Item 8.01 Other events.
Ares Industrial Real Estate Income Trust Inc. (referred to herein as the "Company," "we," "our," or "us") is filing this Current Report on Form 8-K in order to disclose the most recent transaction price and net asset value ("NAV") per share, as determined in accordance with the Company's valuation procedures, for each of its classes of common stock and to provide an update on our assets.
Last Transaction Price and Net Asset Value per Share
The transaction price for each share class of our common stock for subscriptions to be accepted as ofJune 1, 2022 (and distribution reinvestment plan issuances following the close of business onMay 31, 2022 and share redemptions as ofMay 31, 2022 ) is as follows: Transaction Price Share Class (per share) Class T $ 15.0822 Class D $ 15.0822 Class I $ 15.0822 The transaction price for each of our share classes is equal to such class's net asset value ("NAV") per share as ofApril 30, 2022 . A calculation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.
Our board of directors, including a majority of our independent directors, has adopted valuation procedures, as amended from time to time, that contain a comprehensive set of methodologies to be used in connection with the calculation of our NAV. Our most recent NAV per share for each share class, which is updated as of the last calendar day of each month, is posted on our website at www.blackcreekgroup.com/investment-solutions/AIREIT and is also available on our toll-free, automated telephone line at (888) 310-9352. With the approval of our board of directors, including a majority of our independent directors, we have engagedAltus Group U.S. Inc. , a third-party valuation firm, to serve as our independent valuation advisor ("Altus Group " or the "Independent Valuation Advisor") with respect to providing monthly real property appraisals, reviewing annual third-party real property appraisals, reviewing the internal valuations of debt-related assets and liabilities performed byBCI IV Advisors LLC for periods prior toJuly 1, 2021 andAres Commercial Real Estate Management LLC for periods thereafter (the "Advisor"), helping us administer the valuation and review process for the real properties in our portfolio, and assisting in the development and review of our valuation procedures. As part of this process, our Advisor reviews the estimates of the values of our real property portfolio, real estate-related assets, and other assets and liabilities within our portfolio for consistency with our valuation guidelines and the overall reasonableness of the valuation conclusions, and informs our board of directors of its conclusions. Although third-party appraisal firms, the Independent Valuation Advisor, or other pricing sources may consider any comments received from us or our Advisor or other valuation sources for their individual valuations, the final estimated fair values of our real properties are determined by the Independent Valuation Advisor and the final estimates of fair values of our real estate-related assets, our other assets, and our liabilities are determined by the applicable pricing source (which may, in certain instances be our Advisor or an affiliate of Ares), subject to the oversight of our board of directors. With respect to the valuation of our real properties, the Independent Valuation Advisor provides our board of directors with periodic valuation reports and is available to meet with our board of directors to review valuation information, as well as our valuation guidelines and the operation and results of the valuation and review process generally. Excluding real properties that are bought or sold during a given calendar year, unconsolidated real properties held through joint ventures or partnerships are valued by a third-party appraiser at least once per calendar year. For valuations during interim periods, either the Advisor will determine the estimated fair value of the real properties owned by unconsolidated affiliates or we will utilize interim valuations determined pursuant to valuation policies and procedures for such joint ventures or partnerships. All parties engaged by us in connection with our valuation procedures, including the Independent Valuation Advisor,ALPS Fund Services Inc. ("ALPS"), and our Advisor, are subject to the oversight of our board of directors. Our board of directors has the right to engage additional valuation firms and pricing sources to review the valuation process or valuations, if deemed appropriate. At least once each calendar year our board of directors, including a majority of our independent directors, reviews the appropriateness of our valuation procedures with input from the Independent Valuation Advisor. From time to time our board of directors, including a majority of our independent directors, may adopt changes to the valuation procedures if it: (1) determines that such changes are likely to result in a more accurate reflection of NAV or a more efficient or less 2 costly procedure for the determination of NAV without having a material adverse effect on the accuracy of such determination; or (2) otherwise reasonably believes a change is appropriate for the determination of NAV. We will publicly announce material changes to our valuation procedures. Please see our valuation procedures filed as an exhibit to our Annual Report on Form 10-K filed with theSEC onMarch 9, 2022 , for a more detailed description of our valuation procedures, including important disclosure regarding real property valuations provided by the Independent Valuation Advisor. Our valuation procedures, which address specifically each category of our assets and liabilities and are applied separately from the preparation of our financial statements in accordance with generally accepted accounting principles ("GAAP"), involve adjustments from historical cost. There are certain factors which cause NAV to be different from total equity or stockholders' equity on a GAAP basis. Most significantly, the valuation of our real assets, which is the largest component of our NAV calculation, is provided to us by the Independent Valuation Advisor. For GAAP purposes, these assets are generally recorded at depreciated or amortized cost. Another example that will cause our NAV to differ from our GAAP total equity or stockholders' equity is the straight-lining of rent, which results in a receivable for GAAP purposes that is not included in the determination of our NAV. The fair values of our assets and certain liabilities are determined using widely accepted methodologies and, as appropriate, the GAAP principles within the FASB Accounting Standards Codification under Topic 820, Fair Value Measurements and Disclosures and are used by ALPS in calculating our NAV per share. However, our valuation procedures and our NAV are not subject to GAAP and will not be subject to independent audit. We did not develop our valuation procedures with the intention of complying with fair value concepts under GAAP and, therefore, there could be differences between our fair values and the fair values derived from the principal market or most advantageous market concepts of establishing fair value under GAAP. As used below, "Fund Interests" means our outstanding shares of common stock, along with the partnership units in our operating partnership ("OP Units"), which may be or were held directly or indirectly by the Advisor, our former sponsor, members or affiliates of our former sponsor, and third parties, and "Aggregate Fund NAV" means the NAV of all the Fund Interests.
The table below shows the components of the total fund NAV as of
As
from
(in thousands) April 30, 2022 March 31, 2022 Investments in industrial properties$ 7,466,600 $ 6,860,200 Investment in unconsolidated joint venture partnership 20,638
20,441
DST Program Loans 85,579
81,338
Cash and cash equivalents 166,769
277,374
Other assets 68,038
58,220
Line of credit, term loans and mortgage notes (2,436,709)
(2,352,726)
Financing obligations associated with our DST Program (798,493)
(681,045)
Other liabilities (103,296)
(105,351)
Accrued performance participation allocation (109,268)
(83,300)
Accrued fixed component of advisory fee (5,354)
(4,955)
Aggregate Fund NAV$ 4,354,504 $ 4,070,196 Total Fund Interests outstanding 288,717
280,832
The following table sets forth the NAV per Fund Interest as ofApril 30, 2022 andMarch 31, 2022 : Class T Class D Class I (in thousands, except per Fund Interest data) Total Shares Shares Shares OP Units As ofApril 30, 2022 Monthly NAV$ 4,354,504 $ 3,299,051 $ 243,521 $ 743,568 $ 68,364 Fund Interests outstanding 288,717 218,738 16,146 49,300 4,533 NAV Per Fund Interest$ 15.0822 $ 15.0822 $ 15.0822 $ 15.0822 $ 15.0822 As ofMarch 31, 2022 Monthly NAV$ 4,070,196 $ 3,115,681 $ 220,639 $ 668,181 $ 65,695 Fund Interests outstanding 280,832 214,973 15,223 46,103 4,533 NAV Per Fund Interest$ 14.4934 $ 14.4934 $ 14.4934 $ 14.4934 $ 14.4934 3 The NAV per Fund Interest increased by approximately$0.59 , or 4.1%, compared to our NAV per Fund Interest as ofMarch 31, 2022 , primarily as a result of strong leasing, above-average market rent growth, and strengthening capital markets. Under GAAP, we record liabilities for ongoing distribution fees that (i) we currently owe the Dealer Manager under the terms of the dealer manager agreement and (ii) we estimate we may pay to the Dealer Manager in future periods for shares of our common stock. As ofApril 30, 2022 , we estimated approximately$90.7 million of ongoing distribution fees were potentially payable to the Dealer Manager. We do not deduct the liability for estimated future distribution fees in our calculation of NAV since we intend for our NAV to reflect our estimated value on the date that we determine our NAV. Accordingly, our estimated NAV at any given time does not include consideration of any estimated future distribution fees that may become payable after such date. We include no discounts to our NAV for the illiquid nature of our shares, including the limitations on our stockholders' ability to redeem shares under our share redemption program and our ability to suspend our share redemption program at any time. Our NAV generally does not reflect the potential impact of exit costs (e.g. selling costs and commissions related to the sale of a property) that would likely be incurred if our assets and liabilities were liquidated or sold today. While we may use market pricing concepts to value individual components of our NAV, our per share NAV is not derived from the market pricing information of open-end real estate funds listed on stock exchanges. Our NAV is not a representation, warranty or guarantee that: (i) we would fully realize our NAV upon a sale of our assets; (ii) shares of our common stock would trade at our per share NAV on a national securities exchange; and (iii) a stockholder would be able to realize the per share NAV if such stockholder attempted to sell his or her shares to a third party. The valuations of our real properties as ofApril 30, 2022 excluding certain newly acquired properties that are currently 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: Weighted- Average Basis Exit capitalization rate 4.7 % Discount rate / internal rate of return 5.7 % Average holding period (years) 10.3 A change in the exit capitalization and discount rates used would impact the calculation of the value of our real property. For example, assuming all other factors remain constant, the changes listed below would result in the following effects on the value of our real properties, excluding certain newly acquired properties that are currently held at cost which we believe reflects the fair value of such properties: Increase (Decrease) to Hypothetical the NAV of Real Input Change Properties
Exit capitalization rate (weighted-average) 0.25 % decrease
4.0%
0.25 % increase (3.6) % Discount rate (weighted-average) 0.25 % decrease
2.2 %
0.25 % increase (2.1) %
FromNovember 1, 2017 throughJanuary 31, 2020 , we valued our debt-related investments and real estate-related liabilities generally in accordance with fair value standards under GAAP. Beginning with our valuation forFebruary 29, 2020 , our property-level mortgages and corporate-level credit facilities that are intended to be held to maturity (which for fixed rate debt not subject to interest rate hedges may be the date near maturity at which time the debt will . . .
Item 9.01 Financial Statements and Appendices.
(d) Exhibits
Exhibit Number Description 99.1 Consent ofAltus Group U.S. Inc. Cover Page Interactive Data File (embedded within the Inline XBRL 104 document). Forward-Looking Statements This Current Report on Form 8-K includes certain statements that are intended to be deemed "forward-looking statements" within the meaning of, and to be covered by the safe harbor provisions contained in, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are generally identifiable by the use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," "project," "continue," or other similar words or terms and include, without limitation, statements regarding the estimates and assumptions used in the calculation of our NAV per Fund Interest. These statements are based on certain assumptions and analyses made in light of our experience and our perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate. Such statements are subject to a number of assumptions, risks and uncertainties that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Among the factors that may cause results to vary are the negative impact of COVID-19 and the conflict betweenRussia andUkraine on our financial condition and results of operations being more significant than expected, general economic and business (particularly real estate and capital market) conditions being less favorable than expected, the business opportunities that may be presented to and pursued by us, changes in laws or regulations (including changes to laws governing the taxation of real estate investment trusts ("REITs")), risk of acquisitions, availability and creditworthiness of prospective customers, availability of capital (debt and equity), interest rate fluctuations, competition, supply and demand for properties in current and any proposed market areas in which we invest, our customers' ability and willingness to pay rent at current or increased levels, accounting principles, policies and guidelines applicable to REITs, environmental, regulatory and/or safety requirements, customer bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, many of which are beyond our control. For a further discussion of these factors and other risk factors that could lead to actual results materially different from those described in the forward-looking statements, see "Risk Factors" under Item 1A of Part 1 of our Annual Report on Form 10-K for the year endedDecember 31, 2021 and subsequent periodic and current reports filed with theSEC . We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise. 6
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