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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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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-K. All references to numbered Notes are to specific notes to our consolidated financial statements beginning on page F-1 of this Form 10-K, and the descriptions referred to are incorporated into the applicable portion of this section by reference. References to "base rent" in this Form 10-K 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.
Our primary business is the ownership and management of a diversified portfolio of healthcare, industrial, residential, retail and other properties located in the United States and debt and equity interests backed principally by real estate, which we refer to as "real estate-related assets, " located in the United States. Over time our portfolio may be further diversified through the acquisition of properties, and real estate-related assets backed by properties, located outside the United States. It is expected that over time our real estate portfolio will be further diversified on a global basis and will be complemented further by additional investments in real estate-related assets.
We are managed by our Advisor, LaSalle, a subsidiary of our Sponsor, JLL (NYSE: JLL), a New York Stock Exchange-listed 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.
PORTFOLIO
Our investments in real estate assets as of December 31, 2025 consisted of interests in wholly owned properties and eight joint ventures. The discussions surrounding our Consolidated Properties refer to our wholly or majority owned and controlled properties (recent acquisitions refer to properties acquired in 2023-2025 based on the date acquired below). Discussions surrounding our Unconsolidated Properties refer to properties owned through joint venture arrangements or condominium interests. The following table sets forth information with respect to our real estate assets by segment as of December 31, 2025. We own a fee simple interest in all properties unless otherwise noted.
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Property Name
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Location
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%
Owned
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Year
Built
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Date Acquired
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Net Rentable
Square Feet
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Percentage
Leased
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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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100
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%
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2001
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August 27, 2004
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228,000
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100
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%
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140 Park Avenue(1)
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Florham Park, NJ
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100
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2015
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December 21, 2015
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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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100
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2015
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April 1, 2016
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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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100
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|
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1983
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July 2, 2019
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80,000
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90
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|
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9339 Genesee Ave
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San Diego, CA
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100
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|
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1983
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July 2, 2019
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81,000
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90
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Fountainhead Corporate Park
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Tempe, AZ
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100
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|
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1985
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February 6, 2020
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295,000
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85
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170 Park Avenue
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Florham Park, NJ
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100
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1998
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February 2, 2021
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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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100
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2018
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September 15, 2021
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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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100
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2021
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October 8, 2021
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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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100
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2010
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December 23, 2021
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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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100
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2021
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December 23, 2021
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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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100
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2000
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December 23, 2021
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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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100
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2021
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December 28, 2021
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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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100
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|
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2004
|
|
December 28, 2021
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32,000
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|
|
100
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Sugar Land Medical Office
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Sugar Land, TX
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100
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|
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2020
|
|
December 30, 2021
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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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100
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|
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2022
|
|
April 29, 2022
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26,000
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|
|
100
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North Boston Medical Center
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Haverhill, MA
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100
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|
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2017
|
|
June 28, 2022
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30,000
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|
|
100
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North Charlotte Medical Center
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Stanley, NC
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100
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|
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2017
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|
June 28, 2022
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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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100
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2018
|
|
July 21, 2022
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25,000
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|
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80
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Glendale Medical Center
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Los Angeles, CA
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100
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|
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2018
|
|
July 29, 2022
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20,000
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|
|
100
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|
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6300 Dumbarton Circle
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Fremont, CA
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|
100
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|
|
1990
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September 15, 2022
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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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|
100
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|
|
1990
|
|
September 15, 2022
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|
88,000
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|
|
100
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|
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Greater Sacramento Medical Center
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Rancho Cordova, CA
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|
100
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|
|
2012
|
|
September 16, 2022
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|
18,000
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|
|
100
|
|
|
Naperville Medical Center
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|
Naperville, IL
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|
100
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|
|
2014
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|
March 28, 2025
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|
39,000
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|
|
100
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|
|
3000 University Center Drive
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|
Tampa, FL
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|
100
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|
|
1987
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December 12, 2025
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|
133,000
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|
|
100
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|
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Industrial Segment:
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Kendall Distribution Center
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Atlanta, GA
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100
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%
|
|
2002
|
|
June 30, 2005
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|
409,000
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100
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%
|
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Suwanee Distribution Center
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|
Suwanee, GA
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|
100
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|
|
2013
|
|
June 28, 2013
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|
559,000
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|
|
100
|
|
|
Grand Prairie Distribution Center(1)
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|
|
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3325 West Trinity Boulevard
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|
Grand Prairie, TX
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|
100
|
|
|
2013
|
|
January 22, 2014
|
|
277,000
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|
|
100
|
|
|
3324 West Trinity Boulevard
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|
Grand Prairie, TX
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|
100
|
|
|
2015
|
|
May 31, 2019
|
|
145,000
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|
|
100
|
|
|
Charlotte Distribution Center
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|
Charlotte, NC
|
|
100
|
|
|
1991
|
|
June 27, 2014
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|
347,000
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|
|
100
|
|
|
DFW Distribution Center(1)
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|
|
|
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|
|
|
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|
|
|
|
4050 Corporate Drive
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|
Grapevine, TX
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|
100
|
|
|
1996
|
|
April 15, 2015
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|
441,000
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|
|
100
|
|
|
4055 Corporate Drive
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|
Grapevine, TX
|
|
100
|
|
|
1996
|
|
April 15, 2015
|
|
202,000
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|
|
100
|
|
|
O'Hare Industrial Portfolio
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|
|
|
|
|
|
|
|
|
|
|
|
|
200 Lewis
|
|
Wood Dale, IL
|
|
100
|
|
|
1985
|
|
September 30, 2015
|
|
31,000
|
|
|
100
|
|
|
1225 Michael Drive
|
|
Wood Dale, IL
|
|
100
|
|
|
1985
|
|
September 30, 2015
|
|
109,000
|
|
|
100
|
|
|
1300 Michael Drive
|
|
Wood Dale, IL
|
|
100
|
|
|
1985
|
|
September 30, 2015
|
|
71,000
|
|
|
100
|
|
|
1301 Mittel Drive
|
|
Wood Dale, IL
|
|
100
|
|
|
1985
|
|
September 30, 2015
|
|
53,000
|
|
|
100
|
|
|
1350 Michael Drive
|
|
Wood Dale, IL
|
|
100
|
|
|
1985
|
|
September 30, 2015
|
|
56,000
|
|
|
100
|
|
|
2501 Allan Drive
|
|
Elk Grove, IL
|
|
100
|
|
|
1985
|
|
September 30, 2015
|
|
198,000
|
|
|
100
|
|
|
2601 Allan Drive
|
|
Elk Grove, IL
|
|
100
|
|
|
1985
|
|
September 30, 2015
|
|
124,000
|
|
|
100
|
|
|
Tampa Distribution Center
|
|
Tampa, FL
|
|
100
|
|
|
2009
|
|
April 11, 2016
|
|
386,000
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aurora Distribution Center
|
|
Aurora, IL
|
|
100
|
|
|
2016
|
|
May 19, 2016
|
|
305,000
|
|
|
100
|
|
|
Valencia Industrial Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28150 West Harrison Parkway
|
|
Valencia, CA
|
|
100
|
|
|
1997
|
|
June 29, 2016
|
|
87,000
|
|
|
100
|
|
|
28145 West Harrison Parkway
|
|
Valencia, CA
|
|
100
|
|
|
1997
|
|
June 29, 2016
|
|
114,000
|
|
|
100
|
|
|
28904 Paine Avenue
|
|
Valencia, CA
|
|
100
|
|
|
1999
|
|
June 29, 2016
|
|
117,000
|
|
|
100
|
|
|
25045 Tibbitts Avenue
|
|
Santa Clarita, CA
|
|
100
|
|
|
1988
|
|
June 29, 2016
|
|
142,000
|
|
|
100
|
|
|
Mason Mill Distribution Center
|
|
Buford, GA
|
|
100
|
|
|
2016
|
|
December 20, 2017
|
|
340,000
|
|
|
100
|
|
|
Fremont Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45275 Northport Court
|
|
Fremont, CA
|
|
100
|
|
|
1991
|
|
March 29, 2019
|
|
117,000
|
|
|
100
|
|
|
45630 Northport Loop East
|
|
Fremont, CA
|
|
100
|
|
|
1995
|
|
March 29, 2019
|
|
120,000
|
|
|
100
|
|
|
Taunton Distribution Center(1)
|
|
Taunton, MA
|
|
100
|
|
|
2016
|
|
August 23, 2019
|
|
200,000
|
|
|
100
|
|
|
Chandler Distribution Center(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1725 East Germann Road
|
|
Chandler, AZ
|
|
100
|
|
|
2016
|
|
December 5, 2019
|
|
122,000
|
|
|
100
|
|
|
1825 East Germann Road
|
|
Chandler, AZ
|
|
100
|
|
|
2016
|
|
December 5, 2019
|
|
89,000
|
|
|
100
|
|
|
Fort Worth Distributiom Center
|
|
Fort Worth, TX
|
|
100
|
|
|
2020
|
|
October 23, 2020
|
|
351,000
|
|
|
100
|
|
|
Whitestown Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4993 Anson Boulevard
|
|
Whitestown, IN
|
|
100
|
|
|
2020
|
|
December 11, 2020
|
|
280,000
|
|
|
100
|
|
|
5102 E 500 South
|
|
Whitestown, IN
|
|
100
|
|
|
2020
|
|
December 11, 2020
|
|
440,000
|
|
|
100
|
|
|
Louisville Distribution Center(1)
|
|
Shepherdsville, KY
|
|
100
|
|
|
2020
|
|
January 21, 2021
|
|
1,040,000
|
|
|
100
|
|
|
Southeast Phoenix Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6511 West Frye Road
|
|
Chandler, AZ
|
|
100
|
|
|
2019
|
|
February 23, 2021
|
|
102,000
|
|
|
100
|
|
|
6565 West Frye Road
|
|
Chandler, AZ
|
|
100
|
|
|
2019
|
|
February 23, 2021
|
|
118,000
|
|
|
100
|
|
|
6615 West Frye Road
|
|
Chandler, AZ
|
|
100
|
|
|
2019
|
|
February 23, 2021
|
|
136,000
|
|
|
100
|
|
|
6677 West Frye Road
|
|
Chandler, AZ
|
|
100
|
|
|
2019
|
|
February 23, 2021
|
|
118,000
|
|
|
100
|
|
|
6635 West Frye Road
|
|
Chandler, AZ
|
|
100
|
|
|
2019
|
|
June 8, 2022
|
|
105,000
|
|
|
100
|
|
|
6575 West Frye Road
|
|
Chandler, AZ
|
|
100
|
|
|
2019
|
|
June 8, 2022
|
|
140,000
|
|
|
100
|
|
|
Louisville Airport Distribution Center
|
|
Louisville, KY
|
|
100
|
|
|
2020
|
|
June 24, 2021
|
|
284,000
|
|
|
100
|
|
|
13500 Danielson Street(2)
|
|
Poway, CA
|
|
95
|
|
|
1997
|
|
July 2, 2021
|
|
73,000
|
|
|
100
|
|
|
4211 Starboard(2)
|
|
Fremont, CA
|
|
95
|
|
|
1997
|
|
July 9, 2021
|
|
130,000
|
|
|
100
|
|
|
5 National Way
|
|
Durham, NC
|
|
100
|
|
|
2020
|
|
September 28, 2021
|
|
188,000
|
|
|
100
|
|
|
47 National Way(1)
|
|
Durham, NC
|
|
100
|
|
|
2020
|
|
September 28, 2021
|
|
187,000
|
|
|
100
|
|
|
Friendship Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4627 Distribution Pkwy
|
|
Buford, GA
|
|
100
|
|
|
2020
|
|
October 20, 2021
|
|
126,000
|
|
|
100
|
|
|
4630 Distribution Pkwy
|
|
Buford, GA
|
|
100
|
|
|
2020
|
|
October 20, 2021
|
|
149,000
|
|
|
100
|
|
|
4646 Distribution Pkwy
|
|
Buford, GA
|
|
100
|
|
|
2020
|
|
October 20, 2021
|
|
102,000
|
|
|
100
|
|
|
4651 Distribution Pkwy
|
|
Buford, GA
|
|
100
|
|
|
2020
|
|
October 20, 2021
|
|
272,000
|
|
|
100
|
|
|
South San Diego Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Sanyo Avenue
|
|
San Diego, CA
|
|
100
|
|
|
1987
|
|
October 28, 2021
|
|
320,000
|
|
|
17
|
|
|
2055 Sanyo Avenue
|
|
San Diego, CA
|
|
100
|
|
|
1991
|
|
October 28, 2021
|
|
209,000
|
|
|
58
|
|
|
2065 Sanyo Avenue
|
|
San Diego, CA
|
|
100
|
|
|
2020
|
|
October 28, 2021
|
|
136,000
|
|
|
100
|
|
|
1755 Britannia Drive(1)
|
|
Elgin, IL
|
|
100
|
|
|
2020
|
|
November 16, 2021
|
|
80,000
|
|
|
100
|
|
|
2451 Bath Road(1)
|
|
Elgin, IL
|
|
100
|
|
|
2020
|
|
November 16, 2021
|
|
327,000
|
|
|
100
|
|
|
687 Conestoga Parkway
|
|
Shepherdsville, KY
|
|
100
|
|
|
2021
|
|
November 17, 2021
|
|
327,000
|
|
|
100
|
|
|
2840 Loker Avenue(2)
|
|
Carlsbad, CA
|
|
95
|
|
|
1998
|
|
November 30, 2021
|
|
104,000
|
|
|
100
|
|
|
15890 Bernardo Center Drive(2)
|
|
San Diego, CA
|
|
95
|
|
|
1991
|
|
November 30, 2021
|
|
48,000
|
|
|
100
|
|
|
Northeast Atlanta Distribution Center
|
|
Jefferson, GA
|
|
100
|
|
|
2016
|
|
April 8, 2022
|
|
459,000
|
|
|
100
|
|
|
West Phoenix Distribution Center
|
|
Glendale, AZ
|
|
100
|
|
|
2022
|
|
September 30, 2022
|
|
1,200,000
|
|
|
100
|
|
|
Puget Sound Distribution Center
|
|
Lacey, WA
|
|
100
|
|
|
2021
|
|
October 6, 2022
|
|
142,000
|
|
|
73
|
|
|
Louisville Logistics Center(1)
|
|
Shepherdsville, KY
|
|
100
|
|
|
2022
|
|
April 10, 2023
|
|
1,043,000
|
|
|
100
|
|
|
Minneapolis Distribution Center
|
|
Maple Grove, MN
|
|
100
|
|
|
2022
|
|
November 19, 2024
|
|
443,000
|
|
|
100
|
|
|
Richmond Distribution Center
|
|
Richmond, VA
|
|
100
|
|
|
2022
|
|
March 5, 2025
|
|
279,000
|
|
|
100
|
|
|
Glendale Distribution Center(1)
|
|
Glendale, AZ
|
|
100
|
|
|
2024
|
|
July 29, 2025
|
|
1,024,000
|
|
|
100
|
|
|
West Raleigh Distribution Center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
895 Gateway Drive
|
|
Apex, NC
|
|
100
|
|
|
2024
|
|
September 10, 2025
|
|
138,000
|
|
|
100
|
|
|
875 Gateway Drive
|
|
Apex, NC
|
|
100
|
|
|
2024
|
|
September 10, 2025
|
|
176,000
|
|
|
100
|
|
|
3550 Brightleaf Lane
|
|
Apex, NC
|
|
100
|
|
|
2024
|
|
September 10, 2025
|
|
138,000
|
|
|
100
|
|
|
3560 Brightleaf Lane
|
|
Apex, NC
|
|
100
|
|
|
2024
|
|
September 10, 2025
|
|
206,000
|
|
|
27
|
|
|
3530 Brightleaf Lane
|
|
Apex, NC
|
|
100
|
|
|
2024
|
|
September 10, 2025
|
|
327,000
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Townlake of Coppell(1)
|
|
Coppell, TX
|
|
100
|
%
|
|
1986
|
|
May 22, 2015
|
|
351,000
|
|
|
94
|
%
|
|
AQ Rittenhouse
|
|
Philadelphia, PA
|
|
100
|
|
|
2015
|
|
July 30, 2015
|
|
92,000
|
|
|
90
|
|
|
Lane Parke Apartments
|
|
Mountain Brook, AL
|
|
100
|
|
|
2014
|
|
May 26, 2016
|
|
263,000
|
|
|
92
|
|
|
Dylan Point Loma(3)
|
|
San Diego, CA
|
|
100
|
|
|
2016
|
|
August 9, 2016
|
|
204,000
|
|
|
94
|
|
|
The Penfield
|
|
St. Paul, MN
|
|
100
|
|
|
2013
|
|
September 22, 2016
|
|
245,000
|
|
|
94
|
|
|
Jory Trail at the Grove(1)
|
|
Wilsonville, OR
|
|
100
|
|
|
2012
|
|
July 14, 2017
|
|
315,000
|
|
|
93
|
|
|
The Reserve at Johns Creek
|
|
Johns Creek, GA
|
|
100
|
|
|
2007
|
|
July 28, 2017
|
|
244,000
|
|
|
94
|
|
|
Villas at Legacy
|
|
Plano, TX
|
|
100
|
|
|
1999
|
|
June 6, 2018
|
|
340,000
|
|
|
95
|
|
|
Summit at San Marcos
|
|
Chandler, AZ
|
|
100
|
|
|
2018
|
|
July 31, 2019
|
|
257,000
|
|
|
92
|
|
|
Haven North Andover(1)
|
|
North Andover, MA
|
|
100
|
|
|
2019
|
|
May 3, 2021
|
|
204,000
|
|
|
95
|
|
|
The Preserve at the Meadows
|
|
Fort Collins, CO
|
|
100
|
|
|
2001
|
|
August 23, 2021
|
|
208,000
|
|
|
95
|
|
|
The Rockwell
|
|
Berlin, MA
|
|
100
|
|
|
2020
|
|
August 31, 2021
|
|
233,000
|
|
|
93
|
|
|
Miramont(1)
|
|
Fort Collins, CO
|
|
100
|
|
|
1995
|
|
September 29, 2021
|
|
212,000
|
|
|
95
|
|
|
Pinecone(1)
|
|
Fort Collins, CO
|
|
100
|
|
|
1993
|
|
September 29, 2021
|
|
176,000
|
|
|
93
|
|
|
Reserve at Venice
|
|
North Venice, FL
|
|
100
|
|
|
2021
|
|
December 17, 2021
|
|
268,000
|
|
|
76
|
|
|
Woodside Trumbull(1)
|
|
Trumbull, CT
|
|
100
|
|
|
2021
|
|
December 21, 2021
|
|
207,000
|
|
|
92
|
|
|
Jefferson Lake Howell
|
|
Casselberry, FL
|
|
100
|
|
|
2021
|
|
March 30, 2022
|
|
374,000
|
|
|
93
|
|
|
Oak Street Lofts(1)
|
|
Tigard, OR
|
|
100
|
|
|
2021
|
|
July 15, 2022
|
|
162,000
|
|
|
94
|
|
|
Molly Brook on Belmont
|
|
North Haledon, NJ
|
|
100
|
|
|
2019
|
|
September 27, 2022
|
|
177,000
|
|
|
92
|
|
|
Creekview Crossing
|
|
Sherwood, OR
|
|
100
|
|
|
2009
|
|
February 29, 2024
|
|
217,000
|
|
|
93
|
|
|
Single-Family Rental Portfolio I(2)
|
|
Various
|
|
95
|
|
|
Various
|
|
Various
|
|
3,382,000
|
|
|
94
|
|
|
Single-Family Rental Portfolio II(2)
|
|
Various
|
|
95
|
|
|
Various
|
|
Various
|
|
858,000
|
|
|
93
|
|
|
Retail Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The District at Howell Mill(2)
|
|
Atlanta, GA
|
|
88
|
%
|
|
2006
|
|
June 15, 2007
|
|
306,000
|
|
|
98
|
%
|
|
Grand Lakes Marketplace(2)
|
|
Katy, TX
|
|
90
|
|
|
2012
|
|
September 17, 2013
|
|
131,000
|
|
|
99
|
|
|
Rancho Temecula Town Center
|
|
Temecula, CA
|
|
100
|
|
|
2007
|
|
June 16, 2014
|
|
165,000
|
|
|
88
|
|
|
Skokie Commons(1)
|
|
Skokie, IL
|
|
100
|
|
|
2015
|
|
May 15, 2015
|
|
97,000
|
|
|
95
|
|
|
Whitestone Market(1)
|
|
Austin, TX
|
|
100
|
|
|
2003
|
|
September 30, 2015
|
|
145,000
|
|
|
98
|
|
|
Maui Mall
|
|
Kahului, HI
|
|
100
|
|
|
1971
|
|
December 22, 2015
|
|
235,000
|
|
|
88
|
|
|
Silverstone Marketplace
|
|
Scottsdale, AZ
|
|
100
|
|
|
2015
|
|
July 27, 2016
|
|
78,000
|
|
|
89
|
|
|
Kierland Village Center(1)
|
|
Scottsdale, AZ
|
|
100
|
|
|
2001
|
|
September 30, 2016
|
|
118,000
|
|
|
100
|
|
|
Timberland Town Center
|
|
Beaverton, OR
|
|
100
|
|
|
2015
|
|
September 30, 2016
|
|
92,000
|
|
|
97
|
|
|
Montecito Marketplace
|
|
Las Vegas, NV
|
|
100
|
|
|
2007
|
|
August 8, 2017
|
|
190,000
|
|
|
100
|
|
|
Milford Crossing
|
|
Milford, MA
|
|
100
|
|
|
2018
|
|
January 29, 2020
|
|
159,000
|
|
|
100
|
|
|
Patterson Place
|
|
Durham, NC
|
|
100
|
|
|
2010
|
|
May 31, 2022
|
|
25,000
|
|
|
89
|
|
|
Silverado Square
|
|
Las Vegas, NV
|
|
100
|
|
|
2018
|
|
June 1, 2022
|
|
48,000
|
|
|
98
|
|
|
Woodlawn Point(1)
|
|
Marietta, GA
|
|
100
|
|
|
1993
|
|
June 30, 2022
|
|
98,000
|
|
|
100
|
|
|
Westbury Square
|
|
Huntsville, AL
|
|
100
|
|
|
1990
|
|
December 22, 2025
|
|
123,000
|
|
|
100
|
|
|
Other Segment(4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Beach Parking Garage(5)
|
|
Miami Beach, FL
|
|
100
|
%
|
|
2001
|
|
January 28, 2014
|
|
130,000
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unconsolidated Properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chicago Parking Garage(6)
|
|
Chicago, IL
|
|
100
|
%
|
|
2003
|
|
December 23, 2014
|
|
167,000
|
|
|
N/A
|
|
NYC Retail Portfolio(7)(8)
|
|
NY/NJ
|
|
14
|
|
|
1996 - 2004
|
|
December 8, 2015
|
|
1,787,000
|
|
|
78
|
%
|
|
Pioneer Tower(9)
|
|
Portland, OR
|
|
100
|
|
|
1990
|
|
June 28, 2016
|
|
308,000
|
|
|
32
|
|
|
The Tremont(2)
|
|
Burlington, MA
|
|
75
|
|
|
2016
|
|
July 19, 2018
|
|
175,000
|
|
|
94
|
|
|
The Huntington(2)
|
|
Burlington, MA
|
|
75
|
|
|
2018
|
|
July 19, 2018
|
|
115,000
|
|
|
96
|
|
|
Siena Suwanee Town Center(10)
|
|
Suwanee, GA
|
|
100
|
|
|
2018
|
|
December 15, 2020
|
|
226,000
|
|
|
95
|
|
|
Kingston at McLean Crossing(2)(11)
|
|
McLean, VA
|
|
80
|
|
|
2018
|
|
December 3, 2021
|
|
279,000
|
|
|
93
|
|
___________
1.This property is included in our DST Program.
2.We own a majority interest in the joint venture that owns a fee simple interest in this property or portfolio of single-family rental houses.
3.This property was classified as held for sale as of December 31, 2025 and sold on January 27, 2026.
4.Other Segment also includes Mortgage Notes Receivable.
5.The parking garage contains 343 stalls. This property is owned leasehold.
6.We own a condominium interest in the building that contains a 366 stall parking garage.
7.We own an approximate 14% interest in a portfolio of 6 urban infill retail properties located in the greater New York City area.
8.We have elected the fair value option to account for this investment.
9.We own a condominium interest in the building that contains a 17 story multi-tenant healthcare property.
10.We own a condominium interest in the project that contains a 240-unit residential property.
11.This property was sold on January 30, 2026.
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 December 31, 2025
OPERATING STATISTICS
We generally hold investments in properties with high occupancy rates leased to quality tenants under long-term, non-cancelable leases. 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 December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Properties/ Portfolios (1)
|
|
Total Area
(Sq Ft)
|
|
% of Total
Area
|
|
Occupancy %
|
|
Estimated Percent
of Fair Value
|
|
Average Minimum
Base Rent per
Occupied Sq Ft(2)
|
|
Healthcare
|
|
26
|
|
|
1,699,000
|
|
|
6
|
%
|
|
96
|
%
|
|
11
|
%
|
|
$
|
34.49
|
|
|
Industrial
|
|
66
|
|
|
16,628,000
|
|
|
56
|
|
|
97
|
|
|
40
|
|
|
7.62
|
|
|
Residential
|
|
22
|
|
|
8,989,000
|
|
|
31
|
|
|
92
|
|
|
37
|
|
|
21.15
|
|
|
Retail
|
|
15
|
|
|
2,010,000
|
|
|
7
|
|
|
96
|
|
|
12
|
|
|
22.36
|
|
|
Other
|
|
1
|
|
|
130,000
|
|
|
-
|
|
|
N/A
|
|
-
|
|
|
N/A
|
|
Total
|
|
130
|
|
|
29,456,000
|
|
|
100
|
%
|
|
95
|
%
|
|
100
|
%
|
|
$
|
14.33
|
|
________
(1)Residential includes 2,440 single-family rental homes in the Single-Family Rental Portfolio I and II.
(2)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2025 and excludes any straight line rents, tenant recoveries and percentage rent revenues.
The following table shows our operating statistics by property type for our unconsolidated properties as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Properties/ Portfolios
|
|
Total Area
(Sq Ft)
|
|
% of Total
Area
|
|
Occupancy %
|
|
Estimated Percent
of Fair Value
|
|
Average Minimum
Base Rent per
Occupied Sq Ft(1)
|
|
Healthcare
|
|
1
|
|
|
308,000
|
|
|
10
|
%
|
|
32
|
%
|
|
9
|
%
|
|
$
|
28.32
|
|
|
Residential
|
|
4
|
|
|
795,000
|
|
|
26
|
|
|
94
|
|
|
66
|
|
|
38.00
|
|
|
Retail
|
|
6
|
|
|
1,787,000
|
|
|
59
|
|
|
78
|
|
|
22
|
|
|
39.15
|
|
|
Other
|
|
1
|
|
|
167,000
|
|
|
5
|
|
|
N/A
|
|
3
|
|
|
N/A
|
|
Total
|
|
12
|
|
|
3,057,000
|
|
|
100
|
%
|
|
77
|
%
|
|
100
|
%
|
|
$
|
38.22
|
|
________
(1)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2025 and excludes any straight line rents, tenant recoveries and percentage rent revenues.
As of December 31, 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 $13.07 for our consolidated properties. As of December 31, 2025, the scheduled lease expirations at our consolidated properties are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Number of
Leases Expiring
|
|
Annualized
Minimum Base Rent (1)
|
|
Square
Footage
|
|
Percentage of
Annualized Minimum
Base Rent
|
|
2026(2)
|
|
63
|
|
|
$
|
15,384
|
|
|
1,985,000
|
|
|
7
|
%
|
|
2027
|
|
78
|
|
|
16,124
|
|
|
954,000
|
|
|
7
|
|
|
2028
|
|
76
|
|
|
24,964
|
|
|
2,605,000
|
|
|
11
|
|
|
2029
|
|
55
|
|
|
18,578
|
|
|
1,616,000
|
|
|
8
|
|
|
2030
|
|
72
|
|
|
35,520
|
|
|
3,354,000
|
|
|
16
|
|
|
2031 and thereafter
|
|
165
|
|
|
112,007
|
|
|
8,982,000
|
|
|
51
|
|
|
Total
|
|
509
|
|
|
$
|
222,577
|
|
|
19,496,000
|
|
|
|
________
(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues as of December 31, 2025 presented in the year of lease expiration.
(2)Does not include 6,702 leases totaling approximately 8,308,000 square feet and approximately $175,715 in annualized minimum base rent associated with the residential properties and single-family rental houses we owned as of December 31, 2025.
As of December 31, 2025, the scheduled lease expirations at our unconsolidated properties are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Number of
Leases Expiring
|
|
Annualized
Minimum Base Rent (1)
|
|
Square
Footage
|
|
Percentage of
Annualized Minimum
Base Rent
|
|
2026 (2)
|
|
16
|
|
$
|
12,891
|
|
|
473,000
|
|
|
48
|
%
|
|
2027
|
|
10
|
|
4,234
|
|
|
325,000
|
|
|
16
|
|
|
2028
|
|
6
|
|
5,217
|
|
|
45,000
|
|
|
19
|
|
|
2029
|
|
1
|
|
14
|
|
|
192,000
|
|
|
-
|
|
|
2030
|
|
3
|
|
953
|
|
|
257,000
|
|
|
4
|
|
|
2031 and thereafter
|
|
11
|
|
3,592
|
|
|
355,000
|
|
|
13
|
|
|
Total
|
|
47
|
|
|
$
|
26,901
|
|
|
1,647,000
|
|
|
|
________
(1)Amount calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight line rents, tenant recoveries and percentage rent revenues as of December 31, 2025 presented in the year of lease expiration.
(2)Does not include 806 leases totaling approximately 749,000 square feet and approximately $28,500 in annualized minimum base rent associated with the unconsolidated residential investments.
The following table shows the aggregate portfolio occupancy rates for our consolidated and unconsolidated properties as of December 31, 2025 and each of the previous five years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
Occupancy Rate
for Consolidated Properties
|
|
Occupancy Rate for
Unconsolidated Properties
|
|
2025
|
|
95
|
%
|
|
77
|
%
|
|
2024
|
|
97
|
|
|
89
|
|
|
2023
|
|
97
|
|
|
91
|
|
|
2022
|
|
97
|
|
|
93
|
|
|
2021
|
|
98
|
|
|
91
|
|
The following tables show the occupancy rates for our consolidated properties by property type as well as the average minimum base rent per occupied square foot as of December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy Rate
|
|
|
December 31, 2025
|
|
December 31, 2024
|
|
Change
|
|
Healthcare
|
96
|
%
|
|
96
|
%
|
|
-
|
%
|
|
Industrial
|
97
|
|
|
99
|
|
|
(2)
|
|
|
Residential
|
92
|
|
|
94
|
|
|
(2)
|
|
|
Retail
|
96
|
|
|
88
|
|
|
8
|
|
|
Total
|
95
|
%
|
|
97
|
%
|
|
(2)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Minimum Base Rent per Occupied Square Foot (1)
|
|
|
December 31, 2025
|
|
December 31, 2024
|
|
Change
|
|
Healthcare
|
$
|
34.49
|
|
|
$
|
35.06
|
|
|
$
|
(0.57)
|
|
|
Industrial
|
7.62
|
|
|
6.98
|
|
|
0.64
|
|
|
Residential
|
21.15
|
|
|
22.68
|
|
|
(1.53)
|
|
|
Retail
|
22.36
|
|
|
23.48
|
|
|
(1.12)
|
|
|
Total
|
$
|
14.33
|
|
|
$
|
13.78
|
|
|
$
|
0.55
|
|
________
(1) Amount calculated as in-place minimum base rent for all occupied space and excludes any straight line rents, tenant recoveries and percentage rent revenues.
Our healthcare properties' occupancy rate remained fairly consistent with strong occupancy from December 31, 2024 to December 31, 2025. Average minimum base rent decreased from December 31, 2024 to December 31, 2025 as a result of acquisitions in the healthcare portfolio that have a lower average minimum base rent per square foot.
Our industrial properties' occupancy rate decreased from December 31, 2024 to December 31, 2025. The average minimum base rent per occupied square foot for our industrial properties at December 31, 2025 increased when compared to
December 31, 2024, due to higher in place rents for our recent acquisitions, as well as base rent increases in our existing properties.
Our residential properties' occupancy rate decreased from December 31, 2024 to December 31, 2025. The average minimum base rents per occupied square foot for our residential properties at December 31, 2025 decreased when compared to December 31, 2024 due to the consolidation of the Single-family Rental Portfolio I in April, which were at lower rental rates per square foot.
Our retail properties' occupancy rate increased from December 31, 2024 to December 31, 2025 while the average minimum base rents per occupied square foot at December 31, 2025 decreased when compared to December 31, 2024. Both changes were primarily due to an anchor tenant commencing a new lease at The District at Howell Mill, which was at a lower rental rate per square foot.
The occupancy rate of our properties remained high at 95% across our overall portfolio as of December 31, 2025 compared to 97% as of December 31, 2024. The average minimum base rent per occupied square foot increased from December 31, 2024 to December 31, 2025.
PRINCIPAL TENANTS
The following table sets forth the top ten tenants of our consolidated properties based on their percentage of annualized minimum base rent as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tenants
|
|
Property
|
|
Line of Business
|
|
Date of Lease
Expiration
|
|
Lease Renewal
Options
|
|
Annual Minimum Base Rent (1)
|
|
% of
Total
Area
|
|
% of
Annualized
Minimum
Base Rent (2)
|
|
Amazon
|
|
Monument IV at Worldgate, Maui Mall and Grand Lakes Marketplace
|
|
Internet Web Services / Online Retailer / Grocery Store
|
|
Various
|
|
Various
|
|
$
|
11,766
|
|
|
1
|
%
|
|
3
|
%
|
|
Williams-Sonoma
|
|
Taunton Distribution Center and West Phoenix Distribution Center
|
|
Home Products Retailer
|
|
Various
|
|
Various
|
|
8,009
|
|
|
4
|
|
|
2
|
|
|
Puma North America, Inc.
|
|
Glendale Distribution Center
|
|
Sports and Lifestyle Manufacturing
|
|
March 31, 2038
|
|
Two 5-year options
|
|
7,461
|
|
|
3
|
|
|
2
|
|
|
Life Science Logistics
|
|
4993 Anson Boulevard and 3530 Brightleaf Lane
|
|
Supply Chain Management
|
|
Various
|
|
Various
|
|
5,239
|
|
|
2
|
|
|
1
|
|
|
Quanta Computer
|
|
Fremont Distribution Center
|
|
Computer Manufacturer
|
|
January 31, 2032
|
|
One 5-year option
|
|
4,768
|
|
|
1
|
|
|
1
|
|
|
McKesson Corporation
|
|
Louisville Distribution Center
|
|
Pharmaceutical Distributor
|
|
December 31, 2030
|
|
Two 5-year options
|
|
4,707
|
|
|
3
|
|
|
1
|
|
|
United Parcel Service
|
|
Louisville Logistics Center, Kierland Village Center and Maui Mall
|
|
Supply Chain Management
|
|
Various
|
|
Various
|
|
4,613
|
|
|
3
|
|
|
1
|
|
|
Wistron Corporation
|
|
4055 Corporate Dr and 4211 Starboard
|
|
Technology Manufacturing
|
|
Various
|
|
Various
|
|
3,977
|
|
|
1
|
|
|
1
|
|
|
The TJX Companies Inc.
|
|
Grand Lakes Marketplace, Maui Mall, Milford Crossing, Montecito Marketplace, The District at Howell Mill and Westbury Square
|
|
Home Products Retailer
|
|
Various
|
|
Various
|
|
3,800
|
|
|
1
|
|
|
1
|
|
|
Celularity Inc.
|
|
170 Park Avenue
|
|
Biotechnology Company
|
|
January 31, 2036
|
|
None
|
|
3,526
|
|
|
<1
|
|
1
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
57,866
|
|
|
19
|
%
|
|
14
|
%
|
________
(1)Annual minimum base rent is calculated as annualized monthly in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues.
(2)Percent of annualized minimum base rent is calculated as annualized in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues divided by total annualized minimum base rent.
PRINCIPAL PROPERTIES
The following table sets forth our top ten consolidated properties/portfolios based on percentage of annualized minimum base rent as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties
|
|
Property Segment
|
|
% of Total Area
|
|
% of Annualized Minimum Base Rent (1)
|
|
Single-Family Rental Portfolio I
|
|
Residential
|
|
12
|
%
|
|
11
|
%
|
|
Single-Family Rental Portfolio II
|
|
Residential
|
|
3
|
|
|
3
|
|
|
Monument IV at Worldgate
|
|
Healthcare
|
|
1
|
|
|
3
|
|
|
West Raleigh Distribution Center
|
|
Industrial
|
|
3
|
|
|
2
|
|
|
Jefferson Lake Howell
|
|
Residential
|
|
1
|
|
|
2
|
|
|
Genesee Plaza
|
|
Healthcare
|
|
1
|
|
|
2
|
|
|
Townlake of Coppell
|
|
Residential
|
|
1
|
|
|
2
|
|
|
Fountainhead Corporate Park
|
|
Healthcare
|
|
1
|
|
|
2
|
|
|
Jory Trail at the Grove
|
|
Residential
|
|
1
|
|
|
2
|
|
|
Lane Parke Apartments
|
|
Residential
|
|
1
|
|
|
2
|
|
|
Total
|
|
|
|
25
|
%
|
|
31
|
%
|
________
(1)Minimum base rent is calculated as in-place minimum base rent excluding any above- and below-market lease amortization, straight-line rents, tenant recoveries and percentage rent revenues.
Recent Events and Outlook
Property Valuations
Property valuations increased by approximately 0.3% across our portfolio as capital market assumptions remained consistent on a portfolio level during the year ended December 31, 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. Weare in compliance with our debt covenants as of December 31, 2025. We expect to maintain compliance with our debt covenants. On March 4, 2025, we exercised our first twelve month extension option on our Credit Facility.
Liquidity
At December 31, 2025, we had in excess of $103,000 in total cash on hand and $515,000 of capacity under our Credit Facility. Looking into 2026, we expect to utilize our cash on hand and Credit Facility capacity to acquire new properties, fund repurchases of our shares, extinguish mortgage notes maturing and fund quarterly distributions.
Share Repurchase Plan
During the fourth quarterof 2025, we repurchased 100% of requests totaling $100,517 of our common stock pursuant to our share repurchase plan, which had a quarterly limit of $122,267. 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 first quarter of 2026 is $119,391.
Impairments
During the year ended December 31, 2025, we recorded impairment charges totaling $286 on individual homes within our Single-Family Rental Portfolio I related to six homes listed for sale at values below our current carrying value.
Fair Value of Assets and Liabilities
We account for our approximate14%investment in the NYC Retail Portfolio using the fair value option. During the year ended December 31, 2025, we recorded an unrealized fair value loss of $12,161 related to our investment in NYC Retail Portfolio. Our interest rate swaps and collars resulted in an unrealized fair value loss of $11,433 during the year. We utilize our interest rate swaps and collars to fix interest rates on variable rate debt we plan to hold to maturity. On October 1, 2023, we elected the fair value option for DST Programs launching after that date and as such the financial obligation will be remeasured on a recurring basis. During the year ended December 31, 2025, we recorded $44,592 of unrealized loss on financing obligations related to DST Programs for which we elected the fair value option.
Capital Raised and Use of Proceeds
As of December 31, 2025, we have raised gross proceeds of approximately $7,583,000 from our public and private offerings since 2012. We used these proceeds along with proceeds from mortgage debt to acquire approximately $6,163,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $1,066,000 and repurchase shares of our common stock for approximately $2,356,000.
2025 Property Acquisitions
•seven industrial buildings totaling 2,288,000 square feet for approximately $371,000;
•two healthcare properties totaling 172,000 square feet for approximately $37,000; and
•one retail property totaling 123,000 square feet for approximately $32,000.
2025 Property Dispositions
•237 Via Vera Cruz for approximately $16,200 less closing costs.
2025 Mortgage notes receivable
•received $102,000 upon retirement of three mortgage notes receivable.
2025 Financing
•entered into five new mortgage notes payable on various properties and single-family houses totaling approximately $575,000, and
•retired seven mortgage notes payable for a total of approximately $186,000.
Leasing and Occupancy
We ended 2025 with our portfolio occupancy at 95%. During the year we signed new or renewal leases encompassing approximately 1,800,000 square feet of primarily industrial and retail property space at an approximate 25% increase in rental rates over expiring rental rates. Additionally, for consolidated properties owned all 12 months of 2024 and 2025 we experienced a 2.3% increase in rental revenue and a 1.9% increase in net operating income in 2025 as compared to 2024.
During 2025, we raised approximately $838,000 of new capital and acquired approximately $437,000 of real estate investments. These properties are in keeping with the investment strategy we began in 2012 and provide solid cash flow and good dividend coverage. We will continue to make these types of investments in 2026 and beyond.
The 2025 property acquisitions and leasing activity were in line with our long-term strategic objectives of generating attractive income, preserving stockholder capital and realizing moderate appreciation of our NAV over time. Our gross dividends declared and paid in 2025 was $0.63 per share.
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 32% as of December 31, 2025.
Net Asset Value
The NAV per share for our nine classes of common stock was between $11.25 and $11.29 as of December 31, 2025. The decrease of approximately $0.03 per share in NAV from September 30, 2025 is primarily related to the dilution from operations. We paid a distribution of $0.1575 per share during the quarter ended December 31, 2025, less share class specific fees. For the year ended December 31, 2025, our various classes of common stock had total net returns ranging from 3.0% to 3.8% including cash distributions of approximately $0.63 per share, less share class-specific fees.
2026 Key Initiatives
Our initiatives for 2026 are to use capital raised from our public and private offerings and the DST Program to acquire new investment opportunities, repurchase stock under our share repurchase plan, and fund quarterly distributions. Likely acquisition candidates may include well-located, residential properties, industrial, healthcare, 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 in the near term. We also intend to use our Revolving Credit Facility to allow us to efficiently manage our cash flows.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the 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, 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 the 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. Our critical accounting policies are those applicable to the following which can be found in greater detail within Note 2 Summary of Significant Accounting Policies.
Initial Valuations for Real Estate Investments and Intangibles
These estimates are particularly important as they are used for the allocation of purchase price between building, land and other identifiable intangibles, including acquired in-place, above, below and at-market leases. As a result, the impact of these estimates on our operations could be substantial. Significant differences in annual depreciation or amortization expense may result from the differing useful life or amortization periods related to such purchased assets and liabilities.
We allocate the purchase price of acquired properties to tangible and identified intangible assets based on their relative fair values, using all pertinent information available at the date of acquisition. The allocation of the purchase price to tangible assets, such as building and land, is based upon our determination of the value of the property as if it were vacant. This "as-if vacant" value is estimated using an income, or discounted cash flow, approach that relies upon internally determined assumptions that we believe are consistent with current market conditions for similar properties. Land is valued using comparable land sales specific to the applicable market.
The purchase price of real estate assets is also allocated to intangible assets consisting of the above or below-market component of in-place leases and the value of in-place leases. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value of the difference between (i) the contractual amounts to be received pursuant to the lease over its remaining term and (ii) management's estimate of the amounts that would be received using market rates over the remaining term of the lease. Factors considered in determining the value allocable to in-place leases include estimates, during estimated lease up periods, related to space that is actually leased at the time of acquisition. These estimates include (i) lost rent at market rates, (ii) fixed operating costs that will be recovered from tenants and (iii) theoretical leasing commissions and tenant improvements required to execute similar leases.
Impairment of Long-Lived Assets
Our estimate of the expected future cash flows used in testing for impairment is highly subjective and based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period, discount rates and the length of our anticipated holding period. These assumptions could differ materially from actual results. If our strategy changes or if market conditions otherwise dictate a change in the holding period and an exit date, an impairment loss could be recognized and such loss could be material. During the year ended December 31, 2025, we determined that five single-family homes no longer fit our current investment objectives and strategy; therefore, we reduced our expected hold periods. We further determined that these assets were impaired as the carrying value of the investments were not deemed recoverable. Therefore, we recognized impairment charges totaling $286, which represents the difference between the fair value and the carrying value of the property. Additionally, during the year ended December 31, 2024, we determined AQ Rittenhouse and 180 N Jefferson no longer fit our current investment objective and recorded impairment of $21,135. We recorded no impairment related to consolidated properties during the year ended December 31, 2023.
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 properties is included in equity in income of unconsolidated affiliates. 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: 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 Years ended December 31, 2025 and 2024:
Properties acquired or sold during any of the periods are presented within the recent acquisitions and sold properties line until the property has been owned for all periods presented. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as either acquired or sold in the Management Overview section above. 114 of our consolidated properties and 458 single-family houses have been owned for the entire years ended December 31, 2025 and 2024 and are referred to as our comparable properties.
Revenues
The following chart sets forth revenues, by reportable segment, for the years ended December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025
|
|
Year Ended December 31, 2024
|
|
$
Change
|
|
%
Change
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
Rental revenue
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
$
|
65,455
|
|
|
$
|
63,876
|
|
|
$
|
1,579
|
|
|
2.5
|
%
|
|
Industrial
|
|
131,831
|
|
|
125,210
|
|
|
6,621
|
|
|
5.3
|
|
|
Residential
|
|
122,454
|
|
|
121,977
|
|
|
477
|
|
|
0.4
|
|
|
Retail
|
|
53,622
|
|
|
54,078
|
|
|
(456)
|
|
|
(0.8)
|
|
|
Other
|
|
285
|
|
|
(46)
|
|
|
331
|
|
|
(719.6)
|
|
|
Comparable properties total
|
|
$
|
373,647
|
|
|
$
|
365,095
|
|
|
$
|
8,552
|
|
|
2.3
|
%
|
|
Recent acquisitions and sold properties
|
|
53,182
|
|
|
20,274
|
|
|
32,908
|
|
|
162.3
|
|
|
Total rental revenue
|
|
$
|
426,829
|
|
|
$
|
385,369
|
|
|
$
|
41,460
|
|
|
10.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Other revenue
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
$
|
2,441
|
|
|
$
|
1,864
|
|
|
$
|
577
|
|
|
31.0
|
%
|
|
Industrial
|
|
1,739
|
|
|
501
|
|
|
1,238
|
|
|
247.1
|
|
|
Residential
|
|
5,181
|
|
|
4,886
|
|
|
295
|
|
|
6.0
|
|
|
Retail
|
|
949
|
|
|
3,103
|
|
|
(2,154)
|
|
|
(69.4)
|
|
|
Other
|
|
1,969
|
|
|
1,925
|
|
|
44
|
|
|
2.3
|
|
|
Comparable properties total
|
|
$
|
12,279
|
|
|
$
|
12,279
|
|
|
$
|
-
|
|
|
-
|
%
|
|
Recent acquisitions and sold properties
|
|
2,831
|
|
|
1,112
|
|
|
1,719
|
|
|
154.6
|
|
|
Total other revenue
|
|
$
|
15,110
|
|
|
$
|
13,391
|
|
|
$
|
1,719
|
|
|
12.8
|
%
|
|
Interest on mortgage notes receivable
|
|
11,915
|
|
|
8,873
|
|
|
3,042
|
|
|
34.3
|
|
|
Total revenues
|
|
$
|
453,854
|
|
|
$
|
407,633
|
|
|
$
|
46,221
|
|
|
11.3
|
%
|
Rental revenue at comparable properties increased by $8,552 for the year ended December 31, 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 year ended December 31, 2025 as compared to the same period of 2024. Recovery revenue within our industrial segment also increased as a result of increased real estate taxes and operating expenses. 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 $918 during the year ended December 31, 2025. The increase
in rental revenue within our other segment relates to a one time write off of uncollected rental charges from a retail tenant within our South Beach Parking Garage property during the year ended December 31, 2024.
Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties remained flat for the year ended December 31, 2025 as compared to the same period in 2024. The decrease within our retail segments related to approximately $2,000 decrease in lease termination payments collected during the year ended December 31, 2025 at The District at Howell Mill as compared to the same period of 2024. Offsetting this decrease was approximately $900 increase in lease termination fee payments collected within the industrial segment during the year end December 31, 2025 as compared to the prior year.
Interest on mortgage note receivable relates to interest income and exit fees earned on mortgage notes originated by us. During the year ended December 31, 2025, interest income on mortgage notes we held increased by approximately $1,300 during the year end December 31, 2025 as compared to the year ended December 2024. Additionally we earned approximately $1,660 of exit fees in the year December 31, 2025 related to three loans that were repaid late in the year.
Operating Expenses
The following chart sets forth real estate taxes and property operating expenses, by reportable segment, for the years ended December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025
|
|
Year Ended December 31, 2024
|
|
$
Change
|
|
%
Change
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Real estate taxes
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
$
|
5,253
|
|
|
$
|
5,942
|
|
|
$
|
(689)
|
|
|
(11.6)
|
%
|
|
Industrial
|
|
21,522
|
|
|
20,819
|
|
|
703
|
|
|
3.4
|
|
|
Residential
|
|
17,791
|
|
|
18,000
|
|
|
(209)
|
|
|
(1.2)
|
|
|
Retail
|
|
6,610
|
|
|
6,558
|
|
|
52
|
|
|
0.8
|
|
|
Other
|
|
444
|
|
|
403
|
|
|
41
|
|
|
10.2
|
|
|
Comparable properties total
|
|
$
|
51,620
|
|
|
$
|
51,722
|
|
|
$
|
(102)
|
|
|
(0.2)
|
%
|
|
Recent acquisitions and sold properties
|
|
7,466
|
|
|
3,040
|
|
|
4,426
|
|
|
145.6
|
|
|
Total real estate taxes
|
|
$
|
59,086
|
|
|
$
|
54,762
|
|
|
$
|
4,324
|
|
|
7.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Property operating expenses:
|
|
|
|
|
|
|
|
|
|
Healthcare
|
|
$
|
15,503
|
|
|
$
|
14,504
|
|
|
$
|
999
|
|
|
6.9
|
%
|
|
Industrial
|
|
11,232
|
|
|
9,920
|
|
|
1,312
|
|
|
13.2
|
|
|
Residential
|
|
34,517
|
|
|
33,316
|
|
|
1,201
|
|
|
3.6
|
|
|
Retail
|
|
9,507
|
|
|
9,480
|
|
|
27
|
|
|
0.3
|
|
|
Other
|
|
857
|
|
|
762
|
|
|
95
|
|
|
12.5
|
|
|
Comparable properties total
|
|
$
|
71,616
|
|
|
$
|
67,982
|
|
|
$
|
3,634
|
|
|
5.3
|
%
|
|
Recent acquisitions and sold properties
|
|
10,758
|
|
|
6,948
|
|
|
3,810
|
|
|
54.8
|
|
|
Total property operating expenses
|
|
$
|
82,374
|
|
|
$
|
74,930
|
|
|
$
|
7,444
|
|
|
9.9
|
%
|
|
Total operating expenses
|
|
$
|
141,460
|
|
|
$
|
129,692
|
|
|
$
|
11,768
|
|
|
9.1
|
%
|
Real estate taxes at comparable properties decreased by $102 for the year ended December 31, 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 $3,634 during the year ended December 31, 2025 as compared to the same period in 2024. The increases generally relate to higher repairs and maintenance projects, increased property management fees due to higher revenues, higher salary costs and higher utility costs in some markets.
The following chart sets forth other income and expenses not directly related to the operations of the reportable segments for the years ended December 31, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025
|
|
Year Ended December 31, 2024
|
|
$
Change
|
|
%
Change
|
|
Property general and administrative
|
$
|
(3,070)
|
|
|
$
|
(3,980)
|
|
|
$
|
910
|
|
|
(22.9)
|
%
|
|
Advisor fees
|
(40,893)
|
|
|
(40,392)
|
|
|
(501)
|
|
|
1.2
|
|
|
Company level expenses
|
(8,704)
|
|
|
(7,686)
|
|
|
(1,018)
|
|
|
13.2
|
|
|
Provision for impairment of real estate
|
(286)
|
|
|
(21,135)
|
|
|
20,849
|
|
|
(98.6)
|
|
|
Depreciation and amortization
|
(160,887)
|
|
|
(144,622)
|
|
|
(16,265)
|
|
|
11.2
|
|
|
Interest expense
|
(89,266)
|
|
|
(82,530)
|
|
|
(6,736)
|
|
|
8.2
|
|
|
Unrealized loss on financing obligation
|
(44,592)
|
|
|
(5,758)
|
|
|
(38,834)
|
|
|
674.4
|
|
|
Loss from unconsolidated affiliates and fund investments
|
(2,256)
|
|
|
(13,713)
|
|
|
11,457
|
|
|
(83.5)
|
|
|
Investment income on marketable securities
|
-
|
|
|
989
|
|
|
(989)
|
|
|
(100.0)
|
|
|
Net realized loss upon sale of marketable securities
|
-
|
|
|
(5,015)
|
|
|
5,015
|
|
|
(100.0)
|
|
|
Gain on disposition of property and extinguishment of debt, net
|
2,375
|
|
|
73,510
|
|
|
(71,135)
|
|
|
(96.8)
|
|
|
Total other income and expenses
|
$
|
(347,579)
|
|
|
$
|
(250,332)
|
|
|
$
|
(97,247)
|
|
|
38.8
|
%
|
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 year ending December 31, 2025 as compared to the same period in 2024 by $910 primarily due to a decrease in state level taxes and 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 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 increase in advisor fees of $501 for the year ended December 31, 2025 is related to higher fixed fees as a result of a slightly higher average net asset value.
Company level expenses relate mainly to our compliance and administration related costs. Company level expenses increased for the year ended December 31, 2025 as compared to the same period in 2024 primarily due to general increases across all categories.
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 consolidated 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 $286 related to individual homes within our Single-Family Rental Portfolio I which were held for sale and listed for sale at values below our current carrying value during the year ended December 31, 2025. We recorded a provision for impairment of $21,135 related to 180 North Jefferson and AQ Rittenhouse during the year ended December 31, 2024.
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. The increase of $16,265 in depreciation and amortization expense for the year ended December 31, 2025 as compared to the same period in 2024 is primarily related to increased expense from our 2025 and 2024 acquisitions.
Interest expense increased by $6,736 for the year ended December 31, 2025 as compared to the same period in 2024 primarily as a result of $11,433 of unrealized losses on our interest rate swaps and collars during the year ended December 31, 2025 as compared to unrealized gains of $3,849 during the year ended December 31, 2024. Offsetting the unrealized losses was approximately $5,300 decreased interest expense related to lower overall balance on our Credit Facility and mortgage loans that were extinguished. Additionally, we incurred approximately $4,300 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.
Unrealized loss on financial obligation relates to changes in the fair value of our financial obligations for the various DST Programs that we have elect the fair value option. We recorded unrealized losses of $44,592 and $5,758 during the years ended December 31, 2025 and 2024, respectively.
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 the Single-Family Rental Portfolio I. During the year ended December 31, 2025, we recorded a $12,161 decrease in the fair value of our investment in NYC Retail Portfolio and a $11,261 increase in fair value in Single-Family Rental Portfolio I as well as $698 in distributions of income. During the year end ended December 31, 2024, we recorded a $10,586 increase in the fair value in the Single-Family Rental Portfolio I in addition to $4,761 of distributions of income and a $11,463 decrease in the fair value of NYC Retail Portfolio. Additionally, during the years ended December 31, 2025 and 2024, we recorded impairment charges totaling $917 and $21,100 respectively related to our investment in Pioneer Tower as the carrying value of the investment exceeded its estimated fair value.
Investment income on marketable securities relates to dividends earned on our portfolio of publicly traded REIT securities. We recorded dividend income of $989 during the year ended December 31, 2024, respectively. We liquidated our investments in marketable securities during the three months ended June 30, 2024.
Net realized loss upon the sale of marketable securities relates to sales of individual stocks within our portfolio of publicly traded REIT stocks. We recorded a realized loss of $5,015 during the year end December 31, 2024.
Gain on disposition of property and extinguishment of debt, net of $2,375 in the year ended December 31, 2025 relates to the sales 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. Gain on disposal of property and relinquishment of debt, net of $73,510 recorded in the year ended December 31, 2024 relates to the the sales of 180 North Jefferson, Stonemeadow Farms and Pinole Point Distribution Center.
Results of Operations for the Years ended December 31, 2024 and 2023:
For discussion on our results of operations for the years ended December 31, 2024 and 2023 please see our Annual Report on Form 10-K filed with the SEC on March 14, 2025.
FUNDS FROM OPERATIONS
Consistent with real estate industry and investment community preferences, we consider 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 is not a measure of liquidity or an indicator of the Company's ability to make cash distributions. We believe that to more comprehensively understand its operating performance, FFO and AFFO should be considered along with its reported net income attributable to JLL Income Property Trust, Inc. and its 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
|
Year ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
Net (loss) income attributable to JLL Income Property Trust, Inc.
|
$
|
(25,808)
|
|
|
$
|
19,839
|
|
|
$
|
(111,739)
|
|
|
Real estate depreciation and amortization(1)
|
129,577
|
|
|
127,431
|
|
|
144,012
|
|
|
Loss (gain) on disposition of property and unrealized loss (gain) on investment in unconsolidated real estate affiliate(1)
|
898
|
|
|
(59,387)
|
|
|
(9,242)
|
|
|
Impairment of depreciable real estate(1)
|
950
|
|
|
36,606
|
|
|
17,515
|
|
|
NAREIT FFO attributable to JLL Income Property Trust, Inc. Common Stockholders
|
$
|
105,617
|
|
|
$
|
124,489
|
|
|
$
|
40,546
|
|
|
Weighted average shares outstanding, basic and diluted
|
219,247,509
|
|
|
223,648,138
|
|
|
240,639,048
|
|
|
NAREIT FFO per share, basic and diluted
|
$
|
0.48
|
|
|
$
|
0.56
|
|
|
$
|
0.17
|
|
________
(1) Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates for all periods.
The following table presents a reconciliation of NAREIT FFO to AFFO for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of NAREIT FFO to AFFO
|
Year ended December 31,
|
|
|
2025
|
|
2024
|
|
2023
|
|
NAREIT FFO attributable to JLL Income Property Trust, Inc.
|
$
|
105,617
|
|
|
$
|
124,489
|
|
|
$
|
40,546
|
|
|
Straight-line rental income(1)
|
(5,373)
|
|
|
(3,579)
|
|
|
(4,379)
|
|
|
Amortization of above- and below-market leases(1)
|
(3,643)
|
|
|
(4,126)
|
|
|
(4,256)
|
|
|
Amortization of net premium/(discount) on assumed debt(1)
|
733
|
|
|
93
|
|
|
(655)
|
|
|
Loss (gain) on derivative instruments and extinguishment or modification of debt(1)
|
9,711
|
|
|
(1,084)
|
|
|
4,013
|
|
|
Adjustment for investments accounted for under the fair value option(2)
|
2,091
|
|
|
7,986
|
|
|
9,638
|
|
|
Net unrealized change in fair value of investment in marketable securities (1)
|
-
|
|
|
4,260
|
|
|
(4,986)
|
|
|
Acquisition expenses(1)
|
58
|
|
|
-
|
|
|
-
|
|
|
Adjustment for DST Properties(3)
|
(11,393)
|
|
|
(33,123)
|
|
|
70,001
|
|
|
AFFO attributable to JLL Income Property Trust, Inc. Common Stockholders
|
$
|
97,801
|
|
|
$
|
94,916
|
|
|
$
|
109,922
|
|
|
Weighted average shares outstanding, basic and diluted
|
219,247,509
|
|
|
223,648,138
|
|
|
240,639,048
|
|
|
AFFO per share, basic and diluted
|
$
|
0.45
|
|
|
$
|
0.42
|
|
|
$
|
0.46
|
|
________
(1) Includes amounts attributable to our ownership share of both consolidated properties and unconsolidated real estate affiliates for all periods.
(2) Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio and Single-Family Rental Portfolio I prior to consolidation on April 23, 2025.
(3) Adjustments to reflect the AFFO attributable to the Company for DST Properties including non-cash interest expense and unrealized losses related to the FMV Option.
Review of our Policies
Our board of directors, including our independent directors, has reviewed our policies described in this Form 10-K and our registration statement related to our Current Public Offering, as well as other policies previously reviewed and approved by our board of directors, and determined that they are in the best interests of our stockholders because: (i) they increase the likelihood that we will be able to acquire a diversified portfolio of income-producing properties, thereby reducing risk in our portfolio; (ii) there are sufficient property acquisition opportunities with the attributes that we seek; (iii) our executive officers, directors and affiliates of our Advisor have expertise with the type of real estate investments we seek; (iv) borrowings should enable us to purchase assets and earn rental income more quickly; and (v) best practices corporate governance and high ethical standards help promote long-term performance, thereby increasing our likelihood of generating income for our stockholders and preserving stockholder capital.
Liquidity and Capital Resources
Our primary uses and sources of cash are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Uses
|
|
Sources
|
|
|
|
|
|
|
Short-term liquidity and capital needs such as:
|
|
•
|
Operating cash flow, including the receipt of distributions of our share of cash flow produced by our unconsolidated real estate affiliates
|
|
•
|
Interest payments on debt
|
|
|
|
•
|
Distributions to stockholders
|
|
•
|
Proceeds from secured loans collateralized by individual properties
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|
•
|
Fees payable to our Advisor
|
|
|
|
•
|
Minor improvements made to individual properties that are not recoverable through expense recoveries or common area maintenance charges to tenants
|
|
•
|
Proceeds from our Credit Facility
|
|
|
|
•
|
Sales of our shares in our public and private offerings
|
|
•
|
General and administrative costs
|
|
•
|
Sales of real estate investments
|
|
•
|
Costs associated with our public offering and private offerings and DST Program
|
|
•
|
Draws from lender escrow accounts
|
|
•
|
Other company level expenses
|
|
•
|
Sales of beneficial interests in the DST Program
|
|
•
|
Lender escrow accounts for real estate taxes, insurance, and capital expenditures
|
|
|
|
|
•
|
Fees payable to our Dealer Manager
|
|
|
|
|
|
|
|
|
|
|
Longer-term liquidity and capital needs such as:
|
|
|
|
|
•
|
Acquisitions of real estate investments
|
|
|
|
|
•
|
Expansion of existing properties
|
|
|
|
|
•
|
Tenant improvements and leasing commissions
|
|
|
|
|
•
|
Issuance of mortgage notes receivable
|
|
|
|
|
•
|
Debt repayment requirements, including both principal and interest
|
|
|
|
|
•
|
Repurchases of our shares pursuant to our share repurchase plan
|
|
|
|
|
•
|
Fees payable to our Advisor
|
|
|
|
|
•
|
Fees payable to our Dealer Manager
|
|
|
|
The sources and uses of cash for the years ended December 31, 2025 and 2024 were as follows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2025
|
|
Year Ended December 31, 2024
|
|
$ Change
|
|
Net cash provided by operating activities
|
$
|
131,756
|
|
|
$
|
111,083
|
|
|
$
|
20,673
|
|
|
Net cash (used in) provided by investing activities
|
(324,651)
|
|
|
145,256
|
|
|
(469,907)
|
|
|
Net cash provided by (used in) financing activities
|
234,733
|
|
|
(260,484)
|
|
|
495,217
|
|
Net cash provided by operating activities increased by $20,673 for the year ending December 31, 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 $5,300 during the year ending December 31, 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 year ending December 31, 2025.
Net cash (used in) provided by investing activities decreased by $469,907 for the year ending December 31, 2025 as compared to the same period in 2024. The decrease is primarily related to over $325,000 of increased acquisitions during the year ended December 31, 2025 as compared to the same period of 2024 as well as approximately $275,000 of lower cash received from sales of real estate investments. Offsetting this was $102,000 cash payments related retiring mortgage receivable during the year ended December 31, 2025.
Net cash provided by (used in) financing activities increased by $495,217 for the year ending December 31, 2025 as compared to the same period in 2024. The change is primarily related to $406,892 higher net proceeds from mortgage note payables and our Credit Facility during the year ending December 31, 2025 as compared to the same period in 2024, as well as an increase in cash from higher net sales of common stock and DST Proceeds of $147,482. Offsetting the increases were higher distributions paid to noncontrolling interests of $51,915 during the year ending December 31, 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 rate at December 31, 2025 and 2024:
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|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Debt
|
|
|
December 31, 2025
|
|
December 31, 2024
|
|
|
Principal
Balance
|
|
Weighted Average Interest Rate
|
|
Principal
Balance
|
|
Weighted Average Interest Rate
|
|
Fixed
|
$
|
1,899,778
|
|
|
4.30
|
%
|
|
$
|
1,555,292
|
|
|
4.08
|
%
|
|
Variable
|
53,433
|
|
|
5.29
|
|
|
54,694
|
|
|
6.03
|
|
|
Total
|
$
|
1,953,211
|
|
|
4.33
|
%
|
|
$
|
1,609,986
|
|
|
4.15
|
%
|
The ten-year debt repayment table represents debt principal repayments and maturities and the weighted average interest rate of those repayments and maturities for our Consolidated Properties and our Credit Facility.
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|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
Year
|
|
Principal Repayments
and Maturities
|
|
Percent of Total
Outstanding Debt
|
|
Weighted Average
Interest Rate
|
|
2026
|
|
$
|
242,257
|
|
|
12
|
%
|
|
4.52
|
%
|
|
2027
|
|
447,349
|
|
|
23
|
|
|
4.72
|
|
|
2028
|
|
536,118
|
|
|
27
|
|
|
4.29
|
|
|
2029
|
|
84,200
|
|
|
4
|
|
|
5.18
|
|
|
2030
|
|
275,855
|
|
|
14
|
|
|
4.40
|
|
|
2031
|
|
215,421
|
|
|
11
|
|
|
3.41
|
|
|
2032
|
|
52,057
|
|
|
3
|
|
|
2.99
|
|
|
2033
|
|
2,195
|
|
|
-
|
|
|
3.24
|
|
|
2034
|
|
39,268
|
|
|
2
|
|
|
5.57
|
|
|
2035 and thereafter
|
|
58,491
|
|
|
3
|
|
|
3.28
|
|
The following is a summary of the mortgage notes for our consolidated properties as of December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property
|
|
Interest Rate
|
|
Maturity Date
|
|
Principal Balance
|
|
Maui Mall
|
|
3.64
|
%
|
|
June 1, 2026
|
|
$
|
32,813
|
|
|
Rancho Temecula Town Center
|
|
4.02
|
|
|
July 1, 2026
|
|
28,000
|
|
|
Dylan Point Loma (1)
|
|
3.83
|
|
|
September 1, 2026
|
|
37,175
|
|
|
4211 Starboard Drive
|
|
5.29
|
|
|
September 1, 2026
|
|
20,164
|
|
|
13500 Danielson Street
|
|
5.29
|
|
|
September 1, 2026
|
|
10,751
|
|
|
2840 Loker Ave
|
|
5.29
|
|
|
September 1, 2026
|
|
14,005
|
|
|
15890 Bernardo Center Drive
|
|
5.29
|
|
|
September 1, 2026
|
|
8,513
|
|
|
Lane Parke Apartments
|
|
3.18
|
|
|
November 1, 2026
|
|
37,000
|
|
|
The District at Howell Mill
|
|
5.30
|
|
|
March 1, 2027
|
|
25,290
|
|
|
San Juan Medical Center
|
|
3.35
|
|
|
October 1, 2027
|
|
16,730
|
|
|
Whitestown Distribution Center
|
|
2.95
|
|
|
February 10, 2028
|
|
34,000
|
|
|
Townlake of Coppell
|
|
2.41
|
|
|
April 1, 2028
|
|
36,030
|
|
|
Single-Family Rental Portfolio I
|
|
4.70
|
|
|
April 1, 2028
|
|
386,174
|
|
|
Southeast Phoenix Distribution Center
|
|
2.70
|
|
|
June 1, 2028
|
|
49,000
|
|
|
Grand Lakes Marketplace
|
|
6.12
|
|
|
October 5, 2028
|
|
23,900
|
|
|
Jefferson Lake Howell
|
|
6.16
|
|
|
July 1, 2029
|
|
53,535
|
|
|
Reserve at Johns Creek
|
|
3.58
|
|
|
December 1, 2029
|
|
25,521
|
|
|
Haven North Andover
|
|
3.28
|
|
|
April 1, 2030
|
|
35,900
|
|
|
Glendale Distribution Center
|
|
5.04
|
|
|
August 1, 2030
|
|
50,000
|
|
|
West Phoenix Distribution Center
|
|
4.99
|
|
|
September 1, 2030
|
|
62,000
|
|
|
Montecito Marketplace
|
|
5.35
|
|
|
September 1, 2030
|
|
37,710
|
|
|
Mason Mill Distribution Center
|
|
3.25
|
|
|
October 1, 2030
|
|
17,500
|
|
|
The Penfield
|
|
2.50
|
|
|
November 1, 2030
|
|
35,434
|
|
|
West Raleigh Distribution Center
|
|
5.03
|
|
|
December 1, 2030
|
|
35,750
|
|
|
South San Diego Distribution Center
|
|
3.18
|
|
|
January 1, 2031
|
|
72,500
|
|
|
Woodside Trumbull
|
|
3.03
|
|
|
January 1, 2031
|
|
34,500
|
|
|
Villas at Legacy
|
|
5.82
|
|
|
September 1, 2031
|
|
37,500
|
|
|
The Preserve at the Meadows
|
|
2.57
|
|
|
October 1, 2031
|
|
32,400
|
|
|
The Rockwell
|
|
2.62
|
|
|
October 1, 2031
|
|
46,310
|
|
|
Reserve at Venice
|
|
2.98
|
|
|
March 1, 2032
|
|
55,800
|
|
|
Summit at San Marcos
|
|
5.71
|
|
|
April 1, 2034
|
|
37,000
|
|
|
Molly Brook on Belmont
|
|
3.31
|
|
|
August 1, 2042
|
|
51,222
|
|
|
Creekview Crossing
|
|
3.09
|
|
|
June 1, 2055
|
|
25,253
|
|
________
(1) The property associated with this mortgage note payable was classified as held for sale as of December 31, 2025 and sold on January 27, 2026. The loan was retired as part of the sale.
On April 28, 2022, we entered into a credit agreement providing for a $1,000,000 revolving line of credit and unsecured term loan (collectively, the "Credit Facility") with a syndicate of nine lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Capital Markets LLC, Wells Fargo Securities, LLC and Capital One, National Association. 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. The $1,000,000 Credit Facility consists of a $600,000 revolving line of credit (the "Revolving Credit Facility") and a $400,000 term loan (the "Term Loan"). The Revolving Credit Facility contains a sublimit of $25,000 for letters of credit. The primary interest rate for the Revolving Credit Facility is based on one-month term secured overnight financing rate ("SOFR") plus 0.10% ("Adjusted Term SOFR"), plus a margin ranging from 1.30% to 2.00%, depending on our total leverage ratio. The primary interest rate for the Term Loan is based on Adjusted Term SOFR, plus a margin ranging from 1.25% to 1.95%, depending on our total leverage ratio. The maturity date of the Revolving Credit Facility was extended to April 28, 2026 and the Term Loan matures on April 28, 2027. The Credit Facility contains one additional twelve-month extension option at our election. Based on our current total leverage ratio, we can elect to borrow at Adjusted Term SOFR plus 1.35% and Adjusted Term SOFR plus 1.30% for the Revolving Credit Facility and Term Loan, respectively, or alternatively, we can choose to borrow at a "base rate" equal to (i) the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) Adjusted Term SOFR plus 1.00%, plus (ii) a margin ranging from 0.30% to 1.00% for base rate loans under the Revolving Credit Facility or a margin ranging from 0.25% to 0.95% for base rate loans under the Term Loan. If the "base rate" is less than 1.00%, it will be deemed to be 1.00% for purposes of the Credit Facility. We intend to use the Revolving Credit Facility to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of December 31, 2025, we believe no material adverse effects had occurred. As our mortgage notes mature, we will explore refinancing and paying off the loans as well as full or partial sales of the properties. To accomplish these refinancings and paydowns, we would use cash on hand, our Credit Facility, cash from future property operations and capital from the proceeds of the Current Public Offering and the DST Program.
Borrowings under the Credit Facility are guaranteed by us and certain of our subsidiaries. The Credit Facility requires the maintenance of certain financial covenants, including: (i) unencumbered property pool leverage ratio; (ii) debt service coverage ratio; (iii) maximum total leverage ratio; (iv) fixed charges coverage ratio; (v) minimum NAV; (vi) maximum secured debt ratio; (vii) maximum secured recourse debt ratio; (viii) maximum permitted investments; and (ix) unencumbered property pool criteria. The Credit Facility provides the flexibility to move assets in and out of the unencumbered property pool during the term of the Credit Facility.
At December 31, 2025, we had $85,000 outstanding under the Revolving Credit Facility at Adjusted Term SOFR plus 1.35% and $400,000 outstanding under the Term Loan at Adjusted Term SOFR plus 1.30%. We entered into swap and collar agreements for $650,000 of the Credit Facility to fix the floating rate SOFR at an average of 3.87% (all in rate of 5.17% to 5.22% at December 31, 2025). The interest rate swap and collar agreements mature on April 28, 2027.
At December 31, 2025, we were in compliance with all debt covenants.
On March 12, 2026, we entered into an amended credit agreement providing for a $1,000,000 revolving line of credit and unsecured term loan (collectively, the "Amended Credit Facility") with a syndicate of ten lenders led by JPMorgan Chase Bank. The Amended 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. The $1,000,000 Amended Credit Facility consists of a $600,000 revolving credit facility (the "Revolving Credit Facility") and a $400,000 term loan (the "Term Loan"). The primary interest rate for the Revolving Credit Facility is based on one-month SOFR ("Term SOFR"), plus a margin ranging from 1.25% to 1.95%, depending on our total leverage ratio. The primary interest rate for the Term Loan is based on Term SOFR, plus a margin ranging from 1.20% to 1.90%, depending on our total leverage ratio. The maturity date of both the Revolving Credit Facility and the Term Loan is March 13, 2028. The credit facility contains three, twelve-month extension options at our election. Based on our current total leverage ratio, we can elect to borrow at Term SOFR plus 1.30% and Term SOFR plus 1.25% for the Revolving Credit Facility and Term Loan, respectively, or alternatively, we can choose to borrow at a "base rate" equal to (i) the highest of (a) the Federal Funds Rate plus 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) Adjusted Term SOFR plus 1.0%, plus (ii) a margin ranging from 0.30% to 0.95% for base rate loans under the Revolving Credit Facility or a margin ranging from 0.20% to 0.90% for base rate loans under the Term Loan. If the "base rate" is less than 0.0%, it will be deemed to be 0.0% for purposes of the Credit Facility.
INSURANCE
Although we believe our investments are currently adequately covered by insurance consistent with the terms and levels of coverage that are standard in our industry, we cannot provide assurance that all losses will be covered or predict at this time if we will be able to obtain adequate coverage at a reasonable cost in the future.
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 the 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 thereafter by the lesser of 12% or the cumulative Consumer Price Index ("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 immediately put its interest 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 immediately put its interest to us at a market determined value.
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.
The operating agreement for our investment in Single-Family Rental Portfolio II allows the unrelated third party joint venture, owning a 5% interest, to put its interest to us at a market determined value starting November 9, 2030.
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 Code.