BLUEROCK RESIDENTIAL GROWTH REIT, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

The following discussion and analysis should be read in conjunction with the
accompanying consolidated financial statements of Bluerock Residential Growth
REIT, Inc., and the notes thereto. As used herein, the terms "we," "our" and
"us" refer to Bluerock Residential Growth REIT, Inc., a Maryland corporation,
and, as required by context, Bluerock Residential Holdings, L.P., a Delaware
limited partnership, which we refer to as our "Operating Partnership," and to
their subsidiaries. We refer to Bluerock Real Estate, L.L.C., a Delaware limited
liability company, as "Bluerock", and we refer to our former external manager,
BRG Manager, LLC, a Delaware limited liability company, as our "former Manager."

Both Bluerock and our former Manager are affiliated with the Company.

Forward-Looking Statements

Statements included in this Quarterly Report on Form 10-Q that are not
historical facts (including any statements concerning investment objectives,
other plans and objectives of management for future operations or economic
performance, or assumptions or forecasts related thereto) are "forward-looking
statements," within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements are only predictions. We caution that forward-looking
statements are not guarantees. Actual events or our investments and results of
operations could differ materially from those expressed or implied in any
forward-looking statements. Forward-looking statements are typically identified
by the use of terms such as "may," "should," "expect," "could," "intend,"
"plan," "anticipate," "estimate," "believe," "continue," "predict," "potential"
or the negative of such terms and other comparable terminology.

The forward-looking statements included herein are based upon our current
expectations, plans, estimates, assumptions and beliefs that involve numerous
risks and uncertainties. Assumptions relating to the foregoing involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control.
Although we believe that the expectations reflected in such forward-looking
statements are based on reasonable assumptions, our actual results and
performance could differ materially from those set forth in the forward-looking
statements.

On December 20, 2021, we entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Badger Parent LLC ("Parent") and Badger Merger Sub LLC
("Merger Sub"). The Merger Agreement provides that, upon the terms and subject
to the conditions set forth therein, the Company will be merged with and into
Merger Sub (the "Merger"), with Merger Sub surviving the Merger. The Merger and
the other transactions contemplated by the Merger Agreement were unanimously
approved by our Board. Parent and Merger Sub are affiliates of Blackstone Real
Estate Partners IX L.P., an affiliate of Blackstone Inc.

Currently, one of the most significant factors, however, is the potential
adverse effect of the current pandemic of the novel coronavirus and variants
thereof ("COVID-19") on our financial condition, results of operations, cash
flows and performance, the tenants of our properties, business partners within
our network and service providers, as well as the real estate market and the
global economy and financial markets. The extent to which COVID-19 impacts us
and our tenants will depend on future developments, which are highly uncertain
and cannot be predicted with confidence, including the scope, severity and
duration of the pandemic, the actions taken to contain the pandemic or mitigate
its impact (including governmental actions that may vary by jurisdiction, such
as mandated business closing; "stay-at-home" orders; limits on group activity;
and actions to protect residential tenants from eviction), and the direct and
indirect economic effects of the pandemic and containment measures, among
others. Moreover, you should interpret many of the risks identified in this
Quarterly Report on Form 10-Q, as well as the risks set forth below, as being
heightened as a result of the ongoing and numerous adverse impacts of COVID-19.

Additional factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:

the factors included in this Quarterly Report on Form 10-Q, including those set

? forth under the heading "Management's Discussion and Analysis of Financial

Condition and Results of Operations";

? use of proceeds of our securities offerings;

? the competitive environment in which we operate;

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the occurrence of any event, change or other circumstances that could delay the

completion of the Merger or give rise to the termination of the Merger

? Agreement with Parent and Merger Sub, and the risk that the Merger Agreement

may be terminated in circumstances that require us to pay a termination fee of

$60 million;

? the failure to satisfy any of the conditions to the completion of the Merger,

the Separation or the Distribution;

? the ability to meet expectations regarding the timing and completion of the

Merger and the Separation and the Distribution;

? risks related to disruption of management's attention from our ongoing business

operations due to the proposed Merger, the Separation and the Distribution;

? the incurrence of substantial costs relating to the Merger, the Separation and

the Distribution;

the effect of the announcement and the pendency of the Merger, the Separation

? and the Distribution on our business relationships, operating results and

business generally;

any legal proceedings that may be initiated against us related to the Merger

? Agreement or any of the transactions contemplated by the Merger Agreement, and

the outcome thereof;

? real estate risks, including fluctuations in real estate values and the general

economic climate in local markets and competition for tenants in such markets;

? risks associated with geographic concentration of our investments;

? decreased rental rates or increasing vacancy rates;

? our ability to lease newly acquired or newly constructed apartment or

single-family properties;

? potential defaults on or non-renewal of leases by tenants;

? creditworthiness of tenants;

? our ability to obtain financing for and complete acquisitions under contract at

the contemplated terms, or at all;

development and acquisition risks, including rising and unanticipated costs,

? delays in timing, abandonment of opportunities, and failure of such

acquisitions and developments to perform in accordance with projections;

? the timing of acquisitions and dispositions;

the performance of our network of leading regional apartment and single-family

? residential owner/operators with which we invest, including through controlling

positions in joint ventures;

? potential natural disasters such as hurricanes, tornadoes and floods;

? national, international, regional and local economic conditions;

? Board determination as to timing and payment of dividends, and our ability to

pay future distributions at the dividend rates we have paid historically;

? the general level of interest rates;

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potential changes in the law or governmental regulations that affect us and

? interpretations of those laws and regulations, including changes in real estate

and zoning or tax laws, and potential increases in real property tax rates;

financing risks, including the risks that our cash flows from operations may be

? insufficient to meet required payments of principal and interest and we may be

unable to refinance our existing debt upon maturity or obtain new financing on

attractive terms or at all;

? lack of or insufficient amounts of insurance;

? our ability to maintain our qualification as a REIT;

? litigation, including costs associated with prosecuting or defending claims and

any adverse outcomes; and

possible environmental liabilities, including costs, fines or penalties that

? may be incurred due to necessary remediation of contamination of properties

presently owned or previously owned by us or a subsidiary owned by us or

acquired by us.

Any of the assumptions underlying forward-looking statements could be
inaccurate. You are cautioned not to place undue reliance on any forward-looking
statements included in this report. All forward-looking statements are made as
of the date of this report and the risk that actual results will differ
materially from the expectations expressed in this report will increase with the
passage of time. Except as otherwise required by the federal securities laws, we
undertake no obligation to publicly update or revise any forward-looking
statements after the date of this report, whether as a result of new
information, future events, changed circumstances or any other reason. The
forward-looking statements should be read in light of the risk factors set forth
in Item 1A of this Quarterly Report on Form 10-Q, in Item 1A of our Annual
Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on
March 11, 2022, and subsequent filings by us with the SEC, or ("Risk Factors").

Overview

We were incorporated as a Maryland corporation on July 25, 2008. Our objective
is to maximize long-term stockholder value by acquiring and developing
well-located institutional-quality multifamily apartment communities and
single-family residential homes in knowledge economy growth markets across the
United States. We seek to maximize returns through investments where we believe
we can drive substantial growth in our core funds from operations and net asset
value primarily through our Value-Add and Invest-to-Own investment strategies.

We conduct our operations through Bluerock Residential Holdings, L.P., our
operating partnership (the "Operating Partnership"), of which we are the sole
general partner. The consolidated financial statements include our accounts and
those of the Operating Partnership and its subsidiaries.

As of June 30, 2022, we held an aggregate of 18,399 units, comprised of 14,383
multifamily units and 4,016 single-family residential units. The aggregate
number of units are held through seventy-four real estate investments,
consisting of fifty-two consolidated operating investments and twenty-two
investments held through preferred equity, loan or ground lease investments. As
of June 30, 2022, our consolidated operating investments were approximately
94.6% occupied.

We have elected to be taxed as a REIT under Sections 856 through 860 of the Code
and have qualified as a REIT commencing with our taxable year ended December 31,
2010. In order to continue to qualify as a REIT, we must distribute to our
stockholders each calendar year at least 90% of our taxable income (excluding
net capital gains). If we qualify as a REIT for federal income tax purposes, we
generally will not be subject to federal income tax on income that we distribute
to our stockholders. If we fail to qualify as a REIT in any taxable year, we
will be subject to federal income tax on our taxable income at regular corporate
rates and will not be permitted to qualify as a REIT for four years following
the year in which our qualification is denied. Such an event could materially
and adversely affect our net income and results of operations. We intend to
continue to organize and operate in such a manner as to remain qualified as

a
REIT.

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Proposed Merger

On December 20, 2021, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Badger Parent LLC ("Parent") and Badger Merger Sub
LLC ("Merger Sub"). The Merger Agreement provides that, upon the terms and
subject to the conditions set forth therein, the Company will be merged with and
into Merger Sub (the "Merger"), with Merger Sub surviving the Merger. The Merger
and the other transactions contemplated by the Merger Agreement were unanimously
approved by the Board. Parent and Merger Sub are affiliates of Blackstone Real
Estate Partners IX L.P., an affiliate of Blackstone Inc. On April 12, 2022, the
Company held a special meeting of stockholders (the "Special Meeting") at which
the Merger was approved by the holders of issued and outstanding common stock,
par value $0.01 per share, of the Company (the "Company Common Stock") entitled
to cast a majority of all the votes entitled to be cast on the Merger. No
further action by the Company's stockholders is required to approve the Merger.

Pursuant to the terms and conditions in the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each share of Company Common Stock,
that is issued and outstanding immediately prior to the Effective Time will
automatically be converted into the right to receive $24.25 in cash, without
interest and less any applicable withholding taxes (the "Per Share Merger
Consideration").

The Company will deliver a notice of redemption (the "Preferred Stock Redemption
Notice") to the holders of our Series B Redeemable Preferred Stock, par value
$0.01 per share ("Series B Preferred Stock"), 7.625% Series C Cumulative
Redeemable Preferred Stock, par value $0.01 per share ("Series C Preferred
Stock"), 7.125% Series D Cumulative Preferred Stock, par value $0.01 per share
("Series D Preferred Stock"), and Series T Redeemable Preferred Stock, par value
$0.01 per share ("Series T Preferred Stock"), in accordance with their
respective Articles Supplementary, which will provide that such preferred stock
will be redeemed effective as of the Effective Time. Each share of Series C
Preferred Stock, Series D Preferred Stock and Series T Preferred Stock will be
redeemed for an amount equal to $25.00 plus an amount equal to all accrued and
unpaid dividends to and including the redemption date set forth in the Preferred
Stock Redemption Notice, without interest. Each share of Series B Preferred
Stock will be redeemed for an amount equal to $1,000.00 plus an amount equal to
all accrued and unpaid dividends to and including the redemption date set forth
in the Preferred Stock Redemption Notice, without interest.

The outstanding warrants to purchase Class A common stock of the Company (the
"Company Warrants") will remain outstanding following the Effective Time in
accordance with their terms, but will be adjusted so that the holder of any
Company Warrant exercised at or after the Effective Time will be entitled to
receive in cash the amount of the Per Share Merger Consideration which, if the
Company Warrant had been exercised immediately prior to the Closing, such holder
would have been entitled to receive upon the consummation of the Merger.

In addition, each award of shares of restricted Class A common stock of the
Company that is outstanding immediately prior to the Effective Time will be
cancelled in exchange for a cash payment in an amount equal to (i) the number of
shares of Company Common Stock subject to such award immediately prior to the
Effective Time multiplied by (ii) the Per Share Merger Consideration, without
interest and less any applicable withholding taxes.

Prior to the consummation of the Merger, we will complete the separation of our
single-family residential real estate business (the "SFR Business") from our
multi-family residential real estate business (the "Separation"). Following the
Separation, the SFR Business will be indirectly held by Bluerock Homes Trust,
Inc. ("BHM"), a Maryland corporation, and the Operating Partnership, and, prior
to the consummation of the Merger, we will distribute the common stock of BHM to
our stockholders as of the record date for such distribution in a taxable
distribution (the "Distribution"). Only holders of Company Warrants that are
exercised so that the Company Common Stock issued in respect thereof is issued
and outstanding as of the record date for the Distribution will be entitled to
receive any common stock of BHM in the Distribution in respect of such Company
Warrants.

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In connection with the Separation, the Operating Partnership will exchange its
interests in an entity holding its multi-family residential real estate business
with the Company as consideration for a redemption of all of our preferred
interests in the Operating Partnership and a portion of our common units in the
Operating Partnership (the "Redemption"). As a result, following the Redemption,
the Operating Partnership will cease to hold interests in the Company's
multi-family residential real estate business, and will hold the assets related
to the SFR Business. Most members of our senior management, along with certain
entities related to them, have agreed to retain their interests in the Operating
Partnership until the earlier of the Effective Time and the termination of the
Merger Agreement, rather than redeeming their interests for cash or shares of
Company Common Stock that will receive the Per Share Merger Consideration. As a
result, following the Separation and the Distribution, our stockholders who
receive shares of BHM in the Distribution are expected to indirectly own
approximately 35% of the SFR Business, with holders of units in the Operating
Partnership (other than BHM) expected to indirectly own an interest of
approximately 65% of the SFR Business. In connection with the Separation and the
Distribution, BHM and the Operating Partnership will enter into a management
agreement with an affiliate of Bluerock providing for it to be externally
managed thereby.

The Merger Agreement contains customary representations, warranties and
covenants, including, among others, covenants by the Company to use commercially
reasonable efforts to conduct its business in all material respects in the
ordinary course, subject to certain exceptions, during the period between the
execution of the Merger Agreement and the consummation of the Merger. The
obligations of Parent and Merger Sub to consummate the Merger are not subject to
any financing condition or the receipt of any financing by Parent or Merger Sub.

The consummation of the Merger is conditioned on the consummation of the Separation and the Distribution, as well as certain customary closing conditions.

The Company has agreed not to solicit or enter into an agreement regarding a
Company Takeover Proposal (as defined in the Merger Agreement) and is not
permitted to enter into discussions or negotiations concerning, or provide
information to a third party in connection with, any Company Takeover Proposal,
in each case subject to certain exceptions that no longer apply following the
approval of the Merger by the Company's common stockholders.

The Merger Agreement may be terminated under certain circumstances by the
Company. In addition, Parent may terminate the Merger Agreement under certain
circumstances and subject to certain restrictions. The Merger Agreement also may
be terminated by either the Company or Parent if the Merger has not been
completed on or prior to the date that is nine months after the date of the
Merger Agreement, which date may be extended to complete the Separation and the
Distribution, by the Company, up to the date that is ten months after the date
of the Merger Agreement, or by Parent, up to the date that is twelve months
after the date of the Merger Agreement.

In connection with a termination of the Merger Agreement in certain
circumstances, the Company will be required to pay a termination fee to Parent
of $60 million. Upon termination of the Merger Agreement in certain other
circumstances, Parent will be required to pay the Company a termination fee of
$200 million.

The foregoing description of the Merger Agreement is only a summary, does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is filed as Exhibit 2.1 to our current
report on Form 8-K filed with the Securities and Exchange Commission (the "SEC")
on December 21, 2021.

The Company expects the Separation, the Distribution and the Merger to be completed in the second half of 2022, subject to the satisfaction of the closing conditions set forth in the Merger Agreement.

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COVID-19

We continue to monitor the impact of the COVID-19 pandemic and any resulting
macro-economic changes on all aspects of our business and apartment communities,
including how it will impact our tenants and business partners. While,
consistent with prior quarters, we did not incur any significant impact on our
performance during the three months ended June 30, 2022 from the COVID-19
pandemic, going forward we cannot predict the impact that the COVID-19 pandemic
will have on our financial condition, results of operations and cash flows due
to the numerous uncertainties. These uncertainties include the scope, severity
and duration of the pandemic, the actions taken to contain the pandemic or
mitigate its impact and the direct and indirect economic effects of the pandemic
and containment measures, among others. The outbreak of COVID-19 across the
globe, including the United States, has significantly and adversely impacted
global economic activity and has contributed to significant volatility and
negative pressure in financial markets. The global impact of the outbreak has
been rapidly evolving and, as cases of COVID-19 have continued to be identified
in additional countries, many countries, including the United States, have
reacted by instituting quarantines, mandating business and school closures and
restricting travel. Certain states and cities, including where we own
communities, have developments and where our Company has places of business
located, have also reacted by instituting quarantines, restrictions on travel,
"stay-at-home" orders, restrictions on types of business that may continue to
operate or be reinstituted, as applicable, and/or restrictions on the types of
construction projects that may continue or be reinstituted. We cannot predict if
additional states and cities will implement similar restrictions or when
restrictions currently in place will expire or, to the extent expired, be
reinstituted. As a result, the COVID-19 pandemic is negatively impacting almost
every industry directly or indirectly, including industries in which our tenants
are employed. Further, the impacts of a potential worsening of global economic
conditions and the continued disruptions to, and volatility in, the credit and
financial markets, consumer spending as well as other unanticipated consequences
remain unknown. We also are unable to predict the impact that COVID-19 will have
on our tenants, business partners within our network, and our service providers;
and therefore, any material effect on these parties could adversely impact us.

Previously, we had provided rent deferral payment plans as a result of hardships
certain tenants experienced due to the impact of COVID-19, decreasing from 1% in
the quarter ended June 30, 2020 to none in the quarter ended June 30, 2022.
Although we may receive tenant requests for rent deferrals in the coming months,
we do not expect to waive our contractual rights under our lease agreements.
Further, while occupancy remains strong at 94.6% and 94.5% as of June 30, 2022
and July 31, 2022, respectively, in future periods, we may experience reduced
levels of tenant retention, and reduced foot traffic and lease applications from
prospective tenants, as a result of the impact of COVID-19.

The impact of the COVID-19 pandemic and any resulting macro-economic changes on
our rental revenue for the third quarter of 2022 and thereafter cannot be
determined at present. The situation surrounding the COVID-19 pandemic remains
uncertain, and we are actively managing our response in collaboration with
business partners in our network and service providers and assessing potential
impacts to our financial position and operating results, as well as potential
adverse developments in our business. While we expect COVID-19 to adversely
impact our tenants in the short term, we believe the knowledge economy renter by
choice targeted by our Class A affordable rent strategy should be less impacted
by COVID-19 related job loss, which should provide a downside buffer in the
interim and allow us to reaccelerate rent growth more quickly once more economic
certainty exists around the COVID-19 pandemic.

Since the beginning of the COVID-19 pandemic, we have taken actions to
prioritize the health and well-being of our tenants and our employees, while
maintaining our high standard of service. As of June 30, 2022, all our
properties are open and are complying with federal, state and local government
orders. In keeping with such orders, we have implemented, and will continue to
implement, operational changes, including the adoption of social distancing
practices, additional use of PPE equipment and a virtual leasing/virtual office
structure. Our property offices are now open to the public and to residents by
appointment and with strict social distancing protocols in place. Work orders
are now being completed, also with strict safety protocols in place including
PPE equipment and a safety questionnaire of each resident at time of request.
Generally, the outdoor amenity areas at our communities, including pools, pet
parks, and outdoor social areas, have re-opened with strict social distancing
protocols, limited capacity and cleaning protocols implemented. Our properties
continue the cleaning protocols for the sanitization of all community common
areas (including handrails, doors and elevators).

Our corporate offices have also transitioned from a full remote work week to a
hybrid model. There can be no assurances that the continuation of such remote
work arrangements for an extended period of time will not strain our business
continuity plans, introduce operational risk, including cybersecurity risks, or
impair our ability to manage our business.

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Other Significant Developments

Acquisition of and Investments in Real Estate

During the six months ended June 30, 2022, we acquired an additional 405
single-family residential units through four new or existing joint ventures for
total purchase prices of $103.7 million. Additionally, we increased our
preferred equity investments in Chandler, Deerwood Apartments, Lower Broadway,
Orange City Apartments, The Cottages at Myrtle Beach, The Cottages at Warner
Robins, The Cottages of Port St. Lucie, The Woods at Forest Hill and Wayford at
Innovation Park by an aggregate of approximately $59.8 million.

We entered into a mezzanine loan agreement with Weatherford 185 and provided
loan funding of approximately $9.6 million, and we subsequently received
principal loan repayments from Weatherford 185 in the aggregate of $0.2 million.
We also provided increased mezzanine loan funding to Domain at The One Forty of
approximately $0.1 million.

The following is a summary of our real estate investments made during the six months ended June 30, 2022 ($ in millions):

                                                                                         Number of      Ownership       Purchase
Name - Operating                            Market             Date of Investment (1)      Units         Interest         Price
Single-Family Residential (2)
Granbury 2.0 (3)                            Granbury, TX       March 11, 2022                    34              80 %  $        7.7
Savannah 319                                Savannah, GA       March 17, 2022                    19              80 %           4.5
Golden Pacific                              IN / KS / MO       1Q 2022                           62              97 %          11.8
ILE                                         TX / SE US         1Q 2022                           31              95 %           7.0
Ballast                                     AZ / CO / WA       2Q 2022                           65              95 %          26.1
Golden Pacific                              IN / KS / MO       2Q 2022                           66              97 %          14.0
ILE                                         TX / SE US         2Q 2022                          108              95 %          27.8
Savannah 319                                Savannah, GA       2Q 2022                           20              80 %           4.8
Total Operating                                                                                 405                    $      103.7

                                                                                         Number of       Commitment      Investment
Name - Mezzanine Loan                       Market             Date of Investment          Units           Amount          Amount
Single-Family Residential
Weatherford 185 (4)                         Weatherford, TX    February 15, 2022                185    $        9.6    $        9.6
Total Mezzanine Loan                                                                            185                    $        9.6
Total                                                                                           590                    $      113.3

For those acquisitions where the quarter is specified, we acquired additional

units on various dates throughout that specified quarter. These additional (1) units were added to the respective existing portfolios. For Ballast, the

units acquired in the second quarter 2022 were the first of our acquisitions

for that portfolio.

(2) Single-Family Residential includes single-family residential homes and

attached townhomes/flats.

At the time of closing, we made a common equity investment in Granbury 2.0

and provided a mezzanine loan to the portfolio owner. On April 1, 2022, our (3) full mezzanine loan investment was converted into a common equity interest.

Refer to Note 7 of our consolidated financial statements for further

information.

(4) On July 22, 2022, the Weatherford 185 loan that we provided was paid off in

full.

Sale of Real Estate Assets and Investments

We received loan payoffs of approximately $164.5 million from the sale of four
properties. Additionally, four properties underlying unconsolidated joint
ventures were sold and our preferred equity investments were redeemed for net
proceeds of $30.7 million.

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The following is a summary of our loan payoffs and redemptions of preferred equity investments during the six months ended June 30, 2022 ($ in millions):

                                                                                    Number of     Sale        BRG Net
Property                                Location               Date Sold              Units       Price       Proceeds
Mezzanine Loan
Reunion Apartments                      Orlando, FL            February 25, 2022          280    $  90.0    $      12.5
The Hartley at Blue Hill                Chapel Hill, NC        February 28, 2022          414      114.2           39.4 (1)
Motif                                   Fort Lauderdale, FL    March 24, 2022             385      195.0           87.2
Domain at The One Forty                 Garland, TX            May 5, 2022                299       74.2           25.4
Total Mezzanine Loan                                                                    1,378    $ 473.4    $     164.5

Preferred Equity
Alexan CityCentre                       Houston, TX            January 20, 2022           340    $  92.8    $      18.7
Georgetown Crossing                     Savannah, GA           March 29, 2022             168       30.0            2.2
Park on the Square                      Pensacola, FL          April 12, 2022             240       61.3            5.9
The Commons                             Jacksonville, FL       June 16, 2022              328       58.9            3.9
Total Preferred Equity                                                     

            1,076    $ 243.0    $      30.7
Total                                                                                   2,454    $ 716.4    $     195.2

(1) On April 29, 2022, the senior loan that we provided, which was secured by a

parcel of land adjacent to The Hartley at Blue Hill property, was paid off

for $5.0 million. The senior loan payoff is included in the BRG Net Proceeds

amount.

Redemptions of Preferred Stock

During the six months ended June 30, 2022, we, at the request of holders,
redeemed 962 shares of Series B Redeemable Preferred Stock and 36,771 shares of
Series T Redeemable Preferred Stock for $0.9 million and $0.9 million in cash,
respectively.

Our total stockholders' equity decreased $33.3 million from $83.9 million as of
December 31, 2021 to $50.6 million as of June 30, 2022. The decrease in our
total stockholders' equity is primarily attributable to dividends declared of
$46.9 million and preferred stock accretion of $10.8 million, partially offset
by net income of $15.3 million and the impact of Company Warrant exercises of
$5.5 million during the six months ended June 30, 2022.

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Results of Operations

The following is a summary of our stabilized consolidated operating real estate investments as of June 30, 2022:

                                                                               Number of            Date            Ownership     Average            %
Name                                                  Location                   Units       Built/Renovated (1)    Interest      Rent (2)      Occupied (3)
Multifamily
ARIUM Glenridge                                       Atlanta, GA                     480                   1990           90 %  $    1,520             93.1 %
ARIUM Westside                                        Atlanta, GA                     336                   2008           90 %       1,649             89.6 %
Ashford Belmar                                        Lakewood, CO                    512              1988/1993           85 %       1,863             95.7 %
Avenue 25                                             Phoenix, AZ                     254                   2013          100 %       1,494             92.9 %
Burano Hunter's Creek                                 Orlando, FL                     532                   1999          100 %       1,608             96.4 %
Carrington at Perimeter Park                          Morrisville, NC                 266                   2007          100 %       1,425             97.7 %
Chattahoochee Ridge                                   Atlanta, GA                     358                   1996           90 %       1,563             95.5 %
Chevy Chase                                           Austin, TX                      320                   1971           92 %       1,171             95.6 %
Cielo on Gilbert                                      Mesa, AZ                        432                   1985           90 %       1,382             95.4 %
Citrus Tower                                          Orlando, FL                     336                   2006           97 %       1,588             97.0 %
Denim                                                 Scottsdale, AZ                  645                   1979          100 %       1,509             96.1 %
Elan                                                  Austin, TX                      270                   2007          100 %       1,308             96.3 %
Element                                               Las Vegas, NV                   200                   1995          100 %       1,519             94.5 %
Falls at Forsyth                                      Cumming, GA                     356                   2019          100 %       1,629             94.4 %
Gulfshore Apartment Homes                             Naples, FL                      368                   2016          100 %       1,530             94.8 %
Outlook at Greystone                                  Birmingham, AL                  300                   2007          100 %       1,305             97.7 %
Pine Lakes Preserve                                   Port St. Lucie, FL              320                   2003          100 %       1,744             94.7 %
Providence Trail                                      Mount Juliet, TN                334                   2007          100 %       1,508             97.3 %
Roswell City Walk                                     Roswell, GA                     320                   2015           98 %       1,821             92.5 %
Sands Parc                                            Daytona Beach, FL               264                   2017          100 %       1,613             94.7 %
The Brodie                                            Austin, TX                      324                   2001          100 %       1,513             98.5 %
The Debra Metrowest                                   Orlando, FL                     510                   2001          100 %       1,634             96.3 %
The Links at Plum Creek                               Castle Rock, CO                 264                   2000           88 %       1,603             97.0 %
The Mills                                             Greenville, SC                  304                   2013          100 %       1,194             97.7 %

The Preserve at Henderson Beach                       Destin, FL

          340                   2009          100 %       1,793             97.4 %
The Sanctuary                                         Las Vegas, NV                   320                   1988          100 %       1,348             94.1 %
Veranda at Centerfield                                Houston, TX                     400                   1999           93 %       1,120             95.5 %
Villages of Cypress Creek                             Houston, TX                     384                   2001           80 %       1,297             94.8 %
Wesley Village                                        Charlotte, NC                   301                   2010          100 %       1,533             97.0 %
Windsor Falls                                         Raleigh, NC                     276                   1994          100 %       1,238             96.4 %
Total Multifamily Units                                                            10,626

                                                                                                Average Year                       Average
Single-Family Residential (4)                         Market                                        Built                          Rent (5)
Ballast                                               AZ / CO / WA                     65                   1999           95 %       2,389             60.9 %  (6)
Golden Pacific                                        IN / KS / MO                    135                   1975           97 %       1,331             45.3 %  (6)
ILE                                                   TX / SE US                      418                   1990           95 %       1,689             93.6 %  (6)
Navigator Villas                                      Pasco, WA                       176                   2013           90 %       1,383 (2)         95.5 %
Peak
Axelrod                                               Garland, TX                      22                   1959           80 %       1,297             95.5 %
DFW 189                                               Dallas-Fort Worth, TX           189                   1962           56 %         990             97.9 %
Granbury                                              Granbury, TX                     36              2020-2021           80 %       1,567             94.4 %
Granbury 2.0                                          Granbury, TX                     34              2021-2022           80 %       1,708            100.0 %
Indy                                                  Indianapolis, IN                 44                   1958           60 %         840             86.4 %
Lubbock                                               Lubbock, TX                      60                   1955           80 %         983             91.7 %
Lubbock 2.0                                           Lubbock, TX                      75                   1972           80 %       1,223             86.7 %
Lubbock 3.0                                           Lubbock, TX                      45                   1945           80 %         944             84.4 %
Lynnwood                                              Lubbock, TX                      20                   2005           80 %       1,006             90.0 %
Lynnwood 2.0                                          Lubbock, TX                      20                   2003           80 %         997             85.0 %
Savannah 319                                          Savannah, GA                     39                   2022           80 %       1,569             79.5 %
Springfield                                           Springfield, MO                 290                   2004           60 %       1,147             95.5 %
Springtown                                            Springtown, TX                   70                   1991           80 %       1,236             91.4 %
Springtown 2.0                                        Springtown, TX                   14                   2018           80 %       1,414             85.7 %
Texarkana                                             Texarkana, TX                    29                   1967           80 %       1,012             93.1 %
Texas Portfolio 183                                   Various / TX                    183                   1975           80 %       1,309             86.3 %
Wayford at Concord                                    Concord, NC                     150                   2019           83 %       2,025 (2)         98.0 %
Yauger Park Villas                                    Olympia, WA                      80                   2010           95 %       2,230 (2)         98.8 %

Total Single-family Units                                                  

        2,194
Total Units/Average                                                                12,820                                        $    1,495             94.6 %

(1)Represents date of last significant renovation or year built if there were no renovations.

(2)Represents the average effective monthly rent per occupied unit for the three
months ended June 30, 2022. Total concessions for the three months ended June
30, 2022 amounted to approximately $0.05 million.

(3)Percent occupied is calculated as (i) the number of units occupied as of June 30, 2022 divided by (ii) total number of units, expressed as a percentage.

(4)Single-Family Residential includes single-family residential homes and attached townhomes/flats.

(5)Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the second quarter 2022.

(6)Percent occupied for Ballast, Golden Pacific and ILE excludes 1, 40 and 75 down units under renovation, respectively.

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Table of Contents

The following is a summary of our preferred equity, loan and ground lease investments as of June 30, 2022:

                                                                      Total Actual/
                                                         Actual/       Estimated                              Actual/          Actual/        Actual/           Pro
                                                         Planned      Construction                           Estimated        Estimated      Estimated         Forma
                                                         Number           Cost           Cost to Date       Construction        Initial     Construction      Average
Lease-up Investment Name (1)       Location / Market     of Units     (in millions)      (in millions)      Cost Per Unit      Occupancy     Completion       Rent (2)
Multifamily
Zoey                               Austin, TX                 307    $          59.5    $          58.9    $       193,811     4Q 2021         1Q 2022       $    1,762
Total Multifamily Units                                       307

Single-Family Residential
Willow Park                        Willow Park, TX             46               14.5               10.9            315,217     2Q 2022         1Q 2023            2,362
Total Single-family Units                                      46
Total Lease-up Units                                          353

Development Investment Name (1)
Multifamily
Avondale Hills                     Decatur, GA                240               52.4               46.7            218,333     1Q 2023         1Q 2023            1,538
Deerwood Apartments                Houston, TX                330               65.8               45.5            199,394     4Q 2022         2Q 2023            1,590
Chandler                           Chandler, AZ               208               48.2               17.0            231,731     3Q 2023         4Q 2023            1,457

Orange City Apartments             Orange City, FL            298          

    60.5               19.2            203,020     1Q 2023         4Q 2023            1,457
Lower Broadway                     San Antonio, TX            386               91.5               37.6            237,047     4Q 2023         2Q 2024            1,769
Total Multifamily Units                                     1,462

Single-Family Residential
The Woods at Forest Hill           Forest Hill, TX             76               14.8                6.8            194,737     1Q 2023         3Q 2023  

1,625

The Cottages at Myrtle Beach       Myrtle Beach, SC           294               63.2               29.2            214,966     2Q 2023         4Q 2023  

1,743

The Cottages at Warner Robins Warner Robins, GA 251

     53.1               17.5            211,554     3Q 2023         4Q 2023  

1,346

The Cottages of Port St. Lucie Port St. Lucie, FL 286

    69.6               24.2            243,357     1Q 2023         4Q 2023            2,133
Wayford at Innovation Park         Charlotte, NC              210               62.0               12.8            295,238     3Q 2023         3Q 2024            1,994
Weatherford 185 (3)                Weatherford, TX            185                  -                  -                  -        -               -               1,874
Total Single-family Units                                   1,302
Total Development Units                                     2,764

                                                          Number                                                                                              Average

Operating Investment Name (1) Location / Market of Units

                                                                                  Rent (2)
Multifamily
Deercross                          Indianapolis, IN           372                                                                                            $      825
Hunter's Pointe                    Pensacola, FL              204                                                                                                 1,223
Renew 3030                         Mesa, AZ                   126                                                                                                 1,222
Spring Parc                        Dallas, TX                 304                                                                                                 1,132

The Crossings of Dawsonville       Dawsonville, GA            216          

1,577

The Reserve at Palmer Ranch        Sarasota, FL               320          

                                                                                      1,680
The Riley                          Richardson, TX             262                                                                                                 1,564
Water's Edge                       Pensacola, FL              184                                                                                                 1,429
Total Multifamily Units                                     1,988

Single-Family Residential
Peak Housing (4)                   IN / MO / TX               474                                                                                                   936
Total Single-family Units                                     474
Total Operating Units                                       2,462
Total Units/Average                                         5,579                                                                                            $    1,501 (5)

Investments in which we have a preferred equity, loan or ground lease (1) investment. Operating investments represent stabilized operating investments.

    Refer to Note 6 and Note 7 in our consolidated financial statements for
    further information.

For lease-up and development investments, represents the average pro forma (2) effective monthly rent per occupied unit for all expected occupied units upon

stabilization. For operating investments, represents the average effective

monthly rent per occupied unit.

(3) The development is in the planning phase; final project specifications are in

process.

Peak Housing consists of our preferred equity investments in a private (4) single-family home REIT (refer to Note 7 of our consolidated financial

statements for further information). Unit count excludes units presented in

the consolidated operating investments table above.

(5) The average effective monthly rent including sold properties was $1,480 for

    the three months ended June 30, 2022.


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Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Revenue

Rental and other property revenues increased $8.8 million, or 18%, to $58.5
million for the three months ended June 30, 2022 as compared to $49.7 million
for the same prior year period. This was due to a $7.1 million increase from the
acquisition of three investments in 2022 and the full period impact of nineteen
investments acquired in 2021, and a $5.6 million increase from same store
properties, partially offset by a $3.9 million decrease driven by the full
period impact of four investments sold in 2021.

Interest income from loan and ground lease investments decreased $3.0 million,
or 74%, to $1.1 million for the three months ended June 30, 2022 as compared to
$4.1 million for the same prior year period primarily due to the sales of five
underlying investments in 2022 and 2021, decreases in interest rates, and the
impact of deferred income at Motif, partially offset by increases in the average
balance of mezzanine loans outstanding and the acquisition of one investment in
2022.

Expenses

Property operating expenses increased $2.9 million, or 15%, to $21.8 million for
the three months ended June 30, 2022 as compared to $18.9 million for the same
prior year period. This was primarily due to a $3.6 million increase from the
acquisition of properties in 2022 and 2021 and a $0.7 million increase from same
store properties, partially offset by a $1.4 million decrease from sold
properties. Property NOI margins increased to 62.7% of total revenues for the
three months ended June 30, 2022 from 62.0% in the prior year period. Property
NOI margins are computed as total rental and other property revenues less
property operating expenses, divided by total rental and other property
revenues.

Property management fees expense increased $0.9 million, or 69%, to $2.1 million
for the three months ended June 30, 2022 as compared to $1.2 million in the same
prior year period.  Property management fees incurred are based on property
level revenues.

General and administrative expenses amounted to $7.3 million for the three months ended June 30, 2022 as compared to $6.6 million for the same prior year period.

Acquisition and pursuit costs amounted to $0.1 million for the three months ended June 30, 2022. Abandoned pursuit costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods.

Acquisition and pursuit costs for the same prior year period were insignificant.

Depreciation and amortization expenses were $21.4 million for the three months
ended June 30, 2022 as compared to $19.9 million for the same prior year period.
This was due to a $3.3 million increase from the acquisition of investments in
2022 and 2021 partially offset by a $1.3 million decrease driven by the sales of
investments in 2022 and 2021 and a $0.5 million decrease from same store
properties.

Other Income and Expense

Other income and expense amounted to expense of $7.9 million for the three
months ended June 30, 2022 compared to income of $7.7 million for the same prior
year period. This was primarily due to a decrease in gain on sale of real estate
investments of $19.4 million and an increase in transaction costs of $2.2
million, partially offset by an increase in gain on sale of unconsolidated joint
venture of $2.8 million, an increase in preferred returns on unconsolidated real
estate joint ventures of $2.2 million, and a decrease in loss on extinguishment
of debt of $0.6 million.

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Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Revenue

Rental and other property revenues increased $14.2 million, or 14%, to $115.0
million for the six months ended June 30, 2022 as compared to $100.8 million for
the same prior year period. This was due to a $14.2 million increase from the
acquisition of three investments in 2022 and the full period impact of nineteen
investments acquired in 2021, and a $11.2 million increase from same store
properties, partially offset by a $11.2 million decrease driven by the full
period impact of seven investments sold in 2021.

Interest income from related parties and ground leases decreased $1.0 million,
or 11%, to $7.8 million for the six months ended June 30, 2022 as compared to
$8.8 million for the same prior year period due to the sales of five underlying
investments in 2022 and 2021 and decreases in interest rates, partially offset
by the recognition of deferred income at Motif, increases in the average balance
of mezzanine loans outstanding, and the acquisition of one investment in 2022.

Expenses

Property operating expenses increased $2.9 million, or 7%, to $41.7 million for
the six months ended June 30, 2022 as compared to $38.8 million for the same
prior year period. This was primarily due to a $6.6 million increase from the
acquisition of properties in 2022 and 2021 and a $0.8 million increase from same
store properties, partially offset by a $4.5 million decrease from sold
properties. Property NOI margins increased to 63.8% of total revenues for the
six months ended June 30, 2022 from 61.5% in the prior year period. Property NOI
margins are computed as total rental and other property revenues less property
operating expenses, divided by total rental and other property revenues.

Property management fees expense increased $1.5 million, or 57%, to $4.0 million
for the six months ended June 30, 2022 as compared to $2.5 million in the same
prior year period. Property management fees incurred are based on property level
revenues.

General and administrative expenses amounted to $15.2 million for the six months ended June 30, 2022 as compared to $13.2 million for the same prior year period.

Acquisition and pursuit costs amounted to $0.1 million for the six months ended
June 30, 2022. Abandoned pursuit costs can vary greatly, and the costs incurred
in any given period may be significantly different in future periods.
Acquisition and pursuit costs for the same prior year period were insignificant.

Weather-related losses, net amounted to $0.4 million for the six months ended
June 30, 2021.  The 2021 expense related to freeze damages at eight properties
in Texas.  No weather-related losses were recorded in 2022.

Depreciation and amortization expenses were $43.5 million for the six months
ended June 30, 2022 as compared to $40.3 million for the same prior year period.
This was due to a $7.5 million increase from the acquisition of investments in
2022 and 2021 partially offset by a $3.4 million decrease driven by the sales of
investments in 2022 and 2021 and a $0.9 million decrease from same store
properties.

Other Income and Expense

Other income and expense amounted to expense of $17.4 million for the six months
ended June 30, 2022 compared to income of $61.6 million for the same prior year
period. This was primarily due to a decrease in gain on sale of real estate
investments of $88.3 million and an increase in transaction costs of $9.7
million.  This was partially offset by an increase in gain on sale of
unconsolidated joint venture of $6.7 million, an increase in preferred returns
on unconsolidated real estate joint ventures of $3.7 million, a decrease in loss
on extinguishment of debt of $3.7 million, and a net decrease in interest
expense of $2.4 million.

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  Table of Contents

Property Operations

We define "same store" properties as those that we owned and operated for the
entirety of both periods being compared, except for properties that are in the
construction or lease-up phases, properties that are undergoing development or
significant redevelopment, or properties held for sale. We move properties
previously excluded from our same store portfolio for these reasons into the
same store designation once they have stabilized or the development or
redevelopment is complete and such status has been reflected fully in all
quarters during the applicable periods of comparison. For newly constructed or
lease-up properties or properties undergoing significant redevelopment, we
consider a property stabilized upon attainment of 90.0% physical occupancy.

For comparison of our three months ended June 30, 2022 and 2021, the same store
properties included properties owned at April 1, 2021. For comparison of our six
months ended June 30, 2022 and 2021, the same store properties included
properties owned at January 1, 2021. Our same store properties for both the
three and six months ended June 30, 2022 and 2021 consisted of 30 properties,
representing 10,526 units.

The following table presents the same store and non-same store results from
operations for the three and six months ended June 30, 2022 and 2021 ($ in
thousands):

                             Three Months Ended
                                  June 30,                Change
                              2022         2021         $         %
Property Revenues
Same Store                 $   50,612    $ 44,981    $ 5,631     12.5 %
Non-Same Store                  7,903       4,740      3,163     66.7 %
Total property revenues        58,515      49,721      8,794     17.7 %

Property Expenses
Same Store                     17,822      17,136        686      4.0 %
Non-Same Store                  3,984       1,773      2,211    124.7 %
Total property expenses        21,806      18,909      2,897     15.3 %

Same Store NOI                 32,790      27,845      4,945     17.8 %
Non-Same Store NOI              3,919       2,967        952     32.1 %
Total NOI (1)              $   36,709    $ 30,812    $ 5,897     19.1 %


                              Six Months Ended
                                  June 30,               Change
                             2022         2021          $       %
Property Revenues
Same Store                 $ 100,010    $  88,801    $ 11,209  12.6 %
Non-Same Store                15,004       12,002       3,002  25.0 %
Total property revenues      115,014      100,803      14,211  14.1 %

Property Expenses
Same Store                    34,757       33,987         770   2.3 %
Non-Same Store                 6,933        4,854       2,079  42.8 %
Total property expenses       41,690       38,841       2,849   7.3 %

Same Store NOI                65,253       54,814      10,439  19.0 %
Non-Same Store NOI             8,071        7,148         923  12.9 %
Total NOI (1)              $  73,324    $  61,962    $ 11,362  18.3 %

See "Net Operating Income" below for a reconciliation of Same Store NOI, (1) Non-Same Store NOI and Total NOI to net income (loss) and a discussion of how

    management uses this non-GAAP financial measure.


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Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

Same store net operating income ("NOI") for the three months ended June 30, 2022
increased 17.8%, or $4.9 million, compared to the 2021 period. Same store
property revenues increased 12.5%, or $5.6 million, as compared to the 2021
period, primarily attributable to a 14.0% increase in average rental rates; of
our thirty same store properties, all thirty recognized rental rate increases
during the period. In addition, a $0.5 million increase in ancillary income,
such as administrative fees, utility income, trash fees, termination fees and
late fees, contributed to the revenue increase. This increase was partially
offset by a 50-basis point decrease in occupancy and a $0.2 million decrease in
collections.

Same store expenses for the three months ended June 30, 2022 increased 4.0%, or
$0.7 million, compared to the 2021 period, and was attributable to a $0.2
million increase in each of the following areas: insurance, payroll, and
utilities, along with a $0.1 million increase in both seasonal maintenance and
turnover. These increases were partially offset by a $0.2 million decrease in in
real estate taxes.

Non-same store property revenues and property expenses for the three months
ended June 20, 2022 increased $3.2 million and $2.2 million, respectively,
compared to the 2021 period due to the timing and volume of operating property
transactions. We acquired twenty-two operating investments representing 2,294
units and sold four operating investments representing 1,058 units since April
1, 2021.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

Same store NOI for the six months ended June 30, 2022 increased 19.0%, or $10.4
million, compared to the 2021 period. Same store property revenues increased
12.6%, or $11.2 million, as compared to the 2021 period, attributable to a 13.4%
increase in average rental rates; of our thirty same store properties, all
thirty recognized rental rate increases during the period. In addition, a $0.9
million increase in ancillary income, such as administrative fees, utility
income, trash fees, termination fees and late fees, contributed to the revenue
increase. This increase was partially offset by a $0.2 million decrease in
collections. Average occupancy was flat at 95.6% for both the 2022 and 2021
period.

Same store expenses for the six months ended June 30, 2022 increased 2.3%, or
$0.8 million, compared to the 2021 period, and was attributable to the following
increases: $0.4 million in insurance, $0.3 million in seasonal maintenance, $0.2
million in utilities and $0.1 million increase in payroll. These increases were
partially offset by a $0.3 million decrease in in real estate taxes.

Non-same store property revenues and property expenses for the six months ended
June 30, 2022 increased $3.0 million and $2.1 million, respectively, compared to
the 2021 period due to the timing and volume of operating property transactions.
We acquired twenty-two operating investments representing 2,294 units and sold
seven operating investments representing 2,196 units since January 1, 2021.

Net Operating Income

We believe that NOI is a useful measure of our operating performance. We define
NOI as total property revenues less total property operating expenses, excluding
depreciation and amortization and interest. Other REITs may use different
methodologies for calculating NOI, and accordingly, our NOI may not be
comparable to other REITs. NOI also is a computation made by analysts and
investors to measure a real estate company's operating performance.

We believe that this measure provides an operating perspective not immediately
apparent from GAAP operating income or net income. We use NOI to evaluate our
performance on a same store and non-same store basis; NOI allows us to evaluate
the operating performance of our properties because it measures the core
operations of property performance by excluding corporate level expenses and
other items not related to property operating performance and captures trends in
rental housing and property operating expenses.

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Table of Contents

However, NOI should only be used as a supplemental measure of our financial
performance. The following table reflects net (loss) income attributable to
common stockholders together with a reconciliation to NOI and to same store and
non-same store contributions to consolidated NOI, as computed in accordance with
GAAP for the periods presented (amounts in thousands):

                                               Three Months Ended          Six Months Ended
                                                    June 30,                  June 30,
                                                2022         2021          2022         2021
Net (loss) income attributable to common
stockholders                                 $ (17,274)    $ (5,429)    $ (32,670)    $ 18,152
Add back: Net (loss) income attributable
to Operating Partnership Units                  (6,108)      (1,978)      (11,924)       8,182
Net (loss) income attributable to common
stockholders and unit holders                  (23,382)      (7,407)      (44,594)      26,334
Add common stockholders and Operating
Partnership Units pro-rata share of:
Real estate depreciation and amortization        19,945       19,036        40,368      38,440
Non-real estate depreciation and
amortization                                        122          122           244         244
Non-cash interest expense                           744          549         1,148       1,154
Unrealized (gain) loss on derivatives             (833)           20       (1,959)        (11)
Loss on extinguishment of debt and debt
modification costs                                    -          609             -       3,173
Provision for credit losses                       (134)           26         (930)         567
Property management fees                          1,931        1,194         3,641       2,417

Acquisition and pursuit costs                        71            3           116          15
Corporate operating expenses                      7,209        6,520        15,054      13,090
Transaction costs                                 2,158            -         9,703           -
Weather-related losses, net                           -            -       

     -         360
Preferred dividends                              18,557       14,367        37,129      28,984
Preferred stock accretion                         5,639        7,290        10,845      14,312
Less common stockholders and Operating
Partnership Units pro-rata share of:
Other income, net                                 1,523           57         2,509         108
Preferred returns on unconsolidated real
estate joint ventures                             4,547        2,329         8,364       4,616
Interest income from loan and ground
lease investments                                 1,348        4,114         8,725       8,835
Gain on sale of real estate investments               -       18,630             -      81,058
Gain on sale of unconsolidated joint
ventures                                          2,802            -         6,694           -
Pro-rata share of properties' income             21,807       17,199        44,473      34,462
Add:
Noncontrolling interest pro-rata share of
partially owned property income                   1,410          738       

 3,029       1,378
Total property income                            23,217       17,937        47,502      35,840
Add:
Interest expense                                 13,492       12,875        25,822      26,122
Net operating income                             36,709       30,812        73,324      61,962
Less:

Non-same store net operating income               3,919        2,967         8,071       7,148
Same store net operating income              $   32,790    $  27,845    $  

65,253 $ 54,814

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, both
short- and long-term. Our primary short-term liquidity requirements historically
have related to (a) our operating expenses and other general business needs, (b)
distributions to our stockholders, (c) committed investments and capital
requirements to fund development and renovations at existing properties, and (d)
ongoing commitments to repay borrowings, including our credit facilities and our
maturing short-term debt.

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Our ability to access capital on favorable terms as well as to use cash from
operations to continue to meet our short-term liquidity needs could be affected
by various risks and uncertainties, including the effects of the COVID-19
pandemic and other risks detailed in Part II, Item 1A titled "Risk Factors" and
in the other reports we have filed with the SEC.

Previously, we have provided rent deferral payment plans as a result of
hardships certain tenants experienced due to the impact of COVID-19, decreasing
from 1% in the quarter ended June 30, 2020 to none in the quarter ended June 30,
2022. Although we may receive tenant requests for rent deferrals in the coming
months, we do not expect to waive our contractual rights under our lease
agreements. Further, while occupancy remains strong at 94.6% and 94.5% as of
June 30, 2022 and July 31, 2022, respectively, in future periods we may
experience reduced levels of tenant retention, and reduced foot traffic and
lease applications from prospective tenants, as a result of COVID-19 impact.

As we did in 2021 and to date in 2022, we expect to maintain a proactive capital
allocation process and selectively sell assets at appropriate cap rates, which
would be expected to generate cash sources for both our short-term and long-term
liquidity needs.

In general, we believe our available cash balances, the Amended Senior and
Amended Junior Credit Facilities, the Deutsche Bank Credit Facility (the "DB
Credit Facility") and the Fannie Facility (each as defined below), other
financing arrangements and cash flows from operations will be sufficient to fund
our liquidity requirements with respect to our existing portfolio for the next
12 months. We expect that properties added to our portfolio will have a positive
impact on our future results of operations. In general, we expect that our
results related to our portfolio will improve in future periods as a result of
anticipated future investments in and acquisitions of real estate. However,
there can be no assurance that the worldwide economic disruptions arising from
the COVID-19 pandemic will not cause conditions in the lending, capital and
other financial markets to deteriorate, nor that our future revenues or access
to capital and other sources of funding will not become constrained, which could
reduce the amount of liquidity and credit available for use in acquiring and
further diversifying our portfolio of multifamily assets. We cannot provide any
assurances that we will be able to add properties to our portfolio at the
anticipated pace, or at all.

We believe we will be able to meet our primary liquidity requirements going forward through:

?$244.9 million in cash available at June 30, 2022;

? $124.7 million of availability on our credit facilities as of June 30, 2022;

? cash generated from operating activities; and

proceeds from future borrowings and potential offerings, including potential

? offerings of common and preferred stock through underwritten offerings, as well

as issuances of units of limited partnership interest in our Operating

Partnership, or OP Units.

The following table summarizes our contractual obligations as of June 30, 2022
related to our mortgage notes secured by our properties and revolving credit
facilities. At June 30, 2022, our estimated future required payments on these
obligations were as follows (amounts in thousands):

                                                    Remainder of
                                       Total            2022         2023-2024     2025-2026     Thereafter
Mortgages Payable (Principal)       $ 1,396,841    $       11,760    $  330,021    $  493,062    $   561,998
Revolving Credit Facilities              49,407                 -        49,407             -              -
Estimated Interest Payments on
Mortgages Payable and Revolving
Credit Facilities                       229,778            27,321       100,109        60,283         42,065
Total                               $ 1,676,026    $       39,081    $  479,537    $  553,345    $   604,063


Estimated interest payments are based on the stated rates for mortgage notes
payable assuming the interest rate in effect for the most recent quarter remains
in effect through the respective maturity dates.

As of June 30, 2022, the aggregate amount of our contractual commitments to fund
future cash obligations in certain of our preferred equity, loan and joint
venture investments was $60.0 million; as of August 2, 2022, this amount was
$25.7 million.

At the current time, we do not anticipate the need to establish any material
contingency reserves related to the COVID-19 pandemic, but we continue to assess
along with our network of business partners the possible need for such
contingencies, whether at the corporate or property level.

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As equity capital market conditions permit, we may supplement our capital for
short-term liquidity needs with proceeds of potential offerings of common and
preferred stock through underwritten offerings, as well as issuance of OP Units.
Given the significant volatility in the trading price of our Class A common
stock and REIT equities generally associated with the COVID-19 pandemic and our
otherwise stable financial condition and liquidity position, we cannot provide
assurances that these offerings are a likely source of capital to meet
short-term liquidity needs.

Our primary long-term liquidity requirements relate to (a) costs for additional
multifamily apartment community and single-family residential home investments,
(b) repayment of long-term debt and our credit facilities, (c) capital
expenditures, and (d) cash redemption requirements related to our Series B
Preferred Stock, Series C Preferred Stock and Series T Preferred Stock.

We intend to finance our long-term liquidity requirements with net proceeds of
additional issuances of common and preferred stock, our credit facilities, as
well as future borrowings. Our success in meeting these requirements will
therefore depend upon our ability to access capital. Further, our ability to
access equity capital is dependent upon, among other things, general market
conditions for REITs and the capital markets generally, market perceptions about
us and our asset class, and current trading prices of our securities, all of
which may continue to be adversely impacted by the COVID-19 pandemic.

We may also meet our long-term liquidity needs through borrowings from a number
of sources, either at the corporate or project level. We believe the Amended
Senior and Amended Junior Credit Facilities, the DB Credit Facility, as well as
the Fannie Facility, will continue to enable us to deploy our capital more
efficiently and provide capital structure flexibility as we grow our asset base.
We expect the combination of these facilities to provide us flexibility by
allowing us, among other things, to use borrowings under our Amended Senior and
Amended Junior Credit Facilities and the DB Credit Facility to acquire
properties pending placement of permanent mortgage indebtedness, including under
the Fannie Facility. In addition to restrictive covenants, these credit
facilities contain material financial covenants. At June 30, 2022, we were in
compliance with all covenants under our credit facilities. We will continue to
monitor the debt markets, including Fannie Mae and Freddie Mac, and as market
conditions permit, access borrowings that are advantageous to us.

We intend to continue to use prudent amounts of leverage in making our
investments, which we define as having total indebtedness of approximately 65%
of the fair market value of the properties in which we have invested. For
purposes of calculating our leverage, we assume full consolidation of all of our
real estate investments, whether or not they would be consolidated under GAAP,
include assets we have classified as held for sale, and include any joint
venture level indebtedness in our total indebtedness. However, we are not
subject to any limitations on the amount of leverage we may use, and
accordingly, the amount of leverage we use may be significantly less or greater
than we currently anticipate. We expect our leverage to decline commensurately
as we execute our business plan to grow our net asset value.

If we are unable to obtain financing on favorable terms or at all, we would
likely need to curtail our investment activities, including acquisitions and
improvements to and developments of, real properties, which could limit our
growth prospects. This, in turn, could reduce cash available for distribution to
our stockholders and may hinder our ability to raise capital by issuing more
securities or borrowing more money. We also may be forced to dispose of assets
at inopportune times to maintain our REIT qualification and Investment Company
Act exemption.

We expect to maintain distributions paid to our Series B Preferred Stock, our
Series C Preferred Stock, our Series D Preferred Stock and our Series T
Preferred Stock in accordance with the terms of those securities which require
monthly or quarterly dividends depending on the series. While our policy is
generally to pay distributions from cash flow from operations, our distributions
through June 30, 2022 have been paid from cash flow from operations, proceeds
from our continuous preferred stock offerings, sales of assets, proceeds from
underwritten securities offerings, and may in the future be paid from additional
sources, such as from borrowings. Pursuant to the terms of the Merger Agreement,
we are not permitted to make, declare or pay regular quarterly cash dividends on
Company Common Stock for fiscal quarters after the fiscal quarter ended June 30,
2022.

We have notes receivable in conjunction with properties that are in various
stages of development, in lease-up and operating. To date, these investments
have generally been structured as mezzanine loans and mortgage loans to these
types of projects. The notes receivable provide a current stated return, and in
certain cases, an accrued return, and required repayment based on a fixed
maturity date, generally in relation to the property's construction loan or
mortgage loan maturity. If the property does not repay the notes receivable upon
maturity, our income, FFO, CFFO and cash flows could be reduced below the stated
returns currently being recognized if the property does not produce sufficient
cash flow to pay its operating expenses and debt service, or to refinance its
debt obligations.

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We also have preferred equity interests in properties that are in various stages
of development, in lease-up and operating, and our preferred equity investments
are structured to provide a current and/or accrued preferred return during all
phases. Each joint venture in which we own a preferred equity interest is
required to redeem our preferred equity interests, plus any accrued preferred
return, based on a fixed maturity date, generally in relation to the property's
construction loan or mortgage loan maturity. Upon redemption of our preferred
equity interests, our income, FFO, CFFO and cash flows could be reduced below
the preferred returns currently being recognized. Alternatively, if the joint
ventures do not redeem our preferred equity interest when required, our income,
FFO, CFFO and cash flows could be reduced if the property does not produce
sufficient cash flow to pay its operating expenses, debt service and preferred
return obligations. As we evaluate our capital position and capital allocation
strategy, we may consider alternative means of financing the loan and preferred
equity investment activities at the subsidiary level.

Off-Balance Sheet Arrangements

As of June 30, 2022, we have off-balance sheet arrangements that may have a
material effect on our financial condition, revenues or expenses, results of
operations, liquidity, capital resources or capital expenditures. As of June 30,
2022, we own interests in seventeen joint ventures that are accounted for as
held to maturity debt securities or loans.

Cash Flows from Operating Activities

As of June 30, 2022, we owned indirect equity interests in seventy-four real
estate investments, consisting of fifty-two consolidated operating investments
and twenty-two investments held through preferred equity, loan or ground lease
investments. During the six months ended June 30, 2022, net cash provided by
operating activities was $44.2 million after net income of $1.0 million was
adjusted for the following:

? non-cash items of $29.4 million;

? a decrease in notes and accrued interest receivable of $4.5 million;

? an increase in accounts payable and other accrued liabilities of $4.3 million;

? distributions and preferred returns from unconsolidated joint ventures of $4.2

million;

? a decrease in due from affiliates of $0.7 million; and

? a decrease in accounts receivable, prepaids and other assets of $0.1 million.

Cash Flows from Investing Activities

During the six months ended June 30, 2022, net cash used in investing activities was $1.0 million, primarily due to the following:

? $108.2 million used in acquiring consolidated real estate investments;

? $69.6 million used in funding investments in unconsolidated joint ventures and

notes receivable; and

? $14.4 million used on capital expenditures, offset by:

? $161.2 million of repayments on notes receivable and related promote interest;

and

? $30.0 million of proceeds from the sale and redemption of unconsolidated real

estate joint ventures.

Cash Flows from Financing Activities

During the six months ended June 30, 2022, net cash provided by financing activities was $36.0 million, primarily due to the following:

? net proceeds of $49.4 million from borrowings on revolving credit facilities;

? net borrowings of $37.3 million on mortgages payable;

? net proceeds of $8.7 million from the exercise of Company Warrants; and

? contributions from noncontrolling interests of $4.5 million;

? partially offset by $37.2 million paid in cash distributions to preferred

stockholders;

? $9.2 million paid in cash distributions to common stockholders;

? $6.5 million of repayments of our mortgages payable;

? $5.4 million in distributions paid to our noncontrolling interests;

? $3.5 million increase in deferred financing costs;

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? $0.9 million paid for redemptions of Series B Redeemable Preferred Stock; and

? $0.9 million paid for redemptions of Series T Redeemable Preferred Stock.

Capital Expenditures

The following table summarizes our total capital expenditures for the six months ended June 30, 2022 and 2021 (amounts in thousands):

                                             Six Months Ended
                                                June 30,
                                             2022        2021
Redevelopment/renovations                  $  6,808    $  7,258
Routine capital expenditures                  3,728       1,901

Normally recurring capital expenditures 1,840 1,566 Total capital expenditures

$ 12,376    $ 10,725


Redevelopment and renovation costs are non-recurring capital expenditures for
significant projects that are revenue enhancing through unit or common area
upgrades, such as clubhouse renovations and kitchen remodels. Routine capital
expenditures are necessary non-revenue generating improvements that extend the
useful life of the property and that are less frequent in nature, such as roof
repairs and asphalt resurfacing. Normally recurring capital expenditures are
necessary non-revenue generating improvements that occur on a regular ongoing
basis, such as carpet and appliances.

Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unit Holders

We believe that funds from operations ("FFO"), as defined by the National
Association of Real Estate Investment Trusts ("NAREIT"), and core funds from
operations ("CFFO") are important non-GAAP supplemental measures of operating
performance for a REIT.

FFO attributable to common stockholders and unit holders is a non-GAAP financial
measure that is widely recognized as a measure of REIT operating performance. We
consider FFO to be an appropriate supplemental measure of our operating
performance as it is based on a net income analysis of property portfolio
performance that excludes non-cash items such as depreciation. The historical
accounting convention used for real estate assets requires straight-line
depreciation of buildings and improvements, which implies that the value of real
estate assets diminishes predictably over time. Since real estate values
historically rise and fall with market conditions, presentations of operating
results for a REIT, using historical accounting for depreciation, could be less
informative. We define FFO, consistent with the NAREIT definition, as net income
(loss), computed in accordance with GAAP, excluding gains or losses on sales of
depreciable real estate investments, plus depreciation and amortization of real
estate assets, plus impairment write-downs of certain real estate assets and
investments in entities where the impairment is directly attributable to
decreases in the value of depreciable real estate held by the entity, and after
adjustments for unconsolidated partnerships and joint ventures. Adjustments for
notes receivable, unconsolidated partnerships and joint ventures will be
calculated to reflect FFO on the same basis.

CFFO makes certain adjustments to FFO, removing the effect of items that do not
reflect ongoing property operations such as acquisition expenses, non-cash
interest, unrealized gains or losses on derivatives, provision for credit
losses, losses on extinguishment of debt and debt modification costs (includes
prepayment penalties incurred and the write-off of unamortized deferred
financing costs and fair market value adjustments of assumed debt), deferred
interest income from investments, one-time weather-related costs, transaction
costs, stock compensation expense and preferred stock accretion. Additionally,
CFFO removes noncash, nonrecurring other income of $1.3 million from both the
three and six months ended June 30, 2022 which represents our minimum interest
credit upon the conversion of our loans to Peak Housing into common equity. This
amount is reflected in net (loss) income attributable to noncontrolling
interests partially owned properties in our consolidated statements of
operations and does not reflect ongoing property operations. Commencing in 2020,
we do not deduct the accrued portion of income on our loan and preferred equity
investments from FFO to determine CFFO as the income is deemed fully
collectible. The accrued portion of the income totaled $3.7 million and $1.6
million, and $6.2 million and $2.8 million for the three and six months ended
June 30, 2022 and 2021, respectively. We believe that CFFO is helpful to
investors as a supplemental performance measure because it excludes the effects
of certain items which can create significant earnings volatility, but which do
not directly relate to our core recurring property operations. As a result, we
believe that CFFO can help facilitate comparisons of operating performance
between periods and provides a more meaningful predictor of future earnings

potential.

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Our calculation of CFFO differs from the methodology used for calculating CFFO
by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO
reported by other REITs. Our management utilizes FFO and CFFO as measures of our
operating performance after adjustment for certain non-cash items, such as
depreciation and amortization expenses, and acquisition and pursuit costs that
are required by GAAP to be expensed but may not necessarily be indicative of
current operating performance and that may not accurately compare our operating
performance between periods. Furthermore, although FFO and CFFO and other
supplemental performance measures are defined in various ways throughout the
REIT industry, we also believe that FFO and CFFO may provide us and our
stockholders with an additional useful measure to compare our financial
performance to certain other REITs.

Neither FFO nor CFFO is equivalent to net income (loss), including net income
(loss) attributable to common stockholders, or cash generated from operating
activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not
represent amounts available for management's discretionary use because of needed
capital replacement or expansion, debt service obligations or other commitments
or uncertainties. Neither FFO nor CFFO should be considered as an alternative to
net income, including net income (loss) attributable to common stockholders, as
an indicator of our operating performance or as an alternative to cash flow from
operating activities as a measure of our liquidity.

We have acquired nineteen operating investments, made sixteen investments
through preferred equity or loans, sold two operating investments and received
payoffs of our loan or preferred equity in fifteen investments subsequent to
June 30, 2021. We paid a quarterly common stock dividend of $0.1625 per share
and unit, or a 203% payout on a CFFO basis, during the three months ended June
30, 2022. The results presented in the table below are not directly comparable
and should not be considered an indication of our future operating performance.

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The table below presents our calculation of FFO and CFFO for the three and six months ended June 30, 2022 and 2021 ($ in thousands):

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

Net (loss) income attributable to common stockholders $ (17,274)

$ (5,429) $ (32,670) $ 18,152 Add back: Net (loss) income attributable to Operating Partnership Units

                                                  (6,108)         (1,978)        (11,924)           8,182
Net (loss) income attributable to common stockholders and
unit holders                                                      (23,382)         (7,407)        (44,594)          26,334
Common stockholders and Operating Partnership Units
pro-rata share of:
Real estate depreciation and amortization                           19,945          19,036          40,368          38,440
Gain on sale of real estate investments                                  -        (18,630)               -        (81,058)
Gain on sale of unconsolidated joint venture                       (2,802)               -         (6,694)               -
FFO Attributable to Common Stockholders and Unit Holders           (6,239)         (7,001)        (10,920)        (16,284)
Common stockholders and Operating Partnership Units
pro-rata share of:
Acquisition and pursuit costs                                           71               3             116              15
Non-cash interest expense                                              744             549           1,148           1,154
Unrealized (gain) loss on derivatives                                (833)              20         (1,959)            (11)
Provision for credit losses                                          (134)              26           (930)             567
Loss on extinguishment of debt and debt modification costs               -             609               -           3,173
Deferred interest income from mezzanine loan investment                  -             997         (2,996)             997
Weather-related losses, net                                              -               -               -             360
Non-real estate depreciation and amortization                          122             122             244             244
Transaction costs                                                    2,158               -           9,703               -
Other (income) expense, net                                        (1,523)            (49)         (2,509)              48
Non-cash equity compensation                                         3,312           3,479           7,196           6,789
Preferred stock accretion                                            5,639           7,290          10,845          14,312
CFFO Attributable to Common Stockholders and Unit Holders     $      3,317

$ 6,045 $ 9,938 $ 11,364

Per Share and Unit Information: FFO Attributable to Common Stockholders and Unit Holders - diluted

$     (0.15)

$ (0.18) $ (0.27) $ (0.45) CFFO Attributable to Common Stockholders and Unit Holders - diluted

$       0.08

$ 0.16 $ 0.24 $ 0.32

Weighted average common shares and units outstanding -
diluted                                                         41,459,819 

38,443,171 40,870,457 35,833,631

Operating cash flow, FFO and CFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and CFFO.

Presentation of this information is intended to assist the reader in comparing
the sustainability of the operating performance of different REITs, although it
should be noted that not all REITs calculate FFO or CFFO the same way, so
comparisons with other REITs may not be meaningful. FFO or CFFO should not be
considered as an alternative to net income (loss) attributable to common
stockholders or as an indication of our liquidity, nor is either indicative of
funds available to fund our cash needs, including our ability to make
distributions. Both FFO and CFFO should be reviewed in connection with other
GAAP measurements.

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Distributions

                            Payable to stockholders                         Date
    Declaration Date            of record as of          Amount       Paid or Payable
  Class A Common Stock
   December 10, 2021           December 23, 2021       $ 0.162500     January 5, 2022
     March 14, 2022             March 25, 2022         $ 0.162500      April 5, 2022
     June 10, 2022               June 24, 2022         $ 0.162500       July 5, 2022
  Class C Common Stock
   December 10, 2021           December 23, 2021       $ 0.162500     January 5, 2022
     March 14, 2022             March 25, 2022         $ 0.162500      April 5, 2022
     June 10, 2022               June 24, 2022         $ 0.162500       July 5, 2022
Series B Preferred Stock
    October 11, 2021           December 23, 2021       $   5.00       January 5, 2022
    January 14, 2022           January 25, 2022        $   5.00       February 4, 2022
    January 14, 2022           February 25, 2022       $   5.00        March 4, 2022
    January 14, 2022            March 25, 2022         $   5.00        April 5, 2022
     April 11, 2022             April 25, 2022         $   5.00         May 5, 2022
      May 13, 2022               May 25, 2022          $   5.00         June 3, 2022
     June 10, 2022               June 24, 2022         $   5.00         July 5, 2022
Series C Preferred Stock
   December 10, 2021           December 23, 2021       $ 0.4765625    January 5, 2022
     March 14, 2022             March 25, 2022         $ 0.4765625     April 5, 2022
     June 10, 2022               June 24, 2022         $ 0.4765625      July 5, 2022
Series D Preferred Stock
   December 10, 2021           December 23, 2021       $ 0.4453125    January 5, 2022
     March 14, 2022             March 25, 2022         $ 0.4453125     April 5, 2022
     June 10, 2022               June 24, 2022         $ 0.4453125      July 5, 2022
Series T Preferred Stock
    October 11, 2021           December 23, 2021       $ 0.128125     January 5, 2022
    January 14, 2022           January 25, 2022        $ 0.128125     February 4, 2022
    January 14, 2022           February 25, 2022       $ 0.128125      March 4, 2022
    January 14, 2022            March 25, 2022         $ 0.128125      April 5, 2022
     April 11, 2022             April 25, 2022         $ 0.128125       May 5, 2022
      May 13, 2022               May 25, 2022          $ 0.128125       June 3, 2022
     June 10, 2022               June 24, 2022         $ 0.128125       July 5, 2022


A portion of each dividend may constitute a return of capital for tax purposes.
There is no assurance that we will continue to declare dividends or at this
rate. Holders of OP Units and LTIP Units are entitled to receive "distribution
equivalents" at the same time as dividends are paid to holders of our Class A
common stock.

We had a dividend reinvestment plan that allowed for participating stockholders
to have their Class A common stock dividend distributions automatically
reinvested in additional Class A common shares based on the average price of the
Class A common shares on the investment date. We also had a dividend
reinvestment plan that allowed for participating stockholders to have their
Series T Preferred Stock dividend distributions automatically reinvested in
additional shares of Series T Preferred Stock at a price of $25.00 per share. In
December 2021, our Board approved the suspension of the dividend reinvestment
plans until further notice.

Our Board will determine the amount of dividends to be paid to our stockholders,
subject to operating restrictions included in the Merger Agreement. The
determination of our Board will be based on several factors, including funds
available from operations, our capital expenditure requirements and the annual
distribution requirements necessary to maintain our REIT status under the
Internal Revenue Code. As a result, our distribution rate and payment frequency
may vary from time to time. However, to qualify as a REIT for tax purposes, we
must make distributions equal to at least 90% of our "REIT taxable income" each
year. While our policy is generally to pay distributions from cash flow from
operations, we may declare distributions in excess of funds from operations.

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Distributions paid were funded from cash provided by operating activities except
with respect to $7.7 million and $2.1 million for the six months ended June 30,
2022 and 2021, respectively, which were funded from sales of real estate or
unconsolidated joint ventures, borrowings and/or proceeds from our equity
offerings.

                                                                  Six Months Ended
                                                                     June 30,
                                                                 2022          2021

                                                                   (in thousands)

Cash provided by operating activities                         $   44,175

$ 40,019

Cash distributions to preferred stockholders                  $ (37,248)    $ (29,838)
Cash distributions to common stockholders                        (9,190)   

(7,599)

Cash distributions to noncontrolling interests, excluding
$9.8 million from the sale of real estate investments in
2021                                                             (5,396)       (4,719)
Total distributions                                             (51,834)      (42,156)

Shortfall                                                     $  (7,659)    $  (2,137)
Proceeds from sale of real estate investments, net of
noncontrolling distributions of $9.8 million in 2021          $        -    $   95,128
Proceeds from sale and redemption of our preferred equity
investment in unconsolidated real estate joint ventures       $   30,123    $   31,412

Significant Accounting Policies and Critical Accounting Estimates

Our significant accounting policies and critical accounting estimates are
disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021
as filed with the SEC on March 11, 2022, and Note 2, "Basis of Presentation and
Summary of Significant Accounting Policies," of our interim Consolidated
Financial Statements.

Subsequent Events

Other than the items disclosed in Note 16 "Subsequent Events" to our interim
Consolidated Financial Statements for the period ended June 30, 2022, no
material events have occurred that required recognition or disclosure in these
financial statements. Refer to Note 16 of our interim Consolidated Financial
Statements for discussion.

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