depreciable Life | 39 years |
Buildings and land Improvements | Maximum | |
Real Estate Properties [Line Items] | |
Depreciable Life | 15 years |
Buildings and land Improvements | Minimum | |
Real Estate Properties [Line Items] | |
Depreciable Life | 10 years |
Lease intangibles and Leasehold Improvements | |
Real Estate Properties [Line Items] | |
Lease term, Depreciable Life | Lease term |
Summary of Significant Accounting Policies - Summary of Selling Commissions, Dealer Manager Fees, and Stockholder Servicing Fees for each Applicable Share Class (Details) |
Mar. 31, 2024 |
---|---|
Common Class S [Member] | |
Stockholder servicing fee (Percentage of NAV) | 0.85% |
Common Class S [Member] | Maximum | |
Selling commissions and dealer manager fees (% of transaction price) | 3.50% |
Common Class D [Member] | |
Stockholder servicing fee (Percentage of NAV) | 0.25% |
Common Class D [Member] | Maximum | |
Selling commissions and dealer manager fees (% of transaction price) | 1.50% |
Common Class F-S [Member] | |
Stockholder servicing fee (Percentage of NAV) | 0.85% |
Common Class F-S [Member] | Maximum | |
Selling commissions and dealer manager fees (% of transaction price) | 3.50% |
Common Class F-D [Member] | |
Stockholder servicing fee (Percentage of NAV) | 0.25% |
Common Class F-D [Member] | Maximum | |
Selling commissions and dealer manager fees (% of transaction price) | 1.50% |
Investments in Real Estate - Summary of Investments in Real Estate, Net (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Real Estate Investments, Net [Abstract] | ||
Building and building improvements | $ 132,792 | $ 132,792 |
Land and land improvements | 22,707 | 22,707 |
Tenant improvements | 621 | 621 |
Total | 156,120 | 156,120 |
Accumulated depreciation | (2,506) | (1,607) |
Investment in real estate, net | $ 153,614 | $ 154,513 |
Investments in Real Estate - Additional Information (Details) |
3 Months Ended | 12 Months Ended |
---|---|---|
Mar. 31, 2024
USD ($)
Property
|
Dec. 31, 2023
USD ($)
|
|
Real Estate Properties [Line Items] | ||
Number of properties acquired | Property | 0 | |
Amortization period for intangibles of property | 13 years | |
Impairment on real estate investments | $ | $ 0 | $ 0 |
Investments in Real Estate Debt (Additional Information) (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Real Estate [Line Items] | ||
Unrealized gain (loss) on investments | $ 200,000 | $ 0 |
Minimum | ||
Real Estate [Line Items] | ||
Real estate related securities maturity period | 10 years |
Other Assets - Summary of Components of Other Assets (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Total | $ 31,563 | $ 31,764 |
Real Estate Intangibles, Net | ||
Total | 25,172 | 25,734 |
Straight-Line Rent Receivable | ||
Total | 1,812 | 1,425 |
Interest Receivable | ||
Total | 2,794 | 1,727 |
Deferred Financing Costs, Net | ||
Total | 853 | 1,057 |
Other | ||
Total | $ 932 | $ 1,821 |
Intangibles - Summary of Gross Carrying Amount and Accumulated Amortization (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | $ 26,688 | $ 26,688 |
Total real estate intangible assets, net | 25,172 | 25,734 |
Intangible liabilities gross | (10,855) | (10,855) |
Total real estate intangible liabilities, net | (10,432) | (10,629) |
In-Place Lease Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 26,363 | 26,363 |
Accumulated amortization | (1,492) | (937) |
Total real estate intangible assets, net | 24,871 | |
Above-Market Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets gross | 325 | 325 |
Accumulated amortization | (24) | (17) |
Total real estate intangible assets, net | 301 | |
Below-Market Lease Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total real estate intangible assets, net | (10,432) | |
Intangible liabilities gross | (10,855) | (10,855) |
Accumulated amortization | $ 423 | $ 226 |
Intangibles - Summary of Estimated Future Amortization (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Finite-Lived Intangible Assets [Line Items] | ||
Total real estate intangible assets, net | $ 25,172 | $ 25,734 |
Above-Market Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining) | 22 | |
2025 | 29 | |
2026 | 29 | |
2027 | 29 | |
2028 | 29 | |
Thereafter | 163 | |
Total real estate intangible assets, net | 301 | |
In-Place Lease Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining) | 1,599 | |
2025 | 2,126 | |
2026 | 2,126 | |
2027 | 2,126 | |
2028 | 2,093 | |
Thereafter | 14,801 | |
Total real estate intangible assets, net | 24,871 | |
Below-Market Intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining) | (578) | |
2025 | (775) | |
2026 | (775) | |
2027 | (775) | |
2028 | (756) | |
Thereafter | (6,773) | |
Total real estate intangible assets, net | $ (10,432) |
Leases - Summary of Fixed and Variable Components of Company's Operating Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Leases [Abstract] | ||
Fixed lease payments | $ 3,070 | $ 904 |
Variable lease payments | 403 | 91 |
Lease Revenue | $ 3,473 | $ 995 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Rental Revenue | Rental Revenue |
Above- and below-market lease amortization | $ 190 | $ (2) |
Rental Revenue | $ 3,663 | $ 993 |
Leases - Summary of Undiscounted Future Minimum Rents Company Expects to Receive for its Industrial Property (Details) $ in Thousands |
Mar. 31, 2024
USD ($)
|
---|---|
Leases [Abstract] | |
2024 | $ 8,117 |
2025 | 10,951 |
2026 | 11,214 |
2027 | 11,531 |
2028 | 11,802 |
Thereafter | 84,314 |
Total | $ 137,929 |
Mortgage Notes - Additional Information (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
Dec. 31, 2023 |
|
Debt Disclosure [Abstract] | |||
Non-amortizing, mortgage loan | $ 36,000,000 | $ 36,000,000 | |
Unamortized deferred financing costs | $ 400,000 | $ 500,000 | |
Mortgage loan, fixed interest rate | 6.05% | ||
Mortgage loan, term | five year | ||
Mortgage loan, maturity date | November 2028 | ||
Repayments on mortgage loan | $ 0 | ||
Deferred financing cost amortization | $ 21,000 | $ 0 |
Secured Financings on Investments in Real Estate Debt - Additional Information (Details) - Master Repurchase Agreement - USD ($) |
1 Months Ended | 3 Months Ended |
---|---|---|
Oct. 31, 2023 |
Mar. 31, 2024 |
|
Assets Sold under Agreements to Repurchase [Line Items] | ||
Aggregate purchase price under repurchase agreement | $ 250,000,000 | |
Repurchase agreement term | 3 years | |
Repurchase agreement term extension options | two one-year extension options | |
Outstanding borrowings under repurchase agreement | $ 0 | |
Cost incurred under repurchase agreement | $ 1,200,000 | |
Amortization under repurchase agreement | $ 300,000 |
Other Liabilities - Summary of Company's Other Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Other Liabilities [Abstract] | ||
Below market lease intangibles, net | $ 10,432 | $ 10,629 |
Dividends Payable | 2,846 | 1,900 |
Accounts payable and accrued expenses | 2,935 | 1,816 |
Real estate taxes payable | 285 | 61 |
Total | $ 16,498 | $ 14,406 |
Related Party Transactions - Summary of Expenses (Details) - USD ($) $ in Thousands |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|
Related Party Transaction [Line Items] | ||
Other Liabilities | $ 16,498 | $ 14,406 |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Other liabilities | 15,713 | 15,831 |
Organization and Offering | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Other Liabilities | 7,900 | |
Other liabilities | 7,917 | 7,906 |
General and Administrative | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Other Liabilities | 7,100 | |
Other liabilities | 7,064 | 6,895 |
Management Fee Payable | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Other liabilities | 529 | 468 |
Accrued Performance Participation Allocation | Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Other liabilities | $ 203 | $ 562 |
Share Based Payments - Summary of Grants, Vesting and Forfeitures of Restricted Common Stock (Details) - Restricted Stock $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2024
USD ($)
shares
| |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding, beginning balance (in shares) | shares | 4,948 |
Outstanding, ending balance (in shares) | shares | 4,948 |
Grant Date Fair Value, beginning balance | $ | $ 100 |
Grant Date Fair Value, ending balance | $ | $ 100 |
Equity - Redeemable Non-controlling Interest Activity Related to Adviser (Details) - Adviser $ in Thousands |
3 Months Ended |
---|---|
Mar. 31, 2024
USD ($)
| |
Redeemable Noncontrolling Interest [Line Items] | |
Beginning balance | $ 967 |
Settlement of management fees | 269 |
Settlement of performance participation allocation | 562 |
GAAP income allocation | 31 |
Distributions | (25) |
Reinvestment of distributions | 20 |
Ending balance | $ 1,824 |
Earnings Per Share - Schedule of Net Income (Loss) and Weighted Average Number of Shares Outstanding (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2024 |
Mar. 31, 2023 |
|
Numerator: | ||
Net income (loss) attributable to ARIS stockholders | $ 7,939 | $ 335 |
Denominator: | ||
Weighted-average shares of common stock outstanding, basic | 24,902,305 | 3,248,791 |
Weighted-average shares of common stock outstanding, diluted | 24,902,305 | 3,248,791 |
Net income (loss) per share of common stock, basic | $ 0.32 | $ 0.1 |
Net income (loss) per share of common stock, diluted | $ 0.32 | $ 0.1 |
Commitments and Contingencies - Additional Information (Details) $ in Millions |
Mar. 31, 2024
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
Unfunded commitments related to investments | $ 246.1 |
Segment Reporting - Additional Information (Details) |
3 Months Ended |
---|---|
Mar. 31, 2024
Segments
| |
Segment Reporting [Abstract] | |
Number of reportable segments in which the company operates | 2 |
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands |
Apr. 02, 2024 |
Apr. 01, 2024 |
Jan. 03, 2024 |
Mar. 31, 2024 |
Dec. 31, 2023 |
---|---|---|---|---|---|
Subsequent Event [Line Items] | |||||
Shares issued, Amount | $ 264 | $ 220 | |||
Common Stock - Class A-I Shares | |||||
Subsequent Event [Line Items] | |||||
Number of shares exchanged | 12,477,404 | ||||
Subsequent Event | Common stock - Class F-I Shares | |||||
Subsequent Event [Line Items] | |||||
Shares issued, Amount | $ 100,000 | ||||
Number of shares exchanged | 5,225,608 | ||||
Subsequent Event | Common Stock - Class A-I Shares | |||||
Subsequent Event [Line Items] | |||||
Number of shares exchanged | 5,155,772 | ||||
Subsequent Event | J P Morgan Repurchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from debt | $ 35,000 |
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