UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2021~~March 31, 2022


☐			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

Jones Lang LaSalle Income Property Trust, Inc.

(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)

(312) 897-4000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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 ☑ 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 ☑ 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 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

☐

Non-accelerated filer

☑

Smaller reporting company

☐

Emerging growth 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

The number of shares of the registrant’s Common Stock, $.01 par value, outstanding on ~~November 10, 2021~~May 16, 2022 were ~~97,924,180~~105,696,898 shares of Class A Common Stock, ~~35,846,503~~23,755,997 shares of Class M Common Stock, ~~9,307,567~~5,930,623 shares of Class A-I Common Stock, ~~49,183,334~~84,744,571 shares of Class M-I Common Stock and ~~7,513,281~~6,041,611 shares of Class D Common Stock.

Jones Lang LaSalle Income Property Trust, Inc.

INDEX


			PAGE NUMBER
Part I - FINANCIAL INFORMATION

Item 1. Financial Statements			3

Consolidated Balance Sheets as of ~~September~~March ~~30, 2021~~3 1 , 202 2 (unaudited) and December 31, ~~2020~~2021			3

Consolidated Statements of Operations for the three ~~and~~ ~~nine~~months ended ~~September~~March ~~30, 2021~~3 1 , 202 2 and ~~2020~~202 1 (unaudited)			4

Consolidated Statements of Equity for the three ~~and~~ ~~nine~~months ~~months~~ ended ~~September~~March ~~30, 2021~~3 1 , 202 2 and ~~2020~~202 1 (unaudited)			5

Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March ~~30, 2021~~3 1 , 202 2 and ~~2020~~202 1 (unaudited)			6

Notes to Consolidated Financial Statements (unaudited)			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2824

Item 3. Quantitative and Qualitative Disclosures About Market Risk			5545

Item 4. Controls and Procedures			5645

Part II - OTHER INFORMATION

Item 1. Legal Proceedings			5646

Item 1A. Risk Factors			5646

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5646

Item 3. Defaults Upon Senior Securities			5747

Item 4. Mine Safety Disclosures			5747

Item 5. Other Information			5747

Item 6. Exhibits			5848

SIGNATURES			5949

Item 1. Financial Statements.

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED BALANCE SHEETS

$ in thousands, except per share amounts


		September 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS	ASSETS	(Unaudited)				ASSETS	(Unaudited)
Investments in real estate:	Investments in real estate:					Investments in real estate:
Land (including from VIEs of $49,059 and $22,605, respectively)		$	540,691	$	428,313
Buildings and equipment (including from VIEs of $177,431 and $142,946, respectively)		2,507,486		1,892,023
Less accumulated depreciation (including from VIEs of $(25,835) and $(23,083), respectively)		(258,011)		(219,833)
Land (including from VIEs of $59,006 and $59,006, respectively)						Land (including from VIEs of $59,006 and $59,006, respectively)	$	609,217	$	598,564
Buildings and equipment (including from VIEs of $206,360 and $206,016, respectively)						Buildings and equipment (including from VIEs of $206,360 and $206,016, respectively)	3,150,267		3,010,359
Less accumulated depreciation (including from VIEs of $(28,193) and $(26,955), respectively)						Less accumulated depreciation (including from VIEs of $(28,193) and $(26,955), respectively)	(277,859)		(259,362)
Net property and equipment	Net property and equipment	2,790,166		2,100,503		Net property and equipment	3,481,625		3,349,561
Investment in unconsolidated real estate affiliates	Investment in unconsolidated real estate affiliates	179,631		187,890		Investment in unconsolidated real estate affiliates	217,070		217,044
Real estate fund investments	Real estate fund investments	283,176		79,192		Real estate fund investments	376,813		352,905
Investments in real estate and other assets held for sale	Investments in real estate and other assets held for sale	—		34,148		Investments in real estate and other assets held for sale	—		39,326
Net investments in real estate	Net investments in real estate	3,252,973		2,401,733		Net investments in real estate	4,075,508		3,958,836
Investment in marketable securities	Investment in marketable securities	28,177		—		Investment in marketable securities	40,599		43,206
Cash and cash equivalents (including from VIEs of $6,668 and $3,159, respectively)		188,380		84,805
Restricted cash (including from VIEs of $671 and $800, respectively)		40,687		16,629
Tenant accounts receivable, net (including from VIEs of $2,019 and $2,679, respectively)		8,338		8,680
Deferred expenses, net (including from VIEs of $509 and $516, respectively)		14,275		10,982
Acquired intangible assets, net (including from VIEs of $9,737 and $2,638, respectively)		161,396		105,206
Deferred rent receivable, net (including from VIEs of $1,122 and $1,087, respectively)		24,427		21,274
Prepaid expenses and other assets (including from VIEs of $543 and $164, respectively)		21,078		9,290
Cash and cash equivalents (including from VIEs of $6,678 and $6,740, respectively)						Cash and cash equivalents (including from VIEs of $6,678 and $6,740, respectively)	124,415		70,273
Restricted cash (including from VIEs of $484 and $859, respectively)						Restricted cash (including from VIEs of $484 and $859, respectively)	61,161		51,203
Tenant accounts receivable, net (including from VIEs of $2,808 and $1,850, respectively)						Tenant accounts receivable, net (including from VIEs of $2,808 and $1,850, respectively)	8,817		9,066
Deferred expenses, net (including from VIEs of $536 and $533, respectively)						Deferred expenses, net (including from VIEs of $536 and $533, respectively)	15,001		14,511
Acquired intangible assets, net (including from VIEs of $11,254 and $12,500, respectively)						Acquired intangible assets, net (including from VIEs of $11,254 and $12,500, respectively)	204,677		216,227
Deferred rent receivable, net (including from VIEs of $1,103 and $1,135, respectively)						Deferred rent receivable, net (including from VIEs of $1,103 and $1,135, respectively)	27,289		25,634
Prepaid expenses and other assets (including from VIEs of $325 and $284, respectively)						Prepaid expenses and other assets (including from VIEs of $325 and $284, respectively)	18,760		13,290
TOTAL ASSETS	TOTAL ASSETS	$	3,739,731	$	2,658,599	TOTAL ASSETS	$	4,576,227	$	4,402,246
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Mortgage notes and other debt payable, net (including from VIEs of $113,554 and $82,033, respectively)		$	1,584,926	$	868,102
Mortgage notes and other debt payable, net (including from VIEs of $146,985 and $147,076, respectively)						Mortgage notes and other debt payable, net (including from VIEs of $146,985 and $147,076, respectively)	$	1,816,956	$	1,817,664
Liabilities held for sale	Liabilities held for sale	—		18,242		Liabilities held for sale	—		271
Accounts payable and other liabilities (including from VIEs of $1,626 and $1,335, respectively)		52,273		36,137
Accounts payable and other liabilities (including from VIEs of $2,375 and $2,477, respectively)						Accounts payable and other liabilities (including from VIEs of $2,375 and $2,477, respectively)	70,578		70,551
Financing obligation	Financing obligation	298,584		155,882		Financing obligation	458,207		448,319
Accrued offering costs	Accrued offering costs	126,674		106,908		Accrued offering costs	154,773		137,776

Accrued interest (including from VIEs of $322 and $296, respectively)		2,714		2,153
Accrued real estate taxes (including from VIEs of $1,497 and $738, respectively)		14,779		6,640
Accrued interest (including from VIEs of $389 and $368, respectively)						Accrued interest (including from VIEs of $389 and $368, respectively)	3,340		3,321
Accrued real estate taxes (including from VIEs of $612 and $679, respectively)						Accrued real estate taxes (including from VIEs of $612 and $679, respectively)	11,385		9,497
Advisor fees payable	Advisor fees payable	16,654		2,122		Advisor fees payable	11,877		39,709
Acquired intangible liabilities, net (including from VIEs of $218 and $—, respectively)		28,468		14,990
Acquired intangible liabilities, net (including from VIEs of $510 and $541, respectively)						Acquired intangible liabilities, net (including from VIEs of $510 and $541, respectively)	29,855		31,022
TOTAL LIABILITIES	TOTAL LIABILITIES	2,125,072		1,211,176		TOTAL LIABILITIES	2,556,971		2,558,130
Commitments and contingencies	Commitments and contingencies	—		—		Commitments and contingencies	—		—
Redeemable noncontrolling interests						Redeemable noncontrolling interests	6,970		—
Equity:	Equity:					Equity:
Class A common stock: $0.01 par value; 200,000,000 shares authorized; 96,013,268 and 89,671,096 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		960		897
Class M common stock: $0.01 par value; 200,000,000 shares authorized; 35,541,455 and 35,612,156 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		355		356
Class A-I common stock: $0.01 par value; 200,000,000 shares authorized; 9,074,648 and 9,616,299 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		91		96
Class M-I common stock: $0.01 par value; 200,000,000 shares authorized; 46,244,259 and 33,247,001 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		462		332
Class D common stock: $0.01 par value; 200,000,000 shares authorized; 7,513,281 and 4,957,915 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		75		50
Additional paid-in capital (net of offering costs of $248,424 and $216,405 as of September 30, 2021 and December 31, 2020, respectively)		2,148,205		1,922,136
Class A common stock: $0.01 par value; 200,000,000 shares authorized; 104,576,961 and 100,038,362 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Class A common stock: $0.01 par value; 200,000,000 shares authorized; 104,576,961 and 100,038,362 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	1,046		1,000
Class M common stock: $0.01 par value; 200,000,000 shares authorized; 37,681,185 and 36,458,191 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Class M common stock: $0.01 par value; 200,000,000 shares authorized; 37,681,185 and 36,458,191 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	377		365
Class A-I common stock: $0.01 par value; 200,000,000 shares authorized; 9,335,732 and 9,356,309 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Class A-I common stock: $0.01 par value; 200,000,000 shares authorized; 9,335,732 and 9,356,309 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	93		94
Class M-I common stock: $0.01 par value; 200,000,000 shares authorized; 61,681,208 and 52,676,693 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Class M-I common stock: $0.01 par value; 200,000,000 shares authorized; 61,681,208 and 52,676,693 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	617		527
Class D common stock: $0.01 par value; 200,000,000 shares authorized; 6,041,611 and 7,513,281 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively						Class D common stock: $0.01 par value; 200,000,000 shares authorized; 6,041,611 and 7,513,281 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	60		75
Additional paid-in capital (net of offering costs of $286,136 and $264,066 as of March 31, 2022 and December 31, 2021, respectively)						Additional paid-in capital (net of offering costs of $286,136 and $264,066 as of March 31, 2022 and December 31, 2021, respectively)	2,448,952		2,284,839

Distributions to stockholders	Distributions to stockholders	(549,120)		(481,760)		Distributions to stockholders	(601,310)		(573,963)
Accumulated deficit		(7,647)		(14,723)
Retained earnings						Retained earnings	69,285		34,398
Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity	Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity	1,593,381		1,427,384		Total Jones Lang LaSalle Income Property Trust, Inc. stockholders’ equity	1,919,120		1,747,335
Noncontrolling interests	Noncontrolling interests	21,278		20,039		Noncontrolling interests	93,166		96,781
Total equity	Total equity	1,614,659		1,447,423		Total equity	2,012,286		1,844,116
TOTAL LIABILITIES AND EQUITY	TOTAL LIABILITIES AND EQUITY	$	3,739,731	$	2,658,599	TOTAL LIABILITIES AND EQUITY	$	4,576,227	$	4,402,246

The abbreviation “VIEs” above means consolidated Variable Interest Entities.

See notes to consolidated financial statements.

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

$ in thousands, except share and per share amounts

(Unaudited)


		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Revenues:	Revenues:									Revenues:
Rental revenue	Rental revenue	$	58,100	$	46,970	$	161,369	$	139,370	Rental revenue	$	74,955	$	50,731
Other revenue	Other revenue	2,827		2,067		8,185		5,243		Other revenue	2,216		1,850
Total revenues	Total revenues	60,927		49,037		169,554		144,613		Total revenues	77,171		52,581
Operating expenses:	Operating expenses:									Operating expenses:
Real estate taxes	Real estate taxes	8,282		7,572		24,573		22,419		Real estate taxes	11,311		8,086
Property operating expenses	Property operating expenses	10,947		9,975		31,052		27,554		Property operating expenses	14,001		9,911

Property general and administrative	Property general and administrative	470		728		946		3,609		Property general and administrative	697		660
Advisor fees	Advisor fees	21,546		6,192		34,620		19,049		Advisor fees	17,858		6,325
Company level expenses	Company level expenses	940		693		3,123		2,241		Company level expenses	1,074		1,193

Depreciation and amortization	Depreciation and amortization	23,519		18,830		64,682		56,450		Depreciation and amortization	32,974		19,945
Total operating expenses	Total operating expenses	65,704		43,990		158,996		131,322		Total operating expenses	77,915		46,120

Other income (expenses):	Other income (expenses):									Other income (expenses):
Interest expense	Interest expense	(11,714)		(8,391)		(31,264)		(32,191)		Interest expense	(17,852)		(9,262)

Loss from unconsolidated real estate affiliates and fund investments		(1,270)		(3,289)		(4,021)		(16,186)
Income (loss) from unconsolidated real estate affiliates and fund investments										Income (loss) from unconsolidated real estate affiliates and fund investments	29,025		(339)

Investment income on marketable securities	Investment income on marketable securities	88		—		88		—		Investment income on marketable securities	304		—
Net realized gain upon sale of marketable securities	Net realized gain upon sale of marketable securities	38		—		38		—		Net realized gain upon sale of marketable securities	79		—
Net unrealized change in fair value of investment in marketable securities	Net unrealized change in fair value of investment in marketable securities	(1,711)		—		(1,711)		—		Net unrealized change in fair value of investment in marketable securities	(2,984)		—
(Loss) gain on disposition of property and extinguishment of debt, net		—		(3,480)		33,422		(1,772)
Gain on disposition of property and extinguishment of debt, net										Gain on disposition of property and extinguishment of debt, net	31,492		33,422

Total other income and (expenses)	Total other income and (expenses)	(14,569)		(15,160)		(3,448)		(50,149)		Total other income and (expenses)	40,064		23,821

Net (loss) income		(19,346)		(10,113)		7,110		(36,858)
Less: Net loss (income) attributable to the noncontrolling interests		94		(9)		(34)		(17)
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc.		$	(19,252)	$	(10,122)	$	7,076	$	(36,875)
Net income										Net income	39,320		30,282
Less: Net income attributable to the noncontrolling interests										Less: Net income attributable to the noncontrolling interests	(1,385)		(177)
Net income attributable to Jones Lang LaSalle Income Property Trust, Inc.										Net income attributable to Jones Lang LaSalle Income Property Trust, Inc.	$	37,935	$	30,105

Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:		0		0		0		0
Net income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:										Net income attributable to Jones Lang LaSalle Income Property Trust, Inc. per share-basic and diluted:
Class A	Class A	(0.25)		(0.06)		0.04		(0.22)		Class A	0.18		0.17
Class M	Class M	(0.25)		(0.06)		0.04		(0.22)		Class M	0.18		0.17
Class A-I	Class A-I	(0.25)		(0.06)		0.04		(0.22)		Class A-I	0.18		0.17
Class M-I	Class M-I	(0.26)		(0.06)		0.03		(0.22)		Class M-I	0.18		0.17
Class D	Class D	(0.25)		(0.06)		0.03		(0.22)		Class D	0.18		0.17
Weighted average common stock outstanding-basic and diluted	Weighted average common stock outstanding-basic and diluted	189,887,181		169,289,415		181,981,691		170,707,171		Weighted average common stock outstanding-basic and diluted	212,104,884		174,765,072

See notes to consolidated financial statements.

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

$ in thousands, except share and per share amounts (Unaudited)


		Common Stock			Additional Paid In Capital			Distributions to Stockholders		Retained Earnings / (Accumulated Deficit)		Noncontrolling Interests		Total Equity			Common Stock			Additional Paid In Capital				Distributions to Stockholders			Retained Earnings / (Accumulated Deficit)			Noncontrolling Interests			Total Equity
		Shares	Amount				Distributions to Stockholders
Balance, July 1, 2020		169,930,376	$	1,700	$	1,894,870		$	(440,306)	$	2,530	$	5,974	$	1,464,768
Issuance of common stock		3,343,225	33		38,996			—		—		—		39,029
Repurchase of shares		(3,882,050)	(39)		(45,153)			—		—		—		(45,192)
Conversion of shares		(149)	—		—			—		—		—		—
Offering costs		—	—		(3,315)			—		—		—		(3,315)

Net loss		—	—		—			—		(10,122)		9		(10,113)
Cash contributions from noncontrolling interests		—	—		—			—		—		2		2

Distributions declared per share ($0.135)		—	—		—			(20,402)		—		—		(20,402)
Balance, September 30, 2020		169,391,402	$	1,694	$	1,885,398		$	(460,708)	$	(7,592)	$	5,941	$	1,424,733

Balance, January 1, 2020		165,745,572	$	1,658	$	1,860,734		$	(398,939)	$	29,283	$	6,021	$	1,498,757
Issuance of common stock		22,227,749	222		269,868			—		—		—		270,090
Repurchase of shares		(18,597,052)	(186)		(222,915)			—		—		—		(223,101)
Conversion of shares		(867)	—		—			—		—		—		—
Offering costs		—	—		(22,481)			—		—		—		(22,481)
Stock based compensation		16,000	—		192			—		—		—		192
Net loss		—	—		—			—		(36,875)		17		(36,858)

Cash contributions from noncontrolling interests		—	—		—			—		—		3		3
Cash distributed to noncontrolling interests		—	—		—			—		—		(100)		(100)
Distributions declared per share ($0.405)		—	—		—			(61,769)		—		—		(61,769)
Balance, September 30, 2020		169,391,402	$	1,694	$	1,885,398		$	(460,708)	$	(7,592)	$	5,941	$	1,424,733

Balance, July 1, 2021		184,454,753	$	1,845	$	2,040,114		$	(525,732)	$	11,605	$	19,768	$	1,547,600
Issuance of common stock		12,288,669	122		152,178			—		—		—		152,300
Repurchase of shares		(2,358,010)	(24)		(29,340)			—		—		—		(29,364)
Conversion of shares		(2,501)	—		—			—		—		—		—
Offering costs		—	—		(14,796)			—		—		—		(14,796)
Stock based compensation		4,000	—		49			—		—		—		49
Net loss		—	—		—			—		(19,252)		(94)		(19,346)
Cash contributions from noncontrolling interests		—	—		—			—		—		3,423		3,423
Cash distributed to noncontrolling interests		—	—		—			—		—		(1,819)		(1,819)
Distributions declared per share ($0.135)		—	—		—			(23,388)		—		—		(23,388)
Balance, September 30, 2021		194,386,911	$	1,943	$	2,148,205		$	(549,120)	$	(7,647)	$	21,278	$	1,614,659
																	Shares	Amount				Additional Paid In Capital	Distributions to Stockholders			Retained Earnings / (Accumulated Deficit)			Noncontrolling Interests			Total Equity
Balance, January 1, 2021	Balance, January 1, 2021	173,104,467	$	1,731	$	1,922,136		$	(481,760)	$	(14,723)	$	20,039	$	1,447,423		173,104,467	$	1,731	$	1,447,423
Issuance of common stock	Issuance of common stock	30,588,256	305		369,256			—		—		—		369,561		Issuance of common stock	8,758,984	87		102,928				—			—			—			103,015
Repurchase of shares	Repurchase of shares	(9,322,654)	(93)		(111,406)			—		—		—		(111,499)		Repurchase of shares	(3,830,592)	(38)		(44,756)				—			—			—			(44,794)
Conversion of shares	Conversion of shares	(3,158)	—		—			—		—		—		—		Conversion of shares	(342)	—		—				—			—			—			—
Offering costs	Offering costs	—	—		(32,019)			—		—		—		(32,019)		Offering costs	—	—		(6,246)				—			—			—			(6,246)
Stock based compensation	Stock based compensation	20,000	—		238			—		—		—		238		Stock based compensation	16,000	—		189				—			—			—			189
Net income	Net income	—	—		—			—		7,076		34		7,110		Net income	—	—		—				—			30,105			177			30,282

Cash contributions from noncontrolling interests		—	—		—			—		—		3,423		3,423
Cash distributed to noncontrolling interests	Cash distributed to noncontrolling interests	—	—		—			—		—		(2,218)		(2,218)		Cash distributed to noncontrolling interests	—	—		—				—			—			(194)			(194)
Distributions declared per share ($0.405)		—	—		—			(67,360)		—		—		(67,360)
Balance, September 30, 2021		194,386,911	$	1,943	$	2,148,205		$	(549,120)	$	(7,647)	$	21,278	$	1,614,659
Distributions declared per share ($0.135)																Distributions declared per share ($0.135)	—	—		—				(21,621)			—			—			(21,621)
Balance, March 31, 2021																Balance, March 31, 2021	178,048,517	$	1,780	$	1,974,251			$	(503,381)		$	15,382		$	20,022		$	1,508,054

Balance, January 1, 2022																Balance, January 1, 2022	206,042,836	$	2,061	$	2,284,839			$	(573,963)		$	34,398		$	96,781		$	1,844,116
Issuance of common stock																Issuance of common stock	16,263,717	162		227,089				—			—			—			227,251
Repurchase of shares																Repurchase of shares	(3,012,118)	(30)		(41,236)				—			—			—			(41,266)
Conversion of shares																Conversion of shares	(96)	—		—				—			—			—			—
Offering costs																Offering costs	—	—		(22,070)				—			—			—			(22,070)
Stock based compensation																Stock based compensation	22,358	—		330				—			—			—			330
Net income																Net income	—	—		—				—			37,935			1,385			39,320

Cash distributed to noncontrolling interests																Cash distributed to noncontrolling interests	—	—		—				—			—			(1,078)			(1,078)
Allocation to redeemable noncontrolling interests																Allocation to redeemable noncontrolling interests	—	—		—				—			(3,048)			(3,922)			(6,970)
Distributions declared per share ($0.140)																Distributions declared per share ($0.140)	—	—		—				(27,347)			—			—			(27,347)
Balance, March 31, 2022																Balance, March 31, 2022	219,316,697	$	2,193	$	2,448,952			$	(601,310)		$	69,285		$	93,166		$	2,012,286

See notes to consolidated financial statements.

Jones Lang LaSalle Income Property Trust, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

$ in thousands (Unaudited)


		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		$	7,110	$	(36,858)
Adjustments to reconcile net income to net cash provided by operating activities:
Net income						Net income	$	39,320	$	30,282
Adjustments to reconcile net income to net cash (used in) provided by operating activities:						Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	Depreciation and amortization	63,948		55,852		Depreciation and amortization	32,719		19,630
Gain on disposition of property and extinguishment of debt	Gain on disposition of property and extinguishment of debt	(33,422)		1,772		Gain on disposition of property and extinguishment of debt	(31,492)		(33,422)

Net realized gain upon sale of marketable securities	Net realized gain upon sale of marketable securities	(38)		—		Net realized gain upon sale of marketable securities	(79)		—
Net unrealized loss in fair value of marketable securities	Net unrealized loss in fair value of marketable securities	1,711		—		Net unrealized loss in fair value of marketable securities	2,984		—
Straight line rent	Straight line rent	(2,707)		(740)		Straight line rent	(1,646)		(129)

Loss from unconsolidated real estate affiliates and fund investments		4,021		16,186
(Income) loss from unconsolidated real estate affiliates and fund investments						(Income) loss from unconsolidated real estate affiliates and fund investments	(29,025)		339
Distributions from unconsolidated real estate affiliates and fund investments	Distributions from unconsolidated real estate affiliates and fund investments	8,121		3,443		Distributions from unconsolidated real estate affiliates and fund investments	5,097		1,850
Net changes in assets, liabilities and other	Net changes in assets, liabilities and other	15,748		11,903		Net changes in assets, liabilities and other	(31,609)		(1,378)
Net cash provided by operating activities		64,492		51,558
Net cash (used in) provided by operating activities						Net cash (used in) provided by operating activities	(13,731)		17,172
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of real estate investments	Purchase of real estate investments	(718,890)		(101,220)		Purchase of real estate investments	(153,896)		(226,925)
Proceeds from sale of real estate investments and fixed assets	Proceeds from sale of real estate investments and fixed assets	66,992		5,372		Proceeds from sale of real estate investments and fixed assets	74,602		66,992
Capital improvements and lease commissions	Capital improvements and lease commissions	(21,254)		(8,056)		Capital improvements and lease commissions	(3,740)		(3,758)

Investment in unconsolidated real estate affiliates	Investment in unconsolidated real estate affiliates	(207,866)		(3,788)		Investment in unconsolidated real estate affiliates	(7)		(677)
Deposits for investments under contract	Deposits for investments under contract	(4,159)		—		Deposits for investments under contract	(1,350)		(2,500)

Investment in marketable securities	Investment in marketable securities	(31,170)		—		Investment in marketable securities	(4,646)		—
Proceeds from sale of marketable securities	Proceeds from sale of marketable securities	1,320		—		Proceeds from sale of marketable securities	4,348		—
Net cash used in investing activities	Net cash used in investing activities	(915,027)		(107,692)		Net cash used in investing activities	(84,689)		(166,868)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock	Issuance of common stock	484,169		247,601		Issuance of common stock	217,977		152,181
Repurchase of shares	Repurchase of shares	(111,499)		(221,662)		Repurchase of shares	(41,266)		(44,794)

Offering costs	Offering costs	(12,252)		(13,660)		Offering costs	(2,273)		(3,840)
Distributions to stockholders	Distributions to stockholders	(24,296)		(27,988)		Distributions to stockholders	(9,681)		(7,887)
Distributions paid to noncontrolling interests	Distributions paid to noncontrolling interests	(2,218)		(100)		Distributions paid to noncontrolling interests	(1,078)		(194)
Contributions received from noncontrolling interests		3,423		3

Deposits for loan commitments	Deposits for loan commitments	—		(405)		Deposits for loan commitments	—		(2,093)
Draws on credit facility	Draws on credit facility	550,000		200,000		Draws on credit facility	110,000		140,000
Payment on credit facility	Payment on credit facility	(140,000)		(100,000)		Payment on credit facility	(205,000)		(100,000)
Proceeds from mortgage notes and other debt payable	Proceeds from mortgage notes and other debt payable	322,382		35,900		Proceeds from mortgage notes and other debt payable	95,800		70,030
Debt issuance costs	Debt issuance costs	(6,959)		(52)		Debt issuance costs	(18)		(436)
Payment on early extinguishment of debt	Payment on early extinguishment of debt	—		(1,457)		Payment on early extinguishment of debt	—		—
Principal payments on mortgage notes and other debt payable	Principal payments on mortgage notes and other debt payable	(84,582)		(88,023)		Principal payments on mortgage notes and other debt payable	(1,947)		(81,925)
Net cash provided by financing activities	Net cash provided by financing activities	978,168		30,157		Net cash provided by financing activities	162,514		121,042
Net increase in cash, cash equivalents and restricted cash	Net increase in cash, cash equivalents and restricted cash	127,633		(25,977)		Net increase in cash, cash equivalents and restricted cash	64,094		(28,654)

Cash, cash equivalents and restricted cash at the beginning of the period	Cash, cash equivalents and restricted cash at the beginning of the period	101,434		114,022		Cash, cash equivalents and restricted cash at the beginning of the period	121,482		101,434
Cash, cash equivalents and restricted cash at the end of the period	Cash, cash equivalents and restricted cash at the end of the period	$	229,067	$	88,045	Cash, cash equivalents and restricted cash at the end of the period	$	185,576	$	72,780

Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to cash, cash equivalents and restricted cash per Consolidated Statements of Cash Flows	Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to cash, cash equivalents and restricted cash per Consolidated Statements of Cash Flows					Reconciliation of cash, cash equivalents and restricted cash shown per Consolidated Balance Sheets to cash, cash equivalents and restricted cash per Consolidated Statements of Cash Flows
Cash and cash equivalents	Cash and cash equivalents	$	188,380	$	74,132	Cash and cash equivalents	$	124,415	$	41,345
Restricted cash	Restricted cash	40,687		13,913		Restricted cash	61,161		31,435

Cash, cash equivalents and restricted cash at the end of the period	Cash, cash equivalents and restricted cash at the end of the period	$	229,067	$	88,045	Cash, cash equivalents and restricted cash at the end of the period	$	185,576	$	72,780

Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Interest paid	Interest paid	$	26,541	$	26,994	Interest paid	$	12,877	$	8,696
Non-cash activities:	Non-cash activities:					Non-cash activities:
Write-offs of receivables	Write-offs of receivables	$	38	$	53	Write-offs of receivables	$	(75)	$	(4)
Write-offs of retired assets and liabilities	Write-offs of retired assets and liabilities	4,312		9,341		Write-offs of retired assets and liabilities	2,539		1,382
Change in liability for capital expenditures	Change in liability for capital expenditures	(29)		525		Change in liability for capital expenditures	(344)		(888)

Net liabilities transferred at disposition of real estate investment	Net liabilities transferred at disposition of real estate investment	230		63		Net liabilities transferred at disposition of real estate investment	396		230
Net liabilities assumed at acquisition	Net liabilities assumed at acquisition	1,369		538		Net liabilities assumed at acquisition	426		320

Change in issuance of common stock receivable and redemption of common stock payable	Change in issuance of common stock receivable and redemption of common stock payable	(6,371)		2,938		Change in issuance of common stock receivable and redemption of common stock payable	(4,819)		(355)
Change in accrued offering costs	Change in accrued offering costs	19,767		8,821		Change in accrued offering costs	19,797		2,406
Assumption of mortgage notes payables		(53,219)		—

See notes to consolidated financial statements.

Jones Lang LaSalle Income Property Trust, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

$ in thousands, except per share amounts

NOTE 1—ORGANIZATION

General

Except where the context suggests otherwise, the terms “we,” “us,” “our” and the “Company” refer to Jones Lang LaSalle Income Property Trust, Inc. The terms “Advisor” and “LaSalle” refer to LaSalle Investment Management, Inc.

Jones Lang LaSalle Income Property Trust, Inc. is an externally advised, daily valued perpetual-life real estate investment trust ("REIT") that owns and manages a diversified portfolio of residential, industrial, office, 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 may 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 ~~September 30, 2021,~~March 31, 2022, we owned interests in a total of 98119 properties and over 4,000 single-family rental houses located in 26 states.

We own all or 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 all or 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 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 ~~September 30, 2021,~~March 31, 2022, we raised aggregate proceeds from the issuance of OP Units in our operating partnership of ~~$14,242,~~$88,925, and owned directly or indirectly ~~99.4%~~96.8% of the OP Units of our operating partnership. The remaining ~~0.6%~~3.2% of the OP Units are held by third parties.

From our inception to ~~September 30, 2021,~~March 31, 2022, we have received approximately ~~$3,661,870~~$4,210,010 in gross offering proceeds from various public and private offerings of shares of our common stock. 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 Securities and Exchange Commission (the "SEC").

On ~~July 6, 2018,~~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 ~~September 30, 2021,~~March 31, 2022, we have raised aggregate gross proceeds from the sale of shares of our common stock in our Current Public Offering of ~~$1,227,818.~~$249,802. We intend to continue to offer shares of our common stock on a continuous basis for an indefinite period of ~~tie~~time by filing ~~anew~~a new registration statement before the end of each offering, and on June 4, 2021, we filed a new registration statement to register a follow-on public offering (the Follow-on Public Offering" of up to $3,000,000 in any combination of shares or our Class A, Class M, Class A-I and Class M-I common stock. As of November 10, 2021, our Follow-on Public Offering has not been declared effective.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 ~~September 30, 2021~~March 31, 2022, we have raised aggregate gross proceeds of $98,188. In addition, on October 16, 2019, we, through our operating partnership, initiated a program (the “DST Program”) to raise up to $500,000, which our board of directors increased to $1,000,000 on August 10, 2021, in private placements exempt from registration under the Securities Act of 1933, as amended, through the sale of beneficial interests to accredited investors in specific Delaware statutory trusts holding real properties ("DST Properties"), which may be sourced from our real properties or from third parties. As of ~~September 30, 2021,~~March 31, 2022, we have raised ~~$300,427~~$465,408 from our DST Program.

As of ~~September 30, 2021, 96,013,268~~March 31, 2022, 104,576,961 shares of Class A common stock, ~~35,541,455~~37,681,185 shares of Class M common stock, ~~9,074,648~~9,335,732 shares of Class A-I common stock, ~~46,244,259~~61,681,208 shares of Class M-I common stock, and ~~7,513,281~~6,041,611 shares of Class D common stock were outstanding and held by a total of ~~19,118~~21,336 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, 2022, 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.

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 ~~September 30, 2021,~~March 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 ~~$32,103.~~$37,524.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and include the accounts of our wholly owned subsidiaries, consolidated variable interest entities ("VIE") and the unconsolidated investment in real estate affiliates accounted for under the equity method of accounting. We consider the authoritative guidance of accounting for investments in common stock, investments in real estate ventures, investors accounting for an investee when the investor has the majority of the voting interest but the minority partners have certain approval or veto rights, determining whether a general partner or general partners as a group controls a limited partnership or similar entity when the limited partners have certain rights and the consolidation of VIEs in which we own less than a 100% interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Parenthetical disclosures are shown on our Consolidated Balance Sheets regarding the amounts of VIE assets and liabilities that are consolidated. As of ~~September 30, 2021,~~March 31, 2022, our VIEs included The District at Howell Mill, Grand Lakes Marketplace, Presley Uptown, 237 Via Vera Cruz, 4211 Starboard Drive, ~~and~~ 13500 Danielson Drive, 2840 Loker Ave, and 15890 Bernardo Center Drive due to the joint venture structures and our partners having limited participation rights and no kick-out rights. The creditors of our VIEs do not have general recourse to us.

Noncontrolling interests represent the minority members’ proportionate share of ~~the equity in our VIEs.~~equity. At acquisition, the assets, liabilities and noncontrolling interests were measured and recorded at the estimated fair value. Noncontrolling interests will increase for the minority members’ share of net income of these entities and contributions and decrease for the minority members’ share of net loss and distributions. As of ~~September 30, 2021,~~March 31, 2022, noncontrolling interests represented the minority members’ proportionate share of the equity of The District at Howell Mill and the ~~entities listed above as VIEs.~~operating partnership.

~~Certain~~Redeemable noncontrolling interests represent noncontrolling interests which are redeemable at the option of the holder or in circumstances out of our ~~joint venture agreements include provisions whereby,~~control and therefore are accounted for as temporary equity. The carrying amount of the redeemable noncontrolling interests is adjusted over time on an accretive basis to reflect the fair value at ~~certain specified times, each party has~~ the ~~right to initiate a purchase or sale of its~~time the noncontrolling interest become redeemable by the holder. Changes in the redemption value of redeemable noncontrolling interest are recorded as an allocation of retained earnings on our Consolidated Statements of Equity. During the three months ended March 31, 2022, we recorded an allocation from noncontrolling interests to redeemable noncontrolling interests in the amount of $3,922. We have redeemable noncontrolling interest related to Grand Lakes Marketplace, Presley Uptown, 237 Via Vera Cruz, 4211 Starboard Drive, 13500 Danielson Drive, 2840 Loker Ave, and 15890 Bernardo Center Drive as of March 31, 2022. As of March 31, 2022, $6,970 related to these third party joint ventures ~~at an agreed upon fair value. Under these provisions, we are not obligated to purchase~~was included in Redeemable noncontrolling interests on our Consolidated Balance Sheet of which $2,870 is immediately puttable by the ~~interest~~holder of ~~our outside joint venture partners.~~the noncontrolling interest.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with the accounting policies described in the consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC on March ~~12, 2021~~11, 2022 (our ~~“2020~~“2021 Form 10-K”) and should be read in conjunction with such consolidated financial statements and related notes. The following notes to these interim consolidated financial statements highlight changes to the notes included in the December 31, ~~2020~~2021 audited consolidated financial statements included in our ~~2020~~2021 Form 10-K and present interim disclosures as required by the SEC.

The interim financial data as of ~~September 30, 2021~~March 31, 2022 and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ is unaudited. In our opinion, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

Restricted Cash

Restricted cash includes amounts established pursuant to various agreements for loan escrow accounts, loan commitments and property sale proceeds. When we sell a property, we can elect to enter into a like-kind exchange pursuant to the applicable Internal Revenue Service guidance whereby the proceeds from the sale are placed in escrow with a qualified intermediary until a replacement property can be purchased. At ~~September 30, 2021,~~March 31, 2022, our restricted cash balance on our Consolidated Balance Sheets was primarily related to common stock subscriptions received in advance of the issuance of the common stock and loan escrow amounts.

Deferred Expenses

Deferred expenses consist of lease commissions. Lease commissions are capitalized and amortized over the term of the related lease as a component of depreciation and amortization expense. Accumulated amortization of deferred expenses at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was ~~$7,892~~$8,528 and ~~$6,495,~~$8,436, respectively.

Rental Revenue Recognition

We recognize rental revenue from tenants under operating leases on a straight-line basis over the non-cancelable term of the lease when collectibility of substantially all rents is reasonably assured. Recognition of rental revenue on a straight-line basis includes the effects of rental abatements, lease incentives and fixed and determinable increases in lease payments over the lease term. For leases where collection of substantially all rents is not deemed to be probable, revenue is recorded equal to cash that has been received from the tenant. We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

The COVID-19 pandemic has had a negative impact on some of our tenants' businesses. The duration and extent of the negative effects caused by the COVID-19 pandemic to the economy is uncertain, and as such, collectibility of certain tenants' rent receivable balances in the future is also uncertain. We have taken into account current tenant conditions, which include consideration of COVID-19 in our estimation of the tenants' uncollectible accounts and deferred rents receivable at September 30, 2021. We are closely monitoring the collectibility of such rents and will adjust future estimations as further information becomes known. During the three months ended September 30, 2021 we recorded an increase in rental revenue due to collections of balances previously thought to be uncollectable of $583, and we recorded a reduction in rental revenue of $480 for nine months ended September 30, 2021 due to concern of collectibility. During the three and nine months ended September 30, 2021, we recorded a decrease in straight line revenue of $14 and an increase of $135, respectively, as a result of collections from certain tenants. During the three and nine months ended September 30, 2020, we recorded a reduction in rental revenue of $710 and $2,701, respectively, and a reduction in straight line revenue of $30 and $2,141 due to concern of collectibility, respectively. During the three and nine months ended September 30, 2021, we deferred $699 and $937, respectively, and abated $299 and $553, respectively, of rental revenue. During the three and nine months ended September 30, 2020, we deferred $679 and $1,851, respectively, and abated $113 and $970 of rental revenue, respectively.

Acquisitions

We have allocated a portion of the purchase price of our acquisitions to acquired intangible assets, which include acquired in-place lease intangibles, acquired above-market in-place lease intangibles and acquired ground lease intangibles, which are reported net of accumulated amortization of ~~$100,585~~$102,523 and ~~$82,699~~$102,842 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, on the accompanying Consolidated Balance Sheets. The acquired intangible liabilities represent acquired below-market in-place leases, which are reported net of accumulated amortization of ~~$14,471~~$15,445 and ~~$12,724~~$15,481 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, on the accompanying Consolidated Balance Sheets.

Assets and Liabilities Measured at Fair Value

The Financial Accounting Standards Board’s (“FASB”) guidance for fair value measurement and disclosure states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have access to at the measurement date.

•Level 2—Observable inputs, other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

•Level 3—Unobservable inputs for the asset or liability. Unobservable inputs are those inputs that reflect our own assumptions that market participants would use to price the asset or liability based on the best available information.

The authoritative guidance requires the disclosure of the fair value of our financial instruments for which it is practicable to estimate that value. The guidance does not apply to all balance sheet items. Market information as available or present value techniques have been utilized to estimate the amounts required to be disclosed. Since such amounts are estimates, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Our investments in marketable securities are valued using Level 1 inputs as the securities are publicly traded on major stock exchanges.

Real estate fund investments accounted for under the fair value option fall within Level 3 of the hierarchy. The fair value is recorded based upon changes in the NAV of the limited partnership as determined from the financial statements of the real estate fund. During the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021, ~~and 2020,~~ we recorded a ~~decrease~~net increase in fair value classified within the Level 3 category of ~~$2,849~~$23,908 and ~~$14,737,~~$1,081, respectively, inwhich related to our ~~investment~~investments in the NYC Retail Portfolio (as defined below) and the Single-family Rental Portfolio (see Note 4-Unconsolidated Real Estate Affiliates and Fund Investments).

We have estimated the fair value of our mortgage notes and other debt payable reflected on the Consolidated Balance Sheets at amounts that are based upon an interpretation of available market information and valuation methodologies (including discounted cash flow analysis with regard to fixed rate debt) for similar loans made to borrowers with similar credit ratings and for the same maturities. The fair value of our mortgage notes and other debt payable using Level 2 inputs was ~~$27,738~~$67,899 lower and ~~$30,923~~$3,794 higher than the aggregate carrying amounts at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition of our mortgage notes payable.

Derivative Financial Instruments

We record all derivatives on the Consolidated Balance Sheets at fair value in prepaid expenses and other assets or accounts payable and other accrued expenses. Changes in the fair value of our derivatives are recorded as a component of interest expense on our Consolidated Statements of Operations as we have not designated our derivative instruments as hedges. Our objective in using interest rate derivatives is to manage our exposure to interest rate movements. To accomplish this objective, we use interest rate swaps.

As of ~~September 30, 2021,~~March 31, 2022, we had the following outstanding interest rate derivatives related to managing our interest rate risk:


Interest Rate Derivative	Number of Instruments	Notional Amount

Interest Rate Swaps	5	$	190,000

The fair value of our interest rate swaps represent liabilities of ~~$3,897~~$595 and ~~$6,500~~$2,580 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively.

Investment in Marketable Securities

In accordance with our investment guidelines, investments in marketable securities consist of stock of publicly traded REITs. The net unrealized change in the fair value of our investments in marketable securities is recorded in earnings as part of net income in accordance with Accounting Standard Update ("ASU") 2016-1, Financial Statements - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.

Ground Lease

As of ~~September 30, 2021,~~March 31, 2022, we have a single ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of ~~$2,114~~$2,094 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of ~~$2,249.~~$2,247.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In April 2020, the FASB issued a question and answer document that focused on the application of lease guidance applicable on concessions related to the effects of the COVID-19 pandemic. Per the guidance, we made an election to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how those concessions would be accounted for under Topic 842, Leases, as though enforceable rights and obligations for those concessions existed.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) ("ASU 2020-04"), which provides guidance containing practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. We are evaluating the impact of this guidance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), which changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current incurred loss model with an expected loss approach, resulting in more timely recognition of such losses. In November 2018, the FASB released ASU 2018-19, Codification Improvements to Topic 326, Financial Instrument - Credit Losses, which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. The guidance was effective for us as of January 1, 2020 and did not have a material impact on our consolidated financial statements.

Effective January 1, 2019, we adopted ASU 2016-02 Leases and 2018-11 Leases: Targeted Improvements (Topic 842) ("ASU 842"). The new guidance sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). We elected a practical expedient, by class of underlying assets, to not separate non-lease components from the related lease components and, instead, to account for those components as a single lease component, when certain criteria are met. Upon adoption, we reclassified these components for prior periods to conform with the current period presentation. We also elected permitted practical expedients to not reassess lease classification and use of the standard’s effective date as the date of initial application and therefore financial information under ASU 842 is not provided for periods prior to January 1, 2019. The accounting for lessors remained largely unchanged from previous GAAP; however, the standard required that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under previous standards, certain of these costs were capitalizable and therefore this new standard will result in certain of these costs being expensed as incurred after adoption. Additionally, the standard requires lessors to evaluate whether the collectability of all rents is probable before recognizing rental revenues on a straight-line basis over the applicable lease term. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. As of September 30, 2021, we have a ground lease arrangement for which we are the lessee and recorded a right-of-use asset within prepaid expenses and other assets on our Consolidated Balance Sheets in the amount of $2,114 and a lease liability within accounts payable and other liabilities on our Consolidated Balance Sheets in the amount of 2,249.

NOTE 3—PROPERTY

The primary reason we make acquisitions of real estate investments in the industrial, office, residential, retail and other property sectors is to invest capital contributed by stockholders in a diversified portfolio of real estate assets. All references to square footage and units are unaudited.

Acquisitions

On ~~January 21, 2021,~~March 30, 2022, we acquired ~~Louisville Distribution Center,~~Jefferson Lake Howell, a ~~1,040,000 square foot industrial property located in Shepherdsville, Kentucky for approximately $95,000. The acquisition was funded with cash on hand.~~

~~On February 2, 2021, we acquired 170 Park Ave, a 147,000 square foot life sciences property located in Florham Park, New Jersey for approximately $46,600. The acquisition was funded with cash on hand.~~

On February 23, 2021, we acquired Southeast Phoenix Distribution Center, a four property industrial distribution center totaling 474,000 square feet located in Chandler, Arizona for approximately $91,000. The acquisition was funded with cash on hand.

~~On May 3, 2021, we acquired Princeton North Andover, a newly constructed, 192-unit~~384-unit residential property located in ~~North Andover, Massachusetts,~~Casselberry, Florida for approximately ~~$72,500. The acquisition was funded with cash on hand.~~

On June 24, 2021, we acquired Louisville Airport Distribution Center, a nearly 284,000 square-foot, newly constructed Class A industrial property located in the Southside/Airport industrial submarket of Louisville, Kentucky for approximately $32,100. The acquisition was funded with cash on hand.

On July 2, 2021, we acquired a 95% interest in two industrial buildings, 237 Via Vera Cruz and 13500 Danielson Street, totaling 153,000 square feet located in San Marcos and Poway, California, respectively, for approximately $36,640. The acquisitions were funded with cash on hand.

~~On July 9, 2021, we acquired a 95% interest in 4211 Starboard, a 130,000 square foot industrial property located in Fremont, California for approximately $32,000 using cash on hand.~~

On August 23, 2021, we acquired The Preserve at the Meadows, a 220-unit garden-style residential property in Fort Collins, Colorado, for approximately $61,000. The acquisition was funded with cash on hand.

~~On August 31, 2021, we acquired The Rockwell, a 204-unit residential property in Berlin, Massachusetts, for approximately $84,000. The acquisition was funded with cash on hand.~~

On September 15, 2021, we acquired 9101 Stony Point Drive, an 87,000 square foot, medical office building in Richmond, Virginia, for approximately $52,000. The acquisition was funded with cash on hand.

On September 28, 2021, we acquired 5 National Way and 47 National Way, a two-building life sciences center totaling 375,000 square feet, located in Durham, North Carolina for approximately $66,750. The acquisitions were funded with cash on hand.

~~On September 29, 2021, we acquired Miramont Apartments, a 210-unit residential property located in Fort Collins, Colorado, for approximately $57,400.~~$154,100. The acquisition was funded with cash on hand and a draw on our ~~line of credit.~~

On September 29, 2021, we acquired Pinecone Apartments, a 195-unit residential property located in Fort Collins, Colorado, for approximately $51,600. The acquisition was funded with cash on hand and a draw on our line of credit.Credit Facility (defined below).

We allocated the purchase price for our ~~2021 acquisitions~~2022 acquisition in accordance with authoritative guidance as follows:


	~~2021~~2022 Acquisitions
Land	$	~~112,378~~11,200
Building and equipment	~~599,830~~140,964

In-place lease intangible (acquired intangible assets)	~~74,979~~2,090
~~Above-market lease intangible (acquired intangible assets)~~	~~3,250~~
~~Below-market lease intangible (acquired intangible liabilities)~~	~~(16,328)~~




	$	~~774,109~~154,254
Amortization period for intangible assets and liabilities	6 ~~- 180~~ months

~~Disposition~~Dispositions

On January ~~8, 2021,~~6, 2022, we sold ~~South Seattle~~Norfleet Distribution Center, a ~~three~~702,000 square foot industrial property ~~industrial center totaling 323,000 square feet~~ located in ~~Seattle, Washington~~Kansas City, Missouri for approximately ~~$72,600~~$60,375 less closing costs. ~~In connection with the disposition, the mortgage loan associated with the property of $17,841 was retired.~~ We recorded a gain on the sale of the property in the amount of ~~$33,580.~~approximately $34,186.

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.

NOTE 4—UNCONSOLIDATED REAL ESTATE AFFILIATES AND FUND INVESTMENTS

In addition to investments in consolidated properties, we may make investments in real estate, which are classified as unconsolidated real estate affiliates under GAAP. The residential sector includes apartment properties and ~~single family~~single-family rental homes.

Unconsolidated Real Estate Affiliates

The following represent our unconsolidated real estate affiliates as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.

Carrying Amount of Investment

Property

Property Type

Location

Acquisition Date

September 30, 2021

December 31, 2020

Property

Property Type

Location

Acquisition Date

March 31, 2022

December 31, 2021

Chicago Parking Garage

Other

Chicago, IL

December 23, 2014

13,853

14,000

Chicago Parking Garage

Other

Chicago, IL

December 23, 2014

13,843

13,992

Pioneer Tower

Office

Portland, OR

June 28, 2016

102,748

108,715

Pioneer Tower

Office

Portland, OR

June 28, 2016

102,463

103,529

The Tremont

Residential

Burlington, MA

July 19, 2018

21,417

21,430

The Tremont

Residential

Burlington, MA

July 19, 2018

21,360

21,345

The Huntington

Residential

Burlington, MA

July 19, 2018

10,938

11,549

The Huntington

Residential

Burlington, MA

July 19, 2018

10,630

10,773

Siena Suwanee Town Center

Residential

Suwanee, GA

December 15, 2020

30,675

32,196

Siena Suwanee Town Center

Residential

Suwanee, GA

December 15, 2020

30,456

30,685

Kingston at McLean Crossing

Residential

McLean, VA

December 3, 2021

38,318

36,720

Total

179,631

187,890

Total

217,070

217,044

Summarized Combined Statements of Operations—Unconsolidated Real Estate Affiliates—Equity Method Investments


		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Total revenues	Total revenues	$	5,564	$	3,920	$	15,964	$	12,188	Total revenues	$	7,697	$	5,707
Total operating expenses	Total operating expenses	4,958		4,030		16,394		12,038		Total operating expenses	6,352		6,043
Operating income		$	606	$	(110)	$	(430)	$	150
Operating income (loss)										Operating income (loss)	$	1,345	$	(336)
Interest expense	Interest expense	834		531		2,513		1,599		Interest expense	(1,417)		1,021
Net loss		$	(228)	$	(641)	$	(2,943)	$	(1,449)
Net income (loss)										Net income (loss)	$	2,762	$	(1,357)

Real Estate Fund Investments

NYC Retail Portfolio

On December 8, 2015, a wholly owned subsidiary of ours acquired an approximate 28% interest in a newly formed limited partnership, Madison NYC Core Retail Partners, L.P., which acquired an approximate 49% interest in entities that initially owned 15 retail properties located in the greater New York City area (the “NYC Retail Portfolio”), the result of which is that we own an approximate 14% interest in the NYC Retail Portfolio. The purchase price for such portion was approximately $85,600 including closing costs. As of ~~September 30, 2021,~~March 31, 2022, the NYC Retail Portfolio owned eight retail properties totaling approximately 1,940,000 square feet across urban infill locations in Manhattan, Brooklyn, Queens and New Jersey.

At acquisition we made the election to account for our interest in the NYC Retail Portfolio under the fair value option. This fair value election was made as the investment is in the form of a commingled fund with institutional partners where fair value accounting provides the most relevant information about the financial condition of the investment. We record increases and decreases in our investment each reporting period based on the change in the fair value of the investment as estimated by the general partner. Critical inputs to NAV estimates include valuations of the underlying real estate assets, which incorporate investment-specific assumptions such as discount rates, capitalization rates and rental growth rates. We did not consider adjustments to NAV estimates provided by the general partner, including adjustments for any restrictions to the transferability of ownership interests embedded within the investment agreement to which we are a party, to be necessary based upon (1) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investment level, (2) consideration of market demand for the retail assets held by the venture, and (3) contemplation of real estate and capital markets conditions in

~~the localities in which the venture operates.~~ We have no unfunded commitments. Our investment in the NYC Retail Portfolio is presented on our Consolidated Balance Sheets within real estate fund ~~investment.~~investments. Changes in the fair value of our investment as well as cash distributions received are recorded on our Consolidated Statements of Operations within income from unconsolidated real estate affiliates and fund investments. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the carrying amount of our investment in the NYC Retail Portfolio was ~~$78,004~~$83,427 and ~~$79,192,~~$84,874, respectively. During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, we recorded a decrease in fair value of our investment in the NYC Retail Portfolio of ~~$2,813 and $2,849, respectively~~$1,447 and received no cash distributions. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021, we ~~made a $1,661 capital contribution to Madison NYC Core Retail Partners, L.P. During the three and nine months ended September 30, 2020, we~~ recorded ~~a decrease~~an increase in fair value of our investment in the NYC Retail Portfolio of ~~$2,648 and $14,737, respectively~~$1,081 and received no cash distributions. ~~On March 4, 2020, a retail property in the NYC Retail Portfolio with a square footage of 74,000 was sold and the mortgage loan was extinguished.~~

Single-Family Rental Portfolio

On August 5, 2021, we acquired a 47% interest in a portfolio of approximately 4,000 stabilized single family rental homes located in various markets across the United States, including Atlanta, Dallas, Phoenix, Nashville and Charlotte, among others (the "Single-Family Rental Portfolio"). The portfolio is encumbered by securitized mortgages in a net amount of approximately $760,000 maturing in the fourth quarter of 2025 at a weighted average interest rate of 2.1%. The equity purchase price of our 47% interest was approximately $205,000. We funded the transaction using cash on hand and a draw on our ~~revolving line of credit.~~Revolving Credit Facility.

At acquisition we made the election to account for our interest in the Single-Family Rental Portfolio under the fair value option. As of ~~September 30,~~March 31, 2022 and December 31, 2021, the carrying amount of our investment in the Single-Family Rental Portfolio was ~~$205,172.~~$293,386 and $268,031, respectively. During the three months ended ~~September 30, 2021,~~March 31, 2022, we recorded ~~no change~~an increase in ~~the~~ fair value of our investment in the Single-Family Rental ~~Portfolio.~~Portfolio of $25,355. During the three months ended ~~September 30, 2021,~~March 31, 2022, we received distributions of income totaling ~~$1,771.~~$2,355. This cash distribution of income increased income from unconsolidated real estate affiliates and fund investments.

Summarized Statement of Operations—NYC Retail Portfolio Investment and Single-Family Rental Portfolio—Fair Value Option Investment


		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Total revenue	Total revenue	$	12,747	$	313	$	11,671	$	2,247	Total revenue	$	19,795	$	36

Net investment income (loss)	Net investment income (loss)	4,372		(174)		4,390		736		Net investment income (loss)	7,684		(493)
Net change in unrealized loss on investment in real estate venture		(10,295)		(9,570)		(10,163)		(53,243)
Net loss		$	(5,923)	$	(9,744)	$	(5,773)	$	(52,507)
Net change in unrealized gain on investment in real estate venture										Net change in unrealized gain on investment in real estate venture	66,844		3,907
Net income										Net income	$	74,528	$	3,414

1412

NOTE 5—MORTGAGE NOTES AND OTHER DEBT PAYABLE

Mortgage notes and other debt payable have various maturities through ~~2031~~2032 and consist of the following:


Mortgage notes and other debt payable	Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of				Mortgage notes and other debt payable	Maturity Date	Interest Rate	Amount payable as of
				September 30, 2021		December 31, 2020					March 31, 2022		December 31, 2021
Mortgage notes payable ~~(3)~~(1)	Mortgage notes payable ~~(3)~~(1)	June 1, 2023 - March 1, 2038	1.48% - 5.30%	$	1,079,935	$	771,043	Mortgage notes payable ~~(3)~~(1)	June 1, 2023 - March 1, 2032	1.76% - 5.30%	$	1,278,479	$	1,184,620

Credit facility	Credit facility							Credit facility
Revolving line of credit	Revolving line of credit	May 25, 2024	1.73%	275,000		—		Revolving line of credit	May 25, 2024	1.90%	205,000		300,000
Bridge loan								Bridge loan	June 1, 2022	1.86%	100,000		100,000
Term loans	Term loans	May 24, 2024	3.10%	235,000		100,000		Term loans	May 25, 2024	1.90% - 3.40%	235,000		235,000
TOTAL	TOTAL			$	1,589,935	$	871,043	TOTAL			$	1,818,479	$	1,819,620
Net debt discount on assumed debt and debt issuance costs	Net debt discount on assumed debt and debt issuance costs			(5,009)		(2,941)		Net debt discount on assumed debt and debt issuance costs			(1,523)		(1,956)
Mortgage notes and other debt payable, net	Mortgage notes and other debt payable, net			$	1,584,926	$	868,102	Mortgage notes and other debt payable, net			$	1,816,956	$	1,817,664

South Seattle Distribution Center (4)				$	—	$	17,873

________

(1) During the ~~nine~~three months ending ~~September 30, 2021,~~March 31, 2022, we entered into the following new mortgage notes payable:

•On ~~February 10, 2021,~~March 1, 2022, we entered into a ~~$34,000~~$55,800 mortgage payable on ~~Whitestown~~Reserve at Venice. The mortgage note bears an interest of 2.98% and matures on March 1, 2032.

•On March 1, 2022, we entered into a $40,000 mortgage payable on Friendship Distribution Center. The mortgage note bears an interest rate of ~~2.95%~~SOFR plus 1.75% (2.03% at March 31, 2022) and matures on ~~February 10, 2028.~~

•On March ~~11, 2021, we entered into a $36,030 mortgage payable on Townlake of Coppell. The mortgage note bears an interest rate of 2.41% and matures on April 10, 2028.~~

•~~On April 26, 2021, we entered into a $52,250 mortgage payable on Louisville Distribution Center. The mortgage bears an interest rate of 1.76% and matures on May~~ 1, ~~2026.~~2029.

•~~On May 18, 2021, we entered into a $49,000 mortgage payable on Southeast Phoenix Distribution Center. The mortgage bears an interest rate of 2.70% and matures on June 1, 2028.~~

•On June 30, 2021, we entered into a $39,900 mortgage payable on Princeton North Andover. The mortgage bears an interest rate of LIBOR + 1.55% (1.63% at September 30, 2021) and matures on June 1, 2028.

•On September 10, 2021, we entered into a $32,492 mortgage payable on two industrial buildings. $11,880 is allocated towards the San Marcos property and $20,612 is allocated towards the Fremont property. The mortgage bears an interest rate of LIBOR + 1.40% (1.48% at September 30, 2021) and matures on September 8, 2026.

•~~On September 23, 2021, we entered into a $32,400 mortgage payable on The Preserve at the Meadows. The mortgage bears an interest rate of 2.57% and matures on October 1, 2031.~~

•~~On September 30, 2021, we entered into a $46,310 mortgage payable on The Rockwell. The mortgage bears an interest rate of 2.62% and matures on October 1, 2031.~~

~~(2) During the nine months ending September 30, 2021, we repaid the following mortgage notes payable:~~

•~~On March 8, 2021, we repaid the mortgage note payable related to 140 Park Avenue in the amount of $22,800.~~

•~~On March 17, 2021, we repaid the mortgage note payable related to Monument IV in the amount of $40,000.~~

~~(3) During the nine months ending September 30, 2021, we assumed the following mortgage notes payable:~~

•On September 29, 2021, we assumed a mortgage payable that was originated on May 1, 2016 on Miramont Apartments. The mortgage bears an interest rate of 3.87% for the remaining five- year term. As of September 30, 2021, the balance of the loan was $27,752.

•On September 29, 2021, we assumed a mortgage payable that was originated on May 1, 2016 on Pinecone Apartments. The mortgage bears an interest rate of 3.87% for the remaining five-year term. As of September 30, 2021, the balance of the loan was $25,467.

~~(4) The property associated with this loan was designated as held for sale as of December 31, 2020. The property associated with this loan was sold on January 8, 2021 and the loan was repaid.~~

Aggregate future principal payments of mortgage notes and other debt payable as of ~~September 30, 2021~~March 31, 2022 are as follows:


Year	Year	Amount		Year	Amount
2021		$	1,908
2022	2022	7,812		2022	$	105,869
2023	2023	89,890		2023	89,890
2024	2024	534,917		2024	464,917
2025	2025	192,296		2025	192,296
2026				2026	308,023
Thereafter	Thereafter	763,112		Thereafter	657,484
Total	Total	$	1,589,935	Total	$	1,818,479

Credit Facility

On May 24, 2021, we entered into a credit agreement providing for a $650,000 revolving line of credit and unsecured term loan (collectively, the “Credit Facility”) with a syndicate of eight lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Capital Markets LLC and Wells Fargo Bank, N.A. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $800 million, subject to receipt of lender commitments and other conditions. The $650,000 Credit Facility consists of a $415,000 revolving credit facility (the “Revolving Credit Facility”) and a $235,000 term loan (the “Term Loan”). The Revolving Credit Facility contains a sublimit of $25,000 for letters of credit. The primary interest rate for the Revolving Credit Facility is based on LIBOR, plus a margin ranging from 1.40% to 2.10%, depending on our total leverage ratio. The primary interest rate for the Term Loan is based on LIBOR, plus a margin ranging from 1.35% to 2.05%, depending on our total leverage ratio. The maturity date of the Revolving Credit Facility and the Term Loan is May 24, ~~2025.~~2024. Based on our current total leverage ratio, we can elect to borrow at LIBOR plus 1.45% and LIBOR plus 1.40% 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) LIBOR plus 1.0%, plus (ii) a margin ranging from 0.40% to 1.10% for base rate loans under the Revolving Credit Facility or a margin ranging from 0.35% to 1.05% for base rate loans under the Term Loan. If the “base rate” is less than 1.0%, it will be deemed to be 1.0% for purposes of the Credit Facility. We intend to use the Revolving Credit Facility to cover short-term capital needs, for new property acquisitions and working capital. We may not draw funds on our Credit Facility if we (i) experience a material adverse effect, which is defined to include, among other things, (a) a material adverse effect on the

business, assets, operations or financial condition of the Company taken as a whole; (b) the inability of any loan party to perform any of its obligations under any loan document; or (c) a material adverse effect upon the validity or enforceability of any loan document or (ii) are in default, as that term is defined in the agreement, including a default under certain other loan agreements and/or guarantees entered into by us or our subsidiaries. As of ~~September 30, 2021,~~March 31, 2022, we believe no material adverse effects had occurred. The Credit Facility provides for alternative rate benchmarks in the event that LIBOR is no longer appropriate or available.

~~At September 30,~~On December 10, 2021, we entered into an additional $100,000 short-term bridge loan (the "Bridge Loan") with JPMorgan Chase Bank, N.A. under the same terms as our Credit Facility. The Bridge Loan bears interest at the secured overnight financing rate ("SOFR") plus 1.45% to 2.15% depending on our total leverage ratio. The maturity date of the Bridge Loan is June 10, 2022 and has two, three month extension options. Based on our current total leverage ratio, this borrowing is priced at SOFR plus 1.70%.

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 March 31, 2022, we had ~~$275,000~~$205,000 outstanding under the Revolving Credit Facility at LIBOR + 1.65% ~~and~~, $235,000 outstanding under the Term Loan at LIBOR + 1.60%, and $100,000 outstanding under the Bridge Loan at SOFR +1.70%. We swapped the LIBOR portion on $190,000 of our Term Loan to a blended fixed rate of 1.93% (all in rate of 3.53% at ~~September 30, 2021)~~March 31, 2022) and swapped $90,000 of the Revolving Credit Facility to a fixed rate of 2.64% (all in rate of 4.04%) at ~~September 30, 2021.~~March 31, 2022). The interest rate swap agreements have maturity dates ranging from May 26, 2022 through February 17, 2023.

Covenants

At ~~September 30, 2021,~~March 31, 2022, we were in compliance with all debt covenants.

Debt Issuance Costs

Debt issuance costs are capitalized, and presented net of mortgage notes and other debt payable, and amortized over the terms of the respective agreements as a component of interest expense. Accumulated amortization of debt issuance costs at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 was ~~$7,308~~$8,818 and ~~$6,749,~~$8,024, respectively.

1614

NOTE 6—COMMON STOCK

We have five classes of common stock: Class A, Class M, Class A-I, Class M-I, and Class D. The fees payable to LaSalle Investment Management Distributors, LLC, an affiliate of our Advisor and the dealer manager for our offerings (the "Dealer Manager"), with respect to each outstanding share of each class, as a percentage of NAV, are as follows:

Selling Commission (1)

Dealer Manager Fee (2)

Class A Shares

up to 3.0%

0.85%

Class M Shares

—

0.30%

Class A-I Shares

up to 1.5%

0.30%

Class M-I Shares

—

None

Class D Shares (3)

up to 1.0%

None

________

(1) Selling commissions are paid on the date of sale of our common stock.

(2) We accrue all future dealer manager fees up to the ten percent regulatory limitation as accrued offering costs on our Consolidated Balance Sheets on the date of sale of our common stock. For NAV calculation purposes, dealer manager fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Each Class A, Class M and Class A-I share sold in a public offering will automatically convert into the number of Class M-I shares based on the then-current applicable NAV of each class on the date following the termination of the primary portion of such public offering in which we, with the assistance of the Dealer Manager, determine that total underwriting compensation paid with respect to such public offering equals 10% of the gross proceeds from the primary portion of such public offering.

(3) Shares of Class D common stock are only being offered pursuant to a private offering.

The selling commissions and dealer manager fees are offering costs and are recorded as a reduction of additional paid in capital.

Stock Transactions

The stock transactions for each of our classes of common stock for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 were as follows:


		Shares of Class A Common Stock	Shares of Class M Common Stock	Shares of Class A-I Common Stock	Shares of Class M-I Common Stock	Shares of Class D Common Stock		Shares of Class A Common Stock	Shares of Class M Common Stock	Shares of Class A-I Common Stock	Shares of Class M-I Common Stock	Shares of Class D Common Stock
Balance, December 31, 2020		89,671,096	35,612,156	9,616,299	33,247,001	4,957,915
Balance, December 31, 2021							Balance, December 31, 2021	100,038,362	36,458,191	9,356,309	52,676,693	7,513,281
Issuance of common stock	Issuance of common stock	11,621,561	2,231,314	196,799	14,003,216	2,555,366	Issuance of common stock	5,159,782	1,813,590	46,569	9,266,134	—
Repurchase of common stock	Repurchase of common stock	(5,124,503)	(1,566,243)	(738,450)	(1,893,458)	—	Repurchase of common stock	(617,910)	(411,640)	(67,146)	(443,752)	(1,471,670)
Share conversions	Share conversions	(154,886)	(735,772)	—	887,500	—	Share conversions	(3,273)	(178,956)	—	182,133	—
Balance, September 30, 2021		96,013,268	35,541,455	9,074,648	46,244,259	7,513,281
Balance, March 31, 2022							Balance, March 31, 2022	104,576,961	37,681,185	9,335,732	61,681,208	6,041,611

Stock Issuances

The stock issuances for our classes of common stock, including those issued through our distribution reinvestment plan, for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 were as follows:


		Nine Months Ended September 30, 2021			Three Months Ended March 31, 2022
		# of shares	Amount				# of shares	Amount
Class A Shares	Class A Shares	11,621,561	$	141,017		Class A Shares	5,159,782	$	72,277
Class M Shares	Class M Shares	2,231,314	27,058			Class M Shares	1,813,590	25,361
Class A-I Shares	Class A-I Shares	196,799	2,385			Class A-I Shares	46,569	677
Class M-I Shares	Class M-I Shares	14,003,216	169,339			Class M-I Shares	9,266,134	129,266
Class D Shares	Class D Shares	2,555,366	30,000			Class D Shares	—	—
Total	Total		$	369,799		Total		$	227,581

1715

Share Repurchase Plan

Our share repurchase plan allows stockholders, subject to a one-year holding period, with certain exceptions, to request that we repurchase all or a portion of their shares of common stock on a daily basis at that day's NAV per share, limited to 5% of aggregate Company NAV per quarter. For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we repurchased ~~9,322,654~~3,012,118 shares of common stock in the amount of ~~$111,499.~~$41,266. During the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we repurchased ~~18,597,052~~3,830,592 shares of common stock in the amount of ~~$223,101.~~$44,794.

Distribution Reinvestment Plan

Pursuant to our distribution reinvestment plan, holders of shares of any class of our common stock may elect to have their cash distributions reinvested in additional shares of our common stock at the NAV per share applicable to the class of shares being purchased on the distribution date. For the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we issued ~~3,540,535~~1,217,520 shares of common stock for ~~$43,064~~$17,666 under the distribution reinvestment plan. For the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, we issued ~~4,505,845~~1,161,954 shares of common stock for ~~$53,669~~$13,734 under the distribution reinvestment plan.

Operating Partnership Units

In connection with the ~~acquisition~~acquisitions of Siena Suwanee Town Center and South San Diego Distribution Center, we issued ~~1,217,092~~7,037,257 OP Units to third parties for a total of ~~$14,252.~~$88,925. After a one-year holding period, holders of OP Units generally have the right to cause the operating partnership to redeem all or a portion of their OP Units for, at our sole discretion, shares of our common stock, cash, or a combination of both. During the three months ended March 31, 2022 we did not issue any additional OP Units.

Earnings Per Share

We compute net income per share for Class A, Class M, Class A-I, Class M-I and Class D common stock using the two-class method. Our Advisor may earn a performance fee (see Note 9-Related Party Transactions), which may impact the net income of each class of common stock differently. In periods where no performance fee is recognized in our Consolidated Statements of Operations and Comprehensive Income, the net income per share will be the same for each class of common stock.

Basic and diluted net income per share for each class of common stock is computed using the weighted-average number of common shares outstanding during the period for each class of common stock. We have not issued any dilutive or potentially dilutive securities, and thus the basic and diluted net income per share for a given class of common stock is the same for each period presented.

The following table sets forth the computation of basic and diluted net income per share for each of our Class A, Class M, Class A-I, Class M-I and Class D common stock:


	Three Months Ended March 31, 2022
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net income per share:
Allocation of net income per share before performance fee	$	22,431	$	8,042	$	2,044	$	12,498	$	1,405
Allocation of performance fee	3,793		1,463		353		2,370		236
Total	$	18,638	$	6,579	$	1,691	$	10,128	$	1,169
Weighted average number of common shares outstanding	102,496,685		36,744,790		9,338,376		57,107,329		6,417,704
Basic and diluted net income per share:	$	0.18	$	0.18	$	0.18	$	0.18	$	0.18










	Three Months Ended March 31, 2021
	Class A		Class M		Class A-I		Class M-I		Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee	$	15,464	$	6,060	$	1,659	$	5,916	$	1,006


Weighted average number of common shares outstanding	89,762,121		35,177,589		9,637,799		34,349,467		5,838,096
Basic and diluted net loss per share:	$	0.17	$	0.17	$	0.17	$	0.17	$	0.17

Three Months Ended September 30, 2021
Class A Class M Class A-I Class M-I Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee $ (16,540) $ (6,140) $ (1,651) $ (7,537) $ (1,313)
Allocation of performance fee 6,662 2,635 710 3,463 582
Total $ (23,202) $ (8,775) $ (2,361) $ (11,000) $ (1,895)
Weighted average number of common shares outstanding 94,656,530 35,138,533 9,447,086 43,131,751 7,513,281
Basic and diluted net loss per share: $ (0.25) $ (0.25) $ (0.25) $ (0.26) $ (0.25)
Nine Months Ended September 30, 2021
Class A Class M Class A-I Class M-I Class D
Basic and diluted net income per share:
Allocation of net income per share before performance fee $ 10,649 $ 4,063 $ 1,108 $ 4,450 $ 806
Allocation of performance fee 6,662 2,635 710 3,463 582
Total $ 3,987 $ 1,428 $ 398 $ 987 $ 224
Weighted average number of common shares outstanding 91,944,466 35,082,628 9,569,529 38,424,069 6,961,022
Basic and diluted net income per share: $ 0.04 $ 0.04 $ 0.04 $ 0.03 $ 0.03
Three Months Ended September 30, 2020
Class A Class M Class A-I Class M-I Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee $ (5,346) $ (2,147) $ (579) $ (1,753) $ (297)
Weighted average number of common shares outstanding 89,432,854 35,897,894 9,686,983 29,313,769 4,927,915
Basic and diluted net loss per share: $ (0.06) $ (0.06) $ (0.06) $ (0.06) $ (0.06)
Nine Months ended September 30, 2020
Class A Class M Class A-I Class M-I Class D
Basic and diluted net loss per share:
Allocation of net loss per share before performance fee $ (19,529) $ (8,009) $ (2,213) $ (6,055) $ (1,069)
Weighted average number of common shares outstanding 90,409,712 37,074,115 10,240,781 28,024,648 4,927,915
Basic and diluted net loss per share: $ (0.22) $ (0.22) $ (0.22) $ (0.22) $ (0.22)

Organization and Offering Costs

Organization and offering costs include, but are not limited to, legal, accounting, printing fees and personnel costs of our Advisor attributable to our organization, preparation of the registration statement, registration and qualification of our common stock for sale with the SEC, or in a private placement, and in the various states and filing fees incurred by our Advisor. LaSalle agreed to fund our organization and offering expenses for the Current Public Offering until ~~July 6, 2018,~~December 21, 2021, the day the registration statement was declared effective by the SEC, following which time we commenced reimbursing LaSalle over 36 months. Following the Current Public Offering commencement date, we began paying directly or reimbursing LaSalle if it pays on our behalf any organization and offering costs incurred during the Current Public Offering period (other than selling commissions and dealer manager fees) as and when incurred. After the termination of the Current Public Offering, LaSalle has agreed to reimburse us to the extent that the organization and offering costs that we incur exceed 15% of our gross proceeds from the Current Public Offering. LaSalle agreed to fund our organization and offering expenses for the Third Extended Public Offering which has not yet been declared effective by the SEC. We will begin reimbursing LaSalle over 36 months once the Third Extended Public Offering is declared effective. Organization costs are expensed, whereas offering costs are recorded as a reduction of capital in excess of par value. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, LaSalle had paid ~~$1,551~~$2,244 and ~~$1,138,~~$2,113, respectively, of organization and offering costs on our behalf which we had not yet reimbursed. These costs are included in accrued offering costs on the Consolidated Balance Sheets.

1917

NOTE 7—DST PROGRAM

On October 16, 2019, we, through our operating partnership, initiated the DST Program, and on August 10, 2021, our board of directors approved an increase to raise up to a total of ~~$1,000,000~~$1,000,000 in ~~private~~private placements through the sale of beneficial interests in specific Delaware statutory trusts (“DST”) holding DST Properties, which may be sourced from our existing portfolio or from newly acquired properties sourced from third parties. Each DST Property will be leased back by a wholly owned subsidiary of our operating partnership on a long-term basis of up to ten years pursuant to a master lease agreement. The master lease agreements are expected to be guaranteed by our operating partnership. As compensation for the master lease guarantee, our operating partnership will retain a fair market value purchase option giving it the right, but not the obligation, to acquire the beneficial interests in the DST from the investors at any time after two years from the closing of the applicable DST offering in exchange for OP Units or cash, at our discretion.

The sale of beneficial interests in the DST Property will be accounted for as a failed sale-leaseback transaction due to the fair market value purchase option retained by the operating partnership and as such, the property will remain on our books and records. The proceeds received from each DST offering will be accounted for as a financing obligation on the Consolidated Balance Sheets. Upfront costs for legal work and debt placement costs for the DST totaling ~~$1,857~~$2,162 are accounted for as deferred loan costs and are netted against the financing obligation.

Under the master lease, we are responsible for subleasing the DST Property to tenants, for covering all costs associated with operating the underlying DST Property, and for paying base rent to the DST that owns such property. For financial reporting purposes (and not for income tax purposes), the DST Properties are included in our consolidated financial statements, with the master lease rent payments accounted for using the interest method whereby a portion is accounted for as interest expense and a portion is accounted for as a reduction of the outstanding principal balance of the financing obligation. For the three months ended March 31, 2022 and March 31, 2021, we recorded non-cash interest expense related to the master lease in the amounts of $3,824 and $1,350, respectively. Upon the determination that it is probable that we will exercise the fair market value purchase option, we will recognize additional interest expense or interest income to the financing obligation to account for the difference between the fair value of the property and the outstanding liabilities. We determined that certain properties were probable for exercising the fair market value purchase option and recorded additional non-cash interest expense of $2,567 during the three months ended March 31, 2022. We will remeasure the fair value of these properties at each balance sheet date and adjust the non-cash interest expense recognized over the remaining term of the master lease for any changes in fair value. If we elect to repurchase the property prior to the maturity date of the master lease, we will record the difference between the repurchase amount and the financial obligation as additional non-cash interest expense in the period of repurchase. For financial reporting purposes, the rental revenues and rental expenses associated with the underlying property of each master lease are included in the respective line items on our Consolidated Statements of Operations and Comprehensive Income. The net amount we receive from the underlying DST Properties may be more or less than the amount we pay to the investors in the specific DST and could fluctuate over time.

As of ~~September 30, 2021,~~March 31, 2022, we have sold ~~$300,427~~ $465,408 in interests related to the DST Program. As of ~~September 30, 2021,~~March 31, 2022, the following properties are included in our DST Program:

•The Reserve at Johns Creek,

•Summit at San Marcos,

•Mason Mill Distribution Center,

•San Juan Medical Center,

•The Penfield,

•Milford Crossing,

•Villas at Legacy,

•Montecito Marketplace,

•Whitestown Distribution Center,

•Louisville Airport Distribution Center,

•The Preserve at the Meadows,

•The Rockwell, ~~and~~

•9101 Stony Point ~~Drive.~~Drive,

•Reserve at Venice, and

•Friendship Distribution Center.

2018

NOTE 8—RENTALS UNDER OPERATING LEASES

We receive rental income from operating leases. The minimum future rentals from consolidated properties based on operating leases in place at ~~September 30, 2021~~March 31, 2022 are as follows:


Year	Year	Amount		Year	Amount
2021		$	50,750
2022	2022	156,142		2022	$	212,123
2023	2023	123,646		2023	167,098
2024	2024	103,705		2024	141,643
2025	2025	91,797		2025	123,891
2026				2026	107,261
Thereafter	Thereafter	337,651		Thereafter	380,806
Total	Total	$	863,691	Total	$	1,132,822

Minimum future rentals do not include amounts payable by certain tenants based upon a percentage of their gross sales or as reimbursement of property operating expenses. During the three ~~and nine~~ months ended ~~September 30, 2021,~~March 31, 2022, no ~~individual tenant~~tenants accounted for greater than 10% of minimum base rents.

NOTE 9—RELATED PARTY TRANSACTIONS

Pursuant to our Advisory Agreement with LaSalle, we pay a fixed advisory fee of 1.25% of our NAV calculated daily. The Advisory Agreement allows for a performance fee to be earned for each share class based on the total return of that share class or OP Unit during the calendar year. The performance fee is calculated as 10% of the return in excess of 7% per annum. The term of our Advisory Agreement expires June 5, ~~2022,~~2023, subject to an unlimited number of successive one year renewals.

Fixed advisory fees for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021 were ~~$7,404~~$9,374 and ~~$20,477, respectively. The fixed advisory fees for the three and nine months ended September 30, 2020 were $6,192 and $19,049,~~$6,325, respectively. Performance fees for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 were ~~$14,142.~~$8,484. There were no performance fees for the three ~~and nine~~ months ended ~~September 30, 2020.~~March 31, 2021. Included in Advisor fees payable at ~~September 30, 2021~~March 31, 2022 was ~~$2,512~~$3,393 of fixed advisory fee expense and ~~$14,142~~$8,484 of performance fee expense. Included in Advisor fees payable for the year ended December 31, ~~2020~~2021 was ~~$2,122~~$2,998 of fixed advisory fee ~~expense.~~expense and $36,711 of performance fee expenses.

We pay Jones Lang LaSalle Americas, Inc. (“JLL Americas”), an affiliate of our Advisor, for property management, construction management, leasing, mortgage brokerage and sales brokerage services performed at various properties we own. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, we paid JLL Americas ~~$305~~$419 and ~~$784,~~$166, respectively, for property management and leasing services. ~~For the three and nine months ended September 30, 2020, we paid JLL Americas $163 and $565, respectively, for property management and leasing services~~ During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022, there were no mortgage brokerage fees paid to JLL Americas. During the three months ended March 31, 2021, we paid JLL Americas ~~$0 and $371, respectively,~~$162 in mortgage brokerage fees related to the mortgage ~~notes~~note payable for ~~Louisville Airport Distribution Center and~~ Townlake of Coppell. ~~During the three and nine months ended September 30, 2020, we paid JLL Americas $0 and $75, respectively, in sales brokerage fees.~~

We pay the Dealer Manager selling commissions and dealer manager fees in connection with our offerings. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, we paid the Dealer Manager selling commissions and dealer manager fees totaling ~~$3,167~~$3,762 and ~~$8,718, respectively. For the three and nine months ended September 30, 2020, we paid the Dealer Manager selling commissions and dealer manager fees totaling $2,530 and $8,708,~~$2,614, respectively. A majority of the selling commissions and dealer manager fees are reallowed to participating broker-dealers. Included in accrued offering costs, at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, were ~~$125,123~~$152,529 and ~~$105,770~~$135,663 of future dealer manager fees payable, respectively.

As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we owed ~~$1,551~~$2,244 and ~~$1,138,~~$2,113, respectively, for organization and offering costs paid by LaSalle (see Note 6-Common Stock). These costs are included in accrued offering costs.

LaSalle Investment Management Distributors, LLC also serves as the dealer manager for the DST Program on a “best efforts” basis. Our taxable REIT subsidiary, which is a wholly owned subsidiary of our operating partnership, will pay the Dealer Manager upfront selling commissions, upfront dealer manager fees and placement fees of up to 5.0%, 1.0% and 1.0%, respectively, of the gross purchase price per unit of beneficial interest sold in the DST Program. All upfront selling commissions and upfront dealer manager fees are reallowed to participating broker-dealers. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the taxable REIT subsidiary paid ~~$535~~$125 and ~~$3,278, respectively, to the Dealer Manager. For the three and nine months ended September 30, 2020, the taxable REIT subsidiary paid $662 and $1,574,~~$1,027, respectively, to the Dealer Manager. In addition, the Dealer Manager may receive an ongoing investor servicing fee that is calculated daily on a

continuous basis from year to year equal to 1/365th of (a) 0.25% of the total equity of each outstanding unit of beneficial interest for such day, payable by the DSTs; (b) 0.85% of the NAV of each outstanding Class A OP Unit, 0.30% of the NAV of each outstanding Class M OP Unit or 0.30% of the NAV of each outstanding Class A-I OP Unit for such day issued in connection with our operating partnership's fair market value purchase option, payable by our operating partnership; and (c) 0.85% of the NAV of each outstanding Class A share, 0.30% of the NAV of each outstanding Class M share or 0.30% of the NAV of each outstanding Class A-I share for such

day issued in connection with the investors' redemption right, payable by us. The investor servicing fee may continue for so long as the investor in the DST Program holds beneficial interests, Class A, Class M and Class A-I OP Units or Class A, Class M and Class A-I shares that were issued in connection with the DST Program. No investor servicing fee will be paid on Class M-I OP Units or Class M-I shares. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the DSTs paid ~~$206~~$287 and ~~$510 in investor servicing fees to the Dealer Manager in connection with the DST Program. For the three and nine months ended September 30, 2020, the DSTs paid $28 and $46,~~$126, respectively, in investor servicing fees to the Dealer Manager in connection with the DST Program.

LaSalle also serves as the manager for the DST Program. Each DST pays the manager a management fee equal to a to-be-agreed upon percentage of the total equity of such DST. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the DSTs paid ~~$123~~$184 and ~~$306, respectively, in management fees to our Advisor in connection with the DST Program. For the three and nine months ended September 30, 2020, the DSTs paid $20 and $30,~~$76, respectively, in management fees to our Advisor in connection with the DST Program.

NOTE 10—COMMITMENTS AND CONTINGENCIES

We are involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

From time to time, we have entered into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of ~~$100~~$112 per year until September 30, ~~2021,~~2024, which will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Grand Lakes Marketplace allows the unrelated third party joint venture partner, owning a 10% interest, to put its interest to us at a market determined value.

The operating agreement for 237 Via Vera Cruz, 13500 Danielson Street, 4211 Starboard, 2840 Loaker Avenue and 15890 Bernardo Center Drive allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting July 31, 2024.

The operating agreement for Presley Uptown allows the unrelated third party joint venture partner, owning a 2.5% interest, to put its interest to us at a market determined value starting September 30, 2022 until September 30, 2024.

The operating agreement for 237 Via Vera Cruz, 13500 Danielson Street and 4211 Starboard allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting July 31, 2024.

NOTE 11—SEGMENT REPORTING

We have five reportable operating segments: ~~residential,~~ industrial, office, residential, retail and other properties. Consistent with how our chief operating decision makers evaluate performance and manage our properties, the financial information summarized below is presented by operating segment and reconciled to net income for the three ~~and nine~~ months ended ~~September 30, 2021~~March 31, 2022 and ~~2020.~~2021.

2220


		Industrial		Office		Residential		Retail		Other		Total			Industrial		Office		Residential		Retail		Other		Total
Assets as of September 30, 2021		$	972,035	$	381,716	$	1,119,197	$	569,193	$	23,177	$	3,065,318
Assets as of December 31, 2020		659,870		277,556		788,060		577,588		22,134		2,325,208
Assets as of March 31, 2022														Assets as of March 31, 2022	$	1,324,928	$	476,747	$	1,432,265	$	558,009	$	23,448	$	3,815,397
Assets as of December 31, 2021														Assets as of December 31, 2021	1,352,580		479,306		1,301,454		564,565		23,412		3,721,317

Three Months Ended September 30, 2021
Three Months Ended March 31, 2022														Three Months Ended March 31, 2022

Capital expenditures by segment	Capital expenditures by segment	$	4,118	$	718	$	1,487	$	634	$	—	$	6,957	Capital expenditures by segment	$	1,005	$	1,121	$	—	$	316	$	—	$	2,442

Revenues:	Revenues:													Revenues:
Rental revenue	Rental revenue	$	18,126	$	8,791	$	18,668	$	12,332	$	183	$	58,100	Rental revenue	$	24,886	$	11,332	$	25,061	$	13,615	$	61	$	74,955
Other revenue	Other revenue	66		397		1,546		207		611		2,827		Other revenue	35		286		1,222		72		601		2,216
Total revenues	Total revenues	$	18,192	$	9,188	$	20,214	$	12,539	$	794	$	60,927	Total revenues	$	24,921	$	11,618	$	26,283	$	13,687	$	662	$	77,171
Operating expenses:	Operating expenses:													Operating expenses:
Real estate taxes	Real estate taxes	$	2,629	$	823	$	3,266	$	1,451	$	113	$	8,282	Real estate taxes	$	4,107	$	1,164	$	4,256	$	1,671	$	113	$	11,311
Property operating expenses	Property operating expenses	1,398		1,823		5,834		1,709		183		10,947		Property operating expenses	2,284		2,173		7,212		2,124		208		14,001

Total segment operating expenses	Total segment operating expenses	$	4,027	$	2,646	$	9,100	$	3,160	$	296	$	19,229	Total segment operating expenses	$	6,391	$	3,337	$	11,468	$	3,795	$	321	$	25,312

Reconciliation to net income	Reconciliation to net income													Reconciliation to net income

Property general and administrative	Property general and administrative											$	(470)	Property general and administrative											$	697
Advisor fees	Advisor fees											(21,546)		Advisor fees											17,858
Company level expenses	Company level expenses											(940)		Company level expenses											1,074

Depreciation and amortization	Depreciation and amortization											(23,519)		Depreciation and amortization											32,974

Total operating expenses														Total operating expenses											$	77,915
Other income and (expenses):	Other income and (expenses):													Other income and (expenses):
Interest expense	Interest expense											(11,714)		Interest expense											(17,852)
Loss from unconsolidated real estate affiliates and fund investment												(1,270)
Gain from unconsolidated real estate affiliates and fund investment														Gain from unconsolidated real estate affiliates and fund investment											29,025

Investment income on marketable securities	Investment income on marketable securities											88		Investment income on marketable securities											304
Net realized gain upon sale of marketable securities	Net realized gain upon sale of marketable securities											38		Net realized gain upon sale of marketable securities											79
Net unrealized change in fair value of investment in marketable securities	Net unrealized change in fair value of investment in marketable securities											(1,711)		Net unrealized change in fair value of investment in marketable securities											(2,984)
Gain on disposition of property and extinguishment of debt, net														Gain on disposition of property and extinguishment of debt, net											31,492
Total other income and (expenses)														Total other income and (expenses)											$	40,064
Net income														Net income											$	39,320

Total other income and (expenses)												$	(14,569)
Net loss												$	(19,258)

Reconciliation to total consolidated assets as of September 30, 2021
Reconciliation to total consolidated assets as of March 31, 2022														Reconciliation to total consolidated assets as of March 31, 2022
Assets per reportable segments	Assets per reportable segments											$	3,065,318	Assets per reportable segments											$	3,815,397
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets												674,413
Investment in unconsolidated real estate affiliates, real estate fund investments and corporate level assets														Investment in unconsolidated real estate affiliates, real estate fund investments and corporate level assets											760,830
Total consolidated assets	Total consolidated assets											$	3,739,731	Total consolidated assets											$	4,576,227

Reconciliation to total consolidated assets as of December 31, 2020
Reconciliation to total consolidated assets as of December 31, 2021														Reconciliation to total consolidated assets as of December 31, 2021
Assets per reportable segments	Assets per reportable segments											2,325,208		Assets per reportable segments											3,721,317
Investment in unconsolidated real estate affiliates, real estate fund investment and corporate level assets												333,391
Investment in unconsolidated real estate affiliates, real estate fund investments and corporate level assets														Investment in unconsolidated real estate affiliates, real estate fund investments and corporate level assets											680,929
Total consolidated assets	Total consolidated assets											$	2,658,599	Total consolidated assets											$	4,402,246

2321

Industrial Office Residential Retail Other Total
Three Months Ended September 30, 2020
Capital expenditures by segment $ 837 $ 651 $ 1,067 $ 123 $ — $ 2,678
Revenues:
Rental revenue $ 12,934 $ 6,931 $ 15,594 $ 11,436 $ 75 $ 46,970
Other revenue 134 326 1,030 278 299 2,067
Total revenues $ 13,068 $ 7,257 $ 16,624 $ 11,714 $ 374 $ 49,037
Operating expenses:
   Real estate taxes $ 2,067 $ 875 $ 3,012 $ 1,525 $ 93 $ 7,572
   Property operating expenses 1,062 1,635 5,225 1,879 174 9,975
Total segment operating expenses $ 3,129 $ 2,510 $ 8,237 $ 3,404 $ 267 $ 17,547
Reconciliation to net income
   Property general and administrative $ (728)
   Advisor fees (6,192)
   Company level expenses (693)
   Depreciation and amortization (18,830)
Other income and (expenses):
   Interest expense (8,391)
   Loss from unconsolidated real estate affiliates and fund investment (3,289)
Total other income and (expenses) $ (15,160)
Net loss $ (10,113)

Industrial Office Residential Retail Other Total
Nine Months Ended September 30, 2021
Capital expenditures by segment $ 12,999 $ 2,055 $ 4,103 $ 2,110 $ 16 $ 21,283
Revenues:
   Rental revenue $ 49,331 $ 23,788 $ 51,451 $ 36,523 $ 276 $ 161,369
   Other revenue 128 1,212 4,424 383 2,038 8,185
Total revenues $ 49,459 $ 25,000 $ 55,875 $ 36,906 $ 2,314 $ 169,554
Operating expenses:
   Real estate taxes $ 7,606 $ 2,451 $ 9,443 $ 4,723 $ 350 $ 24,573
   Property operating expenses 3,894 4,878 15,768 5,952 560 31,052
Total segment operating expenses $ 11,500 $ 7,329 $ 25,211 $ 10,675 $ 910 $ 55,625
Reconciliation to net income
   Property general and administrative $ (946)
   Advisor fees (34,620)
   Company level expenses (3,123)
   Depreciation and amortization (64,682)
Other income and (expenses):
   Interest expense (31,264)
   Loss from unconsolidated real estate affiliates and fund investments (4,021)
   Investment income on marketable securities 88
   Net realized gain upon sale of marketable securities 38
   Net unrealized change in fair value of investment in marketable securities (1,711)
   Gain on disposition of property and extinguishment of debt, net 33,422
Total other income and (expenses) $ (3,448)
Net income $ 7,198
Industrial Office Residential Retail Other Total
Nine Months Ended September 30, 2020
Capital expenditures by segment $ 1,652 $ 2,112 $ 2,796 $ 972 $ — $ 7,532
Revenues:
   Rental revenue $ 36,816 $ 20,244 $ 47,874 $ 34,218 $ 218 $ 139,370
   Other revenue 323 983 2,543 490 904 5,243
Total revenues $ 37,139 $ 21,227 $ 50,417 $ 34,708 $ 1,122 $ 144,613
Operating expenses:
   Real estate taxes $ 6,193 $ 2,581 $ 8,845 $ 4,535 $ 265 $ 22,419
   Property operating expenses 3,045 4,289 14,278 5,408 534 27,554
Total segment operating expenses $ 9,238 $ 6,870 $ 23,123 $ 9,943 $ 799 $ 49,973
Reconciliation to net income
   Property general and administrative $ (3,609)
   Advisor fees (19,049)
   Company level expenses (2,241)
   Depreciation and amortization (56,450)
Other income and (expenses):
   Interest expense (32,191)
   Loss from unconsolidated real estate affiliates and fund investments (16,186)
   Gain on disposition of property and extinguishment of debt, net (1,772)
Total other income and (expenses) $ (50,149)
Net loss $ (36,858)


	Industrial		Office		Residential		Retail		Other		Total
Three Months Ended March 31, 2021

Capital expenditures by segment	$	433	$	710	$	2,975	$	512	$	16	$	4,646

Revenues:
Rental revenue	$	15,226	$	7,572	$	15,848	$	12,053	$	32	$	50,731
Other revenue	5		372		759		83		631		1,850
Total revenues	$	15,231	$	7,944	$	16,607	$	12,136	$	663	$	52,581
Operating expenses:
Real estate taxes	$	2,459	$	767	$	3,112	$	1,633	$	115	$	8,086
Property operating expenses	1,354		1,487		4,830		2,046		194		9,911

Total segment operating expenses	$	3,813	$	2,254	$	7,942	$	3,679	$	309	$	17,997


Reconciliation to net income
Property general and administrative											$	660
Advisor fees											6,325
Company level expenses											1,193


Depreciation and amortization											19,945
Total operating expenses											$	46,120
Other income and (expenses):
Interest expense											(9,262)

Loss from unconsolidated real estate affiliates and fund investment											(339)

Gain on disposition of property and extinguishment of debt, net											33,422
Total other income and (expenses)											$	23,821
Net Income											$	30,282

NOTE 12—INVESTMENT IN MARKETABLE SECURITIES

The following is a summary of our investment in marketable securities held as of ~~September 30,~~March 31, 2022 and December 31, 2021, which consisted entirely of stock of publicly traded REITs.


	~~September 30, 2021~~
~~Investment in marketable securities - cost~~	$	~~29,888~~
~~Unrealized gains~~	83
~~Unrealized losses~~	~~(1,794)~~
~~Net unrealized loss~~	~~(1,711)~~
~~Investment in marketable securities - fair value~~	$	~~28,177~~


	March 31, 2022		December 31, 2021
Investment in marketable securities - cost	$	40,650	40,273
Unrealized gains	1,312		3,161
Unrealized losses	(1,363)		(228)
Net unrealized (loss) gain	(51)		2,933
Investment in marketable securities - fair value	$	40,599	$	43,206

Upon the sale of a particular security, the realized net gain or loss is computed assuming the shares purchased first are sold first. During the three months ended ~~September 30, 2021,~~March 31, 2022, marketable securities sold generated proceeds of ~~$1,320,~~$4,348, resulting in realized gains of ~~$38,~~$157, and no realized ~~losses.~~

losses of $78.

2522

NOTE 13—SUBSEQUENT EVENTS

On ~~October 7, 2021,~~April 8, 2022, we acquired ~~North Tampa Surgery Center, a 13,000 square foot life sciences property located in Odessa, Florida for approximately $8,500. The acquisition was funded with cash on hand.~~

~~On October 20, 2021, we acquired Friendship~~Northeast Atlanta Distribution Center, a ~~650,000~~459,000 square foot industrial property located in ~~Buford, Georgia~~Jefferson, GA for approximately ~~$95,000. The acquisition was funded with cash on hand.~~$54,100.

On ~~October~~April 28, ~~2021,~~2022, we entered into a credit agreement providing for a $1,000,000 revolving line of credit and unsecured term loan (collectively, the “Credit Facility”) with a syndicate of nine lenders led by JPMorgan Chase Bank, N.A., Bank of America, N.A., PNC Capital Markets LLC, Wells Fargo Securities, LLC and Capital One, National Association. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $1,300,000, subject to receipt of lender commitments and other conditions. The $1,000,000 Credit Facility consists of a $600,000 revolving credit facility (the “Revolving Credit Facility”) and a $400,000 term loan (the “Term Loan”). The primary interest rate for the Revolving Credit Facility is based on one-month SOFR plus 0.10% (“Adjusted Term SOFR”), plus a margin ranging from 1.30% to 2.00%, depending on our total leverage ratio. The primary interest rate for the Term Loan is based on Adjusted Term SOFR, plus a margin ranging from 1.25% to 1.95%, depending on our total leverage ratio. The maturity date of the Revolving Credit Facility 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) Adjusted Term SOFR plus 1.0%, plus (ii) a margin ranging from 0.30% to 1.00% for base rate loans under the Revolving Credit Facility or a margin ranging from 0.25% to 0.95% for base rate loans under the Term Loan. If the “base rate” is less than 1.0%, it will be deemed to be 1.0% for purposes of the Credit Facility.

On April 29, 2022, we acquired ~~South San Diego Distribution~~Flagstaff Medical Center, a ~~655,000~~26,000 square foot ~~industrial~~medical office property located in ~~San Diego, California~~Flagstaff, AZ for approximately $158,500. We assumed a $72,500 mortgage note payable that bears an interest rate of 3.18% and matures on January 31, 2031. The acquisition was funded as an UPREIT transaction in which we issued OP Units and funded with cash on hand.$17,200.

On ~~November 9, 2021,~~May 10, 2022, our board of directors approved a gross dividend for the ~~third~~second quarter of ~~2021~~2022 of ~~$0.135~~$0.14 per share to stockholders of record as of ~~December 23, 2021.~~June 28, 2022. The dividend will be paid on or around ~~December 30, 2021.~~June 29, 2022. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive ~~$0.135~~$0.14 per share, less applicable class-specific fees, if any.

On May 10, 2022, we renewed our Advisory Agreement for a one-year term expiring on June 5, 2023, without any other changes.

* * * * * *

2623


Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations.

$ in thousands, except per share amounts

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q ("Form 10-Q") may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), regarding, among other things, our plans, strategies and prospects, both business and financial. Forward-looking statements include, but are not limited to, statements that represent our beliefs concerning future operations, strategies, financial results or other developments. Forward-looking statements can be identified by the use of forward-looking terminology such as, but not limited to, “may,” “should,” “expect,” “anticipate,” “estimate,” “would be,” “believe,” or “continue” or the negative or other variations of comparable terminology. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this Form 10-Q is filed with the SEC. Except as required by law, we do not undertake to update or revise any forward-looking statements contained in this Form 10-Q. Important factors that could cause actual results to differ materially from the forward-looking statements are disclosed in “Item 1A. Risk Factors,” “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our ~~2020~~2021 Form 10-K and our periodic reports filed with the SEC.

Management Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand our results of operations and financial condition. This MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the accompanying notes to the consolidated financial statements appearing elsewhere in this Form 10-Q. All references to numbered Notes are to specific notes to our consolidated financial statements beginning on page 7 of this Form 10-Q, and the descriptions referred to are incorporated into the applicable portion of this section by reference. References to “base rent” in this Form 10-Q refer to cash payments made under the relevant lease(s), excluding real estate taxes and certain property operating expenses that are paid by us and are recoverable under the relevant lease(s) and exclude adjustments for straight-line rent revenue and above- and below-market lease amortization.

The discussions surrounding our ~~Consolidated Properties~~portfolio of properties refer to our ~~wholly or majority owned and controlled properties,~~Consolidated Properties, including our DST Properties, ~~which as of September 30, 2021, were comprised of:~~

~~Industrial~~

•~~Kendall Distribution Center,~~

•~~Norfleet Distribution Center,~~

•~~Suwanee Distribution Center,~~

•~~3325 Trinity Boulevard,~~

•~~Charlotte Distribution Center,~~

•~~DFW Distribution Center,~~

•~~O'Hare Industrial Portfolio,~~

•~~Tampa Distribution Center,~~

•~~Aurora Distribution Center,~~

•~~Valencia Industrial Portfolio,~~

•~~Pinole Point Distribution Center,~~

•~~Mason Mill Distribution Center,~~

•~~Fremont Distribution Center,~~

•~~3324 Trinity Boulevard,~~

•~~Taunton Distribution Center,~~

•~~Chandler Distribution Center,~~

•~~Fort Worth Distribution Center (acquired in 2020),~~

•~~Whitestown Distribution Center (acquired in 2020),~~

•~~Louisville Distribution Center (acquired in 2021),~~

•~~Southeast Phoenix Distribution Center (acquired in 2021),~~

•~~Louisville Airport Distribution Center (acquired in 2021),~~

•~~237 Via Vera Cruz (acquired in 2021),~~

•~~4211 Starboard Drive (acquired in 2021),~~

•~~5 National Way (acquired 2021)~~ and

•~~47 National Way (acquired in 2021).~~

~~Office~~

•~~Monument IV at Worldgate,~~

•~~140 Park Avenue,~~

•~~San Juan Medical Center,~~

•~~Genesee Plaza,~~

•~~Fountainhead Corporate Park (acquired in 2020),~~

•~~170 Park Avenue (acquired in 2021), and~~

•~~9101 Stony Point Drive (acquired in 2021).~~

~~Residential~~

•~~The Edge at Lafayette,~~

•~~Townlake of Coppell,~~

•~~AQ Rittenhouse,~~

•~~Lane Parke Apartments,~~

•~~Dylan Point Loma,~~

•~~The Penfield,~~

•~~180 North Jefferson,~~

•~~Jory Trail at the Grove,~~

•~~The Reserve at Johns Creek,~~

•~~Villas at Legacy,~~

•~~Stonemeadow Farms,~~

•~~Summit at San Marcos,~~

•~~Presley Uptown,~~

•~~Princeton North Andover (acquired in 2021),~~

•~~The Preserve at the Meadows (acquired in 2021),~~

•~~The Rockwell (acquired 2021),~~

•~~Miramont Apartments (acquired 2021), and~~

•~~Pinecone Apartments (acquired 2021).~~

~~Retail~~

•~~The District at Howell Mill,~~

•~~Grand Lakes Marketplace,~~

•~~Oak Grove Plaza,~~

•~~Rancho Temecula Town Center,~~

•~~Skokie Commons,~~

•~~Whitestone Market,~~

•~~Maui Mall,~~

•~~Silverstone Marketplace,~~

•~~Kierland Village Center,~~

•~~Timberland Town Center,~~

•~~Montecito Marketplace, and~~

•~~Milford Crossing (acquired in 2020).~~

~~Other~~

•~~South Beach Parking Garage.~~

~~Sold Properties~~

•~~24823 Anza Drive (sold in 2020), and~~

•~~South Seattle Distribution Center (sold in 2021).~~

~~Discussions surrounding~~ our Unconsolidated Properties ~~refer to the following properties as of September 30, 2021:~~


~~Property~~						~~Property Type~~
~~Chicago Parking Garage~~						~~Parking~~
~~NYC Retail Portfolio(1)~~						~~Retail~~
~~Pioneer Tower~~						~~Office~~
~~The Tremont~~						~~Residential~~
~~The Huntington~~						~~Residential~~
~~Siena Suwanee Town Center~~ ~~(2)~~						~~Residential~~
~~Single-Family Rental Portfolio~~ ~~(1) (3)~~						~~Residential~~

~~________~~

~~(1) We have elected the fair value option to account for this investment.~~

~~(2) Investment was acquired on December 15, 2020.~~

~~(3) Investment was acquired on August 5, 2021.~~which can be found below (see Item 2 - Properties).

Our primary business is the ownership and management of a diversified portfolio of industrial, office, residential, retail and other properties primarily located in the United States. The residential sector includes apartment properties and ~~single family~~single-family rental homes. It is expected that over time our real estate portfolio will be further diversified on a global basis and will be further complemented by investments in real estate-related assets.

We are managed by our Advisor, LaSalle Investment Management, Inc., a subsidiary of our Sponsor, Jones Lang LaSalle Incorporated (NYSE: JLL), a leading global financial and professional services firm that specializes in commercial real estate and investment management. We hire property management and leasing companies to provide the on-site, day-to-day management and leasing services for our properties. When selecting a property management or leasing company for one of our properties, we look for service providers that have a strong local market or industry presence, create portfolio efficiencies, have the ability to develop new business for us and will provide a strong internal control environment that will comply with our Sarbanes-Oxley Act of 2002 internal control requirements. We currently use a mix of property management and leasing service providers that include large national real estate service firms, including an affiliate of our Advisor and smaller local firms.

We seek to minimize risk and maintain stability of income and principal value through broad diversification across property sectors and geographic markets and by balancing tenant lease expirations and debt maturities across the real estate portfolio. Our diversification goals also take into account investing in sectors or regions we believe will create returns consistent with our investment objectives. Under normal conditions, we intend to pursue investments principally in well-located, well-leased properties within the industrial, office, residential, retail and other sectors. We expect to actively manage the mix of properties and markets over time in response to changing operating fundamentals within each property sector and to changing economies and real estate markets in the geographic areas considered for investment. When consistent with our investment objectives, we also seek to maximize the tax efficiency of our investments through like-kind exchanges and other tax planning strategies.

The following charts summarize our portfolio diversification by property sector and geographic region based upon the fair value of our properties. These tables provide examples of how our Advisor evaluates our real estate portfolio when making investment decisions.

Estimated Percent of Fair Value as of ~~September 30, 2021:~~March 31, 2022:

3025

Our investments are not materially impacted by seasonality, despite certain of our retail tenants being impacted by seasonality. Percentage rents (rents computed as a percentage of tenant sales) that we earn from investments in retail properties may, in the future, be impacted by seasonality.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions. These estimates and assumptions impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. For example, significant estimates and assumptions have been made with respect to the useful lives of assets, recoverable amounts of receivables, fair value of derivatives and real estate assets, initial valuations and related amortization periods of deferred costs and intangibles, particularly with respect to property acquisitions. Actual results could differ from those estimates.

Critical Accounting Policies

This MD&A is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. Management bases its estimates on historical experience and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe there have been no significant changes during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 to the items that we disclosed as our critical accounting policies and estimates under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2020~~2021 Form 10-K.

Initial Valuations and Estimated Useful Lives or Amortization Periods for Real Estate Investments and Intangibles

These estimates are particularly important as they are used for the allocation of purchase price between building, land and other identifiable intangibles, including above, below and at-market leases. As a result, the impact of these estimates on our operations could be substantial. Significant differences in annual depreciation or amortization expense may result from the differing useful life or amortization periods related to such purchased assets and liabilities.

Impairment of Long-Lived Assets

Our estimate of the expected future cash flows used in testing for impairment is subjective and based on, among other things, our estimates regarding future market conditions, rental rates, occupancy levels, costs of tenant improvements, leasing commissions and other tenant concessions, assumptions regarding the residual value of our properties at the end of our anticipated holding period, discount rates and the length of our anticipated holding period. These assumptions could differ materially from actual results. If changes in our strategy or the market conditions result in a reduction in the holding period and an earlier sale date, an impairment loss could be recognized and such loss could be material. No such strategy changes or market conditions have been identified as of ~~September 30, 2021.~~March 31, 2022.

Collectibility of Rental Revenue

Individual leases are evaluated for collectibility at each reporting period. We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenants' payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached.

3126

Properties

Properties owned at ~~September 30, 2021,~~March 31, 2022, including DST Properties, are as follows:


						Percentage Leased as of September 30, 2021						Percentage Leased as of March 31, 2022
Property Name	Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet		Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
Consolidated Properties:	Consolidated Properties:						Consolidated Properties:
Industrial Segment:	Industrial Segment:						Industrial Segment:
Kendall Distribution Center	Kendall Distribution Center	Atlanta, GA	June 30, 2005	100%	409,000	100%	Kendall Distribution Center	Atlanta, GA	June 30, 2005	100%	409,000	100%
Norfleet Distribution Center		Kansas City, MO	February 27, 2007	100	702,000	100
Suwanee Distribution Center	Suwanee Distribution Center	Suwanee, GA	June 28, 2013	100	559,000	100	Suwanee Distribution Center	Suwanee, GA	June 28, 2013	100	559,000	100
Grand Prairie Distribution Center	Grand Prairie Distribution Center						Grand Prairie Distribution Center
3325 West Trinity Boulevard	3325 West Trinity Boulevard	Grand Prairie, TX	January 22, 2014	100	277,000	100	3325 West Trinity Boulevard	Grand Prairie, TX	January 22, 2014	100	277,000	100
3324 West Trinity Boulevard	3324 West Trinity Boulevard	Grand Prairie, TX	May 31, 2019	100	145,000	100	3324 West Trinity Boulevard	Grand Prairie, TX	May 31, 2019	100	145,000	100
Charlotte Distribution Center	Charlotte Distribution Center	Charlotte, NC	June 27, 2014	100	347,000	100	Charlotte Distribution Center	Charlotte, NC	June 27, 2014	100	347,000	100
DFW Distribution Center	DFW Distribution Center						DFW Distribution Center
4050 Corporate Drive	4050 Corporate Drive	Grapevine, TX	April 15, 2015	100	441,000	100	4050 Corporate Drive	Grapevine, TX	April 15, 2015	100	441,000	100
4055 Corporate Drive	4055 Corporate Drive	Grapevine, TX	April 15, 2015	100	202,000	100	4055 Corporate Drive	Grapevine, TX	April 15, 2015	100	202,000	89
O'Hare Industrial Portfolio	O'Hare Industrial Portfolio						O'Hare Industrial Portfolio
200 Lewis	200 Lewis	Wood Dale, IL	September 30, 2015	100	31,000	100	200 Lewis	Wood Dale, IL	September 30, 2015	100	31,000	100
1225 Michael Drive	1225 Michael Drive	Wood Dale, IL	September 30, 2015	100	109,000	100	1225 Michael Drive	Wood Dale, IL	September 30, 2015	100	109,000	100
1300 Michael Drive	1300 Michael Drive	Wood Dale, IL	September 30, 2015	100	71,000	100	1300 Michael Drive	Wood Dale, IL	September 30, 2015	100	71,000	100
1301 Mittel Drive	1301 Mittel Drive	Wood Dale, IL	September 30, 2015	100	53,000	100	1301 Mittel Drive	Wood Dale, IL	September 30, 2015	100	53,000	100
1350 Michael Drive	1350 Michael Drive	Wood Dale, IL	September 30, 2015	100	56,000	100	1350 Michael Drive	Wood Dale, IL	September 30, 2015	100	56,000	100
2501 Allan Drive	2501 Allan Drive	Elk Grove, IL	September 30, 2015	100	198,000	100	2501 Allan Drive	Elk Grove, IL	September 30, 2015	100	198,000	100
2601 Allan Drive	2601 Allan Drive	Elk Grove, IL	September 30, 2015	100	124,000	100	2601 Allan Drive	Elk Grove, IL	September 30, 2015	100	124,000	100
Tampa Distribution Center	Tampa Distribution Center	Tampa, FL	April 11, 2016	100	386,000	100	Tampa Distribution Center	Tampa, FL	April 11, 2016	100	386,000	100
Aurora Distribution Center	Aurora Distribution Center	Aurora, IL	May 19, 2016	100	305,000	100	Aurora Distribution Center	Aurora, IL	May 19, 2016	100	305,000	100
Valencia Industrial Portfolio:	Valencia Industrial Portfolio:						Valencia Industrial Portfolio:
28150 West Harrison Parkway	28150 West Harrison Parkway	Valencia, CA	June 29, 2016	100	87,000	100	28150 West Harrison Parkway	Valencia, CA	June 29, 2016	100	87,000	100
28145 West Harrison Parkway	28145 West Harrison Parkway	Valencia, CA	June 29, 2016	100	114,000	100	28145 West Harrison Parkway	Valencia, CA	June 29, 2016	100	114,000	100
28904 Paine Avenue	28904 Paine Avenue	Valencia, CA	June 29, 2016	100	117,000	61	28904 Paine Avenue	Valencia, CA	June 29, 2016	100	117,000	100
25045 Tibbitts Avenue	25045 Tibbitts Avenue	Santa Clarita, CA	June 29, 2016	100	142,000	100	25045 Tibbitts Avenue	Santa Clarita, CA	June 29, 2016	100	142,000	100
Pinole Point Distribution Center:	Pinole Point Distribution Center:						Pinole Point Distribution Center:
6000 Giant Road	6000 Giant Road	Richmond, CA	September 8, 2016	100	225,000	100	6000 Giant Road	Richmond, CA	September 8, 2016	100	225,000	100
6015 Giant Road	6015 Giant Road	Richmond, CA	September 8, 2016	100	252,000	100	6015 Giant Road	Richmond, CA	September 8, 2016	100	252,000	100
6025 Giant Road	6025 Giant Road	Richmond, CA	December 29, 2016	100	41,000	100	6025 Giant Road	Richmond, CA	December 29, 2016	100	41,000	100
Mason Mill Distribution Center	Mason Mill Distribution Center	Buford, GA	December 20, 2017	100	340,000	100	Mason Mill Distribution Center	Buford, GA	December 20, 2017	100	340,000	100
Fremont Distribution Center	Fremont Distribution Center						Fremont Distribution Center
45275 Northport Court	45275 Northport Court	Fremont, CA	March 29, 2019	100	117,000	100	45275 Northport Court	Fremont, CA	March 29, 2019	100	117,000	100
45630 Northport Loop East	45630 Northport Loop East	Fremont, CA	March 29, 2019	100	120,000	100	45630 Northport Loop East	Fremont, CA	March 29, 2019	100	120,000	100
Taunton Distribution Center	Taunton Distribution Center	Taunton, MA	August 23, 2019	100	200,000	100	Taunton Distribution Center	Taunton, MA	August 23, 2019	100	200,000	100
Chandler Distribution Center	Chandler Distribution Center						Chandler Distribution Center
1725 East Germann Road	1725 East Germann Road	Chandler, AZ	December 5, 2019	100	122,000	100	1725 East Germann Road	Chandler, AZ	December 5, 2019	100	122,000	100
1825 East Germann Road	1825 East Germann Road	Chandler, AZ	December 5, 2019	100	89,000	92	1825 East Germann Road	Chandler, AZ	December 5, 2019	100	89,000	100
Fort Worth Distribution Center	Fort Worth Distribution Center	Fort Worth, TX	October 23, 2020	100	351,000	100	Fort Worth Distribution Center	Fort Worth, TX	October 23, 2020	100	351,000	100
Whitestown Distribution Center	Whitestown Distribution Center						Whitestown Distribution Center
4993 Anson Boulevard	4993 Anson Boulevard	Whitestown, IN	December 11, 2020	100	280,000	100	4993 Anson Boulevard	Whitestown, IN	December 11, 2020	100	280,000	100
5102 E 500 South	5102 E 500 South	Whitestown, IN	December 11, 2020	100	440,000	100	5102 E 500 South	Whitestown, IN	December 11, 2020	100	440,000	100
Louisville Distribution Center	Louisville Distribution Center	Shepherdsville, KY	January 21, 2021	100	1,040,000	100	Louisville Distribution Center	Shepherdsville, KY	January 21, 2021	100	1,040,000	100
Southeast Phoenix Distribution Center	Southeast Phoenix Distribution Center						Southeast Phoenix Distribution Center
6511 West Frye Road							6511 West Frye Road	Chandler, AZ	February 23, 2021	100	102,000	100

3227


						Percentage Leased as of September 30, 2021						Percentage Leased as of March 31, 2022
Property Name	Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet		Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
6511 West Frye Road		Chandler, AZ	February 23, 2021	100	102,000	100
6565 West Frye Road	6565 West Frye Road	Chandler, AZ	February 23, 2021	100	118,000	100	6565 West Frye Road	Chandler, AZ	February 23, 2021	100	118,000	100
6615 West Frey Road	6615 West Frey Road	Chandler, AZ	February 23, 2021	100	136,000	100	6615 West Frey Road	Chandler, AZ	February 23, 2021	100	136,000	100
6677 West Frye Road	6677 West Frye Road	Chandler, AZ	February 23, 2021	100	118,000	100	6677 West Frye Road	Chandler, AZ	February 23, 2021	100	118,000	100
Louisville Airport Distribution Center	Louisville Airport Distribution Center	Louisville, KY	June 24, 2021	100	284,000	100	Louisville Airport Distribution Center	Louisville, KY	June 24, 2021	100	284,000	100
237 Via Vera Cruz (1)	237 Via Vera Cruz (1)	San Marcos, CA	July 2, 2021	95	66,000	100	237 Via Vera Cruz (1)	San Marcos, CA	July 2, 2021	95	66,000	100
13500 Danielson Street (1)	13500 Danielson Street (1)	Poway, CA	July 2, 2021	95	73,000	100	13500 Danielson Street (1)	Poway, CA	July 2, 2021	95	73,000	100
4211 Starboard Drive (1)	4211 Starboard Drive (1)	Fremont, CA	July 9, 2021	95	130,000	100	4211 Starboard Drive (1)	Fremont, CA	July 9, 2021	95	130,000	100
5 National Way	5 National Way	Durham, NC	September 28, 2021	100	188,000	100	5 National Way	Durham, NC	September 28, 2021	100	188,000	100
47 National Way	47 National Way	Durham, NC	September 28, 2021	100	187,000	100	47 National Way	Durham, NC	September 28, 2021	100	187,000	100
Friendship Distribution Center							Friendship Distribution Center
4627 Distribution Pkwy							4627 Distribution Pkwy	Buford, GA	October 20, 2021	100	126,000	100
4630 Distribution Pkwy							4630 Distribution Pkwy	Buford, GA	October 20, 2021	100	149,000	100
4646 Distribution Pkwy							4646 Distribution Pkwy	Buford, GA	October 20, 2021	100	102,000	100
4651 Distribution Pkwy							4651 Distribution Pkwy	Buford, GA	October 20, 2021	100	272,000	100
South San Diego Distribution Center							South San Diego Distribution Center
2001 Sanyo Avenue							2001 Sanyo Avenue	San Diego, CA	October 28, 2021	100	320,000	100
2055 Sanyo Avenue							2055 Sanyo Avenue	San Diego, CA	October 28, 2021	100	209,000	87
2065 Sanyo Avenue							2065 Sanyo Avenue	San Diego, CA	October 28, 2021	100	136,000	100
1755 Britannia Drive							1755 Britannia Drive	Elgin, IL	November 16, 2021	100	80,000	100
2451 Bath Road							2451 Bath Road	Elgin, IL	November 16, 2021	100	327,000	100
687 Conestoga Parkway							687 Conestoga Parkway	Shepardsville, KY	November 17, 2021	100	327,000	100
2840 Loker Avenue							2840 Loker Avenue	Carlsbad, CA	November 30, 2021	95	104,000	100
15890 Bernardo Center Drive							15890 Bernardo Center Drive	San Diego, CA	November 30, 2021	95	48,000	100
Office Segment:	Office Segment:						Office Segment:
Monument IV at Worldgate	Monument IV at Worldgate	Herndon, VA	August 27, 2004	100%	228,000	100%	Monument IV at Worldgate	Herndon, VA	August 27, 2004	100%	228,000	100%
140 Park Avenue	140 Park Avenue	Florham Park, NJ	December 21, 2015	100	100,000	100	140 Park Avenue	Florham Park, NJ	December 21, 2015	100	100,000	100
San Juan Medical Center	San Juan Medical Center	San Juan Capistrano, CA	April 1, 2016	100	40,000	97	San Juan Medical Center	San Juan Capistrano, CA	April 1, 2016	100	40,000	100
Genesee Plaza	Genesee Plaza						Genesee Plaza
9333 Genesee Ave	9333 Genesee Ave	San Diego, CA	July 2, 2019	100	80,000	89	9333 Genesee Ave	San Diego, CA	July 2, 2019	100	80,000	78
9339 Genesee Ave	9339 Genesee Ave	San Diego, CA	July 2, 2019	100	81,000	88	9339 Genesee Ave	San Diego, CA	July 2, 2019	100	81,000	91
Fountainhead Corporate Park	Fountainhead Corporate Park						Fountainhead Corporate Park
Fountainhead Corporate Park I	Fountainhead Corporate Park I	Tempe, AZ	February 6, 2020	100	167,000	99	Fountainhead Corporate Park I	Tempe, AZ	February 6, 2020	100	167,000	100
Fountainhead Corporate Park II	Fountainhead Corporate Park II	Tempe, AZ	February 6, 2020	100	128,000	97	Fountainhead Corporate Park II	Tempe, AZ	February 6, 2020	100	128,000	100
170 Park Avenue	170 Park Avenue	Florham Park, NJ	February 2, 2021	100	147,000	100	170 Park Avenue	Florham Park, NJ	February 2, 2021	100	147,000	100
9101 Stony Point Drive	9101 Stony Point Drive	Richmond, VA	September 15, 2021	100	87,000	100	9101 Stony Point Drive	Richmond, VA	September 15, 2021	100	87,000	100
North Tampa Surgery Center							North Tampa Surgery Center	Odessa, FL	October 8, 2021	100	13,000	100
Duke Medical Center							Duke Medical Center	Durham, NC	December 23, 2021	100	60,000	96
KC Medical Office Portfolio							KC Medical Office Portfolio
8600 NE 82nd Street							8600 NE 82nd Street	Kansas City, MO	December 23, 2021	100	11,000	100
1203 SW 7 Highway							1203 SW 7 Highway	Blue Springs, MO	December 23, 2021	100	10,000	100
Roeland Park Medical Office							Roeland Park Medical Office	Roeland Park, KS	December 28, 2021	100	30,000	100
South Reno Medical Center							South Reno Medical Center	Reno, NV	December 28, 2021	100	32,000	100
Sugar Land Medical Plaza							Sugar Land Medical Plaza	Sugar Land, TX	December 30, 2021	100	37,000	100

Residential Segment:	Residential Segment:						Residential Segment:
The Edge at Lafayette		Lafayette, LA	January 15, 2008	100%	207,000	83%
Townlake of Coppell	Townlake of Coppell	Coppell, TX	May 22, 2015	100	351,000	94	Townlake of Coppell	Coppell, TX	May 22, 2015	100	351,000	95
AQ Rittenhouse	AQ Rittenhouse	Philadelphia, PA	July 30, 2015	100	92,000	95	AQ Rittenhouse	Philadelphia, PA	July 30, 2015	100	92,000	98
Lane Parke Apartments	Lane Parke Apartments	Mountain Brook, AL	May 26, 2016	100	263,000	95	Lane Parke Apartments	Mountain Brook, AL	May 26, 2016	100	263,000	90
Dylan Point Loma		San Diego, CA	August 9, 2016	100	204,000	99
The Penfield		St. Paul, MN	September 22, 2016	100	245,000	95
180 North Jefferson		Chicago, IL	December 1, 2016	100	217,000	96
Jory Trail at the Grove		Wilsonville, OR	July 14, 2017	100	315,000	95
The Reserve at Johns Creek		Johns Creek, GA	July 28, 2017	100	244,000	92
Villas at Legacy		Plano, TX	June 6, 2018	100	340,000	94
Stonemeadow Farms		Bothell, WA	May 13, 2019	100	228,000	96
Summit at San Marcos		Chandler, AZ	July 31, 2019	100	257,000	97
Presley Uptown (1)		Charlotte, NC	September 30, 2019	98	190,000	97
Princeton North Andover		North Andover, MA	May 3, 2021	100	204,000	97
The Preserve at the Meadows		Fort Collins, CO	August 23, 2021	100	208,000	95
The Rockwell		Berlin, MA	August 31, 2021	100	233,000	96
Miramont Apartments		Fort Collins, CO	September 29, 2021	100	212,000	98
Pinecone Apartments		Fort Collins, CO	September 29, 2021	100	176,000	99
Retail Segment:
The District at Howell Mill (1)		Atlanta, GA	June 15, 2007	88%	306,000	96%
Grand Lakes Marketplace (1)		Katy, TX	September 17, 2013	90	131,000	75
Oak Grove Plaza		Sachse, TX	January 17, 2014	100	120,000	94
Rancho Temecula Town Center		Temecula, CA	June 16, 2014	100	165,000	97
Skokie Commons		Skokie, IL	May 15, 2015	100	97,000	98

3328


						Percentage Leased as of September 30, 2021						Percentage Leased as of March 31, 2022
Property Name	Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet		Property Name	Location	Acquisition Date	Ownership %	Net Rentable Square Feet
Dylan Point Loma							Dylan Point Loma	San Diego, CA	August 9, 2016	100	204,000	96
The Penfield							The Penfield	St. Paul, MN	September 22, 2016	100	245,000	96
180 North Jefferson							180 North Jefferson	Chicago, IL	December 1, 2016	100	217,000	96
Jory Trail at the Grove							Jory Trail at the Grove	Wilsonville, OR	July 14, 2017	100	315,000	95
The Reserve at Johns Creek							The Reserve at Johns Creek	Johns Creek, GA	July 28, 2017	100	244,000	96
Villas at Legacy							Villas at Legacy	Plano, TX	June 6, 2018	100	340,000	95
Stonemeadow Farms							Stonemeadow Farms	Bothell, WA	May 13, 2019	100	228,000	97
Summit at San Marcos							Summit at San Marcos	Chandler, AZ	July 31, 2019	100	257,000	97
Presley Uptown (1)							Presley Uptown (1)	Charlotte, NC	September 30, 2019	98	190,000	96
Princeton North Andover							Princeton North Andover	North Andover, MA	May 3, 2021	100	204,000	97
The Preserve at the Meadows							The Preserve at the Meadows	Fort Collins, CO	August 23, 2021	100	208,000	96
The Rockwell							The Rockwell	Berlin, MA	August 31, 2021	100	233,000	98
Miramont Apartments							Miramont Apartments	Fort Collins, CO	September 29, 2021	100	212,000	97
Pinecone Apartments							Pinecone Apartments	Fort Collins, CO	September 29, 2021	100	176,000	99
Reserve at Venice							Reserve at Venice	North Venice, FL	December 17, 2021	100	268,000	94
Woodside Trumbull							Woodside Trumbull	Trumbull, CT	December 21, 2021	100	207,000	89
Jefferson Lake Howell							Jefferson Lake Howell	Casselberry, FL	March 30, 2022	100	374,000	91
Retail Segment:							Retail Segment:
The District at Howell Mill (1)							The District at Howell Mill (1)	Atlanta, GA	June 15, 2007	88%	306,000	96%
Grand Lakes Marketplace (1)							Grand Lakes Marketplace (1)	Katy, TX	September 17, 2013	90	131,000	75
Oak Grove Plaza							Oak Grove Plaza	Sachse, TX	January 17, 2014	100	120,000	94
Rancho Temecula Town Center							Rancho Temecula Town Center	Temecula, CA	June 16, 2014	100	165,000	97
Skokie Commons							Skokie Commons	Skokie, IL	May 15, 2015	100	97,000	98
Whitestone Market	Whitestone Market	Austin, TX	September 30, 2015	100	145,000	99	Whitestone Market	Austin, TX	September 30, 2015	100	145,000	99
Maui Mall	Maui Mall	Kahului, HI	December 22, 2015	100	235,000	82	Maui Mall	Kahului, HI	December 22, 2015	100	235,000	83
Silverstone Marketplace	Silverstone Marketplace	Scottsdale, AZ	July 27, 2016	100	78,000	93	Silverstone Marketplace	Scottsdale, AZ	July 27, 2016	100	78,000	93
Kierland Village Center	Kierland Village Center	Scottsdale, AZ	September 30, 2016	100	118,000	95	Kierland Village Center	Scottsdale, AZ	September 30, 2016	100	118,000	98
Timberland Town Center	Timberland Town Center	Beaverton, OR	September 30, 2016	100	92,000	97	Timberland Town Center	Beaverton, OR	September 30, 2016	100	92,000	96
Montecito Marketplace	Montecito Marketplace	Las Vegas, NV	August 8, 2017	100	190,000	94	Montecito Marketplace	Las Vegas, NV	August 8, 2017	100	190,000	95
Milford Crossing	Milford Crossing	Milford, MA	January 29, 2020	100	159,000	100	Milford Crossing	Milford, MA	January 29, 2020	100	159,000	99

Other Segment:	Other Segment:						Other Segment:
South Beach Parking Garage (2)	South Beach Parking Garage (2)	Miami Beach, FL	January 28, 2014	100%	130,000	N/A	South Beach Parking Garage (2)	Miami Beach, FL	January 28, 2014	100%	130,000	N/A

Unconsolidated Properties:	Unconsolidated Properties:						Unconsolidated Properties:
Chicago Parking Garage (3)	Chicago Parking Garage (3)	Chicago, IL	December 23, 2014	100%	167,000	N/A	Chicago Parking Garage (3)	Chicago, IL	December 23, 2014	100%	167,000	N/A
NYC Retail Portfolio (4)		NY/NJ	December 8, 2015	14	1,938,000	89%
Pioneer Tower (5)		Portland, OR	June 28, 2016	100	296,000	71
NYC Retail Portfolio (4)(5)							NYC Retail Portfolio (4)(5)	NY/NJ	December 8, 2015	14	1,938,000	91
Pioneer Tower (6)							Pioneer Tower (6)	Portland, OR	June 28, 2016	100	296,000	68
The Tremont (1)	The Tremont (1)	Burlington, MA	July 19, 2018	75	175,000	97	The Tremont (1)	Burlington, MA	July 19, 2018	75	175,000	97
The Huntington (1)	The Huntington (1)	Burlington, MA	July 19, 2018	75	115,000	97	The Huntington (1)	Burlington, MA	July 19, 2018	75	115,000	93
Siena Suwanee Town Center	Siena Suwanee Town Center	Suwanee, GA	December 15, 2020	100	226,000	94	Siena Suwanee Town Center	Suwanee, GA	December 15, 2020	100	226,000	92
Single-Family Rental Portfolio		Various	August 5, 2021	47	7,207,000	97
Single-Family Rental Portfolio (5)							Single-Family Rental Portfolio (5)	Various	August 5, 2021	47	7,207,000	96
Kingston at McLean Crossing (1)							Kingston at McLean Crossing (1)	McLean, VA	December 3, 2021	80	223,000	97

________

(1)We own a majority interest in the joint venture that owns a fee simple interest in this property.

(2)The parking garage contains 343 stalls. This property is owned leasehold.

(3)We own a condominium interest in the building that contains a 366 stall parking garage.

(4)We own an approximate 14% interest in a portfolio of eight urban infill retail properties located in the greater New York City area.

(5)We have elected the fair value option to account for this investment.

(6)We own a condominium interest in the building that contains a 17 story multi-tenant office property.

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 ~~September 30, 2021:~~March 31, 2022:


		Number of Properties	Total Area (Sq Ft)	% of Total Area		Occupancy %		Average Minimum Base Rent per Occupied Sq Ft (1)			Number of Properties	Total Area (Sq Ft)	% of Total Area		Occupancy %		Average Minimum Base Rent per Occupied Sq Ft (1)
Industrial	Industrial	42	9,894,000	58	%	99	%	5.93		Industrial	55	11,392,000	59	%	99	%	$	6.31
Office	Office	11	1,058,000	6		95		31.44		Office	16	1,251,000	6		98		32.16
Residential	Residential	18	4,186,000	24		95		22.16		Residential	20	4,828,000	24		95		22.51
Retail	Retail	12	1,836,000	11		97		21.09		Retail	12	1,836,000	9		94		20.84
Other	Other	1	130,000	1		N/A		N/A		Other	1	130,000	1		N/A		N/A
Total	Total	84	17,104,000	100	%	98	%	$	13.31	Total	104	19,437,000	99	%	98	%	$	13.36

________

(1)Amount calculated as in-place minimum base rent for all occupied space at ~~September 30, 2021~~March 31, 2022 and excludes any straight line rents, tenant recoveries and percentage rent revenues.

As of ~~September 30, 2021,~~March 31, 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 ~~$12.16~~$12.31 for our consolidated properties.

Recent Events and Outlook

~~COVID-19 Business Outlook~~

The outbreak of COVID-19 was declared by the World Health Organization as a global health emergency in January 2020 and then as a pandemic in March 2020. COVID-19 has impacted global financial markets, severely restricted international trade and travel, disrupted business operations (in part or in their entirety) and negatively impacted many investment asset classes including real estate. The ongoing outbreak and corollary response could have a material adverse impact on our financial condition and results of operations. The severity of the impact brought on by these disruptions will be different across property types and markets but could have serious negative impacts on all real estate depending on the longer-term economic effects of COVID-19.

~~Rent Collections~~

Rent collections across our portfolio have continued to improve as most tenants have been able to reopen their businesses and return to normal payment patterns. Collections have been in the upper 90 percent range, and we have received very few new requests for rent relief over the last three quarters. Our retail tenants continue to be a slight laggard in collection of outstanding receivables as compared to the other property sectors.

Property Valuations

Property valuations across our portfolio ~~have stabilized, and we~~ are seeing positive valuation increases ~~across~~especially within our residential, industrial and healthcare properties driven by good underlying property fundamentals and strong capital markets.

Credit Facility

On May 24, 2021, we entered into our Credit Facility providing for a $650,000 revolving line of credit and unsecured term loan made up of a $415,000 Revolving Credit Facility and a $235,000 Term Loan. The Credit Facility provides us with the ability, from time to time, to increase the size of the Credit Facility up to a total of $800,000, subject to receipt of lender commitments and other conditions. WeWe are in compliance with our debt covenants as of ~~September 30, 2021.~~March 31, 2022. We expect to maintain compliance with our debt covenants.

Liquidity

At ~~September 30, 2021,~~March 31, 2022, we had in excess of ~~$179,000~~$124,000 in total cash on hand and ~~$140,000~~$210,000 of capacity under our Credit Facility. Looking at the remainder of ~~2021~~2022 and into ~~2022,~~2023, we expect to utilize our cash on hand and Credit Facility capacity to acquire new properties, fund repurchases of our shares and fund quarterly distributions.

Share Repurchase Plan

During the ~~third~~first quarter of ~~2021,~~2022, we repurchased ~~$29,364~~$41,266 of our common stock pursuant to our share repurchase plan, which had a quarterly limit of ~~$111,435.~~$139,775. The quarterly limit on repurchases is calculated as 5% of our NAV as of the last day of the previous quarter. The limit for the ~~fourth~~second quarter of ~~2021~~2022 is ~~$123,680.~~ $161,697.

General Company and Market Commentary

On ~~July 6, 2018,~~December 21, 2021, the SEC declared our Current Public Offering effective registering 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, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each offering period, subject to regulatory approval. The per share purchase price varies from day to day and, on each day, equals our NAV per share for each class of common stock, plus, for Class A and Class A-I shares, applicable selling commissions. The Dealer Manager is distributing shares of our common stock in our Current Public Offering. We intend to primarily use the net proceeds from the offering, after we pay the fees and expenses attributable to the offerings and our operations, to (1) grow and further diversify our portfolio by making investments in accordance with our investment strategy and policies, (2) reduce borrowings and repay indebtedness incurred under various financing instruments and (3) fund repurchases of our shares under our share repurchase plan.

On March 3, 2015, we commenced our Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our Private Offering will be used for the same corporate purposes as the proceeds from our public offerings.

On October 16, 2019, we through our operating partnership, initiated the DST Program to raise up to $500,000, which our board of directors increased to $1,000,000 on August 10, 2021, 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, which may be sourced from our real properties or from third parties.

On June 4, 2021, we filed a Registration Statement on Form S-11 with the SEC for our Third Extended Public Offering to register a 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, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. As of November 10, 2021, the Third Extended Public Offering has not been declared effective.

Over the past nine years we have acquired 102 properties, excluding our investment in Single-Family Residential Portfolio (all of these consistent with our investment strategy), sold 38 non-strategic properties, reduced our Company leverage ratio, decreased our average interest rate on debt, and increased cash reserves and Company-wide liquidity, while also providing cash flow to our stockholders through our regular quarterly dividend payments.

Capital Raised and Use of Proceeds

As of ~~September 30, 2021,~~March 31, 2022, we have raised gross proceeds of over ~~$2,837,000~~$3,368,000 from our public and private offerings and private share sales since 2012. We used these proceeds along with proceeds from mortgage debt to acquire approximately ~~$3,776,000~~$4,653,000 of real estate investments, deleverage the Company by repaying mortgage loans of approximately $647,000 and repurchase shares of our common stock for approximately ~~$880,000.~~$947,000.

Property Acquisitions

On ~~January 21, 2021,~~March 30, 2022, we acquired ~~Louisville Distribution Center,~~Jefferson Lake Howell, a ~~1,040,000 square foot industrial~~384-unit residential property located in ~~Shepherdsville, Kentucky~~Casselberry, Florida for approximately ~~$95,000.~~$154,100. The acquisition was funded with ~~cash on hand.~~

On May 3, 2021, we acquired Princeton North Andover, a newly constructed, 192-unit residential property located in North Andover, Massachusetts, for approximately $72,500. The acquisition was funded with cash on hand.

~~On July 9, 2021, we acquired a 95% interest in 4211 Starboard, a 130,000 square foot industrial property located in Fremont, California for approximately $32,000 using cash on hand.~~

On August 5, 2021, we acquired a 47% interest in a portfolio of approximately 4,000 stabilized single family rental homes located in various markets across the United States, including Atlanta, Dallas, Phoenix, Nashville and Charlotte, among others. The Single-Family Rental Portfolio is encumbered by securitized mortgages in a net amount of $760,000 maturing in the fourth quarter of 2025 at a weighted average interest rate of 2.1%. The equity purchase price is approximately $205,000. We funded the transaction using cash on hand and a draw on our ~~revolving line of credit.~~

On August 23, 2021, we acquired The Preserve at the Meadows, a garden-style residential community in Fort Collins, Colorado. The purchase price was approximately $61,000. The acquisition was funded with cash on hand.

~~On August 31, 2021, we acquired The Rockwell, a garden-style residential community in Berlin, Massachusetts. The purchase price was approximately $84,000. The acquisition was funded with cash on hand.~~

On September 15, 2021, we acquired 9101 Stony Point Drive, an 87,000 square foot, medical office building in Richmond, Virginia. The purchase price was approximately $52,000. The acquisition was funded with cash on hand.

On September 28, 2021, we acquired 5 National Way and 47 National Way, a two building life sciences center totaling 375,000 square feet, located in Durham, North Carolina for approximately $66,750. The acquisitions were funded with cash on hand.

~~On September 29, 2021, we acquired Miramont Apartments, a 210-unit residential property located in Fort Collins, Colorado, for approximately $57,400.~~

~~On September 29, 2021, we acquired Pinecone Apartments, a 195-unit residential property located in Fort Collins, Colorado, for approximately $51,600.~~Credit Facility.

Property Dispositions

On January ~~8, 2021,~~6, 2022, we sold ~~South Seattle~~Norfleet Distribution Center, a ~~323,000~~702,000 square foot industrial property located in ~~Seattle, Washington~~Kansas City, Missouri for approximately ~~$72,600~~$60,375 less closing ~~costs and the loan of $17,841 was retired.~~costs. We recorded a gain on the sale of the property in the amount of ~~$33,580.~~approximately $34,186.

Financing

On ~~February 10, 2021,~~March 1, 2022, we entered into a ~~$34,000~~$55,800 mortgage payable on ~~Whitestown~~Reserve at Venice. The mortgage note bears an interest of 2.98% and matures on March 1, 2032.

On March 1, 2022, we entered into a $40,000 mortgage payable on Friendship Distribution Center. The mortgage note bears an interest rate of ~~2.95%~~SOFR plus 1.75% (2.03% at March 31, 2022) and matures on ~~February 10, 2028.~~

On March ~~8, 2021, we repaid the mortgage note payable related to 140 Park Avenue in the amount of $22,800.~~

~~On March 11, 2021, we entered into a $36,030 mortgage payable on Townlake of Coppell. The mortgage note bears an interest rate of 2.41% and matures on April 10, 2028.~~

~~On March 17, 2021, we repaid the mortgage note payable related to Monument IV in the amount of $40,000.~~

~~On April 26, 2021, we entered into a $52,250 mortgage payable on Louisville Distribution Center. The mortgage bears an interest rate of 1.76% and matures on May~~ 1, ~~2026.~~

~~On May 18, 2021, we entered into a $49,000 mortgage payable on Southeast Phoenix Distribution Center. The mortgage bears an interest rate of 2.70% and matures on June 1, 2028.~~

~~On June 30, 2021, we entered into a $39,900 mortgage payable on Princeton North Andover. The mortgage bears an interest rate of libor + 1.55% (1.63% at June 30, 2021) and matures on June 1, 2028.~~

On September 10, 2021, we entered into a $32,492 mortgage payable on five industrial buildings. $11,880 is allocated towards the San Marcos property and $20,612 is allocated towards the Fremont property. The mortgage bears an interest rate of LIBOR + 1.40% (1.48% at September 30, 2021) and matures on September 8, 2026.

~~On September 23, 2021, we entered into a $32,400 mortgage payable on The Preserve at the Meadows. The mortgage bears an interest rate of 2.57% and matures on October 1, 2031.~~

On September 29, 2021, we assumed a mortgage payable that was originated on May 1, 2016 on Miramont Apartments. The mortgage bears an interest rate of 3.87% for the remaining five-year term. As of September 30, 2021, the balance of the loan was $27,752.

On September 29, 2021, we assumed a mortgage payable that was originated on May 1, 2016 on Pinecone Apartments. The mortgage bears an interest rate of 3.87% for the remaining five- year term. As of September 30, 2021, the balance of the loan was $25,467.

~~On September 30, 2021, we entered into a $46,310 mortgage payable on The Rockwell. The mortgage bears an interest rate of 2.62% and matures on October 1, 2031.~~

~~Subsequent Events~~

On October 7, 2021, we acquired North Tampa Surgury Center, a 13,000 square foot life sciences property located in Odessa, Florida for approximately $8,500. The acquisition was funded with cash on hand.

On October 20, 2021, we acquired Friendship Distribution Center, a 650,000 square foot industrial property located in Buford, Georgia for approximately $95,000. The acquisition was funded with cash on hand.

~~On November 9, 2021, our board of directors approved a gross dividend for the third quarter of 2021 of $0.135 per share~~

to stockholders of record as of December 23, 2021. The dividend will be paid on or around December 30, 2021. Class A, Class M, Class A-I, Class M-I and Class D stockholders will receive $0.135 per share, less applicable class-specific fees, if any.2029.

Investment Objectives and Strategy

Our primary investment objectives are:

•to generate an attractive level of current income for distribution to our stockholders;

•to preserve and protect our stockholders' capital investments;

•to achieve appreciation of our NAV over time; and

•to enable stockholders to utilize real estate as an asset class in diversified, long-term investment portfolios.

We cannot ensure that we will achieve our investment objectives. Our charter places numerous limitations on us with respect to the manner in which we may invest our funds. In most cases, these limitations cannot be changed unless our charter is amended, which may require the approval of our stockholders.

The cornerstone of our investment strategy is to acquire and manage income-producing commercial real estate properties and real estate-related assets around the world. We believe this strategy enables us to provide our stockholders with a portfolio that is well-diversified across property type, geographic region and industry, both in the United States and internationally. It is our belief that adding international investments to our portfolio over time will serve as an effective tool to construct a well-diversified portfolio designed to provide our stockholders with stable distributions and attractive long-term risk-adjusted returns.

We believe that our broadly diversified portfolio benefits our stockholders by providing:

•diversification of sources of income;

•access to attractive real estate opportunities currently in the United States and, over time, around the world; and

•exposure to a return profile that should have lower correlations with other investments.

Since real estate markets are often cyclical in nature, our strategy allows us to more effectively deploy capital into property types and geographic regions where the underlying investment fundamentals are relatively strong or strengthening and away from those property types and geographic regions where such fundamentals are relatively weak or weakening. We intend to meet our investment objectives by selecting investments across multiple property types and geographic regions to achieve portfolio stability, diversification, current income and favorable risk-adjusted returns. To a lesser degree, we also 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 resources to employ a research-based investment philosophy focused on building a portfolio of commercial properties and real estate-related assets that we believe has the potential to provide stable income streams and outperform market averages over an extended holding period. Furthermore, we believe that having access to LaSalle and JLL's international organization and platform, with real estate professionals living and working full time throughout our global target markets, will be a valuable resource to us when considering and executing upon international investment opportunities.

Our board of directors has adopted investment guidelines for our Advisor to implement and actively monitor in order to allow us to achieve and maintain diversification in our overall investment portfolio. Our board of directors formally reviews our investment guidelines on an annual basis and our investment portfolio on a quarterly basis or, in each case, more often as they deem appropriate. Our board of directors reviews the investment guidelines to ensure that the guidelines are being followed and are in the best interests of our stockholders. Each such determination and the basis therefor shall be set forth in the minutes of the meetings of our board of directors. Changes to our investment guidelines must be approved by our board of directors but do not require notice to or the vote of stockholders.

We seek to invest:

•up to 95% of our assets in properties;

•up to 25% of our assets in real estate-related assets; and

•up to 15% of our assets in cash, cash equivalents and other short-term investments.

Notwithstanding the above, the actual percentage of our portfolio that is invested in each investment type may from time to time be outside these target levels due to numerous factors including, but not limited to, large inflows of capital over a short period of time, lack of attractive investment opportunities or increases in anticipated cash requirements for repurchase requests.

We expect to maintain a targeted Company leverage ratio (calculated as our share of total liabilities divided by our share of the fair value of total assets) of between 30% and 50%. We intend to use low leverage, or in some cases possibly no leverage, to finance new acquisitions in order to maintain our targeted Company leverage ratio. Our Company leverage ratio was ~~43%~~39% as of ~~September 30, 2021.~~March 31, 2022.

~~2021~~

2022 Key Initiatives

~~A short-term initiative is to continue monitoring the status of COVID-19 guidance and its impact on our properties.~~ During the remainder of ~~2021,~~2022, we intend to use capital raised from our public and private offerings and the DST Program to acquire new investment opportunities, ~~repurchasing~~repurchase stock under our share repurchase plan and fund quarterly distributions. We look to make investments that fit with our investment objectives and guidelines. Likely investment candidates may include well-located, well-leased residential properties, industrial properties, medical office properties ~~single family rentals~~ and ~~public~~publicly traded REIT securities. We will also attempt to further our geographic diversification. We will ~~use debt financing to take advantage of the current favorable interest rate environment, while looking~~look to keep the Company leverage ratio in the 30% to 50% range in the near term consistent with traditional core real estate. We also intend to use our Revolving Credit Facility to allow us to efficiently manage our cash flows.

3933

Results of Operations

General

Our revenues are primarily received from tenants in the form of fixed minimum base rents and recoveries of operating expenses. Our expenses primarily relate to the costs of operating and financing the properties. Our share of the net income or net loss from our unconsolidated real estate affiliates is included in income from unconsolidated affiliates and fund investments. We believe the following analysis of reportable segments provides important information about the operating results of our real estate investments, such as trends in total revenues or operating expenses that may not be as apparent in a period-over-period comparison of the entire Company. We group our investments in real estate assets from continuing operations into five reportable operating segments based on the type of property, which are residential, industrial, office, retail and other. Operations from corporate level items and real estate assets sold are excluded from reportable segments.

Properties acquired or sold during any of the periods presented are presented within the recent acquisitions and sold properties line. The properties currently presented within the recent acquisitions and sold properties line include the properties listed as ~~either~~ acquired ~~or sold~~ in the ~~Management Overview~~current or prior year in the Properties section ~~above.~~above in addition to South Seattle Distribution Cener (sold in 2021), Norfleet Distribution Center (sold in 2022) and The Edge at Lafayette (sold in 2022). Properties owned for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ are referred to as our comparable properties.

Results of Operations for the Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

Revenues

The following chart sets forth revenues by reportable segment for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:


		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		$ Change		% Change			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		$ Change		% Change
Revenues:	Revenues:									Revenues:
Rental revenue	Rental revenue									Rental revenue
Residential	Residential	$	16,409	$	15,730	$	679	4.3	%	Residential	$	16,541	$	15,188	$	1,353	8.9	%
Industrial	Industrial	12,307		12,177		130		1.1		Industrial	13,610		12,742		868		6.8
Office	Office	5,026		5,113		(87)		(1.7)		Office	7,368		6,852		516		7.5
Retail	Retail	11,428		10,614		814		7.7		Retail	13,615		12,053		1,562		13.0
Other	Other	183		75		108		144.0		Other	61		32		29		90.6
Comparable properties total	Comparable properties total	$	45,353	$	43,709	$	1,644	3.8	%	Comparable properties total	$	51,195	$	46,867	$	4,328	9.2	%
Recent acquisitions and sold properties	Recent acquisitions and sold properties	12,747		3,261		9,486		290.9		Recent acquisitions and sold properties	23,760		3,864		19,896		514.9
Total rental revenue	Total rental revenue	$	58,100	$	46,970	$	11,130	23.7	%	Total rental revenue	$	74,955	$	50,731	$	24,224	47.7	%

Other revenue	Other revenue									Other revenue
Residential	Residential	$	837	$	1,029	$	(192)	(18.7)	%	Residential	$	814	$	730	$	84	11.5	%
Industrial	Industrial	26		134		(108)		(80.6)		Industrial	40		4		36		900.0
Office	Office	240		237		3		1.3		Office	293		371		(78)		(21.0)
Retail	Retail	207		278		(71)		(25.5)		Retail	72		83		(11)		(13.3)
Other	Other	611		299		312		104.3		Other	601		631		(30)		(4.8)
Comparable properties total	Comparable properties total	$	1,921	$	1,977	$	(56)	(2.8)	%	Comparable properties total	$	1,820	$	1,819	$	1	0.1	%
Recent acquisitions and sold properties	Recent acquisitions and sold properties	906		90		816		907		Recent acquisitions and sold properties	396		31		365		1,177
Total other revenue	Total other revenue	$	2,827	$	2,067	$	760	36.8	%	Total other revenue	$	2,216	$	1,850	$	366	19.8	%

Total revenues	Total revenues	$	60,927	$	49,037	$	11,890	24.2	%	Total revenues	$	77,171	$	52,581	$	24,590	46.8	%

Rental revenues at comparable properties increased ~~$1,644~~$4,328 for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021. The increase of ~~$814~~$1,562 within our retail segment was primarily related to an increase in collections from tenants that experienced a decrease in operations from COVID-19 in ~~2020.~~2021 as well as an increase in recovery revenue related to increased operating expenses within the segment during the three months ended March 31, 2022. The increase in rental

revenue from our residential, ~~segment of $679 is~~industrial and office segments are primarily related to higher rental rates and higher occupancy at several of the properties during the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period of ~~2020.~~

2021.

Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties ~~decreased~~increased by ~~$56~~$1 for the three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021. The ~~decrease~~minimal increase is primarily related to lease termination fees and increased parking revenue collected in ~~2020 at Whitestone Market and several of~~2022 within our residential ~~properties and miscellaneous revenues collected at Grand Prairie Distribution Center.~~segment. The ~~decrease~~increase was offset by ~~an increase~~a decrease in ~~parking~~lease termination revenue of ~~$312 at~~$50 within our ~~parking garage~~office segment related to collections made in ~~South Beach due to the travel and shelter in place orders placed on the city of South Beach during~~ the three months ended ~~September 30, 2020, which greatly reduced our revenue during~~March 31, 2021 that ~~period as compared to the same period of 2021.~~did not reoccur in 2022.

Operating Expenses

The following chart sets forth real estate taxes and property operating expenses by reportable segment, for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020:~~2021:

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 $
Change %
Change
Operating expenses:
Real estate taxes
Residential $ 3,046 $ 3,013 $ 33 1.1 %
Industrial 1,999 1,935 64 3.3
Office 580 642 (62) (9.7)
Retail 1,348 1,427 (79) (5.5)
Other 113 93 20 21.5
Comparable properties total $ 7,086 $ 7,110 $ (24) (0.3) %
Recent acquisitions and sold properties 1,196 462 734 159
Total real estate taxes $ 8,282 $ 7,572 $ 710 9.4 %
Property operating expenses
Residential $ 5,332 $ 5,254 $ 78 1.5 %
Industrial 1,076 1,025 51 5.0
Office 1,091 1,057 34 3.2
Retail 1,639 1,800 (161) (8.9)
Other 183 174 9 5.2
Comparable properties total $ 9,321 $ 9,310 $ 11 0.1 %
Recent acquisitions and sold properties 1,626 665 961 144.5
Total property operating expenses $ 10,947 $ 9,975 $ 972 9.7 %
Total operating expenses $ 19,229 $ 17,547 $ 1,682 9.6 %

Real estate taxes at comparable properties decreased by $24 for the three months ended September 30, 2021 as compared to the same period in 2020. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estates taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases. The decrease in our retail segment is primarily related to a refund of $141 received at Grand Lakes Marketplace during the three months ended September 30, 2021.

~~The following chart sets forth revenues and expenses not directly related to the operations of the reportable segments for the three months ended September 30, 2021 and 2020:~~

Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 $
Change %
Change
Property general and administrative $ 470 $ 728 $ (258) (35.4) %
Advisor fees 21,546 6,192 15,354 248.0
Company level expenses 940 693 247 35.6
Depreciation and amortization 23,519 18,830 4,689 24.9
Interest expense 11,714 8,391 3,323 39.6
Loss from unconsolidated affiliates and fund investments 1,270 3,289 (2,019) (61.4)
Investment income on marketable securities 88 — 88 100.0
Net realized gain upon sale of marketable securities (38) — (38) 100.0
Net unrealized change in fair value of investment in marketable securities 1,711 — 1,711 100.0
Loss on disposition of property and extinguishment of debt, net — 3,480 (3,480) (100.0)
Total revenues and expenses $ 61,220 $ 41,603 $ 19,617 47.2 %

Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses decreased during the three months ended September 30, 2021 as compared to the same period in 2020 primarily due to lower professional fees and certain state and local taxes.

Advisor fees relate to the fixed advisory and performance fees earned by the Advisor. Fixed fees increase or decrease based on changes in our NAV, which is primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, and in such years our Advisor will receive 10% of the excess total return above the 7% threshold. The increase in advisor fees of $15,354 for the three months ended September 30, 2021 as compared to the same period in 2020 is primarily related to the accrual of a performance fee in the amount of $14,142.

Company level expenses relate mainly to our compliance and administration related costs. The increase of $247 in company level expenses for the three months ended September 30, 2021 is primarily related to an increase in professional fees as well as the increase in size of our portfolio.

Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. The increase of $4,689 in depreciation and amortization expense for the three months ended September 30, 2021 as compared to the same period in 2020 was primarily related to the acquisition of new properties.

Interest expense increased by $3,323 for the three months ended September 30, 2021 as compared to the same period in 2020 primarily as a result of a $1,414 of increased interest expense from new mortgage notes payable placed on several properties and increased usage of our Credit Facility in 2020 and 2021 as well as $1,790 increased interest expense on the financial obligations related to the DST Program.

Loss from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, The Huntington and Siena Suwanee Town Center as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio and Single-Family Rental Portfolio. During the three months ended September 30, 2021, we recorded a $2,813 decrease in the fair value of our investment in the NYC Retail Portfolio as compared to an $2,648 decrease in the fair value during the same period of 2020.

Investment income on marketable securities relate to dividends earned on our portfolio of publicly traded REIT securities. We made our initial purchase of marketable securities during the three months ended September 30, 2021.

Net realized gain upon the sale of marketable securities relate to sales of individual stocks within our portfolio of public REIT stocks. We made our initial purchase of marketable securities during the three months ended September 30, 2021.

Net unrealized change in fair value of investment in marketable securities relate to changes in fair value of our portfolio of public REIT securities. We made our initial purchase of marketable securities during the three months ended September 30, 2021.

Loss on disposition of property and extinguishment of debt, net decreased due to a $3,480 loss on early payoff of the mortgage notes payable related to The Penfield, of which $2,022 related to the write-off of assumed debt discount value, which occurred during the three months ended September 30, 2020.

~~Results of Operations for the Nine Months Ended September 30, 2021 and 2020~~

~~Revenues~~

~~The following chart sets forth revenues by reportable segment, for the nine months ended September 30, 2021 and 2020:~~

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 $
Change %
Change
Revenues:
Rental revenue
Residential $ 48,342 $ 48,212 $ 130 0.3 %
Industrial 37,114 34,336 2,778 8.1
Office 14,992 15,394 (402) (2.6)
Retail 33,719 31,965 1,754 5.5
Other 276 218 58 26.6
Comparable properties total $ 134,443 $ 130,125 $ 4,318 3.3 %
Recent acquisitions and sold properties 26,926 9,245 17,681 191.2
Total rental revenue $ 161,369 $ 139,370 $ 21,999 15.8 %
Other revenue
Residential $ 2,559 $ 2,543 $ 16 0.6 %
Industrial 61 268 (207) (77.2)
Office 714 647 67 10.4
Retail 383 449 (66) (14.7)
Other 2,038 904 1,134 125.4
Comparable properties total $ 5,755 $ 4,811 $ 944 19.6 %
Recent acquisitions and sold properties 2,430 432 1,998 462.5
Total other revenue $ 8,185 $ 5,243 $ 2,942 56.1 %
Total revenues $ 169,554 $ 144,613 $ 24,941 17.2 %

Rental revenue at comparable properties increased by $4,318 for the nine months ended September 30, 2021 as compared to the same period in 2020. The increase in rental revenue from our industrial properties is primarily related to $1,652 of increased rent collections at Norfleet Distribution Center and $693 at Taunton Distribution Center due to higher occupancy during the nine months ended September 30, 2021 as compared to the same period of 2020. The increase of $1,754 within our retail segment was primarily related to an increase in collections from tenants that experienced a decrease in operations from COVID-19 in 2020.

Other revenues relate mainly to parking and nonrecurring revenue such as lease termination fees. Other revenue at comparable properties increased by $944 for the nine months ended September 30, 2021 as compared to the same period in 2020. The increase is primarily related to $1,134 of higher parking revenue at our parking garage in South Beach primarily due to the travel and shelter in place orders placed on the city of South Beach during the six months ended June 30, 2020, which greatly reduced our revenue during that period.

~~Operating Expenses~~

~~The following chart sets forth real estate taxes, property operating expenses and provisions for doubtful accounts by reportable segment, for the nine months ended September 30, 2021 and 2020:~~


		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		$ Change		% Change			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		$ Change		% Change
Operating expenses:	Operating expenses:									Operating expenses:
Real estate taxes	Real estate taxes									Real estate taxes
Residential	Residential	$	9,127	$	8,846	$	281	3.2	%	Residential	$	3,026	$	3,049	$	(23)	(0.8)	%
Industrial	Industrial	6,094		5,799		295		5.1		Industrial	2,366		2,237		129		5.8
Office	Office	1,781		1,962		(181)		(9.2)		Office	871		799		72		9.0
Retail	Retail	4,405		4,272		133		3.1		Retail	1,671		1,633		38		2.3
Other	Other	350		265		85		32.1		Other	113		115		(2)		(1.7)
Comparable properties total	Comparable properties total	$	21,757	$	21,144	$	613	2.9	%	Comparable properties total	$	8,047	$	7,833	$	214	2.7	%
Recent acquisitions and sold properties	Recent acquisitions and sold properties	2,816		1,277		1,539		120.5		Recent acquisitions and sold properties	3,264		253		3,011		1,190
Total real estate taxes	Total real estate taxes	$	24,573	$	22,421	$	2,152	9.6	%	Total real estate taxes	$	11,311	$	8,086	$	3,225	39.9	%

Property operating expenses	Property operating expenses									Property operating expenses
Residential	Residential	$	15,119	$	14,614	$	505	3.5	%	Residential	$	4,784	$	4,363	$	421	9.6	%
Industrial	Industrial	3,191		2,937		254		8.6		Industrial	1,328		1,235		93		7.5
Office	Office	3,046		2,909		137		4.7		Office	1,582		1,472		110		7.5
Retail	Retail	5,682		5,210		472		9.1		Retail	2,124		2,046		78		3.8
Other	Other	560		534		26		4.9		Other	208		194		14		7.2
Comparable properties total	Comparable properties total	$	27,598	$	26,204	$	1,394	5.3	%	Comparable properties total	$	10,026	$	9,310	$	716	7.7	%
Recent acquisitions and sold properties	Recent acquisitions and sold properties	3,454		1,350		2,104		155.9		Recent acquisitions and sold properties	3,975		601		3,374		561.4
Total property operating expenses	Total property operating expenses	$	31,052	$	27,554	$	3,498	12.7	%	Total property operating expenses	$	14,001	$	9,911	$	4,090	41.3	%

Total operating expenses	Total operating expenses	$	55,625	$	49,975	$	5,650	11.3	%	Total operating expenses	$	25,312	$	17,997	$	7,315	40.6	%

Real estate taxes at comparable properties increased by ~~$613~~$214 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021. Our properties are reassessed periodically by the taxing authorities, which may result in increases or decreases in the real estates taxes that we owe. Overall, we expect real estate taxes to increase over time; however, we utilize real estate tax consultants to attempt to control assessment increases.

Property operating expenses consist of the costs of ownership and operation of the real estate investments, many of which are recoverable under net leases. Examples of property operating expenses include insurance, utilities and repair and maintenance expenses. Property operating expenses at comparable properties ~~were in line with~~increased $716 for the ~~prior year. The primary increase that occurred within our retail segment was related to increases in utilities and repairs and maintenance during the nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021. The increases ~~occurring within our residential segment during the nine~~in three months ~~ended September 30, 2021~~ending March 31, 2022 as compared to ~~the same period~~2021 generally relate to higher property management fees due to high rents, higher salary costs and higher utility costs in ~~2020 were related to turnover costs, repairs and maintenance and utilities.~~some markets.

4435

The following chart sets forth revenues and expenses not directly related to the operations of the reportable segments for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020~~:2021:

Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 $
Change %
Change
Property general and administrative $ 946 $ 3,609 $ (2,663) (73.8) %
Advisor fees 34,620 19,049 15,571 81.7
Company level expenses 3,123 2,241 882 39.4
Depreciation and amortization 64,682 56,450 8,232 14.6
Interest expense 31,264 32,191 (927) (2.9)
Loss from unconsolidated affiliates and fund investments 4,021 16,186 (12,165) (75.2)
Investment income on marketable securities 88 — 88 100.0
Net realized gain upon sale of marketable securities (38) — (38) 100.0
Net unrealized change in fair value of investment in marketable securities 1,711 — 1,711 100.0
Gain on disposition of property and extinguishment of debt, net (33,422) 1,772 (35,194) (1,986)
Total expenses (income) $ 106,995 $ 131,498 $ (24,503) (18.6) %


	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		$ Change		% Change
Property general and administrative	$	697	$	660	$	37	5.6	%
Advisor fees	17,858		6,325		11,533		182.3
Company level expenses	1,074		1,193		(119)		(10.0)

Depreciation and amortization	32,974		19,945		13,029		65.3
Interest expense	17,852		9,262		8,590		92.7

(Gain) loss from unconsolidated affiliates and fund investments	(29,025)		339		(29,364)		(8,662)

Investment income on marketable securities	(304)		—		(304)		100.0
Net realized gain upon sale of marketable securities	(79)		—		(79)		100.0
Net unrealized change in fair value of investment in marketable securities	2,984		—		2,984		100.0
Gain on disposition of property and extinguishment of debt, net	(31,492)		(33,422)		1,930		(5.8)

Total revenues and expenses	$	12,539	$	4,302	$	8,237	191.5	%

Property general and administrative expenses relate mainly to property expenses unrelated to the operations of the property. Property general and administrative expenses ~~decreased for~~increased slightly during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~2021 primarily due to ~~expenses incurred for unsuccessful acquisitions~~the increase in ~~2020 and a partial recovery~~the size of ~~a deposit for an unsuccessful acquisition received in 2021.~~the number of properties.

Advisor fees relate to the fixed advisory and performance fees earned by the Advisor. Fixed fees increase or decrease based on changes in our NAV, which ~~will be~~is primarily impacted by changes in capital raised and the value of our properties. The performance fee is accrued when the total return per share for a share class exceeds 7% for that calendar year, ~~where~~and in such years our Advisor will receive 10% of the excess total return above the 7% threshold. The increase in advisor fees of ~~$15,571~~$11,533 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period ~~of 2020~~in 2021 is primarily related an increase in NAV and to the accrual of a performance fee in the amount of ~~$14,142.~~$8,484.

Company level expenses relate mainly to our compliance and administration related costs. ~~Company~~The decrease of $119 in company level expenses ~~increased $882~~ for the ~~nine~~three months ended ~~September 30, 2021 as compared to the same period in 2020~~March 31, 2022 is primarily related to ~~increase~~an decrease in professional ~~service fees as well as the increase in size of our portfolio.~~fees.

Depreciation and amortization expense is impacted by the values assigned to buildings, personal property and in-place lease assets as part of the initial purchase price allocation. ~~Depreciation~~The increase of $13,029 in depreciation and amortization expense for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020 increased as additional expense from acquisitions offset lower expenses from property dispositions.~~2021 was primarily related to the acquisition of new properties.

Interest expense ~~decreased~~increased by ~~$927~~$8,590 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020~~2021 primarily as a result of ~~unrealized gains on our interest rate swaps in 2021 as opposed to unrealized losses in 2020. This decrease is offset by an increase in~~a $4,523 of increased interest expense from new mortgage notes payable placed on several ~~assets~~properties and increased usage onof our Credit Facility in ~~2020 and 2021 and~~2022 as well as $5,042 increased interest expense ~~of $4,846~~ on the financial obligations related to the DST ~~Program.~~Program, which includes non-cash interest expense related to the properties deemed probable for repurchase. Offsetting the increase were unrealized gains on our interest rate swaps in the amount of $1,985 during the three months ended March 31, 2022 compared to unrealized gains of $939 during the same period of 2021.

Loss from unconsolidated affiliates and fund investments relates to the income from Chicago Parking Garage, Pioneer Tower, The Tremont, ~~and~~ The Huntington, Siena Suwanee Town Center and Kingston at McLean Crossing as well as changes in fair value and operating distributions received from our investment in the NYC Retail Portfolio and Single-Family Rental Portfolio. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, we recorded a ~~$2,849~~$25,355 increase in the fair value of our investment in Single-Family Rental Portfolio. During the three months ended March 31, 2022, we recorded a $1,447 decrease in the fair value of our investment in the NYC Retail Portfolio as compared to ~~a $14,737 decrease~~an $1,081 increase in the fair value during the same period of ~~2020.~~2021.

Investment income on marketable securities relate to dividends earned on our portfolio of ~~public~~publicly traded REIT securities. We ~~made our initial purchase of marketable securities~~earned $304 on investment income during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

Net realized gain upon the sale of marketable securities relate to sales of individual stocks within our portfolio of ~~public~~publicly traded REIT stocks. We ~~made our initial purchase~~recorded a realized gain of ~~marketable securities~~$79 during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

Net unrealized change in fair value of investment in marketable securities relate to changes in fair value of our portfolio of ~~public~~publicly traded REIT securities. We ~~made our initial purchase~~recorded an unrealized loss of ~~marketable securities~~$2,984 during the ~~nine~~three months ended ~~September~~

~~30, 2021.~~March 31, 2022.

Gain on disposition of property and extinguishment of debt, net ~~increased due~~decreased by $1,930 during three months ending March 31, 2022 as compared to ~~a $33,580 gain on~~ the ~~sale~~three months ended March 31, 2021. During the three months ending March 31, 2022 we disposed of Norfleet Distribution Center and The Edge at Lafayette. During the three months ended March 31, 2021 we disposed of South Seattle ~~Distribution Center, which occurred during the nine months ended September 30, 2021.~~Disposition Center.

4637

Funds From Operations

Consistent with real estate industry and investment community preferences, we consider funds from operations ("FFO") as a supplemental measure of the operating performance for a real estate investment trust and a complement to GAAP measures because it facilitates an understanding of the operating performance of our properties. The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as net income (loss) attributable to the Company (computed in accordance with GAAP), excluding gains or losses from cumulative effects of accounting changes, extraordinary items, impairment write-downs of depreciable real estate and sales of properties, plus real estate related depreciation and amortization and after adjustments for these items related to noncontrolling interests and unconsolidated affiliates.

FFO does not give effect to real estate depreciation and amortization because these amounts are computed to allocate the cost of a property over its useful life. We also use Adjusted FFO ("AFFO") as a supplemental measure of operating performance. We define AFFO as FFO adjusted for straight-line rental income, amortization of above- and below-market leases, amortization of net discount on assumed debt, gains or losses on the extinguishment and modification of debt, performance fees based on the investment returns on shares of our common stock and acquisition expenses. Because values for well-maintained real estate assets have historically increased or decreased based upon prevailing market conditions, we believe that FFO and AFFO provide investors with an additional view of our operating performance.

In order to provide a better understanding of the relationship between FFO, AFFO and GAAP net income, the most directly comparable GAAP financial reporting measure, we have provided reconciliations of GAAP net income attributable to Jones Lang LaSalle Income Property Trust, Inc. to FFO, and FFO to AFFO. FFO and AFFO do not represent cash flow from operating activities in accordance with GAAP, should not be considered alternatives to GAAP net income and are not measures of liquidity or indicators of ~~the Company's~~our ability to make cash distributions. We believe that to more comprehensively understand our operating performance, FFO and AFFO should be considered along with the reported net income attributable to Jones Lang LaSalle Income Property Trust, Inc. and our cash flows in accordance with GAAP, as presented in our consolidated financial statements. Our presentations of FFO and AFFO are not necessarily comparable to the similarly titled measures of other REITs due to the fact that not all REITs use the same definitions.

The following table presents a reconciliation of the most comparable GAAP amount of net income attributable to Jones Lang LaSalle Income Property Trust, Inc. to NAREIT FFO for the periods presented:


Reconciliation of GAAP net (loss) income to NAREIT FFO		Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Net (loss) income attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders (1)		$	(19,252)	$	(10,122)	$	7,076	$	(36,875)
Reconciliation of GAAP net income to NAREIT FFO										Reconciliation of GAAP net income to NAREIT FFO	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Net income attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders (1)										Net income attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders (1)	$	37,935	$	30,105
Real estate depreciation and amortization (1)	Real estate depreciation and amortization (1)	26,337		21,122		74,608		63,211		Real estate depreciation and amortization (1)	35,189		23,422
Loss (gain) on disposition of property and unrealized gain on investment in unconsolidated real estate affiliate (1)		2,795		2,648		(30,512)		13,090
Gain on disposition of property and unrealized gain on investment in unconsolidated real estate affiliate (1)										Gain on disposition of property and unrealized gain on investment in unconsolidated real estate affiliate (1)	(53,588)		(34,416)

NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	9,880	$	13,648	$	51,172	$	39,426	NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	19,536	$	19,111
Weighted average shares outstanding, basic and diluted	Weighted average shares outstanding, basic and diluted	189,887,181		169,289,415		181,981,691		170,707,171		Weighted average shares outstanding, basic and diluted	212,104,884		174,765,072
NAREIT FFO per share, basic and diluted	NAREIT FFO per share, basic and diluted	$	0.05	$	0.08	$	0.28	$	0.23	NAREIT FFO per share, basic and diluted	$	0.09	$	0.11

________

(1) Excludes amounts attributable to noncontrolling interests and includes our ownership share of both consolidated properties and unconsolidated real estate affiliates.

4738

We believe AFFO is useful to investors because it provides supplemental information regarding the performance of our portfolio over time.

The following table presents a reconciliation of NAREIT FFO to AFFO for the periods presented:


Reconciliation of NAREIT FFO to AFFO	Reconciliation of NAREIT FFO to AFFO	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		Reconciliation of NAREIT FFO to AFFO	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	9,880	$	13,648	$	51,172	$	39,426	NAREIT FFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	19,536	$	19,111
Straight-line rental income (1)	Straight-line rental income (1)	(1,576)		(748)		(3,205)		(919)		Straight-line rental income (1)	(1,687)		(595)
Amortization of above- and below-market leases (1)	Amortization of above- and below-market leases (1)	(812)		(674)		(2,392)		(2,032)		Amortization of above- and below-market leases (1)	(818)		(762)
Amortization of net discount on assumed debt (1)	Amortization of net discount on assumed debt (1)	(58)		(27)		(175)		(81)		Amortization of net discount on assumed debt (1)	(333)		(58)
(Gain) loss on derivative instruments and extinguishment or modification of debt (1)		(812)		2,516		(2,428)		8,820
Gain on derivative instruments and extinguishment or modification of debt (1)										Gain on derivative instruments and extinguishment or modification of debt (1)	(4,462)		(776)
Adjustment for investments accounted for under the fair value option (2)	Adjustment for investments accounted for under the fair value option (2)	872		153		1,571		1,528		Adjustment for investments accounted for under the fair value option (2)	1,432		444
Net unrealized change in fair value of investment in marketable securities (1)	Net unrealized change in fair value of investment in marketable securities (1)	1,699		—		1,699		—		Net unrealized change in fair value of investment in marketable securities (1)	2,886		—
Performance fees (1)	Performance fees (1)	14,050		—		14,050		—		Performance fees (1)	8,207		—
Acquisition expenses (1)	Acquisition expenses (1)	17		33		(582)		2,114		Acquisition expenses (1)	35		108
Adjustment for DST Program properties (3)	Adjustment for DST Program properties (3)	(2,051)		(281)		(5,185)		(463)		Adjustment for DST Program properties (3)	477		(1,327)
AFFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	AFFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	21,209	$	14,620	$	54,525	$	48,393	AFFO attributable to Jones Lang LaSalle Income Property Trust, Inc. Common Stockholders	$	25,273	$	16,145
Weighted average shares outstanding, basic and diluted	Weighted average shares outstanding, basic and diluted	189,887,181		169,289,415		181,981,691		170,707,171		Weighted average shares outstanding, basic and diluted	212,104,884		174,765,072
AFFO per share, basic and diluted	AFFO per share, basic and diluted	$	0.11	$	0.09	$	0.30	$	0.28	AFFO per share, basic and diluted	$	0.12	$	0.09

________

(1) Excludes amounts attributable to noncontrolling interests and includes our ownership share of both consolidated properties and unconsolidated real estate affiliates.

(2) Represents the normal and recurring AFFO reconciling adjustments for the NYC Retail Portfolio and Single-Family Rental Portfolio.

(3) Adjustments to reflect the AFFO attributable to the Company for DST Program properties. Prior periods adjusted to conform to current period presentation.

4839

NAV as of ~~September 30, 2021~~March 31, 2022

The following table provides a breakdown of the major components of our NAV as of ~~September 30, 2021:~~March 31, 2022:


		September 30, 2021													March 31, 2022
Component of NAV	Component of NAV	Class A Shares		Class M Shares		Class A-I Shares		Class M-I Shares		Class D Shares		Total		Component of NAV	Class A Shares		Class M Shares		Class A-I Shares		Class M-I Shares		Class D Shares		Total
Real estate investments (1)	Real estate investments (1)	$	2,008,748	$	744,744	$	190,322	$	969,207	$	157,250	$	4,070,271	Real estate investments (1)	$	2,425,928	$	875,516	$	217,131	$	1,433,230	$	140,196	$	5,092,001
Debt	Debt	(910,905)		(337,718)		(86,305)		(439,505)		(71,308)		(1,845,741)		Debt	(965,835)		(348,569)		(86,446)		(570,612)		(55,816)		(2,027,278)
Other assets and liabilities, net	Other assets and liabilities, net	122,918		45,572		11,646		59,307		9,623		249,066		Other assets and liabilities, net	80,620		29,095		7,216		47,630		4,659		169,220
Estimated enterprise value premium	Estimated enterprise value premium	None assumed		None assumed		None assumed		None assumed		None assumed		None assumed		Estimated enterprise value premium	None assumed		None assumed		None assumed		None assumed		None assumed		None assumed
NAV	NAV	$	1,220,761	$	452,598	$	115,663	$	589,009	$	95,565	$	2,473,596	NAV	$	1,540,713	$	556,042	$	137,901	$	910,248	$	89,039	$	3,233,943
Number of outstanding shares	Number of outstanding shares	96,013,268		35,541,455		9,074,648		46,244,259		7,513,281				Number of outstanding shares	104,576,961		37,681,185		9,335,732		61,681,208		6,041,611
NAV per share	NAV per share	$	12.71	$	12.73	$	12.75	$	12.74	$	12.72			NAV per share	$	14.73	$	14.76	$	14.77	$	14.76	$	14.74

________

(1)The value of our real estate investments was greater than the historical cost by ~~4.3%~~9.8% as of ~~September 30, 2021.~~March 31, 2022.

The following table provides a breakdown of the major components of our NAV as of December 31, ~~2020:~~2021:


		December 31, 2020													December 31, 2021
Component of NAV	Component of NAV	Class A Shares		Class M Shares		Class A-I Shares		Class M-I Shares		Class D Shares		Total		Component of NAV	Class A Shares		Class M Shares		Class A-I Shares		Class M-I Shares		Class D Shares		Total
Real estate investments (1)	Real estate investments (1)	$	1,464,376	$	582,651	$	157,468	$	544,201	$	81,029	$	2,829,725	Real estate investments (1)	$	2,307,210	$	842,232	$	216,341	$	1,217,062	$	173,358	$	4,756,203
Debt	Debt	(472,476)		(187,990)		(50,807)		(175,584)		(26,144)		(913,001)		Debt	(988,699)		(360,918)		(92,708)		(521,543)		(74,289)		(2,038,157)
Other assets and liabilities, net	Other assets and liabilities, net	48,023		19,107		5,165		17,846		2,658		92,799		Other assets and liabilities, net	37,998		13,871		3,563		20,044		2,856		78,332
Estimated enterprise value premium	Estimated enterprise value premium	None assumed		None assumed		None assumed		None assumed		None assumed		None assumed		Estimated enterprise value premium	None assumed		None assumed		None assumed		None assumed		None assumed		None assumed
NAV	NAV	$	1,039,923	$	413,768	$	111,826	$	386,463	$	57,543	$	2,009,523	NAV	$	1,356,509	$	495,185	$	127,196	$	715,563	$	101,925	$	2,796,378
Number of outstanding shares	Number of outstanding shares	89,671,096		35,612,156		9,616,299		33,247,001		4,957,915				Number of outstanding shares	100,038,362		36,458,191		9,356,309		52,676,693		7,513,281
NAV per share	NAV per share	$	11.60	$	11.62	$	11.63	$	11.62	$	11.61			NAV per share	$	13.56	$	13.58	$	13.59	$	13.58	$	13.57

________

(1)The value of our real estate investments was greater than the historical cost by ~~2.6%~~3.6% as of December 31, ~~2020.~~2021.

The increase in NAV per share from December 31, ~~2020~~2021 to ~~September 30, 2021,~~March 31, 2022, was related to a net increase of ~~6.7%~~5.9% in the value of our portfolio. Property operations for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 had an insignificant impact on NAV as dividends declared offset property operations for the period. Our NAV for the different share classes is reduced by normal and recurring class-specific fees and offering and organization costs.

The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of ~~September 30, 2021:~~March 31, 2022:


		Industrial		Office		Residential		Retail		Other (1)		Total Company			Industrial		Office		Residential		Retail		Other (1)		Total Company
Exit capitalization rate	Exit capitalization rate	4.79	%	5.59	%	4.78	%	5.50	%	6.25	%	5.08	%	Exit capitalization rate	4.44	%	5.30	%	4.39	%	5.49	%	6.25	%	4.71	%
Discount rate/internal rate of return (IRR)	Discount rate/internal rate of return (IRR)	5.66		6.38		6.07		6.39		7.80		6.07		Discount rate/internal rate of return (IRR)	5.60		6.16		5.86		6.36		7.80		5.91
Annual market rent growth rate	Annual market rent growth rate	3.16		2.81		3.14		2.65		3.07		2.99		Annual market rent growth rate	3.44		2.86		3.30		2.76		3.07		3.20
Holding period (years)	Holding period (years)	10.00		10.00		10.00		10.00		21.98		10.10		Holding period (years)	10.00		10.00		10.00		10.00		21.68		10.08

________

(1) Other includes two standalone parking garages. South Beach Parking Garage is subject to a ground lease and the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.

The following are key assumptions (shown on a weighted-average basis) that are used in the discounted cash flow models to estimate the value of our real estate investments as of December 31, ~~2020:~~2021:


		Industrial		Office		Residential		Retail		Other (1)		Total Company			Industrial		Office		Residential		Retail		Other (1)		Total Company
Exit capitalization rate	Exit capitalization rate	5.44	%	5.72	%	5.09	%	5.56	%	6.25	%	5.43	%	Exit capitalization rate	4.61	%	5.54	%	4.51	%	5.49	%	6.25	%	4.85	%
Discount rate/internal rate of return (IRR)	Discount rate/internal rate of return (IRR)	6.00		6.50		6.35		6.38		7.78		6.30		Discount rate/internal rate of return (IRR)	5.62		6.32		5.94		6.42		7.80		5.99
Annual market rent growth rate	Annual market rent growth rate	2.96		2.80		3.03		2.50		3.13		2.83		Annual market rent growth rate	3.30		2.77		3.31		2.74		3.07		3.14
Holding period (years)	Holding period (years)	10.00		10.00		10.00		10.00		21.81		10.15		Holding period (years)	10.00		10.00		10.00		10.00		21.83		10.09

________

(1) Other includes Chicago and South Beach parking garages. South Beach Parking Garage is subject to a ground lease, the appraisal incorporates discounted cash flows over its remaining lease term and therefore does not utilize an exit capitalization rate.

While we believe our assumptions are reasonable, a change in these assumptions would impact the calculation of the value of our real estate investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our real estate investment value:


Input	Input		September 30, 2021		December 31, 2020		Input		March 31, 2022		December 31, 2021
Discount Rate - weighted average	Discount Rate - weighted average	0.25% increase	(2.0)	%	(2.0)	%	Discount Rate - weighted average	0.25% increase	(1.8)	%	(1.7)	%
Exit Capitalization Rate - weighted average	Exit Capitalization Rate - weighted average	0.25% increase	(3.1)	%	(2.9)		Exit Capitalization Rate - weighted average	0.25% increase	(3.2)		(2.8)
Annual market rent growth rate - weighted average	Annual market rent growth rate - weighted average	0.25% decrease	(1.6)	%	(1.5)		Annual market rent growth rate - weighted average	0.25% decrease	(1.4)		(1.2)

The fair value of our mortgage notes and other debt payable was estimated to be approximately ~~$27,738~~$67,899 lower and ~~$43,959~~$4,054 higher than the carrying values at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. The NAV per share would have increased by $0.31 and decreased by ~~$0.09 and $0.26~~$0.02 per share at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively, if we were to have included the fair value of our mortgage notes and other debt payable in our methodology to determine NAV.

The selling commission and dealer manager fee are offering costs and are recorded as a reduction of capital in excess of par value. Selling commissions are paid on the date of sale of our common stock. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock. For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee. Dealer manager fees payable are included in accrued offering costs on our Consolidated Balance Sheets. Dealer manager fees payable as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 were ~~$125,123~~$152,529 and ~~$105,770,~~$135,663, respectively.

5041

The following table reconciles stockholders' equity per our Consolidated Balance Sheet to our NAV:


	~~September 30, 2021~~March 31, 2022
Stockholders' equity under GAAP	$	~~1,593,381~~1,919,120
Adjustments:
Accrued dealer manager fees (1)	~~122,546~~151,016
Organization and offering costs (2)	~~516~~698
Unrealized real estate appreciation (3)	~~388,436~~816,793
Accumulated depreciation, amortization and other (4)	~~368,717~~346,316
NAV	$	~~2,473,596~~3,233,943

________

(1) Accrued dealer manager fees represents the accrual for future dealer manager fees for Class A, Class M and Class A-I shares. We accrue all future dealer manager fees up to the ten percent regulatory limit on the date of sale of our common stock as an offering cost. For NAV calculation purposes, dealer manger fees are accrued daily, on a continuous basis equal to 1/365th of the stated fee.

(2) The Advisor advanced organization and offering costs on our behalf through ~~September 30, 2021.~~March 31, 2022. Such costs are reimbursed to the Advisor ratably over 36 months. Under GAAP, organization costs are expensed as incurred and offering costs are charged to equity as such amounts are incurred. For NAV, such costs are recognized as a reduction to NAV ratably over 36 months.

(3) Our investments in real estate are presented under historical cost in our GAAP Consolidated Financial Statements. As such, any increases in the fair market value of our investments in real estate are not included in our GAAP results. For purposes of determining our NAV, our investments in real estate are recorded at fair value.

(4) We depreciate our investments in real estate and amortize certain other assets and liabilities in accordance with GAAP. Such depreciation and amortization is not recorded for purposes of determining our NAV. Additionally, we make other fair value adjustments to our NAV to account for differences with historical cost GAAP; an example would be straight-line rent revenue.

Limitations and Risks

As with any valuation methodology, our methodology is based upon a number of estimates and assumptions that may not be accurate or complete. Our valuation methodology may not result in the determination of the fair value of our net assets as our mortgage notes and other debt payable are valued at cost. Different parties with different assumptions and estimates could derive a different NAV per share. Accordingly, with respect to our NAV per share, we can provide no assurance that:

•a stockholder would be able to realize this NAV per share upon attempting to resell his or her shares;

•we would be able to achieve for our stockholders the NAV per share upon a listing of our shares of common stock on a national securities exchange, selling our real estate portfolio or merging with another company; or

•the NAV per share, or the methodologies relied upon to estimate the NAV per share, will be found by any regulatory authority to comply with any regulatory requirements.

Furthermore, the NAV per share was calculated as of a particular point in time. The NAV per share will fluctuate over time in response to, among other things, changes in real estate market fundamentals, capital markets activities and attributes specific to the properties and leases within our portfolio.

5142

Liquidity and Capital Resources

Our primary uses and sources of cash are as follows:

Uses

Sources

Short-term liquidity and capital needs such as:

•

Operating cash flow, including the receipt of distributions of our share of cash flow produced by our unconsolidated real estate affiliates and fund investment

•

Interest payments on debt

•

Distributions to stockholders

•

Proceeds from secured loans collateralized by individual properties

•

Fees payable to our Advisor

•

Minor improvements made to individual properties that are not recoverable through expense recoveries or common area maintenance charges to tenants

•

Proceeds from our Revolving Credit Facility

•

Sales of our shares

•

General and administrative costs

•

Sales of real estate investments

•

Costs associated with capital raising in our continuous public offering, private offering and DST Program

•

Proceeds from our private offering

•

Other Company level expenses

•

Draws from lender escrow accounts

•

Lender escrow accounts for real estate taxes, insurance, and capital expenditures

•

Sales of beneficial interests in the DST Program

•

Fees payable to our Dealer Manager

Longer-term liquidity and capital needs such as:

•

Acquisitions of new real estate investments

•

Expansion of existing properties

•

Tenant improvements and leasing commissions

•

Debt repayment requirements, including both principal and interest

•

Repurchases of our shares pursuant to our share repurchase plan

•

Fees payable to our Advisor

•

Fees payable to our Dealer Manager

The sources and uses of cash for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows:


		Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020		$ Change			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		$ Change
Net cash provided by operating activities		$	64,492	$	51,558	$	12,934
Net cash (used in) provided by operating activities								Net cash (used in) provided by operating activities	$	(13,731)	$	17,172	$	(30,903)
Net cash used in investing activities	Net cash used in investing activities	(915,027)		(107,692)		(807,335)		Net cash used in investing activities	(84,689)		(166,868)		82,179
Net cash provided by financing activities	Net cash provided by financing activities	978,168		30,157		948,011		Net cash provided by financing activities	162,514		121,042		41,472

Net cash (used in) provided by operating activities ~~increased~~decreased by ~~$12,934~~$30,900 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021. The ~~increase~~decrease in cash from operating activities is primarily due to the payment of the performance fee earned in 2021 in the amount of $36,711 offset by increase in cash from new acquisitions as well as increased rent collections from several tenants primarily in our retail segment.

Net cash used in investing activities ~~increased~~decreased by ~~$807,335~~$82,179 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021. The ~~increase~~decrease was primarily related to ~~increased~~decreased acquisitions made during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020, offset partially by the cash received from the sale of South Seattle Distribution Center in the first quarter of~~ 2021.

Net cash provided by financing activities ~~increased~~decreased by ~~$948,011~~$41,469 for the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021. The change is primarily related to ~~a $599,923 net proceeds from mortgage note payables and net draws on our Credit Facility in addition to a $236,568~~an increase of $65,796 in stock issuance during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020. Additionally,~~2021. Offsetting the increase was $29,252 less ~~cash was used for repurchases~~ of ~~common stock~~net proceeds from mortgage notes and other debt payment during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 as compared to the same period in ~~2020.~~2021.

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Financing

We have relied primarily on fixed-rate financing, locking in what were favorable spreads between real estate income yields and mortgage interest rates and have tried to maintain a balanced schedule of debt maturities. We also use interest rate derivatives to manage our exposure to interest rate movements on our variable rate debt. The following consolidated debt table provides information on the outstanding principal balances and the weighted average interest rates at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020:~~2021:


		Consolidated Debt									Consolidated Debt
		September 30, 2021				December 31, 2020					March 31, 2022				December 31, 2021
		Principal Balance		Weighted Average Interest Rate		Principal Balance		Weighted Average Interest Rate			Principal Balance		Weighted Average Interest Rate		Principal Balance		Weighted Average Interest Rate
Fixed	Fixed	$	1,242,624	3.32	%	$	871,043	3.53	%	Fixed	$	1,322,079	3.33	%	$	1,268,220	3.37	%
Variable	Variable	347,392		1.70		—		—		Variable	496,400		1.91		551,400		1.71
Total	Total	$	1,590,016	2.96	%	$	871,043	3.53	%	Total	$	1,818,479	2.94	%	$	1,819,620	2.86	%

Covenants

At ~~September 30, 2021,~~March 31, 2022, we were in compliance with all debt covenants.

Other Sources

On ~~July 6, 2018,~~December 21, 2021, our Current Public Offering registration statement was declared effective with the SEC (Commission File No. ~~333-222533)~~333-256823) to register 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, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. We intend to offer shares of our common stock on a continuous basis for an indefinite period of time by filing a new registration statement before the end of each three-year offering period, subject to regulatory approval. We intend to use the net proceeds from the Current Public Offering, which are not used to pay the fees and other expenses attributable to our operations, 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.

On March 3, 2015, we commenced the Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. Proceeds from our Private Offering will be used for the same corporate purposes as the proceeds of our public offerings. We will reserve the right to terminate the Private Offering at any time and to extend the Private Offering term to the extent permissible under applicable law.

On October 16, 2019, we through our operating partnership, initiated the DST Program to raise up to $500,000, which our board of directors increased to $1,000,000 on August 10, 2021, in private placements exempt from registration under the Securities Act, as amended, through the sale of beneficial interests to accredited investors in specific DSTs holding real properties, which may be sourced from our real properties or from third parties.

On June 4, 2021, we filed a Registration Statement on Form S-11 with the SEC (Commission File No. 333-256823) to register our Third Extended 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, consisting of up to $2,700,000 of shares offered in our primary offering and up to $300,000 in shares offered pursuant to our distribution reinvestment plan. As of November 10, 2021, the Third Extended Public Offering has not been declared effective. Proceeds from our Third Extended Public Offering will be used for the same corporate purposes as the proceeds of the Current Public Offering.

Contractual Cash Obligations and Commitments

From time to time, we enter into contingent agreements for the acquisition and financing of properties. Such acquisitions and financings are subject to satisfactory completion of due diligence or meeting certain leasing or occupancy thresholds.

We are subject to fixed ground lease payments on South Beach Parking Garage of ~~$100~~$112 per year until September 30, ~~2021~~2024 and these payments will increase every five years thereafter by the lesser of 12% or the cumulative CPI over the previous five year period. We are also subject to a variable ground lease payment calculated as 2.5% of revenue. The lease expires September 30, 2041 and has a ten-year renewal option.

The operating agreement for Grand Lakes Marketplace allows the unrelated third party joint venture partner, owning a 10% interest, to put its interest to us at a market determined value.

The operating agreement for 237 Via Vera Cruz, 13500 Danielson Street, 4211 Starboard, 2840, Loaker Avenue and 15890 Bernardo Center Drive allows the unrelated third party joint venture partner, owning a 5% interest, to put its interest to us at a market determined value starting July 31, 2024.

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Off Balance Sheet Arrangements

~~At September 30, 2021, we had approximately $110 in an outstanding letter of credit that is not reflected on our balance sheet. We have no other off balance sheet arrangements.~~None.

Distributions to Stockholders

To remain qualified as a REIT for federal income tax purposes, we must distribute or pay tax on 100% of our capital gains and distribute at least 90% of ordinary taxable income to stockholders.

The following factors, among others, will affect operating cash flow and, accordingly, influence the decisions of our board of directors regarding distributions:

•scheduled increases in base rents of existing leases;

•changes in minimum base rents and/or overage rents attributable to replacement of existing leases with new or renewal leases;

•changes in occupancy rates at existing properties and procurement of leases for newly acquired or developed properties;

•necessary capital improvement expenditures or debt repayments at existing properties;

•ability of our tenants to pay rent as a result of the impact of COVID-19 on their financial condition; and

•our share of distributions of operating cash flow generated by the unconsolidated real estate affiliates, less management costs and debt service on additional loans that have been or will be incurred.

We anticipate that operating cash flow, cash on hand, proceeds from dispositions of real estate investments or refinancings will provide adequate liquidity to conduct our operations, fund general and administrative expenses, fund operating costs and interest payments and allow distributions to our stockholders in accordance with the REIT qualification requirements of the Internal Revenue Code of 1986, as amended.


Item 3.			Quantitative and Qualitative Disclosures About Market Risk.

We are subject to market risk associated with changes in interest rates in terms of our variable-rate debt and the price of new fixed-rate debt for refinancing of existing debt. We manage our interest rate risk exposure by obtaining fixed-rate loans where possible as well as by entering into interest rate cap and swap agreements. As of ~~September 30, 2021,~~March 31, 2022, we had consolidated debt of ~~$1,589,935.~~$1,818,479. Including the ~~$5,009~~$1,523 net debt discount on assumed debt and debt issuance costs, we have consolidated debt of ~~$1,584,926~~$1,816,956 at ~~September 30, 2021.~~March 31, 2022. We also entered into interest rate swap agreements on $190,000 of debt, which cap the LIBOR rate at between 1.4% and 2.6%. A 0.25% movement in the interest rate on the ~~$347,392~~$496,400 of variable-rate debt would have resulted in a ~~$868~~$1,241 annualized increase or decrease in consolidated interest expense and cash flow from operating activities.

We are subject to interest rate risk with respect to our fixed-rate financing in that changes in interest rates will impact the fair value of our fixed-rate financing. To determine fair market value, the fixed-rate debt is discounted at a rate based on an estimate of current lending rates, assuming the debt is outstanding through maturity and considering the collateral. At ~~September 30, 2021,~~March 31, 2022, the fair value of our consolidated debt was estimated to be ~~$27,738 higher~~$67,899 lower than the carrying value of ~~$1,589,935~~$1,818,479 If treasury rates were 0.25% higher ~~at September 30, 2021,~~as of March 31, 2022, the fair value of our consolidated debt would have been ~~$9,262 higher~~$72,029 lower than the carrying value.


Item 4.			Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on management’s evaluation as of ~~September 30, 2021,~~March 31, 2022, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and

communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended) during the quarter ended ~~September 30, 2021~~March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal control over financial reporting to date as a result of most of the employees of our Advisor and its affiliates working remotely due to the COVID-19 pandemic. ~~We are continually monitoring and assessing the COVID-19 pandemic on our internal controls to minimize the impact to their design and operating effectiveness.~~

PART II

OTHER INFORMATION


Item 1.			Legal Proceedings.


Item 1A.			Risk Factors.

~~Except as disclosed in "Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, there~~There have been no material changes to the risk factors previously disclosed under "Item 1A. Risk ~~Factors "2020~~Factors" 2021 Form 10-K.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

Our share repurchase plan limits repurchases during any calendar quarter to shares with an aggregate value (based on the repurchase price per share on the day the repurchase is effected) of 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, we limit repurchases to approximately 20% of our total NAV. If the quarterly volume limitation is reached on or before the third business day of a calendar quarter, repurchase requests during the next quarter will be satisfied on a stockholder by stockholder basis, which we refer to as a “per stockholder allocation,” instead of a first-come, first-served basis. Pursuant to the per stockholder allocation, each of our stockholders would be allowed to request repurchase at any time during such quarter of a total number of shares not to exceed 5% of the shares of common stock the stockholder held as of the end of the prior quarter. The per stockholder allocation requirement will remain in effect for each succeeding quarter for which the total repurchases for the immediately preceding quarter exceeded four percent of our NAV on the last business day of such preceding quarter. If total repurchases during a quarter for which the per stockholder allocation applies are equal to or less than four percent of our NAV on the last business

day of such preceding quarter, then repurchases will again be first-come, first-served for the next succeeding quarter and each quarter thereafter.

During the three months ended ~~September 30, 2021,~~March 31, 2022, we repurchased ~~2,358,010~~3,012,118 shares of common stock under the share repurchase plan.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Pursuant to the Program (1)
July 1 - July 31, 2021 518,450 $ 12.09 518,450 —
August 1 - August 31, 2021 654,712 12.30 654,712 —
September 1 - September 30, 2021 1,184,848 12.69 1,184,848 —
Total 2,358,010 $ 12.45 2,358,010 —


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Pursuant to the Program (1)
January 1 - January 31, 2022	1,931,656	$	13.52	1,931,656	—
February 1 - February 28, 2022	531,858	13.73		531,858	—
March 1 - March 31, 2022	548,604	14.29		548,604	—
Total	3,012,118	$	13.70	3,012,118	—

________

(1) Repurchases are limited as described above.

Unregistered Sales of Equity Securities

On March 3, 2015, we commenced the Private Offering of up to $350,000 in shares of our Class D common stock with an indefinite duration. No Class D shares were issued during the three months ended ~~September 30, 2021.~~March 31, 2022.


Item 3.			Defaults Upon Senior Securities.

Not applicable.


Item 4.			Mine Safety Disclosures.

Not applicable.


Item 5.			Other Information.

None.

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Item 6.			Exhibits.


Exhibit No.						Description

~~10.1~~*						~~Purchase and Sale Agreement for Single-Family Rental Portfolio, dated August 5, 2021, between LIPT SFR Portfolio, LLC and GVI RH JV HoldCo, LLC.~~

31.1*						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.INS*						XBRL Instance Document

101.SCH*						XBRL Schema Document

101.CAL*						XBRL Calculation Linkbase Document

101.DEF*						Definition Linkbase Document

101.LAB*						XBRL Labels Linkbase Document

101.PRE*						XBRL Presentation Linkbase Document

104*						Cover Page Intereactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

__________

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, Jones Lang LaSalle Income Property Trust, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

Date:	~~November 10, 2021~~May 16, 2022	By:	/s/ C. Allan Swaringen
			C. Allan Swaringen
			President, Chief Executive Officer


			JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

Date:	~~November 10, 2021~~May 16, 2022	By:	/s/ Gregory A. Falk
			Gregory A. Falk
			Chief Financial Officer and Treasurer

5849