ARES INDUSTRIAL REAL ESTATE INCOME TRUST INC.: Other Events, Financial Statements and Exhibits (Form 8-K)


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

June 1, 2022 transaction price

The transaction price for each share class of our common stock for subscriptions
to be accepted as of June 1, 2022 (and distribution reinvestment plan issuances
following the close of business on May 31, 2022 and share redemptions as of May
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 of April 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.

April 30, 2022 NAV per share

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 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
engaged Altus 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 by BCI IV Advisors LLC for
periods prior to July 1, 2021 and Ares 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


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 the
SEC on March 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
April 30, 2022 and March 31, 2022:



(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  


DST Program Loans                                                  85,579  


Cash and cash equivalents                                         166,769  


Other assets                                                       68,038  


Line of credit, term loans and mortgage notes                 (2,436,709)  


Financing obligations associated with our DST Program           (798,493)  


Other liabilities                                               (103,296)  


Accrued performance participation allocation                    (109,268)  


Accrued fixed component of advisory fee                           (5,354)  


Aggregate Fund NAV                                       $      4,354,504   $      4,070,196
Total Fund Interests outstanding                                  288,717  


The following table sets forth the NAV per Fund Interest as of April 30, 2022
and March 31, 2022:

                                                        Class T       Class D      Class I
(in thousands, except per Fund
Interest data)                            Total         Shares        Shares       Shares      OP Units
As of April 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 of March 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


The NAV per Fund Interest increased by approximately $0.59, or 4.1%, compared to
our NAV per Fund Interest as of March 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 of April 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

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 of April 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:

                                           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:

                                                                   (Decrease) to
                                                 Hypothetical     the NAV of Real
Input                                               Change          Properties
Exit capitalization rate (weighted-average)    0.25  % decrease            


                                               0.25  % increase             (3.6) %
Discount rate (weighted-average)               0.25  % decrease            
  2.2 %
                                               0.25  % increase             (2.1) %

From November 1, 2017 through January 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 for February 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

 Number     Description
99.1          Consent of Altus 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 between Russia and
Ukraine 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 ended December 31, 2021 and subsequent
periodic and current reports filed with the SEC. We undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
future events, new information or otherwise.


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