UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31, 20192022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from______to_______. | |||||
Commission file number: 000-51948
(Exact name of registrant as specified in its charter)
| Maryland | 20-1432284 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
333 West Wacker Drive, Chicago, IL, 60606
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: code: (312) 897-4000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
Class A Common Stock, $.01 par value
Class M Common Stock, $.01 par value
Class A-I Common Stock, $.01 par value
Class M-I Common Stock, $.01 par value
Class D Common Stock, $.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | Emerging growth company | ☐ | |||||||||||||
| Non-accelerated filer | ý | Smaller reporting company | ||||||||||||||||
| ☐ | ||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued it audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No ý☒
As of June 28, 2019,30, 2022, the aggregate market value of the 77,598,812108,205,677 shares of Class A common stock, 40,802,15324,298,368 shares of Class M common stock, 10,954,8106,106,688 shares of Class A-I common stock, 14,329,53686,818,680 shares of Class M-I common stock and 5,448,1116,041,611 shares of Class D common stock held by non-affiliates of the registrant was $943,602, $496,970, $133,539, $174,534,$1,606,897, $361,457, $90,923, $1,291,203, and $66,249$89,746 for Class A, Class M, Class A-I,
Class M-I and Class D shares, respectively, based upon the last net asset value of $12.16, $12.18, $12.19, $12.18$14.85, $14.88, $14.89, $14.87 and $12.16$14.85 per share for Class A, Class M, Class A-I, Class M-I and Class D shares, respectively.
As of March 10, 2020,27, 2023, there were 94,210,815112,809,047 shares of Class A common stock, 38,801,35526,472,493 shares of Class M common stock, 11,122,3344,891,032 shares of Class A-I common stock, 28,021,88195,761,320 shares of Class M-I common stock and 4,957,9153,023,025 shares of Class D common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrant’s proxy statement, which will be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s 20202023 Annual Meeting of Stockholders, are incorporated by reference into Part III of this annual report.
We are subject to numerous risks and uncertainties that could cause our actual results and future events to differ materially from those set forth or contemplated in our forward-looking statements, including those summarized below. The following list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. This risk factor summary should be read together with the more detailed discussion of risks and uncertainties set forth under “Item 1A. Risk Factors” in this Form 10-K.
Risks Related to Investment in Shares of Our Common Stock
•There is no public trading market for shares of our common stock; therefore, the ability of our stockholders to dispose of their shares will likely be limited to the repurchase of shares by us which generally will not be available during the first year after the purchase. If stockholders do sell their shares to us, they may receive less than the price paid.
•Our ability to repurchase shares may be limited, and our board of directors may modify or suspend our share repurchase plan at any time.
•We have a history of operating losses and cannot assure you that we will sustain profitability.
•The availability, timing and amount of cash distributions to you is uncertain.
•Your overall return may be reduced if we pay distributions from sources other than our cash from operations.
•Your purchase price may be more or less than the actual net asset value ("NAV") if our NAV is incorrectly calculated.
•Our NAV per share may suddenly change if the appraised values of our properties materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
•The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.
Risks Related to Conflicts of Interest
•Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
•Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible for calculating.
•Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
Risks Related to Adverse Changes in General Economic Conditions
•Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
•Any market deterioration may cause the value of our real estate investments to decline.
•Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
•Inflation or deflation may adversely affect our financial condition and results of operations.
Risks Related to Our General Business Operations and Our Corporate Structure
•We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
•Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
•We may change our investment and operational policies without stockholder consent.
Risks Related to Investments in Real Property
•We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
•Our revenues will be significantly influenced by the economies and other conditions of the industrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
•Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
•Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
•We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant efforts to re-let space, which may adversely affect our operating results.
•Competition in acquiring properties may reduce our profitability and the return on your investment.
Risks Related to Investments in Real Estate-Related Assets
•Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
•The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
•The value of the real estate-related securities that we may invest in may be volatile.
•We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.
•We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
•Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
Risks Related to Debt Financing
•We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
•Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
•Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
•If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
•Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
Federal Income Tax Risks
•Failure to qualify as a real estate investment trust ("REIT") would have significant adverse consequences to us.
•To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.
•Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.
•We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as a REIT for federal income tax purposes.
•Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
•Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
General Risk Factors
•The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.
TABLE OF CONTENTS
| Page | ||||||||
| PART I | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| Item 9C. | ||||||||
| PART III | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| PART IV | ||||||||
| Item 15. | ||||||||
| Item 16. | ||||||||
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Cautionary Note Regarding Forward-Looking Statements
This Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the Securities and Exchange Commission (“SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10-K. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Presentation of Dollar Amounts
Unless otherwise noted, all dollar amounts, except per share dollar amounts, reported in this Form 10-K are in thousands.
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PART I
| Item 1. | Business. | ||||
GENERAL
Except where the context suggests otherwise, the terms “we,” “us,” “our,”“our” and the “Company” and "JLL Income Property Trust" refer to Jones Lang LaSalleJLL Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc., formerly known as Jones Lang LaSalle Income Property Trust, Inc., is an externally advised, daily valued perpetual-life real estate investment trust ("REIT")REIT that owns and manages a diversified portfolio of apartment, industrial, office, residential, retail and other properties located in the United States. Over time, our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and will be complemented by investments in real estate-related debt and equity securities. We were incorporated onMay 28, 2004under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 2019, 2022, we owned interests in a total of 77 135 properties and over 4,300 single-family rental houses located in 2026 states.
We own and plan to continue to own, all or substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are the initiala limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold all or substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). This structure is intended to facilitate tax deferred contributions of properties to our operating partnership in exchange for limited partnership interests in our operating partnership. A transfer of property directly to a REIT in exchange for shares of common stock of a REIT is generally a taxable transaction to the transferring property owner. InBy using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of December 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $128,421, and owned directly or indirectly 96.1% of the OP Units of our operating partnership. The remaining 3.9% of the OP Units are held by third parties.
From our inception to January 15, 2015,December 31, 2022, we raised equityhave received approximately $4,695,400 in gross offering proceeds throughfrom various public and private offerings of shares of our common stock.stock as well as issuance of OP Units. On January 16, 2015,October 1, 2012, we commenced our follow-on Registration Statement on Form S-11 was declared effective by the SEC with respect to our continuousinitial public offering of up to $2,700,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock consisting of up to $2,400,000 of sharesand since that time we have offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan (the “First Extended Public Offering”). As of July 6, 2018, the date our First Extended Public Offering terminated, we had raised aggregate gross proceeds from the sale of shares of our common stock in various public offerings registered with the SEC.
On December 21, 2021, our First Extended Public Offering of $1,138,053.
As of December 31, 2019, 88,007,7212022, 113,645,166 shares of Class A common stock, 39,036,77026,170,260 shares of Class M common stock, 11,153,5674,950,208 shares of Class A-I common stock, 22,589,59995,803,409 shares of Class M-I common stock, and 4,957,9153,023,025 shares of Class D common stock were outstanding and held by a total of 17,24624,496 stockholders.
LaSalle acts as our advisorAdvisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2020,2023, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of, and compensated by, our Advisor. We have no employees, as all operations are managed by our Advisor.
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LaSalle is a wholly-owned,wholly owned, but operationally independent subsidiary, of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of December 31, 2019,2022, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of $30,867.approximately $36,300.
INVESTMENT OBJECTIVES AND STRATEGY
Investment Objectives
Our primary investment objectives are:
•to generate an attractive level of current income for distribution to our stockholders;
•to preserve and protect our stockholders' capital investments;
•to achieve appreciation of our NAV over time; and
•to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
We cannot assure you that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.
Investment Strategy
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy will enable us to provide stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio will benefit our stockholders by providing:
•diversification of sources of income;
•access to attractive real estate opportunities currently in the United States and, over time, around the world; and
•exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy will allow us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”
We will leverage LaSalle's broad commercial real estate research and strategy platform and capabilities to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe have the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.
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Investment Portfolio Allocation Targets
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors will review the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefortherefore shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors and do not require notice to or the vote of our stockholders.
We will seek to invest:
•up to 95% of our assets in properties;
•up to 25% of our assets in real estate-related assets; and
•up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside the target levels provided above due to factors such as a large inflow of capital over a short period of time, a lack of attractive investment opportunities or an increase in anticipated cash requirements for repurchase requests.
Sustainability and Climate Risk
We actively work to promote our growth and operations in a sustainable and responsible manner across our portfolio. Our sustainability strategy focuses on delivering long-term value to our stockholders while operating our properties in a manner to contribute to positive economic, social, and environmental outcomes for our tenants and the communities we serve.
We tailor our approach to each asset, working to protect and enhance financial returns today and in the future. We examine a range of sustainability factors for each asset that have the potential to enhance accretive value drivers, such as tenant marketability, lower operating expenses and greater appeal to future buyers, as well as to fortify defensive value protectors, such as regulatory disclosure and carbon pricing risk, physical climate risk and insurance premium risk, among others. The relative importance of these factors for any given investment opportunity will vary for many reasons including but not limited to the investment type, market, sector, tenant profile, the expected investment period and the local regulatory environment. By tailoring our approach, our Advisor is able to develop an action plan to maximize the sustainability impact and financial performance of each investment. This sustainability strategy complements our investment strategy and policies and furthers our core investment thesis.
Our sustainability activities are overseen by our Advisor’s Sustainability Governance Board. This board consists of representatives from the fund management, asset management, acquisitions, research & strategy, investor relations and sustainability teams within our Advisor. The Sustainability Governance Board supports our portfolio management team, provides input, oversight and leadership for program activities, and is responsible for ensuring that sustainability is embedded into each part of the asset life cycle and business operations.
We are focused on acquiring and maintaining high-performing, resilient properties that fit our investment strategy, while simultaneously looking for ways to mitigate operational costs and the potential external impacts of energy, water, waste, greenhouse gas emissions and climate change. Sustainability factors are incorporated throughout the investment lifecycle, and we actively pursue resource efficiency projects and sustainability certifications across the portfolio. Prior to the acquisition of a property, our Advisor conducts an in-depth investigation during the due diligence process to identify key sustainability and climate risk information.
Every year, our Advisor considers the energy performance level of each asset and the sustainability related capital and operating activities are integrated into the annual budget process. In order to identify opportunities to increase efficiency, our Advisor conducts energy audits on properties located in jurisdictions with sustainability regulations, as well as on properties with low energy performance or with significant planned capital work that will impact energy-using systems.
Climate change is a risk to us, our tenants and our other stakeholders and will require us to evaluate strategies for resilience and to incorporate sustainability risks into our long-term strategic business decisions. These risks include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for us.
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Our Advisor addresses climate risk by evaluating climate change scenarios and adapting its acquisition and portfolio review processes to address climate change vulnerabilities resulting from potential future climate scenarios. Physical and transition risks that may result from climate change could have a material adverse effect on our properties, operations and business. Our role in assessing and managing these climate-related risks and initiatives is spread across multiple teams in the organization, including executive leadership and the sustainability, acquisitions, risk management, asset management, legal and compliance and research departments.
In 2018, we became the first NAV REIT to submit to Global Real Estate Sustainability Benchmark ("GRESB"), a leading global provider of real estate environmental, social and governance benchmarking and performance assessments. For 2022, we achieved a 3-star out of 5-star GRESB rating. Also in 2022, our properties achieved 12 BREEAM In-Use Certifications, five ENERGY STAR Certifications and 31 WELL Health Safety Ratings. We conducted energy efficiency or net zero carbon audits to identify efficiency opportunities at three of our properties and are evaluating several properties for installation of solar and electric vehicle chargers. Our Advisor is committed to reduce the landlord-controlled operational carbon emissions of our portfolio of directly-managed properties to net zero by the year 2050, including a 50% reduction by 2030. In line with this, our Advisor is a signatory to the UN’s net Zero Asset Managers Initiative, ULI Greenprint’s Net Zero Goal and the US DOE’s Better Climate Challenge.
INVESTMENT POLICIES
We may invest in real estate directly or indirectly through interests in corporations, limited liability companies, partnerships and joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant in common interests, mortgages, participating mortgages, convertible mortgages, second mortgages, mezzanine loans or other debt interests convertible into equity interests in real property, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate.
We intend to use financial leverage to provide additional funds to support our investment activities. We expect to maintain a targeted Companycompany leverage ratio (calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the fair value of total assets) of between approximately 30% and 50%. Our Companycompany leverage ratio was 33% and 39%36% at December 31, 20192022 and 2018, respectively.42% at December 31, 2021. We intend to continue to use portions of the proceeds from our offerings to retire certain borrowings as they mature or become available for repayment or when doing so is beneficial to achieving our investment objectives. We are precluded from borrowing more than approximately 75% of the sum of the cost of our investments (before non-cash reserves and depreciation), which is based upon the limit specified in our charter that borrowing may not exceed 300% of the cost of our net assets. “Net assets” is defined as our total assets, other than intangibles, valued at cost (prior to deducting depreciation and amortization, reserves for bad debts and other non-cash reserves) less total liabilities. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of our board, including a majority of our independent directors, and disclosed to stockholders in our next quarterly report, along with justification for such excess. In such event, we will review our debt levels at that time and take action to reduce any such excess as soon as practicable. WeAs of December 31, 2022, we are currently in compliance with the charter limitations on our indebtedness.
Investments in Properties
We generally invest in properties located in large metropolitan areas that are well-leased with a stable tenant base and that are expected to generate predictable income. However, we may make investments in properties with other characteristics if we believe that the investments have the potential to enhance portfolio diversification or investment returns, as further described below under “Value Creation Opportunities.” There is no limitation on the amount we may invest in any single property.
We intend to manage risk through constructing and managing a broadly diversified portfolio of properties in developed markets around the world. We believe that a broadly diversified investment portfolio may offer stockholders significant benefits for a given level of risk relative to a more concentrated investment portfolio. In addition, we believe that assembling a diversified tenant base by investing in multiple properties and property types across multiple markets and geographic regions may mitigate the economic impacts associated with releasing properties or tenants potentially defaulting under their leases, since lease revenues represent the primary source of income from our real estate investments.
We will focus on acquiring and managing a portfolio of properties that provides tenants and residents with modern functionality and location desirability in order to avoid near-term obsolescence. We will generally invest in well-designed buildings that we believe present an attractive appearance, have been and are properly maintained and require minimal capital improvements in the near term. We generally do not intend to acquirematerially invest in higher risk properties in need of significant renovation, development or new construction; however, we may invest in these types of properties if we believe attractive risk-adjusted investment returns can be achieved through proactive management techniques or value-add programs, as further described below under “Value Creation Opportunities.”
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Our board of directors is responsible for determining the consideration we pay for each property we acquire. However, our board has adopted investment guidelines that delegate this authority to our Advisor, so long as our Advisor complies with these investment guidelines. The investment guidelines limit the types of properties and investment amounts that may be acquired or disposed of without the specific approval of our board.board of directors. Our board of directors may change from time to time the scope of authority delegated to our Advisor.
Subject to limitations contained in our charter, we may issue, or cause to be issued, shares of our stock or limited partnership units in our operating partnershipOP Units in any manner (and on such terms and for such consideration) in exchange for real estate. Our existing stockholders have no preemptive rights to purchase any such shares of our stock or limited partnership units,OP Units, and any such issuance might cause a dilution of a stockholder’s initial investment. We may enter into additional contractual arrangements with contributors of property under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at specified times. Although we may enter into such transactions, we do not currently intend to do so in the near term.
Global Target Markets
In general, we seek to invest in properties in well-established locations within larger metropolitan areas and with the potential for above average population or employment growth. Although we have focused, and expect to continue to focus, on investing primarily in developed markets throughout the United States, we may also invest a substantial portion of the proceeds of our offerings in markets outside of the United States. We believe that an allocation toinvestments in international investmentsmarkets that meet our investment objectives and guidelines will contribute meaningfullymaterially to the diversification of our portfolio, the ability for us to identify favorable income-generating investments and the potential for achieving attractive long-term risk-adjusted returns. We believe that opportunities for attractive risk-adjusted returns exist both withinin and outside the United States and globally.States. Most of our investments outside of the United States will be in core properties in stabilized, well-developed markets within Europe and the Asia Pacific region. We believe that our long-term strategy to acquire properties on a global basis will provide for a well-diversified portfolio that will generate attractive current returns and optimize long-term value for our stockholders.
Value Creation Opportunities
We may periodically seek to enhance investment returns through various value creation opportunities. While there are no specific limitations on the nature or amount of these types of investments, in the aggregate they are not expected to materially change the risk profile of our overall portfolio. Examples of likely value creation investments include properties with significant leasing risk, forward purchase commitments, development, redevelopment or repositioning opportunities and nontraditional or mixed-use property types. These investments generally have a higher risk and higher return profile than our primarily core strategy.
Disposition Policies
We anticipate that we will hold most of our properties for an extended period. However, we may determine to sell a property before the end of its anticipated holding period. We will monitor each investment within the portfolio and the overall portfolio composition for appropriateness in meeting our investment objectives. Our Advisor may determine to sell a property if:
•an opportunity has arisen to enhance overall investment returns by reallocating capital;
•there are diversification benefits associated with disposing of the property and rebalancing our investment portfolio;
•in the judgment of our Advisor, the value of the property might decline or underperform as compared to our investment strategy;
•an opportunity has arisen to pursue a more attractive investment;
•the property was acquired as part of a portfolio acquisition and does not meet our investment guidelines;
•there exists a need to generate liquidity to satisfy repurchase requests, to pay distributions to our stockholders or for working capital; or
•in the judgment of our Advisor, the sale of the property is in the best interests of our stockholders.
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Generally, we intend to reinvest proceeds from the sale, financing or other disposition of properties in a manner consistent with our investment strategy and guidelines, although we may be required to distribute such proceeds to stockholders in order to comply with REIT requirements or we may make distributions for other reasons.
Investments in Real Estate-Related Assets
We may invest a portion of our portfolio in real estate-related assets other than properties. These assets may include the common and preferred stock of publicly-tradedpublicly traded real estate-related companies, preferred equity interests, mortgage loans and other real estate-related equity and debt instruments. Up to 25% of our overall portfolio may be invested in real estate-related assets. We believe that our Advisor’s ability to acquire real estate-related assets in conjunction with acquiring a portfolio of properties may provide us with additional liquidity and further diversification, which provides greater financial flexibility and discretion to construct an investment portfolio designed to achieve our investment objectives.
Our charter requires that any investment in equity securities (other than equity securities traded on a national securities exchange or included for quotation on an inter-dealer quotation system) not within the specific parameters of our investment guidelines adopted by our board of directors must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as being fair, competitive and commercially reasonable.
As of December 31, 2022, we had $44,182 invested in publicly traded real estate companies.
We may invest in mortgage loans consistent with the requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans, generally on the same types of properties we might otherwise buy. These mortgage loans may pay fixed or variable interest rates or have “participating” features described below. Normally, mortgage loans will be secured by income-producing properties. TheyThese mortgage loans typically will be nonrecourse, which means they will not be the borrower’s personal obligations. We expect that most will be first mortgage loans, with first priority liens on the property. These mortgage loans may provide for payments of principal and interest or may provide for interest-only payments, with a balloon payment at maturity.
We may make mortgage loans that permit us to participate in the revenues from, or appreciation, of the underlying property consistent with the rules applicable for qualification as a REIT. These participations may entitle us to receive additional interest, usually calculated as a percentage of the gross income the borrower receives from operating, selling or refinancing the property. We may also receive an option to buy an interest in the property securing the participating loan.
Subject to the percentage of ownership limitations and gross income and asset requirements required for REIT qualification, we may invest in equity securities of companies engaged in real estate activities, including for the purpose of exercising control over such entities. Companies engaged in real estate activities may include, for example, REITs that either own properties or make real estate loans, real estate developers, entities with substantial real estate holdings such as limited partnerships, funds and other commingled investment vehicles, and other companies whose products and services are related to the real estate industry, such as mortgage lenders or mortgage servicing companies. We may acquire all or substantially all of the securities or assets of companies engaged in real estate activities where such investment would be consistent with our investment policies and our status as a REIT. We may also acquire exchange traded funds and mutual funds focused on REITs and real estate companies. In any event, we do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and we intend to generally divest appropriate securities before any such registration would be required.
Cash, Cash Equivalents and Other Short-Term Investments
We may invest up to 15% of our assets in cash, cash equivalents and other short-term investments. These types of investments may include the following, to the extent consistent with our qualification as a REIT:
•money market instruments, cash and other cash equivalents (such as high-quality short-term debt instruments, including commercial paper, certificates of deposit, bankers' acceptances, repurchase agreements, interest- bearing time deposits and credit rated corporate debt securities);
•U.S. government or government agency securities; and
•credit rated corporate debt or asset-backed securities of U.S. or foreign entities, or credit rated debt securities of foreign governments or multi-national organizations.
Other Investments
We may, but do not presently intend to, make investments other than as previously described. At all times, we intend to make investments in such a manner consistent with maintaining our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). We do not intend to underwrite securities of other issuers.
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COMPETITION
We face competition when attempting to make real estate investments, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships and individual investors. The leasing of real estate is also highly competitive. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services provided and the design and condition of the improvements.
SEASONALITY
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
As an owner and operator of real estate, weour operations are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, include among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property; (iv) federal, state and local environmental laws. laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.
Compliance with existingthe federal, state and local laws described above has not had a material, adverse effect on our business, assets, results of operations, financial condition and results of operations,ability to pay distributions, and we do not believe itthat our existing portfolio will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed environmentalrequire us to incur material expenditures to comply with these laws or regulations applicable to our current investments in properties or investments in properties we may make in the future. During our due diligence prior to making investments in properties, we retain qualified environmental consultants to assist us in identifying and quantifying environmental risks associated with such investments.
regulations.
GEOGRAPHIC CONCENTRATION
The following table provides information regarding the geographic concentration of our real estate portfolio as of December 31, 2019:2022:
| Real Estate Portfolio | |||||||||||||||||
Number of Properties(1) | Net Rentable Square Feet | Estimated Percent of Fair Value | |||||||||||||||
| South | 28 | 7,150,000 | 28 | % | |||||||||||||
| West | 54 | 8,311,000 | 39 | ||||||||||||||
| East | 33 | 7,047,000 | 24 | ||||||||||||||
| Midwest | 20 | 2,870,000 | 9 | ||||||||||||||
| Total | 135 | 25,378,000 | 100 | % | |||||||||||||
________
(1) Excludes over 4,300 single-family rental houses located in various markets across the United States.
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| Real Estate Portfolio | ||||||||
Number of Properties | Net Rentable Square Feet | Estimated Percent of Fair Value | ||||||
| South | 18 | 5,001,000 | 25 | % | ||||
| West | 29 | 4,176,000 | 43 | |||||
| East | 17 | 3,462,000 | 19 | |||||
| Midwest | 13 | 2,370,000 | 13 | |||||
| Total | 77 | 15,009,000 | 100 | % | ||||
The following charts sets forth the percentage of our consolidated revenues derived from properties owned in each state that accounted for more than 10% of our consolidated revenues during 2019, 2018 and 2017:
•Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
•Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible for calculating.
•Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
Risks Related to Adverse Changes in General Economic Conditions
•Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
•Any market deterioration may cause the value of our real estate investments to decline.
•Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
•Inflation or deflation may adversely affect our financial condition and results of operations.
Risks Related to Our General Business Operations and Our Corporate Structure
•We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
•Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
•We may change our investment and operational policies without stockholder consent.
Risks Related to Investments in Real Property
•We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, that accounted for more than 10%could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
•Our revenues will be significantly influenced by the economies and other conditions of the consolidated revenues from their respective segmentsindustrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
•Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
•Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
•We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant efforts to re-let space, which may adversely affect our operating results.
•Competition in acquiring properties may reduce our profitability and the return on your investment.
Risks Related to Investments in Real Estate-Related Assets
•Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
•The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
•The value of the real estate-related securities that we may invest in may be volatile.
•We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.
•We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
•Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
Risks Related to Debt Financing
•We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
•Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
•Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
•If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
•Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
Federal Income Tax Risks
•Failure to qualify as a real estate investment trust ("REIT") would have significant adverse consequences to us.
•To maintain our REIT status, we may have to borrow funds on a short-term basis during the years ending December 31, 2019, 2018unfavorable market conditions.
•Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and 2017 werereduce your overall return.
•We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as follows:a REIT for federal income tax purposes.
•Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
•Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
General Risk Factors
•The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.
| For the year ended December 31, | |||||
| 2019 | 2018 | 2017 | |||
| Office | |||||
Amazon(1) | 45% | 30% | 30% | ||
| Summit Medical Group | 15% | 12% | 11% | ||
Sugar Publishing (2) | 3% | 11% | 9% | ||
| Page | ||||||||
| PART I | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 1B. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| Item 9C. | ||||||||
| PART III | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| PART IV | ||||||||
| Item 15. | ||||||||
| Item 16. |
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This Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our internalplans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, alongstrategies, financial results or other developments. Forward-looking statements can be identified by the primary property typesuse of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are targeting for investments, resultingreasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the Securities and Exchange Commission (“SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in five operating segments: apartment properties, industrial properties, office properties, retail propertiesthis Form 10-K. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and other properties. See Item 7, “Management's“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”Operations.”
Presentation of Dollar Amounts
Unless otherwise noted, all dollar amounts, except per share dollar amounts, reported in this Form 10-K are in thousands.
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PART I
| Item 1. | Business. | ||||
GENERAL
Except where the context suggests otherwise, the terms “we,” “us,” “our” and Item 8, “Financial Statementsthe “Company” refer to JLL Income Property Trust, Inc. The terms “Advisor” and Supplementary Data”“LaSalle” refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc., formerly known as Jones Lang LaSalle Income Property Trust, Inc., is an externally advised, daily valued perpetual-life REIT that owns and manages a diversified portfolio of industrial, office, residential, retail and other properties located in the United States. Over time, our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and will be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for financial information relatedfederal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 2022, we owned interests in a total of 135 properties and over 4,300 single-family rental houses located in 26 states.
We own substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are a limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). By using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our reportable segments.operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of December 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $128,421, and owned directly or indirectly 96.1% of the OP Units of our operating partnership. The remaining 3.9% of the OP Units are held by third parties.
From our inception to December 31, 2022, we have received approximately $4,695,400 in gross offering proceeds from various public and private offerings of shares of our common stock as well as issuance of OP Units. On October 1, 2012, we commenced our initial public offering of common stock and since that time we have offered shares of our common stock in various public offerings registered with the SEC.
In addition to our public offerings, on March 3, 2015, we commenced a private offering (the "Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of December 31, 2022, we have raised aggregate gross proceeds of $98,188 in the Private Offering. In addition, on October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $2,000,000 in private placements exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts ("DSTs") holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of December 31, 2022, we have raised approximately $759,194 of aggregate gross proceeds from our DST Program.
LaSalle acts as our Advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2023, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of, and compensated by, our Advisor. We have no employees, as all operations are managed by our Advisor.
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LaSalle is a wholly owned, but operationally independent subsidiary, of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of December 31, 2022, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of approximately $36,300.
INVESTMENT OBJECTIVES AND STRATEGY
Investment Objectives
Our primary investment objectives are:
•to generate an attractive level of current income for distribution to our stockholders;
•to preserve and protect our stockholders' capital investments;
•to achieve appreciation of our NAV over time; and
•to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
We cannot assure you that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.
Investment Strategy
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties are generally defined as having five or more dwelling unitsand real estate-related assets around the world. We believe this strategy will enable us to provide stockholders with a portfolio that are part of a single complex and offered for rental use as opposed to detached single-family residential properties. There are three main types of apartment properties: garden-style (mostly one-story apartments), low-rise and high-rise. Apartments generally have the lowest vacancy rates of anyis well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with the better performing properties typically located in markets or locations with strong employmentstable distributions and demographic dynamics. attractive long-term risk-adjusted returns.
We plan to invest in apartment propertiesbelieve that are located in or near employment centers with favorable potential for employment growth and conveniently situated with our broadly diversified portfolio will benefit our stockholders by providing:
•diversification of sources of income;
•access to transportationattractive real estate opportunities currently in the United States and, retailover time, around the world; and service amenities. Traditional apartment properties
•exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are generally leasedoften cyclical in nature, our strategy will allow us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by apartment unitselecting investments across multiple property types and geographic regions to individual tenants for one year terms.
We will leverage LaSalle's broad commercial real estate research and strategy platform and capabilities to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe have the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.
4
Investment Portfolio Allocation Targets
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors will review the investment guidelines to ensure that the guidelines are locatedbeing followed and are in major distribution hubsthe best interests of our stockholders. Each such determination and near transportation modes such as port facilities, airports, rail lines and major highway systems.
•up to 95% of our assets in parking facilitiesproperties;
•up to 25% of our assets in densely populated urban areas with high barriersreal estate-related assets; and
•up to entry15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside the target levels provided above due to factors such as a large inflow of capital over a short period of time, a lack of attractive investment opportunities or an increase in anticipated cash requirements for new competitionrepurchase requests.
Sustainability and multiple demand drivers.Climate Risk
We actively work to promote our growth and operations in a sustainable and responsible manner across our portfolio. Our sustainability strategy focuses on delivering long-term value to our stockholders while operating our properties in a manner to contribute to positive economic, social, and environmental outcomes for our tenants and the communities we serve.
We tailor our approach to each asset, working to protect and enhance financial returns today and in the future. We examine a range of sustainability factors for each asset that have the potential to enhance accretive value drivers, such as tenant marketability, lower operating expenses and greater appeal to future buyers, as well as to fortify defensive value protectors, such as regulatory disclosure and carbon pricing risk, physical climate risk and insurance premium risk, among others. The relative importance of these factors for any given investment opportunity will vary for many reasons including but not limited to the investment type, market, sector, tenant profile, the expected investment period and the local regulatory environment. By tailoring our approach, our Advisor is able to develop an action plan to maximize the sustainability impact and financial performance of each investment. This sustainability strategy complements our investment strategy and policies and furthers our core investment thesis.
We are subjectfocused on acquiring and maintaining high-performing, resilient properties that fit our investment strategy, while simultaneously looking for ways to mitigate operational costs and the potential external impacts of energy, water, waste, greenhouse gas emissions and climate change. Sustainability factors are incorporated throughout the investment lifecycle, and we actively pursue resource efficiency projects and sustainability certifications across the portfolio. Prior to the information requirementsacquisition of a property, our Advisor conducts an in-depth investigation during the due diligence process to identify key sustainability and climate risk information.
Every year, our Advisor considers the energy performance level of each asset and the sustainability related capital and operating activities are integrated into the annual budget process. In order to identify opportunities to increase efficiency, our Advisor conducts energy audits on properties located in jurisdictions with sustainability regulations, as well as on properties with low energy performance or with significant planned capital work that will impact energy-using systems.
Climate change is a risk to us, our tenants and our other stakeholders and will require us to evaluate strategies for resilience and to incorporate sustainability risks into our long-term strategic business decisions. These risks include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for us.
5
Our Advisor addresses climate risk by evaluating climate change scenarios and adapting its acquisition and portfolio review processes to address climate change vulnerabilities resulting from potential future climate scenarios. Physical and transition risks that may result from climate change could have a material adverse effect on our properties, operations and business. Our role in assessing and managing these climate-related risks and initiatives is spread across multiple teams in the organization, including executive leadership and the sustainability, acquisitions, risk management, asset management, legal and compliance and research departments.
In 2018, we became the first NAV REIT to submit to Global Real Estate Sustainability Benchmark ("GRESB"), a leading global provider of real estate environmental, social and governance benchmarking and performance assessments. For 2022, we achieved a 3-star out of 5-star GRESB rating. Also in 2022, our properties achieved 12 BREEAM In-Use Certifications, five ENERGY STAR Certifications and 31 WELL Health Safety Ratings. We conducted energy efficiency or net zero carbon audits to identify efficiency opportunities at three of our properties and are evaluating several properties for installation of solar and electric vehicle chargers. Our Advisor is committed to reduce the landlord-controlled operational carbon emissions of our portfolio of directly-managed properties to net zero by the year 2050, including a 50% reduction by 2030. In line with this, our Advisor is a signatory to the UN’s net Zero Asset Managers Initiative, ULI Greenprint’s Net Zero Goal and the US DOE’s Better Climate Challenge.
INVESTMENT POLICIES
We may invest in real estate directly or indirectly through interests in corporations, limited liability companies, partnerships and joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant in common interests, mortgages, participating mortgages, convertible mortgages, second mortgages, mezzanine loans or other debt interests convertible into equity interests in real property, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate.
We intend to use financial leverage to provide additional funds to support our investment activities. We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the Exchange Act. Therefore, we file periodic reports, proxy statementsfair value of total assets) of between approximately 30% and 50%. Our company leverage ratio was 36% at December 31, 2022 and 42% at December 31, 2021. We intend to continue to use portions of the proceeds from our offerings to retire certain borrowings as they mature or become available for repayment or when doing so is beneficial to achieving our investment objectives. We are precluded from borrowing more than approximately 75% of the sum of the cost of our investments (before non-cash reserves and depreciation), which is based upon the limit specified in our charter that borrowing may not exceed 300% of the cost of our net assets. “Net assets” is defined as our total assets, other than intangibles, valued at cost (prior to deducting depreciation and amortization, reserves for bad debts and other informationnon-cash reserves) less total liabilities. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of our board, including a majority of our independent directors, and disclosed to stockholders in our next quarterly report, along with the SEC. The SEC maintains a website (www.sec.gov) where the reports, proxyjustification for such excess. In such event, we will review our debt levels at that time and information statements, and other information that we file electronically with the SEC can be accessed free of charge. Our website is www.JLLIPT.com. We may use our website as a distribution channel for material information about our Company. Our reports on Forms 10-K, 10-Q and 8-K, and all amendmentstake action to those reports are posted on our websitereduce any such excess as soon as reasonably practicable afterpracticable. As of December 31, 2022, we are in compliance with the reportscharter limitations on our indebtedness.
Investments in Properties
We generally invest in properties located in large metropolitan areas that are electronically filedwell-leased with or furnisheda stable tenant base and that are expected to the SEC. The contents of our website are not incorporated by reference.
under “Value Creation Opportunities.” There is no public trading marketlimitation on the amount we may invest in any single property.
We intend to manage risk through constructing and managing a broadly diversified portfolio of properties in developed markets around the world. We believe that a broadly diversified investment portfolio may offer stockholders significant benefits for a given level of risk relative to a more concentrated investment portfolio. In addition, we believe that assembling a diversified tenant base by investing in multiple properties and property types across multiple markets and geographic regions may mitigate the economic impacts associated with releasing properties or tenants potentially defaulting under their leases, since lease revenues represent the primary source of income from our real estate investments.
We will focus on acquiring and managing a portfolio of properties that provides tenants and residents with modern functionality and location desirability in order to avoid near-term obsolescence. We will generally invest in well-designed buildings that we believe present an attractive appearance, have been and are properly maintained and require minimal capital improvements in the near term. We generally do not intend to materially invest in higher risk properties in need of significant renovation, development or new construction; however, we may invest in these types of properties if we believe attractive risk-adjusted investment returns can be achieved through proactive management techniques or value-add programs, as further described below under “Value Creation Opportunities.”
6
Our board of directors is responsible for determining the consideration we pay for each property we acquire. However, our board has adopted investment guidelines that delegate this authority to our Advisor, so long as our Advisor complies with these investment guidelines. The investment guidelines limit the types of properties and investment amounts that may be acquired or disposed of without the specific approval of our board of directors. Our board of directors may change from time to time the scope of authority delegated to our Advisor.
Subject to limitations contained in our charter, we may issue, or cause to be issued, shares of our common stock; therefore, the abilitystock or OP Units in any manner (and on such terms and for such consideration) in exchange for real estate. Our existing stockholders have no preemptive rights to purchase any such shares of our stockholdersstock or OP Units, and any such issuance might cause a dilution of a stockholder’s initial investment. We may enter into additional contractual arrangements with contributors of property under which we would agree to dispose of their shares will likely be limited to the repurchase of shares by us which generally will not be available during the first year after the purchase. If stockholders do sell their shares to us, they may receive less than the price paid.
Global Target Markets
In general, we seek to invest in properties in well-established locations within larger metropolitan areas and with the potential for above average population or employment growth. Although we have focused, and expect to continue to focus, on investing primarily in developed markets throughout the United States, we may also invest a substantial portion of the proceeds of our offerings in markets outside of the United States. We believe that investments in international markets that meet our investment objectives and guidelines will contribute materially to the diversification of our portfolio, the ability for us to identify favorable income-generating investments and the potential for achieving attractive long-term risk-adjusted returns. We believe that opportunities for attractive risk-adjusted returns exist both in and outside the United States. Most of our investments outside of the United States will be in core properties in stabilized, well-developed markets within Europe and the Asia Pacific region. We believe that our long-term strategy to acquire properties on a global basis will provide for a well-diversified portfolio that will generate attractive current returns and optimize long-term value for our stockholders.
Value Creation Opportunities
We may periodically seek to enhance investment returns through various value creation opportunities. While there are no specific limitations on the nature or amount of these types of investments, in the aggregate they are not expected to materially change the risk profile of our overall portfolio. Examples of likely value creation investments include properties with significant leasing risk, forward purchase commitments, development, redevelopment or repositioning opportunities and nontraditional or mixed-use property types. These investments generally have a higher risk and higher return profile than our primarily core strategy.
Disposition Policies
We anticipate that we will hold most of our properties for an extended period. However, we may determine to sell a property before the end of its anticipated holding period. We will monitor each investment within the portfolio and the overall portfolio composition for appropriateness in meeting our investment objectives. Our Advisor may determine to sell a property if:
•an opportunity has arisen to enhance overall investment returns by reallocating capital;
•there are diversification benefits associated with disposing of the property and rebalancing our investment portfolio;
•in the judgment of our Advisor, the value of the property might decline or underperform as compared to our investment strategy;
•an opportunity has arisen to pursue a more attractive investment;
•the property was acquired as part of a portfolio acquisition and does not meet our investment guidelines;
•there exists a need to generate liquidity to satisfy repurchase requests, to pay distributions to our stockholders or for working capital; or
•in the judgment of our Advisor, the sale of the property is in the best interests of our stockholders.
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Generally, we intend to reinvest proceeds from the sale, financing or other disposition of properties in a manner consistent with our investment strategy and guidelines, although we may be required to distribute such proceeds to stockholders in order to comply with REIT requirements or we may make distributions for other reasons.
Investments in Real Estate-Related Assets
We may invest a portion of our portfolio in real estate-related assets other than properties. These assets may include the common and preferred stock of publicly traded real estate-related companies, preferred equity interests, mortgage loans and other real estate-related equity and debt instruments. Up to 25% of our overall portfolio may be invested in real estate-related assets. We believe that our Advisor’s ability to acquire real estate-related assets in conjunction with acquiring a portfolio of properties may provide us with additional liquidity and further diversification, which provides greater financial flexibility and discretion to construct an investment portfolio designed to achieve our investment objectives.
Our charter requires that any investment in equity securities (other than equity securities traded on a national securities exchange or included for quotation on an inter-dealer quotation system) not within the specific parameters of our investment guidelines adopted by our board of directors must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as being fair, competitive and commercially reasonable. As of December 31, 2022, we had $44,182 invested in publicly traded real estate companies.
We may invest in mortgage loans consistent with the requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans, generally on the same types of properties we might otherwise buy. These mortgage loans may pay fixed or variable interest rates or have “participating” features described below. Normally, mortgage loans will be secured by income-producing properties. These mortgage loans typically will be nonrecourse, which means they will not be the borrower’s personal obligations. We expect that most will be first mortgage loans, with first priority liens on the property. These mortgage loans may provide for payments of principal and interest or may provide for interest-only payments, with a balloon payment at maturity. We may make mortgage loans that permit us to participate in the revenues from, or appreciation, of the underlying property consistent with the rules applicable for qualification as a REIT. These participations may entitle us to receive additional interest, usually calculated as a percentage of the gross income the borrower receives from operating, selling or refinancing the property. We may also receive an option to buy an interest in the property securing the participating loan.
Subject to the percentage of ownership limitations and gross income and asset requirements required for REIT qualification, we may invest in equity securities of companies engaged in real estate activities, including for the purpose of exercising control over such entities. Companies engaged in real estate activities may include, for example, REITs that either own properties or make real estate loans, real estate developers, entities with substantial real estate holdings such as limited partnerships, funds and other commingled investment vehicles, and other companies whose products and services are related to the real estate industry, such as mortgage lenders or mortgage servicing companies. We may acquire all or substantially all of the securities or assets of companies engaged in real estate activities where such investment would be consistent with our investment policies and our status as a REIT. We may also acquire exchange traded funds and mutual funds focused on REITs and real estate companies. In any event, we do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and we intend to generally divest appropriate securities before any such registration would be required.
Cash, Cash Equivalents and Other Short-Term Investments
We may invest up to 15% of our assets in cash, cash equivalents and other short-term investments. These types of investments may include the following, to the extent consistent with our qualification as a REIT:
•money market instruments, cash and other cash equivalents (such as high-quality short-term debt instruments, including commercial paper, certificates of deposit, bankers' acceptances, repurchase agreements, interest- bearing time deposits and credit rated corporate debt securities);
•U.S. government or government agency securities; and
•credit rated corporate debt or asset-backed securities of U.S. or foreign entities, or credit rated debt securities of foreign governments or multi-national organizations.
Other Investments
We may, but do not presently intend to, make investments other than as previously described. At all times, we intend to make investments in such a manner consistent with maintaining our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). We do not intend to underwrite securities of other issuers.
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COMPETITION
We face competition when attempting to make real estate investments, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships and individual investors. The leasing of real estate is also highly competitive. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services provided and the design and condition of the improvements.
SEASONALITY
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
GOVERNMENTAL REGULATIONS
As an owner of real estate, our operations are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, include among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property; (iv) federal, state and local environmental laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.
Compliance with the federal, state and local laws described above has not had a material, adverse effect on our business, assets, results of operations, financial condition and ability to pay distributions, and we do not expectbelieve that such a public marketour existing portfolio will ever develop. Therefore,require us to incur material expenditures to comply with these laws and regulations.
GEOGRAPHIC CONCENTRATION
The following table provides information regarding the repurchase of shares by us will likely be the only way for stockholders to dispose of their shares. We will repurchase shares at a price equal to our NAV per share of the class of shares being repurchased on the date of repurchase, and not based on the price at which the shares were purchased. Shares are not eligible for repurchase for the first year after purchase except upon death or disability of a stockholder; provided, however, that shares issued pursuant to our distribution reinvestment plan are not subject to the one-year holding period. In addition, we may repurchase shares if a stockholder fails to maintain a minimum balance of $5 in shares, even if the failure to meet the minimum balance is caused solely by a decline in our NAV. As a result of these termsgeographic concentration of our share repurchase plan, stockholders may receive less than the price they paid for their shares when they sell them to us pursuant to our share repurchase plan.
| Real Estate Portfolio | |||||||||||||||||
Number of Properties(1) | Net Rentable Square Feet | Estimated Percent of Fair Value | |||||||||||||||
| South | 28 | 7,150,000 | 28 | % | |||||||||||||
| West | 54 | 8,311,000 | 39 | ||||||||||||||
| East | 33 | 7,047,000 | 24 | ||||||||||||||
| Midwest | 20 | 2,870,000 | 9 | ||||||||||||||
| Total | 135 | 25,378,000 | 100 | % | |||||||||||||
________
(1) Excludes over 4,300 single-family rental houses located in various markets across the last dayUnited States.
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The following charts sets forth the previous calendar quarter, which means that in any 12-month period, we limit repurchases to approximately 20%percentage of our total NAV. The vast majorityconsolidated revenues derived from properties owned in each state that accounted for more than 10% of our assets consist of properties that cannot generally be liquidated quickly. Therefore, we may not always have a sufficient amount of cash to immediately satisfy repurchase requests. Our board of directors may modify or suspend for any period of time or indefinitely our share repurchase plan should repurchase requests, inconsolidated revenues during the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our investment operations or pose a risk of having a material adverse impact on stockholders whose shares are not repurchased. Because our board of directors is not required to authorize the recommencement of the share repurchase plan within any specified period of time, our board of directors may effectively terminate the plan by suspending it indefinitely. As a result, our stockholders’ ability to have their shares repurchased by us may be limitedyears ended December 31, 2022, 2021 and at times no liquidity may be available for our stockholders’ investment in us.2020:
Risks Related to Conflicts of Interest
•Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
•Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible.responsible for calculating.
•Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
Risks Related to Adverse Changes in General Economic Conditions
•Changes in global economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
•Any market deterioration may cause the value of our real estate investments to decline.
•Inflation or deflation may adversely affect our financial condition and results of operations.
Risks Related to Our General Business Operations and Our Corporate Structure
•We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
•Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
•We may change our investment and operational policies without stockholder consent.
Risks Related to Investments in Real Property
•We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
•Our revenues will be significantly influenced by the economies and other conditions of the apartment, industrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
•Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
•Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
•We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant capital in our efforts to re-let space, which may adversely affect our operating results.
•Competition in acquiring properties may reduce our profitability and the return on your investment.
Risks Related to Investments in Real Estate-Related Assets
•Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
•The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
•The value of the real estate-related securities that we may invest in may be volatile.
•We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.
•We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
•Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
Risks Related to Debt Financing
•We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
•Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
•Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
•If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
•Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
Federal Income Tax Risks
•Failure to qualify as a real estate investment trust ("REIT") would have significant adverse consequences to us.
•To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.
•Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.
•We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as a REIT for federal income tax purposes.
•Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
•Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
General Risk Factors
•The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.
TABLE OF CONTENTS
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| PART I | ||||||||
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| Item 1B. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
| Item 7. | ||||||||
| Item 7A. | ||||||||
| Item 8. | ||||||||
| Item 9. | ||||||||
| Item 9A. | ||||||||
| Item 9B. | ||||||||
| Item 9C. | ||||||||
| PART III | ||||||||
| Item 10. | ||||||||
| Item 11. | ||||||||
| Item 12. | ||||||||
| Item 13. | ||||||||
| Item 14. | ||||||||
| PART IV | ||||||||
| Item 15. | ||||||||
| Item 16. | ||||||||
1
Cautionary Note Regarding Forward-Looking Statements
This Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-K is filed with the Securities and Exchange Commission (“SEC”). Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in this Form 10-K. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Presentation of Dollar Amounts
Unless otherwise noted, all dollar amounts, except per share dollar amounts, reported in this Form 10-K are in thousands.
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PART I
| Item 1. | Business. | ||||
GENERAL
Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to JLL Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.
JLL Income Property Trust, Inc., formerly known as Jones Lang LaSalle Income Property Trust, Inc., is an externally advised, daily valued perpetual-life REIT that owns and manages a diversified portfolio of industrial, office, residential, retail and other properties located in the United States. Over time, our real estate portfolio may be further diversified on a global basis through the acquisition of properties outside of the United States and will be complemented by investments in real estate-related debt and equity securities. We were incorporated on May 28, 2004 under the laws of the State of Maryland. We believe that we have operated in such a manner to qualify to be taxed as a REIT for federal income tax purposes commencing with the taxable year ended December 31, 2004, when we first elected REIT status. As of December 31, 2022, we owned interests in a total of 135 properties and over 4,300 single-family rental houses located in 26 states.
We own substantially all of our assets through JLLIPT Holdings, LP, a Delaware limited partnership (our “operating partnership”), of which we are a limited partner and JLLIPT Holdings GP, LLC, our wholly owned subsidiary, is the sole general partner. The use of our operating partnership to hold substantially all of our assets is referred to as an Umbrella Partnership Real Estate Investment Trust ("UPREIT"). By using an UPREIT structure, a property owner who desires to defer taxable gain on the disposition of his or her property may transfer the property to our operating partnership in exchange for limited partnership interests in the operating partnership ("OP Units") and defer taxation of gain until the limited partnership interests are disposed of in a taxable transaction. As of December 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of $128,421, and owned directly or indirectly 96.1% of the OP Units of our operating partnership. The remaining 3.9% of the OP Units are held by third parties.
From our inception to December 31, 2022, we have received approximately $4,695,400 in gross offering proceeds from various public and private offerings of shares of our common stock as well as issuance of OP Units. On October 1, 2012, we commenced our initial public offering of common stock and since that time we have offered shares of our common stock in various public offerings registered with the SEC.
On December 21, 2021, our most recent public offering (the "Current Public Offering") of up to $3,000,000 in any combination of shares of our Class A, Class M, Class A-I and Class M-I common stock was declared effective by the SEC. As of December 31, 2022, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Current Public Offering of $825,192. We intend to continue to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering.
In addition to our public offerings, on March 3, 2015, we commenced a private offering (the "Private Offering") of up to $350,000 in shares of our Class D common stock with an indefinite duration. As of December 31, 2022, we have raised aggregate gross proceeds of $98,188 in the Private Offering. In addition, on October 16, 2019, through our operating partnership, we initiated a program (the “DST Program”) to raise up to $2,000,000 in private placements exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts ("DSTs") holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of December 31, 2022, we have raised approximately $759,194 of aggregate gross proceeds from our DST Program.
As of December 31, 2022, 113,645,166 shares of Class A common stock, 26,170,260 shares of Class M common stock, 4,950,208 shares of Class A-I common stock, 95,803,409 shares of Class M-I common stock, and 3,023,025 shares of Class D common stock were outstanding and held by a total of 24,496 stockholders.
LaSalle acts as our Advisor pursuant to the advisory agreement among us, our operating partnership and LaSalle (the "Advisory Agreement"). The term of our Advisory Agreement expires June 5, 2023, subject to an unlimited number of successive one-year renewals. Our Advisor, a registered investment advisor with the SEC, has broad discretion with respect to our investment decisions and is responsible for selecting our investments and for managing our investment portfolio pursuant to the terms of the Advisory Agreement. Our executive officers are employees of, and compensated by, our Advisor. We have no employees, as all operations are managed by our Advisor.
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LaSalle is a wholly owned, but operationally independent subsidiary, of Jones Lang LaSalle Incorporated ("JLL" or our "Sponsor"), a New York Stock Exchange-listed leading professional services firm that specializes in real estate and investment management. As of December 31, 2022, JLL and its affiliates owned an aggregate of 2,521,801 Class M shares, which were issued for cash at a price equal to the most recently reported net asset value ("NAV") per share as of the purchase date and have a current value of approximately $36,300.
INVESTMENT OBJECTIVES AND STRATEGY
Investment Objectives
Our primary investment objectives are:
•to generate an attractive level of current income for distribution to our stockholders;
•to preserve and protect our stockholders' capital investments;
•to achieve appreciation of our NAV over time; and
•to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.
We cannot assure you that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.
Investment Strategy
The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy will enable us to provide stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.
We believe that our broadly diversified portfolio will benefit our stockholders by providing:
•diversification of sources of income;
•access to attractive real estate opportunities currently in the United States and, over time, around the world; and
•exposure to a return profile that should have lower correlations with other investments.
Since real estate markets are often cyclical in nature, our strategy will allow us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also intend to invest in debt and equity interests backed principally by real estate, which we refer to collectively as “real estate-related assets.”
We will leverage LaSalle's broad commercial real estate research and strategy platform and capabilities to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe have the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.
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Investment Portfolio Allocation Targets
Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors will review the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefore shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors and do not require notice to or the vote of our stockholders.
We will seek to invest:
•up to 95% of our assets in properties;
•up to 25% of our assets in real estate-related assets; and
•up to 15% of our assets in cash, cash equivalents and other short-term investments.
Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside the target levels provided above due to factors such as a large inflow of capital over a short period of time, a lack of attractive investment opportunities or an increase in anticipated cash requirements for repurchase requests.
Sustainability and Climate Risk
We actively work to promote our growth and operations in a sustainable and responsible manner across our portfolio. Our sustainability strategy focuses on delivering long-term value to our stockholders while operating our properties in a manner to contribute to positive economic, social, and environmental outcomes for our tenants and the communities we serve.
We tailor our approach to each asset, working to protect and enhance financial returns today and in the future. We examine a range of sustainability factors for each asset that have the potential to enhance accretive value drivers, such as tenant marketability, lower operating expenses and greater appeal to future buyers, as well as to fortify defensive value protectors, such as regulatory disclosure and carbon pricing risk, physical climate risk and insurance premium risk, among others. The relative importance of these factors for any given investment opportunity will vary for many reasons including but not limited to the investment type, market, sector, tenant profile, the expected investment period and the local regulatory environment. By tailoring our approach, our Advisor is able to develop an action plan to maximize the sustainability impact and financial performance of each investment. This sustainability strategy complements our investment strategy and policies and furthers our core investment thesis.
Our sustainability activities are overseen by our Advisor’s Sustainability Governance Board. This board consists of representatives from the fund management, asset management, acquisitions, research & strategy, investor relations and sustainability teams within our Advisor. The Sustainability Governance Board supports our portfolio management team, provides input, oversight and leadership for program activities, and is responsible for ensuring that sustainability is embedded into each part of the asset life cycle and business operations.
We are focused on acquiring and maintaining high-performing, resilient properties that fit our investment strategy, while simultaneously looking for ways to mitigate operational costs and the potential external impacts of energy, water, waste, greenhouse gas emissions and climate change. Sustainability factors are incorporated throughout the investment lifecycle, and we actively pursue resource efficiency projects and sustainability certifications across the portfolio. Prior to the acquisition of a property, our Advisor conducts an in-depth investigation during the due diligence process to identify key sustainability and climate risk information.
Every year, our Advisor considers the energy performance level of each asset and the sustainability related capital and operating activities are integrated into the annual budget process. In order to identify opportunities to increase efficiency, our Advisor conducts energy audits on properties located in jurisdictions with sustainability regulations, as well as on properties with low energy performance or with significant planned capital work that will impact energy-using systems.
Climate change is a risk to us, our tenants and our other stakeholders and will require us to evaluate strategies for resilience and to incorporate sustainability risks into our long-term strategic business decisions. These risks include transitional risks such as policy, market, technology and reputational concerns, as well as physical risks, and are a focus area for us.
5
Our Advisor addresses climate risk by evaluating climate change scenarios and adapting its acquisition and portfolio review processes to address climate change vulnerabilities resulting from potential future climate scenarios. Physical and transition risks that may result from climate change could have a material adverse effect on our properties, operations and business. Our role in assessing and managing these climate-related risks and initiatives is spread across multiple teams in the organization, including executive leadership and the sustainability, acquisitions, risk management, asset management, legal and compliance and research departments.
In 2018, we became the first NAV REIT to submit to Global Real Estate Sustainability Benchmark ("GRESB"), a leading global provider of real estate environmental, social and governance benchmarking and performance assessments. For 2022, we achieved a 3-star out of 5-star GRESB rating. Also in 2022, our properties achieved 12 BREEAM In-Use Certifications, five ENERGY STAR Certifications and 31 WELL Health Safety Ratings. We conducted energy efficiency or net zero carbon audits to identify efficiency opportunities at three of our properties and are evaluating several properties for installation of solar and electric vehicle chargers. Our Advisor is committed to reduce the landlord-controlled operational carbon emissions of our portfolio of directly-managed properties to net zero by the year 2050, including a 50% reduction by 2030. In line with this, our Advisor is a signatory to the UN’s net Zero Asset Managers Initiative, ULI Greenprint’s Net Zero Goal and the US DOE’s Better Climate Challenge.
INVESTMENT POLICIES
We may invest in real estate directly or indirectly through interests in corporations, limited liability companies, partnerships and joint ventures having an equity interest in real property, real estate investment trusts, ground leases, tenant in common interests, mortgages, participating mortgages, convertible mortgages, second mortgages, mezzanine loans or other debt interests convertible into equity interests in real property, options to purchase real estate, real property purchase-and-leaseback transactions and other transactions and investments with respect to real estate.
We intend to use financial leverage to provide additional funds to support our investment activities. We expect to maintain a targeted company leverage ratio (calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the fair value of total assets) of between approximately 30% and 50%. Our company leverage ratio was 36% at December 31, 2022 and 42% at December 31, 2021. We intend to continue to use portions of the proceeds from our offerings to retire certain borrowings as they mature or become available for repayment or when doing so is beneficial to achieving our investment objectives. We are precluded from borrowing more than approximately 75% of the sum of the cost of our investments (before non-cash reserves and depreciation), which is based upon the limit specified in our charter that borrowing may not exceed 300% of the cost of our net assets. “Net assets” is defined as our total assets, other than intangibles, valued at cost (prior to deducting depreciation and amortization, reserves for bad debts and other non-cash reserves) less total liabilities. However, we may temporarily borrow in excess of these amounts if such excess is approved by a majority of our board, including a majority of our independent directors, and disclosed to stockholders in our next quarterly report, along with justification for such excess. In such event, we will review our debt levels at that time and take action to reduce any such excess as soon as practicable. As of December 31, 2022, we are in compliance with the charter limitations on our indebtedness.
Investments in Properties
We generally invest in properties located in large metropolitan areas that are well-leased with a stable tenant base and that are expected to generate predictable income. However, we may make investments in properties with other characteristics if we believe that the investments have the potential to enhance portfolio diversification or investment returns, as further described below under “Value Creation Opportunities.” There is no limitation on the amount we may invest in any single property.
We intend to manage risk through constructing and managing a broadly diversified portfolio of properties in developed markets around the world. We believe that a broadly diversified investment portfolio may offer stockholders significant benefits for a given level of risk relative to a more concentrated investment portfolio. In addition, we believe that assembling a diversified tenant base by investing in multiple properties and property types across multiple markets and geographic regions may mitigate the economic impacts associated with releasing properties or tenants potentially defaulting under their leases, since lease revenues represent the primary source of income from our real estate investments.
We will focus on acquiring and managing a portfolio of properties that provides tenants and residents with modern functionality and location desirability in order to avoid near-term obsolescence. We will generally invest in well-designed buildings that we believe present an attractive appearance, have been and are properly maintained and require minimal capital improvements in the near term. We generally do not intend to materially invest in higher risk properties in need of significant renovation, development or new construction; however, we may invest in these types of properties if we believe attractive risk-adjusted investment returns can be achieved through proactive management techniques or value-add programs, as further described below under “Value Creation Opportunities.”
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Our board of directors is responsible for determining the consideration we pay for each property we acquire. However, our board has adopted investment guidelines that delegate this authority to our Advisor, so long as our Advisor complies with these investment guidelines. The investment guidelines limit the types of properties and investment amounts that may be acquired or disposed of without the specific approval of our board of directors. Our board of directors may change from time to time the scope of authority delegated to our Advisor.
Subject to limitations contained in our charter, we may issue, or cause to be issued, shares of our stock or OP Units in any manner (and on such terms and for such consideration) in exchange for real estate. Our existing stockholders have no preemptive rights to purchase any such shares of our stock or OP Units, and any such issuance might cause a dilution of a stockholder’s initial investment. We may enter into additional contractual arrangements with contributors of property under which we would agree to repurchase a contributor’s units for shares of our common stock or cash, at the option of the contributor, at specified times.
Global Target Markets
In general, we seek to invest in properties in well-established locations within larger metropolitan areas and with the potential for above average population or employment growth. Although we have focused, and expect to continue to focus, on investing primarily in developed markets throughout the United States, we may also invest a substantial portion of the proceeds of our offerings in markets outside of the United States. We believe that investments in international markets that meet our investment objectives and guidelines will contribute materially to the diversification of our portfolio, the ability for us to identify favorable income-generating investments and the potential for achieving attractive long-term risk-adjusted returns. We believe that opportunities for attractive risk-adjusted returns exist both in and outside the United States. Most of our investments outside of the United States will be in core properties in stabilized, well-developed markets within Europe and the Asia Pacific region. We believe that our long-term strategy to acquire properties on a global basis will provide for a well-diversified portfolio that will generate attractive current returns and optimize long-term value for our stockholders.
Value Creation Opportunities
We may periodically seek to enhance investment returns through various value creation opportunities. While there are no specific limitations on the nature or amount of these types of investments, in the aggregate they are not expected to materially change the risk profile of our overall portfolio. Examples of likely value creation investments include properties with significant leasing risk, forward purchase commitments, development, redevelopment or repositioning opportunities and nontraditional or mixed-use property types. These investments generally have a higher risk and higher return profile than our primarily core strategy.
Disposition Policies
We anticipate that we will hold most of our properties for an extended period. However, we may determine to sell a property before the end of its anticipated holding period. We will monitor each investment within the portfolio and the overall portfolio composition for appropriateness in meeting our investment objectives. Our Advisor may determine to sell a property if:
•an opportunity has arisen to enhance overall investment returns by reallocating capital;
•there are diversification benefits associated with disposing of the property and rebalancing our investment portfolio;
•in the judgment of our Advisor, the value of the property might decline or underperform as compared to our investment strategy;
•an opportunity has arisen to pursue a more attractive investment;
•the property was acquired as part of a portfolio acquisition and does not meet our investment guidelines;
•there exists a need to generate liquidity to satisfy repurchase requests, to pay distributions to our stockholders or for working capital; or
•in the judgment of our Advisor, the sale of the property is in the best interests of our stockholders.
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Generally, we intend to reinvest proceeds from the sale, financing or other disposition of properties in a manner consistent with our investment strategy and guidelines, although we may be required to distribute such proceeds to stockholders in order to comply with REIT requirements or we may make distributions for other reasons.
Investments in Real Estate-Related Assets
We may invest a portion of our portfolio in real estate-related assets other than properties. These assets may include the common and preferred stock of publicly traded real estate-related companies, preferred equity interests, mortgage loans and other real estate-related equity and debt instruments. Up to 25% of our overall portfolio may be invested in real estate-related assets. We believe that our Advisor’s ability to acquire real estate-related assets in conjunction with acquiring a portfolio of properties may provide us with additional liquidity and further diversification, which provides greater financial flexibility and discretion to construct an investment portfolio designed to achieve our investment objectives.
Our charter requires that any investment in equity securities (other than equity securities traded on a national securities exchange or included for quotation on an inter-dealer quotation system) not within the specific parameters of our investment guidelines adopted by our board of directors must be approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as being fair, competitive and commercially reasonable. As of December 31, 2022, we had $44,182 invested in publicly traded real estate companies.
We may invest in mortgage loans consistent with the requirements for qualification as a REIT. We may originate or acquire interests in mortgage loans, generally on the same types of properties we might otherwise buy. These mortgage loans may pay fixed or variable interest rates or have “participating” features described below. Normally, mortgage loans will be secured by income-producing properties. These mortgage loans typically will be nonrecourse, which means they will not be the borrower’s personal obligations. We expect that most will be first mortgage loans, with first priority liens on the property. These mortgage loans may provide for payments of principal and interest or may provide for interest-only payments, with a balloon payment at maturity. We may make mortgage loans that permit us to participate in the revenues from, or appreciation, of the underlying property consistent with the rules applicable for qualification as a REIT. These participations may entitle us to receive additional interest, usually calculated as a percentage of the gross income the borrower receives from operating, selling or refinancing the property. We may also receive an option to buy an interest in the property securing the participating loan.
Subject to the percentage of ownership limitations and gross income and asset requirements required for REIT qualification, we may invest in equity securities of companies engaged in real estate activities, including for the purpose of exercising control over such entities. Companies engaged in real estate activities may include, for example, REITs that either own properties or make real estate loans, real estate developers, entities with substantial real estate holdings such as limited partnerships, funds and other commingled investment vehicles, and other companies whose products and services are related to the real estate industry, such as mortgage lenders or mortgage servicing companies. We may acquire all or substantially all of the securities or assets of companies engaged in real estate activities where such investment would be consistent with our investment policies and our status as a REIT. We may also acquire exchange traded funds and mutual funds focused on REITs and real estate companies. In any event, we do not intend that our investments in securities will require us to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and we intend to generally divest appropriate securities before any such registration would be required.
Cash, Cash Equivalents and Other Short-Term Investments
We may invest up to 15% of our assets in cash, cash equivalents and other short-term investments. These types of investments may include the following, to the extent consistent with our qualification as a REIT:
•money market instruments, cash and other cash equivalents (such as high-quality short-term debt instruments, including commercial paper, certificates of deposit, bankers' acceptances, repurchase agreements, interest- bearing time deposits and credit rated corporate debt securities);
•U.S. government or government agency securities; and
•credit rated corporate debt or asset-backed securities of U.S. or foreign entities, or credit rated debt securities of foreign governments or multi-national organizations.
Other Investments
We may, but do not presently intend to, make investments other than as previously described. At all times, we intend to make investments in such a manner consistent with maintaining our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"). We do not intend to underwrite securities of other issuers.
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COMPETITION
We face competition when attempting to make real estate investments, including competition from domestic and foreign financial institutions, other REITs, life insurance companies, pension funds, partnerships and individual investors. The leasing of real estate is also highly competitive. Our properties compete for tenants with similar properties primarily on the basis of location, total occupancy costs (including base rent and operating expenses), services provided and the design and condition of the improvements.
SEASONALITY
Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.
GOVERNMENTAL REGULATIONS
As an owner of real estate, our operations are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, include among other things: (i) federal and state securities laws and regulations; (ii) federal, state and local tax laws and regulations, (iii) state and local laws relating to real property; (iv) federal, state and local environmental laws, ordinances, and regulations, and (v) various laws relating to housing, including permanent and temporary rent control and stabilization laws, the Americans with Disabilities Act of 1990 and the Fair Housing Amendment Act of 1988, among others.
Compliance with the federal, state and local laws described above has not had a material, adverse effect on our business, assets, results of operations, financial condition and ability to pay distributions, and we do not believe that our existing portfolio will require us to incur material expenditures to comply with these laws and regulations.
GEOGRAPHIC CONCENTRATION
The following table provides information regarding the geographic concentration of our real estate portfolio as of December 31, 2022:
| Real Estate Portfolio | |||||||||||||||||
Number of Properties(1) | Net Rentable Square Feet | Estimated Percent of Fair Value | |||||||||||||||
| South | 28 | 7,150,000 | 28 | % | |||||||||||||
| West | 54 | 8,311,000 | 39 | ||||||||||||||
| East | 33 | 7,047,000 | 24 | ||||||||||||||
| Midwest | 20 | 2,870,000 | 9 | ||||||||||||||
| Total | 135 | 25,378,000 | 100 | % | |||||||||||||
________
(1) Excludes over 4,300 single-family rental houses located in various markets across the United States.
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The following charts sets forth the percentage of our consolidated revenues derived from properties owned in each state that accounted for more than 10% of our consolidated revenues during the years ended December 31, 2022, 2021 and 2020:
DEPENDENCE ON SIGNIFICANT TENANTS
Our significant tenants that accounted for more than 10% of the consolidated revenues from their respective segments during the years ending December 31, 2022, 2021 and 2020 were as follows:
| For the year ended December 31, | |||||||||||||||||
| 2022 | 2021 | 2020 | |||||||||||||||
| Office | |||||||||||||||||
Amazon(1) | 19% | 26% | 31% | ||||||||||||||
| Summit Medical Group | (2) | (2) | 10% | ||||||||||||||
| Cellularity Inc. | (2) | 11% | (2) | ||||||||||||||
________
(1) Amazon, including Whole Foods Market IP, Inc., also accounted for 4%, 5%, and 6% of the consolidated revenues in the retail segment in the years ended December 31, 2022, 2021 and 2020, respectively, and 3%, 4% and 5% of the consolidated revenues in the industrial segment in the years ended December 31, 2022, 2021 and 2020, respectively.
(2) Represented less than 10% in the period.
REPORTABLE SEGMENTS
We align our internal operations along the primary property types we are targeting for investments, resulting in five operating segments: industrial properties, office properties, residential properties, retail properties and other properties. See Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” for financial information related to our reportable segments.
Industrial Properties
Industrial properties are generally categorized as warehouse/distribution centers, research and development facilities, flex space or manufacturing. The performance of industrial properties is typically dependent on the proximity to economic centers and the movement of global trade and goods. Industrial properties typically utilize a triple-net lease structure pursuant to which the tenant is generally responsible for property operating expenses in addition to base rent which can help mitigate the risks associated with rising expenses. We intend to invest in industrial properties that are located in major distribution hubs and near transportation modes such as port facilities, airports, rail lines and major highway systems as well as facilities located in close proximity to major centers of population.
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Office Properties
Office sector properties are generally categorized based upon location and quality. Buildings may be located in Central Business Districts ("CBDs") or suburbs. Buildings may also be classified by general quality and size, ranging from Class A properties, which are generally large-scale buildings of the highest-quality, to Class C buildings which are below investment grade. We intend to invest in medical office and healthcare related facilities but also have previously invested in Class A or B office properties that are near areas of dense population, have sufficient transportation access or are located within well-established suburban office/business parks or CBDs. We expect the duration of our office leases to be generally between five to ten years, which can help mitigate the volatility of our portfolio's income.
Residential Properties
Residential properties include multifamily apartments and single-family rental properties. Apartments are generally defined as having five or more dwelling units that are part of a single complex and offered for rental use as opposed to detached single-family residential properties. There are three main types of apartment properties: garden-style (mostly two to four story apartments), mid-rise and high-rise. Apartments generally have the lowest vacancy rates of any property type, with the better performing properties typically located in suburban markets in strong school districts, or in urban locations with strong employment and demographic dynamics. We plan to invest in apartment properties that are located in such areas or near employment centers with favorable potential for employment growth and conveniently situated with access to transportation and retail and service amenities. Traditional apartment properties are generally leased by apartment unit to individual tenants for one-year terms. Single-family rentals properties differ from apartments in that single-family rental units are detached, singular homes, usually featuring private yards and garages, as opposed to multi-unit apartments with shared common areas. Tenants in single-family rentals tend to stay longer, about three years, and are on average an older demographic of approximately 40 years old versus multifamily renters whose average age is in the lower 30s.
In addition, single-family rental homes typically offer larger individual living spaces, at around 1,900 square feet per home versus 900 square feet for multifamily (but not featuring the shared amenities of Class A multifamily such as a resident center, outdoor pool, fitness facility, business center, etc.). Single-family rentals is a growing institutional segment within the broader residential sector, and offers a meaningful opportunity to scale.
Retail Properties
The retail sector is comprised of five main formats: neighborhood retail, community centers, regional centers, super-regional centers and single-tenant stores. Location, convenience, accessibility and tenant mix are generally considered to be among the key criteria for successful retail investments. Retail leases tend to range from three to five years for small tenants and ten to 15 years for large anchor tenants. Leases, particularly for anchor tenants, may include a base payment plus a percentage of retail sales. Household incomes and population density are generally considered to be key drivers of local retail demand. We will seek investments in retail properties, primarily ones in neighborhood and community centers anchored by a grocery tenant and located within densely populated residential areas, with favorable demographic characteristics and near other retail and service amenities.
Other Properties
The other property sector is currently comprised of parking facilities. The parking industry is a large and fragmented sector and includes facilities that provide short-term parking spaces for vehicles on an hourly, daily, weekly or monthly basis. Parking structures can range from surface lots to larger multi-level buildings. Location and the local trade area are critically important to the performance of parking facilities. In addition to location, parking rates offered at a facility have a significant influence on a driver’s decision to use a particular facility. We will seek to invest principally in parking facilities in densely populated urban areas with high barriers to entry for new competition and multiple demand drivers.
AVAILABLE INFORMATION
We are subject to the information requirements of the Exchange Act. Therefore, we file periodic reports, proxy statements and other information with the SEC. The SEC maintains a website (www.sec.gov) where the reports, proxy and information statements, and other information that we file electronically with the SEC can be accessed free of charge. Our website is www.JLLIPT.com. We may use our website as a distribution channel for material information about our Company. Our reports on Forms 10-K, 10-Q and 8-K, and all amendments to those reports are posted on our website as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. The contents of our website are not incorporated by reference.
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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 predict at this time if we will be able to obtain adequate coverage at a reasonable cost in the future.
HUMAN CAPITAL
We have no paid employees. The employees of our Advisor or its affiliates provide management, acquisition, advisory and certain other administrative services for us.
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| Item 1A. | Risk Factors. | ||||
You should consider carefully the risks and uncertainties described below and the other information in this Form 10-K, including our consolidated financial statements and the related notes included elsewhere in this Form 10-K. If any of the following risks actually occur, they may materially harm our business and our financial condition and results of operations and cause the NAV to decline.
Risks Related to Investing in Shares of Our Common Stock
There is no public trading market for shares of our common stock; therefore, the ability of our stockholders to dispose of their shares will likely be limited to the repurchase of shares by us which generally will not be available during the first year after the purchase. If stockholders do sell their shares to us, they may receive less than the price paid.
There is no current public trading market for shares of our common stock, and we do not expect that such a public market will ever develop. Therefore, the repurchase of shares by us will likely be the only way for stockholders to dispose of their shares, however we are not obligated to repurchase any shares of our common stock and may choose to only repurchase some, or even none, of the shares requested to be repurchased. To the extent we choose to repurchase shares, we will repurchase shares at a price equal to our NAV per share of the class of shares being repurchased on the date of repurchase, and not based on the price at which the shares were purchased. Shares are not eligible for repurchase for the first year after purchase except upon death or disability of a stockholder or under certain circumstances following the departure of key persons; provided, however, that shares issued pursuant to our distribution reinvestment plan are not subject to the one-year holding period. In addition, we may repurchase shares if a stockholder fails to maintain a minimum balance of $5 in shares, even if the failure to meet the minimum balance is caused solely by a decline in our NAV. As a result of these terms of our share repurchase plan, stockholders may receive less than the price they paid for their shares when they sell them to us pursuant to our share repurchase plan. In addition, as a perpetual-life REIT, we are not required to and do not intend to pursue a strategic transaction such as a listing on a national securities exchange or a sale of our Company that would provide liquidity to our stockholders.
Our ability to repurchase shares may be limited, and our board of directors may modify or suspend our share repurchase plan at any time.
Our share repurchase plan limits the funds we may use to purchase shares each calendar quarter to 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter, which means that in any 12-month period, to the extent we choose to repurchase shares, we limit repurchases to approximately 20% of our total NAV. We are not obligated to repurchase any shares of our common stock and may choose to only repurchase some, or even none, of the shares requested to be repurchased. The vast majority of our assets consist of properties that cannot generally be liquidated quickly. Therefore, we may not always have a sufficient amount of cash to immediately satisfy repurchase requests. Our board of directors may modify or suspend for any period of time or indefinitely our share repurchase plan should repurchase requests, in the business judgment of our board of directors, place an undue burden on our liquidity, adversely affect our investment operations or pose a risk of having a material adverse impact on stockholders whose shares are not repurchased, or should we otherwise determine that investing our liquid assets in real properties or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to repurchase fewer shares than have been requested to be repurchased, or none at all. Because our board of directors is not required to authorize the recommencement of the share repurchase plan within any specified period of time, our board of directors may effectively terminate the plan by suspending it indefinitely. As a result, our stockholders’ ability to have their shares repurchased by us may be limited and at times no liquidity may be available for our stockholders’ investment.
We have a history of operating losses and cannot assure you that we will sustain profitability.
As a consequence of recognizing depreciation in connection with the properties we own, we have a history of operating losses and cannot assure you that we will sustain profitability. As a result, since our inception in 2004, we have experienced net losses (calculated in accordance with U.S. generally accepted accounting principles ("GAAP")) over a number of years. The extent of our future operating losses are highly uncertain, and we may not sustain profitability.
The availability, timing and amount of cash distributions to you are uncertain.
Our board of directors is not obligated to declare quarterly dividends for our stockholders in any specific amounts or at all. We bear all expenses incurred in our operations, which are deducted from cash funds generated from operations prior to computing the amount of cash for distribution to stockholders. In addition, our board of directors, in its discretion, may retain any portion of such funds for working capital or other purposes, which was the policy of our board of directors from March 2009 through September 2011 when we suspended our distributions as a part of our cash conservation strategy adopted in response to the uncertain economic climate and extraordinary conditions in the commercial real estate industry.
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To the extent our distributions represent a return of capital for tax purposes, our stockholders could recognize an increased capital gain upon a subsequent sale of our common stock.
Distributions in excess of our current and accumulated earnings and profits and not treated by us as a dividend will not be taxable to a stockholder to the extent those distributions do not exceed the stockholder’s adjusted tax basis in his or her common stock. Instead, the distribution will constitute a return of capital and will reduce the stockholder’s adjusted basis. (Such distributions to non-U.S. stockholders may be subject to withholding, which may be refundable.) If distributions exceed the stockholder’s adjusted basis, then his or her adjusted basis will be reduced to zero, and the excess will be treated as capital gain to the stockholder. Related, if distributions result in a reduction of a stockholder’s adjusted basis in his or her common stock, then subsequent sales of such stockholder’s common stock potentially will result in recognition of an increased capital gain.
Your overall return may be reduced if we pay distributions from sources other than our cash from operations.
To date, all of the distributions we have paid to stockholders have been funded through a combination of cash flows from our operations and investing activities. We may not generate sufficient cash flow from operations to fully fund distributions to stockholders. Therefore, we may choose to use cash flows from investing activities such as sales of real estate investments or interests in joint ventures. We may also choose to use financing activities, which include borrowings (including borrowings secured by our assets), net proceeds of our offerings or other sources to fund distributions to our stockholders. For the year ended December 31, 2022, 50% of our distributions were funded from cash flows from operations and 50% from investing activities. We may be required to continue to fund our regular distributions from a combination of some of these sources if our investments fail to perform as anticipated, our expenses are greater than expected or due to numerous other factors. We have not established a limit on the amount of our distributions that may be paid from any of these sources. Using certain of these sources may result in a liability to us, which would require a future repayment. The use of these sources for distributions and the ultimate repayment of any liabilities incurred could adversely impact our ability to pay distributions in future periods, decrease our NAV and NAV per share, decrease the amount of cash we have available for operations and new investments and adversely impact the value of an investment in our shares of common stock.
Your purchase price may be more or less than the actual NAV if our NAV is incorrectly calculated.
If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock or the price paid for the repurchase of your shares of common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth more or less than the purchase or repurchase price.
You will not have the opportunity to evaluate future investments we will make with the proceeds raised in our offerings prior to purchasing shares of our common stock.
We have not identified all of the investments that we will make with the proceeds of our offerings. As a result, you will not be able to evaluate the economic merits, transaction terms or other financial or operational data concerning our future investments prior to purchasing shares of our common stock. You must rely on our Advisor and our board of directors to implement our investment policies, to evaluate our investment opportunities and to structure the terms of our investments. Because you cannot evaluate all of the investments we will make in advance of purchasing shares of our common stock, this additional risk may hinder your ability to achieve your own personal investment objectives related to portfolio diversification, risk-adjusted investment returns and other objectives.
Our ability to implement our investment strategy is dependent, in part, upon the ability of our Dealer Manager to successfully conduct our offerings, which makes an investment in us more speculative.
We have retained LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor, to conduct our offerings (the “Dealer Manager”). The success of this offering, and our ability to implement our business strategy, is dependent upon the ability of our Dealer Manager to build and maintain a network of broker-dealers to sell our shares to their clients. If our Dealer Manager is not successful in establishing, operating and managing this network of broker-dealers, our ability to raise proceeds through this offering will be limited, and we may not have adequate capital to execute our investment strategy. If we are unsuccessful in executing our investment strategy, you could lose all or a part of your investment.
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The performance component of the advisory fee is calculated for each class of our common stock and each class of OP Units on the basis of the total return attributable to that class over a calendar year, so it may differ among classes and it may not be consistent with the return on our shares over a longer or shorter time frame.
The performance component of the advisory fee is calculated for each class of our common stock and for each class of OP Units on the basis of the total return attributable to that class over a calendar year. As a result, our Advisor may be entitled to receive the performance component with respect to one class of shares or OP Units but not another and may be entitled to receive compensation under the performance component of the advisory fee for a given year even if some of our stockholders who purchased shares during such year experienced a decline in NAV per share. Similarly, stockholders who request that we repurchase their shares during a given year may have their shares repurchased at a lower NAV per share as a result of an accrual for the estimated performance component of the advisory fee, even if no performance component is ultimately payable to our Advisor at the end of such calendar year. In addition, if the NAV of our classes of common stock or classes of OP Units remains above certain threshold levels, our Advisor’s ability to earn the performance fee in any year will not be affected by poor performance in prior years. Furthermore, the Advisor will not be obligated to return any portion of advisory fees paid based on our subsequent performance.
Valuations and appraisals of our properties and real estate-related assets are estimates of fair value and may not necessarily correspond to realizable value.
For the purposes of calculating our NAV after the close of business on each business day, our properties will initially be valued at cost upon their acquisition which we expect to represent fair value at that time. Thereafter, valuations of properties, which will be based in part on appraisals of each of our properties by our independent valuation advisor at least once during every calendar quarter after the first full calendar quarter in which we owned each respective property, will be performed in accordance with our valuation guidelines. Likewise, our investments in real estate-related assets will initially be valued at cost upon their acquisition, and thereafter will be valued quarterly, or in the case of liquid securities, daily, as applicable, at fair value. Within the parameters of our valuation guidelines, the valuation methodologies used to value our properties will involve subjective judgments regarding such factors as comparable sales, rental and operating expense data, the capitalization or discount rate, and projections of future rent and expenses based on appropriate analysis. Valuations and appraisals of our properties and real estate-related assets will be only estimates of fair value. Ultimate realization of the value of an asset depends to a great extent on economic and other conditions beyond our control and the control of our Advisor and independent valuation advisor.
Further, valuations do not necessarily represent the price at which an asset would sell, since market prices of assets can only be determined by negotiation between a willing buyer and seller. Therefore, the valuations of our properties and our investments in real estate-related assets may not correspond to the timely realizable value upon a sale of those assets. There will be no retroactive adjustment in the valuation of such assets, the price of our shares of common stock, the price we paid to repurchase shares of our common stock or NAV-based fees we paid to our Advisor and Dealer Manager to the extent such valuations prove to not accurately reflect the true estimated value and are not a precise measure of realizable value. Because the price you will pay for shares of our common stock, and the price at which your shares may be repurchased by us pursuant to our share repurchase plan, are based on our estimated NAV per share, you may pay more than realizable value or receive less than realizable value for your investment.
No rule, regulation, or industry practice requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to our valuation guidelines.
There are no existing rules or regulatory bodies that specifically govern the manner in which we calculate our NAV and there is no established practice among public REITs, whether listed or not, for calculating NAV in order to establish a purchase and repurchase price. As a result, it is important that you pay particular attention to the specific methodologies and assumptions we use to calculate our NAV, as other public REITs may use different methodologies or assumptions to determine their NAV. For example, we do not fair value our mortgage notes and other debt payable. In addition, our board of directors, including a majority of our independent directors, will review the appropriateness of our valuation guidelines at least annually and may, at any time, adopt changes to our valuation guidelines.
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Our NAV per share may suddenly change if the appraised values of our properties materially change from prior appraisals or the actual operating results for a particular month differ from what we originally budgeted for that month.
Each of our properties will be appraised at least once per quarter and, under normal circumstances, will not be appraised more frequently than once per quarter. Properties may be valued more frequently than quarterly if our advisor or independent valuation advisor believes that the value of such property has changed materially since the most recent quarterly valuation. As such, when these appraisals are reflected in our NAV calculation, there may be a sudden change in our NAV per share for each class of our common stock. These changes in a property’s value may be as a result of property-specific events or as a result of more general changes to real estate values resulting from local, national or global economic changes.
In addition, actual operation results for a given month may differ from what we originally budgeted for that month, which may cause a sudden increase or decrease in the NAV per share amounts. We accrue estimated income and expenses on a daily basis based on our budgets. On an ongoing basis, we adjust the income and expenses we accrued to reflect the income and expenses actually earned and incurred. We do not retroactively adjust the NAV per share of each class for each day. Therefore, because the actual results from operations may be better or worse than what we previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of our common stock to increase or decrease, and such increase or decrease will occur on the day the adjustment is made.
The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.
From time to time, we may experience events with respect to our investments that may have a material impact on our NAV. For example, an unexpected termination or renewal of a material lease, a material change in vacancies or an unanticipated structural or environmental event at a property may cause the value of a property to change materially. The NAV per share of each class of our common stock as published on any given day may not reflect such extraordinary events to the extent that their financial impact is not immediately quantifiable. As a result, the NAV per share of each class published after the announcement of a material event may differ significantly from our actual NAV per share for such class until such time as the financial impact is quantified and our NAV is appropriately adjusted in accordance with our valuation guidelines. The resulting potential disparity in our NAV may inure to the benefit of stockholders whose shares are repurchased or new stockholders, depending on whether our published NAV per share for such class is overstated or understated.
Due to daily fluctuations in our NAV, the price at which your purchase is executed could be higher than our NAV per share at the time you submit your subscription, and the price at which your repurchase is executed could be lower than our NAV per share at the time you submit your repurchase request.
The purchase and repurchase price for shares of our common stock will not be based on any established trading price. Your accepted subscription will be executed at a price equal to our NAV per share for the class of shares being purchased next determined after your subscription is received in proper form and processed, plus, for Class A and Class A-I shares only, any applicable selling commissions. As a result of this process, you will not know the purchase price per share at which your subscription will be executed at the time you submit your subscription. The purchase price per share at which your subscription is executed could be higher than the NAV per share on the date you submitted your subscription and if this is the case, you could receive fewer shares than initially anticipated. If the purchase price per share at which your subscription agreement is lower than the NAV per share on the date you submitted your subscription, you could receive more shares than initially anticipated. For example, if a subscription is processed and accepted on a business day and before the close of business (4:00 p.m. Eastern time) on that day, the subscription will be executed at a purchase price equal to our NAV per share for the class of shares being purchased determined after the close of business on that day, plus, for Class A and Class A-I shares, any applicable selling commissions.
If a subscription is processed and accepted on a business day, but after the close of business on that day, the subscription will be executed at a purchase price equal to our NAV per share for the class of shares being purchased determined after the close of business on the next business day, plus, for Class A and Class A-I shares only, any applicable selling commissions. Similarly, received and processed repurchase requests will be effected at a repurchase price equal to the next-determined NAV per share for the class of shares being repurchased. Investors who subscribe for shares will not know the purchase price at the time they submit their subscription. Because stockholders will not know the repurchase price that will apply at the time that repurchase requests are submitted, the repurchase price per share at which your repurchase request is executed could be lower than the NAV per share on the date you submitted your repurchase request. If our NAV per share increases, purchasers of Class A and Class A-I shares will pay a higher selling commission per share and if our NAV per share decreases, purchasers of Class A and Class A-I shares will pay a lower selling commission per share, as the amount of commissions is calculated as a percentage of NAV per share.
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We have broad discretion in how we use the proceeds from our offerings, and we may use the proceeds in ways with which you disagree.
We expect to use the net proceeds of our public and private offerings to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) repay indebtedness incurred under various financing instruments and (3) fund repurchases under our share repurchase plan or through tender offers. We have not allocated specific amounts of the net proceeds from our public and private offerings for any specific purpose. Accordingly, our management will have significant flexibility in applying the net proceeds of our public and private offerings, including the ability to apply net proceeds to the payment of distributions. You will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. In addition, it is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results and cash flows.
Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may adversely affect the value of our common stock.
In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities, including medium term notes, senior or subordinated notes and classes of preferred or common stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock.
Additionally, holders of our common stock will not have preemptive rights to any shares we issue in the future. Our charter authorizes us to issue 1 billion shares of common stock. Our board of directors may amend our charter from time to time to increase or decrease the aggregate number of authorized shares of common stock or the number of authorized shares of capital stock of any class or series without stockholder approval. After you purchase shares of our common stock, our board of directors may elect, without stockholder approval, to: (1) sell additional shares in future public offerings; (2) issue equity interests in private offerings; (3) issue shares upon the exercise of the options we may grant to our independent directors or future employees; (4) issue shares to our Advisor, or its successors or assigns, in payment of an outstanding obligation to pay fees for services rendered to us or to reimburse expenses paid on our behalf or (5) issue shares to sellers of properties we acquire in connection with an exchange of limited partnership interests of our operating partnership. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our common stock and diluting their proportionate ownership.
If you purchase shares of common stock, you may experience immediate dilution in the net tangible book value per share.
Net tangible book value is used as a measure of net worth that reflects certain dilution in the value of our common stock from the issue price as a result of (i) accumulated depreciation and amortization of real estate investments, (ii) fees paid in connection with the offering and (iii) the fees and expenses paid to our Advisor and its affiliates in connection with the selection, acquisition, management and sale of our investments. Net tangible book value does not reflect our estimated value per share nor does it necessarily reflect the value of our assets upon an orderly liquidation of the Company in accordance with our investment objectives. As of December 31, 2022, our net tangible book value per share was $10.82, calculated as our net tangible book value as of December 31, 2022 divided by the 243,592,068 shares of our common stock outstanding as of December 31, 2022, as compared to our share price of $14.37, $14.39, $14.40 and $14.38 per Class A, Class M, Class A-I and Class M-I share, respectively, on such date pursuant to our public offering.
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Compliance with the SEC’s Regulation Best Interest by participating broker-dealers may negatively impact our ability to raise capital in Our Current Public Offering, which would harm our ability to achieve our investment objectives.
Broker-dealers must comply with Regulation Best Interest, which, among other requirements, establishes a new standard of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. The full impact of Regulation Best Interest on participating dealers cannot be determined at this time, and it may negatively impact whether participating dealers and their associated persons recommend our Current Public Offering to certain retail customers, or the amount of shares which are recommended to such customers. In particular, under SEC guidance concerning Regulation Best Interest, a broker-dealer recommending an investment in our shares should consider a number of factors, including but not limited to cost and complexity of the investment and reasonably available alternatives in determining whether there is a reasonable basis for the recommendation. Broker-dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe it is in the best interest of a particular retail customer. However, if broker-dealers instead choose alternatives to our shares, many of which likely exist, our ability to raise capital may be adversely affected. If Regulation Best Interest reduces our ability to raise capital in our Current Public Offering, it would harm our ability to create a diversified portfolio of investments and ability to achieve our investment objectives.
Risks Related to Conflicts of Interest
Our Advisor will face a conflict of interest with respect to the allocation of investment opportunities and competition for tenants between us and other real estate programs that it advises.
Our Advisor’s officers and key real estate professionals identify potential investments in properties and other real estate-related assets that are consistent with our investment guidelines for our possible acquisition. However, our Advisor may not acquire an investment in a property unless it has reviewed and approved presenting it to us in accordance with its allocation policies. LaSalle and its affiliates advise other investment programs that invest in properties and real estate-related assets in which we may be interested, including the DST Program. LaSalle could face conflicts of interest in determining which programs will have the opportunity to acquire and participate in such investments as they become available. As a result, other investment programs advised by LaSalle may compete with us with respect to certain investments that we may want to acquire. Our Advisor also has discretion to choose which of our properties to syndicate in the DST Program, which presents conflicts because our Advisor and the Dealer Manager, earn fees from the DST Program.
In addition, we may acquire properties in geographic areas where other investment programs advised by LaSalle own properties. Therefore, our properties may compete for tenants with other properties owned by such investment programs. If one of such investment programs attracts a tenant that we are competing for, we could suffer a loss of revenue due to delays locating another suitable tenant.
Our Advisor faces a conflict of interest because the fees it receives for services performed are based on our NAV, for which our Advisor is ultimately responsible for calculating.
Our Advisor is paid a fee for its services based on our daily NAV, which is calculated by ALPS Fund Services Inc. ("ALPS") under the supervision of our Advisor. The calculation of our NAV includes certain subjective judgments of our Advisor and our independent valuation advisor, including estimates of fair value of particular assets, and therefore may not correspond to realizable value upon a sale of those assets. Our Advisor may benefit by us retaining ownership of our assets at times when our stockholders may be better served by the sale or disposition of our assets in order to avoid a reduction in our NAV. If our NAV is calculated in a way that is not reflective of our actual NAV, then the purchase price of shares of our common stock or the price paid for the repurchase of your shares of common stock on a given date may not accurately reflect the value of our portfolio, and your shares may be worth less than the purchase price or more than the repurchase price.
Our Advisor’s management personnel face conflicts of interest relating to time management and there can be no assurance that our Advisor’s management personnel will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
All of our Advisor’s management personnel, other employees, affiliates and related parties may also provide services to other affiliated entities of our Advisor. We are not able to estimate the amount of time that such management personnel will devote to our business. As a result, certain of our Advisor’s management personnel may have conflicts of interest in allocating their time between our business and their other activities which may include advising and managing various other real estate programs and ventures, which may be numerous and may change as programs are closed or new programs are formed. During times of significant activity in other programs and ventures, the time they devote to our business may decline and be less than we would require. There can be no assurance that our Advisor’s affiliates will devote adequate time to our business activities or that our Advisor will be able to hire adequate additional employees.
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Our Advisor and its affiliates, including our officers and some of our directors, face conflicts of interest caused by compensation arrangements with us and other LaSalle affiliated entities, which could result in actions that are not in our stockholders’ best interests.
Our Advisor and its affiliates receive substantial fees from us in return for their services and these fees could influence our Advisor’s advice to us. Among other matters, the compensation arrangements could affect their judgment with respect to:
•the continuation, renewal or enforcement of our agreements with our Advisor and its affiliates, including the Advisory Agreement;
•the decision to adjust the value of our real estate portfolio or the value of certain portions of our portfolio of other real estate-related assets, or the calculation of our NAV;
•public offerings of equity by us, which may result in increased advisory fees of the Advisor;
•competition for tenants from affiliated programs that own properties in the same geographic area as us;
•whether to sell interests in certain of our real properties through the DST Program and to select which properties to be sold through the DST Program; and
•asset sales, which may allow LaSalle or its affiliates to earn disposition fees and commissions.
We currently have, and may enter into additional, agreements with subsidiaries of our Sponsor to perform certain services for our real estate portfolio.
Subsidiaries of our Sponsor provide property management, leasing and other services to property owners, and currently provides certain services to us with respect to a portion of our properties, and we may engage subsidiaries of our Sponsor to perform additional property or construction management, leasing and other services related to our real estate portfolio. The fees, commissions and expense reimbursements paid to our Sponsor in connection with these services have not and will not be determined with the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Even though all such agreements will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could receive from a third party.
The time and resources that LaSalle affiliated entities devote to us may be diverted and we may face additional competition due to the fact that LaSalle affiliated entities are not prohibited from raising money for another entity that makes the same types of investments that we target.
LaSalle affiliated entities are not prohibited from raising money for another investment entity that makes the same types of investments as those we target. As a result, the time and resources they could devote to us may be diverted. In addition, we may compete with any such investment entity for the same investors and investment opportunities. We may also co-invest with any such investment entity. Even though all such co-investments will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could achieve co-investing with a third party.
Our Advisor may have conflicting fiduciary obligations if we acquire properties with its affiliates or other related entities; as a result, in any such transaction we may not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.
Our Advisor has in the past and may in the future cause us to acquire an interest in a property from its affiliates or through a joint venture with its affiliates or to dispose of an interest in a property to its affiliates. In these circumstances, our Advisor will have a conflict of interest when fulfilling its fiduciary obligation to us. In any such transaction we may not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties. Even though all such agreements will be subject to approval by our independent directors, they could be on terms not as favorable to us as those we could receive from a third party.
The fees we pay to affiliates in connection with our offerings of securities and in connection with the management of our investments were not determined on an arm’s-length basis, and therefore, we do not have the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.
Our Advisor, our Dealer Manager and other affiliates, including our sponsor, have earned and will continue to earn fees, commissions and expense reimbursements from us. The fees, commissions and expense reimbursements paid and to be paid to our Advisor, our Dealer Manager and other affiliates for services they provided us in connection with our offerings were determined without the benefit of arm’s-length negotiations of the type normally conducted between unrelated parties.
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Our executive officers, our affiliated directors and the key real estate professionals acting on behalf of our Advisor face conflicts of interest related to their positions or interests in affiliates of our Advisor, which could hinder our ability to implement our business strategy and to generate returns to our stockholders.
Our executive officers, our affiliated directors and the key real estate professionals acting on behalf of our Advisor may also be involved in the management of other real estate businesses, including other LaSalle affiliated entities, and separate accounts established for institutional investors, each of which invests in real estate or real estate-related assets. As a result, they owe fiduciary duties to each of these entities and their investors, which fiduciary duties may from time to time conflict with the fiduciary duties that they owe to us and our stockholders. Their loyalties to these other entities and investors could result in action or inaction that is detrimental to our business, which could harm the implementation of our investment strategy. These individuals face conflicts of interest in allocating their time among us and such other funds, investors and activities. These conflicts of interest could cause these individuals to allocate less of their time to us than we may require, which may adversely impact our operations.
You may not have the benefit of an independent due diligence review in connection with our offerings, which would increase the risk of your investment.
Because our Dealer Manager is an affiliate of our Advisor, investors will not have the benefit of an independent due diligence review and investigation by our Dealer Manager of the type normally conducted by an unaffiliated, independent underwriter in connection with a securities offering. Accordingly, you will have to rely on your own broker-dealer to make an independent due diligence review of the terms of our offerings. The absence of a due diligence review of us and our offerings by an independent underwriter increases the risk you face as a stockholder.
Risks Related to Adverse Changes in General Economic Conditions
Changes in economic and capital markets conditions, including periods of generally deteriorating real estate industry fundamentals, may significantly affect our results of operations and returns to our stockholders.
We are subject to risks generally incident to the ownership of real estate investments, including changes in global, national, regional or local economic, demographic and real estate market conditions, actual or perceived instability in the U.S. banking system, as well as other factors particular to the locations of our investments. A recession could adversely impact our investments as a result of, among other items, increased tenant defaults under our leases, lower demand for rentable space, as well as potential oversupply of rentable space, each of which could lead to increased concessions, tenant improvement expenditures or reduced rental rates to maintain occupancies. These conditions could also adversely impact the financial condition of the tenants that occupy our real properties and, as a result, their ability to pay us rents.
To the extent that a general economic slowdown is prolonged or becomes more severe or real estate fundamentals deteriorate, it may have a significant and adverse impact on the values of our assets, revenues, results from operations, financial condition, liquidity, overall business prospects and ultimately our ability to pay distributions to our stockholders.
Any market deterioration may cause the future value of our real estate investments to decline.
If the current economic or real estate environment were to worsen in the markets where our properties are located, our NAV per share of our common stock may experience more volatility or decline as a result. Volatility in the fair value and operating performance of commercial real estate has made estimating cash flows from our real estate investments difficult, since such estimates are dependent upon our judgment regarding numerous factors, including, but not limited to, current and potential future refinancing availability, fluctuations in regional or local real estate values and fluctuations in regional or local rental or occupancy rates, real estate tax rates and other operating expenses.
We cannot assure our stockholders that we will not have to realize or record impairment charges, or experience disruptions in cash flows and/or permanent losses related to our real estate investments or decreases in our NAV per share of our common stock in future periods. In addition, to the extent that volatile markets persist, these conditions could adversely impact our ability to potentially sell our real estate investments at a price and with terms acceptable to us or at all.
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Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
Economic events affecting the U.S. and global economies, such as the general negative performance of the real estate sector (including as a result of inflation or higher interest rates), disruptions in the labor market (including labor shortages and unemployment) and stock market volatility (including volatility as a result of geopolitical events and military conflicts) could cause our stockholders to seek to have us repurchase their shares pursuant to our share repurchase plan. Our share repurchase plan limits the amount of funds we may use for repurchases during each calendar quarter to 5% of the combined NAV of all classes of shares as of the last day of the previous calendar quarter. Even if we are able to satisfy all resulting repurchase requests, our cash flow could be materially adversely affected.
In addition, if we determine to sell assets to satisfy repurchase requests, our ability to achieve our investment objectives, including, without limitation, diversification of our portfolio by property type and location, moderate financial leverage, conservative operating risk and an attractive level of current income, could be adversely affected.
Inflation or deflation may adversely affect our financial condition and results of operations.
Although neither inflation nor deflation has materially impacted our operations in the recent past, increased inflation could have an adverse impact on our floating rate mortgages and interest rates and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Inflation could also have an adverse effect on consumer spending which could impact our tenants’ revenues and, in turn, our percentage rents, where applicable. Conversely, deflation could lead to downward pressure on rents and other sources of income.
Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results.
Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board ("FASB"), the SEC, and our independent registered public accounting firm) may amend, clarify, interpret or even reverse their previous interpretations or positions on how these standards should be applied. In some cases, we could be required to apply a new or revised standard retrospectively, resulting in the revision of prior period financial statements. Changes in accounting standards can be hard to predict and can materially impact how we record and report our financial condition and results of operations.
Risks Related to Our General Business Operations and Our Corporate Structure
We depend on our Advisor and the key personnel of our Advisor and we may not be able to secure suitable replacements in the event that we fail to retain their services.
Our success is dependent upon our relationships with, and the performance of, our Advisor and the key real estate professionals of our Advisor for the acquisition and management of our investment portfolio and our corporate operations. Any of these parties may suffer or become distracted by adverse financial or operational problems in connection with their business and activities unrelated to us and over which we have no control. Should any of these parties fail to allocate sufficient resources to perform their responsibilities to us for any reason, we may be unable to achieve our investment objectives. In the event that, for any reason, the Advisory Agreement is terminated, or our Advisor is unable to retain its key personnel, it may be difficult for us to secure suitable replacements on acceptable terms, which would adversely impact the value of your investment.
Our Advisor’s inability to retain the services of key real estate professionals could negatively impact our performance.
Our success depends to a significant degree upon the contributions of certain key real estate professionals employed by our Advisor, each of whom would be difficult to replace. Neither we nor our Advisor have employment agreements with these individuals and they may not remain associated with us or our Advisor. If any of these persons were to cease their association with us or our Advisor, our operating results could suffer. Our future success depends, in large part, upon our Advisor’s ability to attract and retain highly skilled managerial, operational and marketing professionals. If our Advisor loses or is unable to obtain the services of highly skilled professionals, our ability to implement our investment strategies could be delayed or hindered.
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We are required to pay substantial compensation to our Advisor and its affiliates, which may be increased or decreased during our Current Public Offering or future offerings by a majority of our board of directors, including a majority of the independent directors.
Pursuant to our agreements with our Advisor and its affiliates, including our sponsor, we are obligated to pay substantial compensation to our Advisor and its affiliates. Subject to limitations in our charter, the fees, expense reimbursements and other payments that we are required to pay to our Advisor and its affiliates may increase or decrease during our Current Public Offering or future offerings from those described elsewhere in our prospectus related to our Current Public Offering if such change is approved by a majority of our board of directors, including a majority of the independent directors. These payments to our Advisor and its affiliates will decrease the amount of cash we have available for operations and new investments and could negatively impact our NAV, our ability to pay distributions and your overall return.
We may change our investment and operational policies without stockholder consent.
We may change our investment and operational policies, including our policies with respect to investments, operations, indebtedness, capitalization and distributions, at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier or more highly leveraged than is currently contemplated. A change in our investment strategy may, among other things, increase our exposure to interest rate risk, default risk and real estate market fluctuations, all of which could materially affect our ability to achieve our investment objectives.
Our board of directors will not approve each investment selected by our Advisor.
Our board of directors has approved investment guidelines that delegate to our Advisor the authority to execute (1) acquisitions and dispositions of real property and (2) investments in other real estate-related assets, in each case so long as such investments are consistent with the investment guidelines. Our directors review our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, as often as they deem appropriate. The prior approval of our board of directors will be required only for the acquisition or disposition of assets that are not in accordance with our investment guidelines. In addition, in conducting periodic reviews, our directors will rely primarily on information provided to them by our Advisor. Furthermore, transactions entered into on our behalf by our Advisor may be costly, difficult or impossible to unwind when they are subsequently reviewed by our board of directors.
We are and may continue to be subject to litigation, which could have a material adverse effect on our financial condition.
We currently are, and are likely to continue to be, subject to litigation. Some of these claims may result in significant defense costs and potentially significant judgments against us. We cannot be certain of the ultimate outcomes of currently asserted claims or of those that arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, would adversely impact our earnings and cash flows, thereby impacting our ability to service debt and make quarterly distributions to our stockholders. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely impact our results of operations and cash flows, expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors.
The limits on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that could otherwise benefit our stockholders.
Our charter, with certain exceptions, authorizes our board of directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% in value of our outstanding capital stock or more than 9.8% in value or number of shares, whichever is more restrictive, of our outstanding common stock. A person that did not acquire more than 9.8% of our shares may become subject to our charter restrictions if repurchases by other stockholders cause such person’s holdings to exceed 9.8% of our outstanding shares. Any attempt to own or transfer shares of our common stock in excess of the ownership limit without the consent of our board of directors will be void, or will result in those shares being transferred by operation of law to a charitable trust, and the person who acquired such excess shares will not be entitled to any distributions thereon or to vote those excess shares. Our 9.8% ownership limitation may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for our stockholders.
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Maryland law and our organizational documents limit our rights and the rights of our stockholders to recover claims against our directors and officers, which could reduce your and our recovery against them if they cause us to incur losses.
Maryland law provides that a director will not have any liability as a director so long as he or she performs his or her duties in accordance with the applicable standard of conduct. In addition, Maryland law and our charter provide that no director or officer shall be liable to us or our stockholders for monetary damages unless the director or officer (1) actually received an improper benefit or profit in money, property or services or (2) was actively and deliberately dishonest as established by a final judgment. Moreover, our charter generally requires us to indemnify and advance expenses to our directors and officers for losses they may incur by reason of their service in those capacities unless their act or omission was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty, they actually received an improper personal benefit in money, property or services or, in the case of any criminal proceeding, they had reasonable cause to believe the act or omission was unlawful. As a result, you and we may have more limited rights against our directors or officers than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a manner that causes us to incur losses. In addition, we are obligated to fund the defense costs incurred by these persons in some cases. However, our charter provides that we may not indemnify our directors, or our Advisor and its affiliates, for any liability or loss suffered by them or hold our directors, our Advisor and its affiliates harmless for any liability or loss suffered by us, unless they have determined that the course of conduct that caused the loss or liability was in our best interests, they were acting on our behalf or performing services for us, the liability or loss was not the result of negligence or misconduct by our non-independent directors, our Advisor and its affiliates, or gross negligence or willful misconduct by our independent directors, and the indemnification or agreement to hold harmless is recoverable only out of our net assets or the proceeds of insurance and not from the stockholders.
Certain provisions in our organizational documents and Maryland law could inhibit transactions or changes of control under circumstances that could otherwise provide stockholders with the opportunity to realize a premium.
Our charter and bylaws contain provisions that could delay or prevent a change of control of our company or changes in our board of directors that our stockholders might consider favorable. For example, our charter authorizes the issuance of preferred stock which can be created and issued by our board of directors without prior stockholder approval, with rights senior to those of our common stock, and prohibits our stockholders from filling board vacancies. In addition, for so long as the advisory agreement is in effect, our Advisor has the right to nominate, subject to the approval of such nomination by our board of directors, three affiliated directors to the slate of directors to be voted on by the stockholders at our annual meeting of stockholders. Furthermore, our board of directors must also consult with our Advisor in connection with (i) its selection of each independent director for nomination to the slate of directors to be voted on at the annual meeting of stockholders, and (ii) filling any vacancies created by the removal, resignation, retirement or death of any director. These and other provisions in our charter and bylaws could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including a merger, tender offer or proxy contest involving our company.
In addition, certain provisions of the Maryland General Corporation Law applicable to us prohibit business combinations with: (1) any person who beneficially owns 10% or more of the voting power of our outstanding voting stock, which we refer to as an “interested stockholder;” (2) an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock, which we also refer to as an “interested stockholder;” or (3) an affiliate of an interested stockholder. These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination with the interested stockholder or an affiliate of the interested stockholder must be recommended by our board of directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding voting stock, and two-thirds of the votes entitled to be cast by holders of our voting stock other than shares held by the interested stockholder or its affiliate with whom the business combination is to be effected or held by an affiliate or associate of the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders’ best interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our board of directors prior to the time that someone becomes an interested stockholder. Pursuant to the business combination statute, our board of directors has exempted any business combination involving us and any person, provided that such business combination is first approved by a majority of our board of directors, including a majority of our independent directors.
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Our UPREIT structure may result in potential conflicts of interest with our operating partnership or limited partners in our operating partnership whose interests may not be aligned with those of our stockholders.
Conflicts of interest exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their direction of the management of our company. At the same time, we, as sole member, have duties to the general partner of our operating partnership which, in turn, as general partner of our operating partnership, has duties to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership.
Under Delaware law, the general partner of a Delaware limited partnership has fiduciary duties of care and loyalty, and an obligation of good faith, to the partnership and its partners. While these duties and obligations cannot be eliminated entirely in the limited partnership agreement, Delaware law permits the parties to a limited partnership agreement to specify certain types or categories of activities that do not violate the general partner’s duty of loyalty and to modify the duty of care and obligation of good faith, so long as such modifications are not unreasonable. These duties as general partner of our operating partnership to the partnership and its partners may come into conflict with the interests of our company. Under the partnership agreement of our operating partnership, upon the admission of a person other than one of our subsidiaries as a limited partner in our operating partnership, the limited partners of our operating partnership expressly agree that the general partner of our operating partnership is acting for the benefit of our operating partnership itself and our stockholders, collectively. The general partner is under no obligation to give priority to the separate interests of the limited partners in deciding whether to cause our operating partnership to take or decline to take any actions. If there is a conflict between the interests of us or our stockholders, on the one hand, and the interests of the limited partners of our operating partnership other than us or our subsidiaries, on the other, that cannot be resolved in a manner not adverse to either, the partnership agreement provides that such conflict will be resolved in favor of our stockholders and the general partner will not be liable for losses sustained by the limited partners in connection with such decisions provided the general partner acted in good faith. Additionally, the partnership agreement of our operating partnership expressly limits our liability by providing that we and our directors, officers, agents and employees, will not be liable or accountable to our operating partnership or its partners for money damages.
In addition, our operating partnership is required to indemnify us, our directors, officers and employees, the general partner and its trustees, officers and employees, employees of our operating partnership and any other persons whom the general partner may designate from and against any and all claims arising from operations of our operating partnership in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise unless it is established that the act or omission of the indemnitee constituted fraud, intentional harm or gross negligence on the part of the indemnitee, the claim is brought by the indemnitee (other than to enforce the indemnitee’s rights to indemnification or advance of expenses) or the indemnitee is found to be liable to our operating partnership, and then only with respect to each such claim. The provisions of Delaware law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties.
Tax protection agreements could limit our ability to sell or otherwise dispose of property contributed to our operating partnership.
In connection with a contribution of property to our operating partnership, our operating partnership may enter into a tax protection agreement with the contributor of such property that provides that if we dispose of any interest in the contributed property in a taxable transaction within a certain time period, subject to certain exceptions, we may be required to indemnify the contributor for its tax liabilities attributable to the built-in gain that exists with respect to such property interests, and the tax liabilities incurred as a result of such tax protection payment. Therefore, although it may be in our stockholders’ best interests that we sell the contributed property, it may be economically prohibitive for us to do so because of these obligations.
Tax protection agreements may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.
Under a tax protection agreement, our operating partnership may provide the contributor of property the opportunity to guarantee debt or enter into a deficit restoration obligation. If we fail to make such opportunities available, we may be required to deliver to such contributor a cash payment intended to approximate the contributor’s tax liability resulting from our failure to make such opportunities available to that contributor and the tax liabilities incurred as a result of such tax protection payment. These obligations may require our operating partnership to maintain more or different indebtedness than we would otherwise require for our business.
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The DST Program could subject us to liabilities from litigation or otherwise.
The DST Program raises capital in private placements exempt from registration under the Securities Act through the sale of beneficial interests to “accredited investors” in specific DSTs holding DST Properties. We expect that the DST Program will give us the opportunity to expand and diversify our capital-raising strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions under Section 1031 of the Code. There is no guarantee that the DST Program will provide the tax benefits expected by investors. Investors who acquire beneficial interests pursuant to such private placements may be seeking certain tax benefits that depend on the interpretation of, and compliance with, federal and state income tax laws and regulations. As the sole member and manager of the general partner of our operating partnership, we may become subject to liability, from litigation or otherwise, as a result of the DST Program, including in the event an investor fails to qualify for any desired tax benefits.
The DST Program will not shield us from risks related to the performance of the DST Properties held through such structures.
Pursuant to the DST Program, certain of our existing real properties and real properties acquired from third parties may be placed into DSTs, the beneficial interests of which will be sold to investors. We will hold long-term leasehold interests in each DST Property pursuant to a master lease, which is intended to be fully guaranteed by our operating partnership. Under each master lease we will be responsible for subleasing the DST Property to occupying tenants until the earlier of the expiration of the master lease or our operating partnership’s exercise of the fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DSTs from the investors in exchange for OP Units or cash (the “FMV Option”), which means that we bear the risk that the underlying cash flow from a DST Property may be less than the master lease payments. Therefore, even though we will no longer own the DST Property, because of the fixed terms of the master lease guaranteed by our operating partnership, negative performance by the DST Property could affect cash available for distributions to our stockholders and will likely have an adverse effect on our results of operations. In addition, although our operating partnership will hold a FMV Option to reacquire each DST Property, the purchase price will be based on the then-current fair market value of the DST Property, without regard for the rental terms fixed by the master lease. Therefore, we may pay more for the DST Property upon the FMV Option exercise if it appreciates while held by the DST than if we had not placed such property in the DST Program.
We may own beneficial interests in trusts owning DST Properties that will be subject to the agreements under our DST Program, which may have an adverse effect on our results of operations, relative to if the DST Program agreements did not exist.
In connection with the launch of our DST Program, we may own beneficial interests in DSTs owning DST Properties that are subject to the terms of the agreements provided by our DST Program. The DST Program agreements may limit our ability to encumber, lease or dispose of our beneficial interests. Such agreements could affect our ability to turn our beneficial interests into cash and could affect cash available for distributions to our stockholders. The DST Program agreements, and in some cases the financing documents, used in connection with the DST Program could also impair our ability to take actions that would otherwise be in the best interests of our stockholders and, therefore, may have an adverse effect on our results of operations and NAV, relative to if the DST Program agreements did not exist.
DST Properties may be less liquid than other assets, which could impair our ability to utilize cash proceeds from sales of such DST Properties for other purposes such as paying down debt, distributions or additional investments.
DST Properties may later be reacquired through the exercise of our operating partnership’s FMV Option. In such cases the investors who become limited partners in our operating partnership will generally still be tied to the DST Property in terms of basis and built-in gain. As a result, if the DST Property is subsequently sold, unless we effectuate a like-kind exchange under Section 1031 of the Code, then tax will be triggered on the investors’ built-in gain. Although we are not contractually obligated to do so, we intend to execute 1031 exchanges in such situations rather than trigger gain. Any replacement property acquired in connection with a 1031 exchange will similarly be tied to the investors with similar considerations if such replacement property ever is sold. As a result of these factors, placing real properties into the DST Program may limit our ability to access liquidity from such real properties or replacement properties through sale without triggering taxes due to the built-in gain tied to investors in the DST Program. Such reduced liquidity could impair our ability to utilize cash proceeds from sales for other purposes such as paying down debt, distributions or additional investments.
Cash payments to redeem OP Units will reduce cash available for distribution to our stockholders or to honor their repurchase requests under our share repurchase program.
Following a one-year holding period, the holders of OP Units (other than us and the general partner) generally have the right to cause our operating partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of our
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common stock, cash, or a combination of both. An election to redeem OP Units for cash may reduce funds available for distribution to our stockholders or to honor our stockholders’ repurchase requests under our share repurchase program.
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Determining to exercise the FMV Option for DST Properties may cause us to incur significant additional non-cash interest expense that could materially impact our GAAP earnings and our funds from operations ("FFO").
When we determine it is probable that we will exercise a DST Property's FMV Option we will need to begin recording additional non-cash interest expense, which will reduce GAAP earnings and FFO. If we exercise the FMV Option prior to the end of the master lease, we record, as a lump sum, non-cash interest expense for the difference between the fair market value of the property and the sum of the mortgage debts outstanding balance and the financing obligation, in the quarter in which we exercise the FMV Option. The lump sum non-cash interest expense could have a very material negative impact on our GAAP earnings and FFO.
Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.
We intend to conduct our operations so that neither we nor our operating partnership or our respective subsidiaries are investment companies under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer's total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are U.S. government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
Rule 3a-1 under the Investment Company Act generally provides that, notwithstanding Section 3(a)(1)(C) of the Investment Company Act, an issuer will not be deemed to be an “investment company” under the Investment Company Act provided that (1) it does not hold itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, and (2) on an unconsolidated basis except as otherwise provided, no more than 45% of the value of its total assets, consolidated with the assets of any wholly owned subsidiary, (exclusive of U.S. government securities and cash items) consists of, and no more than 45% of its net income after taxes, consolidated with the net income of any wholly owned subsidiary, (for the last four fiscal quarters combined) is derived from, securities other than U.S. government securities, securities issued by employees' securities companies, securities issued by certain majority owned subsidiaries of such company and securities issued by certain companies that are controlled primarily by such company. In addition, we believe that neither we nor our operating partnership will be considered an investment company under Section 3(a)(1)(A) of the Investment Company Act because neither we nor our operating partnership will engage primarily or hold ourselves out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, through our operating partnership's wholly owned or majority-owned subsidiaries, we and our operating partnership will be primarily engaged in the non-investment company businesses of these subsidiaries, namely the business of purchasing or otherwise acquiring real property, mortgages and other interests in real estate. We believe that we, our operating partnership and our respective subsidiaries will satisfy this exclusion.
A change in the value of any of our assets could cause us, our operating partnership or one or more of our respective subsidiaries to fall within the definition of “investment company” and thus be required to register under the Investment Company Act. To ensure that we are not required to register the company or an of our subsidiaries as an investment company under the Investment Company Act, we may be unable to sell assets we would otherwise want to sell and may be unable to purchase securities we would otherwise want to purchase. In addition, we may have to acquire additional income- or loss-generating assets that we might not otherwise have acquired or may have to forgo opportunities to acquire interests in companies that we would otherwise want to acquire and would be important to our investment strategy.
Our Advisor will continually review our investment activity to attempt to ensure that we will not be regulated as an investment company.
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However, if we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act that impose, among other things:
•limitations on capital structure;
•restrictions on specified investments;
•restrictions or prohibitions on retaining earnings;
•restrictions on leverage or senior securities;
•restrictions on unsecured borrowings;
•requirements that our income be derived from certain types of assets;
•prohibitions on transactions with affiliates; and
•compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.
If we were required to register as an investment company but failed to do so, we would be prohibited from engaging in our business, and criminal and civil actions could be brought against us. In addition, our contracts would be unenforceable unless a court required enforcement, and a court could appoint a receiver to take control of us and liquidate our business.
Registration with the SEC as an investment company would be costly, would subject our company to a host of complex regulations, and would divert the attention of management from the conduct of our business. In addition, the purchase of real estate that does not fit our investment guidelines and the purchase or sale of investment securities or other assets to preserve our status as a company not required to register as an investment company could materially adversely affect our NAV, the amount of funds available for investment and our ability to pay distributions to our stockholders.
Rapid changes in the values of potential investments in real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or our exception from the Investment Company Act.
If the market value or income potential of our real estate-related investments declines, including as a result of increased interest rates, prepayment rates or other factors, we may need to increase our real estate investments and income or liquidate our non-qualifying assets in order to maintain our REIT qualification or our exception from registration under the Investment Company Act. If the decline in real estate asset values or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-real estate assets that we may own. We may have to make investment decisions that we otherwise would not make absent REIT and Investment Company Act considerations.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology or other business interruption could harm our business.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information of tenants and lease data. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential tenant information, such as individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, there is no guarantee that our security measures will be able to prevent the systems’ improper functioning, or the improper disclosure of personally identifiable information such as in the event of cyber attacks. Security breaches include physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches. To date, we have seen no material impact on our business or operations from these attacks or events. Any future significant compromise or breach on our data security could create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could materially and adversely affect us. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs.
Other disruptive events, including, but not limited to, natural disasters and public health or pandemic crises (such as COVID-19), may adversely affect our ability to conduct business. Such adverse effects may include the inability of our advisor’s employees, or the employees of its affiliates and other service providers, to perform their responsibilities as a result of any such event. Such disruptions to our business operations can result in significant operational issues.
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Risks Related to Investments in Real Property
We depend on tenants for our revenue, and accordingly, lease terminations and/or tenant defaults, particularly by one of our significant tenants, could adversely affect the income produced by our properties, which may harm our operating performance, thereby limiting our ability to pay distributions to our stockholders.
The success of our investments depends on the financial stability of our tenants, any of whom may experience a change in their business at any time, including as a result of global economic and geopolitical events, military conflicts, natural disasters, public health or pandemic crises, labor shortages, or broad inflationary pressures. Our tenants may delay lease commencements, decline to extend or renew their leases upon expiration, fail to make rental payments when due, or declare bankruptcy. Any of these actions could result in the termination of the tenants’ leases, or expiration of existing leases without renewal, and the loss of rental income attributable to the terminated or expired leases. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment and re-letting our property. If significant leases are terminated or defaulted upon, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. In addition, significant expenditures, such as mortgage payments, real estate taxes and insurance and maintenance costs, are generally fixed and do not decrease when revenues at the related property decrease.
The occurrence of any of the situations described above, particularly if it involves one of our significant tenants, could seriously harm our operating performance. If any of these significant tenants were to default on its lease obligation(s) to us or not extend current leases as they mature, our results of operations and ability to pay distributions to our stockholders could be adversely affected. The revenues generated by the properties these tenants occupy are substantially dependent upon the financial condition of these tenants and, accordingly, any event of bankruptcy, insolvency, or a general downturn in the business of any of these tenants may result in the failure or delay of such tenant’s rental payments, which may have a substantial adverse effect on our operating performance.
Our revenues will be significantly influenced by the economies and other conditions of the industrial, office, residential, retail and other markets in general and the specific geographic markets in which we operate where we have high concentrations of these types of properties.
As of December 31, 2022, our diversification of current fair value of our consolidated properties by property type consisted of, 39% in the industrial property sector, 13% in the office property sector, 36% in the residential property sector, 12% in the retail property sector and less than 1% in the other property sector. As of December 31, 2022, we also owned an interest in unconsolidated properties in the office, residential, retail and other property sectors. Because our portfolio consists primarily of industrial, office, residential and retail properties, we are subject to risks inherent in investments in these property types and in particular the risk that e-commerce poses to retail. This concentration exposes us to risk of economic downturns in these property sectors to a greater extent than if our portfolio included other sectors in the real estate industry.
Additionally, as of December 31, 2022, approximately 41%, 25% and 24% of the current fair value of our consolidated properties was geographically concentrated in the western, southern and eastern United States, respectively. Moreover, our properties located in California and Texas accounted for approximately 18% and 13% of our consolidated revenues, respectively. As a result, we are particularly susceptible to adverse market conditions in these particular areas, including the current economic conditions, the reduction in demand for office, retail, industrial or residential properties, industry slowdowns, relocation of businesses and changing demographics.
Adverse economic or real estate developments in the markets in which we have a concentration of properties, or in any of the other markets in which we operate, or any decrease in demand for office, retail, industrial or residential space resulting from the local or national business climate, could adversely affect our rental revenues and operating results.
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Our operating results are affected by economic and regulatory changes that impact the real estate market in general.
Real estate historically has experienced significant fluctuations and cycles in value that have resulted in reductions in the value of properties. Real estate will continue to be subject to such fluctuations and cycles in value in the future that may negatively impact the value of our properties. The value of our properties will depend on many factors beyond our control. The value of our properties depends upon our ability to operate the real properties in a manner sufficient to maintain or increase revenues in excess of operating expenses and debt service. Revenues and the values of our properties may be adversely affected by:
•changes in national or international economic conditions;
•the cyclicality of real estate;
•changes in local market conditions due to changes in general or local economic conditions and neighborhood characteristics;
•the financial condition of tenants, buyers and sellers of properties;
•acts of God, earthquakes, hurricanes, climate change and other natural disasters, acts of war, acts of terrorism (any of which may result in uninsured losses), epidemics and pandemics, such as the COVID-19 pandemic;
•competition from other properties offering the same or similar services;
•changes in interest rates and in the availability, cost and terms of mortgage debt;
•access to capital;
•the impact of present or future environmental legislation and compliance with environmental laws;
•the ongoing need for capital improvements (particularly in older structures);
•changes in real estate tax rates and other operating expenses;
•adverse changes in governmental rules and fiscal policies;
•civil unrest;
•adverse changes in zoning laws; and
•other factors that are beyond our control.
All of these factors are beyond our control. Any negative changes in these factors could affect our ability to meet our obligations and pay distributions to stockholders.
Consequences of climate change and related regulations could impact our properties and financial performance.
The impact of climate change presents a significant risk. Damage to our properties caused by extreme weather events linked to climate change is becoming more evident, highlighting the fragility of global infrastructure. These physical effects of climate change could have a material adverse effect on our properties, operations and business, including a decline in demand for our properties and an increase in operation costs related to repairs and insurance. In addition, the adoption of regulations at the federal, state and local levels designed to address climate change may present additional costs and compliance risks as more markets move toward carbon neutral goals.
We anticipate the potential effects of climate change will increasingly impact the decisions and analysis our Advisor makes with respect to buying and selling properties, as climate change considerations can impact the relative desirability of locations and the cost of operating and insuring acquired properties, with the possibility that insurance may not be available, or on terms we find acceptable, for some properties in the future. Legislation that requires specific performance levels for building operations could make non-compliant buildings obsolete or costly to obtain compliance, which could materially affect the performance of our existing and future investments. In addition, capital improvements required to mitigate the potential impacts of climate risk could have an impact on our financial performance.
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Our retail properties may decline in rental revenue and/or occupancy as a result of co-tenancy provisions contained in certain tenant’s leases.
Tenants of certain of our retail properties have leases that contain certain co-tenancy provisions that require either certain tenants and/or certain amounts of square footage to be occupied and open for business. If these co-tenancy provisions are not satisfied then other tenants of these properties may have the right to, among other things, pay reduced rents and/or terminate the lease. As a result, the loss of a single tenant on these properties, and the triggering of these co-tenancy provisions, could result in reduced rental income and/or reduced occupancy with respect to these properties, which could have a material adverse effect on our business, financial condition and results of operations.
We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to the existing leases, or we may expend significant capital in our efforts to re-let space, which may adversely affect our operating results.
Leases (excluding our residential properties) representing approximately 4% and 10% of the annualized minimum base rent from our consolidated properties, as of December 31, 2022, were scheduled to expire in 2023 and 2024, respectively. Because we compete with a number of other developers, owners and managers of office, retail, industrial and residential properties, we may be unable to renew leases with our existing tenants and, if our current tenants do not renew their leases, we may be unable to re-let the space to new tenants. To the extent that we are able to renew leases that are scheduled to expire in the short-term or re-let such space to new tenants, heightened competition resulting from adverse market conditions may require us to utilize rent concessions and tenant improvements to a greater extent than we historically have. Further, leases of long-term duration or which include renewal options that specify a maximum rate increase may not result in fair market lease rates over time if we do not accurately estimate inflation or market lease rates. If we are subject to below-market lease rates on a significant number of our properties pursuant to long-term leases, our cash flow from operations and financial position may be adversely affected. In addition, historic economic turmoil led to foreclosures and sales of foreclosed properties at depressed values, and we may have difficulty competing with competitors who purchase properties in the foreclosure process, because their lower cost basis in their properties may allow them to offer space at reduced rental rates.
If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge in order to retain tenants upon expiration of their existing leases. Even if our tenants renew their leases or we are able to re-let the space, the terms and other costs of renewal or re-letting, including the cost of required renovations, increased tenant improvement allowances, leasing commissions, declining rental rates, and other potential concessions, may be less favorable than the terms of our current leases and could require significant capital expenditures. If we are unable to renew leases or re-let space in a reasonable time, or if rental rates decline or tenant improvement, leasing commissions, or other costs increase, our financial condition, cash flows, cash available for distribution, value of our common stock, and ability to satisfy our debt service obligations could be materially adversely affected.
Competition in acquiring properties may reduce our profitability and the return on your investment.
We face competition from various entities for investment opportunities in properties, including other REITs, pension funds, insurance companies, investment funds and companies, partnerships, and developers. We may also face competition from real estate programs sponsored by JLL and its affiliates. Many third party competitors have substantially greater financial resources than we do and may be able to accept more risk than we can prudently manage. Competition from these entities may reduce the number of suitable investment opportunities offered to us or increase the bargaining power of property owners seeking to sell. Additionally, disruptions and dislocations in the credit markets may materially impact the cost and availability of debt to finance real estate acquisitions, which is a key component of our acquisition strategy. A lack of available debt could result in a further reduction of suitable investment opportunities and create a competitive advantage for other entities that have greater financial resources than we do. In addition, the number of entities and the amount of funds competing for suitable investments may continue to increase. In addition to third party competitors, other programs sponsored by our Advisor may raise additional capital and seek investment opportunities under our Advisor's allocation policy. If we acquire properties and other investments at higher prices or by using less-than-ideal capital structures, our returns will be lower and the value of our assets may not appreciate or may decrease significantly below the amount we paid for such assets. If such events occur, you may experience a lower return on your investment.
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To the extent we acquire properties, our operating results may depend on the availability of, and our Advisor’s ability to identify, acquire and manage, appropriate real estate investment opportunities. It may take considerable time for us or our Advisor to identify and acquire appropriate investments. In general, the availability of desirable real estate opportunities and our investment returns will be affected by the level and volatility of interest rates, conditions in the financial markets and general, national and local economic conditions. No assurance can be given that we will be successful in identifying, underwriting and then acquiring investments which satisfy our return objectives or that such investments, once acquired, will perform as intended. The real estate industry is competitive and we compete for investments with traditional equity sources, both public and private, as well as existing funds, or funds formed in the future, with similar investment objectives. If we cannot effectively compete with these entities for investments, our financial performance may be adversely affected.
Potential losses or damage to our properties may not be covered by insurance.
Our tenants are required to maintain property insurance coverage for the properties under net leases and we carry comprehensive liability, fire, extended coverage, business interruption and rental loss insurance covering all of the properties in our portfolio not insured by our tenants under a blanket policy. Our Advisor will select policy specifications and insured limits that it believes to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. Insurance policies on our properties may include some coverage for losses that are generally catastrophic in nature, such as losses due to terrorism, earthquakes and floods, but we cannot assure you that it will be adequate to cover all losses and some of our policies will be insured subject to limitations involving large deductibles or co-payments and policy limits which may not be sufficient to cover losses.
In addition, we share certain policy risk with other clients of our Advisor and it is possible that they may draw those limits leaving no coverage for a claim by us. If we or one or more of our tenants experience a loss which is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
Our real properties are subject to property and other taxes that may increase in the future, which could adversely affect our cash flow.
Our real properties are subject to real and personal property and other taxes that may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. Certain of our leases provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the real properties that they occupy while other leases will generally provide that we are responsible for such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable governmental authorities. If property taxes increase, our tenants may be unable to make the required tax payments, ultimately requiring us to pay the taxes even if otherwise stated under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authorities may place a lien on the property and the property may be subject to a tax sale. In addition, we will generally be responsible for property taxes related to any vacant space.
We rely on third party property managers to operate our properties and leasing agents to lease vacancies in our properties.
Although our Advisor has hired and may hire JLL to manage and lease certain of our properties, we also rely on third party property managers and leasing agents to manage and lease vacancies in most of our properties. The third party property managers have significant decision-making authority with respect to the management of our properties. Our ability to direct and control how our properties are managed on a day-to-day basis may be limited because we will engage third parties to perform this function. Thus, the success of our business may depend in large part on the ability of our third party property managers to manage the day-to-day operations and the ability of our leasing agents to lease vacancies in our properties. Any adversity experienced by our property managers or leasing agents could adversely impact the operation and profitability of our properties.
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We may not have sole decision-making authority over some of our real property investments and may be unable to take actions to protect our interests in these investments.
A component of our investment strategy includes entering into joint venture agreements with partners in connection with certain property acquisitions. As of December 31, 2022, we had interests in eight joint ventures that collectively own 18 properties and over 4,300 single-family rental homes across the United States accounting for 14% of our total assets. We may co-invest in the future with third parties through partnerships or other entities, which we collectively refer to as joint ventures, acquiring non-controlling interests in or sharing responsibility for managing the affairs of the joint venture. In such event, we would not be in a position to exercise sole decision-making authority regarding the joint venture. Investments in joint ventures may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their required capital contributions. Co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the co-venturer would have full control over the joint venture. Disputes between us and co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with co-venturers might result in subjecting properties owned by the joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our co-venturers. In addition, our lack of control over the properties in which we invest could result in us being unable to obtain accurate and timely financial information for these properties and could adversely affect our internal control over financial reporting.
We may not have funding for future tenant improvements, which may adversely affect the value of our assets, our results of operations and returns to our stockholders.
When a tenant at one of our real properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that, in order to attract one or more new tenants, we will be required to expend substantial funds to construct new tenant improvements in the vacated space. We do not anticipate that we will maintain permanent working capital reserves and do not currently have an identified funding source to provide funds that may be required in the future for tenant improvements and tenant refurbishments in order to attract new tenants. If we do not establish sufficient reserves for working capital or obtain adequate financing to supply necessary funds for capital improvements or similar expenses, we may be required to defer necessary or desirable improvements to our real properties. If we defer such improvements, the applicable real properties may decline in value, and it may be more difficult for us to attract or retain tenants to such real properties or the amount of rent we can charge at such real properties may decrease. We cannot assure our stockholders that we will have any sources of funding available to us for repair or reconstruction of damaged real property in the future.
The costs of compliance with governmental laws and regulations may adversely affect our financial condition and results of operations.
Real estate and the operations conducted on properties are subject to federal, state and local laws and regulations relating to environmental protection and human health and safety. Tenants’ ability to operate and generate income to pay their lease obligations may be affected by permitting and compliance obligations arising under such laws and regulations. Some of these laws and regulations may impose joint and several liability on tenants, owners, or managers for the costs to investigate or remediate contaminated properties, regardless of fault or whether the acts causing the contamination were legal. In addition, the presence of hazardous substances, or the failure to properly remediate these substances, may hinder our ability to sell, rent, or pledge such property as collateral for future borrowings. Compliance with new laws or regulations or stricter interpretation of existing laws by agencies or the courts may require us to incur material expenditures. Future laws, ordinances, or regulations may impose material environmental liability.
Additionally, our tenants’ operations, the existing condition of land when we buy it, operations in the vicinity of our properties such as the presence of underground storage tanks or activities of unrelated third parties may affect our properties. In addition, there are various local, state, and federal fire, health, life-safety, and similar regulations with which we may be required to comply, and which may subject us to liability in the form of fines or damages for noncompliance. Any material expenditures, fines, or damages we must pay will reduce our cash flows and ability to pay distributions and may reduce the value of our shares of common stock.
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As the present or former owner or manager of real property, we could become subject to liability for environmental contamination, regardless of whether we caused such contamination.
We could become subject to liability in the form of fines or damages for noncompliance with environmental laws and regulations. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid hazardous materials, the remediation of contaminated property associated with the disposal of solid and hazardous materials and other health and safety-related concerns. Some of these laws and regulations may impose joint and several liability on tenants, owners or managers for the costs of investigation or remediation of contaminated properties, regardless of fault or the legality of the original disposal. Under various federal, state and local environmental laws, ordinances, and regulations, a current or former owner or manager of real property may be liable for the cost to remove or remediate hazardous or toxic substances, wastes, or petroleum products on, under, from, or in such property. These costs could be substantial and liability under these laws may attach whether or not the owner or manager knew of, or was responsible for, the presence of such contamination. Even if more than one person may have been responsible for the contamination, each liable party may be held entirely responsible for all of the clean-up costs incurred.
In addition, third parties may sue the owner or manager of a property for damages based on personal injury, natural resources, or property damage and/or for other costs, including investigation and clean-up costs, resulting from the environmental contamination. The presence of contamination on one of our properties, or the failure to properly remediate a contaminated property, could give rise to a lien in favor of the government for costs it may incur to address the contamination, or otherwise adversely affect our ability to sell or lease the property or borrow using the property as collateral. In addition, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which the property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us from entering into leases with prospective tenants. There can be no assurance that future laws, ordinances or regulations will not impose any material environmental liability, or that the current environmental condition of our properties will not be affected by the operations of the tenants, by the existing condition of the land, by operations in the vicinity of the properties. There can be no assurance that these laws, or changes in these laws, will not have a material adverse effect on our business, results of operations or financial condition.
Future terrorist attacks may result in financial losses for us and limit our ability to obtain terrorism insurance.
Our portfolio maintains significant holdings in areas that are located in or around major population centers that may be high-risk geographical areas for terrorism and threats of terrorism. Future terrorist attacks and the anticipation of any such attacks, or the consequences of the military or other response by the United States and its allies, could severely impact the demand for, and value of, our properties. Terrorist attacks in and around any of the major metropolitan areas in which we own properties also could directly impact the value of our properties through damage, destruction, loss, or increased security costs, and could thereafter materially impact the availability or cost of insurance to protect against such acts. A decrease in demand could make it difficult to renew or re-lease our properties at lease rates equal to or above historical rates. To the extent that any future terrorist attacks otherwise disrupt our tenants’ businesses, it may impair our tenants’ ability to make timely payments under their existing leases with us, which would harm our operating results.
In addition, the events of September 11, 2001 created significant uncertainty regarding the ability of real estate owners of high profile properties to obtain insurance coverage protecting against terrorist attacks at commercially reasonable rates, if at all. With the enactment of the Terrorism Risk Insurance Act, which has been extended through 2027, insurers must make terrorism insurance available under their property and casualty insurance policies, but this legislation does not regulate the pricing of such insurance. The absence of affordable insurance coverage may affect the general real estate lending market, lending volume and the market’s overall loss of liquidity may reduce the number of suitable investment opportunities available to us and the pace at which its investments are made. We currently carry terrorism insurance under our master insurance program on all of our investments.
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We may be subject to additional risks from our international investments.
We do not own any properties located outside the United States as of December 31, 2022 but may purchase investments located outside the United States, and may make or purchase loans or participations in loans secured by property located outside the United States. These investments may be affected by factors peculiar to the laws and business practices of the jurisdictions in which the properties are located. These laws and business practices may expose us to risks that are different from and in addition to those commonly found in the United States. Foreign investments could be subject to the following additional risks:
•the burden of complying with a wide variety of foreign laws;
•changing governmental rules and policies, including changes in land use and zoning laws, more stringent environmental laws or changes in such laws;
•existing or new laws relating to the foreign ownership of real property or loans and laws restricting the ability of foreign persons or companies to remove profits earned from activities within the country to the person’s or company’s country of origin;
•the potential for expropriation;
•possible currency transfer restrictions;
•imposition of adverse or confiscatory taxes;
•changes in real estate and other tax rates and changes in other operating expenses in particular countries;
•possible challenges to the anticipated tax treatment of the structures that allow us to acquire and hold investments;
•adverse market conditions caused by terrorism, civil unrest and changes in national or local governmental or economic conditions;
•the willingness of domestic or foreign lenders to make loans in certain countries and changes in the availability, cost and terms of loan funds resulting from varying national economic policies;
•general political and economic instability in certain regions;
•the potential difficulty of enforcing obligations in other countries; and
•our limited experience and expertise in foreign countries relative to our experience and expertise in the United States.
Investments in properties or other real estate investments outside the United States subject us to foreign currency risks, which may adversely affect distributions and our REIT status.
Revenues generated from any properties or other real estate investments we acquire or ventures we enter into relating to transactions involving assets located in markets outside the United States likely will be denominated in the local currency. Therefore any investments we make outside the United States may subject us to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. As a result, changes in exchange rates of any such foreign currency to U.S. dollars may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity. Changes in foreign currency exchange rates used to value a REIT’s foreign assets may be considered changes in the value of the REIT’s assets. These changes may adversely affect our status as a REIT. Further, bank accounts in foreign currency that are not considered cash or cash equivalents may adversely affect our status as a REIT.
Inflation in foreign countries, along with government measures to curb inflation, may have an adverse effect on our investments.
Certain countries have in the past experienced extremely high rates of inflation. Inflation, along with governmental measures to curb inflation, coupled with public speculation about possible future governmental measures to be adopted, has had significant negative effects on the certain international economies in the past and this could occur again in the future. The introduction of governmental policies to curb inflation can have an adverse effect on our business. High inflation in the countries in which we purchase real estate or make other investments could increase our expenses and we may not be able to pass these increased costs onto our tenants.
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Lack of compliance with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
We are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including potential competitors, are not subject to these prohibitions. Fraudulent practices, including corruption, extortion, bribery, pay-offs, theft and others, occur from time-to-time in countries in which we may do business. If people acting on our behalf or at our request are found to have engaged in such practices, severe penalties and other consequences could be imposed on us that may have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay distributions to our stockholders and the value of our shares of common stock.
Risks Related to Investments in Real Estate-Related Assets
Our investments in real estate-related assets will be subject to the risks related to the underlying real estate.
Real estate loans secured by properties are subject to the risks related to underlying real estate. The ability of a borrower to repay a loan secured by a property typically is dependent upon the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower's ability to repay the loan may be impaired. Any default on the loan could result in our acquiring ownership of the property, and we would bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan. In addition, foreclosure of a mortgage loan can be an expensive and lengthy process that could have a substantial negative effect on our anticipated return on the foreclosed loan. We will not know whether the values of the properties ultimately securing our loans will remain at the levels existing on the dates of origination of those loans. If the values of the underlying properties decline, our risk will increase because of the lower value of the security associated with such loans. In this manner, real estate values could impact the values of our loan investments. Our investments in mortgage-backed securities, collateralized debt obligations and other real estate-related investments may be similarly affected by property values.
The real estate-related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.
We may invest in common and preferred stock of both publicly traded and private real estate companies, which involves a higher degree of risk than debt securities due to a variety of factors, including that such investments are subordinate to creditors and are not secured by the issuer's properties. Our investments in real estate-related equity securities will involve special risks relating to the particular issuer of the equity securities, including the financial condition and business outlook of the issuer. Issuers of real estate-related common equity securities generally invest in real estate or real estate-related assets and are subject to the inherent risks associated with real estate discussed in our prospectus related to our Current Public Offering.
The value of the real estate-related securities that we may invest in may be volatile.
The value of real estate-related securities, including those of publicly-listed REITs, fluctuates in response to issuer, political, market and economic developments. In the short term, equity prices can fluctuate dramatically in response to these developments. Different parts of the market and different types of equity securities can react differently to these developments and they can affect a single issuer, multiple issuers within an industry, the economic sector or geographic region, or the market as a whole. The real estate industry is sensitive to economic downturns. The value of securities of companies engaged in real estate activities can be affected by changes in real estate values and rental income, property taxes, interest rates and tax and regulatory requirements. In addition, the value of a REIT's equity securities can depend on the capital structure and amount of cash flow generated by the REIT.
We may invest in mezzanine debt, which is subject to greater risks of loss than senior loans secured by real properties, and may result in losses to us.
We may invest in mezzanine loans that take the form of subordinated loans secured by second mortgages on the underlying real property or loans secured by a pledge of the ownership interests of either the entity owning the real property or the entity that owns the interest in the entity owning the real property. These types of investments involve a higher degree of risk than first-lien mortgage loans secured by income producing real property because the investment may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans, resulting in less equity in the real property and increasing the risk of loss of principal.
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We expect a portion of our securities portfolio to be illiquid, and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
We may purchase real estate-related securities in connection with privately negotiated transactions that are not registered under the relevant securities laws, resulting in a prohibition against their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited. The mezzanine and bridge loans we may purchase will be particularly illiquid investments due to their short life, their unsuitability for securitization and the greater risk of our inability to recover loaned amounts in the event of a borrower's default.
Interest rate and related risks may cause the value of our real estate-related assets to be reduced.
We are subject to interest rate risk with respect to our investments in fixed income securities such as preferred equity and debt securities, and to a lesser extent dividend paying common stocks. Interest rate risk is the risk that these types of securities will decline in value because of changes in market interest rates. Generally, when market interest rates rise, the fair value of such securities will decline, and vice versa. Our investment in such securities means that our NAV may decline if market interest rates rise. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected principal payments. This may lock in a below-market interest rate, increase the security's duration and reduce the value of the security. This is known as extension risk. During periods of declining interest rates, an issuer may be able to exercise an option to prepay principal earlier than scheduled, which is generally known as “call risk” or “prepayment risk.” If this occurs, we may be forced to reinvest in lower yielding securities. This is known as “reinvestment risk.” Preferred equity and debt securities frequently have call features that allow the issuer to redeem the security prior to its stated maturity. An issuer may redeem an obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. These risks may reduce the value of our securities investments.
Risks Related to Debt Financing
We have incurred and are likely to continue to incur mortgage or other indebtedness, which may increase our business risks, could hinder our ability to pay distributions and could decrease the value of your investment.
As of December 31, 2022, we had total outstanding indebtedness of $1,924,527. Our Company leverage ratio, calculated as our share of total liabilities (excluding future dealer manager fees) divided by our share of the fair value of total assets, was 36% as of December 31, 2022 and 42% as of December 31, 2021. We may obtain mortgage loans and pledge some or all of our properties as security for these loans to acquire the property secured by the mortgage loan, acquire additional properties or pay down other debt. We may also use our line of credit as a flexible borrowing source to cover short-term capital needs, for new property acquisitions and for working capital. If there is a shortfall between the cash flow from a property and the cash flow needed to service mortgage loans on that property, then the amount of cash available for distributions to stockholders may be reduced.
In addition, incurring mortgage debt increases the risk of loss of a property since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of the shares of our common stock. For tax purposes, a foreclosure on any of our properties will be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the loan secured by the mortgage exceeds our tax basis in the property, we will recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage loans to the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the loan if it is not paid by such entity. If any mortgage contains cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our stockholders may be adversely affected.
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Renewed uncertainty and volatility in the credit markets could affect our ability to obtain debt financing on reasonable terms, or at all, which could reduce the number of properties we may be able to acquire and the amount of cash distributions we can make to our stockholders.
The U.S. and global credit markets have historically experienced severe dislocations and liquidity disruptions, which caused volatility in the credit spreads on prospective debt financings and constrained the availability of debt financing due to the reluctance of lenders to offer financing at high leverage ratios. Renewed uncertainty in the credit markets, including as a result of global economic events, natural disasters and public health or pandemic crises, may adversely impact our ability to access additional debt financing on reasonable terms or at all, which may adversely affect investment returns on future acquisitions or our ability to make acquisitions.
If mortgage debt is unavailable on reasonable terms as a result of increased interest rates, increased credit spreads, decreased liquidity or other factors, we may not be able to finance the initial purchase of properties. In addition, when we incur mortgage debt on properties, we run the risk of being unable to refinance such debt upon maturity, or of being unable to refinance on favorable terms. As of December 31, 2022, we had $1,318,614 in aggregate outstanding mortgage notes payable, which had maturity dates through August 1, 2042.
If interest rates are higher or other financing terms, such as principal amortization, the need for a corporate guaranty, or other terms are not as favorable when we refinance debt or issue new debt, our income could be reduced. To the extent we are unable to refinance debt on reasonable terms, or at appropriate times or at all, we may be required to sell properties on terms that are not advantageous to us, or could result in the foreclosure of such properties. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by borrowing more money.
Increases in interest rates could increase the amount of our loan payments and adversely affect our ability to pay distributions to our stockholders.
Interest we pay on our loan obligations will reduce cash available for distributions. If we obtain variable rate loans, increases in interest rates would increase our interest costs, which would reduce our cash flows and our ability to pay distributions to stockholders. In addition, if we need to repay existing loans during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times which may not permit realization of the maximum return on such investments.
If we draw on our line of credit to fund repurchases or for any other reason, our financial leverage ratio could increase beyond our target.
We may use our line of credit to provide for a ready source of liquidity to fund repurchases of shares of our common stock in the event that repurchase requests exceed net proceeds from our continuous offerings. If we borrow under a line of credit to fund repurchases of shares of our common stock, our financial leverage will increase and may exceed our target leverage ratio. Our leverage may remain at the higher level until we receive additional net proceeds from our continuous offerings or sell some of our assets to repay outstanding indebtedness.
Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to pay distributions to our stockholders.
When providing financing, a lender may impose restrictions on us that affect our distribution and operating policies and our ability to obtain additional loans. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property or discontinue insurance coverage. In addition, loan documents may limit our ability to enter into or terminate certain operating or lease agreements related to the property. These or other limitations may adversely affect our flexibility and our ability to achieve our investment objectives.
If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to pay distributions to our stockholders.
Some of our financing arrangements may require us to make a lump-sum or “balloon” payment at maturity. Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain replacement financing or our ability to sell particular properties. At the time the balloon payment is due, we may or may not be able to refinance the balloon payment on terms as favorable as the original loan or sell the particular property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets.
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Failure to hedge effectively against interest rate changes may materially adversely affect our ability to achieve our investment objectives.
Subject to any limitations required to maintain qualification as a REIT, we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap or collar agreements and interest rate swap agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements and that these arrangements may not be effective in reducing our exposure to interest rate changes. These interest rate hedging arrangements may create additional assets or liabilities from time to time that may be held or liquidated separately from the underlying property or loan for which they were originally established. We have adopted a policy relating to the use of derivative financial instruments to hedge interest rate risks related to our variable rate borrowings. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may materially adversely affect our ability to achieve our investment objectives.
Federal Income Tax Risks
Failure to qualify as a REIT would have significant adverse consequences to us.
We are organized and operated in a manner intended to qualify to be taxed as a REIT for U.S. federal income tax purposes. We first elected REIT status for our taxable year that ended December 31, 2004. REIT qualification requires ongoing satisfaction of various requirements regarding our organization, the nature of our gross income and assets and the amount of dividends we distribute. In addition, future legislative, judicial or administrative changes to the federal income tax laws, which could be applied retroactively, could result in our disqualification as a REIT. If the Internal Revenue Service (the "IRS") determines that we do not qualify as a REIT or if we qualify as a REIT and subsequently lose our REIT qualification, we will be subject to serious tax consequences that would cause a significant reduction in our cash available for distribution for each of the years involved and our NAV because:
•we would be subject to federal and applicable state and local corporate income taxation on our taxable income;
•we would not be permitted to take a deduction for dividends paid to stockholders in computing our taxable income; and
•we could not re-elect to be taxed as a REIT for four taxable years following the year during which we were disqualified (unless we were entitled to relief under applicable statutory provisions).
In addition, if we do not qualify as a REIT, we will not be required to pay distributions to stockholders. As a result of all these factors, our failure to qualify as a REIT also could hinder our ability to raise capital and grow our business.
Legislative, regulatory or administrative changes could adversely affect us or our stockholders.
Legislative, regulatory or administrative changes could be enacted or promulgated at any time, either prospectively or with retroactive effect, and may adversely affect us and/or our stockholders.
On December 22, 2017, tax legislation commonly referred to as the Tax Cuts and Jobs Act was signed into law. The Tax Cuts and Jobs Act made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning before January 1, 2026.
On March 27, 2020, federal legislation intended to ameliorate the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), was signed into law. The IRS has issued significant proposed guidance underCARES Act made technical corrections to, or modified on a temporary basis, certain of the provisions of the Tax Cuts and Jobs Act, but guidanceAct. There can be no assurance that future tax law changes will not increase income tax rates, impose new limitations on additional issues, finalization of proposed guidance and possible technical corrections legislationdeductions, credits or other tax benefits, or make other changes that may adversely affect usour business, cash flows or our stockholders. In addition, further changes to the tax laws, unrelated to the Tax Cuts and Jobs Act, are possible.financial performance or a stockholder's investment in us.
We urge you to consult with your own tax advisor with respect to the impact of the Tax Cuts and Jobs Act and other legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.
To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.
To qualifymaintain our status as a REIT, we generally must distribute annually to our stockholders dividends equal to a minimum ofat least 90% of our REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gain. We will be subject to regular corporate income taxes on any undistributed REIT taxable income, including undistributed net capital gain each year.
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Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which distributionsdividends paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. Payments we make to our stockholders under our share repurchase plan generally will not be taken into account for purposes of these distribution requirements. If we do not have sufficient cash to pay distributions necessary to preserve our REIT status for any year or to avoid taxation, we may be forced to borrow funds or sell assets even if the market conditions at that time are not favorable for these borrowings or sales.
Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce your overall return.
To qualifymaintain our status as a REIT, we are required at all times to satisfy tests relating to, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our stock and the amounts we distribute to our stockholders. Compliance with the REIT requirements may impair our ability to operate solely on the basis of maximizing profits. For example, we may be required to pay distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution.
Compliance with REIT requirements may force us to liquidate otherwise attractive investments.
To qualifymaintain our status as a REIT, at the end of each calendar quarter, at least 75% of our assets must consist of cash, cash items, government securities and qualified real estate assets. The remainder of our investments in securities (other than securities that are qualifying assets for purposes of the 75% asset test and securities of our taxable REIT subsidiaries) generally cannot include more than 10% of the voting securities of any one issuer or more than 10% of the value of the outstanding securities of any one issuer.
Additionally, no more than 5% of the value of our assets (other than securities that are qualifying assets for purposes of the 75% asset test and securities of our taxable REIT subsidiaries) can consist of the securities of any one issuer, and no more than 20% of the value of our assets may be represented by securities of one or more taxable REIT subsidiaries. Finally, no more than 25% of our assets may consist of debt instruments that are issued by "publicly offered REITs" and would not otherwise be treated as qualifying real estate assets. In order to satisfy these requirements, we may be forced to liquidate otherwise attractive investments.
The IRS may take the position that the gainsgain from one or more sales of our properties areis subject to a 100% prohibited transaction tax.
From time to time, we may be forced to sell assets to fund repurchase requests, to satisfy our REIT distribution requirements, to satisfy other REIT requirements, or for other purposes. The IRS may determine thatdeem one or more sales of our properties areto be “prohibited transactions.” If the IRS takes the position that we have engaged in a “prohibited transaction” (i.e., sales ofwe sell a property held by us primarily for sale in the ordinary course of our trade or business)business and we do not qualify for a statutory safe harbor), the gain we recognize from such sale would be subject to a 100% tax. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax; however, there is no assurance that we will be able to qualify at all times for the safe harbor.
We do not intend to hold propertyour properties for sale in the ordinary course of business, but there is no assurance that our position will not be challenged by the IRS, especially if we make frequent property sales or frequent sales of property in which we have short holding periods.
Non-U.S. holders may be required to file U.S. federal income tax returns and pay U.S. federal income tax upon their disposition of shares of our common stock or upon their receipt of certain distributions from us.
In addition to any potential withholding tax on ordinary dividends (including with regard to a repurchase of our common stock to the extent not treated as a sale or exchange), a non-U.S. holder other than a “qualified shareholder” or a “qualified foreign pension fund,” as each is defined for purposes of the Code, that disposes of a “United States real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), is generally required to report such income on U.S. federal income tax returns and is subject to U.S. federal income tax at regular U.S. federal income tax rates under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the gain from such disposition. FIRPTA gains must be reported on U.S. federal income tax returns and are taxable at regular U.S federal income tax rates. Such tax does not apply, however, to the gain on disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. We cannot assure you that we will qualify as a domestically controlled REIT. If we were to fail to so qualify, amounts received by a non-U.S. holder on certain dispositions of shares of our common stock (including a
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redemption) would be subject to tax under FIRPTA, unless (i) our shares of common stock were regularly traded on an established securities market and (ii) the non-U.S. holder did not, at any time during a specified testing period, hold more than 10% of our common stock. We currently do not expect that any class of our shares of common stock will be regularly traded in an established securities market.
Proposed Treasury regulations issued on December 29, 2022 (the “Proposed Regulations”) would modify the existing Treasury regulations relating to the determination of whether we are a domestically controlled REIT by providing a look through rule for our stockholders that are non-publicly traded partnerships, REITs, regulated investment companies or domestic “C” corporations owned 25% or more directly or indirectly by foreign persons (“foreign owned domestic corporations”) and by treating “qualified foreign pension funds” as foreign persons for this purpose. Although the Proposed Regulations are intended to be effective for transactions occurring on or after the date they are finalized, the preamble to the Proposed Regulations states that the IRS may challenge contrary positions that are taken before the Proposed Regulations are finalized. Moreover, the Proposed Regulations, as currently drafted, would apply to determine whether a REIT was domestically controlled for the entire five-year testing period prior to any disposition of our common stock, rather than applying only to the portion of the testing period beginning after the Proposed Regulations are finalized. The Proposed Regulations relating to foreign owned domestic corporations are inconsistent with prior tax guidance. We cannot predict if or when or in what form the Proposed Regulations will be finalized or what our composition of investors that are treated as domestic under these final regulations will be at the time of enactment. Please consult your tax advisors.
Even if we are domestically controlled, a non-U.S. holder, other than a “qualified shareholder” or a “qualified foreign pension fund,” that receives a distribution from a REIT that is attributable to gains from the disposition of a USRPI as described above, including in connection with a repurchase of our common stock, is generally subject to U.S. federal income tax under FIRPTA to the extent such distribution is attributable to gains from such disposition, regardless of whether the difference between the fair market value and the tax basis of the USRPI giving rise to such gains is attributable to periods prior to or during such non-U.S. holder’s ownership of our common stock, unless the relevant class of stock is regularly traded on an established securities market in the United States and such non-U.S. holder did not own more than 10% of such class at any time during the one-year period ending on the date of such distribution. In addition, a repurchase of our common stock, to the extent not treated as a sale or exchange, may be subject to withholding as an ordinary dividend.
We seek to act in the best interests of our company as a whole and not in consideration of the particular tax consequences to any specific holder of our stock. Potential non-U.S. holders should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership and disposition of shares of our common stock.
Investments outside the U.S. may subject us to additional taxes and could present additional complications to our ability to satisfy the REIT qualification requirements.
Non-U.S. investments may subject us to various non-U.S. tax liabilities, including withholding taxes. In addition, operating in functional currencies other than the U.S. dollar and in environments in which real estate transactions are typically structured differently than they are in the U.S. or are subject to different legal rules may present complications tocomplicate our ability to structure non-U.S. investments in a manner that enables us to satisfy the REIT qualification requirements.
We may be subject to tax liabilities that reduce our cash flow and our ability to pay distributions to you even if we qualify as a REIT for federal income tax purposes.
We may be subject to federal and state taxes on our income or property even if we qualify as a REIT for federal income tax purposes, including:including, but not limited to, situations as those described below:
•in order to qualifymaintain our status as a REIT, we are required to distribute as dividends annually at least 90% of our REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. If we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to corporate income tax on the undistributed income, including undistributed net capital gains;
•we will be required to pay a 4% nondeductible excise tax on the amount, if any, by which the distributions we make to our stockholders in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years;
•if we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be required to pay a tax on that income at the highest corporate income tax rate; and
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•any gain we recognize on the sale of a property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business would be subject to the 100% “prohibited transaction” tax.
tax unless we qualify for a safe harbor exception.
Restrictions on the deduction of all of our interest expense could prevent us from satisfying the REIT distribution requirementsrequirement and avoiding incurringthe incurrence of income or excise taxes.
Section 163(j) of the Code, as amended by the Tax Cuts and Jobs Act, may limit our ability (and the ability of entities that are not treated as disregarded entities for U.S. federal income tax purposes and in which we hold an interest) to deduct interest expense. Under amended Section 163(j) of the Code, theexpense in taxable years beginning after December 31, 2017. The deduction for business interest expense may be limited to the amount of the taxpayer’s business interest income plus 30% of the taxpayer’s “adjusted taxable income” unless the taxpayer’s gross receipts do not exceed $25 million per year during the applicable testing period or the taxpayer qualifies to elect and elects to be treated as an “electing real property trade or business.” A taxpayer’s adjusted taxable income will start with its taxable income and add back items of non-business income and expense, business interest income and business interest expense, net operating losses and any deductions for “qualified business income,” and, in taxable years beginning before January 1, 2022, any deductions for depreciation, amortization or depletion.. A taxpayer that is exempt from the interest expense limitationslimitation as an electing real property trade or business is ineligible for certain expensing benefits and is subject to less favorable depreciation rules for real property.
The new rules for business interest expense will apply to us and at the level of each entity in which or through which it investswe invest that is not a disregarded entity for U.S. federal income tax purposes. To the extent that our interest expense is not deductible, our taxable income will be increased, as will our REIT distribution requirementsrequirement and the amounts we need to distribute to avoid incurring income and excise taxes.
Our board of directors is authorized to revoke our REIT election without stockholder approval, which may cause adverse consequences to our stockholders.
Our charter authorizes our board of directors to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is not in our best interest to qualify as a REIT. In this event, we would become subject to U.S. federal income tax on our taxable income and we would no longer be required to distribute most of our net taxable income to our stockholders, which may cause a reduction in the total return to our stockholders.
You may have current tax liability on distributions you elect to reinvest in our common stock.
If you participate in our distribution reinvestment plan, you will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested in shares of our common stock to the extent the amount reinvested was not a tax-free return of capital. Therefore, unless you are a tax-exempt entity, you may be forced to use funds from other sources to pay your tax liability on the reinvested dividends.
We may choose to pay dividends in our own stock, in which case our stockholders may be required to pay income taxes in excess of the cash dividends received.
Under IRS Revenue Procedure 2017-45, as a publicly offered REIT, we may give stockholders a choice, subject to various limits and requirements, of receiving a dividend in cash or in our common stock of the REIT.stock. As long as at least 20% of the total dividend is available to be paid in cash and certain other requirements are satisfied, the IRS will treat the stock distribution as a dividend (to the extent applicable rules treat such distribution as being made out of the REIT’s earnings and profits). Taxable stockholders receiving such dividends will be required to include in income for federal income tax purposes the full amount of the dividend income to the extent of our current and accumulated earnings and profits for federal income tax purposes.profits. As a result, a U.S. stockholder may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock.
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Generally, ordinary dividends payable by REITs do not qualify for the reduced U.S. federal income tax rates on qualified dividends.that apply to "qualified dividend income".
The maximum U.S. federal income tax rate forapplicable to “qualified dividend income” payable by U.S. corporations to individual U.S. stockholders (as such term is currentlydefined under “Federal Income Tax Considerations” below) is 20% (excluding the 3.8% Medicare Tax). However, dividends payable by REITs that are not designated as capital gain dividends or qualified dividend income or "qualified REIT dividends," generally are not eligible for the reduced rates applicable to qualified dividend income and generally are taxed at ordinary income tax rates. In taxable years beginning before January 1, 2026, however, non-corporate U.S. stockholders are entitled to a deduction of up to 20% of the amount of their qualified REIT dividends, subject to certain limitations. Nevertheless, non-corporate investors may perceive investmentinvestments in REITs to be relatively less attractive than investments in the stocks of other corporations whose dividends are taxed at lower rates as qualified dividends.
dividend income.
There may be tax consequences to any modifications to our borrowings, our hedging transactions and other contracts to replace references to LIBOR.
The publication of LIBOR rates may be discontinued by 2022.June 30, 2023. We are parties to loan agreements with LIBOR-based interest rates and derivatives with LIBOR-based terms used for hedging. We may have to renegotiate such LIBOR-based instruments to replace references to LIBOR. Under current law, certain modifications of terms of LIBOR-based instruments may have tax consequences, including deemed taxable exchanges of the pre-modification instrument for the modified instrument. ProposedFinal Treasury Regulations, have been issued that wouldeffective March 7, 2022, treat certain modifications that would be taxable events under current law as non-taxable events. The proposed Treasury Regulations do not discuss REIT-specific issues of modifications to LIBOR-based instruments. It is not clear whenThe IRS has also issued Revenue Procedure 2020-44, which provides additional guidance to facilitate the proposed Treasury Regulations will be finalized or what, if any, changes will be mademarket's transition from LIBOR rates. This guidance clarifies the treatment of certain debt instruments modified to the proposed Treasury Regulations in final Treasury Regulations.replace LIBOR-based terms. We will attempt to migrate to a post-LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can give no assurances that we will succeed.
The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.
The IRS has issued Revenue Procedure 2003-65, which provides a safe harbor pursuant to which a mezzanine loan that is secured by interests in a pass-through entity will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from such loan will be treated as qualifying mortgage interest for purposes of the REIT 75% gross income test. Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. To the extent that any of our investments in loans secured by interests in pass-through entities do not satisfy all of the requirements for reliance on the safe harbor set forth in the Revenue Procedure, there can be no assurance that the IRS will not challenge the tax treatment of such loans, which could jeopardize our ability to qualify as a REIT.
If certain sale-leaseback transactions are not characterized by the IRS as “true leases,” we may be subject to adverse tax consequences.
We may purchase investments in properties and lease them back to the sellers of these properties. If the IRS does not characterize these leases as “true leases,” the rental payments would not be treated as rents from real property, which could affect our ability to satisfy the REIT gross income tests and qualify as a REIT.
If our operating partnership failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT.
If the IRS were to successfully challenge the status of our operating partnership as a partnership or disregarded entity for U.S. federal income tax purposes, it would be taxable as a corporation. In the event that this occurs, it would reduce the amount of distributions that our operating partnership could make to us. This would also result in our failing to qualify as a REIT and becoming subject to a corporate-level tax on our income, which would substantially reduce our cash available to pay distributions and the yield on your investment.
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Retirement Plan Risks
If the fiduciary of an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), fails to meet the fiduciary and other standards under ERISA, the Code or common law as a result of an investment in our stock, the fiduciary could be subject to civil (and criminal, and civilif the violation was willful) penalties.
There are special considerations that apply to investing in our shares on behalf of a trust, pension, profit sharing or 401(k) plans, health or welfare plans, trusts, individual retirement accounts, or IRAs, or Keogh plans. If you are investing the assets of any of the entities identified in the prior sentence in our common stock, you should satisfy yourself that:
•the investment is consistent with your fiduciary obligations under applicable law, including common law, ERISA and the Code;
•the investment is made in accordance with the documents and instruments governing the trust, plan or IRA, including a plan’s investment policy;
•the investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Code;
•the investment will not impair the liquidity of the trust, plan or IRA;
•the investment will not produce “unrelated business taxable income” for the plan or IRA;
•our stockholders will be able to value the assets of the plan annually in accordance with ERISA requirements and applicable provisions of the plan or IRA; and
•the investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil (and criminal, if the violation was willful) penalties, and can subject the fiduciary to equitable remedies.
In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Code, the fiduciary that authorized or directed the investment may be subject to the imposition of excise taxes with respect to the amount invested. Investors that are governmental plans or foreign plans may be subject to laws that are similar to the aforementioned provisions of ERISA and the Code or that otherwise regulate the purchase of our shares.
If we were at any time deemed to hold “plan assets” under ERISA or the Code, stockholders subject to ERISA and the related excise tax provisions of the Code may be subject to adverse financial and legal consequences.
Stockholders subject to ERISA or the Code should consult their own advisors as to the effect of an investment in the shares. As discussed under “Certain ERISA Considerations,” our assets may not be deemed to constitute “plan assets” of stockholders that are subject to the fiduciary provisions of ERISA or the prohibited transaction rules of Section 4975 of the Code (“Plans”). If we were deemed to hold “plan assets” of Plans (i) ERISA’s fiduciary standards would apply to, and might materially affect, our operations if any such Plans are subject to ERISA, and (ii) any transaction we enter into could be deemed a transaction with each Plan and transactions we might enter into in the ordinary course of business could constitute prohibited transactions under ERISA and/or Section 4975 of the Code. Holding plan assets may negatively impact our results.
General Risk Factors
The phase-out of LIBOR could affect interest rates for our Term Loans and interest rate cap and swap arrangements.
LIBOR is used as a reference rate for our Term Loans and our interest rate cap and swap arrangements. On July 27, 2017, the United Kingdom’s Financial Conduct Authority ("FCA") announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. On March 5, 2021, the ICE Benchmark Administration Limited, which is supervised by the FCA, announced that it will cease publication of the 3-month U.S. Dollar denominated LIBOR rate after June 30, 2023. There is no assurance that LIBOR will continue to be published until any particular date, and it is unclear if a new method of calculating LIBOR will be established, or if an alternative reference rate will be established. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, has formally recommended the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts.
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We are not able to predict when LIBOR will cease to be available or if SOFR, or another alternative rate reference rate, attains market traction as a LIBOR replacement. Our property level mortgage loans and interest rate swap arrangements provide that if LIBOR is no longer available, then the parties to the agreements shall enter into an amendment utilizing the prevailing market convention for determining the rate of interest for syndicated loans in the United States at the time. In such circumstances the interest rates on our Term Loans and in our interest rate cap and swap arrangements may change. The new rates may not be as favorable as those in effect prior to any LIBOR phase-out. In addition, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact our cash flow.
| Item 1B. | Unresolved Staff Comments. | ||||
Not applicable.
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| Item 2. | Properties. | ||||
DESCRIPTION OF REAL ESTATE
Our investments in real estate assets as of December 31, 20192022 consisted of interests in wholly-ownedwholly owned properties and sixseven joint ventures. The following table sets forth information with respect to our real estate assets by segment as of December 31, 2019.2022. We own a fee simple interest in all properties unless otherwise noted.
| Property Name | Location | % Owned | Year Built | Date Acquired | Net Rentable Square Feet | Percentage Leased | ||||||||||||||||||||||||||||||||
| Consolidated Properties: | ||||||||||||||||||||||||||||||||||||||
| Industrial Segment: | ||||||||||||||||||||||||||||||||||||||
| Kendall Distribution Center | Atlanta, GA | 100 | % | 2002 | June 30, 2005 | 409,000 | 100 | % | ||||||||||||||||||||||||||||||
Suwanee Distribution Center(1) | Suwanee, GA | 100 | 2013 | June 28, 2013 | 559,000 | 100 | ||||||||||||||||||||||||||||||||
| Grand Prairie Distribution Center | ||||||||||||||||||||||||||||||||||||||
| 3325 West Trinity Boulevard | Grand Prairie, TX | 100 | 2013 | January 22, 2014 | 277,000 | 100 | ||||||||||||||||||||||||||||||||
| 3324 West Trinity Boulevard | Grand Prairie, TX | 100 | 2015 | May 31, 2019 | 145,000 | 100 | ||||||||||||||||||||||||||||||||
| Charlotte Distribution Center | Charlotte, NC | 100 | 1991 | June 27, 2014 | 347,000 | 100 | ||||||||||||||||||||||||||||||||
| DFW Distribution Center | ||||||||||||||||||||||||||||||||||||||
| 4050 Corporate Drive | Grapevine, TX | 100 | 1996 | April 15, 2015 | 441,000 | 100 | ||||||||||||||||||||||||||||||||
| 4055 Corporate Drive | Grapevine, TX | 100 | 1996 | April 15, 2015 | 202,000 | 100 | ||||||||||||||||||||||||||||||||
| O'Hare Industrial Portfolio | ||||||||||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||||
| Pinole Point Distribution Center: | ||||||||||||||||||||||||||||||||||||||
| 6000 Giant Road | Richmond, CA | 100 | 2016 | September 8, 2016 | 225,000 | 100 | ||||||||||||||||||||||||||||||||
| 6015 Giant Road | Richmond, CA | 100 | 2016 | September 8, 2016 | 252,000 | 100 | ||||||||||||||||||||||||||||||||
| 6025 Giant Road | Richmond, CA | 100 | 2016 | December 29, 2016 | 41,000 | 100 | ||||||||||||||||||||||||||||||||
Mason Mill Distribution Center(1) | 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 | Taunton, MA | 100 | 2016 | August 23, 2019 | 200,000 | 100 | ||||||||||||||||||||||||||||||||
| Chandler Distribution Center | ||||||||||||||||||||||||||||||||||||||
| 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(1) | ||||||||||||||||||||||||||||||||||||||
| 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 | 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 | ||||||||||||||||||||||||||||||||
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| Property Name | Location | % Owned | Year Built | Date Acquired | Net Rentable Square Feet | Percentage Leased | |||||||||
| Consolidated Properties: | |||||||||||||||
| Apartment Segment: | |||||||||||||||
The Edge at Lafayette(1) | Lafayette, LA | 100 | % | 2007 | January 15, 2008 | 207,000 | 70 | % | |||||||
Townlake of Coppell(2) | Coppell, TX | 100 | 1986 | May 22, 2015 | 351,000 | 94 | |||||||||
| AQ Rittenhouse | Philadelphia, PA | 100 | 2015 | July 30, 2015 | 92,000 | 98 | |||||||||
| Lane Parke Apartments | Mountain Brook, AL | 100 | 2014 | May 26, 2016 | 263,000 | 91 | |||||||||
| Dylan Point Loma | San Diego, CA | 100 | 2016 | August 9, 2016 | 204,000 | 98 | |||||||||
| The Penfield | St. Paul, MN | 100 | 2013 | September 22, 2016 | 245,000 | 91 | |||||||||
| 180 North Jefferson | Chicago, IL | 100 | 2004 | December 1, 2016 | 217,000 | 94 | |||||||||
| Jory Trail at the Grove | Wilsonville, OR | 100 | 2012 | July 14, 2017 | 315,000 | 96 | |||||||||
| The Reserve at Johns Creek | Johns Creek, GA | 100 | 2007 | July 28, 2017 | 244,000 | 96 | |||||||||
| Villas at Legacy | Plano, TX | 100 | 1999 | June 6, 2018 | 340,000 | 97 | |||||||||
| Stonemeadow Farms | Bothell, WA | 100 | 1999 | May 13, 2019 | 228,000 | 95 | |||||||||
| Summit at San Marcos | Chandler, AZ | 100 | 2018 | July 31, 2019 | 257,000 | 96 | |||||||||
Presley Uptown(3) | Charlotte, NC | 98 | 2016 | September 30, 2019 | 190,000 | 92 | |||||||||
| Industrial Segment: | |||||||||||||||
| Kendall Distribution Center | Atlanta, GA | 100 | % | 2002 | June 30, 2005 | 409,000 | 100 | % | |||||||
| Norfleet Distribution Center | Kansas City, MO | 100 | 2007 | February 27, 2007 | 702,000 | 100 | |||||||||
| Suwanee Distribution Center | Suwanee, GA | 100 | 2013 | June 28, 2013 | 559,000 | 100 | |||||||||
| South Seattle Distribution Center | |||||||||||||||
| 3800 1st Avenue South | Seattle, WA | 100 | 1968 | December 18, 2013 | 162,000 | 100 | |||||||||
| 3844 1st Avenue South | Seattle, WA | 100 | 1949 | December 18, 2013 | 101,000 | 100 | |||||||||
| 3601 2nd Avenue South | Seattle, WA | 100 | 1980 | December 18, 2013 | 60,000 | 100 | |||||||||
| Grand Prairie Distribution Center | |||||||||||||||
| 3325 West Trinity Boulevard | Grand Prairie, TX | 100 | 2013 | January 22, 2014 | 277,000 | 100 | |||||||||
| 3324 West Trinity Boulevard | Grand Prairie, TX | 100 | 2015 | May 31, 2019 | 145,000 | 100 | |||||||||
| Charlotte Distribution Center | Charlotte, NC | 100 | 1991 | June 27, 2014 | 347,000 | 100 | |||||||||
| DFW Distribution Center | |||||||||||||||
| 4050 Corporate Drive | Grapevine, TX | 100 | 1996 | April 15, 2015 | 441,000 | 100 | |||||||||
| 4055 Corporate Drive | Grapevine, TX | 100 | 1996 | April 15, 2015 | 202,000 | 100 | |||||||||
| O'Hare Industrial Portfolio | |||||||||||||||
| 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 | |||||||||
| Property Name | Location | % Owned | Year Built | Date Acquired | Net Rentable Square Feet | Percentage Leased | ||||||||||||||||||||||||||||||||
Louisville Airport Distribution Center(1) | Louisville, KY | 100 | 2020 | June 24, 2021 | 284,000 | 100 | ||||||||||||||||||||||||||||||||
| 13500 Danielson Street | Poway, CA | 95 | 1997 | July 2, 2021 | 73,000 | 100 | ||||||||||||||||||||||||||||||||
| 237 Via Vera Cruz | San Marcos, CA | 95 | 1987 | July 2, 2021 | 66,000 | 100 | ||||||||||||||||||||||||||||||||
| 4211 Starboard | 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 | Durham, NC | 100 | 2020 | September 28, 2021 | 187,000 | 100 | ||||||||||||||||||||||||||||||||
Friendship Distribution Center(1) | ||||||||||||||||||||||||||||||||||||||
| 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 | 100 | ||||||||||||||||||||||||||||||||
| 2055 Sanyo Avenue | San Diego, CA | 100 | 1991 | October 28, 2021 | 209,000 | 46 | ||||||||||||||||||||||||||||||||
| 2065 Sanyo Avenue | San Diego, CA | 100 | 2020 | October 28, 2021 | 136,000 | 100 | ||||||||||||||||||||||||||||||||
| 1755 Britannia Drive | Elgin, IL | 100 | 2020 | November 16, 2021 | 80,000 | 100 | ||||||||||||||||||||||||||||||||
| 2451 Bath Road | Elgin, IL | 100 | 2020 | November 16, 2021 | 327,000 | 100 | ||||||||||||||||||||||||||||||||
| 687 Conestoga Parkway | Shepardsville, KY | 100 | 2021 | November 17, 2021 | 327,000 | 100 | ||||||||||||||||||||||||||||||||
| 2840 Loker Avenue | Carlsbad, CA | 95 | 1998 | November 30, 2021 | 104,000 | 100 | ||||||||||||||||||||||||||||||||
| 15890 Bernardo Center Drive | 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(1) | Glendale, AZ | 100 | 2022 | September 30, 2022 | 1,200,000 | 100 | ||||||||||||||||||||||||||||||||
| Puget Sound Distribution Center | Lacey, WA | 100 | 2021 | October 6, 2022 | 142,000 | 100 | ||||||||||||||||||||||||||||||||
| Office Segment: | ||||||||||||||||||||||||||||||||||||||
| Monument IV at Worldgate | Herndon, VA | 100 | % | 2001 | August 27, 2004 | 228,000 | 100 | % | ||||||||||||||||||||||||||||||
| 140 Park Avenue | Florham Park, NJ | 100 | 2015 | December 21, 2015 | 100,000 | 100 | ||||||||||||||||||||||||||||||||
San Juan Medical Center(1) | San Juan Capistrano, CA | 100 | 2015 | April 1, 2016 | 40,000 | 100 | ||||||||||||||||||||||||||||||||
| Genesee Plaza | ||||||||||||||||||||||||||||||||||||||
| 9333 Genesee Ave | San Diego, CA | 100 | 1983 | July 2, 2019 | 80,000 | 78 | ||||||||||||||||||||||||||||||||
| 9339 Genesee Ave | San Diego, CA | 100 | 1983 | July 2, 2019 | 81,000 | 91 | ||||||||||||||||||||||||||||||||
| Fountainhead Corporate Park | Tempe, AZ | 100 | 1985 | February 6, 2020 | 295,000 | 81 | ||||||||||||||||||||||||||||||||
| 170 Park Avenue | Florham Park, NJ | 100 | 1998 | February 2, 2021 | 147,000 | 100 | ||||||||||||||||||||||||||||||||
9101 Stony Point Drive(1) | Richmond, VA | 100 | 2018 | September 15, 2021 | 87,000 | 100 | ||||||||||||||||||||||||||||||||
| North Tampa Surgery Center | Odessa, FL | 100 | 2021 | October 8, 2021 | 13,000 | 100 | ||||||||||||||||||||||||||||||||
Duke Medical Center(1) | Durham, NC | 100 | 2010 | December 23, 2021 | 60,000 | 96 | ||||||||||||||||||||||||||||||||
| KC Medical Office Portfolio | ||||||||||||||||||||||||||||||||||||||
| 8600 NE 82nd Street | Kansas City, MO | 100 | 2021 | December 23, 2021 | 11,000 | 100 | ||||||||||||||||||||||||||||||||
| 1203 SW 7 Highway | Blue Springs, MO | 100 | 2000 | December 23, 2021 | 10,000 | 100 | ||||||||||||||||||||||||||||||||
| Roeland Park Medical Office | Roeland Park, KS | 100 | 2021 | December 28, 2021 | 30,000 | 100 | ||||||||||||||||||||||||||||||||
South Reno Medical Center(1) | Reno, NV | 100 | 2004 | December 28, 2021 | 32,000 | 100 | ||||||||||||||||||||||||||||||||
Sugar Land Medical Office(1) | Sugar Land, TX | 100 | 2020 | December 30, 2021 | 37,000 | 100 | ||||||||||||||||||||||||||||||||
| Cedar Medical Center | Flagstaff, AZ | 100 | 2022 | April 29, 2022 | 26,000 | 100 | ||||||||||||||||||||||||||||||||
| North Boston Medical Center | Haverhill, MA | 100 | 2017 | June 28, 2022 | 30,000 | 100 | ||||||||||||||||||||||||||||||||
| North Charlotte Medical Center | Stanley, NC | 100 | 2017 | June 28, 2022 | 25,000 | 100 | ||||||||||||||||||||||||||||||||
| Grand Rapids Medical Center | Wyoming, MI | 100 | 2018 | July 21, 2022 | 25,000 | 100 | ||||||||||||||||||||||||||||||||
| Glendale Medical Center | Los Angeles, CA | 100 | 2018 | July 29, 2022 | 20,000 | 100 | ||||||||||||||||||||||||||||||||
6300 Dumbarton Circle(1) | Fremont, CA | 100 | 1990 | September 15, 2022 | 44,000 | 100 | ||||||||||||||||||||||||||||||||
6500 Kaiser Drive(1) | Fremont, CA | 100 | 1990 | September 15, 2022 | 88,000 | 100 | ||||||||||||||||||||||||||||||||
| Greater Sacramento Medical Center | Rancho Cordova, CA | 100 | 2012 | September 16, 2022 | 18,000 | 100 | ||||||||||||||||||||||||||||||||
| Residential Segment: | ||||||||||||||||||||||||||||||||||||||
| Townlake of Coppell | Coppell, TX | 100 | % | 1986 | May 22, 2015 | 351,000 | 93 | % | ||||||||||||||||||||||||||||||
| AQ Rittenhouse | Philadelphia, PA | 100 | 2015 | July 30, 2015 | 92,000 | 93 | ||||||||||||||||||||||||||||||||
| Lane Parke Apartments | Mountain Brook, AL | 100 | 2014 | May 26, 2016 | 263,000 | 91 | ||||||||||||||||||||||||||||||||
| Dylan Point Loma | San Diego, CA | 100 | 2016 | August 9, 2016 | 204,000 | 94 | ||||||||||||||||||||||||||||||||
The Penfield(1) | St. Paul, MN | 100 | 2013 | September 22, 2016 | 245,000 | 94 | ||||||||||||||||||||||||||||||||
47
| Property Name | Location | % Owned | Year Built | Date Acquired | Net Rentable Square Feet | Percentage Leased | |||||||||
| 24823 Anza Drive | Santa Clarita, CA | 100 | 1988 | June 29, 2016 | 31,000 | 100 | |||||||||
| 25045 Tibbitts Avenue | Santa Clarita, CA | 100 | 1988 | June 29, 2016 | 142,000 | 100 | |||||||||
| Pinole Point Distribution Center: | |||||||||||||||
| 6000 Giant Road | Richmond, CA | 100 | 2016 | September 8, 2016 | 225,000 | 100 | |||||||||
| 6015 Giant Road | Richmond, CA | 100 | 2016 | September 8, 2016 | 252,000 | 100 | |||||||||
| 6025 Giant Road | Richmond, CA | 100 | 2016 | December 29, 2016 | 41,000 | 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 | Taunton, MA | 100 | 2016 | August 23, 2019 | 200,000 | 70 | |||||||||
| Chandler Distribution Center | |||||||||||||||
| 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 | 92 | |||||||||
| Office Segment: | |||||||||||||||
| Monument IV at Worldgate | Herndon, VA | 100 | % | 2001 | August 27, 2004 | 228,000 | 100 | % | |||||||
| 140 Park Avenue | Florham Park, NJ | 100 | 2015 | December 21, 2015 | 100,000 | 100 | |||||||||
| San Juan Medical Center | San Juan Capistrano, CA | 100 | 2015 | April 1, 2016 | 40,000 | 91 | |||||||||
| Genesee Plaza | |||||||||||||||
| 9333 Genesee Ave | San Diego, CA | 100 | 1983 | July 2, 2019 | 80,000 | 89 | |||||||||
| 9339 Genesee Ave | San Diego, CA | 100 | 1983 | July 2, 2019 | 81,000 | 86 | |||||||||
| Retail Segment: | |||||||||||||||
The District at Howell Mill(3) | Atlanta, GA | 88 | % | 2006 | June 15, 2007 | 306,000 | 99 | % | |||||||
Grand Lakes Marketplace(3) | Katy, TX | 90 | 2012 | September 17, 2013 | 131,000 | 98 | |||||||||
| Oak Grove Plaza | Sachse, TX | 100 | 2003 | January 17, 2014 | 120,000 | 95 | |||||||||
| Rancho Temecula Town Center | Temecula, CA | 100 | 2007 | June 16, 2014 | 165,000 | 99 | |||||||||
| Skokie Commons | Skokie, IL | 100 | 2015 | May 15, 2015 | 97,000 | 98 | |||||||||
| Whitestone Market | Austin, TX | 100 | 2003 | September 30, 2015 | 145,000 | 99 | |||||||||
| Maui Mall | Kahului, HI | 100 | 1971 | December 22, 2015 | 235,000 | 88 | |||||||||
| Silverstone Marketplace | Scottsdale, AZ | 100 | 2015 | July 27, 2016 | 78,000 | 88 | |||||||||
| Kierland Village Center | Scottsdale, AZ | 100 | 2001 | September 30, 2016 | 118,000 | 94 | |||||||||
| Timberland Town Center | Beaverton, OR | 100 | 2015 | September 30, 2016 | 92,000 | 96 | |||||||||
| Montecito Marketplace | Las Vegas, NV | 100 | 2007 | August 8, 2017 | 190,000 | 99 | |||||||||
| Other Segment: | |||||||||||||||
South Beach Parking Garage(4) | Miami Beach, FL | 100 | % | 2001 | January 28, 2014 | 130,000 | N/A | ||||||||
| Unconsolidated Properties: | |||||||||||||||
Chicago Parking Garage(5) | Chicago, IL | 100 | % | 2003 | December 23, 2014 | 167,000 | N/A | ||||||||
NYC Retail Portfolio(6) | NY/NJ | 14 | 1996 - 2004 | December 8, 2015 | 2,014,000 | 91 | % | ||||||||
Pioneer Tower(7) | Portland, OR | 100 | 1990 | June 28, 2016 | 308,000 | 82 | |||||||||
The Tremont(3) | Burlington, MA | 75 | 2016 | July 19, 2018 | 175,000 | 95 | |||||||||
The Huntington(3) | Burlington, MA | 75 | 2018 | July 19, 2018 | 115,000 | 93 | |||||||||
| Property Name | Location | % Owned | Year Built | Date Acquired | Net Rentable Square Feet | Percentage Leased | ||||||||||||||||||||||||||||||||
| 180 North Jefferson | Chicago, IL | 100 | 2004 | December 1, 2016 | 217,000 | 92 | ||||||||||||||||||||||||||||||||
| Jory Trail at the Grove | Wilsonville, OR | 100 | 2012 | July 14, 2017 | 315,000 | 94 | ||||||||||||||||||||||||||||||||
The Reserve at Johns Creek(2) | Johns Creek, GA | 100 | 2007 | July 28, 2017 | 244,000 | 92 | ||||||||||||||||||||||||||||||||
Villas at Legacy(1) | Plano, TX | 100 | 1999 | June 6, 2018 | 340,000 | 90 | ||||||||||||||||||||||||||||||||
| Stonemeadow Farms | Bothell, WA | 100 | 1999 | May 13, 2019 | 228,000 | 90 | ||||||||||||||||||||||||||||||||
Summit at San Marcos(1) | Chandler, AZ | 100 | 2018 | July 31, 2019 | 257,000 | 92 | ||||||||||||||||||||||||||||||||
| Presley Uptown | Charlotte, NC | 100 | 2016 | September 30, 2019 | 190,000 | 94 | ||||||||||||||||||||||||||||||||
| Princeton North Andover | North Andover, MA | 100 | 2019 | May 3, 2021 | 204,000 | 91 | ||||||||||||||||||||||||||||||||
The Preserve at the Meadows(1) | Fort Collins, CO | 100 | 2001 | August 23, 2021 | 208,000 | 94 | ||||||||||||||||||||||||||||||||
The Rockwell(1) | Berlin, MA | 100 | 2020 | August 31, 2021 | 233,000 | 95 | ||||||||||||||||||||||||||||||||
| Miramont | Fort Collins, CO | 100 | 1995 | September 29, 2021 | 212,000 | 97 | ||||||||||||||||||||||||||||||||
| Pinecone | Fort Collins, CO | 100 | 1993 | September 29, 2021 | 176,000 | 95 | ||||||||||||||||||||||||||||||||
Reserve at Venice(1) | North Venice, FL | 100 | 2021 | December 17, 2021 | 268,000 | 92 | ||||||||||||||||||||||||||||||||
| Woodside Trumbull | Trumbull, CT | 100 | 2021 | December 21, 2021 | 207,000 | 92 | ||||||||||||||||||||||||||||||||
| Jefferson Lake Howell | Casselberry, FL | 100 | 2021 | March 30, 2022 | 374,000 | 89 | ||||||||||||||||||||||||||||||||
| Oak Street Lofts | Tigard, OR | 100 | 2021 | July 15, 2022 | 162,000 | 92 | ||||||||||||||||||||||||||||||||
| Molly Brook on Belmont | North Haledon, NJ | 100 | 2019 | September 27, 2022 | 177,000 | 92 | ||||||||||||||||||||||||||||||||
| Single-Family Rental Portfolio II | Various | 95 | Various | Various | 509,000 | 95 | ||||||||||||||||||||||||||||||||
| Retail Segment: | ||||||||||||||||||||||||||||||||||||||
The District at Howell Mill(3) | Atlanta, GA | 88 | % | 2006 | June 15, 2007 | 306,000 | 96 | % | ||||||||||||||||||||||||||||||
Grand Lakes Marketplace(3) | Katy, TX | 90 | 2012 | September 17, 2013 | 131,000 | 75 | ||||||||||||||||||||||||||||||||
| Rancho Temecula Town Center | Temecula, CA | 100 | 2007 | June 16, 2014 | 165,000 | 99 | ||||||||||||||||||||||||||||||||
| Skokie Commons | Skokie, IL | 100 | 2015 | May 15, 2015 | 97,000 | 98 | ||||||||||||||||||||||||||||||||
| Whitestone Market | Austin, TX | 100 | 2003 | September 30, 2015 | 145,000 | 100 | ||||||||||||||||||||||||||||||||
| Maui Mall | Kahului, HI | 100 | 1971 | December 22, 2015 | 235,000 | 84 | ||||||||||||||||||||||||||||||||
Silverstone Marketplace(1) | Scottsdale, AZ | 100 | 2015 | July 27, 2016 | 78,000 | 92 | ||||||||||||||||||||||||||||||||
| Kierland Village Center | Scottsdale, AZ | 100 | 2001 | September 30, 2016 | 118,000 | 96 | ||||||||||||||||||||||||||||||||
| Timberland Town Center | Beaverton, OR | 100 | 2015 | September 30, 2016 | 92,000 | 99 | ||||||||||||||||||||||||||||||||
Montecito Marketplace(1) | Las Vegas, NV | 100 | 2007 | August 8, 2017 | 190,000 | 89 | ||||||||||||||||||||||||||||||||
Milford Crossing(1) | Milford, MA | 100 | 2018 | January 29, 2020 | 159,000 | 100 | ||||||||||||||||||||||||||||||||
| Patterson Place | Durham, NC | 100 | 2010 | May 31, 2022 | 25,000 | 82 | ||||||||||||||||||||||||||||||||
| Silverado Square | Las Vegas, NV | 100 | 2018 | June 1, 2022 | 48,000 | 98 | ||||||||||||||||||||||||||||||||
| Woodlawn Point | Marietta, GA | 100 | 1993 | June 30, 2022 | 98,000 | 92 | ||||||||||||||||||||||||||||||||
| Other Segment: | ||||||||||||||||||||||||||||||||||||||
South Beach Parking Garage(4) | Miami Beach, FL | 100 | % | 2001 | January 28, 2014 | 130,000 | N/A | |||||||||||||||||||||||||||||||
| Unconsolidated Properties: | ||||||||||||||||||||||||||||||||||||||
Chicago Parking Garage(5) | Chicago, IL | 100 | % | 2003 | December 23, 2014 | 167,000 | N/A | |||||||||||||||||||||||||||||||
NYC Retail Portfolio(6) | NY/NJ | 14 | 1996 - 2004 | December 8, 2015 | 1,940,000 | 93 | % | |||||||||||||||||||||||||||||||
Pioneer Tower(7) | Portland, OR | 100 | 1990 | June 28, 2016 | 308,000 | 68 | ||||||||||||||||||||||||||||||||
The Tremont(3) | Burlington, MA | 75 | 2016 | July 19, 2018 | 175,000 | 89 | ||||||||||||||||||||||||||||||||
The Huntington(3) | Burlington, MA | 75 | 2018 | July 19, 2018 | 115,000 | 94 | ||||||||||||||||||||||||||||||||
Siena Suwanee Town Center(8) | Suwanee, GA | 100 | 2018 | December 15, 2020 | 226,000 | 93 | ||||||||||||||||||||||||||||||||
Single-Family Rental Portfolio I(9) | Various | 47 | Various | August 5, 2021 | 7,207,000 | 95 | ||||||||||||||||||||||||||||||||
Kingston at McLean Crossing(3) | McLean, VA | 80 | 2018 | December 3, 2021 | 279,000 | 91 | ||||||||||||||||||||||||||||||||
___________
1.This property is included in our DST Program.
2.On July 8, 2022, we repurchased this property from our DST Program. 3.We own a majority |
4.The parking garage contains 343 stalls. This property is owned leasehold.
5.We own a condominium interest in the building that contains a 366 stall parking garage.
6.We own an investment fund advised by LaSalle andapproximate 14% interest in which JLL owned a minority interest.portfolio of 8 urban infill retail properties located in the greater New York City area.
7.We own a condominium interest in the building that contains a 17 story multi-tenant office property.
9.We own an approximate 47% interest in a portfolio of over 4,000 single-family rental homes located in various markets across the United States.
48
ACQUISITIONS
2022 Acquisitions
•five industrial properties totaling 2,046,000 square feet for approximately $74,750. The acquisition was funded by$275,000;
•eight office properties all focused in the healthcare industry totaling 276,000 square feet for approximately $171,000;
•three multi-family residential properties totaling 751 units, entered into a joint venture that purchased 320 single-family rental houses and acquired the remaining 2.5% of Presley Uptown for approximately $428,000; and
•three retail properties totaling 171,000 square feet for approximately $74,000.
2021 Acquisitions
During the year ended December 31, 2021, we acquired 40 properties and over 4,000 single-family rental houses consisting of:
•23 industrial properties totaling 4,642,000 square feet for approximately $649,000;
•nine office properties all focused in the healthcare industry totaling 427,000 square feet for approximately $199,000; and
•eight multi-family residential properties totaling 1,815 units and entered into a joint venture that purchased over 4,000 single-family rental houses for a total of approximately $1,173,000, including assumption of an eight-year mortgage loan that bears interest at a fixed-rate of 3.81% indebt.
2020 Acquisitions
During the amount of $44,250, a draw on our credit facility and cash on hand.
•three industrial properties totaling 1,071,000 square feet for approximately $47,300. The acquisition was funded by the assumption of a three-year mortgage loan that bears interest at a fixed rate of 3.30% in the amount of $23,620, a draw on our credit facility and cash on hand.$86,000;
•one multifamily residential property totaling 240 units and for a draw on our credit facilitytotal of approximately $70,000; and cash on hand.
DISPOSITIONS
On January 7, 2019, two retail properties in the NYC Retail Portfolio with a combined 148,000 square feet were sold and the mortgage loans were extinguished.
On January 24, 2022, we sold The Edge at Lafayette, a 207,000 square foot student housing apartment property located in Lafayette, Louisiana for approximately $16,500 less closing costs. We recorded a gain on the sale of the property in the amount of approximately $13.
On December 28, 2018,1, 2022 we sold Oak Grove Plaza, a 73,000120,000 square foot retail property located in Sache, Texas for approximately $24,400 less closing costs. We recorded a gain on the sale of the property in the amount of approximately $3,492.
2021 Dispositions
On January 8, 2021, we sold South Seattle Distribution Center, a 323,000 square foot industrial property located in Seattle, Washington for approximately $72,600 less closing costs and the loan of $17,841 was retired. We recorded a gain on the sale of the property in the amount of $33,580.
2020 Dispositions
On March 4, 2020, a 74,000 square foot retail property in the NYC Retail Portfolio (as defined below) was sold and its mortgage loan extinguished. Sale proceeds were maintained at the venture for operating needs.
49
On January 17, 2017,March 27, 2020, we sold 24823 Anza Drive, a 116,00031,000 square foot retailindustrial property in the NYC Retail Portfolio was sold and its mortgage loan extinguished. Sale proceeds were maintained at the venture for operating needs.
FINANCING
The following is a summary of the mortgage notes for our consolidated properties as of December 31, 2019:2022:
| Property | Interest Rate | Maturity Date | Principal Balance | |||||||||||||||||
| Aurora Distribution Center | 3.39 | % | June 1, 2023 | $ | 13,156 | |||||||||||||||
| 180 N Jefferson | 3.89 | July 1, 2023 | 45,000 | |||||||||||||||||
| Grand Lakes Marketplace | 4.20 | October 1, 2023 | 23,900 | |||||||||||||||||
| Charlotte Distribution Center | 3.66 | September 1, 2024 | 9,117 | |||||||||||||||||
| Genesee Plaza | 4.30 | January 1, 2025 | 38,306 | |||||||||||||||||
| Jory Trail at the Grove | 3.81 | February 1, 2025 | 41,954 | |||||||||||||||||
| Skokie Commons | 3.31 | June 1, 2025 | 23,118 | |||||||||||||||||
| DFW Distribution Center | 3.23 | June 1, 2025 | 17,720 | |||||||||||||||||
| AQ Rittenhouse | 3.65 | September 1, 2025 | 26,370 | |||||||||||||||||
| Timberland Town Center | 4.07 | October 1, 2025 | 19,739 | |||||||||||||||||
| Whitestone Market | 3.58 | December 1, 2025 | 25,750 | |||||||||||||||||
| Miramont Apartments | 3.87 | March 1, 2026 | 27,128 | |||||||||||||||||
| Pinecone Apartments | 3.87 | March 1, 2026 | 24,895 | |||||||||||||||||
| Louisville Distribution Center | 1.76 | May 1, 2026 | 52,250 | |||||||||||||||||
| Maui Mall | 3.64 | June 1, 2026 | 35,492 | |||||||||||||||||
| Rancho Temecula Town Center | 4.02 | July 1, 2026 | 28,000 | |||||||||||||||||
| Dylan Point Loma | 3.83 | September 1, 2026 | 39,598 | |||||||||||||||||
| 237 Via Vera Cruz | 5.79 | September 1, 2026 | 11,880 | |||||||||||||||||
| 4211 Starboard Drive | 5.79 | September 1, 2026 | 20,612 | |||||||||||||||||
| 13500 Danielson Street | 5.79 | September 1, 2026 | 10,990 | |||||||||||||||||
| 2840 Loker Ave | 5.79 | September 1, 2026 | 14,316 | |||||||||||||||||
| 15890 Bernardo Center Drive | 5.79 | September 1, 2026 | 8,702 | |||||||||||||||||
| Lane Parke Apartments | 3.18 | November 1, 2026 | 37,000 | |||||||||||||||||
| The District at Howell Mill | 5.30 | March 1, 2027 | 28,036 | |||||||||||||||||
| 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 10, 2028 | 36,030 | |||||||||||||||||
| Southeast Phoenix Distribution Center | 2.70 | June 1, 2028 | 49,000 | |||||||||||||||||
| Princeton North Andover | 5.94 | June 1, 2028 | 39,900 | |||||||||||||||||
| Friendship Distribution Center | 6.05 | March 1, 2029 | 40,000 | |||||||||||||||||
| Stonemeadow Farms | 3.62 | August 1, 2029 | 43,865 | |||||||||||||||||
| Presley Uptown | 3.25 | November 1, 2029 | 30,000 | |||||||||||||||||
| Reserve at Johns Creek | 3.58 | December 1, 2029 | 26,000 | |||||||||||||||||
| Summit at San Marcos | 3.28 | May 1, 2030 | 35,900 | |||||||||||||||||
| Mason Mill Distribution Center | 3.25 | October 1, 2030 | 17,500 | |||||||||||||||||
| The Penfield | 2.50 | October 1, 2030 | 35,500 | |||||||||||||||||
| South San Diego Distribution Center | 3.18 | January 1, 2031 | 72,500 | |||||||||||||||||
| Villas at Legacy | 2.53 | January 1, 2031 | 29,500 | |||||||||||||||||
| 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 | |||||||||||||||||
| Molly Brook on Belmont | 3.31 | August 1, 2042 | 54,650 | |||||||||||||||||
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| Property | Interest Rate | Maturity Date | Principal Balance | ||||||
| Townlake of Coppell | 3.25 | % | June 1, 2020 | $ | 28,514 | ||||
| Suwanee Distribution Center | 3.66 | October 1, 2020 | 19,100 | ||||||
| 140 Park Avenue | 3.00 | March 1, 2021 | 22,800 | ||||||
| Monument IV at Worldgate | 3.13 | February 1, 2023 | 40,000 | ||||||
| Aurora Distribution Center | 3.39 | June 1, 2023 | 13,850 | ||||||
| 180 N Jefferson | 3.89 | July 1, 2023 | 45,000 | ||||||
| Grand Lakes Marketplace | 4.20 | October 1, 2023 | 23,900 | ||||||
| Oak Grove Plaza | 4.17 | February 1, 2024 | 9,384 | ||||||
| South Seattle Distribution Center | 4.38 | March 1, 2024 | 18,250 | ||||||
| Charlotte Distribution Center | 3.66 | September 1, 2024 | 9,764 | ||||||
| Jory Trail at the Grove | 3.81 | February 1, 2025 | 44,250 | ||||||
| Skokie Commons | 3.31 | June 1, 2025 | 24,400 | ||||||
| DFW Distribution Center | 3.23 | June 1, 2025 | 17,720 | ||||||
| AQ Rittenhouse | 3.65 | September 1, 2025 | 26,370 | ||||||
| Timberland Town Center | 4.07 | October 1, 2025 | 21,220 | ||||||
| Whitestone Market | 3.58 | December 1, 2025 | 25,750 | ||||||
| Maui Mall | 3.64 | June 1, 2026 | 37,894 | ||||||
| Rancho Temecula Town Center | 4.02 | July 1, 2026 | 28,000 | ||||||
| Dylan Point Loma | 3.83 | September 1, 2026 | 40,500 | ||||||
| Lane Parke Apartments | 3.18 | November 1, 2026 | 37,000 | ||||||
| The District at Howell Mill | 5.30 | March 1, 2027 | 30,378 | ||||||
| The Penfield | 3.57 | March 1, 2054 | 36,977 | ||||||
| Genesee Plaza | 4.30 | January 1, 2025 | 41,114 | ||||||
| Stonemeadow Farms | 3.62 | August 1, 2029 | 45,000 | ||||||
| The Reserve at Johns Creek | 3.58 | December 1, 2029 | 26,000 | ||||||
| Presley Uptown | 3.25 | November 1, 2029 | 30,000 | ||||||
On May 26, 2017,April 28, 2022, we entered into a credit agreement providing for a $250,000$1,000,000 revolving line of credit and unsecured term loan (collectively, the "Credit Facility") with a syndicate of sixeight lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Capital Markets LLC, Wells Fargo Securities, LLC and PNC Bank,Capital One, National Association. The $250,000 credit facility (the "Credit Facility")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 $200,000$600,000 revolving line of credit (the “Revolving Line of Credit”Credit Facility”) and a $50,000$400,000 term loan (the “ First Term“Term Loan”). On August 4, 2017, we expanded ourThe Revolving Credit Facility to $300,000. The additional $50,000 borrowing was in the formcontains a sublimit of a five-year term loan maturing on May 26, 2022 (the “Second Term Loan”). We collectively refer to the First Term Loan and the Second Term Loan as the “Term Loans.” On December 12, 2018, we expanded and extended our Credit Facility to provide$25,000 for a borrowing capacityletters of $400,000, by increasing our Revolving Line of Credit to $300,000 with a new maturity date of May 25, 2021. We also extended our Term Loans by one year with new maturity dates of May 25, 2023.credit. The primary interest rate for the Revolving Credit Facility is based on LIBOR,one-month term secured overnight financing rate ("SOFR") plus 0.10% (“Adjusted Term SOFR”), plus a margin ranging from 1.3% 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 2.00%1.95%, depending on our total leverage ratio. The maturity date of the Revolving Credit Facility is April 28, 2025 and the Term Loan is April 28, 2027. The Credit Facility contains two, twelve-month extension options 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 0.5%, (b) the prime rate announced by JPMorgan Chase Bank, N.A., and (c) LIBORAdjusted Term SOFR plus 1.0%, plus (ii) a margin ranging from 0.25%0.30% to 1.00% for base rate loans. The maturity date of the Revolving Line of Credit is May 25, 2021 and contains two 12-month extension options that we may exercise upon (i) payment of an extension fee equal to 0.15% of the gross capacityloans under the Revolving Line of Credit atFacility or a margin ranging from 0.25% to 0.95% for base rate loans under the timeTerm Loan. If the “base rate” is less than 1.0%, it will be deemed to be 1.0% for purposes of the extension, and (ii) compliance with the other conditions set forth in the credit agreement.Credit Facility. We intend to use the Revolving Line of 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, 2019,2022, we believe no material adverse effects had occurred.
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, 2019,2022, we had nothing$225,000 outstanding under the Revolving Line of Credit Facility at Adjusted Term SOFR plus 1.35% and $100,000$400,000 outstanding under the Term LoansLoan at LIBOR + 1.30%Adjusted Term SOFR plus 1.40%. We swapped $190,000 of the LIBOR portion of our $100,000 in Term LoansRevolving Credit Facility to a blended fixed rate of 1.80%2.40% (all in rate of 3.10%3.80% at December 31, 2019)2022). AtThe interest swap agreements have maturity dates ranging from February 17, 2023 through April 28, 2027.
On December 31, 2018,10, 2021, we had $90,000 outstandingentered into an additional $100,000 short-term bridge loan (the "Bridge Loan") with JPMorgan Chase Bank, N.A. under the Revolving Linesame terms as our Credit Facility. The Bridge Loan bore interest at the SOFR plus 1.45% to 2.15% depending on our total leverage ratio. The maturity date of the Bridge Loan was December 1, 2022 and had two, three month extension options. The Bridge Loan was extinguished on April 28, 2022 upon execution of the Credit and $100,000 outstanding under the Term Loans.Facility.
At December 31, 2019,2022, we were in compliance with all debt covenants.
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 predict at this time if we will be able to obtain adequate coverage at a reasonable cost in the future.
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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, 2019:2022:
Number of Properties/ Portfolios (1) | Total Area (Sq Ft) | % of Total Area | Stabilized Occupancy % | Estimated Percent of Fair Value | Average Minimum Base Rent per Occupied Sq Ft(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Total Area (Sq Ft) | % of Total Area | Occupancy % | Estimated Percent of Fair Value | Average Minimum Base Rent per Occupied Sq Ft (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Apartment | 13 | 3,154,000 | 26 | % | 93 | % | 34 | % | $ | 21.85 | |||||||||||||||||||||||||||||||||||||||||||||||
| Industrial | 34 | 6,736,000 | 55 | 99 | 26 | 5.71 | Industrial | 60 | 13,438,000 | 59 | % | 99 | % | 39 | % | $ | 6.44 | ||||||||||||||||||||||||||||||||||||||||
| Office | 5 | 534,000 | 4 | 95 | 13 | 36.92 | Office | 24 | 1,527,000 | 7 | 95 | 13 | 32.32 | ||||||||||||||||||||||||||||||||||||||||||||
| Residential | Residential | 23 | 5,676,000 | 25 | 93 | 36 | 24.09 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail | 11 | 1,675,000 | 14 | 96 | 26 | 21.36 | Retail | 14 | 1,887,000 | 8 | 93 | 12 | 24.31 | ||||||||||||||||||||||||||||||||||||||||||||
| Other | 1 | 130,000 | 1 | N/A | 1 | N/A | Other | 1 | 130,000 | 1 | N/A | — | N/A | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 64 | 12,229,000 | 100 | % | 97 | % | 100 | % | $ | 13.26 | Total | 122 | 22,658,000 | 100 | % | 97 | % | 100 | % | $ | 14.00 | ||||||||||||||||||||||||||||||||||||
________
(1)Residential includes over 300 single-family rental homes in the Single-Family Rental Portfolio II.
(2)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2022 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, 2019:2022:
Number of Properties/ Portfolios (1) | Total Area (Sq Ft) | % of Total Area | Stabilized Occupancy % | Estimated Percent of Fair Value | Average Minimum Base Rent per Occupied Sq Ft(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of Properties | Total Area (Sq Ft) | % of Total Area | Occupancy % | Estimated Percent of Fair Value | Average Minimum Base Rent per Occupied Sq Ft (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Apartment | 2 | 290,000 | 10 | % | 98 | % | 26 | % | $ | 34.61 | |||||||||||||||||||||||||||||||||||||||||||||||
| Office | 1 | 308,000 | 12 | 82 | 31 | 31.10 | Office | 1 | 308,000 | 3 | % | 68 | % | 8 | % | $ | 32.30 | ||||||||||||||||||||||||||||||||||||||||
| Residential | Residential | 5 | 8,002,000 | 77 | 94 | 81 | 13.75 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Retail | 9 | 2,014,000 | 72 | 92 | 38 | 33.43 | Retail | 8 | 1,940,000 | 18 | 93 | 10 | 34.81 | ||||||||||||||||||||||||||||||||||||||||||||
| Other | 1 | 167,000 | 6 | N/A | 5 | N/A | Other | 1 | 167,000 | 2 | N/A | 1 | N/A | ||||||||||||||||||||||||||||||||||||||||||||
| Total | 13 | 2,779,000 | 100 | % | 91 | % | 100 | % | $ | 33.33 | Total | 15 | 10,417,000 | 100 | % | 93 | % | 100 | % | $ | 18.29 | ||||||||||||||||||||||||||||||||||||
________
(1)Residential includes over 4,000 single-family rental homes in the Single-Family Rental Portfolio I.
(2)Amount calculated as in-place minimum base rent for all occupied space at December 31, 2022 and excludes any straight line rents, tenant recoveries and percentage rent revenues.
As of December 31, 2019,2022, our average effective annual rent per square foot, calculated as average minimum base rent per occupied square foot less tenant concessions and allowances, was $12.50$13.30 for our consolidated properties. As of December 31, 2019,2022, 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 | |||||||||
2020 (2) | 45 | $ | 6,805 | 597,000 | 7 | % | |||||||
| 2021 | 38 | 5,038 | 395,000 | 5 | |||||||||
| 2022 | 50 | 7,824 | 718,000 | 9 | |||||||||
| 2023 | 55 | 11,845 | 1,520,000 | 13 | |||||||||
| 2024 | 44 | 9,018 | 968,000 | 10 | |||||||||
| 2025 and thereafter | 131 | 51,157 | 4,678,000 | 56 | |||||||||
| Total | 363 | $ | 91,687 | 8,876,000 | |||||||||
| Year | Number of Leases Expiring | Annualized Minimum Base Rent (1) | Square Footage | Percentage of Annualized Minimum Base Rent | ||||||||||||||||||||||
2023 (2) | 42 | $ | 6,754 | 487,000 | 4 | % | ||||||||||||||||||||
| 2024 | 63 | 16,930 | 1,425,000 | 10 | ||||||||||||||||||||||
| 2025 | 69 | 17,869 | 1,401,000 | 10 | ||||||||||||||||||||||
| 2026 | 67 | 18,714 | 2,582,000 | 11 | ||||||||||||||||||||||
| 2027 | 73 | 29,102 | 2,097,000 | 16 | ||||||||||||||||||||||
| 2028 and thereafter | 171 | 87,651 | 9,054,000 | 49 | ||||||||||||||||||||||
| Total | 485 | $ | 177,020 | 17,046,000 | ||||||||||||||||||||||
________
(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, 2022 presented in the year of lease expiration.
(2)Does not include 5,415 leases totaling approximately 5,264,000 square feet and approximately $126,798 in annualized minimum base rent associated with the residential properties and single-family rental houses we owned as of December 31, 2022.
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As of December 31, 2019,2022, 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 | |||||||||
2020 (2) | 22 | $ | 9,759 | 251,000 | 15 | % | |||||||
| 2021 | 21 | 16,176 | 378,000 | 24 | |||||||||
| 2022 | 22 | 12,502 | 419,000 | 19 | |||||||||
| 2023 | 10 | 2,792 | 63,000 | 4 | |||||||||
| 2024 | 16 | 10,859 | 328,000 | 16 | |||||||||
| 2025 and thereafter | 32 | 14,830 | 605,000 | 22 | |||||||||
| Total | 123 | $ | 66,918 | 2,044,000 | |||||||||
| Year | Number of Leases Expiring | Annualized Minimum Base Rent (1) | Square Footage | Percentage of Annualized Minimum Base Rent | ||||||||||||||||||||||
2023 (2) | 14 | $ | 8,191 | 208,000 | 12 | % | ||||||||||||||||||||
| 2024 | 15 | 11,448 | 362,000 | 16 | ||||||||||||||||||||||
| 2025 | 15 | 11,763 | 251,000 | 17 | ||||||||||||||||||||||
| 2026 | 12 | 11,910 | 293,000 | 17 | ||||||||||||||||||||||
| 2027 | 11 | 6,024 | 222,000 | 9 | ||||||||||||||||||||||
| 2028 and thereafter | 32 | 20,074 | 563,000 | 29 | ||||||||||||||||||||||
| Total | 99 | $ | 69,410 | 1,899,000 | ||||||||||||||||||||||
________
(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, 2022 presented in the year of lease expiration.
(2)Does not include 4,629 leases totaling approximately 7,546,314 square feet and approximately $103,781 in annualized minimum base rent associated with the unconsolidated residential investments and single-family rental houses.
The following table shows the aggregate stabilized portfolio occupancy rates for our consolidated and unconsolidated properties as of December 31, 20192022 and each of the previous five years:
| As of December 31, 2022 | Stabilized Occupancy Rate for Consolidated Properties(1) | Stabilized Occupancy Rate for Unconsolidated Properties(1) | ||||||||||||
| 2022 | 97 | % | 93 | % | ||||||||||
| 2021 | 98 | 94 | ||||||||||||
| 2020 | 96 | 87 | ||||||||||||
| 2019 | 97 | 91 | ||||||||||||
| 2018 | 94 | 93 | ||||||||||||
| 2017 | 94 | 95 | ||||||||||||
________
(1)We calculate stabilized portfolio occupancy as the occupancy of all the properties we own, excluding newly constructed properties that have not yet leased up to 90% since our acquisition of the property.
53
| As of December 31, | Occupancy Rate for Consolidated Properties | Occupancy Rate for Unconsolidated Properties | ||||
| 2019 | 97 | % | 91 | % | ||
| 2018 | 94 | 93 | ||||
| 2017 | 94 | 95 | ||||
| 2016 | 95 | 97 | ||||
| 2015 | 97 | 98 | ||||
| 2014 | 97 | — | ||||
The following tables show the stabilized 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, 20192022 and 2018:2021:
Stabilized Occupancy Rate (1) | |||||||||||||||||
| December 31, 2022 | December 31, 2021 | Change | |||||||||||||||
| Industrial | 99 | % | 100 | % | (1) | % | |||||||||||
| Office | 95 | 98 | (3) | ||||||||||||||
| Residential | 93 | 95 | (2) | ||||||||||||||
| Retail | 93 | 93 | — | ||||||||||||||
| Total | 97 | % | 98 | % | (1) | % | |||||||||||
Occupancy Rate at December 31, 2019 | Occupancy Rate at December 31, 2018 | Change | ||||||
| Apartments | 93 | % | 94 | % | (1 | )% | ||
| Industrial | 99 | 93 | 6 | |||||
| Office | 95 | 92 | 3 | |||||
| Retail | 96 | 97 | (1 | ) | ||||
| Total | 97 | % | 94 | % | 3 | % | ||
(1)We calculate stabilized portfolio occupancy as the occupancy of all the properties we own, excluding newly constructed properties that have not yet leased up to 90% since our acquisition of the property.
Average Minimum Base Rent per Occupied Square Foot (1) | ||||||||||||||||||||||||||||
| Average Minimum Base Rent per Occupied Square Foot (1) | December 31, 2022 | December 31, 2021 | Change | |||||||||||||||||||||||||
| December 31, 2019 | December 31, 2018 | Change | ||||||||||||||||||||||||||
| Apartments | $ | 21.85 | $ | 21.52 | $ | 0.33 | ||||||||||||||||||||||
| Industrial | 5.71 | 5.36 | 0.35 | Industrial | $ | 6.44 | $ | 6.28 | $ | 0.16 | ||||||||||||||||||
| Office | 36.92 | 43.41 | (6.49 | ) | Office | 32.32 | 31.72 | 0.60 | ||||||||||||||||||||
| Residential | Residential | 24.09 | 23.15 | 0.94 | ||||||||||||||||||||||||
| Retail | 21.36 | 20.65 | 0.71 | Retail | 24.31 | 21.10 | 3.21 | |||||||||||||||||||||
| Total | $ | 13.26 | $ | 13.86 | $ | (0.60 | ) | Total | $ | 14.00 | $ | 13.14 | $ | 0.86 | ||||||||||||||
