The following discussion should be read in conjunction with our consolidated
financial statements and related notes in Part II, Item 8 of this Report. Our
results of operations for the year ended December 31, 2022 were affected by the
acquisitions and disposition, refinancing activity, development activity as
discussed below.

Management's Overview



We are an externally advised and managed real estate investment company that
owns a diverse portfolio of income-producing properties and land held for
development throughout the Southern United States. Our portfolio of
income-producing properties generally includes multifamily residential
properties, office buildings and other commercial properties. Our investment
strategy includes acquiring existing income-producing properties as well as
developing new properties on land already owned or acquired for a specific
development project.

Our operations are managed by Pillar in accordance with an Advisory Agreement.
Pillar's duties include, but are not limited to, locating, evaluating and
recommending real estate and real estate-related investment opportunities.
Pillar also arranges our debt and equity financing with third party lenders and
investors. We rely upon on the employees of Pillar render services to us in
accordance with the terms of the Advisory Agreement. Pillar is considered to be
a related party due to its common ownership with ARL, who is our controlling
stockholder.


                                       17

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The following is a summary of our recent acquisition, disposition, financing and development activities:

Acquisitions and Dispositions



•On March 30, 2021, we sold a 50% ownership interest in Overlook at Allensville
Phase II, a 144 unit multifamily property in Sevierville, Tennessee to
Macquarie, for $2.6 million resulting in a gain on sale of $1.4 million.
Concurrent with the sale, we each contributed our 50% ownership interests in
Overlook at Allensville Phase II into VAA.

•On August 26, 2021, we sold 600 Las Colinas, a 512,173 square foot office
building in Irving, Texas for $74.8 million, resulting in a gain on sale of
$27.3 million. We used the proceeds to pay off the mortgage note payable on the
property (See "Financing Activities") and for general corporate purposes.

•During the year ended December 31, 2021, we sold a total of 134.7 acres of land
from our holdings in Windmill Farms for $20.2 million in aggregate, resulting in
gains on sale of $10.3 million. In addition, we sold 14.1 acres of land from our
holdings in Mercer Crossing for $9.0 million, resulting in a gain on sale of
$6.4 million.

•On January 14, 2022, we sold Toulon, a 240 unit multifamily property in Gautier, Mississippi for $26.8 million, resulting in a gain on sale of $9.4 million. We used the proceeds to pay off the $14.7 million mortgage note payable on the property and for general corporate purposes.

•On May 17, 2022, we sold Fruitland Park, a 6,722 square foot commercial building in Fruitland Park, Florida for $0.8 million, resulting in a gain on sale of $0.7 million. We used the proceeds for general corporate purposes.



•On September 16, 2022, we sold Sugar Mill Phase III, a 72 unit multifamily
property in Baton Rouge, Louisiana for $11.8 million in connection with a sale
of properties by VAA (See "Other Developments"), resulting in a gain on sale of
$1.9 million. We used the proceeds to pay off the $9.6 million mortgage note
payable on the property and for general corporate purposes.

•On November 1, 2022, we acquired seven multifamily properties from VAA (See "Other Developments") with a fair value of $219.5 million.



•During the year ended December 31, 2022, we sold a total of 26.9 acres of land
from our holdings in Windmill Farms for $5.1 million in aggregate, resulting in
gains on sale of $4.2 million. In addition, we sold 0.9 acres of land from our
holdings in Mercer Crossing for $0.7 million, resulting in a gain on sale of
$0.2 million.

Financing Activities

•On March 2, 2021, we extended our $1.2 million loan on Athens to August 28, 2022.

•On March 4, 2021, we extended the maturity of our $6.4 million loan on Windmill Farms until February 28, 2023 at a reduced interest rate of 5%.

•On August 25, 2021, we replaced the existing loan on Villas at Bon Secour with a new $20.0 million loan that bears interest at 3.08% and matures on September 1, 2031.

•On August 26, 2021, we paid off the $35.9 million loan on 600 Las Colinas in connection with the sale of the underlying property (See "Acquisitions and Dispositions").

•On January 14, 2022, we paid off the $14.7 million loan on Toulon in connection with the sale of the underlying property (See "Acquisitions and Dispositions").

•On March 3, 2022, the loan on Stanford Center was extended to February 26, 2023.

•On September 1, 2022, we extended our $1.2 million loan on Athens to August 28, 2023.



•On September 16, 2022, the $9.6 million loan on Sugar Mill Phase III was paid
off in connection with the sale of the underlying property (See "Acquisitions
and Dispositions").

•On October 21, 2022, we paid off the $38.5 million loan on Stanford Center from the cash generated from sale of the VAA Sale Portfolio.



•On November 1, 2022, we assumed the $70.3 million mortgage notes payable on the
VAA Holdback Portfolio in connection with the distribution of the underlying
properties from VAA (See "Other Developments").

•On January 31, 2023, we paid off our $66.5 million Series C bonds.


                                       18
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Development Activities



During 2022, we spent $6.0 million on our ongoing development of Windmill Farms.
Our expenditure includes $1.2 million on the development of land lots for sale
to single family home developers and $4.8 million on reimbursable infrastructure
investments.

We have investment in nine notes receivable that were issued to fund the
development of multifamily properties. Each of these notes are convertible, at
our option, into a 100% ownership interest in the underlying property. As of
December 31, 2022, one of the projects was in construction, one was in lease-up
and seven were stabilized. In 2022, we advanced $2.1 million on these
development notes.

Other Developments:

During 2021, we recorded a loss of $29.6 million on the remeasurements of certain assets ("Earn Out Obligation") that were sold in connection with our initial investment in VAA.

On June 17, 2022, we entered into an agreement to sell 45 properties ("VAA Sale Portfolio") held by VAA and one property held by our SPC subsidiary.



On September 15, 2022, we entered a Distribution and Holdback Property Agreement
("Distribution Agreement") with Macquarie, which provides the timing and
ordering of the distribution of the net proceeds from the sale of the VAA Sale
Portfolio, the repayment of the Mezzanine Loans, and the distribution of the
remaining seven properties of VAA ("VAA Holdback Portfolio").

On September 16, 2022, VAA completed the sale of the VAA Sale Portfolio for $1.8
billion, resulting in gain on sale of $738.4 million to the joint venture. In
connection with sale, we received an initial distribution of $182.8 million from
VAA, which included the payment of the remaining balance of our Earn Out
Obligation to Macquarie.

On November 1, 2022, in connection with the sale of the VAA Sale Portfolio, we
received an additional distribution from VAA, which included a cash payment of
$204.0 million and the full operational control of the VAA Holdback Portfolio,
which resulted a $73.2 million gain on the remeasurement of assets. We are in
the process of negotiating the assumption of the mortgage notes payable on the
VAA Holdback Portfolio.

Our ownership interest in VAA is held by SPC, and and therefore our share of the
proceeds from the sale of the VAA Sale Portfolio is subject to the debt
covenants on the bonds issued by SPC.These provisions include restrictions on
the distribution of cash from SPC.


                                       19
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Critical Accounting Policies



The preparation of our consolidated financial statements in conformity with
United States generally accepted accounting principles ("GAAP") requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Some of these estimates and assumptions include judgments on revenue
recognition, estimates for common area maintenance and real estate tax accruals,
provisions for uncollectible accounts, impairment of long-lived assets, the
allocation of purchase price between tangible and intangible assets,
capitalization of costs and fair value measurements. Our significant accounting
policies are described in more detail in Note 2-Summary of Significant
Accounting Policies in our notes to the consolidated financial statements.
However, the following policies are deemed to be critical.

Fair Value of Financial Instruments



We apply the guidance in ASC Topic 820, "Fair Value Measurements and
Disclosures," to the valuation of real estate assets. These provisions define
fair value as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between willing market
participants at the measurement date that is other than a forced or liquidation
sale, establish a hierarchy that prioritizes the information used in developing
fair value estimates and require disclosure of fair value measurements by level
within the fair value hierarchy. The hierarchy gives the highest priority to
quoted prices in active markets (Level 1 measurements) and the lowest priority
to unobservable data (Level 3 measurements), such as the reporting entity's own
data.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date and includes three levels defined as follows:

Level 1-Unadjusted quoted prices for identical and unrestricted assets or liabilities in active markets.

Level 2-Quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3-Unobservable inputs that are significant to the fair value measurement.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Related Parties



We apply ASC Topic 805, "Business Combinations", to evaluate business
relationships. Related parties are persons or entities who have one or more of
the following characteristics, which include entities for which investments in
their equity securities would be required, trust for the benefit of persons
including principal owners of the entities and members of their immediate
families, management personnel of the entity and members of their immediate
families and other parties with which the entity may deal if one party controls
or can significantly influence the decision making of the other to an extent
that one of the transacting parties might be prevented from fully pursuing our
own separate interests, or affiliates of the entity.

Environmental Matters



Under various federal, state and local environmental laws, ordinances and
regulations, we may be potentially liable for removal or remediation costs, as
well as certain other potential costs, relating to hazardous or toxic substances
(including governmental fines and injuries to persons and property) where
property-level managers have arranged for the removal, disposal or treatment of
hazardous or toxic substances. In addition, certain environmental laws impose
liability for release of asbestos-containing materials into the air, and third
parties may seek recovery for personal injury associated with such materials.

We are not aware of any environmental liability relating to the above matters
that would have a material adverse effect on our business, assets or results of
operations.


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Inflation



The effects of inflation on our operations are not quantifiable. Revenues from
property operations tend to fluctuate proportionately with inflationary
increases and decreases in housing costs. Fluctuations in the rate of inflation
also affect sales values of properties and the ultimate gain to be realized from
property sales. To the extent that inflation affects interest rates, our
earnings from short-term investments, the cost of new financings and the cost of
variable interest rate debt will be affected.

Results of Operations



Many of the variations in the results of operations, discussed below, occurred
because of the transactions affecting our properties described above, including
those related to the Redevelopment Property, the Acquisition Properties and the
Disposition Properties (each as defined below).

For purposes of the discussion below, we define "Same Properties" as all of our
properties with the exception of those properties that have been recently
constructed or leased-up ("Redevelopment Property"), properties that have
recently been acquired ("Acquisition Properties") and properties that have been
disposed ("Disposition Properties"). A developed property is considered
leased-up, when it achieves occupancy of 80% or more. We move a property in and
out of Same Properties based on whether the property is substantially leased-up
and in operation for the entirety of both periods of the comparison.

For the comparison of the year ended December 31, 2022 to the year ended
December 31, 2021, the Redevelopment Property is Landing Bayou. The Acquisition
Properties are Blue Lake Villas, Blue Lake Villas Phase II, Northside on Travis,
Parc at Denham Springs, Residences at Holland Lake, Villas of Park West I and
Villas of Park West II. The Disposition Properties are 600 Las Colinas,
Fruitland Park, Overlook at Allensville Phase II, Sugar Mill Phase III and
Toulon.

The following table provides a summary of the results of operations of 2022 and
2021:

                                                        For the Years Ended December 31,
                                                             2022                2021              Variance
Multifamily Segment
  Revenue                                               $    17,828          $  14,495          $     3,333
  Operating expenses                                         (9,524)            (8,167)              (1,357)
                                                              8,304              6,328                1,976
Commercial Segment
  Revenue                                                    16,252             23,313               (7,061)
  Operating expenses                                         (8,815)           (12,693)               3,878
                                                              7,437             10,620               (3,183)
Segment operating income                                     15,741             16,948               (1,207)

Other non-segment items of income (expense)


  Depreciation and amortization                              (9,686)           (11,870)               2,184
  General, administrative and advisory                      (17,917)           (24,207)               6,290
  Interest, net                                               6,932             (5,028)              11,960
  Loss on early extinguishment of debt                       (2,805)            (1,451)              (1,354)
 Gain (loss) on foreign currency transactions                20,067             (6,175)              26,242
  Gain on sale, remeasurement or write down of
assets                                                       89,196             23,352               65,844
  Income from joint venture                                 468,086             14,531              453,555
  Other (expense) income                                   (100,610)             3,977             (104,587)
Net income                                              $   469,004          $  10,077          $   458,927



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Comparison of the year ended December 31, 2022 to the year ended December 31, 2021:

Our $458.9 million increase in net income in 2022 is primarily attributed to the following:



•The $2.0 million increase in profit the multifamily is due to increases of $2.5
million from the Acquisition Properties and $0.4 million from the Same
Properties offset in part be a decrease of $0.6 million from the Disposition
Properties and $0.3 million from the Redevelopment Property.

•The $3.2 million decrease in profit from the commercial properties is due to a
decrease of $2.6 million from the Disposition Properties and $0.6 million from
the Same Properties.

•The decrease in general, administrative and advisory expenses is primarily due to the decrease in legal costs from the arbitration settlement in 2021(See "Other Developments" in Management's Overview) and a decrease in other administrative and advisory costs.



•The change in interest, net is due a $7.2 million increase in interest income
and $4.8 million decrease in interest expense. The increase in interest income
is due to an increase in interest from our convertible loans, an increase in
interest rates and an increase in short term investments in 2022. The increase
in short-term investments is due the $388.0 million in cash distributions
received from VAA in 2022 (See "Other Developments" in Management's Overview).
The decrease in interest expense is primarily due to the pay down of our bonds
payable and the repayment of mortgage notes payable on properties sold in 2021
and 2022 (See "Acquisitions and Dispositions" in Management's Overview).

•The increase in gain on foreign currency transactions is due to a favorable change in the U.S. Dollar and the New Israeli Shekel conversion rate.



•Gain on sale, remeasurement or write down of assets increased $65.8 million
from $23.4 million in 2021 to $89.2 million in 2022. The increase is due to the
$73.2 million gain on remeasurement of the VAA Holdback Portfolio in 2022 and
other transactions described in "Other Developments" and "Acquisitions and
Dispositions" in Management's Overview.

•The increase in income from joint venture is primarily due our share of the
gain on the sale of the VAA Sale Portfolio in 2022 (See "Other Developments" in
Management's Overview).

•The change in other (expense) income is primarily due to the $104.2 million
increase in tax expense as a result of the sale of the VAA Sale Portfolio in
2022.

Comparison of the year ended December 31, 2021 to the year ended December 31, 2020:

See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 29, 2022 for a discussion of our results of operations for the year ended December 31, 2021.

Liquidity and Capital Resources



Our principal sources of cash have been, and will continue to be, property
operations; proceeds from land and income-producing property sales; collection
of mortgage notes receivable; collections of receivables from related companies;
refinancing of existing mortgage notes payable; and additional borrowings,
including mortgage notes and bonds payable, and lines of credit.

Our principal liquidity needs are to fund normal recurring expenses; meet debt
service and principal repayment obligations including balloon payments on
maturing debt; fund capital expenditures, including tenant improvements and
leasing costs; fund development costs not covered under construction loans; and
fund possible property acquisitions.

We anticipates that our cash, cash equivalents and short-term investments as of
December 31, 2022, along with cash that will be generated in 2023 from notes and
interest receivables, will be sufficient to meet all of our cash requirements.
We intends to selectively sell land and income-producing assets, refinance or
extend real estate debt and seek additional borrowings secured by real estate to
meet our liquidity requirements. Although history cannot predict the future,
historically, we have been successful at refinancing and extending a portion of
our current maturity obligations.


                                       22
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Cash Flow Summary



The following summary discussion of our cash flows is based on the consolidated
statements of cash flows in Part II, Item 8. "Consolidated Financial Statements
and Supplementary Data" and is not meant to be an all-inclusive discussion of
the changes in our cash flows for the periods presented below (dollars in
thousands):

                                                Year Ended December 31,
                                                 2022              2021         Variance

Net cash used in operating activities $ (45,394) $ (10,986)

    $ (34,408)
Net cash provided by investing activities   $     307,357      $  100,325      $ 207,032
Net cash used in financing activities       $    (112,377)     $ (103,585)

$ (8,792)




The increase in cash used in operating activities is primarily due to payments
of taxes related to our share of the gain on the sale of VAA Sale Portfolio in
2022.

The increase in cash provided by investing activities is primarily due the
$376.9 million increase in distribution from joint venture and the $175.3
million redemption of short term investments in 2022 offset in part by the
$261.6 million purchase of short term investments in 2022, the $61.0 million
decrease in proceeds from the sale of real estate and the $14.6 million decrease
in collection of notes receivable. The increase in distribution from joint
venture is due to the sale of the VAA Sale Portfolio in 2022 (See "Other
Developments" in Management's Overview).

The increase in cash used in financing activities is primarily due to the $20.0
million proceeds from mortgages, notes and bonds payable in 2021 offset in part
by a $7.9 million decrease in payments of mortgages, notes and bonds payable.


                                       23
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Funds From Operations ("FFO")



We use FFO in addition to net income to report our operating and financial
results and considers FFO and FFO-diluted as supplemental measures for the real
estate industry and a supplement to GAAP measures. The National Association of
Real Estate Investment Trusts ("Nareit") defines FFO as net income (loss)
(computed in accordance with GAAP), excluding gains (or losses) from sales of
properties, plus real estate related depreciation and amortization, impairment
write-downs of real estate and write-downs of investments in an affiliate where
the write-downs have been driven by a decrease in the value of real estate held
by the affiliate and after adjustments for unconsolidated joint ventures.
Adjustments for unconsolidated joint ventures are calculated to reflect FFO on
the same basis. We also presents FFO excluding the impact of the effects of
foreign currency translation.

FFO and FFO on a diluted basis are useful to investors in comparing operating
and financial results between periods. This is especially true since FFO
excludes real estate depreciation and amortization, as we believe real estate
values fluctuate based on market conditions rather than depreciating in value
ratably on a straight-line basis over time. We believe that such a presentation
also provides investors with a meaningful measure of our operating results in
comparison to the operating results of other real estate companies. In addition,
we believe that FFO excluding gain (loss) from foreign currency transactions
provide useful supplemental information regarding our performance as they show a
more meaningful and consistent comparison of our operating performance and
allows investors to more easily compare our results.

We believe that FFO does not represent cash flow from operations as defined by
GAAP, should not be considered as an alternative to net income as defined by
GAAP, and is not indicative of cash available to fund all cash flow needs. We
also caution that FFO, as presented, may not be comparable to similarly titled
measures reported by other real estate companies.

We compensate for the limitations of FFO by providing investors with financial
statements prepared according to GAAP, along with this detailed discussion of
FFO and a reconciliation of net income to FFO and FFO-diluted. We believe that
to further understand our performance, FFO should be compared with our reported
net income and considered in addition to cash flows in accordance with GAAP, as
presented in our consolidated financial statements.

The following reconciles our net income attributable to FFO and FFO-basic and
diluted, excluding the loss from foreign currency transactions and the loss on
extinguishment of debt for the years ended December 31, 2022, 2021 and 2020
(dollars and shares in thousands):

                                                                         For the Year Ended
                                                                            December 31,
                                                              2022              2021              2020
Net income attributable to the Company                    $ 468,262          $  9,398          $  6,669
Depreciation and amortization on consolidated assets          9,686            11,870            14,755

Gain on sale, remeasurement or write down of assets (89,196)

   (23,352)          (32,107)
Gain on sale of land                                          4,752            16,645            23,383

Gain on sale of assets from unconsolidated joint venture at our pro rata share

                                      (367,772)                -                 -

Depreciation and amortization on unconsolidated joint venture at our pro rata share

                                 8,229            11,604            11,295
FFO-Basic and Diluted                                        33,961            26,165            23,995
Loss on early extinguishment of debt                          2,805             1,451                 -

Loss on early extinguishment of debt from unconsolidated joint venture at our pro rata share

                          15,254                 -                 -
(Gain) loss on foreign currency transactions                (20,067)            6,175            13,378
FFO-adjusted                                              $  31,953

$ 33,791 $ 37,373

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