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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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$ in thousands, except per share amounts
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Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q ("Form 10-Q") may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, "may," "should," "expect," "anticipate," "estimate," "would be," "believe," or "continue" or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-Q is filed with the SEC. Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Form 10-Q. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in "Item 1A. Risk Factors," "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our 2024 Form 10-K and our periodic reports filed with the SEC.
Management Overview
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements appearing elsewhere in this Form 10-Q. All references to numbered Notes are to specific notes to our consolidated financial statements beginning on page 7 of this Form 10-Q, and the descriptions referred to are incorporated into the applicable portion of this section by reference. References to "base rent" in this Form 10-Q refer to cash payments made under the relevant lease(s), excluding real estate taxes and certain property operating expenses that are paid by us and are recoverable under the relevant lease(s) and exclude adjustments for straight-line rent revenue and above- and below-market lease amortization.
The discussions surrounding our portfolio of properties refer to our Consolidated Properties, including our DST Properties, and our Unconsolidated Properties, which can be found below (see - Properties).
Our primary business is the ownership and management of a diversified portfolio of healthcare, industrial, residential, retail and other properties primarily located in the United States. The healthcare segment includes a small allocation to traditional office properties. The residential segment includes apartment properties and single-family rental homes. It is expected that over time our real estate portfolio will be further diversified on a global basis and complemented further by additional investments in real estate-related assets.
We are managed by our Advisor, LaSalle Investment Management, Inc., a subsidiary of our Sponsor, Jones Lang LaSalle Incorporated (NYSE: JLL), a leading professional services firm that specializes in real estate and investment management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we look for service providers that have a strong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of 2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor and smaller local firms.
We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment objectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the healthcare, industrial, residential, retail and other sectors. We expect to actively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the geographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.
The following charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.
Estimated Percent of Fair Value as of September 30, 2025:
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.
Critical Accounting Policies
This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes during the nine months ended September 30, 2025 to the items that we disclosed as our critical accounting policies and estimates under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Form 10-K.
Properties
Properties owned at September 30, 2025, including DST Properties, are as follows:
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Percentage Leased as of September 30, 2025
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Property Name
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Location
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Acquisition Date
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Ownership
%
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Net Rentable
Square Feet
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Consolidated Properties:
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Healthcare Segment:
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Monument IV at Worldgate
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Herndon, VA
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August 27, 2004
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100%
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228,000
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100%
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140 Park Avenue
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Florham Park, NJ
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December 21, 2015
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100
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100,000
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100
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San Juan Medical Center
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San Juan Capistrano, CA
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April 1, 2016
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100
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40,000
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93
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Genesee Plaza
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9333 Genesee Ave
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San Diego, CA
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July 2, 2019
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100
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80,000
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95
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9339 Genesee Ave
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San Diego, CA
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July 2, 2019
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100
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81,000
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95
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Fountainhead Corporate Park
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Fountainhead Corporate Park I
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Tempe, AZ
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February 6, 2020
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100
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167,000
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90
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Fountainhead Corporate Park II
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Tempe, AZ
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February 6, 2020
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100
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128,000
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80
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170 Park Avenue
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Florham Park, NJ
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February 2, 2021
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100
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147,000
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100
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9101 Stony Point Drive
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Richmond, VA
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September 15, 2021
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100
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87,000
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100
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North Tampa Surgery Center
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Odessa, FL
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October 8, 2021
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100
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13,000
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100
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Duke Medical Center
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Durham, NC
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December 23, 2021
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100
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60,000
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98
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KC Medical Office Portfolio
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8600 NE 82nd Street
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Kansas City, MO
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December 23, 2021
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100
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11,000
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100
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1203 SW 7 Highway
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Blue Springs, MO
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December 23, 2021
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100
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10,000
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100
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Roeland Park Medical Office
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Roeland Park, KS
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December 28, 2021
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100
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30,000
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100
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South Reno Medical Center
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Reno, NV
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December 28, 2021
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100
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32,000
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100
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Sugar Land Medical Plaza
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Sugar Land, TX
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December 30, 2021
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100
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37,000
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100
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Cedar Medical Center
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Flagstaff, AZ
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April 29, 2022
|
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100
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26,000
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|
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100
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North Boston Medical Center
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Haverhill, MA
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June 28, 2022
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100
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30,000
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|
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100
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North Charlotte Medical Center
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Stanley, NC
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June 28, 2022
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100
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25,000
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100
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Grand Rapids Medical Center
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Wyoming, MI
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July 21, 2022
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100
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25,000
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100
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Glendale Medical Center
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Los Angeles, CA
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July 29, 2022
|
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100
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20,000
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100
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6300 Dumbarton Circle
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Fremont, CA
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September 15, 2022
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100
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44,000
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100
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6500 Kaiser Drive
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Fremont, CA
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September 15, 2022
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100
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88,000
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100
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Greater Sacramento Medical Center
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Rancho Cordova, CA
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September 16, 2022
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100
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18,000
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100
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Naperville Medical Center
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Naperville, IL
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March 28, 2025
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100
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39,000
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100
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Industrial Segment:
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Kendall Distribution Center
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Atlanta, GA
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June 30, 2005
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100%
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409,000
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100%
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Suwanee Distribution Center
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Suwanee, GA
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June 28, 2013
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100
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559,000
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100
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Grand Prairie Distribution Center
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3325 West Trinity Boulevard
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Grand Prairie, TX
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January 22, 2014
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100
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277,000
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100
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3324 West Trinity Boulevard
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Grand Prairie, TX
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May 31, 2019
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100
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145,000
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100
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Charlotte Distribution Center
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Charlotte, NC
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June 27, 2014
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100
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347,000
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100
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DFW Distribution Center
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4050 Corporate Drive
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Grapevine, TX
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April 15, 2015
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100
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441,000
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100
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4055 Corporate Drive
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Grapevine, TX
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April 15, 2015
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100
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202,000
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100
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O'Hare Industrial Portfolio
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200 Lewis
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Wood Dale, IL
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September 30, 2015
|
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100
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31,000
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100
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1225 Michael Drive
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Wood Dale, IL
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September 30, 2015
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100
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109,000
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100
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1300 Michael Drive
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Wood Dale, IL
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September 30, 2015
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100
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71,000
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100
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Percentage Leased as of September 30, 2025
|
|
Property Name
|
|
Location
|
|
Acquisition Date
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|
Ownership
%
|
|
Net Rentable
Square Feet
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|
|
1301 Mittel Drive
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Wood Dale, IL
|
|
September 30, 2015
|
|
100
|
|
53,000
|
|
|
100
|
|
1350 Michael Drive
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|
Wood Dale, IL
|
|
September 30, 2015
|
|
100
|
|
56,000
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|
|
100
|
|
2501 Allan Drive
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|
Elk Grove, IL
|
|
September 30, 2015
|
|
100
|
|
198,000
|
|
|
100
|
|
2601 Allan Drive
|
|
Elk Grove, IL
|
|
September 30, 2015
|
|
100
|
|
124,000
|
|
|
100
|
|
Tampa Distribution Center
|
|
Tampa, FL
|
|
April 11, 2016
|
|
100
|
|
386,000
|
|
|
100
|
|
Aurora Distribution Center
|
|
Aurora, IL
|
|
May 19, 2016
|
|
100
|
|
305,000
|
|
|
100
|
|
Valencia Industrial Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
28150 West Harrison Parkway
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|
Valencia, CA
|
|
June 29, 2016
|
|
100
|
|
87,000
|
|
|
100
|
|
28145 West Harrison Parkway
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|
Valencia, CA
|
|
June 29, 2016
|
|
100
|
|
114,000
|
|
|
100
|
|
28904 Paine Avenue
|
|
Valencia, CA
|
|
June 29, 2016
|
|
100
|
|
117,000
|
|
|
100
|
|
25045 Tibbitts Avenue
|
|
Santa Clarita, CA
|
|
June 29, 2016
|
|
100
|
|
142,000
|
|
|
100
|
|
Mason Mill Distribution Center
|
|
Buford, GA
|
|
December 20, 2017
|
|
100
|
|
340,000
|
|
|
100
|
|
Fremont Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
45275 Northport Court
|
|
Fremont, CA
|
|
March 29, 2019
|
|
100
|
|
117,000
|
|
|
100
|
|
45630 Northport Loop East
|
|
Fremont, CA
|
|
March 29, 2019
|
|
100
|
|
120,000
|
|
|
100
|
|
Taunton Distribution Center
|
|
Taunton, MA
|
|
August 23, 2019
|
|
100
|
|
200,000
|
|
|
100
|
|
Chandler Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
1725 East Germann Road
|
|
Chandler, AZ
|
|
December 5, 2019
|
|
100
|
|
122,000
|
|
|
100
|
|
1825 East Germann Road
|
|
Chandler, AZ
|
|
December 5, 2019
|
|
100
|
|
89,000
|
|
|
100
|
|
Fort Worth Distribution Center
|
|
Fort Worth, TX
|
|
October 23, 2020
|
|
100
|
|
351,000
|
|
|
100
|
|
Whitestown Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
4993 Anson Boulevard
|
|
Whitestown, IN
|
|
December 11, 2020
|
|
100
|
|
280,000
|
|
|
100
|
|
5102 E 500 South
|
|
Whitestown, IN
|
|
December 11, 2020
|
|
100
|
|
440,000
|
|
|
100
|
|
Louisville Distribution Center
|
|
Shepherdsville, KY
|
|
January 21, 2021
|
|
100
|
|
1,040,000
|
|
|
100
|
|
Southeast Phoenix Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
6511 West Frye Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
102,000
|
|
|
100
|
|
6565 West Frye Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
118,000
|
|
|
100
|
|
6615 West Frey Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
136,000
|
|
|
100
|
|
6677 West Frye Road
|
|
Chandler, AZ
|
|
February 23, 2021
|
|
100
|
|
118,000
|
|
|
100
|
|
6635 West Frye Road
|
|
Chandler, AZ
|
|
June 8, 2022
|
|
100
|
|
105,000
|
|
|
100
|
|
6575 West Frye Road
|
|
Chandler, AZ
|
|
June 8, 2022
|
|
100
|
|
140,000
|
|
|
100
|
|
Louisville Airport Distribution Center
|
|
Louisville, KY
|
|
June 24, 2021
|
|
100
|
|
284,000
|
|
|
100
|
|
13500 Danielson Street (1)
|
|
Poway, CA
|
|
July 2, 2021
|
|
95
|
|
73,000
|
|
|
100
|
|
4211 Starboard Drive (1)
|
|
Fremont, CA
|
|
July 9, 2021
|
|
95
|
|
130,000
|
|
|
100
|
|
5 National Way
|
|
Durham, NC
|
|
September 28, 2021
|
|
100
|
|
188,000
|
|
|
100
|
|
47 National Way
|
|
Durham, NC
|
|
September 28, 2021
|
|
100
|
|
187,000
|
|
|
100
|
|
Friendship Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
4627 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
126,000
|
|
|
100
|
|
4630 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
149,000
|
|
|
100
|
|
4646 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
102,000
|
|
|
100
|
|
4651 Distribution Pkwy
|
|
Buford, GA
|
|
October 20, 2021
|
|
100
|
|
272,000
|
|
|
100
|
|
South San Diego Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
2001 Sanyo Avenue
|
|
San Diego, CA
|
|
October 28, 2021
|
|
100
|
|
320,000
|
|
|
70
|
|
2055 Sanyo Avenue
|
|
San Diego, CA
|
|
October 28, 2021
|
|
100
|
|
209,000
|
|
|
58
|
|
2065 Sanyo Avenue
|
|
San Diego, CA
|
|
October 28, 2021
|
|
100
|
|
136,000
|
|
|
100
|
|
1755 Britannia Drive
|
|
Elgin, IL
|
|
November 16, 2021
|
|
100
|
|
80,000
|
|
|
100
|
|
2451 Bath Road
|
|
Elgin, IL
|
|
November 16, 2021
|
|
100
|
|
327,000
|
|
|
100
|
|
687 Conestoga Parkway
|
|
Shepardsville, KY
|
|
November 17, 2021
|
|
100
|
|
327,000
|
|
|
100
|
|
2840 Loker Avenue (1)
|
|
Carlsbad, CA
|
|
November 30, 2021
|
|
95
|
|
104,000
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Leased as of September 30, 2025
|
|
Property Name
|
|
Location
|
|
Acquisition Date
|
|
Ownership
%
|
|
Net Rentable
Square Feet
|
|
|
15890 Bernardo Center Drive(1)
|
|
San Diego, CA
|
|
November 30, 2021
|
|
95
|
|
48,000
|
|
|
100
|
|
Northeast Atlanta Distribution Center
|
|
Jefferson, GA
|
|
April 8, 2022
|
|
100
|
|
459,000
|
|
|
100
|
|
West Phoenix Distribution Center
|
|
Glendale, AZ
|
|
September 30, 2022
|
|
100
|
|
1,200,000
|
|
|
100
|
|
Puget Sound Distribution Center
|
|
Lacey, WA
|
|
October 6, 2022
|
|
100
|
|
142,000
|
|
|
73
|
|
Louisville Logistics Center
|
|
Shepherdsville, KY
|
|
April 20, 2023
|
|
100
|
|
1,043,000
|
|
|
100
|
|
Minneapolis Distribution Center
|
|
Maple Grove, MN
|
|
November 19, 2024
|
|
100
|
|
443,000
|
|
|
100
|
|
Richmond Distribution Center
|
|
Richmond, VA
|
|
March 5, 2025
|
|
100
|
|
279,000
|
|
|
100
|
|
Glendale Distribution Center
|
|
Glendale, AZ
|
|
July 29, 2025
|
|
100
|
|
1,024,000
|
|
|
100
|
|
West Raleigh Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
895 Gateway Drive
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
138,000
|
|
|
100
|
|
875 Gateway Drive
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
176,000
|
|
|
100
|
|
3550 Brightleaf Lane
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
138,000
|
|
|
100
|
|
3560 Brightleaf Lane
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
206,000
|
|
|
-
|
|
3530 Brightleaf Lane
|
|
Apex, NC
|
|
September 10, 2025
|
|
100
|
|
327,000
|
|
|
100
|
|
Residential Segment:
|
|
|
|
|
|
|
|
|
|
|
|
Townlake of Coppell
|
|
Coppell, TX
|
|
May 22, 2015
|
|
100%
|
|
351,000
|
|
|
95%
|
|
AQ Rittenhouse
|
|
Philadelphia, PA
|
|
July 30, 2015
|
|
100
|
|
92,000
|
|
|
94
|
|
Lane Parke Apartments
|
|
Mountain Brook, AL
|
|
May 26, 2016
|
|
100
|
|
263,000
|
|
|
95
|
|
Dylan Point Loma
|
|
San Diego, CA
|
|
August 9, 2016
|
|
100
|
|
204,000
|
|
|
96
|
|
The Penfield
|
|
St. Paul, MN
|
|
September 22, 2016
|
|
100
|
|
245,000
|
|
|
95
|
|
Jory Trail at the Grove
|
|
Wilsonville, OR
|
|
July 14, 2017
|
|
100
|
|
315,000
|
|
|
94
|
|
The Reserve at Johns Creek
|
|
Johns Creek, GA
|
|
July 28, 2017
|
|
100
|
|
244,000
|
|
|
94
|
|
Villas at Legacy
|
|
Plano, TX
|
|
June 6, 2018
|
|
100
|
|
340,000
|
|
|
96
|
|
Summit at San Marcos
|
|
Chandler, AZ
|
|
July 31, 2019
|
|
100
|
|
257,000
|
|
|
91
|
|
Haven North Andover
|
|
North Andover, MA
|
|
May 3, 2021
|
|
100
|
|
204,000
|
|
|
96
|
|
The Preserve at the Meadows
|
|
Fort Collins, CO
|
|
August 23, 2021
|
|
100
|
|
208,000
|
|
|
93
|
|
The Rockwell
|
|
Berlin, MA
|
|
August 31, 2021
|
|
100
|
|
233,000
|
|
|
94
|
|
Miramont Apartments
|
|
Fort Collins, CO
|
|
September 29, 2021
|
|
100
|
|
212,000
|
|
|
93
|
|
Pinecone Apartments
|
|
Fort Collins, CO
|
|
September 29, 2021
|
|
100
|
|
176,000
|
|
|
93
|
|
Reserve at Venice
|
|
North Venice, FL
|
|
December 17, 2021
|
|
100
|
|
268,000
|
|
|
81
|
|
Woodside Trumbull
|
|
Trumbull, CT
|
|
December 21, 2021
|
|
100
|
|
207,000
|
|
|
92
|
|
Shores at Lake Howell
|
|
Casselberry, FL
|
|
March 30, 2022
|
|
100
|
|
374,000
|
|
|
93
|
|
Oak Street Lofts
|
|
Tigard, OR
|
|
July 15, 2022
|
|
100
|
|
162,000
|
|
|
94
|
|
Molly Brook on Belmont
|
|
North Haledon, NJ
|
|
September 27, 2022
|
|
100
|
|
177,000
|
|
|
92
|
|
Creekview Crossing
|
|
Sherwood, OR
|
|
February 29, 2024
|
|
100
|
|
217,000
|
|
|
94
|
|
Single-Family Rental Portfolio I (1)(2)
|
|
Various
|
|
August 5, 2021
|
|
95
|
|
3,382,000
|
|
|
92
|
|
Single-Family Rental Portfolio II (1)
|
|
Various
|
|
Various
|
|
95
|
|
858,000
|
|
|
91
|
|
Retail Segment:
|
|
|
|
|
|
|
|
|
|
|
|
The District at Howell Mill (1)
|
|
Atlanta, GA
|
|
June 15, 2007
|
|
88%
|
|
306,000
|
|
|
98%
|
|
Grand Lakes Marketplace (1)
|
|
Katy, TX
|
|
September 17, 2013
|
|
90
|
|
131,000
|
|
|
98
|
|
Rancho Temecula Town Center
|
|
Temecula, CA
|
|
June 16, 2014
|
|
100
|
|
165,000
|
|
|
89
|
|
Skokie Commons
|
|
Skokie, IL
|
|
May 15, 2015
|
|
100
|
|
97,000
|
|
|
95
|
|
Whitestone Market
|
|
Austin, TX
|
|
September 30, 2015
|
|
100
|
|
145,000
|
|
|
98
|
|
Maui Mall
|
|
Kahului, HI
|
|
December 22, 2015
|
|
100
|
|
235,000
|
|
|
87
|
|
Silverstone Marketplace
|
|
Scottsdale, AZ
|
|
July 27, 2016
|
|
100
|
|
78,000
|
|
|
89
|
|
Kierland Village Center
|
|
Scottsdale, AZ
|
|
September 30, 2016
|
|
100
|
|
118,000
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage Leased as of September 30, 2025
|
|
Property Name
|
|
Location
|
|
Acquisition Date
|
|
Ownership
%
|
|
Net Rentable
Square Feet
|
|
|
Timberland Town Center
|
|
Beaverton, OR
|
|
September 30, 2016
|
|
100
|
|
92,000
|
|
|
97
|
|
Montecito Marketplace
|
|
Las Vegas, NV
|
|
August 8, 2017
|
|
100
|
|
190,000
|
|
|
100
|
|
Milford Crossing
|
|
Milford, MA
|
|
January 29, 2020
|
|
100
|
|
159,000
|
|
|
100
|
|
Patterson Place
|
|
Durham, NC
|
|
May 31, 2022
|
|
100
|
|
25,000
|
|
|
89
|
|
Silverado Square
|
|
Las Vegas, NV
|
|
June 1, 2022
|
|
100
|
|
48,000
|
|
|
98
|
|
Woodlawn Point
|
|
Marietta, GA
|
|
June 30, 2022
|
|
100
|
|
98,000
|
|
|
100
|
|
Other Segment:
|
|
|
|
|
|
|
|
|
|
|
|
South Beach Parking Garage (3)
|
|
Miami Beach, FL
|
|
January 28, 2014
|
|
100%
|
|
130,000
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated Properties:
|
|
|
|
|
|
|
|
|
|
|
|
Chicago Parking Garage (4)
|
|
Chicago, IL
|
|
December 23, 2014
|
|
100%
|
|
167,000
|
|
|
N/A
|
|
NYC Retail Portfolio (5)(6)
|
|
NY/NJ
|
|
December 8, 2015
|
|
14
|
|
1,790,000
|
|
|
78
|
|
Pioneer Tower (7)
|
|
Portland, OR
|
|
June 28, 2016
|
|
100
|
|
308,000
|
|
|
32
|
|
The Tremont (1)
|
|
Burlington, MA
|
|
July 19, 2018
|
|
75
|
|
175,000
|
|
|
93
|
|
The Huntington (1)
|
|
Burlington, MA
|
|
July 19, 2018
|
|
75
|
|
115,000
|
|
|
93
|
|
Siena Suwanee Town Center (8)
|
|
Suwanee, GA
|
|
December 15, 2020
|
|
100
|
|
226,000
|
|
|
98
|
|
Kingston at McLean Crossing(1)
|
|
McLean, VA
|
|
December 3, 2021
|
|
80
|
|
279,000
|
|
|
95
|
________
(1)We own a majority interest in the joint venture that owns a fee simple interest in this property.
(2)We owned an approximate 47% interest in a portfolio of nearly 4,000 single-family rental homes located in various cities across the United States and elected the fair value option to account for our investment. On April 23, 2025, we restructured the joint venture and now own 95% in a portfolio of 1,900 single-family rental homes located in various cities across the United States. Our 95% interest has been consolidated as of April 23, 2025.
(3)The parking garage contains 343 stalls. This property is owned leasehold.
(4)We own a condominium interest in the building that contains a 366 stall parking garage.
(5)We own an approximate 14% interest in a portfolio of six urban infill retail properties located in the greater New York City area.
(6)We have elected the fair value option to account for this investment.
(7)We own a condominium interest in the building that contains a 17 story multi-tenant healthcare property.
(8)We own a condominium interest in the project that contains a 240-unit residential property.
Operating Statistics
We generally hold investments in properties with high occupancy rates leased to quality tenants under long-term, non-cancelable leases, except that leases for residential properties are generally for one year. We believe these leases are beneficial to achieving our investment objectives. The following table shows our operating statistics by property type for our consolidated properties as of September 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Properties / Portfolios (1)
|
|
Total Area
(Sq Ft)
|
|
% of Total
Area
|
|
Stabilized Occupancy %
|
|
Average Minimum
Base Rent per
Occupied Sq Ft (1)
|
|
Healthcare
|
25
|
|
|
1,566,000
|
|
|
5
|
%
|
|
97
|
%
|
|
$
|
35.67
|
|
|
Industrial
|
66
|
|
|
16,628,000
|
|
|
57
|
|
|
97
|
|
|
6.83
|
|
|
Residential(2)
|
22
|
|
|
8,989,000
|
|
|
31
|
|
|
93
|
|
|
21.31
|
|
|
Retail
|
14
|
|
|
1,887,000
|
|
|
7
|
|
|
96
|
|
|
22.30
|
|
|
Other
|
1
|
|
|
130,000
|
|
|
-
|
|
|
N/A
|
|
N/A
|
|
Total
|
128
|
|
|
29,200,000
|
|
|
100
|
%
|
|
96
|
%
|
|
$
|
13.81
|
|
________
(1)Amount calculated as in-place minimum base rent for all occupied space at September 30, 2025 and excludes any straight line rents, tenant recoveries and percentage rent revenues.
(2)Residential includes nearly 1,900 single-family rental homes in the Single-Family Rental Portfolio I and 500 single-family rental homes in the Single-Family Rental Portfolio II.
As of September 30, 2025, our average effective annual rent per square foot, calculated as average minimum base rent per occupied square foot less tenant concessions and allowances, was $13.08 for our consolidated properties.
Recent Events and Outlook
Property Valuations
Property valuations were flat across our portfolio during the three months ending September 30, 2025.
Credit Facility
On April 28, 2022, we entered into our $1,000,000 Credit Facility, which consists of a $600,000 Revolving Credit Facility and a $400,000 Term Loan. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. On March 4, 2025, we exercised our first twelve-month extension option on our Revolving Credit Facility. Weare in compliance with our debt covenants as of September 30, 2025. We expect to maintain compliance with our debt covenants.
Liquidity
At September 30, 2025, we had in excess of $95,000 in total cash on hand and $240,000 of capacity under our Credit Facility.
Share Repurchase Plan
During the third quarter of 2025, we repurchased 100% of requests totaling $91,887 of our common stock pursuant to our share repurchase plan, which had a quarterly limit of $124,599. The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter. The limit for the fourth quarter of 2025 is $122,267.
Fair Value of Assets and Liabilities
We account for our approximate 14% investment in the NYC Retail Portfolio using the fair value option. During the quarter ended September 30, 2025, we recorded an unrealized fair value loss of $4,901 related to our investment in the NYC Retail Portfolio. Our consolidated interest rate swaps and collars resulted in an unrealized fair value loss of $10,654 during the quarter. We utilize our interest rate caps, swaps and collars to fix interest rates on variable rate debt we plan to hold to maturity.
Current Offerings
On June 6, 2025, the SEC declared our Current Public Offering effective registering up to $1,500,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock, consisting of up to $1,200,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. We intend to primarily use the net proceeds from our public offerings, after we pay the fees and expenses attributable to the offerings and our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.
On March 3, 2015, we commenced our Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our Private Offering will be used for the same corporate purposes as the proceeds from our public offerings. Effective October 7, 2025, we commenced a new continuous private offering with four new classes of common stock and renamed our current classes of stock and OP Units.
On October 16, 2019, we, through our operating partnership, initiated the DST Program, and on August 6, 2024, our board of directors approved an increase to raise up to a total of $3,000,000 in private placements exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder through the sale of beneficial interests to accredited investors in specific DSTs holding DST Properties, which may be sourced from our real properties or from third parties.
Capital Raised and Use of Proceeds
As of September 30, 2025, we have raised gross proceeds of approximately $6,719,000 from our public and private offerings since 2012. We used these proceeds along with proceeds from mortgage debt to acquire approximately $6,109,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $1,014,000 and repurchase shares of our common stock for approximately $2,255,000.
On January 2, 2025, JLL acquired $100,000 of Class D shares at the NAV per share as of the purchase date.
2025 Property Acquisitions
•Richmond Distribution Center totaling 279,000 square feet for approximately $40,700;
•Naperville Medical Center totaling 39,000 square feet for approximately $16,250;
•Restructured our investment in Single-Family Rental Portfolio I from an approximate 47% equity interest in nearly 4,000 homes to a 95% controlling interest in 1,900 homes;
•Glendale Distribution Center, totaling 1,024,000 square feet for approximately $140,200; and
•West Raleigh Distribution Center, totaling 985,000 square feet for approximately $190,200.
2025 Property Dispositions
•237 Via Vera Cruz for approximately $16,200 less closing costs and recorded a gain on the disposition of $2,455.
2025 Financing
•Retired six loans totaling approximately $134,000; and
•Entered into a loan related to the restructuring of our Single-Family Rental Portfolio I for $388,000.
Investment Objectives and Strategy
Our primary investment objectives are:
•to generate an attractive level of current income for distribution to our stockholders;
•to preserve and protect our stockholders' capital investments;
•to achieve appreciation of our NAV over time; and
•to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
We cannot ensure that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy enables us to provide our stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio benefits our stockholders by providing:
•diversification of sources of income;
•access to attractive real estate opportunities currently in the United States and, over time, around the world; and
•exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy allows us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also
invest in debt and equity interests backed principally by real estate, which we refer to collectively as "real estate-related assets."
We leverage LaSalle's broad commercial real estate research and strategy platform and resources to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe has the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefor shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors but do not require notice to or the vote of stockholders.
We seek to invest:
•up to 95% of our assets in properties;
•up to 25% of our assets in real estate-related assets; and
•up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.
We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted company leverage ratio. Our company leverage ratio was 35% as of September 30, 2025.
2025 Key Initiatives
During 2025, we intend to use capital raised from our public and private offerings, the DST Program and dispositions to acquire new investment opportunities, repurchase stock under our share repurchase plan and fund quarterly distributions. We look to make investments that fit with our investment objectives and guidelines. Likely acquisition candidates may include well-located residential properties, industrial, healthcare, grocery-anchored retail properties and originating mortgage loan investments that align with our property investment strategy. We will also attempt to further our geographic diversification. We will use debt financing when attractive interest rates are available, while looking to keep the company leverage ratio in the 30% to 50% range. We also intend to use our Revolving Credit Facility to allow us to efficiently manage our cash flows.
Results of Operations
General
Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating expenses. Our expenses primarily relate to the costs of operating and financing our properties. Our share of the net income, net loss or dividend income from our unconsolidated real estate affiliates is included in income from unconsolidated affiliates and fund investments. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of our entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property, which are healthcare, industrial, residential, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.
Results of Operations for the Three Months Ended September 30, 2025 and 2024:
Properties acquired or sold after January 1, 2024 are presented within the recent acquisitions and sold properties line for all periods presented. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as either acquired in the current or prior year in the Properties section above in addition to 180 North Jefferson, Stonemeadow Farms, Pinole Point Distribution Center (all sold in 2024) and 237 Via Vera Cruz (sold in 2025). Properties owned for the nine months ended September 30, 2025 and 2024 are referred to as our comparable properties.
Revenues
The following chart sets forth revenues, by reportable segment, for the three months ended September 30, 2025 and 2024:
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|
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|
|
|
|
|
|
|
|
Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2024
|
|
$
Change
|
|
%
Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Rental revenue
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
16,841
|
|
|
$
|
16,001
|
|
|
$
|
840
|
|
|
5.2
|
%
|
|
Industrial
|
32,748
|
|
|
31,642
|
|
|
1,106
|
|
|
3.5
|
|
|
Residential
|
30,503
|
|
|
30,718
|
|
|
(215)
|
|
|
(0.7)
|
|
|
Retail
|
13,652
|
|
|
13,304
|
|
|
348
|
|
|
2.6
|
|
|
Other
|
71
|
|
|
60
|
|
|
11
|
|
|
18.3
|
|
|
Comparable properties total
|
$
|
93,815
|
|
|
$
|
91,725
|
|
|
$
|
2,090
|
|
|
2.3
|
%
|
|
Recent acquisitions and sold properties
|
16,900
|
|
|
5,928
|
|
|
10,972
|
|
|
185.1
|
|
|
Total rental revenue
|
$
|
110,715
|
|
|
$
|
97,653
|
|
|
$
|
13,062
|
|
|
13.4
|
%
|
|
|
|
|
|
|
|
|
|
|
Other revenue
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
429
|
|
|
$
|
617
|
|
|
$
|
(188)
|
|
|
(30.5)
|
%
|
|
Industrial
|
1,169
|
|
|
227
|
|
|
942
|
|
|
415.0
|
|
|
Residential
|
1,474
|
|
|
1,253
|
|
|
221
|
|
|
17.6
|
|
|
Retail
|
220
|
|
|
208
|
|
|
12
|
|
|
5.8
|
|
|
Other
|
425
|
|
|
476
|
|
|
(51)
|
|
|
(10.7)
|
|
|
Comparable properties total
|
$
|
3,717
|
|
|
$
|
2,781
|
|
|
$
|
936
|
|
|
33.7
|
%
|
|
Recent acquisitions and sold properties
|
740
|
|
|
(588)
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|
|
1,328
|
|
|
(225.9)
|
|
|
Total other revenue
|
$
|
4,457
|
|
|
$
|
2,193
|
|
|
$
|
2,264
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|
|
103.2
|
%
|
|
|
|
|
|
|
|
|
|
|
Interest on mortgage notes receivable
|
$
|
2,624
|
|
|
$
|
2,246
|
|
|
$
|
378
|
|
|
16.8
|
%
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$
|
117,796
|
|
|
$
|
102,092
|
|
|
$
|
15,704
|
|
|
15.4
|
%
|
Rental revenue at comparable properties increased by $2,090 for the three months ended September 30, 2025 as compared to the same period in 2024. Increases within our healthcare, industrial and retail segments were primarily related to an increase
in rental rates and occupancy at various properties during the three months ended September 30, 2025 as compared to the same period in 2024.
Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties increased by $936 for the three months ended September 30, 2025 as compared to the same period in 2024. The increase within our industrial segment is related to an approximately $870 termination fee received at South San Diego Distribution Center during the three months ended September 30, 2025.
Interest on mortgage notes receivable relates to interest income earned on first mortgage notes originated by us. The increase in interest earned relates to higher outstanding balances held during the three months ended September 30, 2025 as compared to the same period in 2024.
Operating Expenses
The following chart sets forth real estate taxes and property operating expenses by reportable segment, for the three months ended September 30, 2025 and 2024:
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|
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|
|
|
|
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|
|
Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2024
|
|
$
Change
|
|
%
Change
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
1,485
|
|
|
$
|
1,427
|
|
|
$
|
58
|
|
|
4.1
|
%
|
|
Industrial
|
5,198
|
|
|
5,178
|
|
|
20
|
|
|
0.4
|
|
|
Residential
|
4,345
|
|
|
4,533
|
|
|
(188)
|
|
|
(4.1)
|
|
|
Retail
|
1,730
|
|
|
1,600
|
|
|
130
|
|
|
8.1
|
|
|
Other
|
106
|
|
|
110
|
|
|
(4)
|
|
|
(3.6)
|
|
|
Comparable properties total
|
$
|
12,864
|
|
|
$
|
12,848
|
|
|
$
|
16
|
|
|
0.1
|
%
|
|
Recent acquisitions and sold properties
|
2,592
|
|
|
861
|
|
|
1,731
|
|
|
201
|
|
|
Total real estate taxes
|
$
|
15,456
|
|
|
$
|
13,709
|
|
|
$
|
1,747
|
|
|
12.7
|
%
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
3,908
|
|
|
$
|
4,033
|
|
|
$
|
(125)
|
|
|
(3.1)
|
%
|
|
Industrial
|
2,753
|
|
|
2,612
|
|
|
141
|
|
|
5.4
|
|
|
Residential
|
8,704
|
|
|
8,146
|
|
|
558
|
|
|
6.8
|
|
|
Retail
|
2,509
|
|
|
2,495
|
|
|
14
|
|
|
0.6
|
|
|
Other
|
202
|
|
|
187
|
|
|
15
|
|
|
8.0
|
|
|
Comparable properties total
|
$
|
18,076
|
|
|
$
|
17,473
|
|
|
$
|
603
|
|
|
3.5
|
%
|
|
Recent acquisitions and sold properties
|
3,467
|
|
|
2,148
|
|
|
1,319
|
|
|
61
|
|
|
Total property operating expenses
|
$
|
21,543
|
|
|
$
|
19,621
|
|
|
$
|
1,922
|
|
|
9.8
|
%
|
|
Total operating expenses
|
$
|
36,999
|
|
|
$
|
33,330
|
|
|
$
|
3,669
|
|
|
11.0
|
%
|
Real estate taxes at comparable properties increased by $16 for the three months ended September 30, 2025 as compared to the same period in 2024. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estate taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases.
Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties increased by $603 during the three months ended September 30, 2025 as compared to the same period in 2024. The increases in the three months ended September 30, 2025 as compared to the same period in 2024 generally relate to higher repairs and maintenance projects, increased property management costs and higher utility costs in some markets.
The following chart sets forth revenues and expenses not directly related to the operations of the reportable segments for the three months ended September 30, 2025 and 2024:
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|
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|
|
Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2024
|
|
$
Change
|
|
%
Change
|
|
Property general and administrative
|
$
|
(707)
|
|
|
$
|
(831)
|
|
|
$
|
124
|
|
|
(14.9)
|
%
|
|
Advisor fees
|
(10,430)
|
|
|
(9,977)
|
|
|
(453)
|
|
|
4.5
|
|
|
Company level expenses
|
(2,230)
|
|
|
(1,745)
|
|
|
(485)
|
|
|
27.8
|
|
|
Provision for impairment of real estate
|
(67)
|
|
|
(9,635)
|
|
|
9,568
|
|
|
(99.3)
|
|
|
Depreciation and amortization
|
(42,737)
|
|
|
(36,515)
|
|
|
(6,222)
|
|
|
17.0
|
|
|
Interest expense
|
(21,662)
|
|
|
(30,586)
|
|
|
8,924
|
|
|
(29.2)
|
|
|
Unrealized loss on financial obligation
|
(10,168)
|
|
|
(1,278)
|
|
|
(8,890)
|
|
|
695.6
|
|
|
Loss from unconsolidated real estate affiliates and fund investments
|
(5,369)
|
|
|
(4,276)
|
|
|
(1,093)
|
|
|
25.6
|
|
|
Loss on disposition of property
|
(63)
|
|
|
(37)
|
|
|
(26)
|
|
|
70.3
|
|
|
Total expenses
|
$
|
(93,433)
|
|
|
$
|
(94,880)
|
|
|
$
|
1,447
|
|
|
(1.5)
|
%
|
Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses decreased during the three months ended September 30, 2025 as compared to the same period in 2024 primarily due to a decrease in property level legal expenses.
Advisor fees relate to the fixed advisory and performance fees earned by our Advisor. Fixed fees increase or decrease based on changes in our NAV, which have been and will be primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, and our Advisor will receive 10% of the excess total return above the 7% threshold. The increase in advisor fees of $453 for the three months ended September 30, 2025 as compared to the same period in 2024 is related an increase in NAV of our operating partnership.
Company level expenses relate mainly to our compliance and administration related costs. Company level expenses increased by $485 for the three months ended September 30, 2025 when compared to the same period in 2024 primarily due to higher professional fees.
Provision for impairment of real estate relates to real estate investments where the estimated future undiscounted cash flows during our hold period have decreased below the carrying value of the property. A provision for impairment of real estate is recorded to write the property down from its carrying value to its fair value. We recorded a provision for impairment of $67 during the nine months ended September 30, 2025 related to individual homes within the Single-Family Rental Portfolio I that are in the process of being sold.
Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. Depreciation and amortization expense increased by $6,222 for the three months ended September 30, 2025 as compared to the same period in 2024 primarily due to the consolidation of Single-Family Rental Portfolio I on April 23, 2025 and other acquisitions.
Interest expense decreased by $8,924 for the three months ended September 30, 2025 as compared to the same period in 2024 primarily as a result of approximately $10,700 decrease in expense from changes in fair value of our interest rate derivatives. Offsetting this decrease is approximately $500 higher interest expense on the financial obligations related to the DST Program primarily made up of interest income recorded during the three months ending September 30, 2025 related to us exercising our fair market value purchase option for DST Properties that have decreased in fair value. Additionally, we incurred increases in interest expense of approximately $1,000 related to a higher overall mortgage loan balances during the three months ended September 30, 2025 when compared to the same period in 2024.
Unrealized loss on financial obligation relates to changes in the fair value of our financial obligation for the various DST Programs that we have elected the fair value option for. We recorded an unrealized loss on financial obligation of $10,168 for the three months ended September 30, 2025 as compared to $1,278 for the three months ended September 30, 2024.
Income from unconsolidated real estate affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, The Huntington, Siena Suwanee Town Center and Kingston at McLean Crossing as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio and Single-Family Rental Portfolio I. During the three months ended September 30, 2024, we recorded a $2,920 decrease in the fair value
of our investment in Single-Family Rental Portfolio I. During the three months ended September 30, 2025, we recorded a $4,901 decrease in the fair value of our investment in the NYC Retail Portfolio as compared to a $3,510 decrease in the fair value during the same period in 2024.
Results of Operations for the Nine Months Ended September 30, 2025 and 2024
Revenues
The following chart sets forth revenues by reportable segment, for the nine months ended September 30, 2025 and 2024:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2025
|
|
Nine Months Ended September 30, 2024
|
|
$
Change
|
|
%
Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Rental revenue
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
49,463
|
|
|
$
|
47,674
|
|
|
$
|
1,789
|
|
|
3.8
|
%
|
|
Industrial
|
98,746
|
|
|
93,908
|
|
|
4,838
|
|
|
5.2
|
|
|
Residential
|
92,053
|
|
|
91,487
|
|
|
566
|
|
|
0.6
|
|
|
Retail
|
40,143
|
|
|
40,719
|
|
|
(576)
|
|
|
(1.4)
|
|
|
Other
|
214
|
|
|
(117)
|
|
|
331
|
|
|
(282.9)
|
|
|
Comparable properties total
|
$
|
280,619
|
|
|
$
|
273,671
|
|
|
$
|
6,948
|
|
|
2.5
|
%
|
|
Recent acquisitions and sold properties
|
32,800
|
|
|
17,598
|
|
|
15,202
|
|
|
86.4
|
|
|
Total rental revenue
|
$
|
313,419
|
|
|
$
|
291,269
|
|
|
$
|
22,150
|
|
|
7.6
|
%
|
|
|
|
|
|
|
|
|
|
|
Other revenue
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
1,350
|
|
|
$
|
1,452
|
|
|
$
|
(102)
|
|
|
(7.0)
|
%
|
|
Industrial
|
1,442
|
|
|
343
|
|
|
1,099
|
|
|
320.4
|
|
|
Residential
|
3,954
|
|
|
3,626
|
|
|
328
|
|
|
9.0
|
|
|
Retail
|
666
|
|
|
2,874
|
|
|
(2,208)
|
|
|
(76.8)
|
|
|
Other
|
1,514
|
|
|
1,527
|
|
|
(13)
|
|
|
(0.9)
|
|
|
Comparable properties total
|
$
|
8,926
|
|
|
$
|
9,822
|
|
|
$
|
(896)
|
|
|
(9.1)
|
%
|
|
Recent acquisitions and sold properties
|
1,849
|
|
|
341
|
|
|
1,508
|
|
|
442.2
|
|
|
Total other revenue
|
$
|
10,775
|
|
|
$
|
10,163
|
|
|
$
|
612
|
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
Interest on mortgage notes receivable
|
$
|
7,739
|
|
|
$
|
6,668
|
|
|
$
|
1,071
|
|
|
16.1
|
%
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$
|
331,933
|
|
|
$
|
308,100
|
|
|
$
|
23,833
|
|
|
7.7
|
%
|
Rental revenue at comparable properties increased by $6,948 for the nine months ended September 30, 2025 as compared to the same period in 2024. The increases within our industrial, healthcare and residential segments were primarily related to an increase in rental rates and occupancy at various properties during the nine months ended September 30, 2025 as compared to the same period in 2024. The decrease in rental revenue within the retail segment was primarily related to temporary reduced based rent for two tenants located at the District at Howell Mill totaling $984 during the nine months ended September 30, 2025. The increase in rental revenue within our other segment relates to a one time write off of uncollected rental charges during the nine months ended September 30, 2024 from a retail tenant at South Beach Parking Garage property.
Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties decreased by $896 for the nine months ended September 30, 2025 as compared to the same period in 2024. The increase within our industrial segment was related to an approximate $870 termination fee received at South San Diego Distribution Center during the nine months ended September 30, 2025. The decrease within our retail segment was related to an approximately $2,200 termination fee received at The District at Howell Mill during the nine months ended September 30, 2024.
Interest on mortgage notes receivable relates to interest income earned on first mortgage notes originated by us. The increase in interest earned relates to higher outstanding balances held during the nine months ended September 30, 2025 as compared to the same period in 2024.
Operating Expenses
The following chart sets forth real estate taxes, property operating expenses and provisions for doubtful accounts by reportable segment, for the nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2025
|
|
Nine Months Ended September 30, 2024
|
|
$
Change
|
|
%
Change
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
4,468
|
|
|
$
|
4,553
|
|
|
$
|
(85)
|
|
|
(1.9)
|
%
|
|
Industrial
|
16,045
|
|
|
15,697
|
|
|
348
|
|
|
2.2
|
|
|
Residential
|
13,631
|
|
|
13,922
|
|
|
(291)
|
|
|
(2.1)
|
|
|
Retail
|
5,128
|
|
|
5,107
|
|
|
21
|
|
|
0.4
|
|
|
Other
|
336
|
|
|
336
|
|
|
-
|
|
|
-
|
|
|
Comparable properties total
|
$
|
39,608
|
|
|
$
|
39,615
|
|
|
$
|
(7)
|
|
|
-
|
%
|
|
Recent acquisitions and sold properties
|
5,183
|
|
|
2,572
|
|
|
2,611
|
|
|
101.5
|
|
|
Total real estate taxes
|
$
|
44,791
|
|
|
$
|
42,187
|
|
|
$
|
2,604
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses
|
|
|
|
|
|
|
|
|
Healthcare
|
$
|
11,090
|
|
|
$
|
10,732
|
|
|
$
|
358
|
|
|
3.3
|
%
|
|
Industrial
|
8,127
|
|
|
7,267
|
|
|
860
|
|
|
11.8
|
|
|
Residential
|
25,579
|
|
|
24,447
|
|
|
1,132
|
|
|
4.6
|
|
|
Retail
|
7,091
|
|
|
7,134
|
|
|
(43)
|
|
|
(0.6)
|
|
|
Other
|
639
|
|
|
557
|
|
|
82
|
|
|
14.7
|
|
|
Comparable properties total
|
$
|
52,526
|
|
|
$
|
50,137
|
|
|
$
|
2,389
|
|
|
4.8
|
%
|
|
Recent acquisitions and sold properties
|
7,336
|
|
|
5,905
|
|
|
1,431
|
|
|
24.2
|
|
|
Total property operating expenses
|
$
|
59,862
|
|
|
$
|
56,042
|
|
|
$
|
3,820
|
|
|
6.8
|
%
|
|
Total operating expenses
|
$
|
104,653
|
|
|
$
|
98,229
|
|
|
$
|
6,424
|
|
|
6.5
|
%
|
Real estate taxes at comparable properties decreased by $7 for the nine months ended September 30, 2025 as compared to the same period in 2024. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estate taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases.
Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties increased by $2,389 during the nine months ended September 30, 2025 compared to the same period in 2024. The increases generally relate to higher repairs and maintenance projects, increased insurance costs, increased property management fees due to higher revenues, higher salary costs and higher utility costs in some markets.
The following chart sets forth revenues and expenses not directly related to the operations of the reportable segments for the nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2025
|
|
Nine Months Ended September 30, 2024
|
|
$
Change
|
|
%
Change
|
|
Property general and administrative
|
$
|
(2,642)
|
|
|
$
|
(3,033)
|
|
|
$
|
391
|
|
|
(12.9)
|
%
|
|
Advisor fees
|
(30,341)
|
|
|
(30,506)
|
|
|
165
|
|
|
(0.5)
|
|
|
Company level expenses
|
(6,307)
|
|
|
(5,134)
|
|
|
(1,173)
|
|
|
22.8
|
|
|
Provision for impairment of real estate
|
(278)
|
|
|
(9,635)
|
|
|
9,357
|
|
|
(97.1)
|
|
|
Depreciation and amortization
|
(117,810)
|
|
|
(109,859)
|
|
|
(7,951)
|
|
|
7.2
|
|
|
Interest expense
|
(61,670)
|
|
|
(73,311)
|
|
|
11,641
|
|
|
(15.9)
|
|
|
Unrealized loss on financial obligation
|
(30,613)
|
|
|
(4,434)
|
|
|
(26,179)
|
|
|
590.4
|
|
|
Loss from unconsolidated affiliates and fund investments
|
(3,127)
|
|
|
(10,156)
|
|
|
7,029
|
|
|
(69.2)
|
|
|
Investment income on marketable securities
|
-
|
|
|
989
|
|
|
(989)
|
|
|
(100.0)
|
|
|
Net realized loss upon sale of marketable securities
|
-
|
|
|
(5,015)
|
|
|
5,015
|
|
|
(100.0)
|
|
|
Gain (loss) on disposition of property and extinguishment of debt, net
|
2,371
|
|
|
(37)
|
|
|
2,408
|
|
|
(6,508)
|
|
|
Total revenue and expenses
|
$
|
(250,417)
|
|
|
$
|
(250,131)
|
|
|
$
|
(286)
|
|
|
0.1
|
%
|
Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses decreased during the nine months ended September 30, 2025 as compared to the same period in 2024 by $391 primarily due to a decrease in property level legal expenses.
Advisor fees relate to the fixed advisory and performance fees earned by the Advisor. Fixed fees increase or decrease based on changes in our NAV, which will be primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, where in our Advisor will receive 10% of the excess total return above the 7% threshold. The decrease in advisor fees of $165 for the nine months ended September 30, 2025 as compared to the same period in 2024 is primarily related to a decrease in NAV.
Company level expenses relate mainly to our compliance and administration related costs. The increase for the nine months ended September 30, 2025 when compared to 2024 is primarily related to higher professional fees.
Provision for impairment of real estate relates to real estate investments where the estimated future undiscounted cash flows during our hold period have decreased below the carrying value of the property. A provision for impairment of real estate is recorded to write the property down from its carrying value to its fair value. We recorded a provision for impairment of $278 during the three months ended September 30, 2025 related to individual homes within the Single-Family Rental Portfolio I that are in the process of being sold.
Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. Depreciation and amortization expense increased by $7,951 for the nine months ended September 30, 2025 as compared to the same period in 2024 primarily due to the consolidation of Single-Family Rental Portfolio I on April 23, 2025 and other acquisitions.
Interest expense decreased by $11,641 for the nine months ended September 30, 2025 as compared to the same period in 2024 as a result of approximately $11,500 of lower interest expense related to a lower overall balance on our Credit Facility and mortgage loans that were extinguished. Additionally, we incurred approximately $7,600 lower interest expense, including interest income upon exercising our fair market value purchase on the financial obligations related to the DST Program, as well as non-cash interest expense and interest income on properties deemed probable for repurchase. The decrease in interest expense was offset by changes in fair value on our interest rate cap, swaps and collars in the amount of approximately $6,300 during the nine months ended September 30, 2025 compared to the same period in 2024.
Unrealized loss on financial obligation relates to changes in the fair value of our financial obligation for the various DST Programs that we have elected the fair value option for. We recorded an unrealized loss on financial obligation of $30,613 for the nine months ended September 30, 2025 and $4,434 for the same period in 2024.
Loss from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, The Huntington, Siena Suwanee Town Center and Kingston at McLean Crossing as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio and Single-Family Rental Portfolio I. During the nine months ended September 30, 2025, we recorded an $11,261 increase in the fair value of our investment in Single-Family Rental Portfolio I as compared to a $13,803 increase in the fair value during the same period in 2024. We also incurred $2,506 of costs related to restructuring the joint venture. During the nine months ended September 30, 2025, we recorded a $13,149 decrease in the fair value in the NYC Retail Portfolio as compared to a $8,434 decrease in the fair value during the same period in 2024. Additionally, during the nine months ended September 30, 2025, we recorded an impairment charge related to our investment in Pioneer Tower in the amount of $917 as compared to $21,100 during the same period in 2024 as the carrying value of the investment exceeded its estimated fair value.
Investment income on marketable securities relate to dividends earned on our portfolio of publicly traded REIT securities. We earned $989 during the nine months ended September 30, 2024.
Net realized loss upon the sale of marketable securities relate to sales of individual stocks within our portfolio of publicly traded REIT stocks. We recorded a realized loss of $5,015 during the nine months ended September 30, 2024.
Gain on disposition of property and extinguishment of debt, net of $2,371 in the nine months year ended September 30, 2025 relates to the sale of 237 Via Vera Cruz, individual houses within our Single-Family Portfolio I and the early extinguishment of debt on Pinecone Apartments and Miramont Apartments.
Funds From Operations
Consistent with real estate industry and investment community preferences, we consider funds from operations ("FFO") as a supplemental measure of the operating performance for a real estate investment trust and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income attributable to the Company (computed in accordance with GAAP), excluding gains or losses from cumulative effects of accounting changes, extraordinary items, impairment write-downs of depreciable real estate and sales of properties, plus real estate related depreciation and amortization and after adjustments for these items related to noncontrolling interests and unconsolidated affiliates.
FFO does not give effect to real estate depreciation and amortization because these amounts are computed to allocate the cost of a property over its useful life. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO provides stockholders with an additional view of our operating performance. We also use Adjusted FFO ("AFFO") as a supplemental measure of operating performance. We define AFFO as FFO adjusted for straight-line rental income, amortization of above- and below-market leases, amortization of net premium or discount on assumed debt, gains or losses on derivative instruments and the extinguishment or modification of debt, adjustments for investments accounted for under the fair value option, net unrealized change in fair value of investments in marketable securities, acquisition expenses and adjustments for DST Properties. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO and AFFO provide investors with an additional view of our operating performance.
In order to provide a better understanding of the relationship between FFO, AFFO and GAAP net income, the most directly comparable GAAP financial reporting measure, we have provided reconciliations of GAAP net income attributable to JLL Income Property Trust, Inc. to FFO and FFO to AFFO. FFO and AFFO do not represent cash flow from operating activities in accordance with GAAP, should not be considered as an alternative to GAAP net income and are not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to more comprehensively understand our operating performance, FFO and AFFO should be considered along with our reported net income attributable to JLL Income Property Trust, Inc. and our cash flows in accordance with GAAP, as presented in our consolidated financial statements. Our presentations of FFO and AFFO are not necessarily comparable to the similarly titled measures of other REITs due to the fact that not all REITs use the same definitions.
The following table presents a reconciliation of net income to NAREIT FFO for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of net income to NAREIT FFO
|
Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2024
|
|
Nine Months Ended September 30, 2025
|
|
Nine Months Ended September 30, 2024
|
|
Net (loss) income attributable to JLL Income Property Trust, Inc.
|
$
|
(8,902)
|
|
|
$
|
(21,174)
|
|
|
$
|
(17,336)
|
|
|
$
|
(32,807)
|
|
|
Real estate depreciation and amortization (1)
|
33,490
|
|
|
31,781
|
|
|
96,868
|
|
|
97,378
|
|
|
Loss (gain) on disposition of property and unrealized loss on investment in unconsolidated real estate affiliate (1)
|
3,651
|
|
|
5,243
|
|
|
1,611
|
|
|
(4,805)
|
|
|
Impairment of depreciable real estate (1)
|
47
|
|
|
7,812
|
|
|
945
|
|
|
25,106
|
|
|
NAREIT FFO attributable to JLL Income Property Trust, Inc. Common Stockholders
|
$
|
28,286
|
|
|
$
|
23,662
|
|
|
$
|
82,088
|
|
|
$
|
84,872
|
|
|
Weighted average shares outstanding, basic and diluted
|
216,747,168
|
|
|
220,627,706
|
|
|
221,120,115
|
|
|
225,210,139
|
|
|
NAREIT FFO per share, basic and diluted
|
$
|
0.13
|
|
|
$
|
0.11
|
|
|
$
|
0.37
|
|
|
$
|
0.38
|
|
________
(1) Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates and our operating partnership for all periods.
We believe AFFO is useful to investors because it provides supplemental information regarding the performance of our portfolio over time.
The following table presents a reconciliation of NAREIT FFO to AFFO for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of NAREIT FFO to AFFO
|
Three Months Ended September 30, 2025
|
|
Three Months Ended September 30, 2024
|
|
Nine Months Ended September 30, 2025
|
|
Nine Months Ended September 30, 2024
|
|
NAREIT FFO attributable to JLL Income Property Trust, Inc.
|
$
|
28,286
|
|
|
$
|
23,662
|
|
|
$
|
82,088
|
|
|
$
|
84,872
|
|
|
Straight-line rental income (1)
|
(1,397)
|
|
|
(913)
|
|
|
(3,737)
|
|
|
(2,775)
|
|
|
Amortization of above- and below-market leases (1)
|
(895)
|
|
|
(909)
|
|
|
(2,957)
|
|
|
(3,205)
|
|
|
Amortization of net discount on assumed debt (1)
|
174
|
|
|
(96)
|
|
|
549
|
|
|
(327)
|
|
|
Loss (gain) on derivative instruments and extinguishment or modification of debt (1)
|
2,358
|
|
|
11,809
|
|
|
8,939
|
|
|
4,786
|
|
|
Adjustment for investments accounted for under the fair value option (2)
|
(245)
|
|
|
346
|
|
|
2,091
|
|
|
6,940
|
|
|
Net change in fair value of investment in marketable securities (1)
|
-
|
|
|
-
|
|
|
-
|
|
|
4,260
|
|
|
Acquisition expenses (1)
|
(10)
|
|
|
-
|
|
|
58
|
|
|
-
|
|
|
Adjustment for DST Properties (3)
|
(6,354)
|
|
|
(13,202)
|
|
|
(14,960)
|
|
|
(22,517)
|
|
|
AFFO attributable to JLL Income Property Trust, Inc. Common Stockholders
|
$
|
21,917
|
|
|
$
|
20,697
|
|
|
$
|
72,071
|
|
|
$
|
72,034
|
|
|
Weighted average shares outstanding, basic and diluted
|
216,747,168
|
|
|
220,627,706
|
|
|
221,120,115
|
|
|
225,210,139
|
|
|
AFFO per share, basic and diluted
|
$
|
0.10
|
|
|
$
|
0.09
|
|
|
$
|
0.33
|
|
|
$
|
0.32
|
|
________
(1) Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates and our operating partnership.
(2) Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio and Single-Family Rental Portfolio I.
(3) Adjustments to reflect the AFFO attributable to the Company for DST Properties, including non-cash interest expense related to the FMV Purchase Option.
NAV as of September 30, 2025
The following table provides a breakdown of the major components of our NAV as of September 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025
|
|
Component of NAV
|
Class A Shares
|
|
Class M Shares
|
|
Class A-I Shares
|
|
Class M-I Shares
|
|
Class D Shares
|
|
Total
|
|
Real estate investments (1)
|
$
|
1,554,482
|
|
|
$
|
372,871
|
|
|
$
|
49,914
|
|
|
$
|
1,891,186
|
|
|
$
|
209,540
|
|
|
$
|
4,077,993
|
|
|
Debt
|
(650,711)
|
|
|
(156,085)
|
|
|
(20,894)
|
|
|
(791,656)
|
|
|
(87,714)
|
|
|
(1,707,060)
|
|
|
Other assets and liabilities, net
|
28,365
|
|
|
6,804
|
|
|
911
|
|
|
34,509
|
|
|
3,824
|
|
|
74,413
|
|
|
Estimated enterprise value premium
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
NAV
|
$
|
932,136
|
|
|
$
|
223,590
|
|
|
$
|
29,931
|
|
|
$
|
1,134,039
|
|
|
$
|
125,650
|
|
|
$
|
2,445,346
|
|
|
Number of outstanding shares
|
82,557,292
|
|
|
19,775,885
|
|
|
2,643,543
|
|
|
100,356,225
|
|
|
11,133,373
|
|
|
|
|
NAV per share
|
$
|
11.29
|
|
|
$
|
11.31
|
|
|
$
|
11.32
|
|
|
$
|
11.30
|
|
|
$
|
11.29
|
|
|
|
________
(1)The value of our real estate investments was less than the historical cost by 0.4% as of September 30, 2025.
The following table provides a breakdown of the major components of our NAV as of December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024
|
|
Component of NAV
|
Class A Shares
|
|
Class M Shares
|
|
Class A-I Shares
|
|
Class M-I Shares
|
|
Class D Shares
|
|
Total
|
|
Real estate investments (1)
|
$
|
1,662,246
|
|
|
$
|
382,103
|
|
|
$
|
55,768
|
|
|
$
|
1,941,124
|
|
|
$
|
44,864
|
|
|
$
|
4,086,105
|
|
|
Debt
|
(674,430)
|
|
|
(155,032)
|
|
|
(22,627)
|
|
|
(787,580)
|
|
|
(18,203)
|
|
|
(1,657,872)
|
|
|
Other assets and liabilities, net
|
33,765
|
|
|
7,762
|
|
|
1,133
|
|
|
39,429
|
|
|
911
|
|
|
83,000
|
|
|
Estimated enterprise value premium
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
None assumed
|
|
NAV
|
$
|
1,021,581
|
|
|
$
|
234,833
|
|
|
$
|
34,274
|
|
|
$
|
1,192,973
|
|
|
$
|
27,572
|
|
|
$
|
2,511,233
|
|
|
Number of outstanding shares
|
89,137,711
|
|
|
20,462,037
|
|
|
2,982,425
|
|
|
103,999,019
|
|
|
2,407,370
|
|
|
|
|
NAV per share
|
$
|
11.46
|
|
|
$
|
11.48
|
|
|
$
|
11.49
|
|
|
$
|
11.47
|
|
|
$
|
11.45
|
|
|
|
________
(1)The value of our real estate investments was less than the historical cost by 1.0% as of December 31, 2024.
The decrease in NAV per share from December 31, 2024 to September 30, 2025, was related to the payment of our quarterly dividends. Our NAV for the different share classes is reduced by normal and recurring class-specific fees and offering and organization costs.
The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of September 30, 2025:
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Healthcare
|
|
Industrial
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|
Traditional Office
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Residential
|
|
Retail
|
|
Other(1)
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|
Total
Company
|
|
Exit capitalization rate
|
5.8
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%
|
|
5.6
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%
|
|
6.9
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%
|
|
5.4
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%
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|
6.0
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%
|
|
6.5
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%
|
|
5.6
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%
|
|
Discount rate/internal rate of return (IRR)
|
7.3
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|
|
7.3
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|
|
8.6
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|
|
7.0
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|
|
7.6
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|
8.3
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|
|
7.3
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Annual market rent growth rate
|
3.0
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|
3.1
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|
|
2.6
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|
3.3
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|
3.0
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3.0
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3.1
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Holding period (years)
|
10.0
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|
10.4
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|
10.0
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10.0
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10.0
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18.1
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10.2
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________
(1) Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.
The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of December 31, 2024:
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Healthcare
|
|
Industrial
|
|
Traditional Office
|
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Residential
|
|
Retail
|
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Other(1)
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|
Total
Company
|
|
Exit capitalization rate
|
5.7
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%
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|
5.6
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%
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6.8
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%
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5.3
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%
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5.9
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%
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6.5
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%
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|
5.6
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%
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|
Discount rate/internal rate of return (IRR)
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7.4
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7.3
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8.6
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7.0
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7.5
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8.1
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7.2
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Annual market rent growth rate
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3.0
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3.1
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2.6
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3.1
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2.9
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3.0
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3.0
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Holding period (years)
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10.0
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10.1
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10.0
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10.0
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10.0
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18.4
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10.1
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________
(1) Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease, the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.
While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our real estate investment value:
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Input
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|
September 30, 2025
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December 31, 2024
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Discount Rate - weighted average
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0.25% increase
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|
(1.8)
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%
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(1.9)
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%
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Exit Capitalization Rate - weighted average
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|
0.25% increase
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(2.6)
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(2.8)
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Annual market rent growth rate - weighted average
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0.25% decrease
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(1.6)
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(1.8)
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The fair value of our mortgage notes and other debt payable was estimated to be approximately $62,085 and $126,000 lower than the carrying values at September 30, 2025 and December 31, 2024, respectively. The NAV per share would have increased by $0.21 and by $0.46 per share at September 30, 2025 and December 31, 2024, respectively, if we were to have included the fair value of our mortgage notes and other debt payable in our methodology to determine NAV.
The selling commission and dealer manager fee are offering costs and are recorded as a reduction of capital in excess of par value. Selling commissions are paid on the date of sale of our common stock. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Dealer manager fees payable are included in Accrued offering costs on our Consolidated Balance Sheets. Dealer manager fees payable as of September 30, 2025 and December 31, 2024 were $199,813 and $177,191, respectively.
The following table reconciles stockholders' equity per our Consolidated Balance Sheet to our NAV:
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September 30, 2025
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Stockholders' equity under GAAP
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$
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1,411,874
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Adjustments:
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Accrued dealer manager fees (1)
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199,813
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Organization and offering costs (2)
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442
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Unrealized real estate appreciation (2)
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66,388
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Accumulated depreciation, amortization and other (3)
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766,829
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NAV
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$
|
2,445,346
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|
________
(1) Accrued dealer manager fees represents the accrual for future dealer manager fees for Class A, Class M and Class A-I shares. We accrue all future dealer manager fees up to the 10% regulatory limit on the date of sale of our common stock as an offering cost. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee.
(2) Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. As such, any increases in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.
(3) We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we make other fair value adjustments to our NAV to account for differences with historical cost GAAP; an example would be straight-line rent revenue.
Limitations and Risks
As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Our valuation methodology may not result in the determination of the fair value of our net assets as our mortgage notes and other debt payable are valued at cost. Different parties with different assumptions and estimates could derive a different NAV per share. Accordingly, with respect to our NAV per share, we can provide no assurance that:
•a stockholder would be able to realize this NAV per share upon attempting to resell his or her shares;
•we would be able to achieve for our stockholders the NAV per share upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio or merging with another company; or
•the NAV per share, or the methodologies relied upon to estimate the NAV per share, will be found by any regulatory authority to comply with any regulatory requirements.
Furthermore, the NAV per share was calculated as of a particular point in time. The NAV per share will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities and attributes specific to the properties and leases within our portfolio.
Liquidity and Capital Resources
Our primary uses and sources of cash are as follows:
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Uses
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Sources
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Short-term liquidity and capital needs such as:
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•
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Operating cash flow, including the receipt of distributions of our share of cash flow produced by our unconsolidated real estate affiliates and fund investment
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•
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Interest payments on debt
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•
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Distributions to stockholders
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•
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Proceeds from secured loans collateralized by individual properties
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•
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Fees payable to our Advisor
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•
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Minor improvements made to individual properties that are not recoverable through expense recoveries or common area maintenance charges to tenants
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•
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Proceeds from our Credit Facility
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•
|
Sales of our shares in our public and private offerings
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|
•
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General and administrative costs
|
|
•
|
Sales of real estate investments
|
|
•
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Costs associated with capital raising in our continuous public offering, private offering and DST Program
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|
•
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Draws from lender escrow accounts
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•
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Other company level expenses
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|
•
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Sales of beneficial interests in the DST Program
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|
•
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Lender escrow accounts for real estate taxes, insurance, and capital expenditures
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•
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Fees payable to our Dealer Manager
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Longer-term liquidity and capital needs such as:
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•
|
Acquisitions of real estate investments
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•
|
Expansion of existing properties
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•
|
Tenant improvements and leasing commissions
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•
|
Issuance of mortgage notes receivable
|
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|
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•
|
Debt repayment requirements, including both principal and interest
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•
|
Repurchases of our shares pursuant to our share repurchase plan
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•
|
Fees payable to our Advisor
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•
|
Fees payable to our Dealer Manager
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|
The sources and uses of cash for the nine months ended September 30, 2025 and 2024 were as follows:
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|
Nine Months Ended September 30, 2025
|
|
Nine Months Ended September 30, 2024
|
|
$ Change
|
|
Net cash provided by operating activities
|
$
|
106,538
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|
|
$
|
95,402
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|
|
$
|
11,136
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|
|
Net cash (used in) provided by investing activities
|
(355,462)
|
|
|
53,530
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|
|
(408,992)
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|
|
Net cash provided by (used in) financing activities
|
276,707
|
|
|
(144,019)
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|
|
420,726
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|
Net cash provided by operating activities increased by $11,136 for the nine months ended September 30, 2025 as compared to the same period in 2024. The increase in cash from operating activities is primarily due to lower interest expense paid of approximately $11,000 during the nine months ended September 30, 2025 as compared to the same period in 2024 plus the impact from acquisitions. Offsetting this was a $8,225 payment for entering into an interest rate cap agreement during the nine months ended September 30, 2025.
Net cash (used in) provided by investing activities decreased by $408,992 for the nine months ended September 30, 2025 as compared to the same period in 2024. The decrease is primarily related to over $350,000 of increased acquisitions during the nine months ended September 30, 2025 as compared to the same period of 2024 as well as approximately $60,000 of lower cash received from sales of real estate investments.
Net cash provided by (used in) financing activities increased by $420,726 for the nine months ended September 30, 2025 as compared to the same period in 2024. The change is primarily related to $440,770 higher net proceeds from mortgage note payables and our Credit Facility during the nine months ended September 30, 2025 as compared to the same period of 2024, as well as an increase in higher net capital raised of $38,210. Offsetting the increases were higher distributions paid to noncontrolling interests of $48,427 during the nine months ended September 30, 2025 as compared to the same period in 2024.
Financing
We have relied primarily on fixed-rate financing, locking in what were favorable spreads between real estate income yields and mortgage interest rates and have tried to maintain a balanced schedule of debt maturities. We also use interest rate derivatives to manage our exposure to interest rate movements of our variable rate debt. The following consolidated debt table provides information on the outstanding principal balances and the weighted average interest rates at September 30, 2025 and December 31, 2024:
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Consolidated Debt
|
|
|
September 30, 2025
|
|
December 31, 2024
|
|
|
Principal
Balance
|
|
Weighted Average Interest Rate
|
|
Principal
Balance
|
|
Weighted Average Interest Rate
|
|
Fixed
|
$
|
2,068,323
|
|
|
4.43
|
%
|
|
$
|
1,555,292
|
|
|
4.08
|
%
|
|
Variable
|
163,433
|
|
|
5.66
|
|
|
54,694
|
|
|
6.03
|
|
|
Total
|
$
|
2,231,756
|
|
|
4.52
|
%
|
|
$
|
1,609,986
|
|
|
4.15
|
%
|
Covenants
At September 30, 2025, we were in compliance with all debt covenants.
Commitments
We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.
From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence.
We are subject to fixed ground lease payments on South Beach Parking Garage of $126 per year until September 30, 2029, which will increase every five years by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.
The operating agreement for Grand Lakes Marketplace allows the unrelated third party joint venture partner, owning a 10% interest, to put its interest in the venture to us at a market determined value.
The operating agreement for 13500 Danielson Street, 4211 Starboard, 2840 Loker Avenue and 15890 Bernardo Center Drive allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest in the venture to us at a market determined value.
The operating agreement for our investment in Single-Family Rental Portfolio II allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting November 9, 2030.
The operating agreement for our investment in Single-Family Rental Portfolio I allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting April 15, 2033.
Distributions to Stockholders
To remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of ordinary taxable income to stockholders.
The following factors, among others, will affect operating cash flow and, accordingly, influence the decisions of our board of directors regarding distributions:
•scheduled increases in base rents of existing leases;
•changes in minimum base rents and/or overage rents attributable to replacement of existing leases with new or renewal leases;
•changes in occupancy rates at existing properties and procurement of leases for newly acquired or developed properties;
•necessary capital improvement expenditures or debt repayments at existing properties;
•ability of our tenants to pay rent as a result of their financial condition; and
•our share of distributions of operating cash flow generated by the unconsolidated real estate affiliates, less management costs and debt service on additional loans that have been or will be incurred.
We anticipate that operating cash flow, cash on hand, proceeds from dispositions of real estate investments or refinancings will provide adequate liquidity to conduct our operations, fund general and administrative expenses, fund operating costs and interest payments and allow distributions to our stockholders in accordance with the REIT qualification requirements of the Internal Revenue Code of 1986, as amended.
Sources of Distributions
The following table summarizes our distributions paid over the nine months ended September 30, 2025 and 2024:
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|
|
For the Nine Months ending September 30,
|
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|
2025
|
|
2024
|
|
Distributions:
|
|
|
|
|
Paid in cash (1)
|
$
|
68,178
|
|
|
$
|
55,736
|
|
|
Reinvested in shares
|
57,373
|
|
|
60,374
|
|
|
Total distributions
|
$
|
125,551
|
|
|
$
|
116,110
|
|
|
Source of distributions:
|
|
|
|
|
Cash flow from operating activities
|
$
|
68,178
|
|
|
$
|
55,736
|
|
|
DRIP (2)
|
57,373
|
|
|
60,374
|
|
|
Total sources of distributions
|
$
|
125,551
|
|
|
$
|
116,110
|
|
________
(1) Includes distributions paid on common stock and OP Units.
(2) Common stockholders and OP Unitholders may elect to have their distributions reinvested in shares of common stock through our DRIP.