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 ~~March 31,~~June 30, 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: 000-54295

Sterling Real Estate Trust

d/b/a Sterling Multifamily Trust

(Exact name of registrant as specified in its charter)

North Dakota	90-0115411
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4340 18th Ave ~~South,~~S., Suite 200, Fargo, North Dakota	58103
(Address of principal executive offices)	(Zip Code)

(701) 353-2720

(Registrant’s telephone number, including area code)

(Former name, former address and formal fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the ~~Act~~Act:



Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Shares, par value $0.01 per share	N/A	N/A

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 (§(Section 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~~large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ~~“large-accelerated~~“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	☐
~~(Do not check if a smaller reporting company)~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class		Outstanding at ~~May 9,~~August 8, 2022
Common Shares of Beneficial Interest, $0.01 par value per share		~~10,568,510~~10,688,070

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

INDEX

	Page
	No.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited):	3
Consolidated Balance Sheets – as of ~~March 31,~~June 30, 2022 and December 31, 2021	3
Consolidated Statements of Operations and Other Comprehensive Income – Three and six months ended ~~March 31,~~June 30, 2022 and 2021	4
Consolidated Statements of Shareholders’ Equity – Three and six months ended ~~March 31,~~June 30, 2022 and 2021	5
Consolidated Statements of Cash Flows – ~~Three~~six months ended ~~March 31,~~June 30, 2022 and 2021	67
Notes to Consolidated Financial Statements	89
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2629
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3641
Item 4. Controls and Procedures	3642

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3743
Item 6. Exhibits	3945
Signatures	4046

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

as of ~~March 31,~~June 30, 2022 (UNAUDITED) and December 31, 2021


	March 31,		December 31,		June 30,		December 31,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
ASSETS
Real estate investments
Land and land improvements	$	126,432	$	125,338	$	127,946	$	125,338
Building and improvements		778,050		763,003		794,059		763,003
Construction in progress		6,995		8,361		7,404		8,361
Real estate investments		911,477		896,702		929,409		896,702
Less accumulated depreciation		(184,198)		(179,155)		(188,266)		(179,155)
Real estate investments, net		727,279		717,547		741,143		717,547
Cash and cash equivalents		49,854		51,507		40,072		51,507
Restricted deposits		11,639		9,149		8,825		9,149
Investment in unconsolidated affiliates		23,852		18,658		24,494		18,658
Notes receivable		6,893		7,457		5,423		7,457
Lease intangible assets, less accumulated amortization		6,011		6,246		5,922		6,246
Other assets, net		14,734		10,302		21,274		10,302

Total Assets	$	840,262	$	820,866	$	847,153	$	820,866

LIABILITIES
Mortgage notes payable, net	$	502,140	$	493,142	$	504,979	$	493,142
Dividends payable		8,366		7,567		8,394		7,567
Tenant security deposits payable		5,587		5,225		6,167		5,225
Lease intangible liabilities, less accumulated amortization		766		811		724		811
Accrued expenses and other liabilities		13,866		18,604		12,665		18,604
Total Liabilities		530,725		525,349		532,929		525,349

COMMITMENTS and CONTINGENCIES - Note 13

SHAREHOLDERS' EQUITY
Beneficial interest		117,691		116,856		119,519		116,856
Noncontrolling interest
Operating partnership		183,585		176,954		182,621		176,954
Partially owned properties		2,687		2,657		2,695		2,657
Accumulated other comprehensive income (loss)		5,574		(950)		9,389		(950)
Total Shareholders' Equity		309,537		295,517		314,224		295,517

	$	840,262	$	820,866	$	847,153	$	820,866

See Notes to Consolidated Financial Statements

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED ~~March 31,~~June 30, 2022 and 2021 (UNAUDITED)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

	(in thousands, except per share data)				(in thousands, except per share data)
Income from rental operations
Real estate rental income	$	33,817	$	31,923	$	66,734	$	63,683
Expenses
Expenses from rental operations
Operating expenses		13,157		11,664		27,846		23,772
Real estate taxes		3,638		3,390		7,135		6,634
Depreciation and amortization		5,963		5,756		11,745		11,083
Interest		4,954		4,302		9,800		8,589
		27,712		25,112		56,526		50,078
Administration of REIT		1,400		1,059		2,617		2,260
Total expenses		29,112		26,171		59,143		52,338
Income from operations		4,705		5,752		7,591		11,345

Other income
Equity in losses of unconsolidated affiliates		(284)		(89)		(1,424)		(116)
Other income		152		218		442		488
Gain on sale or conversion of real estate investments		2,012		1,710		3,340		1,710
Gain on involuntary conversion		522		687		547		687
Total other income		2,402		2,526		2,905		2,769
Net income	$	7,107	$	8,278	$	10,496	$	14,114
Net income attributable to noncontrolling interest:
Operating Partnership		4,531		5,355		6,676		9,108
Partially owned properties		8		(40)		38		(9)
Net income attributable to Sterling Real Estate Trust	$	2,568	$	2,963	$	3,782	$	5,015

Net income attributable to Sterling Real Estate Trust per common share, basic and diluted	$	0.24	$	0.29	$	0.36	$	0.50

Comprehensive income:
Net income	$	7,107	$	8,278	$	10,496	$	14,114
Other comprehensive gain (loss) - change in fair value of interest rate swaps		3,815		(845)		10,339		1,539
Comprehensive income		10,922		7,433		20,835		15,653
Comprehensive income attributable to noncontrolling interest		6,974		4,772		13,315		10,092
Comprehensive income attributable to Sterling Real Estate Trust	$	3,948	$	2,661	$	7,520	$	5,561

Weighted average Common Shares outstanding, basic and diluted		10,564		10,085		10,515		10,034

See Notes to Consolidated Financial Statements

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED June 30, 2022 (UNAUDITED)

Three Months Ended

March 31,

2022

2021

(in thousands, except per share data)
Income from rental operations

Real estate rental income
$
32,916

$
31,760
Expenses

Expenses from rental operations

Operating expenses

14,689

12,107
Real estate taxes

3,497

3,244
Depreciation and amortization

5,782

5,328
Interest

4,845

4,287

28,813

24,966
Administration of REIT

1,217

1,201
Total expenses

30,030

26,167
Income from operations

2,886

5,593

Other income

Equity in losses of unconsolidated affiliates

(1,141)

(27)
Other income

315

270
Gain on sale or conversion of real estate investments

1,329

—
Total other income

503

243
Net income
$
3,389

$
5,836
Net income attributable to noncontrolling interest:

Operating Partnership

2,145

3,753
Partially owned properties

30

31
Net income attributable to Sterling Real Estate Trust
$
1,214

$
2,052

Net income attributable to Sterling Real Estate Trust per common share, basic and diluted
$
0.12

$
0.21

Comprehensive income:

Net income
$
3,389

$
5,836
Other comprehensive gain - change in fair value of interest rate swaps

6,524

2,384
Comprehensive income

9,913

8,220
Comprehensive income attributable to noncontrolling interest

6,342

5,324
Comprehensive income attributable to Sterling Real Estate Trust
$
3,571

$
2,896

Weighted average Common Shares outstanding, basic and diluted

10,465

9,983


			Accumulated		Noncontrolling
			Distributions	Total	Interest		Accumulated
	Common	Paid-in	in Excess of	Beneficial	Operating	Partially Owned	Comprehensive
	Shares	Capital	Earnings	Interest	Partnership	Properties	Income (Loss)	Total

	(in thousands)
BALANCE AT DECEMBER 31, 2021	10,342	$ 148,562	($ 31,706)	$ 116,856	$ 176,954	$ 2,657	($ 950)	$ 295,517
Contribution of assets in exchange for the issuance of noncontrolling interest shares	-	-	-	-	10,180	-	-	10,180
Shares/units redeemed	(18)	(401)	-	(401)	(335)	-	-	(736)
Dividends and distributions declared	-	-	(3,007)	(3,007)	(5,359)	-	-	(8,366)
Dividends reinvested - stock dividend	79	1,716	-	1,716	-	-	-	1,716
Issuance of shares under optional purchase plan	57	1,313	-	1,313	-	-	-	1,313
Change in fair value of interest rate swaps	-	-	-	-	-	-	6,524	6,524
Net income	-	-	1,214	1,214	2,145	30	-	3,389
BALANCE AT MARCH 31, 2022	10,460	$ 151,190	($ 33,499)	$ 117,691	$ 183,585	$ 2,687	$ 5,574	$ 309,537
Shares/units redeemed	(18)	(386)	-	(386)	(138)	-	-	(524)
Dividends and distributions declared	-	-	(3,037)	(3,037)	(5,357)	-	-	(8,394)
Dividends reinvested - stock dividend	86	1,877	-	1,877	-	-	-	1,877
Issuance of shares under optional purchase plan	35	806	-	806	-	-	-	806
Change in fair value of interest rate swaps	-	-	-	-	-	-	3,815	3,815
Net income	-	-	2,568	2,568	4,531	8	-	7,107
BALANCE AT JUNE 30, 2022	10,563	$ 153,487	($ 33,968)	$ 119,519	$ 182,621	$ 2,695	$ 9,389	$ 314,224

See Notes to Consolidated Financial Statements

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Continued)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021~~March 31, 2022 and 2021~~ (UNAUDITED)

Accumulated

Noncontrolling

Distributions

Total

Interest

Accumulated

Common

Paid-in

in Excess of

Beneficial

Operating

Partially Owned

Comprehensive


Shares

Capital

Earnings

Interest

Partnership

Properties

Income (Loss)

Total

(in thousands)
BALANCE AT DECEMBER 31, 2020

9,855

$
139,105

$
(29,739)

$
109,366

$
181,621

$
2,346

$
(1,805)

$
291,528
Shares/units redeemed

(41)

(777)

—

(777)

(628)

—

—

(1,405)
Dividends and distributions declared

—

—

(2,642)

(2,642)

(4,835)

—

—

(7,477)
Dividends reinvested - stock dividend

89

1,686

—

1,686

—

—

—

1,686
Issuance of shares under optional purchase plan

65

1,307

—

1,307

—

—

—

1,307
Change in fair value of interest rate swaps

—

—

—

—

—

—

2,384

2,384
Net income

—

—

2,052

2,052

3,753

31

—

5,836
BALANCE AT MARCH 31, 2021

9,968

$
141,321

$
(30,329)

$
110,992

$
179,911

$
2,377

$
579

$
293,859


			Accumulated		Noncontrolling							Accumulated				Noncontrolling
			Distributions	Total	Interest		Accumulated					Distributions		Total		Interest				Accumulated
	Common	Paid-in	in Excess of	Beneficial	Operating	Partially Owned	Comprehensive		Common	Paid-in		in Excess of		Beneficial		Operating		Partially Owned		Comprehensive
	Shares	Capital	Earnings	Interest	Partnership	Properties	Income (Loss)	Total	Shares	Capital		Earnings		Interest		Partnership		Properties		Income (Loss)		Total

	(in thousands)								(in thousands)
BALANCE AT DECEMBER 31, 2021	10,342	$ 148,562	($ 31,706)	$ 116,856	$ 176,954	$ 2,657	($ 950)	$ 295,517
BALANCE AT DECEMBER 31, 2020									9,855	$ 139,105		($ 29,739)		$ 109,366		$ 181,621		$ 2,346		($ 1,805)		$ 291,528
Shares/units redeemed									(41)	(777)		-		(777)		(628)		-		-		(1,405)
Dividends and distributions declared									—	-		(2,642)		(2,642)		(4,835)		-		-		(7,477)
Dividends reinvested - stock dividend									89	1,686		-		1,686		-		-		-		1,686
Issuance of shares under optional purchase plan									65	1,307		-		1,307		-		-		-		1,307
Change in fair value of interest rate swaps									—	-		-		-		-		-		2,384		2,384
Net income (loss)									—	-		2,052		2,052		3,753		31		-		5,836
BALANCE AT MARCH 31, 2021									9,968	$ 141,321		($ 30,329)		$ 110,992		$ 179,911		$ 2,377		$ 579		$ 293,859
Contribution of assets in exchange for the issuance of noncontrolling interest shares	-	-	-	-	10,180	-	-	10,180	-		-		-		-		890		-		-	890
Shares/units redeemed	(18)	(401)	-	(401)	(335)	-	-	(736)	(15)	(292)		-		(292)		(1,853)		-		-		(2,145)
Dividends and distributions declared	-	-	(3,007)	(3,007)	(5,359)	-	-	(8,366)	-	-		(2,672)		(2,672)		(4,821)		-		-		(7,493)
Dividends reinvested - stock dividend	79	1,716	-	1,716	-	-	-	1,716	88	1,679		-		1,679		-		-		-		1,679
Issuance of shares under optional purchase plan	57	1,313	-	1,313	-	-	-	1,313	41	820		-		820		-		-		-		820
Change in fair value of interest rate swaps	-	-	-	-	-	-	6,524	6,524	-	-		-		-		-		-		(845)		(845)
Net income	-	-	1,214	1,214	2,145	30	-	3,389	-	-		2,963		2,963		5,355		(40)		-		8,278
BALANCE AT MARCH 31, 2022	10,460	$ 151,190	($ 33,499)	$ 117,691	$ 183,585	$ 2,687	$ 5,574	$ 309,537
BALANCE AT JUNE 30, 2021									10,082	$ 143,528		($ 30,038)		$ 113,490		$ 179,482		$ 2,337		($ 266)		$ 295,043

See Notes to Consolidated Financial Statements

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~March 31,~~June 30, 2022 and 2021 (UNAUDITED)


	Three Months Ended				Six Months Ended
	March 31,				June 30,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
OPERATING ACTIVITIES
Net income	$	3,389	$	5,836	$	10,496	$	14,114
Adjustments to reconcile net income to net cash provided by operating activities
Gain on sale of real estate investments		(1,329)		—		(3,340)		(1,710)
Gain on involuntary conversion						(547)		(687)
Equity in loss of unconsolidated affiliates		1,141		27		1,424		116
Distributions of earnings of unconsolidated affiliates		4		57		177		116
Allowance for uncollectible accounts receivable		(544)		(47)		(380)		377
Depreciation		5,390		5,006		10,858		10,439
Amortization		392		315		887		629
Amortization of debt issuance costs		157		130		337		262
Effects on operating cash flows due to changes in
Other assets		1,583		229		(1,422)		(4,574)
Tenant security deposits payable		362		176		942		278
Accrued expenses and other liabilities		(3,088)		(2,820)		(3,935)		(2,705)
NET CASH PROVIDED BY OPERATING ACTIVITIES		7,457		8,909		15,497		16,655
INVESTING ACTIVITIES
Purchase of real estate investment properties		(4,893)		—		(26,131)		(13,102)
Capital expenditures and tenant improvements		(2,402)		(3,686)		(5,423)		(8,705)
Proceeds from sale of real estate investments and non-real estate investments		2,622		—		6,266		5,590
Proceeds from involuntary conversion		261		1,642		733		3,109
Investment in unconsolidated affiliates		(6,444)		(2,090)		(7,749)		(2,090)
Distributions in excess of earnings received from unconsolidated affiliates		105		1		312		—
Notes receivable issued net of payments received		564		17		2,034		1,386
NET CASH USED IN INVESTING ACTIVITIES		(10,187)		(4,116)		(29,958)		(13,812)
FINANCING ACTIVITIES
Payments for financing, debt issuance		(95)		(154)		(201)		(358)
Payments on investment certificates and subordinated debt		—		(25)		—		(25)
Proceeds from issuance of mortgage notes payable and subordinated debt		12,867		18,485		23,305		31,162
Principal payments on mortgage notes payable		(3,931)		(14,528)		(8,921)		(22,408)
Proceeds from issuance of shares under optional purchase plan		1,313		1,307		2,119		2,127
Shares/units redeemed		(736)		(1,405)		(1,260)		(3,550)
Dividends/distributions paid		(5,851)		(5,761)		(12,340)		(11,559)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		3,567		(2,081)		2,702		(4,611)
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS		837		2,712		(11,759)		(1,768)
CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS AT BEGINNING OF PERIOD		60,656		27,635		60,656		27,635
CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS AT END OF PERIOD	$	61,493	$	30,347	$	48,897	$	25,867

CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS AT END OF PERIOD
Cash and cash equivalents	$	49,854	$	13,888	$	40,072	$	11,529
Restricted deposits		11,639		16,459		8,825		14,338
TOTAL CASH AND CASH EQUIVALENTS AND RESTRICTED DEPOSITS, END OF PERIOD	$	61,493	$	30,347	$	48,897	$	25,867

See Notes to Consolidated Financial Statements

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

FOR THE ~~THREE~~SIX MONTHS ENDED ~~March 31,~~June 30, 2022 and 2021 (UNAUDITED) ~~(Continued)~~


	Year Ended				Six Months Ended
	March 31,				June 30,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
SCHEDULE OF CASH FLOW INFORMATION
Cash paid during the period for interest, net of capitalized interest	$	4,698	$	4,144	$	9,526	$	8,380

SUPPLEMENTARY SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Dividends reinvested	$	1,716	$	1,686	$	3,593	$	3,365
Dividends declared and not paid		3,007		2,642		3,037		2,672
UPREIT distributions declared and not paid		5,359		4,835		5,357		4,821
Acquisition of assets in exchange for the issuance of noncontrolling interest units in UPREIT		10,180		—		10,180		890
Increase in land improvements due to increase in special assessments payable		—		26		195		26
Unrealized gain on interest rate swaps		6,524		2,384		10,339		1,539
Acquisition of assets through assumption of debt and liabilities		(15,073)		—		36,311		—
Capitalized interest and real estate taxes related to construction in progress		23		95		46		—

See Notes to Consolidated Financial Statements

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

Note 1 - Organization

Sterling Real Estate Trust d/b/a Sterling Multifamily Trust (“~~Sterling,” the “Trust”~~Sterling”, “the Trust” or ~~the “Company”~~“the Company”) is a registered, but unincorporated business trust organized in North Dakota in December 2002. Sterling has elected to be taxed as a Real Estate Investment Trust (“REIT”) under Sections 856-860 of the Internal Revenue Code.

Sterling previously established an ~~operating partnership (Sterling~~Operating Partnership (“Sterling Properties, ~~LLLP~~LLLP” or the “Operating Partnership”) and transferred all of its assets and liabilities to the ~~Operating Partnership~~operating partnership in exchange for general partnership units. As the general partner of Sterling Properties, LLLP, Sterling has management responsibility for all activities of the Operating Partnership. As of ~~March 31,~~June 30, 2022 and December 31, 2021, Sterling owned approximately ~~35.94%~~36.18% and ~~36.27%~~36.22%, respectively, of the Operating Partnership.

NOTE 2 – PRINCIPAL ACTIVITY AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 2021, which have previously been filed with the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted from this report on Form 10-Q pursuant to the rules and regulations of the SEC.

The results for the interim periods shown in this report are not necessarily indicative of future financial results. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary to present fairly our consolidated financial statements as of and for the ~~year~~three and six months ended ~~March 31,~~June 30, 2022. These adjustments are of a normal recurring nature.

Principles of Consolidation

The consolidated financial statements include the accounts of Sterling, Sterling Properties, LLLP, and ~~wholly owned~~wholly-owned limited liability companies. All significant intercompany transactions and balances have been eliminated in consolidation.

As of ~~March 31,~~June 30, 2022 the Trust owned approximately ~~35.94%~~36.18% of the partnership interests (“OP Units”) of the Operating Partnership. The remaining OP Units, consisting exclusively of limited partner interests, are held by persons who contributed their interests in properties to the Operating Partnership in exchange for OP Units. Under the partnership agreement, these persons have the right to tender their OP Units for redemption to the Operating Partnership at any time following a specified restricted period for cash equal to the fair value of an equivalent number of common shares of the Trust. In lieu of delivering cash, however, the Trust, as the Operating Partnership’s general partner, may, at its option, choose to acquire any OP Units so tendered by issuing common shares in exchange for the tendered OP Units. If the Trust so chooses, its common shares will be exchanged for OP Units on a one-for-one basis. This one-for-one exchange ratio is subject to adjustment to prevent dilution. With each such exchange or redemption, the Trust’s percentage ownership in the Operating Partnership will increase. In addition, whenever the Trust issues common or other classes of its shares, it contributes the net proceeds it receives from the issuance to the Operating Partnership and the Operating Partnership issues to the Trust an equal number of OP Units or other partnership interests having preferences and rights that mirror the preferences and rights of the shares issued. This structure is commonly referred to as an umbrella partnership REIT or “UPREIT.”

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

Additionally, we evaluate the need to consolidate affiliates based on standards set forth in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). In determining whether we have a requirement to consolidate the accounts of an entity, management considers factors such as our ownership interest, our authority to make decisions and contractual and substantive participating rights of the limited partners and shareholders, as well as whether the entity is a variable interest entity (“VIE”) for which we have both: a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance, and b) the obligation to absorb losses or the right to receive benefits from the VIE that could be potentially significant to the VIE. The Trust will consolidate the operations of a joint venture if the Trust determines that it is the primary beneficiary of a variable interest entity (VIE) and has substantial influence and control of the entity.

In instances where the Trust determines that it is not the primary beneficiary of a VIE and the Trust does not control the joint venture but can exercise influence over the entity with respect to its operations and major decisions, the Trust will use the equity method of accounting. Under the equity method, the operations of a joint venture will not be consolidated with the Trust’s operations but instead its share of operations will be reflected as equity in earnings (losses) of unconsolidated affiliates on its consolidated statements of operations and comprehensive loss. Additionally, the Trust’s net investment in the joint venture will be reflected as investment in unconsolidated ~~affiliates~~entity on the consolidated balance sheets. See Note 5 for additional details regarding variable interest entities where the Trust uses the equity method of investing.

The Operating Partnership meets the criteria as a variable interest entity (“VIE”). The Trust’s sole significant asset is its investment in the Operating Partnership. As a result, substantially all of the Trust’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Trust’s debt is an obligation of the Operating Partnership, and the Trust guarantees the unsecured debt obligations of the Operating Partnership.

Sterling may also acquire property using a reverse like-kind exchange structure (a “Reverse 1031 Like-Kind Exchange”) under Section 1031 of the Internal Revenue Code of 1986, as amended, to defer taxable gains on the subsequent sale of real estate property. As such, the acquired property (the “Parked Property”) is in the possession of a qualified intermediary engaged to execute the Reverse 1031 Like-Kind Exchange until the subsequent sale transaction and the Reverse 1031 Like-Kind Exchange are completed. Sterling retains essentially all of the legal and economic benefits and obligations related to the Parked Property prior to the completion of the Reverse 1031 Like-Kind Exchange. As such, a Parked Property is included in Sterling’s consolidated financial statements as a consolidated VIE until legal title is transferred to the Operating Partnership upon completion of the Reverse 1031 Like-Kind Exchange.

Concentration of Credit Risk

Our cash balances are maintained in various bank deposit accounts. The bank deposit amounts in these accounts may exceed federally insured limits at various times throughout the year.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Actual results could differ from those estimates.

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

Real Estate Investments

Real estate investments are recorded at cost less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred.

The Trust allocates the purchase price of each acquired investment property accounted for as an asset acquisition based upon the relative fair value at acquisition date of the individual assets acquired and liabilities assumed, which generally include (i) land, (ii) building and other improvements, (iii) in-place lease intangibles, (iv) acquired above and below market lease intangibles, and (v) assumed financing that is determined to be above or below market, if any. Transaction costs related to acquisitions ~~are~~ accounted for as asset acquisitions ~~and~~are capitalized as a cost of the property.

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~

For tangible assets acquired, including land, building and other improvements, the Trust considers available comparable market and industry information in estimating acquisition date fair value. Key factors considered in the calculation of fair value of both real property and intangible assets include the current market rent values, “dark” periods (building in vacant status), direct costs estimated with obtaining a new tenant, discount rates, escalation factors, standard lease terms, and tenant improvement costs.

Furniture and fixtures are stated at cost less accumulated depreciation. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for routine maintenance and repairs, which do not add to the value or extend useful lives, are expensed as incurred.

Depreciation is provided for over the estimated useful lives of the individual assets using the straight-line method over the following estimated useful lives:


Buildings and improvements		40 years
Furniture, fixtures and equipment		~~5-9~~5-9 years

The Trust’s investment properties are reviewed for potential impairment at the end of each reporting period or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. At the end of each reporting period, the Trust separately determines whether impairment indicators exist for each property.

Based on evaluation, there were 0 impairment losses during the three and six months ended ~~March 31,~~June 30, 2022 and 2021.

Federal Income Taxes

We have elected to be taxed as a REIT under the Internal Revenue Code, as amended. A REIT calculates taxable income similar to other domestic corporations, with the major difference being a REIT is entitled to a deduction for dividends paid. A REIT is generally required to distribute each year at least 90% of its taxable income. If it chooses to retain the remaining 10% of taxable income, it may do so, but it will be subject to a corporate tax on such income. REIT shareholders are ~~generally~~ taxed on REIT distributions of ordinary income in generally the same manner as they are taxed on other corporate distributions.

We intend to continue to qualify as a REIT and, provided we maintain such status, will not be taxed on the portion of the income that is distributed to shareholders. In addition, we intend to distribute all of our taxable income; therefore, 0 provisions or liabilities for income taxes have been recorded in the financial statements.

We follow FASB ASC Topic 740, Income Taxes, to recognize, measure, present and disclose in our consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of ~~March 31,~~June 30, 2022 and December 31, 2021 we did not have any liabilities for uncertain tax positions that we believe should be recognized in our consolidated

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

financial statements. We are no longer subject to Federal and State tax examinations by tax authorities for years before 2018.

Revenue Recognition

The Trust is the lessor for its residential and commercial leases. Leases are analyzed on an individual basis to determine lease classification. As of ~~March 31,~~June 30, 2022 all leases analyzed under the Trust’s lease classification process were determined to be operating leases.

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~

Earnings per Common Share

Basic earnings per common share is computed by dividing net income available to common shareholders (the “numerator”) by the weighted average number of common shares outstanding (the “denominator”) during the period. Sterling had 0 dilutive potential common shares during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and therefore, basic earnings per common share was equal to diluted earnings per common share for both periods.

For the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, Sterling’s denominators for the basic and diluted earnings per

common share were approximately ~~10,465,000~~10,515,000 and ~~9,983,000,~~10,034,000, respectively.

NOTE 3 – segment reporting

We report our results in 2 reportable segments: residential and commercial properties. Our residential properties include multifamily properties. Our commercial properties include retail, office, industrial, restaurant and medical properties. We assess and measure operating results based on net operating income (“NOI”), which we define as total real estate segment revenues less real estate expenses (which consist of real estate taxes, property management fees, utilities, repairs and maintenance, insurance, and property administrative and management fees). We believe NOI is an important measure of operating performance even though it should not be considered an alternative to net income or cash flow from operating activities. NOI is unaffected by financing, depreciation, amortization, legal and professional fees, and certain general and administrative expenses. The accounting policies of each segment are consistent with those described in Note 2 of this report.

~~Segment Revenues and Net Operating Income~~

The revenues and net operating income for the reportable segments (residential and commercial) are summarized as follows for the years ended March 31, 2022 and 2021, along with reconciliations to the consolidated financial statements. Segment assets are also reconciled to Total Assets as reported in the consolidated financial statements.

Three months ended March 31, 2022

Three months ended March 31, 2021


Residential

Commercial

Total

Residential

Commercial

Total

(in thousands)

(in thousands)
Income from rental operations

$
27,494

$
5,422

$
32,916

$
25,959

$
5,801

$
31,760
Expenses from rental operations

16,508

1,678

18,186

13,847

1,504

15,351
Net operating income

$
10,986

$
3,744

$
14,730

$
12,112

$
4,297

$
16,409
Depreciation and amortization

5,782

5,328
Interest

4,845

4,287
Administration of REIT

1,217

1,201
Other income

(503)

(243)
Net income

$
3,389

$
5,836

1112

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

Segment Revenues and Net Operating Income

The revenues and net operating income for the reportable segments (residential and commercial) are summarized as follows for the three and six months ended June 30, 2022 and 2021, along with reconciliations to the consolidated financial statements. Segment assets are also reconciled to Total Assets as reported in the consolidated financial statements.


	Three months ended June 30, 2022						Three months ended June 30, 2021

	Residential		Commercial		Total		Residential		Commercial		Total

	(in thousands)						(in thousands)
Income from rental operations	$	28,502	$	5,315	$	33,817	$	26,230	$	5,693	$	31,923
Expenses from rental operations		15,246		1,549		16,795		13,363		1,691		15,054
Net operating income	$	13,256	$	3,766	$	17,022	$	12,867	$	4,002	$	16,869
Depreciation and amortization						5,963						5,756
Interest						4,954						4,302
Administration of REIT						1,400						1,059
Other income						(2,402)						(2,526)
Net income					$	7,107					$	8,278


	Six months ended June 30, 2022						Six months ended June 30, 2021
	Residential		Commercial		Total		Residential		Commercial		Total

	(in thousands)						(in thousands)
Income from rental operations	$	55,997	$	10,737	$	66,734	$	52,190	$	11,493	$	63,683
Expenses from rental operations		31,753		3,228		34,981		27,211		3,195		30,406
Net operating income	$	24,244	$	7,509	$	31,753	$	24,979	$	8,298	$	33,277
Depreciation and amortization						11,745						11,083
Interest						9,800						8,589
Administration of REIT						2,617						2,260
Other income						(2,905)						(2,769)
Net income					$	10,496					$	14,114

Segment Assets and Accumulated Depreciation


As of March 31, 2022	Residential		Commercial		Total
As of June 30, 2022							Residential		Commercial		Total

	(in thousands)						(in thousands)
Real estate investments	$	707,962	$	203,515	$	911,477	$	725,030	$	204,379	$	929,409
Accumulated depreciation		(136,986)		(47,212)		(184,198)		(140,008)		(48,258)		(188,266)
Total real estate investments, net	$	570,976	$	156,303	$	727,279	$	585,022	$	156,121	$	741,143
Intangible assets, less accumulated amortization		173		5,838		6,011
Lease intangible assets, less accumulated amortization								340		5,582		5,922
Cash and cash equivalents						49,854						40,072
Restricted deposits						11,639						8,825
Investment in unconsolidated affiliates						23,852						24,494
Notes receivable						6,893						5,423
Other assets, net						14,734						21,274
Total Assets					$	840,262					$	847,153

As of December 31, 2021

Residential

Commercial

Total

(in thousands)
Real estate investments

$
692,722

$
203,980

$
896,702
Accumulated depreciation

(133,100)

(46,055)

(179,155)
Total real estate investments, net

$
559,622

$
157,925

$
717,547
Intangible assets, less accumulated amortization

—

6,246

6,246
Cash and cash equivalents

51,507
Restricted deposits

9,149
Investment in unconsolidated affiliates

18,658
Notes receivable

7,457
Other assets, net

10,302
Total Assets

$
820,866

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)


As of December 31, 2021	Residential		Commercial		Total

	(in thousands)
Real estate investments	$	692,722	$	203,980	$	896,702
Accumulated depreciation		(133,100)		(46,055)		(179,155)
Total real estate investments, net	$	559,622	$	157,925	$	717,547
Lease intangible assets, less accumulated amortization		—		6,246		6,246
Cash and cash equivalents						51,507
Restricted deposits						9,149
Investment in unconsolidated affiliates						18,658
Notes receivable						7,457
Other assets, net						10,302
Total Assets					$	820,866

NOTE 4 – ~~restricted~~Restricted deposits and ~~funded~~FUNDED reserves

The following table summarizes the Trust’s restricted deposits and funded reserves.


	As of March 31,		As of December 31,		As of June 30,		As of December 31,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
Tenant security deposits	$	5,490	$	5,165	$	6,077	$	5,165
Real estate tax and insurance escrows		877		1,355		892		1,355
Replacement reserves		1,808		1,791		1,856		1,791
Other funded reserves		3,464		838		—		838
	$	11,639	$	9,149	$	8,825	$	9,149

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~

NOTE 5 – ~~INVESTMENT IN UNCONSOLIDATED AFFILIATES~~Investment in unconsolidated affiliates

The Company’s investments in unconsolidated real estate ventures, are summarized as follows (in thousands):

Total Investment in Unconsolidated Affiliates at
Unconsolidated Affiliates

Date Acquired

Trust Ownership Interest

March 31,
2022

December 31, 2021
Banner Building

2007

66.67%

$
4,082

$
60
Grand Forks INREIT, LLC

2003

50%

2,442

2,493
SE Savage, LLC

2019

60%

2,324

2,946
SE Maple Grove, LLC

2019

60%

2,303

2,823
SE Rogers, LLC

2020

60%

2,961

2,986
ST Oak Cliff, LLC

2021

70%

6,725

4,324
SE Brooklyn Park, LLC

2021

60%

3,015

3,026

$
23,852

$
18,658


			Total Investment in Unconsolidated Affiliates at
Unconsolidated Affiliates	Date Acquired	Trust Ownership Interest	June 30, 2022		December 31, 2021
Banner Building	2007	66.67%	$	(602)	$	60
Grand Forks INREIT, LLC	2003	50%		2,713		2,493
SE Savage, LLC	2019	60%		2,059		2,946
SE Maple Grove, LLC	2019	60%		1,955		2,823
SE Rogers, LLC	2020	60%		2,921		2,986
ST Oak Cliff, LLC	2021	70%		9,230		4,324
SE Brooklyn Park, LLC	2021	60%		3,005		3,026
SE Fossil Creek, LLC	2022	70%		3,213		-
			$	24,494	$	18,658

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

The Operating Partnership owns a 66.67% interest as tenant in common in an office building in Fargo, North Dakota. The property is encumbered by a first mortgage with a balance at ~~March 31,~~June 30, 2022 and December 31, 2021 of $-$6,994 and ~~$6,022,~~$6,329, respectively. The Trust is jointly and severally liable for the full mortgage balance.

The Operating Partnership ~~is a~~owns 50% ~~owner of a~~interest as tenant in common through 100% ownership in a limited liability company. The property is located in Grand Forks, North Dakota. The property is encumbered by a non-recourse first mortgage with a balance at ~~March 31,~~June 30, 2022 and December 31, 2021 of ~~$9,730~~$9,669 and $9,794, respectively. The Trust is jointly and severally liable for the full mortgage balance.

The Operating Partnership owns a 60% interest in a limited liability company that holds a multifamily property. The property is encumbered by a first mortgage with a balance of $30,932 at ~~March 31, 2022 of $31,000.~~June 30, 2022. The Trust is jointly and severally liable for the full mortgage balance. At December 31, 2021, the property was encumbered by a first mortgage of $26,210, and a second mortgage to Sterling Properties, LLLP of $6,129. Additionally, at ~~March 31,~~June 30, 2022, ~~a Promissory Note and Loan Agreement was entered into between~~ SE Savage, LLC ~~the Borrower, and~~has an outstanding Promissory Note with Sterling Properties, LLLP, ~~the Lender,~~ for $1,397, and is an unsecured obligation of ~~the Borrower.~~SE Savage, LLC. The note is considered to be additional at-risk funds to the Operating Partnership, in SE Savage, LLC, and is included in Notes Receivable on the Consolidated Balance Sheet at ~~March 31,~~June 30, 2022.

The Operating Partnership owns a 60% interest in a limited liability company ~~that~~ that holds a multifamily property. The entity is encumbered by a first mortgage with a balance at both ~~March 31,~~June 30, 2022 and December 31, 2021 of $24,788. The property is also encumbered by a second mortgage to Sterling Properties, LLLP with a balance at ~~March 31,~~June 30, 2022 and December 31, 2021 of ~~$2,878~~$3,514 and $727, respectively.

The Operating Partnership owns a 60% interest in a limited liability company that is currently developing a multifamily property. The LLC holds land located in Rogers, Minnesota, with total assets of ~~$27,231~~$31,415 and $22,847 at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The entity is encumbered by a first mortgage ~~that~~ has a balance of ~~$20,631~~$24,744 and $15,688 at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The Company is jointly and severally liable for the full mortgage balance.

The Operating Partnership owns a 70% interest in a limited liability company, with a related party. The entity is currently developing a multifamily property. As of ~~March 31,~~June 30, 2022 and December 31, 2021, the Operating Partnership has contributed ~~$6,778~~$9,299 and $4,361, respectively, in cash to the entity. The entity holds land located in Dallas, Texas with total assets of $23,634 and $7,394 at June 30, 2022 and December 31, 2021, respectively. The entity is encumbered by a construction mortgage with a balance of $5,798 at June 30, 2022. There was 0 balance outstanding related to the construction mortgage at December 31, 2021. The Company is jointly and severally liable for the full mortgage balance.

The Operating Partnership owns a 60% interest in a limited liability company, with an unrelated third party. The entity is currently developing a multifamily property. As of both June 30, 2022 and December 31, 2021, the Operating Partnership has contributed $3,042 in cash to the LLC. The entity is located in Brooklyn Park, Minnesota, with total assets of $21,116 and $5,478 at June 30, 2022 and December 31, 2021, respectively. The entity is encumbered by a first mortgage that has a balance of $13,763 at June 30, 2022. There was 0 balance outstanding related to the first mortgage at December 31, 2021. The Company is jointly and severally liable for the full mortgage balance.

During the second quarter of 2022, the Operating Partnership entered into a joint venture arrangement. Through the joint venture, the Operating Partnership owns a 70% interest in a limited liability company, with a related party. The entity is currently developing a multifamily property. As of June 30, 2022, the Operating Partnership has contributed $3,221 in cash to the entity. The entity holds land located in Fort Worth, Texas with total assets of $5,012 at June 30, 2022.

1315

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

assets of $11,711 and $7,394 at March 31, 2022 and December 31, 2021, respectively. The entity is encumbered by a construction mortgage. There is 0 balance outstanding related to the mortgage at March 31, 2022. The Company is jointly and severally liable for the full mortgage balance.

The Operating Partnership owns a 60% interest in a limited liability company, with an unrelated third party. The entity is currently developing a multifamily property. As of both March 31, 2022 and December 31, 2021, the Operating Partnership has contributed $3,042 in cash to the LLC. The entity is located in Brooklyn Park, Minnesota, with total assets of $13,957 and $5,478 at March 31, 2022 and December 31, 2021, respectively. The entity is encumbered by a first mortgage that has a balance of $6,861 at March 31, 2022. There was 0 balance outstanding related to the first mortgage at December 31, 2021. The Company is jointly and severally liable for the full mortgage balance.

The following is a summary of the financial position of the unconsolidated affiliates at ~~March 31,~~June 30, 2022 and December 31, 2021.

March 31,
2022

December 31, 2021

(in thousands)
ASSETS

Real estate investments

$
152,403

$
134,839
Accumulated depreciation

(12,767)

(10,940)

139,636

123,899
Cash and cash equivalents

1,213

1,131
Restricted deposits

574

650
Intangible assets, less accumulated amortization

145

41
Other assets, net

349

909
Total Assets

$
141,917

$
126,630

LIABILITIES

Mortgage notes payable, net

$
95,843

$
87,996
Tenant security deposits payable

125

108
Accrued expenses and other liabilities

7,665

8,029
Total Liabilities

$
103,633

$
96,133
SHAREHOLDERS' EQUITY

Total Shareholders' Equity

$
38,284

$
30,497

Total liabilities and shareholders' equity

$
141,917

$
126,630


	June 30, 2022		December 31, 2021

	(in thousands)
ASSETS
Real estate investments	$	181,093	$	134,839
Accumulated depreciation		(13,847)		(10,940)
		167,246		123,899
Cash and cash equivalents		1,255		1,131
Restricted deposits		626		650
Intangible assets, less accumulated amortization		295		41
Other assets, net		715		909
Total Assets	$	170,137	$	126,630

LIABILITIES
Mortgage notes payable, net	$	119,994	$	87,996
Tenant security deposits payable		167		108
Accrued expenses and other liabilities		11,111		8,029
Total Liabilities	$	131,272	$	96,133
SHAREHOLDERS' EQUITY
Total Shareholders' Equity	$	38,865	$	30,497

Total liabilities and shareholders' equity	$	170,137	$	126,630

~~The following is a summary of results of operations of the unconsolidated affiliates for the three months ended March 31, 2022 and 2021.~~

Three months ended
March 31,

2022

2021

(in thousands)
Income from rental operations

$
1,730

$
880
Expenses from rental operations

812

234
Net operating income

$
918

$
646
Depreciation and Amortization

1,827

247
Interest

1,012

417
Other expense

10

-
Net loss

$
(1,931)

$
(18)

1416

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

The following is a summary of results of operations of the unconsolidated affiliates for the three and six months ended June 30, 2022 and 2021.


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021

	(in thousands)					(in thousands)
Income from rental operations	$	2,076	$	933	$	3,806	$	1,813
Expenses from rental operations		682		348		1,494		582
Net operating income	$	1,394	$	585	$	2,312	$	1,231
Depreciation and Amortization		1,187		266		3,014		513
Interest		665		464		1,677		881
Other expense		-		-		11		—
Net loss	$	(458)	$	(145)	$	(2,390)	$	(163)

NOTE 6 - Lease intangibles

The following table summarizes the net value of other intangible assets and liabilities and the accumulated amortization for each class of intangible:


	Lease		Accumulated		Lease		Lease		Accumulated		Lease
As of March 31, 2022	Intangibles		Amortization		Intangibles, net
As of June 30, 2022							Intangibles		Amortization		Intangibles, net

Lease Intangible Assets	(in thousands)						(in thousands)
In-place leases	$	15,462	$	(10,533)	$	4,929	$	15,393	$	(10,517)	$	4,876
Above-market leases		2,466		(1,384)		1,082		2,466		(1,420)		1,046
	$	17,928	$	(11,917)	$	6,011	$	17,859	$	(11,937)	$	5,922
Lease Intangible Liabilities
Below-market leases	$	(2,525)	$	1,759	$	(766)	$	(2,417)	$	1,693	$	(724)


	Lease		Accumulated		Lease
As of December 31, 2021	Intangibles		Amortization		Intangibles, net

Lease Intangible Assets	(in thousands)
In-place leases	$	15,455	$	(10,381)	$	5,074
Above-market leases		2,617		(1,445)		1,172
	$	18,072	$	(11,826)	$	6,246
Lease Intangible Liabilities
Below-market leases	$	(2,525)	$	1,714	$	(811)

The estimated aggregate amortization expense for each of the five succeeding fiscal years and thereafter is as follows:


	Intangible		Intangible		Intangible		Intangible
Years ending December 31,	Assets		Liabilities		Assets		Liabilities

	(in thousands)				(in thousands)
2022 (April 1, 2022 - December 31, 2022)	$	872	$	119
2022 (July 1, 2022 - December 31, 2022)					$	785	$	77
2023		827		151		827		151
2024		827		151		827		151
2025		827		151		827		151
2026		676		80		676		80
Thereafter		1,982		114		1,980		114
	$	6,011	$	766	$	5,922	$	724

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

NOTE 7 – LINES OF CREDIT

We have a $4,915 variable rate (floating LIBOR plus 2.00%) line of credit agreement with Bremer Bank, which expires in ~~June~~September 2022; and a $5,000 variable rate (floating LIBOR plus 2.00%) line of credit agreement with Bremer Bank, which expires December ~~2022.~~2022. The lines of credit are secured by specific properties. At ~~March 31,~~June 30, 2022, the Bremer ~~Bank~~ line of credit secured 2 letters of credit totaling $67, leaving $9,848 available and unused under the agreements. These operating lines are designed to enhance treasury management activities and more effectively manage cash balances. The Trust anticipates renewing the ~~line~~lines of credit expiring in the next 12 months to continue to hold it as a cash resource to the Trust. There were 0 balances outstanding on either line ~~at March 31,~~as of June 30, 2022 or December 31, 2021.

Certain lines of credit agreements include covenants that, in part, impose maintenance of certain debt service coverage and debt to net worth ratios.

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~

NOTE 8 - MORTGAGE NOTES PAYABLE

The following table summarizes the Trust’s mortgage notes payable.


	Principal Balance At				Principal Balance At
	March 31,		December 31,		June 30,		December 31,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
Fixed rate mortgage notes payable (a)	$	499,349	$	490,413	$	502,214	$	490,413
Variable rate mortgage notes payable		5,237		5,237		5,137		5,237
Mortgage notes payable		504,586		495,650		507,351		495,650
Less unamortized debt issuance costs		2,446		2,508		2,372		2,508
	$	502,140	$	493,142	$	504,979	$	493,142

(a)	Includes ~~$108,314~~$107,392 and $108,734 of variable rate mortgage debt that was swapped to a fixed rate at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively.

We are required to make the following principal payments on our outstanding mortgage notes payable for each of the five succeeding fiscal years and thereafter as follows:


Years ending December 31,	Amount		Amount
	(in thousands)		(in thousands)
2022 (April 1, 2022 - December 31, 2022)	$	18,273
2022 (July 1, 2022 - December 31, 2022)			$	13,297
2023		52,706		52,783
2024		22,279		22,359
2025		52,734		52,818
2026		45,131		45,220
Thereafter		313,463		320,874
Total payments	$	504,586	$	507,351

NOTE 9 – DERIVATIVES AND HEDGING ACTIVITIES

As part of our interest rate risk management strategy, we have used derivative instruments to manage our exposure to interest rate movements and add stability to interest expense. Interest rate swaps designated as cash flow hedges involve

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

the receipt of variable rate amounts from a ~~counterparty in~~counterparty. In exchange, ~~for~~ the Trust ~~making~~makes fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

As of ~~March 31,~~June 30, 2022, the Trust used 12 interest rate swaps to hedge the variable cash flows associated with variable rate debt. Changes in fair value of the derivatives that are designated and ~~that~~ qualify as cash flow hedges are recorded in accumulated other comprehensive ~~loss~~income (loss) and are reclassified into interest expense as interest payments are made on the Trust’s variable rate debt. Over the next twelve months, the Trust estimates that an additional $1,137 will be reclassified as an increase to interest expense.

The following table summarizes the Trust’s interest rate swaps as of June 30, 2022, which effectively convert one month floating rate LIBOR to a fixed rate:


			Fixed
Effective Date		Notional	Interest Rate	Maturity Date
November 1, 2019	$	6,678	3.15%	November 1, 2029
November 1, 2019	$	4,642	3.28%	November 1, 2029
January 10, 2020	$	3,022	3.39%	January 10, 2030
June 11, 2020	$	1,513	3.07%	June 15, 2030
June 11, 2020	$	2,932	3.07%	June 15, 2030
June 15, 2020	$	1,639	2.94%	June 15, 2030
June 15, 2020	$	4,337	2.94%	June 15, 2030
July 1, 2020	$	4,798	2.79%	June 10, 2030
December 2, 2020	$	12,539	2.91%	December 2, 2027
July 1, 2021	$	26,010	2.99%	July 1, 2031
November 10, 2021	$	28,326	3.54%	August 1, 2029
December 1, 2021	$	10,956	3.32%	December 1, 2031

The following table summarizes the Trust’s interest rate swaps that were designated as cash flow hedges of interest rate risk:


	Number of Instruments			Notional
Interest Rate Derivatives	June 30, 2022	December 31, 2021		June 30, 2022		December 31, 2021
Interest rate swaps	12	12	$	107,392	$	108,734

The table below presents the estimated fair value of the Trust’s derivative financial instruments as well as their classification in the accompanying consolidated balance sheets. The valuation techniques are described in Note 10 to the consolidated financial statements.


Derivatives designated as	June 30, 2022			December 31, 2021
cash flow hedges:	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Interest rate swaps	Other assets, net	$	9,389	Other assets, net	$	698
Interest rate swaps	Accrued expenses and other liabilities	$	—	Accrued expenses and other liabilities	$	1,648

The carrying amounts of the swaps have been adjusted to their fair value at the end of the quarter, which because of changes in forecasted levels of LIBOR, resulted in reporting an asset and liability for the fair value of the future net payments forecasted under the swap. Accounting for interest rate swaps is considered an effective hedge in accordance with ASC 815-20 whereby it is recorded at fair value and changes in fair value are recorded to comprehensive income.

1619

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

The following table presents the effect of the Trust’s derivative financial instruments on the accompanying consolidated statements of operations and other comprehensive loss (income) for the three months ended June 30, 2022 and 2021:


			Location of Gain
		Amount of (Gain)/Loss	Reclassified from
Derivatives in		Recognized in Other	Accumulated other		Amount of (Gain)/Loss
Cash Flow Hedging		Comprehensive Income	Comprehensive Income		Reclassified from
Relationships		on Derivatives	(AOCI) into Income		AOCI into Income
		2022			2022
Interest rate swaps	$	(3,814)	Interest expense	$	257
		2021			2021
Interest rate swaps	$	845	Interest expense	$	119


			Location of Gain
		Amount of (Gain)/Loss	Reclassified from
Derivatives in		Recognized in Other	Accumulated other		Amount of (Gain)/Loss
Cash Flow Hedging		Comprehensive Income	Comprehensive Income		Reclassified from
Relationships		on Derivatives	(AOCI) into Income		AOCI into Income
		2022			2022
Interest rate swaps	$	(10,339)	Interest expense	$	618
		2021			2021
Interest rate swaps	$	(1,539)	Interest expense	$	234

Credit-risk-related Contingent Features

The Trust’s agreements with each of its derivative counterparties also contain a provision whereby if the Trust consolidates with, merges with or into, or transfers all or substantially all of its assets to another entity and the creditworthiness of the resulting, surviving or transferee entity, is materially weaker than the Trust’s, the counterparty has the right to terminate the derivative obligations. As of June 30, 2022, the termination value of derivatives in an asset position was $9,839. As of June 30, 2022, the Trust has pledged the properties related to the loans which are hedged as collateral.

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

~~The following table summarizes the Trust’s interest rate swaps as of March 31, 2022, which effectively convert on month floating rate LIBOR to a fixed rate:~~

Fixed

Effective Date

Notional

Interest Rate

Maturity Date
November 1, 2019
$
6,780

3.15%

November 1, 2029
November 1, 2019
$
4,677

3.28%

November 1, 2029
January 10, 2020
$
3,044

3.39%

January 10, 2030
June 11, 2020
$
1,524

3.07%

June 15, 2030
June 11, 2020
$
2,953

3.07%

June 15, 2030
June 15, 2020
$
1,651

2.94%

June 15, 2030
June 15, 2020
$
4,369

2.94%

June 15, 2030
July 1, 2020
$
4,825

2.79%

June 10, 2030
December 2, 2020
$
12,626

2.91%

December 2, 2027
July 1, 2021
$
26,119

2.99%

July 1, 2031
November 10, 2021
$
28,465

3.54%

August 1, 2029
December 1, 2021
$
11,028

3.32%

December 1, 2031

~~The following table summarizes the Trust’s interest rate swaps that were designated as cash flow hedges of interest rate risk:~~

Number of Instruments

Notional
Interest Rate Derivatives

March 31, 2022

December 31, 2021

March 31, 2022

December 31, 2021
Interest rate swaps

12

12
$
108,061
$
108,734

Derivatives
Derivatives designated as

March 31, 2022

December 31, 2021
cash flow hedges:

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value
Interest rate swaps

Other assets, net
$
5,574

Other assets, net
$
698
Interest rate swaps

Accrued expenses and other liabilities
$
—

Accrued expenses and other liabilities
$
1,648

The carrying amount of the swaps have been adjusted to their fair value at the end of the quarter, which because of changes in forecasted levels of LIBOR, resulted in reporting an asset and liability for the fair value of the future net payments forecasted under the swap. The interest rate swap is accounted for as an effective hedge in accordance with ASC 815-20 whereby it is recorded at fair value and changes in fair value are recorded to comprehensive income.

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~

The following table presents the effect of the Company’s derivative financial instruments on the accompanying consolidated statements of operations and other comprehensive loss (income) for the quarters ended March 31, 2022 and 2021:

Location of Gain

Amount of (Gain)/Loss

Reclassified from

Derivatives in

Recognized in Other

Accumulated other

Amount of (Gain)/Loss
Cash Flow Hedging

Comprehensive Income

Comprehensive Income

Reclassified from
Relationships

on Derivatives

(AOCI) into Income

AOCI into Income

2022

2022
Interest rate swaps
$
(6,524)

Interest expense
$
361

2021

2021
Interest rate swaps
$
(2,384)

Interest expense
$
115

~~Credit-risk-related Contingent Features~~

The Trust’s agreements with each of its derivative counterparties also contain a provision whereby if the Trust consolidates with, merges with or into, or transfers all or substantially all of its assets to another entity and the creditworthiness of the resulting, surviving or transferee entity, is materially weaker than the Trust’s, the counterparty has the right to terminate the derivative obligations. As of March 31, 2022, the termination value of derivatives in an asset position was $5,574. As of March 31, 2022, the Trust has pledged the properties related to the loans which are hedged as collateral.

NOTE 10 - FAIR VALUE MEASUREMENT

The following table presents the carrying value and estimated fair value of the Company’s financial instruments:


	March 31, 2022				December 31, 2021				June 30, 2022				December 31, 2021
	Carrying				Carrying				Carrying				Carrying
	Value		Fair Value		Value		Fair Value		Value		Fair Value		Value		Fair Value

	(in thousands)								(in thousands)
Financial assets:
Notes receivable	$	6,893	$	7,919	$	7,457	$	9,840	$	5,423	$	6,388	$	7,457	$	9,840
Derivative assets	$	5,574	$	5,574	$	698	$	698	$	9,389	$	9,389	$	698	$	698

Financial liabilities:
Mortgage notes payable	$	504,586	$	520,213	$	495,650	$	508,285	$	507,351	$	505,128	$	495,650	$	508,285
Derivative liabilities	$	—	$	—	$	1,648	$	1,648	$	—	$	—	$	1,648	$	1,648

ASC 820-10 established a three-level valuation hierarchy for fair value measurement. Management uses these valuation techniques to establish the fair value of the assets at the measurement date. These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect management’s assumptions.

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~

These two types of inputs create the following fair value hierarchy:

●

Level 1 – Quoted prices for identical instruments in active ~~markets.~~markets;

●

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are ~~observable.~~observable;

●

Level 3 – Instruments whose significant inputs are unobservable.

The guidance requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Recurring Fair Value Measurements

The following table presents the Company’s financial instruments, which are measured at fair value on a recurring basis, by the level in the fair value hierarchy within which those measurements fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table.


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

	(in thousands)								(in thousands)
March 31, 2022
June 30, 2022
Derivative assets	$	—	$	5,574	$	—	$	5,574	$	—	$	9,389	$	—	$	9,389

December 31, 2021
Derivative assets	$	—	$	698	$	—	$	698	$	—	$	698	$	—	$	698
Derivative liabilities	$	—	$	1,648	$	—	$	1,648	$	—	$	1,648	$	—	$	1,648

Derivatives: The fair value of interest rate swaps is determined using a discounted cash flow analysis on the expected future cash flows of the derivative.

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

The Company has determined that the majority of the inputs used to value its ~~derivative valuations in their entirety are classified~~derivatives fall within Level 2 of the fair value hierarchy. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements.

Fair Value Disclosures

The following table presents the ~~Company’s~~Trust’s financial assets and liabilities, which are measured at fair value for disclosure purposes, by the level in the fair value hierarchy within which they fall. Methods and assumptions used to estimate the fair value of these instruments are described after the table.


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

	(in thousands)								(in thousands)
March 31, 2022
June 30, 2022
Mortgage notes payable	$	—	$	—	$	520,213	$	520,213	$	—	$	—	$	505,128	$	505,128
Notes receivable	$	—	$	—	$	7,919	$	7,919	$	—	$	—	$	6,388	$	6,388
December 31, 2021
Mortgage notes payable	$	—	$	—	$	508,285	$	508,285	$	—	$	—	$	508,285	$	508,285
Notes receivable	$	—	$	—	$	9,840	$	9,840	$	—	$	—	$	9,840	$	9,840

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~

Mortgage notes payable: The Company estimates the fair value of its mortgage notes payable by discounting the future cash flows of each instrument at rates currently offered to the ~~Company~~Trust for similar debt instruments of comparable maturities by the ~~Company’s~~Trust’s lenders. The rates used range from ~~3.40%~~4.10% to ~~3.50%~~4.35% and from 3.25% to 3.35% at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively.

Notes receivable:The Trust estimates the fair value of its notes receivable by discounting future cash flows of each instrument at rates currently offered to the Trust for similar note instruments of comparable maturities by the Trust’s lenders. The rate used was 7.25% ~~at March 31, 2022~~ and ranged from 3.25% to 3.35% at June 30, 2022 and December 31, ~~2021.~~2021, respectively.

NOTE 11 – LEASES

As of ~~March 31,~~June 30, 2022, we derived ~~83.5%~~83.9% of our revenues from residential leases that are generally for terms of one year or less. The residential leases may include lease income related items such as parking, storage and non-refundable deposits that we treat as a single lease component because the amenities cannot be leased on their own and the timing and pattern of revenue recognition are the same. The collection of lease payments at lease commencement is probable and therefore we subsequently recognize lease income over the lease term on a straight-line basis. Residential leases are renewable upon consent of both parties on an annual or monthly basis.

As of ~~March 31,~~June 30, 2022, we derived ~~16.5%~~16.1% of our revenues from commercial leases primarily under long-term lease agreements. Substantially all commercial leases contain fixed escalations or, in some instances, changes based on the Consumer Price Index, which occur at specified times during the term of the lease. In certain commercial leases, variable lease income, such as percentage rent, is recognized when rents are earned. We recognize rental income and rental abatements from our commercial leases on a straight-line basis over the lease term. Recognition of rental income commences when control of the leased space has been transferred to the tenant.

We recognize variable income from pass-through expenses on an accrual basis over the periods in which the expenses were incurred. Pass-through expenses are comprised of real estate taxes, operating expenses and common area maintenance costs which are reimbursed by tenants in accordance with specific allowable costs per tenant lease agreements. When we pay pass-through expenses, subject to reimbursement by the tenant, they are included within operating expenses, excluding ~~real estate taxes, and reimbursements are included within “real estate rental income” along with the associated base rent in the accompanying consolidated financial statements~~.

~~Lease income related to the Company’s operating leases is comprised of the following:~~

Three months ended March 31, 2022


Residential

Commercial

Total

(in thousands)
Lease income related to fixed lease payments

$
26,498

$
4,067

$
30,565
Lease income related to variable lease payments

—

1,176

1,176
Other (a)

(169)

95

(74)
Lease Income (b)

$
26,329

$
5,338

$
31,667

~~(a)~~

For the three months ended March 31, 2022, “Other” is comprised of revenue adjustments related to changes in collectability and amortization of above and below market lease intangibles and lease inducements.

~~(b)~~

~~Excludes other rental income for the three months ended March 31, 2022 of $1,249, which is accounted for under the revenue recognition standard.~~

2022

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

Three months ended March 31, 2021


Residential

Commercial

Total

(in thousands)
Lease income related to fixed lease payments

$
24,834

$
4,382

$
29,216
Lease income related to variable lease payments

—

1,094

1,094
Other (c)

(135)

294

159
Lease Income (d)

$
24,699

$
5,770

$
30,469

real estate taxes, and reimbursements are included within “real estate rental income” along with the associated base rent in the accompanying consolidated financial statements.

Lease income related to the Company’s operating leases is comprised of the following:


	Three months ended June 30, 2022
	Residential		Commercial		Total

	(in thousands)
Lease income related to fixed lease payments	$	27,436	$	4,115	$	31,551
Lease income related to variable lease payments		—		1,111		1,111
Other (a)		(192)		68		(124)
Lease Income (b)	$	27,244	$	5,294	$	32,538


	Three months ended June 30, 2021
	Residential		Commercial		Total

	(in thousands)
Lease income related to fixed lease payments	$	25,141	$	4,270	$	29,411
Lease income related to variable lease payments		—		1,200		1,200
Other (a)		(214)		(43)		(257)
Lease Income (b)	$	24,927	$	5,427	$	30,354

~~(c)~~(a)

For the three months ended ~~March 31,~~June 30, 2022 and 2021, “Other” is comprised of revenue adjustments related to changes in collectability and amortization of above and below market lease intangibles and lease inducements.

~~(d)~~(b)

Excludes other rental income for the three months ended ~~March 31,~~June 30, 2022 and 2021 of ~~$1,291,~~$1,279 and $1,570, respectively, which is accounted for under the revenue recognition standard.


	Six months ended June 30, 2022
	Residential		Commercial		Total

	(in thousands)
Lease income related to fixed lease payments	$	53,934	$	8,182	$	62,116
Lease income related to variable lease payments		—		2,288		2,288
Other (a)		(361)		163		(198)
Lease Income (b)	$	53,573	$	10,633	$	64,206


	Six months ended June 30, 2021
	Residential		Commercial		Total

	(in thousands)
Lease income related to fixed lease payments	$	49,975	$	8,652	$	58,627
Lease income related to variable lease payments		—		2,294		2,294
Other (c)		(350)		251		(99)
Lease Income (d)	$	49,625	$	11,197	$	60,822

(a)

For the six months ended June 30, 2022 and 2021, “Other” is comprised of revenue adjustments related to changes in collectability and amortization of above and below market lease intangibles and lease inducements.

(b)

Excludes other rental income for the six months ended June 30, 2022 and 2021 of $2,528 and $2,861, respectively, which is accounted for under the revenue recognition standard.

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

As of ~~March 31,~~June 30, 2022, non-cancelable commercial operating leases provide for future minimum rental income as follows. ~~Apartment~~Residential leases are not included, as the terms are generally for one year or less.


Years ending December 31,	Amount		Amount
	(in thousands)		(in thousands)
2022 (April 1, 2022- December 31, 2022)	$	11,715
2022 (July 1, 2022- December 31, 2022)			$	8,908
2023		15,123		15,698
2024		14,447		15,040
2025		14,272		14,774
2026		13,015		13,528
Thereafter		54,882		57,273
	$	123,454	$	125,221

NOTE 12 – RELATED PARTY TRANSACTIONS

Effective January 1, 2021, Alloy Enterprises, Inc. was formed to act as the holding company for Sterling Management, LLC and GOLDMARK Property Management, Inc. In connection with this restructuring transaction, the owners of Alloy Enterprises, Inc. indirectly own Sterling Management, LLC and GOLDMARK Property Management, Inc. Alloy Enterprises, Inc. is owned in part by the Trust’s Chief Executive Officer and Trustee Mr. Kenneth P. Regan, by Trustee Mr. James S. Wieland, and by President Joel S. Thomsen. In addition, Mr. Regan serves as the Executive Chairman of the Advisor, and Messrs. Wieland, and Thomsen serve on the Board of Governors of both the Advisor and GOLDMARK Property Management, Inc.

Sterling Management, LLC (the “Advisor”), is a North Dakota limited liability company formed in November 2002. The Advisor is responsible for managing day-to-day affairs, overseeing capital projects, and identifying, acquiring, and disposing investments on behalf of the trust.

GOLDMARK Property Management, Inc., is a North Dakota ~~limited liability company~~corporation formed in 1981. GOLDMARK Property Management, Inc. performs property management services for the Trust.

We have a historical and ongoing relationship with Bell Bank. Bell Bank has provided the Trust certain financial services throughout the relationship. Mr. Wieland, a Trustee, also serves as a Board Member of Bell Bank. Mr. Wieland could have an indirect material interest in any such engagement and related transactions.

The Trust has a historical and ongoing relationship with Trumont Group and Trumont Construction. Trumont Group provides development services for current joint venture projects in which the Operating Partnership is an ~~investor in.~~investor. Trumont Construction has been engaged to construct the properties associated with these joint ventures. Mr. Regan, Chief Executive Officer and trustee, is a partner in both Trumont Group and Trumont Construction and has a direct material interest in any engagement or related transaction, the Trust enters into, with these entities.

Property Management Fees

During the six months ended June 30, 2022 and 2021, we paid property management and administrative fees to GOLDMARK Property Management, Inc. of $6,879, and $6,226, respectively. Management fees which approximate 5% of net collected rents, account for $2,714 and $2,645 of these fees during the six months ended June 30, 2022 and 2021. In addition, during the six months ended June 30, 2022 and 2021, we paid repair and maintenance expenses, and payroll related expenses to GOLDMARK Property Management, Inc. totaling $3,523 and $2,973, respectively.

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

~~Property Management Fee~~

During the year ended March 31, 2022 and 2021, we paid fees to GOLDMARK Property Management, Inc. related to the management of properties, on-site staff costs and other miscellaneous fees required to run the property of $3,429 and $3,064, respectively. Management fees paid during the year ended March 31, 2022 and 2021 approximated 5% of net collected rents. In addition, during the year ended March 31, 2022 and 2021, we paid repair and maintenance expenses, and payroll related expenses to GOLDMARK Property Management, Inc. totaling $1,799 and $1,696, respectively.

Advisory Agreement

We are an externally managed trust and as such, although we have a Board of Trustees and ~~Executive Officers~~executive officers responsible for our management, we have 0 paid employees. The ~~following is a brief description~~Advisor may receive fees related to management of the ~~current~~Trust, acquiring, disposing, or developing real estate property, project management fees, and ~~compensation that may be and was received by the Advisor~~financing fees related to lending relationships, under the Advisory Agreement, which must be renewed on an annual basis and approved by a majority of the independent trustees. The Advisory Agreement was approved by the Board of Trustees (including all the independent Trustees) on March ~~23,~~24, 2022, and is effective until March 31, 2023.

The below table summarizes the fees incurred to our Advisor.


	Three Months ended March 31,				Six Months ended June 30,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
Fee:
Advisory	$	898	$	807	$	1,807	$	1,623
Acquisition	$	358	$	302	$	876	$	135
Disposition	$	66	$	-	$	226	$	146
Financing	$	32	$	43	$	47	$	69
Project Management	$	206	$	71	$	253	$	283

The below table summarizes the fees payable to our Advisor.

Payable at

March 31,

December 31,

2022

2021

(in thousands)
Fee:

Advisory

$
303

$
296
Financing

$
-

$
38
Development

$
-

$
79
Project Management

$
105

$
98

~~Table of Contents~~

~~STERLING REAL ESTATE TRUST AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~March 31, 2022~~ ~~and~~ ~~2021~~ ~~(UNAUDITED)~~

~~(Dollar amounts in thousands, except share and per share data)~~


	Payable at
	June 30,		December 31,
	2022		2021

	(in thousands)
Fee:
Advisory	$	608	$	296
Acquisition	$	265	$	-
Financing	$	17	$	38
Development	$	-	$	79
Project Management	$	-	$	98

Operating Partnership Units Issued in Connection with Acquisitions

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, 443,000 Operating Partnership units were issued to an entity affiliated with Messrs. Regan and Wieland, two of our trustees, in connection with the acquisition of various properties. The aggregate value of these units was $10,180.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, there were 0 Operating Partnership units ~~issued.~~issued directly or indirectly, to affiliated entities.

Table of Contents

STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

Commissions

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we incurred real estate commissions of ~~$244~~$342 and ~~$250,~~$278, respectively, to GOLDMARK Commercial Real Estate, Inc., in which Messrs. Regan and Wieland jointly own a controlling interest. As of ~~March 31,~~June 30, 2022 ~~and~~total commissions payable to Goldmark Commercial Real Estate was $53. As of December ~~31,~~30, 2021, there were 0 unpaid commissions to GOLDMARK Commercial Real Estate.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we incurred real estate commissions of ~~$163,~~$260 and $-, respectively, to GOLDMARK Property Management. ~~There were 0~~As of June 30, 2022 total commissions ~~paid~~payable to ~~GOLDMARK~~Goldmark Property Management ~~for the three months ended March 31, 2021.~~was $53. As of ~~March 31, 2022 and~~ December ~~31,~~30, 2021, there were 0 unpaid commissions to GOLDMARK ~~Commercial Real Estate.~~Property Management.

Rental Income

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we received rental income of ~~$66~~$64 and ~~$67,~~$47, respectively, under an operating lease agreement with ~~GOLDMARK Property Management, Inc.~~our Advisor.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 ~~we received 0 rental income from GOLDMARK Commercial Real Estate. During the three months ended March 31,~~and 2021, we received rental income of ~~$14,~~$- and $19, respectively, under an operating lease agreement with GOLDMARK Commercial Real Estate, Inc.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we received rental income of ~~$32~~$132 and ~~$21,~~$154, respectively, under operating lease agreements with ~~our Advisor.~~GOLDMARK Property Management, Inc.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, we received rental income of ~~$209~~$422 and ~~$122,~~$240, respectively, under an operating lease ~~agreement~~agreements with Bell Bank.

Other operational ~~activity~~costs

During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Trust incurred ~~$206~~$253 and ~~$174,~~$273, respectively, for general costs related to business operations as well as capital expenditures related to construction in progress that were paid to related parties. At ~~March 31,~~June 30, 2022 and December 31, 2021, operational outstanding liabilities were ~~$189~~$84 and $99, respectively.

Other operational receipts

At June 30, 2022 and December 31, 2021, operational outstanding receivables from related parties were $29 and $128, respectively.

Debt Financing

At ~~March 31,~~June 30, 2022 and December 31, 2021, the Trust had ~~$65,802~~$65,248 and $66,365, respectively, of outstanding principal on loans entered into with Bell Bank. During the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, the Trust incurred interest expense on debt held with Bell Bank of ~~$618~~$1,238 and ~~$587,~~$1,224, respectively. Accrued interest as of ~~March 31,~~June 30, 2022 and December 31, 2021, related to this debt was ~~$146~~$138 and $148, respectively.

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

Development Arrangements

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Trust incurred ~~$153~~$409 in development fees to Trumont Group. NaN such fees were paid during the ~~three~~six months ended ~~March 31,~~June 30, 2021. At ~~March 31,~~June 30, 2022 and December 31, 2021, the Trust owed $103 and $51, respectively, for development fees to Trumont Group.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Trust incurred ~~$96~~$429 in construction fees to Trumont Construction. NaN such fees were paid during the ~~three~~six months ended ~~March 31,~~June 30, 2021. At ~~March 31,~~June 30, 2022 and December 31, 2021, the Trust owed ~~$74~~$103 and $29, respectively for construction fees to Trumont Construction.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Trust incurred ~~$118~~$204 in general construction costs to Trumont Construction. NaN such fees were paid during the ~~three~~six months ended ~~March~~June 30, 2022. At June 30, 2022 and December 31, ~~2021. At March 31, 2022,~~2021, the Trust owed ~~$42~~$56 and $14, respectively, for general construction costs. ~~At December 31, 2021, 0 general construction costs were owed to Trumont Construction.~~

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Environmental Matters

Federal law (and the laws of some states in which we own or may acquire properties) imposes liability on a landowner for the presence on the premises of hazardous substances or wastes (as defined by present and future federal and state laws and regulations). This liability is without regard to fault or knowledge of the presence of such substances and may be imposed jointly and severally upon all succeeding landowners. If such hazardous substance is discovered on a property acquired by us, we could incur liability for the removal of the substances and the cleanup of the property.

There can be no assurance that we would have effective remedies against prior owners of the property. In addition, we may be liable to tenants and may find it difficult or impossible to sell the property either prior to or following such a cleanup.

Risk of Uninsured Property Losses

We maintain property damage, fire loss, and liability insurance. However, there are certain types of losses (generally of a catastrophic nature) which may be either uninsurable or not economically insurable. Such excluded risks may include war, earthquakes, ~~tornadoes,~~tornados, certain environmental hazards, and floods. Should such events occur, (i) we might suffer a loss of capital invested, (ii) tenants may suffer losses and may be unable to pay rent for the spaces, and (iii) we may suffer a loss of profits which might be anticipated from one or more properties.

Litigation

The Trust is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the financial statements of the Trust.

NOTE 14 – DISPOSITIONS

During the six months ended June 30, 2022, the Operating Partnership disposed of 2 properties. One property located in Savage, Minnesota was disposed of for $2,700 with a recognized gain of $1,328. The other property located in Moorhead, Minnesota was disposed of for $6,400 with a recognized gain of $2,012. During the six months ended June 30, 2021, the Operating Partnership disposed of 2 properties for a total of $5,850 and recognized gain of $1,710.

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STERLING REAL ESTATE TRUST AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~March 31,~~JUNE 30, 2022 and 2021 (UNAUDITED)

(Dollar amounts in thousands, except share and per share data)

~~NOTE 14 – DISPOSITIONS~~

During the year ended March 31, 2022, the Trust disposed of 1 property located in Savage, Minnesota, for $2,700 and recognized a gain of $1,329. During the year ended March 31, 2021, the Operating Partnership did not dispose of any properties.

NOTE 15 – ACQUISITIONS

The Trust had ~~1 acquisition~~5 acquisitions during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Date

Property Name

Location

Property Type

Units/ Square Footage/ Acres

Total Acquisition Cost

Property Name

Location

Property Type

Units/ Square Footage/ Acres

Total Acquisition Cost

2/28/22

Deer Park

Hutchinson, MN

Apartment Complex

138 units

15,073

Deer Park

Hutchinson, MN

Apartment Complex

138 units

15,073

5/31/22

Desoto Estates

Grand Forks, ND

Apartment Complex

68 units

5,863

5/31/22

Desoto Townhomes

Grand Forks, ND

Townhomes

24 units

3,226

5/31/22

Desoto Apartments

East Grand Forks, MN

Apartment Complex

24 units

1,230

6/10/22

Diamond Bend

Mandan, ND

Apartment Complex

78 units

10,919

15,073

36,311

Total consideration given for acquisitions through ~~March 31,~~June 30, 2022 was completed through issuing approximately 443,000 limited partnership units of the Operating Partnership valued at ~~$23~~$23.00 per unit for an aggregate consideration of approximately ~~$10,180, and cash of $4,893.~~$10,180. The value of units issued in exchange for property is determined through a value established annually by our Board of Trustees and reflects the fair value at the time of issuance. In 2022, cash flows were reclassified to updated presentation resulting prior period to be updated to align with reclassification. The following table summarizes the acquisition date fair values, before pro-rations, the Company recorded in conjunction with the acquisitions discussed above:


	Three months ended				Six months ended
	March 31,				June 30,
	2022		2021

	(in thousands)				2022		2021
Real estate investment acquired	$	14,831	$	-	$	35,953	$	39,344
Acquired lease intangible assets		260		-		619		-
Assumed Assets		2		-		3		23
Total Assets Acquired	$	15,093	$	-	$	36,575	$	39,367
Other liabilities		(20)		-		(264)		(569)
Net assets acquired		15,073		-		36,311		38,798
Equity/limited partnership unit consideration		(10,180)		-		(10,180)		(2,883)
Net cash consideration	$	4,893	$	-	$	26,131	$	35,915

NOTE 16 - SUBSEQUENT EVENTS

On ~~April~~July 15, 2022, we paid a dividend or distribution of $0.2875 per share on our common shares of beneficial interest or limited partnership units, respectively, to common shareholders and limited partnership unit holders of record on ~~March 31,~~June 30, 2022.

~~On May 2,~~As of June 30, 2022, ~~the Trust received proceeds of $2,013, related to a note receivable that was outstanding at March 31, 2022.~~

we had certain acquisitions and dispositions in process. Pending acquisitions and dispositions are subject to numerous conditions and contingencies and there are no assurances that the transactions will be completed.

We have evaluated subsequent events through the date of this filing. We are not aware of any other subsequent events which would require recognition or disclosure in the consolidated financial statements.

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Table of Contents

All dollar amounts in this Form 10-Q in Part I ~~Items~~Item 2. through 4.Item 4 and Part II ~~Items~~Item 2. are stated in thousands with the exception of share and per share amounts, unless otherwise indicated.

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

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this section and elsewhere in this Form 10-Q constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. ~~Please see “Note Regarding Forward-Looking Statements”~~Such factors include but are not limited to: (i) trends affecting our financial condition or results of operations; (ii) our business and ~~“Risk Factors” for more information.~~growth strategies; (iii) the real estate industry; (iv) our financing plans; and (v) other risks detailed in the Company’s periodic reports filed with the Securities and Exchange Commission. The words “believe”, “expect”, “anticipate”, “may”, “plan”, “should”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made and are not guarantees of future performance.

Overview

Sterling Real Estate Trust d/b/a Sterling Multifamily Trust (“~~Sterling,”~~Sterling”, “the ~~“Trust”~~Trust” or ~~the “Company”~~“the Company”) is a registered, but unincorporated business trust organized in North Dakota in December 2002. Sterling has elected to be taxed as a Real Estate Investment Trust (“REIT”) under Sections 856-860 of the Internal Revenue Code, which requires that 75% of the assets of a REIT ~~must~~ consist of real estate assets and that 75% of its gross income ~~must~~ be derived from real estate. The net income of the REIT is allocated in accordance with the stock ownership in the same fashion as a regular corporation. Our real estate portfolio consisted of ~~182~~185 properties containing ~~10,926~~10,996 apartment units and approximately ~~1,607,000~~1,612,000 square feet of leasable commercial space as of ~~March 31,~~June 30, 2022. The portfolio has a net book value of real estate investments (cost less accumulated depreciation) of approximately ~~$727,279,~~$741,143, which includes construction in progress. Sterling’s current acquisition strategy and focus is on multifamily apartment properties.

Critical Accounting Estimates

Below are accounting policies and estimates that management believes are critical to the preparation of the unaudited consolidated financial statements included in this Report. Certain accounting policies used in the preparation of these consolidated financial statements are particularly important for an understanding of the financial position and results of operations presented in the historical consolidated financial statements included in this Report. A summary of significant accounting policies is also provided in the aforementioned notes to our consolidated financial statements (see ~~note~~Note 2 to the unaudited consolidated financial statements). These policies require the application of judgment and assumptions by management and, as a result, are subject to a degree of uncertainty. Due to this uncertainty, actual results could differ materially from estimates calculated and utilized by management.

Table of Contents

Impairment of Real Estate Investments

The ~~Trust will review each property within its portfolio, every quarter~~Trust’s investment properties are reviewed for potential impairment ~~through various screening mechanisms (identifiers)~~at the end of each reporting period or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. At the end of each reporting period, the Trust separately determines whether impairment indicators exist for each property.

Examples of situations considered to ~~determine if there~~be impairment indicators include, but are ~~indicators of impairment on a property. If so, the property is further analyzed through an undiscounted cash flow test. An identifier is~~ not an indicator or triggering event for impairment; however, it is a mechanism to highlight an item on a property, which warrants further consideration and analysis to determine if an indicator is present. The following are examples of activities that are review quarterly:limited to:

●o

~~An individual property’s weighted average cost of capital is not meeting its required rate as calculated by management.~~a substantial decline or negative cash flows;

●o

~~Significant decline in Operational NOI in relation to individual residential properties.~~continued low occupancy rates;

●o

~~Significant decline~~continued difficulty in ~~NOI in relation to individual commercial properties.~~leasing space;

●o

~~Significant quarter over quarter~~significant financially troubled tenants;

a change in plan to sell a property prior to the end of its useful life or holding period;

a significant decrease in ~~occupancy.~~market price not in line with general market trends; and

any other quantitative or qualitative events or factors deemed significant by the Trust’s management or Board of Trustees.

If the presence of one or more impairment ~~identifier~~indicators as described above is ~~noted through a screening mechanism at the end of the reporting period or throughout the year~~identified with respect to an investment property, the asset is ~~further analyzed~~tested for recoverability by comparing its carrying value to ~~determine if~~the estimated future undiscounted cash flows. An investment property is considered to be impaired when the estimated future undiscounted cash flows are less than its current carrying value. When performing a test for recoverability or estimating the fair value of an ~~indicator of impairment exists. If further analysis does not explain the properties performance,~~impaired investment property, the Trust ~~considers this to~~

~~Table of Contents~~

provide evidence that an indicator of impairment does exist, the property is then subject to additional impairment analysis, and an undiscounted cash flow analysis is performed on the individual property. Indicators of impairment include:makes complex or subjective assumptions which include, but are not limited to:

●o

~~Sustained reduction in~~projected operating cash ~~flows/NOI that was not due to a planned action taken by the Company to improve long term operations~~flows considering factors such as vacancy rates, rental rates, lease terms, tenant financial strength, demographics, holding period and ~~where discussion and review with the Portfolio management team cannot support a significant decline or insufficient NOI Coverage.~~

Additionally, Sterling considers certain occurrences at a property to be a triggering event, causing an analysis of impairment to occur, and an undiscounted cash flow analysis is performed. Triggering Events of impairment include:

●

~~Continued difficulty in leasing~~ property ~~or renewing existing leases. Factors considered include:~~location;

◾o

~~Competitors building significantly newer properties.~~projected capital expenditures;

◾o

~~Competitors are relocating out~~projected cash flows from the eventual disposition of ~~the area.~~an operating property using a property specific capitalization rate;

◾o

~~Tenant downsizing~~comparable selling prices; and ~~needing less square footage.~~

◾o

~~Significant decrease in market prices not in line with general market trends.~~

◾

~~Property make-up of units is not in line with market trends.~~

◾

~~Demographics of property.~~

●

~~A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition.~~

●

~~A significant adverse change in legal factors or in the business climate that could affect the~~property specific discount rates for fair value ~~of a long-lived asset (asset group), including an adverse action or assessment by a regulator.~~

●

A current expectation that, “more likely than not,” a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. As such, any property approved by the Board of Trustees to be sold, will be evaluated for impairment.estimates as necessary.

To the extent impairment has occurred, the Trust will record an impairment charge calculated as the excess of the carrying value of the asset over its fair ~~value for impairment of investment properties.~~value. Based on evaluation, there were no impairment losses during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021.

There have been no material changes in our Critical Accounting Policies as disclosed in Note 2 to our financial statements for the ~~year~~six months ended ~~March 31,~~June 30, 2022 included elsewhere in this report.

~~Acquisition of Real Estate Investments~~

The Company allocates the purchase price of properties that meet the definition of an asset acquisition to net tangible and identified intangible assets acquired based on their relative fair values. In making estimates of relative fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective property, our own analysis of recently acquired and existing comparable properties in our portfolio and other market data. The Company also considers information obtained about each property as a result of its pre-acquisition due diligence, marketing, and leasing activities in estimating the relative fair value of the tangible and intangible assets acquired.

~~REIT Status~~

We operate in a manner intended to enable us to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code. Under those sections, a REIT which distributes at least 90% of its REIT taxable income, excluding net capital gains, as a distribution to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to its shareholders. We intend to distribute to our shareholders 100% of our taxable income. Therefore, no provision for Federal income taxes is required. If we fail to distribute the required amount of income to our shareholders, we would fail to qualify as a REIT and substantial adverse tax consequences may result.

2730

Table of Contents

Principal Business Activity

Sterling currently owns directly ~~owns 182~~and indirectly 185 properties. The Trust’s ~~138~~141 residential properties are located in North Dakota, Minnesota, Missouri and Nebraska and are principally multifamily apartment buildings. The Trust owns 44 commercial properties primarily located in North Dakota with others located in Arkansas, Colorado, Iowa, Louisiana, Michigan, Minnesota, Mississippi, Nebraska and Wisconsin. The commercial properties include retail, office, industrial, restaurant and medical properties. ~~The~~Presently, the Trust’s mix of properties is ~~76.1%~~76.5% residential and ~~23.9%~~23.5% commercial (based on cost) ~~with a~~and total ~~carrying value of $727,279~~$741,143 in real estate investments at ~~March 31,~~June 30, 2022. ~~Currently our~~Sterling’s current acquisition strategy and primary focus is ~~limited to~~on multifamily apartment properties. We currently have no plans to actively market our existing commercial properties for sale. We will consider unsolicited offers for purchase of ~~commercial~~non-multifamily properties on a case-by-case basis.

~~The following table represents the number of properties the Trust owns in each state as of March 31, 2022.~~


Residential Property	Location	No. of Properties	Units
	North Dakota	120	7,129
	Minnesota	16	3,064
	Missouri	1	164
	Nebraska	4	639
		141	10,996

Commercial Property	Location	No. of Properties	Sq. Ft
	North Dakota	20	772,000
	Arkansas	2	28,000
	Colorado	1	17,000
	Iowa	1	33,000
	Louisiana	1	15,000
	Michigan	1	12,000
	Minnesota	11	633,000
	Mississippi	1	15,000
	Nebraska	1	19,000
	Wisconsin	5	63,000
		44	1,607,000

Residential Property

Location

No. of Properties

Units

North Dakota

117

6,958

Minnesota

16

3,169

Missouri

1

164

Nebraska

4

639

138

10,930

Commercial Property

Location

No. of Properties

Sq. Ft

North Dakota

20

772,000

Arkansas

2

28,000

Colorado

1

17,000

Iowa

1

33,000

Louisiana

1

15,000

Michigan

1

12,000

Minnesota

11

633,000

Mississippi

1

15,000

Nebraska

1

19,000

Wisconsin

5

63,000

44

1,607,000

Results of Operations

Management Highlights

●

Increased revenues from rental operations by ~~$1,535~~$1,894 or 5.9% for the three months ended ~~March 31,~~June 30, 2022, compared to the same three ~~month-period~~month period in 2021.

●

~~One~~Increased revenues from rental operations by $3,051 or 4.8% for the six months ended June 30, 2022, compared to same six month period in 2021.

●

Acquired five residential ~~property with a total cost of $15,073 was acquired~~properties during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

●

Disposed of one residential and one commercial property during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

●

Declared ~~and paid~~ dividends aggregating ~~$1.1500~~$0.5750 per common share for the ~~three~~six months ~~ending March 31,~~ended June 30, 2022.

28Table of Contents

Results of Operations for the Three Months Ended June 30, 2022 and 2021


	Three months ended June 30, 2022						Three months ended June 30, 2021
	Residential		Commercial		Total		Residential		Commercial		Total

	(unaudited)						(unaudited)
	(in thousands)						(in thousands)
Real Estate Revenues	$	28,502	$	5,315	$	33,817	$	26,230	$	5,693	$	31,923
Real Estate Expenses
Real Estate Taxes		2,964		674		3,638		2,702		688		3,390
Property Management		3,506		154		3,660		3,197		315		3,512
Utilities		2,565		258		2,823		2,074		219		2,293
Repairs and Maintenance		5,314		435		5,749		4,615		442		5,057
Insurance		897		28		925		775		27		802
Total Real Estate Expenses		15,246		1,549		16,795		13,363		1,691		15,054
Net Operating Income	$	13,256	$	3,766		17,022	$	12,867	$	4,002		16,869
Interest						4,954						4,302
Depreciation and amortization						5,963						5,756
Administration of REIT						1,400						1,059
Other income						(2,402)						(2,526)
Net Income					$	7,107					$	8,278

Net Income Attributed to:
Noncontrolling Interest					$	4,539					$	5,315
Sterling Real Estate Trust					$	2,568					$	2,963
Dividends per share⁽¹⁾					$	0.2650					$	0.2647
Earnings per share					$	0.24					$	0.29
Weighted average number of common shares						10,564						10,085

(1)	Does not take into consideration the amounts distributed by the Operating Partnership to limited partners.

Revenues

Property revenues of $33,817 for the three months ended June 30, 2022 increased $1,894 or 5.9% in comparison to the same period in 2021. Residential property revenues increased $2,272 and commercial property revenues decreased $378.

The following table illustrates occupancy percentages for the three month periods indicated:


	June 30,		June 30,
	2022		2021
Residential occupancy	94.2	%	93.1	%
Commercial occupancy	81.6	%	82.2	%

Residential revenues for the three months ended June 30, 2022 increased $2,272 or 8.7% in comparison to the same period for 2021. Residential properties acquired since January 1, 2021 contributed approximately $1,725 to the increase in total residential revenues in the three months ended June 30, 2022. Further, increased lease renewals, resulting in decreased rental incentives contributed to the rental income increase as well as increased rent charges at our stabilized properties. Residential revenues comprised 84.3% of total revenues for the three months ended June 30, 2022 compared to 82.2% of total revenues for the three months ended June 30, 2021.

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For the three months ended June 30, 2022 total commercial revenues decreased $378 or 6.6% in comparison to the same period for 2021. Increased vacancy in the Minneapolis market accounts for $349 of decreased commercial revenue. Furthermore, the dispositions of two commercial properties account for $47 of the decreased revenues during the three months ended June 30, 2022. Commercial revenues comprised 15.7% of the total revenues for the three months ended June 30, 2022 compared to 17.8% of total revenues for the three months ended June 30, 2021.

Expenses

Residential expenses from operations of $15,246 during the three months ended June 30, 2022 increased $1,883 or 14.1% in comparison to the same period in 2021. The increase was attributed to increased project and upgrades expense of $699 or 15.1%. The increase is also attributed to increased real estate taxes of $262 or 9.7%, and utility expense of $491 or 12.0%, mainly attributed to properties acquired after January 2021. Properties acquired after January 1, 2021, account for $213 of the property management fees increase during the six months ended June 30, 2021. Actual property management fees continue to approximate 5% of net collected rents.

Commercial expenses from operations of $1,549 during the three months ended June 30, 2022 decreased $142 or 8.4% in comparison to the same period in 2021. The decrease was attributed to decreased property management expense of $161 or 51.1%. Furthermore, utility expense increased $39 or 17.8%.

Interest expense of $4,954 during the three months ended June 30, 2022 increased $652 or 15.2% in comparison to the same period in 2021. Interest expense related to financing activities increased by $585 during the three months ended June 30, 2022 as compared to the same period in 2021. The primary reason for increased interest expense on debt is due to increased mortgage balance on the portfolio as a whole. Furthermore, due to increased mortgage balance on the portfolio there has been an increase in the capitalization of debt issuance costs resulting in an increase in interest expense related to debt issuance of $30 for the three months ended June 30, 2022. During the three months ended June 30, 2022, interest expense was 14.6% of total revenues.

Depreciation and amortization expense of $5,963 during the three months ended June 30, 2022 increased $207 or 3.6% in comparison to the same period in 2021. Properties acquired since January 1, 2021 contributed approximately $526 to the increase in depreciation expense during the three months ended June 30, 2022. Amortization expense will continue to decrease as lease intangibles become fully amortized but will increase upon acquisitions of intangible assets. Depreciation and amortization expense as a percentage of rental income for the three months ended June 30, 2022 and 2021 was 17.6% and 18.0%, respectively.

REIT administration expenses of $1,400 during the three months ended June 30, 2022 increased $341 or 32.2% in comparison to the same period in 2021, due to an increase of REIT advisory fees paid.

Other income of $2,402 during the three months ended June 30, 2022 decreased $124 or 4.9% in comparison to the same period in 2021. The decrease is primarily related to the decrease of $165 on gains on involuntary conversion recognized during the three months ended June 30, 2022 compared to the same period in 2021. This type of other income is reported when insurance proceeds are received related to property incidents requiring insurance claims to be filed. Other income will vary year to year, based on insurance claim activity. Realized gains of $2,012 on the sale of one residential property during the three months ended June 30, 2022 is offset by the realized gains of $1,710 on the sale of one residential property and one retail property during the same period in 2021.

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


	Three months ended March 31, 2022						Three months ended March 31, 2021						Six months ended June 30, 2022						Six months ended June 30, 2021
	Residential		Commercial		Total		Residential		Commercial		Total		Residential		Commercial		Total		Residential		Commercial		Total

	(unaudited)						(unaudited)						(unaudited)						(unaudited)
	(in thousands)						(in thousands)						(in thousands)						(in thousands)
Real Estate Revenues	$	27,494	$	5,422	$	32,916	$	25,959	$	5,801	$	31,760	$	55,997	$	10,737	$	66,734	$	52,190	$	11,493	$	63,683
Real Estate Expenses
Real Estate Taxes		2,846		651		3,497		2,579		665		3,244		5,810		1,325		7,135		5,282		1,352		6,634
Property Management		3,443		203		3,646		3,092		188		3,280		6,947		357		7,304		6,289		504		6,793
Utilities		3,409		360		3,769		2,584		240		2,824		5,974		618		6,592		4,658		459		5,117
Repairs and Maintenance		5,974		433		6,407		4,829		382		5,211		11,288		869		12,157		9,444		824		10,268
Insurance		836		31		867		763		29		792		1,734		59		1,793		1,538		56		1,594
Total Real Estate Expenses		16,508		1,678		18,186		13,847		1,504		15,351		31,753		3,228		34,981		27,211		3,195		30,406
Net Operating Income	$	10,986	$	3,744		14,730	$	12,112	$	4,297		16,409	$	24,244	$	7,509		31,753	$	24,979	$	8,298		33,277
Interest						4,845						4,287						9,800						8,589
Depreciation and amortization						5,782						5,328						11,745						11,083
Administration of REIT						1,217						1,201						2,617						2,260
Other income						(503)						(243)						(2,905)						(2,769)
Net Income					$	3,389					$	5,836					$	10,496					$	14,114

Net Income Attributed to:
Noncontrolling Interest					$	2,175					$	3,784					$	6,714					$	9,099
Sterling Real Estate Trust					$	1,214					$	2,052					$	3,782					$	5,015
Dividends per share⁽¹⁾					$	0.2875					$	0.2650					$	0.5750					$	0.5300
Earnings per share					$	0.1200					$	0.2100					$	0.3600					$	0.5000
Weighted average number of common shares						10,465						9,983						10,515						10,034

(1)	Does not take into consideration the amounts distributed by the Operating Partnership to limited partners.

Revenues

Property revenues of ~~$32,916~~$66,734 for the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$1,156~~$3,051 or ~~3.6%~~4.8% in comparison to the same period in 2021. Residential property revenues increased ~~$1,535~~$3,807 and commercial property revenues decreased ~~$379.~~$756, from the prior year’s comparable six month period.

The following table illustrates ~~changes in~~ occupancy percentages for the ~~three-month~~six month periods indicated:


	March 31,		March 31,		June 30,		June 30,
	2022		2021		2022		2021
Residential occupancy	94.1	%	94.7	%	94.1	%	93.9	%
Commercial occupancy	74.8	%	91.9	%	81.6	%	82.2	%

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Residential revenues for the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$1,535~~$3,807 or ~~5.9%~~7.3% in comparison to the same period for 2021. Residential properties acquired since January 1, 2021 contributed approximately ~~$1,444~~$3,247 to the increase in total residential revenues ~~for~~in the ~~three~~six months ended ~~March 31,~~June 30, 2022. ~~The remaining~~Increased lease renewals, resulting in decreased rental incentives contributed to the rental income increase, ~~is due to~~as well as increased rent charges at ~~our~~the stabilized properties. Residential revenues comprised ~~83.5%~~83.9% of total revenues for the ~~three~~six months ended ~~March 31,~~June 30, 2022 compared to ~~81.7%~~82.0% of total revenues for the ~~three~~six months ended ~~March 31,~~June 30, 2021. The vacancy decrease coincides with an increase in residential occupancy rates of 0.2% for the ~~three~~six months ended ~~March 31, 2022 decreased 0.6% primarily due to increased vacancy.~~June 30, 2022.

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, total commercial revenues decreased ~~$379~~$756 or ~~6.5%~~6.6% in comparison to the same period for 2021. The decrease was primarily attributed to ~~the disposition of three commercial real estate investments in 2022 and 2021. These properties account for $234 of decreased commercial rent during the three months ended March 31, 2022. Increased~~increased vacancy in the Minneapolis market for $531. The disposition of one commercial property accounts for ~~$325~~$31 of ~~decreased~~the decrease to commercial ~~revenue. The commercial occupancy rates~~revenues during the six months ended June 30, 2022. Commercial revenues comprised 16.1% of the total revenues for the ~~year~~six months ended ~~March 31,~~June 30, 2022 ~~decreased 17.1% primarily due~~compared to ~~office spaces located in~~18.0% of total revenues for the ~~Minnesota market.~~six months ended June 30, 2021.

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Expenses

Residential expenses from operations of ~~$16,508~~$31,753 during the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$2,661~~$4,542 or ~~19.2%~~16.7% in comparison to the same period in 2021. The increase iswas attributed to ~~an increase in repairs~~increased project and ~~maintenance~~upgrades expense of ~~$1,145~~$496 or ~~23.7%~~28.32%. The increase is also attributed to increased real estate taxes of $528 or 10.0%. Properties acquired since January 1, 2021 ~~attributed $266~~contributed $344 to the overall increase in repairs and maintenance expense. Additionally, increased project and upgrade costs, which are considered to be deferred maintenance costs from the year ended 2020, due to COVID-19 restrictions attribute toreal estate taxes. Further, the increase ~~in repairs and maintenance expense during the three months ended March 31, 2022. The increase~~ is ~~also~~ attributed to ~~an increase in~~increased utility expense of ~~$825~~$1,316 or ~~31.9% as well as an increase~~28.3%, mainly in ~~property management expense of $351 or 11.4%. The main reason for~~ the ~~increases in utility~~Minneapolis, Minnesota and ~~property management expenses is related to the properties acquired since January 1, 2021, which account for $196 and $187 of the increase, respectively.~~Fargo, North Dakota market.

Commercial expenses from operations of ~~$1,678~~$3,228 during the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$174~~$33 or ~~11.6%~~1.0% in comparison to the same period in 2021. ~~The increase in overall expenses is attributed to an increase in utility expense of $120 or 50.0%. Repair and maintenance expenses during~~During the ~~three~~six months ended ~~March 31,~~June 30, 2022 property management fees decreased by $147 or 29.2%. This was related to increased ~~by $51 or 13.4%~~advertising and marketing expenses in ~~comparison~~an office building located in Minneapolis, Minnesota in efforts to ~~the same period 2021, also contributed to the overall increase.~~lease up vacant space in 2021.

Interest expense of ~~$4,845~~$9,800 during the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$558~~$1,211 or ~~13.0%~~14.1% in comparison to the same period in 2021. Capitalized interest expense related to construction in progress decreased $92 during the six months ended June 30, 2022, compared to the same period in 2021. Interest expense related to financing activities increased by ~~$451~~$995 during the ~~three~~six months ended ~~March 31,~~June 30, 2022 as compared to the same period in 2021. The ~~Trust continued to take advantage of~~primary reason for the low interest rate environment throughout 2021 and into the first quarter of 2022 as we refinanced high-rate loans for new, lower rate mortgages while also financing new mortgage debt to raise capital. Though the overall debt and interest expense increased, the refinances and additional financing completed, improved the Trust’s weighted average interest rate by 19 basis points to 3.79% at March 31, 2022, as compared to 3.98% at March 31, 2021. Capitalizedincrease in interest expense related to ~~construction in progress increased $70 during~~debt is due to the ~~three~~increase of mortgage principle of the Trust’s debt portfolio. During the six months ended ~~March 31, 2022. During the three months ended March 31,~~June 30, 2022, interest expense was 14.7% of total ~~revenues.~~revenues

Depreciation and amortization expense of ~~$5,782 during~~$11,745 for the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$454~~$662 or ~~8.5%.~~6.0% in comparison to the same period in 2021. Properties acquired since January 1, 2021, contributed approximately ~~$359~~$607 to the increase in depreciation expense. Amortization expense will continue to decrease as lease intangibles become fully amortized but will increase upon acquisitions of intangible assets. Depreciation and amortization expense as a percentage of rental income for the ~~year~~six months ended ~~March 31,~~June 30, 2022 and ~~2021was~~2021 was relatively consistent at 17.6% and ~~16.8%~~17.4%, respectively.

REIT administration expenses of ~~$1,217 during~~$2,617 for the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$16~~$357 or ~~1.3% compared~~15.8% in comparison to the same period in 2021. The increase is ~~attributable~~attributed to an increase ~~in the amount~~ of ~~the~~ REIT advisory ~~fee.~~fees paid during the year 2022 as compared to 2021.

Other income of ~~$503~~$2,905 for the ~~three~~six months ended ~~March 31,~~June 30, 2022 increased ~~$260~~$136 or ~~107.0%~~4.9% in comparison to the same period in 2021. The increase is attributed to realized gains on ~~the~~ sale of ~~real estate investments of $1,329~~$1,630 as compared to ~~2021. The increase~~prior year. This is offset by the decrease in gain from involuntary conversion of $140 and a decrease in equity in affiliates of ~~$1,141,~~$1,309, caused by depreciation expense related to two developments being put into service.

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Construction in Progress and Development Projects

The Trust capitalizes direct and certain indirect project costs incurred during the development period such as construction, insurance, architectural, legal, interest and other financing costs, and real estate taxes. At such time as the development is considered substantially complete, the capitalization of certain indirect costs such as real estate taxes, ~~and~~ interest, and financing costs cease, and all project-related costs included in construction in process are reclassified to land and building and other improvements.

Construction in progress as of ~~March 31,~~June 30, 2022, consists primarily of construction at residential properties located in North Dakota and Minnesota. Prairiewood Meadows located in Fargo, North Dakota consists of the re-development of one building due to a fire and a water main break, and includes a new club house for residents, parking lot additions and repairs and replacement of windows and patio doors on the other two buildings. The re-development of one building is substantially complete ~~with current expectations~~and is pending final invoices to be ~~completed in the early second quarter of 2022.~~received. The parking lot and clubhouse will remain in construction phase throughout the ~~second and~~ third quarter of 2022. The current budget for this property is $3,884 of which ~~$2,622~~$2,738 has been incurred and accrued for in construction in progress. ~~Parkwest Gardens~~Southview Village, a complex of buildings located in Fargo, ~~North Dakota~~ is ~~adding a club house~~undergoing two projects to replace the existing wood siding with new metal siding on two of the buildings on the property. The combined budget for ~~residents through~~ the two projects totals $226 and as of second ~~and third~~ quarter 2022, $130 has been incurred with expected completion in quarter three of 2022. AsGeorgetown-on-the-River, located in Minneapolis, had a fire occur in

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early January 2022 that caused significant damage to the ~~property was still~~property. Repairs to the damaged units, that are being tracked in construction-in-progress, now totals $221 with expected completion in the design phase of the project where budgeted for this property to date is $470 of which $25 has incurred in construction in progress. Maplewood Apartments located in Maplewood, Minnesota consists of parking lot repairs and reconstruction of one building due to a fire affecting multiple units and common areas. The current budget for this property is $577 of which $458 of which has incurred. Both improvements are expected to be completed in the secondthird quarter of 2022 pending ~~weather.~~

final inspections. Remaining construction in progress projects are primarily related to parking lot replacements, roof upgrades, and various property upgrades on multiple residential properties.

Funds From Operations (FFO)

Funds From Operations (FFO) applicable to common shares and limited partnership units means net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect funds from operations on the same basis.

Historical cost accounting for real estate assets implicitly assumes the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. The term Funds From Operations (FFO) was created to address this problem. It was intended to be a standard supplemental measure of REIT operating performance that excluded historical cost depreciation from — or “added back” to — GAAP net income.

Our management believes this non-GAAP measure is useful to investors because it provides supplemental information that facilitates comparisons to prior periods and for the evaluation of financial results. Management uses this non-GAAP measure to evaluate our financial results, develop budgets and manage expenditures. The method used to produce non-GAAP results is not computed according to GAAP, is likely to differ from the methods used by other companies and should not be regarded as a replacement for corresponding GAAP measures. Management encourages the review of the reconciliation of this non-GAAP financial measure to the comparable GAAP results.

Since the introduction of the definition of FFO, the term has come to be widely used by REITs. In the view of National Association of Real Estate Investment Trusts (“NAREIT”), the use of the definition of FFO (combined with the primary GAAP presentations required by the Securities and Exchange Commission) has been fundamentally beneficial, improving the understanding of operating results of REITs among the investing public and making it easier to compare the results of one REIT with another.

While FFO applicable to common shares and limited partnership units are widely used by REITs as performance metrics, all REITs do not use the same definition of FFO or calculate FFO in the same way. The FFO reconciliation presented here is not necessarily comparable to FFO presented by other real estate investment trusts. FFO should also not be considered as an alternative to net income as determined in accordance with GAAP as a measure of a real estate investment trust’s performance, but rather should be considered as an additional, supplemental measure, and should be viewed in conjunction with net income as presented in the consolidated financial statements included in this report. FFO applicable to common shares

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and limited partnership units does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of sufficient cash flow to fund a real estate investment trust’s ~~need~~needs or its ability to service indebtedness or to pay dividends to shareholders.

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The following tables include calculations of FFO, and the reconciliations to net income, ~~during~~for the three and six months ended ~~March 31,~~June 30, 2022 and 2021, respectively. We believe these calculations are the most comparable GAAP financial ~~measure:~~measure (in thousands):

Reconciliation of Net Income Attributable to Sterling to FFO Applicable to Common Shares and Limited Partnership Units


	Three months ended June 30, 2022			Three months ended June 30, 2021
			Weighted Avg			Weighted Avg
			Shares and			Shares and
	Amount		Units	Amount		Units

	(unaudited)
	(in thousands, except per share data)
Net Income attributable to Sterling Real Estate Trust	$	2,568	10,564	$	2,963	10,085

Add back:
Noncontrolling Interest - Operating Partnership Units		4,531	18,633		5,355	18,193
Depreciation & Amortization from continuing operations		5,963			5,756
Pro rata share of unconsolidated affiliate depreciation and amortization		643			152
Subtract:
Gain on sales of land, depreciable real estate, investment in equity method investee, and change in control of real estate investments		(2,012)			(1,710)
Funds from operations applicable to common shares and limited partnership units (FFO)	$	11,693	29,197	$	12,516	28,278

Three months ended March 31, 2022

Three months ended March 31, 2021

Weighted Avg

Weighted Avg

Shares and

Shares and


Amount

Units

Amount

Units

(unaudited)

(in thousands)
Net Income attributable to Sterling Real Estate Trust

$
1,214

10,465

$
2,052

9,983

Add back:

Noncontrolling Interest - OPU

2,145

18,495

3,753

18,260
Depreciation & Amortization from continuing operations

5,782

5,328

Pro rata share of unconsolidated affiliate depreciation and amortization

1,089

140

Subtract:

Gain on sale of land, depreciable real estate, investment in equity method investee, and change in control of real estate investments

(1,329)

—

Funds from operations applicable to common shares and limited partnership units (FFO)

$
8,901

28,960

$
11,273

28,243


	Six months ended June 30, 2022			Six months ended June 30, 2021
			Weighted Avg			Weighted Avg
			Shares and			Shares and
	Amount		Units	Amount		Units

	(unaudited)
	(in thousands, except per share data)
Net Income attributable to Sterling Real Estate Trust	$	3,782	10,515	$	5,015	10,034

Add back:
Noncontrolling Interest - Operating Partnership Units		6,676	18,565		9,108	18,226
Depreciation & Amortization from continuing operations		11,745			11,083
Pro rata share of unconsolidated affiliate depreciation and amortization		1,732			292
Subtract:
Gain on sale of land, depreciable real estate, investment in equity method investee, and change in control of real estate investments		(3,340)			(1,710)
Funds from operations applicable to common shares and limited partnership units (FFO)	$	20,595	29,080	$	23,788	28,260

Liquidity and Capital Resources

Evaluation of Liquidity

Wecontinually evaluate our liquidity and ability to fund future operations, debt obligations and any repurchase requests. As part of our analysis, we consider among other items, ~~the~~ credit quality of tenants and ~~current~~ lease ~~terms and projected expiration dates, as well as the effect of the COVID-19 pandemic on rental income proceeds.~~expirations.

Our principal demands for funds will be for the: (i) acquisition of real estate and real estate-related investments, (ii) payment of acquisition related expenses and operating expenses, (iii) payment of dividends/distributions, (iv) payment of principal and interest on current and any future outstanding indebtedness, (v) redemptions of our securities under our redemption plans and (vi) capital improvements, development projects, and property related expenditures. Generally, we expect to meet cash needs for the payment of operating expenses and interest on outstanding indebtedness from cash flow from operations. We expect to pay dividends/distributions and any repurchase requests to our shareholders and the unit holders of our Operating Partnership from cash flow from operations; however, we may use other sources to fund dividends/distributions and repurchases, as necessary.

At ~~March 31,~~June 30, 2022, our unrestricted cash resources consisted of cash and cash equivalents totaling ~~approximately $49,854.~~$40,072. Our unrestricted cash reserves can be used for working capital needs and other commitments. In addition, we had unencumbered properties

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with a gross book value of ~~$65,684,~~$76,377, which could potentially be used as collateral to secure additional financing in future periods.

The Trust has a $4,915 variable rate (floating LIBOR plus 2.00%) line of credit agreement with Bremer Bank, which expires in ~~June~~September 2022; and a $5,000 variable rate (floating LIBOR plus 2.00%) line of credit agreement with Bremer Bank, which expires December 2022. The lines of credit are secured by specific properties. At ~~March 31,~~June 30, 2022, the Bremer lines of credit secured two letters of credit totaling $67, leaving $9,848 available and unused under the agreements. The Trust anticipates renewing the line of credit expiring in the next 12 months to continue to hold it as a cash resource to the Trust.

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The sale of our securities and issuance of limited partnership units of the Operating Partnership in exchange for property acquisitions and sale of additional common or preferred shares is also expected to be a source of long-term capital for the Trust.

During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we did not sell any common shares in a private ~~placements.~~placement. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we issued ~~79,000~~165,000 and ~~57,000~~92,000 common shares for $5,712 under the dividend reinvestment plan, through dividends reinvested and the optional share ~~purchases, respectively, which raised gross proceeds of $3,029.~~purchases. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we did not sell any common shares in a private ~~placements.~~placement. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, we issued ~~89,000~~177,000 and ~~65,000~~106,000 common shares for $5,492, under the dividend reinvestment plan, through dividends reinvested and asthe optional share ~~purchases, respectively, which raised gross proceeds of $2,993.~~repurchases, respectively.

Additionally, to reduce our cash investment and liquidity needs, the Trust utilizes the UPREIT structure whereby we can acquire property in whole or in part by issuing partnership units in lieu of cash payments. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Trust issued ~~approximately~~ 443,000 limited partnership units of the Operating Partnership valued at $23.00 per unit for an aggregate consideration of approximately $10,180 for the purchase of real estate investments. NoDuring the six months ended June 30, 2021, the Trust issued 144,000 limited partnership units of the Operating Partnership ~~were issued in relation to~~valued at $20.00 per unit for an aggregate consideration of approximately $2,883 for the ~~acquisition~~purchase of real estate ~~investments for the three months ended March 31, 2021.~~investments.

The Board of Trustees, acting as general partner for the Operating Partnership, determined an estimate of fair value for the limited partnership units exchanged through the UPREIT structure. In determining this value, the Board relied upon their experience with, and knowledge about, the Trust’s real estate portfolio and debt obligations. The Board typically determines the fair value on an annual basis. The Trustees determine the fair value, in their sole discretion and use data points to guide their determination which is typically based on a consensus of opinion. Thus, the Trust does not employ any specific valuation methodology or formula. Rather, the Board looks to available data and information, which is often adjusted and weighted to comport more closely with the assets held by the Trust at the time of valuation. The principal valuation methodology utilized is the NAV calculation/direct capitalization method. The information made available to the Board is assembled by the Trust’s Advisor. In addition, the Board considers how the price chosen will affect existing share and unit values, redemption prices, dividend coverage ratios, yield percentages, dividend reinvestment factors, and future UPREIT transactions, among other considerations and information. The fair value was not determined based on, nor intended to comply with, fair value standards under US GAAP and the value may not be indicative of the price we would get for selling our assets in their current condition. At this time, no shares are held in street name accounts and the Trust is not subject to FINRA’s specific pricing requirements set out in Rule 2340 or otherwise.

As with any valuation methodology, the methodologies utilized by the Board in reaching an estimate of the value of the shares and limited partnership units are based upon a number of estimates, assumptions, judgments, or opinions that may, or may not, prove to be correct. The use of different estimates, assumptions, judgments, or opinions would likely have resulted in significantly different estimates of the value of the shares and limited partnership units. In addition, the Board’s estimate of share and limited partnership unit value is not based on the book values of our real estate, as determined by GAAP, as our book value for most real estate is based on the amortized cost of the property, subject to certain adjustments.

Cash on hand, together with cash from operations and access to the lines of credit, is expected to provide sufficient capital to meet the Company’s needs for at least the next 12 months and as appropriate, we will use cash flows from operations, net proceeds from share offerings, debt proceeds, and proceeds from the disposition of real estate investments to meet long term liquidity demands.

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Credit Quality of Tenants

We are exposed to credit risk within our tenant portfolio, which can reduce our results of operations and cash flow from operations if our tenants are unable to pay their rent. Tenants experiencing financial difficulties may become delinquent on their rent or default on their leases and, if they file for bankruptcy protection, may reject our lease in bankruptcy court, resulting in reduced cash flow. This may negatively impact net asset values and require us to incur impairment charges. Even if a default has not occurred and a tenant is continuing to make the required lease payments, we may restructure or renew leases on less favorable terms, or the tenant’s credit profile may deteriorate, which could affect the value of the leased asset and could in turn require us to incur impairment charges.

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To mitigate credit risk on commercial properties, we have historically looked to invest in assets that we believe are critically important to our tenants’ operations and have attempted to diversify our portfolio by tenant, tenant industry and geography. We also monitor all of our ~~property’s~~properties’ performance through review of rent delinquencies as a precursor to a potential default, meetings with tenant management and review of tenants’ financial statements and compliance with financial covenants. When necessary, our asset management process includes restructuring transactions to meet the evolving needs of tenants, refinancing debt and selling properties, as well as protecting our rights when tenants default or enter into bankruptcy.

Lease Expirations and Occupancy

~~Our~~Generally our residential leases are for a term of one year or less. The Advisor, with the assistance of our property managers, actively manages our real estate portfolio and begins discussing options with tenants in advance of scheduled lease expirations. In certain cases, we may obtain lease renewals from our tenants; however, tenants may elect to move out at the end of their term. In the cases where tenants elect not to renew, we may seek replacement tenants or try to sell the ~~property.~~property.

Cash Flow Analysis

Our objectives are to generate sufficient cash flow over time to provide shareholders with increasing dividends and to seek investments with potential for strong returns and capital appreciation throughout varying economic cycles. We have funded 100% of the dividends from operating cash flows. In setting a dividend rate, we focus primarily on expected returns from investments we have already made to assess the sustainability of a particular dividend rate over time.


	Three months ended				Six months ended
	March 31,				June 30,
	2022		2021		2022		2021

	(in thousands)				(in thousands)
Net cash flows provided by operating activities	$	7,457	$	8,909	$	15,490	$	16,655
Net cash flows used in investing activities	$	(10,187)	$	(4,116)	$	(29,951)	$	(13,812)
Net cash flows provided by (used in) financing activities	$	3,567	$	(2,081)	$	2,702	$	(4,611)

Operating Activities

Our real estate properties generate cash flow in the form of rental revenues, which is reduced by interest payments, direct lease costs and property-level operating expenses. Property-level operating expenses consist primarily of property management fees including salaries and wages of property management personnel, utilities, cleaning, repairs, insurance, security, ~~and~~ building maintenance ~~cost,~~costs, and real estate taxes. Additionally, we incur general and administrative expenses, advisory fees, acquisition and disposition expenses, and financing fees.

Net cash provided by operating activities was ~~$7,452~~$15,490 and ~~$8,909~~$16,655 for the ~~year~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively, which consists primarily of net income from property operations adjusted for non-cash depreciation and amortization.

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Investing Activities

Our investing activities generally consist of real estate-related transactions (purchases and sales of properties) and payments of capitalized property-related costs such as intangible ~~assets and reserve escrows.~~assets.

Net cash used in investing activities was ~~$10,187~~$29,951 and ~~$4,116~~$13,812 for the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively (this does not include the value of UPREIT units issued in connection with investing activities). For the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, cash flows used in investing activities related specifically to the acquisition of properties and capital expenditures was ~~$7,295~~$31,553 and ~~$3,686,~~$21,807, respectively. ~~Cash outlays related to investments in unconsolidated affiliates was $6,444~~Proceeds of $733 and ~~$2,090~~$3,109 were received from involuntary conversions during the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, respectively. ~~Proceeds~~In addition, proceeds of $6,272 and $5,590 were generated from ~~involuntary conversions for~~ the ~~three months ended March 31, 2022 and 2021 was $261 and $1,642, respectively. Proceeds from sale~~sales of real estate investments during the ~~three~~six months ended ~~March 31,~~June 30, 2022 ~~was $2,622. During~~and 2021, respectively. For the ~~three~~six months ended ~~March 31,~~June 30, 2022 and 2021, ~~there were no proceeds from the sale of real estate investments.~~cash flows used for investment in unconsolidated affiliates was $7,749 and $2,090, respectively.

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Financing Activities

Our financing activities generally consist of funding property purchases by raising proceeds and securing mortgage notes payable as well as paying dividends, paying syndication costs and making principal payments on mortgage notes payable.

Net cash provided by financing activities was ~~$3,567 and used in financing activities $2,081~~$2,702 for the ~~three~~six months ended ~~March 31, 2022 and 2021, respectively.~~June 30, 2022. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, we paid ~~$5,851~~$12,340 in dividends and distributions, redeemed ~~$736~~$1,260 of shares and units, received ~~proceeds of $12,867~~$23,305 from new mortgage notes payable, and made mortgage principal payments of ~~$3,931.~~$8,921. Net cash used in financing activities was $4,611 for the six months ended June 30, 2021. For the ~~three~~six months ended ~~March 31,~~June 30, 2021, we paid ~~$5,761~~$11,559 in dividends and distributions, redeemed ~~$1,405~~$3,550 of shares and units, received ~~proceeds of $18,485~~$31,162 from new mortgage notes payable, and made mortgage principal payments of ~~$14,528.~~$22,408.

Dividends and Distributions

Common Stock

We declared cash dividends to our shareholders during the period from January 1, 2022 to ~~March 31,~~June 30, 2022 totaling ~~$3,007~~$6,044 or ~~$0.2875~~$0.5750 per share, of which ~~$1,130~~$2,256 were cash dividends and ~~$1,877~~$3,787 were reinvested ~~under~~through the dividend reinvestment plan. The cash dividends were paid with the ~~$7,457~~$15,490 from our cash flows from operations.

We declared cash dividends to our shareholders during the period from January 1, 2021 to ~~March 31,~~June 30, 2021 totaling ~~$2,642~~$5,314 or ~~$0.2650~~$0.5300 per share, of which ~~$963~~$1,891 were cash dividends and ~~$1,679~~$3,422 were reinvested ~~under~~through the dividend reinvestment plan. The cash dividends were paid with the ~~$8,909~~$16,655 from our cash flows from operations.

We continue to provide cash dividends to our shareholders from cash generated by our operations. The following chart summarizes the sources of our cash used to pay dividends. Our primary source of cash is cash flow provided by operating activities from our investments as presented in our cash flow statement. We also include distributions from unconsolidated affiliates to the extent that the underlying real estate operations in these entities generate cash flow and the gain on sale of properties relates to net profits from the sale of certain properties. Our presentation is not intended to be an alternative to our consolidated statement of cash flows and does not present all sources and uses of our cash.

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The following table presents certain information regarding our dividend coverage:

Three months ended

March 31,

2022

2021

(in thousands)
Cash flows provided by operations (includes net income of $3,389 and $5,836, respectively)

$
7,457

$
8,909
Distributions in excess of earnings received from unconsolidated affiliates

105

1
Gain on sales of real estate and non-real estate investments

1,329

—
Dividends declared

(3,007)

(2,642)
Excess

$
5,884

$
6,268


	Six months ended
	June 30,
	2022		2021

	(in thousands)
Cash flows provided by operations (includes net income of $10,496 and $14,114, respectively)	$	15,490	$	16,655
Distributions in excess of earnings received from unconsolidated affiliates		312		—
Gain on sales of real estate and non-real estate investments		3,340		1,710
Dividends declared		(6,044)		(5,313)
Excess	$	13,098	$	13,052

Limited Partnership Units

The Operating Partnership agreement provides that our Operating Partnership will distribute to the partners (subject to certain limitations) cash from operations on a quarterly basis (or more frequently, if we so elect) in accordance with the percentage interests of the partners. We determine the amounts of such distributions in our sole discretion.

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, we declared ~~quarterly~~ distributions totaling ~~$5,359~~$10,716 to holders of limited partnership units in our Operating Partnership, which we paid on April 15 and July 15, 2022. Distributions were paid at a rate of $0.2875 per unit per quarter, which is equal to the per share distribution rate paid to the common shareholders.

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For the ~~three~~six months ended ~~March 31,~~June 30, 2021, we declared quarterly distributions totaling ~~$4,835~~$9,656 to holders of limited partnership units in our Operating Partnership, which we paid on April 15 and July 15, 2021. Distributions were paid at a rate of $0.2650 per unit per quarter, which is equal to the per share distribution rate paid to the common shareholders.

Sources of Dividends and Distributions

For the ~~three~~six months ended ~~March 31,~~June 30, 2022, we paid aggregate dividends ~~and distributions~~ of ~~$8,366, are funded~~$5,748, which were paid with cash flows provided by operating ~~activities and distributions from unconsolidated affiliates.~~activities. Our funds from operations, or FFO, was ~~$8,901 for the three months ended March 31, 2022; therefore, we believe~~$20,595. Therefore, our ~~dividend and~~management believes our distribution policy is sustainable over time. For the ~~three~~six months ended ~~March 31,~~June 30, 2021, we paid aggregate dividends ~~and distributions~~ of ~~$7,477~~$5,250 which were paid with cash flows provided by operating ~~activities and distributions from unconsolidated affiliates.~~activities. Our FFO was ~~$11,273~~$23,788 as of the ~~three~~six months ended ~~March 31,~~June 30, 2021. For a further discussion of FFO, including a reconciliation of FFO to net income, see “Funds from Operations” above.

~~Recently~~~~Issued~~~~Accounting~~~~Pronouncements~~

For a discussion of recently issued accounting pronouncements, see Note 2, Principal Activity and Significant Accounting Policies— Recently Issued Accounting Pronouncements, to the consolidated financial statements that are a part of this Annual Report on Form 10-Q.

Item 3. Quantitative and ~~Qualitative~~Qualitative Disclosures about Market Risk

The Trust is exposed to certain risk arising from both its business operations and economic conditions and principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Trust manages economic risks, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities. The principal material financial market risk to which we are exposed, is interest-rate risk, which the Trust manages through the use of derivative financial instruments. Specifically, the Trust enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, the Trust used 12 interest rate swaps to hedge the variable cash flows associated with market interest rate risk. These swaps have an aggregated notional amount of ~~$108,061~~$107,392 at ~~March 31,~~June 30, 2022. We do not enter into derivative instruments for trading or speculative purposes. The interest rate swaps expose us to credit risk in the event of non-performance by the counterparty under the terms of the agreement.

As of ~~March 31,~~June 30, 2022, we had one variable-rate mortgage debt outstanding of ~~$5,183.~~$5,137. Additionally, the Trust had ~~$108,061~~$107,392 of variable-rate borrowings, with the total outstanding balance fixed through interest rate swaps. We estimate that an increase in 30-day LIBOR of 100 basis points with constant risk spreads would result in our net income being reduced by approximately ~~$52~~$51 on an annual basis. We estimate that a decrease in 30-day LIBOR of 100 basis points would increase the amount of net income by a similar amount. Even though our goal is to maintain a fairly low exposure to interest rate

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risk, we may become vulnerable to significant fluctuations in interest rates on any future repricing or refinancing of our fixed or variable rate debt or future debt.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~March 31,~~June 30, 2022, such disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the 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 is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the ~~first~~second fiscal quarter of 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time we may be involved in disputes or litigation relating to claims arising out of our operations. We are not currently a party to any legal proceedings that could reasonably be expected to have a material adverse effect on our business, financial condition, or results of ~~operation.~~operation, or cash flows.

Item 1A. Risk Factors.

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the period en~~ded~~ended December 31, 2021.

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

Sale of Securities

Neither Sterling nor the Operating Partnership issued any unregistered securities during the three and six months ended ~~March 31,~~June 30, 2022.

Other Sales

During the three and six months ended ~~March 31,~~June 30, 2022, we did not issue any common shares in exchange for limited partnership units of the Operating Partnership on a one-for-one basis pursuant to redemption requests made by accredited investors ~~pursuant to~~under Section ~~4(a)~~4 (a) (2) of the Securities Act of 1933, as amended and Rule 506 of Regulation D.D promulgated thereunder.

Redemptions of Securities

Set forth below is information regarding common shares and limited partnership units redeemed during the three months ended ~~March 31, 2022:~~June 30, 2022 (in thousands, except share and per share data):


			Average		Total Number of	Total Number of	Approximate Dollar Value of				Average		Total Number of	Total Number of	Approximate Dollar Value of
	Total Number	Total Number	Price		Shares Redeemed	Units Redeemed	Shares (or Units) that May		Total Number	Total Number	Price		Shares Redeemed	Units Redeemed	Shares (or Units) that May
	of Common	of Limited	Paid per		as Part of	as Part of	Yet Be Redeemed Under		of Common	of Limited	Paid per		as Part of	as Part of	Yet Be Redeemed Under
	Shares	Partner Units	Common		Publicly Announced	Publicly Announced	Publicly Announced		Shares	Partner Units	Common		Publicly Announced	Publicly Announced	Publicly Announced
Period	Redeemed	Redeemed	Share/Unit		Plans or Programs	Plans or Programs	Plans or Programs		Redeemed	Redeemed	Share/Unit		Plans or Programs	Plans or Programs	Plans or Programs
January 1-31, 2022	6,000	2,000	$	21.85	1,456,000	1,115,000	$	16,579
February 1-29, 2022	5,000	1,000	$	21.85	1,461,000	1,116,000	$	16,424
March 1-31, 2022	7,000	12,000	$	21.85	1,468,000	1,128,000	$	16,025
April 1-30, 2022									11,000	6,000	$	21.85	1,479,000	1,134,000	$	15,643
May 1-31, 2022									7,000	—	$	21.85	1,486,000	1,134,000	$	15,501
June 1-30, 2022									—	—	$	21.85	1,486,000	1,134,000	$	15,501
Total	18,000	15,000							18,000	6,000

For the three months ended ~~March 31,~~June 30, 2022, we redeemed all shares or units for which we received redemption requests. In addition, for the three months ended ~~March 31,~~June 30, 2022, all common shares and units redeemed were redeemed as part of the publicly announced plans.

The Amended and Restated Share Redemption Plan, effective January 1, 2022, permits us to repurchase common shares held by our shareholders and limited partnership units held by partners of our Operating Partnership, up to ~~a maximum~~an aggregate amount of $55,000 worth of shares and units, upon request by the holders after they have held them for at least one year and subject to other conditions and limitations described in the plan. The amount remaining to be redeemed as of ~~March 31,~~June 30, 2022, was ~~$16,025.~~$15,501. The redemption price for such shares and units redeemed under the plan was fixed at $21.85 per share or unit, which became effective January 1, 2022. The redemption plan will terminate in the event the shares become listed on any national securities exchange, the subject of bona fide quotes on any inter-dealer quotation system or electronic communications

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network or are the subject of bona fide quotes in the pink sheets. Additionally, the Board, in its sole discretion, may terminate, amend or suspend the redemption plan at any time if it determines to do so is in our best interest.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.


Exhibit
Number		Title of Document
3.1		Articles of Organization of Sterling Real Estate Trust filed December 3, 2002

~~10.1~~3.2		Amendment to Articles of Organization of Sterling Real Estate Trust dated August 1, 2014

3.3		~~Eleventh~~ Amended and Restated ~~Advisory Agreement,~~Bylaws dated June 2, 2020

4.1		Declaration of Trust Sterling Real Estate Trust dated July 21, 2004

4.2		Addendum to Declaration of Trust dated July 25, 2007

4.3		Sterling Third Amended and Restated Declaration of Trust dated March 27, 2014

4.4		Sterling Third Amended and Restated Declaration of Trust dated June 23, 2016

4.5		First Amended and Restated Declaration of Trust dated February 9, 2011

4.6		Amendment No. 1 to First Amended and Restated Declaration of Trust dated August 1, 2014

4.7		Amended and Restated Share Redemption Plan effective ~~April~~January 1, ~~2022 (incorporated by reference to Exhibit No. 10.1 to the Trust’s current report on Form 8-K filed March 29, 2022).~~2021

31.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the of the Sarbanes-Oxley Act of ~~2002.~~2002.

101		The following materials from Sterling Real Estate Trust’s Quarterly Report on Form 10-Q for the quarter ended ~~March 31, 2022,~~September 30, 2021 formatted in iXBRL (Inline ~~iXtensible~~eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at ~~March 31, 2022~~September 30, 2021 and December 31, ~~2021;~~2020; (ii) Consolidated Statements of Operations and Other Comprehensive Income for the three and nine months ended ~~March 31, 2022~~September 30, 2021 and ~~2021;~~2020; (iii) Consolidated Statements of Shareholders’ Equity for the three and nine months ended ~~March 31, 2022~~September 30, 2021 and ~~2021;~~2020; (iv) Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~March 31, 2022~~September 30, 2021 and ~~2021,~~2020, and; (v) Notes to Consolidated Financial Statements.

104		Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:~~May 11,~~August 10, 2022

	STERLING REAL ESTATE TRUST

	By:	/s/ Kenneth P. Regan
		Kenneth P. Regan
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Damon K. Gleave
		Damon K. Gleave
		Chief Financial Officer
		(Principal Financial Officer)

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	March 31, 2022		December 31, 2021

	(in thousands)
ASSETS
Real estate investments	$	152,403	$	134,839
Accumulated depreciation		(12,767)		(10,940)
		139,636		123,899
Cash and cash equivalents		1,213		1,131
Restricted deposits		574		650
Intangible assets, less accumulated amortization		145		41
Other assets, net		349		909
Total Assets	$	141,917	$	126,630

LIABILITIES
Mortgage notes payable, net	$	95,843	$	87,996
Tenant security deposits payable		125		108
Accrued expenses and other liabilities		7,665		8,029
Total Liabilities	$	103,633	$	96,133
SHAREHOLDERS' EQUITY
Total Shareholders' Equity	$	38,284	$	30,497

Total liabilities and shareholders' equity	$	141,917	$	126,630


	Three months ended March 31,
	2022		2021

	(in thousands)
Income from rental operations	$	1,730	$	880
Expenses from rental operations		812		234
Net operating income	$	918	$	646
Depreciation and Amortization		1,827		247
Interest		1,012		417
Other expense		10		-
Net loss	$	(1,931)	$	(18)


	Derivatives
Derivatives designated as	March 31, 2022			December 31, 2021
cash flow hedges:	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
Interest rate swaps	Other assets, net	$	5,574	Other assets, net	$	698
Interest rate swaps	Accrued expenses and other liabilities	$	—	Accrued expenses and other liabilities	$	1,648