What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-11-14 compared with 2024-08-08 · 331 added, 229 removed, 673 unchanged (45% of the section changed)

3 unchanged sentences

(In thousands, except share and per share amounts)

September 30,

Net Real Estate Investments

10 unchanged sentences

Accounts receivable, prepaids and other assets, net

Preferred equity investments in unconsolidated real estate joint ventures, net

Preferred equity investments, net

In-place lease intangible assets, net

10 unchanged sentences

6.0 % Series A Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 30,000,000 shares authorized;

2,196,795 and 436,675 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

3,889,446 and 436,675 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Stockholders’ Equity

Preferred stock, $ 0.01 par value, 220,000,000 shares authorized;

no shares issued and outstanding at June 30, 2024 and December 31, 2023

no shares issued and outstanding at September 30, 2024 and December 31, 2023

Common stock - Class A, $ 0.01 par value, 562,500,000 shares authorized;

3,946,348 and 3,871,265 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

3,953,919 and 3,871,265 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

Common stock - Class C, $ 0.01 par value, 187,500,000 shares authorized;

8,489 shares issued and outstanding at June 30, 2024 and December 31, 2023

8,489 shares issued and outstanding at September 30, 2024 and December 31, 2023

Additional paid-in-capital

11 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Rental and other property revenues

9 unchanged sentences

Total expenses

Other (expense) income

Other (expense) income, net

Preferred returns on unconsolidated real estate joint ventures

Other income (expense)

Other income (expense), net

Income from preferred equity investments

Provision for credit losses, net

(Impairment) and gain on sale of real estate investments, net

Gain on sale and impairment of real estate investments, net

Loss on extinguishment of debt costs

Interest expense, net

Interest income

Total other (expense) income

Total other income

Net income (loss)

Preferred stock dividends

Preferred stock accretion

Net loss attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests

Operating partnership units

Partially owned properties

Net loss attributable to noncontrolling interests

Net loss attributable to common stockholders

Net loss per common share – Basic

Net loss per common share – Diluted

Net income (loss) attributable to noncontrolling interests

Net income (loss) attributable to common stockholders

Net income (loss) per common share – Basic

Net income (loss) per common share – Diluted

Weighted average basic common shares outstanding

2 unchanged sentences

BLUEROCK HOMES TRUST, INC.

FOR THE THREE MONTHS ENDED JUNE 30, 2024

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

3 unchanged sentences

Noncontrolling

Balance, April 1, 2024

Balance, July 1, 2024

Issuance of restricted Class A common stock and long-term incentive plan (“LTIP”) Units for equity incentive plan compensation, net of shares withheld for employee taxes

1 unchanged sentence

Series A Preferred Stock distributions declared

Series A Preferred Stock accretion

Distributions to partially owned properties’ noncontrolling interests

Acquisition of noncontrolling interests

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Contributions from noncontrolling interests

Adjustment for noncontrolling interest ownership in the Operating Partnership

Balance, June 30, 2024

Balance, September 30, 2024

See Notes to Consolidated Financial Statements

BLUEROCK HOMES TRUST, INC.

FOR THE THREE MONTHS ENDED JUNE 30, 2023

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

3 unchanged sentences

Noncontrolling

Balance, April 1, 2023

Balance, July 1, 2023

Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation

Issuance of C-LTIP Units to Manager

Series A Preferred Stock distributions declared

Distributions to partially owned properties’ noncontrolling interests

Conversion of Operating Partnership Units to Class A common stock

Adjustment for noncontrolling interest ownership in the Operating Partnership

Balance, June 30, 2023

Balance, September 30, 2023

See Notes to Consolidated Financial Statements

BLUEROCK HOMES TRUST, INC.

FOR THE SIX MONTHS ENDED JUNE 30, 2024

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

9 unchanged sentences

Distributions to partially owned properties’ noncontrolling interests

Contributions from noncontrolling interests

Acquisition of noncontrolling interests

Holder redemption of Series A Preferred Stock and conversion into Class A common stock

Contributions from noncontrolling interests

Adjustment for noncontrolling interest ownership in the Operating Partnership

Balance, June 30, 2024

Net income (loss)

Balance, September 30, 2024

See Notes to Consolidated Financial Statements

BLUEROCK HOMES TRUST, INC.

FOR THE SIX MONTHS ENDED JUNE 30, 2023

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

6 unchanged sentences

Issuance of C-LTIP Units to Manager

Acquisition of noncontrolling interests

Series A Preferred Stock distributions declared

Distributions to partially owned properties’ noncontrolling interests

Acquisition of noncontrolling interests

Conversion of Operating Partnership Units to Class A common stock

1 unchanged sentence

Adjustment for noncontrolling interest ownership in the Operating Partnership

Balance, June 30, 2023

Balance, September 30, 2023

See Notes to Consolidated Financial Statements

2 unchanged sentences

(In thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

2 unchanged sentences

Amortization of fair value adjustments

Preferred returns on unconsolidated real estate joint ventures

Impairment and (gain) on sale of real estate investments, net

Income from preferred equity investments

Gain on sale and impairment of real estate investments, net

Fair value adjustment of interest rate caps and swaps

Provision for credit losses, net

Distributions of income and preferred returns from preferred equity investments in unconsolidated real estate joint ventures

Loss on extinguishment of debt

Distributions of income and income from preferred equity investments

Share-based compensation attributable to equity incentive plan

10 unchanged sentences

Purchase of interest rate cap

Investment in notes receivable

Investments in notes receivable

Repayments on notes receivable

Proceeds from sale of real estate investments

Proceeds from redemption of unconsolidated real estate joint ventures

Investment in unconsolidated real estate joint venture interests

Proceeds from redemption of preferred equity investments

Insurance proceeds related to real estate investments

Investments in preferred equity investments

Net cash used in investing activities

6 unchanged sentences

Purchase of interests from noncontrolling interests

Repayments on mortgages payable

Borrowings on mortgages payable

Repayments on mortgages payable including prepayment penalties

Proceeds from revolving credit facilities

25 unchanged sentences

The Company’s Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize the Company’s return on investment.

As of June 30, 2024, the Company held twenty-one real estate investments, consisting of twelve consolidated investments and nine preferred equity and loan investments.

The twenty-one investments represent an aggregate of 4,362 residential units, comprised of 2,732 consolidated units, of which 170 units are under development, and 1,630 units through preferred equity and loan investments.

As of June 30, 2024, the Company’s consolidated operating investments were approximately 92.2 % occupied;

As of September 30, 2024, the Company held twenty real estate investments, consisting of twelve consolidated investments and eight preferred equity and loan investments.

The twenty investments represent an aggregate of 4,000 residential units, comprised of 2,742 consolidated units, of which 170 units are under development, and 1,258 units through preferred equity and loan investments, which includes planned units and those under development.

As of September 30, 2024, the Company’s consolidated operating investments were approximately 90.5 % occupied;

excluding units classified as held for sale and down/renovation units, the Company’s consolidated operating investments were approximately 94.3 % occupied.

8 unchanged sentences

The consolidated financial statements include the Company’s accounts and those of the Operating Partnership and its subsidiaries.

As of June 30, 2024, limited partners other than the Company owned approximately 69.19 % of the common units of the Operating Partnership ( 57.38 % is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 11.81 % is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.76 % which are not vested as of June 30, 2024).

As of September 30, 2024, limited partners other than the Company owned approximately 69.29 % of the common units of the Operating Partnership, of which 57.09 % is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 12.20 % is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.74 % which are not vested as of September 30, 2024.

Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation.

16 unchanged sentences

For investments that meet the criteria of a security under ASC 320 Investments – Debt Securities , except as noted regarding Note B of the Wayford at Pringle Loan Financing (refer to Note 6), the Company classifies each preferred equity investment as a held-to-maturity debt security as the Company has the intention and ability to hold the investment to maturity.

The Company earns a fixed return on these investments which is included within preferred returns on unconsolidated real estate joint ventures in its consolidated statements of operations.

The Company earns a fixed return on these investments which is included within income from preferred equity investments in its consolidated statements of operations.

The Company evaluates the collectability of each preferred equity investment and estimates a provision for credit loss, as applicable.

Refer to the Current Expected Credit Losses (“CECL”) section of this Note for further information regarding CECL and the Company’s provision for credit losses.

The Company accounts for these investments as preferred equity investments in unconsolidated real estate joint ventures in its consolidated balance sheets.

The Company accounts for these investments as preferred equity investments in its consolidated balance sheets.

For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate.

8 unchanged sentences

As inflation accelerated rapidly in the first half of 2023, the Federal Reserve increased interest rates a total of four times during 2023 to curb the effects of rising inflation.

While the Federal Reserve has held rates steady since July 2023, there can be no assurances that interest rates will not rise again, and the Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation.

While the Federal Reserve held rates steady between July 2023 and September 2024 and reduced interest rates by 50-basis points in September 2024, there can be no assurances that interest rates will not rise again, and the Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation.

Rising interest rates cause uncertainty in credit and capital markets which could have material and adverse effects on the Company’s financial condition, results of operations and cash flows.

3 unchanged sentences

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (“SEC”) on March 12, 2024 for discussion of the Company’s significant accounting policies.

During the six months ended June 30, 2024, there were no material changes to these policies.

During the nine months ended September 30, 2024, there were no material changes to these policies.

Interim Financial Information

23 unchanged sentences

On March 25, 2024, the Company, through a 95 % owned joint venture entity, acquired a 294 -unit single-family residential community located in Houston, Texas known as Villas at Huffmeister.

The purchase price of $ 41.2 million was funded, in part, with a $ 24.3 million senior loan assumption secured by Villas at Huffmeister, along with cash of $ 17.4 million funded by the Company.

The purchase price of $ 41.2 million was funded with a $ 24.3 million senior loan assumption secured by Villas at Huffmeister, along with cash of $ 18.1 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Acquisition of Avenue at Timberlin Park

On July 31, 2024, the Company acquired a 200 -unit single-family residential community located in Jacksonville, Florida known as Avenue at Timberlin Park.

The Company has a full ownership interest in the community, and the purchase price of $ 33.8 million was funded with a $ 23.7 million senior loan secured by Avenue at Timberlin Park, along with cash of $ 12.9 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Purchase Price Allocation

The real estate acquisition above has been accounted for as an asset acquisition.

The purchase price was allocated to the acquired assets and mortgage assumed based on their estimated fair values at the date of acquisition.

The following table summarizes the assets acquired and mortgage assumed at the acquisition date for Villas at Huffmeister (amounts in thousands):

Purchase Price

The real estate acquisitions above have been accounted for as asset acquisitions.

The purchase prices were allocated to the acquired assets and mortgage assumed based on their estimated fair values at the dates of acquisition.

The following table summarizes the assets acquired and mortgage assumed at the acquisition dates for the Company’s acquisitions made during the nine months ended September 30, 2024 (amounts in thousands):

Building improvements

6 unchanged sentences

Total liabilities assumed

(1) The $ 41.8 million of total assets acquired includes $ 0.6 million of acquisition expenses that have been capitalized as the acquisition of Villas at Huffmeister has been accounted for as an asset acquisition .

(1) The $ 75.8 million of total assets acquired includes $ 0.8 million of acquisition expenses that have been capitalized as the acquisitions have been accounted for as asset acquisitions.

Note 4 – Sale of Real Estate Assets

Sale of Navigator Villas

Prior to the sale of the property, and to effectuate a tax-deferred exchange under Section 1031 of the Code, the Company purchased its joint venture partner’s interest in Navigator Villas for $ 2.9 million, inclusive of estimated post-close adjustments.

On August 7, 2024, the Company closed on the sale of Navigator Villas located in Pasco, Washington for a sale price of $ 36.4 million, subject to certain prorations and adjustments typical in such real estate transactions.

After deductions for the payoff of existing mortgage indebtedness encumbering the property in the amount of $ 19.5 million, the purchase price of the joint venture partner’s interest, the payment of early extinguishment of debt costs, and closing costs and fees, the sale of Navigator Villas generated net proceeds of approximately $ 12.7 million and a gain on sale of approximately $ 10.0 million.

The Company recorded a loss on extinguishment of debt of $ 0.1 million related to the sale.

Sale of Consolidated Operating Units

During the first quarter 2024, the Company closed on the following sales:

one unit in the Indy-Springfield portfolio, four units in the Peak JV 2 portfolio, and nineteen units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The twenty-four units were sold for an aggregate of approximately $ 3.9 million, subject to certain prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 3.7 million and a gain on sales of approximately $ 0.3 million.

During the second quarter 2024, the Company closed on the following sales:

one unit in the ILE portfolio, one unit in the Indy-Springfield portfolio, three units in the Peak JV 2 portfolio, and eight units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The thirteen units were sold for an aggregate of approximately $ 2.6 million, subject to certain prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 2.5 million and a gain on sales of approximately $ 0.4 million.

During the three months ended September 30, 2024, the Company closed on the following sales:

five units in the Indy-Springfield portfolio, two units in the Peak JV 2 portfolio, and seven units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The fourteen units were sold for an aggregate of approximately $ 2.3 million, subject to certain prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 2.2 million and a gain on sales of approximately $ 0.2 million.

During the nine months ended September 30, 2024, the Company closed on the following sales:

one unit in the ILE portfolio, seven units in the Indy-Springfield portfolio, nine units in the Peak JV 2 portfolio, and thirty-four units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.

The fifty-one units were sold for an aggregate of approximately $ 8.9 million, subject to certain prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 8.4 million and a gain on sales of approximately $ 0.9 million.

Held for Sale

At June 30, 2024, the Company classified an aggregate of 391 units as held for sale in its consolidated balance sheets, and for the three and six months ended June 30, 2024, the Company recorded an impairment of $ 1.1 million and $ 1.2 million, respectively, related to held for sale units which is included in impairment and gain on sale of real estate investments, net in the consolidated statements of operations.

At September 30, 2024, the Company classified an aggregate of 207 units as held for sale in its consolidated balance sheets, and for the three and nine months ended September 30, 2024, the Company recorded an impairment of $ 0.9 million and $ 2.1 million, respectively, related to held for sale units which is included in gain on sale and impairment of real estate investments, net in the consolidated statements of operations.

The 207 units classified as held for sale are included in the following portfolios:

44 units of Indy-Springfield, 48 units of Peak JV 2, all 123 units of Peak JV 3, and all 176 units of Navigator Villas.

4 units of ILE, 41 units of Indy-Springfield, 46 units of Peak JV 2, and all 116 units of Peak JV 3.

These units were identified based on submarket analysis and individual unit-level operational review.

1 unchanged sentence

Note 5 - Investments in Real Estate

As of June 30, 2024, the Company held twenty-one real estate investments, consisting of twelve consolidated operating investments and nine held through preferred equity and loan investments.

As of September 30, 2024, the Company held twenty real estate investments, consisting of twelve consolidated operating investments and eight held through preferred equity and loan investments.

The following tables provide summary information regarding the Company’s consolidated operating investments and preferred equity and loan investments.

1 unchanged sentence

Operating Investment Name

Market / Location

Location / Market

Avenue at Timberlin Park

Jacksonville, FL

Golden Pacific

Indy-Springfield

Navigator Villas

Dallas-Fort Worth, TX

6 unchanged sentences

Total Development Units

(1) Total operating units includes an aggregate of 391 units classified as held for sale, and such units are included in the following portfolios:

44 units of Indy-Springfield, 48 units of Peak JV 2, all 123 units of Peak JV 3, and all 176 units of Navigator Villas.

(2) Abode Wendell Falls is a build for rent development project expected to commence construction in the third quarter 2024.

The total estimated project cost is $ 56.9 million, of which $ 6.8 million had been incurred as of June 30, 2024.

Depreciation expense was $ 4.3 million and $ 4.0 million, and $ 8.3 million and $ 8.0 million, for the three and six months ended June 30, 2024 and 2023, respectively.

(1) Total operating units includes an aggregate of 207 units classified as held for sale, with such units included in the following portfolios:

4 units of ILE, 41 units of Indy-Springfield, 46 units of Peak JV 2, and all 116 units of Peak JV 3.

Depreciation expense was $ 4.1 million and $ 4.1 million, and $ 12.4 million and $ 12.1 million, for the three and nine months ended September 30, 2024 and 2023, respectively.

Intangibles related to the Company’s consolidated investments in real estate consist of the value of in-place leases.

Amortization expense related to the in-place leases was $ 0.5 million for both the three and six months ended June 30, 2024.

Amortization expense related to the in-place leases was $ 0.8 million and $ 1.3 million for the three and nine months ended September 30, 2024, respectively.

There was no amortization expense related to in-place leases during 2023.

15 unchanged sentences

Total Development Units

Operating Investment Name

Number of Units

Peak Housing (3)

Total Operating Units

(1) The Woods at Forest Hill unit count decreased from 76 units at December 31, 2023 to 41 units at June 30, 2024 resulting from the sales of 35 units during the six months ended June 30, 2024.

Proceeds from the sales of these units were used to paydown the Company’s loan investment in The Woods at Forest Hill.

Refer to Note 6 for further information.

(1) The Woods at Forest Hill unit count decreased from 76 units at December 31, 2023 to 18 units at September 30, 2024 resulting from the sales of 58 units during the nine months ended September 30, 2024.

Proceeds from the sales of these units were used to fully pay off the Company’s loan investment, and partially redeem the Company’s preferred equity investment, in The Woods at Forest Hill.

Refer to Note 6 and Note 7 for further information.

(2) Wayford at Pringle is a loan investment for which the Company disburses loan proceeds to the borrower for unit acquisitions upon construction completion.

Of the total 102 -build for rent units that are to be acquired, construction of 59 units was completed during the six months ended June 30, 2024 for which the Company provided the borrower with loan proceeds for their acquisition.

Of the total 102 build-to-rent units that are to be acquired, construction of 85 units was completed during the nine months ended September 30, 2024 for which the Company provided the borrower with loan proceeds for their acquisition.

The Company estimates that all units will be completed and acquired, and its loan commitment fully funded, by the end of 2024.

Refer to Note 6 for further information.

(3) Peak Housing is a stabilized operating portfolio and the number of units shown represents those collateralizing the Company’s preferred equity investment in the Peak REIT OP as of June 30, 2024 (refer to Note 7 for further information).

Unit count excludes units presented in the consolidated investments table above.

Note 6 – Notes and Interest Receivable

Following is a summary of the notes and accrued interest receivable due from loan investments at June 30, 2024 and December 31, 2023 (amounts in thousands):

Following is a summary of the notes and accrued interest receivable due from loan investments at September 30, 2024 and December 31, 2023 (amounts in thousands):

September 30,

Investment Name

June 30, 2024

December 31, 2023

Notes Receivable

8 unchanged sentences

Allowance for credit losses

(1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full, including any accrued but unpaid interest amounts.

Refer to The Woods at Forest Hill Loan Financing disclosure below for further information.

Allowance for Credit Losses

The provision for credit losses of the Company’s loan investments at June 30, 2024 and December 31, 2023 are summarized in the table below (amounts in thousands):

The provision for credit losses of the Company’s loan investments at September 30, 2024 and December 31, 2023 are summarized in the table below (amounts in thousands):

September 30,

Beginning balances, net as of January 1, 2024 and 2023, respectively

2 unchanged sentences

(1) Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets.

The provision for credit losses during the six months ended June 30, 2024 was attributable to the addition of one investment to the pool of assets and an increase in the trailing twelve-month historical default rate.

The following table is a summary of the interest income from loan investments for the three and six months ended June 30, 2024 (amounts in thousands).

The Company did no t record any interest income from loan investments during the three and six months ended June 30, 2023 as it held no loan investments during this period.

The provision for credit losses during the nine months ended September 30, 2024 was attributable to the addition of one investment to the pool of assets and an increase in the trailing twelve-month historical default rate.

The following table is a summary of the interest income from loan investments for the three and nine months ended September 30, 2024 (amounts in thousands).

The Company did no t record any interest income from loan investments during the corresponding periods ended September 30, 2023 as it held no loan investments in 2023.

Three Months Ended

Six Months Ended

Nine Months Ended

Investment Name

June 30, 2024

September 30, 2024

The Woods at Forest Hill (1)

Wayford at Pringle

(1) In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full, including any accrued but unpaid interest amounts.

Refer to The Woods at Forest Hill Loan Financing disclosure below for further information.

Peak Housing Financing

7 unchanged sentences

At December 31, 2023, the outstanding balance of the loan provided by the Company was $ 15.9 million.

During the six months ended June 30, 2024, proceeds from the sales of 27 units in the Peak JV 3 portfolio (refer to Note 4 for further information) have been used to reduce the outstanding balance of the loan to $ 12.5 million at June 30, 2024.

During the nine months ended September 30, 2024, proceeds from the sales of 34 units in the Peak JV 3 portfolio (refer to Note 4 for further information) have been used to reduce the outstanding balance of the loan to $ 11.7 million at September 30, 2024.

Wayford at Pringle Loan Financing

On January 10, 2024, the Company entered into an agreement to provide a loan in the maximum aggregate amount up to $ 30.1 million (the “Pringle Loan”) to an unaffiliated, third-party borrower to acquire 102 -build for rent, single-family residential units in Charlotte, North Carolina to be known as Wayford at Pringle.

On January 10, 2024, the Company entered into an agreement to provide a loan in the maximum aggregate amount up to $ 30.1 million (the “Pringle Loan”) to an unaffiliated, third-party borrower to acquire 102 build-to-rent, single-family residential units in Charlotte, North Carolina to be known as Wayford at Pringle.

The project is currently under development, and the Company will disburse loan proceeds to the borrower for unit acquisitions as construction is completed.

10 unchanged sentences

Note B can be prepaid in part or in whole subject to minimum interest.

As of June 30, 2024, construction was completed on 59 of the total 102 units, and the Company had funded $ 8.5 million of Note A and fully funded the $ 7.8 million of Note B.

There were no unrealized gains or losses associated with Note B as of June 30, 2024 as the Company determined that the $ 7.8 million face value of Note B represents its fair value at such measurement date.

As of September 30, 2024, construction was completed on 85 of the total 102 units, and the Company had funded $ 16.8 million of Note A and fully funded the $ 7.8 million of Note B.

There were no unrealized gains or losses associated with Note B as of September 30, 2024 as the Company determined that the $ 7.8 million face value of Note B represents its fair value at such measurement date.

The Woods at Forest Hill Loan Financing

In December 2023, the Company assumed an $ 8.3 million senior loan (the “Woods Loan”) made to an unaffiliated third-party borrower for 76 -build for rent, single family residential units in Forest Hill, Texas.

In December 2023, the Company assumed an $ 8.3 million senior loan (the “Woods Loan”) made to an unaffiliated third-party borrower for 76 build-to-rent, single family residential units in Forest Hill, Texas.

The Woods Loan investment was in addition to the Company’s existing preferred equity investment in The Woods at Forest Hill.

The borrower is currently in the process of selling the individual units collateralizing the Company’s loan and preferred equity investments.

With each unit sale, the borrower is repaying the loan and accrued interest, after consideration for partnership operating expenses and reserve requirements, until the Company’s full loan investment has been repaid in full.

Subsequently, pursuant to the waterfall of the joint venture agreement, the remaining available proceeds shall be used to repay the Company’s preferred equity investment, including any accrued but unpaid preferred returns, until the investment has been repaid in full.

During the six months ended June 30, 2024, the Company received paydowns on the Woods Loan in the aggregate amount of $ 7.3 million, which included principal investment of $ 7.1 million and accrued interest of $ 0.2 million.

The paydowns on the Woods Loan were a result of the sales by the borrower of 35 of the 76 units that collateralized the Company’s loan and preferred equity investments.

At June 30, 2024, the Company’s outstanding principal investment in the Woods Loan was $ 1.2 million, with a remaining 41 units as collateral underlying the Company’s loan and preferred equity investments.

Note 7 – Preferred Equity Investments in Unconsolidated Real Estate Joint Ventures

The carrying amount of the Company’s preferred equity investments in unconsolidated real estate joint ventures at June 30, 2024 and December 31, 2023 is summarized in the table below (amounts in thousands):

The Woods Loan borrower is currently in the process of selling the individual units, and during the nine months ended September 30, 2024, the borrower sold 58 of the 76 units that collateralized the Company’s loan and preferred equity investments in The Woods at Forest Hill.

Proceeds from the sales of these units were used to fully pay off the Woods Loan investment made by the Company in the aggregate amount of $ 8.5 million, which included principal investment of $ 8.3 million and accrued interest of $ 0.2 million, with the final payment received in August 2024.

Following the payoff of the Woods Loan, remaining available proceeds from the unit sales were used to partially redeem the Company’s preferred equity investment in The Woods at Forest Hill (refer to Note 7 for further information).

Willow Park Loan Financing

In October 2023, the Company provided a $ 9.4 million senior loan (the “Willow Loan”) to an unaffiliated third-party borrower for 58 build-to-rent, single-family residential units.

The Willow Loan was to initially mature on October 28, 2024;

however, on September 30, 2024, the borrower delivered written notice to the Company of its intention to exercise the first of the Willow Loan’s two six-month extension options, extending the maturity date to April 28, 2025.

Following the initial maturity date, the Willow Loan interest rate will increase from a fixed rate of 5.08 % per annum to a fixed rate of 7.50 % per annum through the first extension period, with regular monthly payments remaining interest-only.

The Willow Loan can be prepaid in part, subject to a minimum payment, or in whole without penalty.

Note 7 – Preferred Equity Investments

The carrying amount of the Company’s preferred equity investments at September 30, 2024 and December 31, 2023 is summarized in the table below (amounts in thousands):

September 30,

Investment Name

Peak Housing (1)

The Cottages at Myrtle Beach

3 unchanged sentences

Allowance for credit losses

In September 2024, the Company’s preferred equity investment in Peak Housing was fully redeemed.

Refer to the Peak Housing Interests disclosure below for further information.

The Woods at Forest Hill carrying amount at September 30, 2024 includes amounts related to Willow Park, a preferred equity investment that the Company was redeemed out of in October 2023.

Refer to the The Woods at Forest Hill Interests disclosure below for further information.

Allowance for Credit Losses

The provision for credit losses of the Company’s preferred equity investments at June 30, 2024 and December 31, 2023 are summarized in the table below (amounts in thousands):

The provision for credit losses of the Company’s preferred equity investments at September 30, 2024 and December 31, 2023 are summarized in the table below (amounts in thousands):

September 30,

Beginning balances, net as of January 1, 2024 and 2023, respectively

2 unchanged sentences

Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets.

The provision for credit losses during the six months ended June 30, 2024 was primarily attributable to an increase in the trailing twelve-month historical default rate.

At June 30, 2024, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in seven joint ventures which are classified as held to maturity debt securities as the Company has the intention and ability to hold the investments to maturity.

The Company earns a fixed return on these investments, which is included within preferred returns on unconsolidated real estate joint ventures in its consolidated statements of operations.

The provision for credit losses during the nine months ended September 30, 2024 was primarily attributable to an increase in the trailing twelve-month historical default rate.

At September 30, 2024, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in six joint ventures which are classified as held to maturity debt securities as the Company has the intention and ability to hold the investments to maturity.

The Company earns a fixed return on these investments, which is included within income from preferred equity investments in its consolidated statements of operations.

Each joint venture’s purpose is to develop or operate a portfolio of residential units.

The preferred returns on the Company’s unconsolidated real estate joint ventures for the three and six months ended June 30, 2024 and 2023 are summarized below (amounts in thousands):

The following table summarizes the Company’s income from preferred equity investments for the three and nine months ended September 30, 2024 and 2023 (amounts in thousands):

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Investment Name

Peak Housing (1)

The Cottages at Myrtle Beach

4 unchanged sentences

Willow Park (2)

Total preferred returns on unconsolidated joint ventures (2)

Total income from preferred equity investments (3)

(1) In September 2024, the Company’s preferred equity investment in Peak Housing was fully redeemed.

Refer to the Peak Housing Interests disclosure below for further information.

(2) The Company’s preferred equity investments in The Cottages at Warner Robins and Willow Park were redeemed in December 2023 and October 2023, respectively.

(2) Total includes both current and accrued preferred return amounts.

The accrued portion of the total preferred returns was $ 2.7 million and $ 2.6 million, and $ 5.2 million and $ 4.9 million, for the three and six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023, the Company had $ 18.9 million and $ 13.7 million, respectively, of total accrued preferred returns, which is recorded in accounts receivable, prepaids and other assets, net in its consolidated balance sheets.

(3) Total income from preferred equity investments includes both current and accrued income amounts.

The accrued portion of the total income was $ 2.6 million and $ 2.7 million, and $ 7.8 million and $ 7.6 million, for the three and nine months ended September 30, 2024 and 2023, respectively.

At September 30, 2024 and December 31, 2023, the Company had $ 19.9 million and $ 13.7 million, respectively, of total accrued preferred equity income, which is recorded in accounts receivable, prepaids and other assets, net in its consolidated balance sheets.

Indigo Cove Interests

On June 27, 2024, the Company entered into a joint venture agreement with an unaffiliated third party (the “Indigo JV”) to develop approximately 82 build-for-rent, single-family residential units in Bluffton, South Carolina.

The Company made a commitment to invest $ 5.3 million for preferred equity interests in the Indigo JV, of which $ 1.9 million had been funded as of June 30, 2024.

On June 27, 2024, the Company entered into a joint venture agreement with an unaffiliated third party (the “Indigo JV”) to develop approximately 82 build-to-rent, single-family residential units in Bluffton, South Carolina.

The Company made a commitment to invest $ 5.3 million for preferred equity interests in the Indigo JV, of which $ 3.0 million had been funded as of September 30, 2024.

The Company earns an accrued return on its outstanding capital contributions at a rate of 17.0 % per annum compounded monthly, subject to a minimum return, with preferred return payments commencing in December 2025 contingent upon the property generating cash flows in excess of operating costs.

The Indigo JV is required to redeem the Company’s preferred equity interests plus any accrued preferred return on the date the construction loan (addressed below) is repaid or refinanced, or earlier upon the occurrence of certain events.

In conjunction with the Indigo Cove development, the Indigo Cove property owner, which is owned by an entity in which the Company has an equity interest, entered into a $ 22.0 million construction loan, of which $ 0.4 million is outstanding as of June 30, 2024.

In conjunction with the Indigo Cove development, the Indigo Cove property owner, which is owned by the Indigo JV, entered into a $ 22.0 million construction loan, of which $ 0.6 million was outstanding as of September 30, 2024.

The loan bears interest on the amount drawn based on one-month Term SOFR plus 5.55 %, subject to a 9.87 % rate floor, with interest-only monthly payments during the term of the loan.

3 unchanged sentences

Prior to 2024, the Company made a preferred equity investment in the Peak REIT OP in the aggregate amount of $ 20.3 million which was collateralized by 648 single-family residential units (“Peak Housing”).

Peak REIT OP may sell the units collateralizing the Company’s preferred equity investment, though Peak REIT OP is required to distribute any net sale proceeds to the Company, after consideration for partnership operating expenses and reserve requirements, until the Company’s full preferred equity investment has been repaid in full, subject to certain rate of return requirements and including any accrued but unpaid preferred returns.

During 2023, the Company’s preferred equity investment was partially redeemed resulting from the sales by Peak REIT OP of 196 of the 648 units that collateralized the Company’s investment.

At December 31, 2023, the Company’s outstanding preferred equity principal investment in Peak REIT OP was $ 10.6 million, with a remaining 452 units as collateral underlying the Company’s investment.

During the six months ended June 30, 2024, the Company’s preferred equity investment in the Peak REIT OP was partially redeemed in the aggregate amount of $ 3.9 million, which included principal investment of $ 3.5 million and accrued preferred return of $ 0.4 million.

The Company’s partial redemption of its preferred equity investment was a result of the sales by Peak REIT OP of 103 of the 452 units that collateralized the Company’s investment.

At June 30, 2024, the Company’s outstanding preferred equity investment in the Peak REIT OP was $ 7.1 million, with a remaining 349 units as collateral underlying the Company’s investment.

Peak REIT OP could sell the units collateralizing the Company’s preferred equity investment, though Peak REIT OP was required to distribute any net sale proceeds to the Company, after consideration for partnership operating expenses and reserve requirements, until the Company’s full preferred equity investment had been repaid in full, subject to certain rate of return requirements and including any accrued but unpaid preferred returns.

During 2023, Peak REIT OP sold 196 of the 648 units that collateralized the Company’s investment, with the proceeds from the sales used to partially redeem the Company’s preferred equity investment.

At December 31, 2023, the Company’s outstanding preferred equity principal investment in Peak REIT OP was $ 10.6 million.

During the nine months ended September 30, 2024, Peak REIT OP continued to sell units that collateralized the Company’s investment.

Proceeds from the sales were used by Peak REIT OP to fully redeem the Company’s preferred equity investment in the aggregate amount of $ 11.2 million, which included the Company’s remaining principal investment of $ 10.6 million and accrued preferred return of $ 0.6 million, with the final redemption payment received in September 2024.

The Cottages of Port St.

Lucie Interests

The Company is party to a joint venture agreement with an unaffiliated third party (the “Cottages St.

Lucie JV”) that developed 286 build-to-rent, single-family residential units in Port St.

Lucie, Florida.

The Company made an $ 18.8 million preferred equity investment in the Cottages St.

Lucie JV, and the joint venture is required to redeem the Company’s investment, plus any accrued but unpaid preferred returns, on the date the construction loan is due and payable or earlier upon the occurrence of certain events.

The construction loan was to mature on August 26, 2024;

however, The Cottages of Port St.

Lucie property owner, which is owned by the Cottages St.

Lucie JV, executed an amendment to the construction loan agreement, which included revising the maturity date to November 26, 2024.

The construction loan can be prepaid without penalty and has regular monthly payments that will remain interest-only during the extension period.

The Woods at Forest Hill Interests

The Company is party to a joint venture agreement with an unaffiliated third party (the “Woods JV”) for 76 build-to-rent, single-family residential units in Forest Hill, Texas.

The Company made a $ 5.6 million preferred equity investment in the Woods JV, which preceded the senior loan investment made by the Company in The Woods at Forest Hill (the Woods Loan - refer to Note 6 for further information).

The Woods Loan borrower is currently in the process of selling the individual units, and during the nine months ended September 30, 2024, the borrower sold 58 of the 76 units that collateralized the Company’s preferred equity and loan investments in The Woods at Forest Hill.

Proceeds from the sales of these units were first used to fully pay off the Woods Loan investment made by the Company, with remaining available proceeds used to partially redeem the Company’s preferred equity investment in the Woods JV in the aggregate amount of $ 3.8 million, which included principal investment of $ 2.1 million, accrued preferred return of $ 1.1 million, and a minimum multiple payment of $ 0.6 million.

At September 30, 2024, the Company’s outstanding preferred equity investment in the Woods JV was $ 3.5 million, with a remaining 18 units as collateral underlying the Company’s investment.

In addition, The Woods at Forest Hill units, along with other Peak REIT OP investments, serve as collateral for the Company’s previous preferred equity investment in Willow Park.

In October 2023, the Company’s investment in Willow Park was redeemed by the Willow Park joint venture, with the Company receiving $ 2.9 million of its $ 4.6 million principal investment.

The remaining $ 1.7 million of the Company’s preferred equity investment in Willow Park, together with the Company’s $ 3.5 million of outstanding preferred equity investment in the Woods JV, results in the Company’s preferred equity investment carrying value of $ 5.2 million in The Woods at Forest Hill at September 30, 2024.

Peak REIT OP has guaranteed the full return of the Company’s investments in both The Woods at Forest Hill and Willow Park.

Note 8— Revolving Credit Facilities

The outstanding balances on the revolving credit facilities at June 30, 2024 and December 31, 2023 are as follows (amounts in thousands):

The outstanding balances on the revolving credit facilities at September 30, 2024 and December 31, 2023 are as follows (amounts in thousands):

September 30,

Revolving Credit Facilities

June 30, 2024

December 31, 2023

Amended DB Credit Facility

6 unchanged sentences

Borrowings under the Amended DB Credit Facility bear interest on the amount drawn at Term SOFR plus 2.80 %, and borrowings can be prepaid without premium or penalty.

The interest rate on outstanding borrowings was 8.13 % at June 30, 2024.

The interest rate on outstanding borrowings was 8.00 % at September 30, 2024.

The Amended DB Credit Facility matures on April 6, 2025 and contains a one-year extension option, subject to certain conditions.

The Amended DB Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt yield and minimum debt service coverage ratios.

At June 30, 2024, the Amended DB Credit Facility was drawn at $ 85 million and the Company was in compliance with all covenants under the Amended DB Credit Facility.

The availability of borrowings under the Amended DB Credit Facility at June 30, 2024 was approximately $ 15 million and is based on the collateral and compliance with various ratios related to those assets.

At September 30, 2024, the Amended DB Credit Facility was drawn at $ 85 million and the Company was in compliance with all covenants under the Amended DB Credit Facility.

The availability of borrowings under the Amended DB Credit Facility at September 30, 2024 was approximately $ 13 million and is based on the collateral and compliance with various ratios related to those assets.

Amended ILE Sunflower Credit Facility

3 unchanged sentences

There were no other material changes in terms from the previous credit facility.

The Amended ILE Sunflower Credit Facility provides for a revolving loan with an initial commitment amount of $ 20 million, which commitment contains an accordion feature to a maximum total commitment of up to $ 50 million.

The Amended ILE Sunflower Credit Facility, along with three other separate non-revolving credit facilities (refer to Note 9 for further information), is used in the financing of acquisitions of single-family residential units.

Borrowings under the Amended ILE Sunflower Credit Facility bear interest at Term SOFR plus 3.11 %, subject to a rate floor, and can be prepaid without penalty or premium.

The interest rate on outstanding borrowings was 8.46 % at June 30, 2024.

The Amended ILE Sunflower Credit Facility matures on December 27, 2024 and contains certain financial and operating covenants, including a minimum fixed charge coverage ratio.

The Company expects to refinance the loan by year end and is currently in term sheet negotiations with lenders.

At June 30, 2024, the Company was in compliance with all covenants under the Amended ILE Sunflower Credit Facility and the initial commitment was fully drawn at $ 20 million.

A principal of ILE has guaranteed the obligations under the Amended ILE Sunflower Credit Facility and the joint venture has pledged certain assets as collateral.

The Amended ILE Sunflower Credit Facility provided for a revolving loan with an initial commitment amount of $ 20 million, which commitment contained an accordion feature to a maximum total commitment of up to $ 50 million.

The Amended ILE Sunflower Credit Facility, along with three other separate non-revolving credit facilities (refer to Note 9 for further information), was used in the financing of acquisitions of single-family residential units.

Borrowings under the Amended ILE Sunflower Credit Facility bore interest at Term SOFR plus 3.11 %, subject to a rate floor, and could be prepaid without penalty or premium.

The interest rate on outstanding borrowings was 7.97 % at September 30, 2024.

Prior to the full payoff of the Amended ILE Sunflower Credit Facility in October 2024 (refer to the ILE Financing disclosure in Note 15 for further information), the Amended ILE Sunflower Credit Facility was to mature on December 27, 2024 and contained certain financial and operating covenants, including a minimum fixed charge coverage ratio.

At September 30, 2024, the Company was in compliance with all covenants under the Amended ILE Sunflower Credit Facility and the initial commitment was fully drawn at $ 20 million.

A principal of ILE had guaranteed the obligations under the Amended ILE Sunflower Credit Facility and the joint venture had pledged certain assets as collateral.

Note 9 – Mortgages Payable

The following table summarizes certain information as of June 30, 2024 and December 31, 2023 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):

The following table summarizes certain information as of September 30, 2024 and December 31, 2023 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):

Outstanding Principal

As of June 30, 2024

As of September 30, 2024

September 30,

Interest-only

1 unchanged sentence

Maturity Date

Avenue at Timberlin Park

August 1, 2029

Navigator Villas (3)

15 unchanged sentences

(2) The loan requires monthly payments of principal and interest.

(3) The principal balance includes a $ 14.0 million senior loan at a fixed rate of 4.31 % and a $ 5.5 million supplemental loan at a fixed rate of 5.23 % .

(3) The Company sold Navigator Villas in August 2024.

(4) The principal balance includes a $ 9.8 million senior loan at a fixed rate of 4.81 % and a $ 4.3 million supplemental loan at a fixed rate of 4.96 % .

(5) The Wayford at Concord loan bears interest at the 30-day average SOFR plus 2.23 % .

In June 2024, the 30-day average SOFR in effect was 5.32 % .

In September 2024, the 30-day average SOFR in effect was 5.35 % .

SOFR rate is subject to a 2.50 % rate cap through April 2025.

8 unchanged sentences

Prepayment penalties incurred on the early repayment of debt and costs incurred in a debt modification that are not capitalized would also be included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations.

The Company had no loss on extinguishment of debt or debt modification costs for the three and six months ended June 30, 2024 and 2023.

The Company had $ 0.1 million of loss on extinguishment of debt costs and no debt modification costs for both the three and nine months ended September 30, 2024.

The Company had no loss on extinguishment of debt or debt modification costs during 2023.

Debt maturities

At June 30, 2024, contractual principal payments for the five subsequent years and thereafter are as follows (amounts in thousands):

2024 (July 1–December 31)

At September 30, 2024, contractual principal payments for the five subsequent years and thereafter are as follows (amounts in thousands):

2024 (October 1–December 31)

Unamortized fair value debt adjustment

1 unchanged sentence

Total mortgages payable

The net book value of real estate assets providing collateral for these above borrowings, including the revolving credit facilities (refer to Note 8 for further information), was $ 399.6 million at June 30, 2024.

The mortgage loans encumbering the Company’s properties are nonrecourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender.

19 unchanged sentences

Fair Value of Financial Instruments

At June 30, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due to affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly-liquid nature and/or short-term maturities.

The carrying values and fair values of the Company’s financial instruments at June 30, 2024 and December 31, 2023 are summarized in the table below (amounts in thousands):

June 30, 2024

At September 30, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due to affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly-liquid nature and/or short-term maturities.

The carrying values and fair values of the Company’s financial instruments at September 30, 2024 and December 31, 2023 are summarized in the table below (amounts in thousands):

September 30, 2024

December 31, 2023

6 unchanged sentences

As the estimated current market rates did not substantially differ from the discount rates originally applied, the carrying amount of the note receivable approximates its fair value.

There were no purchases, sales, issuances, or settlements during the three and six months ended June 30, 2024 other than the $ 7.8 million initial funding of the note in the first quarter 2024.

(2) The carrying values of the mortgages payable include $ 2,212 and $ 916 of unamortized fair value debt adjustments and exclude $ 1,166 and $ 951 of deferred financing costs at June 30, 2024 and December 31, 2023, respectively.

There were no purchases, sales, issuances, or settlements during the nine months ended September 30, 2024 other than the $ 7.8 million initial funding of the note in the first quarter 2024.

(2) The carrying values of the mortgages payable include ($ 2,482 ) and $ 916 of unamortized fair value debt adjustments and exclude $ 1,838 and $ 951 of deferred financing costs at September 30, 2024 and December 31, 2023, respectively.

The fair value of mortgages payable is estimated based on interest rates obtained from third party lenders for similar types of borrowing arrangements.

The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three and six months ended June 30, 2024 are summarized below (amounts in thousands).

The Company had no operating units classified as held for sale during these same periods in 2023.

The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three and nine months ended September 30, 2024 are summarized below (amounts in thousands).

The Company had no operating units classified as held for sale during the corresponding periods ended September 30, 2023.

Three Months Ended

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Investment in operating units classified as held for sale (Level 3)

2 unchanged sentences

Fair value (2)

(1) Impairment amounts are included in gain on sale and impairment of real estate investments, net in the Company’s consolidated statements of operations.

(2) Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets.

21 unchanged sentences

The Company does not use derivative financial instruments for trading or speculative purposes.

At June 30, 2024, the Company had interest rate caps and swaps which effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying interest rate for $ 128.5 million of the Company’s debt.

The following table summarizes the Company’s derivative financial instruments at June 30, 2024 ($ in thousands):

At September 30, 2024, the Company had interest rate caps and swaps which effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying interest rate for $ 128.5 million of the Company’s debt.

The following table summarizes the Company’s derivative financial instruments at September 30, 2024 ($ in thousands):

Interest Rate Caps

4 unchanged sentences

Latest maturity date

The table below presents the classification and fair value of the Company’s derivative financial instruments on the consolidated balance sheets at June 30, 2024 and December 31, 2023 (amounts in thousands):

The table below presents the classification and fair value of the Company’s derivative financial instruments on the consolidated balance sheets at September 30, 2024 and December 31, 2023 (amounts in thousands):

Derivatives not designated as hedging

2 unchanged sentences

Balance Sheet Location

June 30, 2024

September 30, 2024

December 31, 2023

3 unchanged sentences

Accounts receivable, prepaids and other assets

The table below presents the classification and effect of the Company’s derivative financial instruments on the consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 (amounts in thousands):

The table below presents the classification and effect of the Company’s derivative financial instruments on the consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 (amounts in thousands):

The Effect of Derivative Instruments on the

2 unchanged sentences

Location of Gain (Loss)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

instruments under ASC 815-20

15 unchanged sentences

The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the average of the closing prices of the Class A common stock for the five business days prior to issuance.

For the three and six months ended June 30, 2024 and 2023, the Company recorded base management fees of $ 2.2 million and $ 2.0 million, and $ 4.2 million and $ 3.9 million, respectively.

For the three and nine months ended September 30, 2024 and 2023, the Company recorded base management fees of $ 2.4 million and $ 2.0 million, and $ 6.6 million and $ 5.9 million, respectively.

Commencing with the base management fee for the first quarter 2024, the Company paid, and expects to continue to pay, the base management fee to the Manager as one half ( 50 )% in C-LTIP Units and the remainder in cash;

1 unchanged sentence

There have been no incentive fee expenses incurred during 2024 or the year ended December 31, 2023.

For the three and six months ended June 30, 2024 and 2023, the Company recorded operating expense reimbursements of $ 1.1 million and $ 0.4 million, and $ 2.3 million and $ 0.8 million, respectively.

For the three and nine months ended September 30, 2024 and 2023, the Company recorded operating expense reimbursements of $ 1.0 million and $ 0.4 million, and $ 3.3 million and $ 1.1 million, respectively.

Commencing with the operating expense reimbursement for the first quarter 2024, the Company paid, and expects to continue to pay, the operating expense reimbursement to the Manager entirely in cash;

prior to the first quarter 2024, the Company paid the operating expense reimbursement to the Manager entirely through the issuance of C-LTIP Units.

The operating expense reimbursement for each of the first and second quarters of 2024 included an average reimbursement to the Manager of $ 0.8 million for accounting and legal services.

The operating expense reimbursement for each of the first three quarters of 2024 included an average reimbursement to the Manager of $ 0.7 million for accounting and legal services.

Prior to the fourth quarter 2023, the Manager elected to not seek reimbursement for accounting and legal services during the Company’s first year of operations.

In addition, for the three and six months ended June 30, 2024 and 2023, the Company recorded direct expense reimbursements of $ 0.07 million and $ 0.04 million, and $ 0.2 million and $ 0.1 million, respectively, which were paid to the Manager in cash.

In addition, for the three and nine months ended September 30, 2024 and 2023, the Company recorded direct expense reimbursements of $ 0.1 million and $ 0.1 million, and $ 0.3 million and $ 0.3 million, respectively, which were paid to the Manager in cash.

Both the operating and direct expense reimbursements were recorded as part of general and administrative expenses in the Company’s consolidated statements of operations.

The table below presents the related party amounts payable to the Manager pursuant to the terms of the Management Agreement, along with amounts payable to related parties other than the Manager, at June 30, 2024 and December 31, 2023 (amounts in thousands).

The table below presents the related party amounts payable to the Manager at September 30, 2024 and December 31, 2023 pursuant to the terms of the Management Agreement (amounts in thousands).

The Company records these payables in due to affiliates in its consolidated balance sheets.

September 30,

Amounts payable to the Manager under the Management Agreement

June 30, 2024

December 31, 2023

Base management fee

2 unchanged sentences

Total amounts payable to the Manager

Total amounts payable to Related Parties other than the Manager

Total amounts payable to Related Parties

At June 30, 2024 and December 31, 2023, the Company had no receivables due from any related parties.

At September 30, 2024 and December 31, 2023, the Company had no receivables due from any related parties.

Selling Commissions and Dealer Manager Fees

1 unchanged sentence

The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers and incurs costs in excess of the 10 %, which costs are borne by the dealer manager without reimbursement by the Company.

For the six months ended June 30, 2024, the Company incurred $ 3.1 million in selling commissions and discounts and $ 1.3 million in dealer manager fees and discounts related to its offering of Series A Preferred Stock.

In addition, the Manager was, or shall be, reimbursed for offering costs of $ 0.4 million in conjunction with the offering of Series A Preferred Stock during the six months ended June 30, 2024.

For the nine months ended September 30, 2024, the Company incurred $ 6.1 million in selling commissions and discounts and $ 2.6 million in dealer manager fees and discounts related to its offering of Series A Preferred Stock.

In addition, the Manager was, or shall be, reimbursed for offering costs of $ 0.6 million in conjunction with the offering of Series A Preferred Stock during the nine months ended September 30, 2024.

The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering.

Note 13 – Stockholders’ Equity and Redeemable Preferred Stock

Net Loss Per Common Share

Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock, LTIP Units and C-LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.

Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock, LTIP Units and C-LTIP Units.

Net Income (Loss) Per Common Share

Basic and diluted net income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders, less dividends on restricted stock, LTIP Units and C-LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.

Net income (loss) attributable to common stockholders is computed by adjusting net income (loss) for the non-forfeitable dividends paid on non-vested restricted stock, LTIP Units and C-LTIP Units.

The Company considers the requirements of the two-class method when preparing earnings per share.

2 unchanged sentences

Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one -for- one basis.

The following table reconciles the components of basic and diluted net loss per common share for the three and six months ended June 30, 2024 and 2023 (amounts in thousands, except share and per share amounts):

The following table reconciles the components of basic and diluted net income (loss) per common share for the three and nine months ended September 30, 2024 and 2023 (amounts in thousands, except share and per share amounts):

Three Months Ended

Six Months Ended

Net loss attributable to common stockholders

Nine Months Ended

September 30,

Net income (loss)

Less preferred stock dividends

Less preferred stock accretion

Less net income / addback net loss attributable to noncontrolling interests

Net income (loss) attributable to common stockholders

Weighted average common shares outstanding (1)

1 unchanged sentence

Weighted average common shares outstanding and potential dilutive shares (1)

Net loss per common share, basic

Net loss per common share, diluted

Net income (loss) per common share, basic

Net income (loss) per common share, diluted

(1) Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.

(2) For the three and six months ended June 30, 2024, potential vesting of restricted Class A common stock of 4,772 shares and zero shares, respectively, are excluded from the diluted shares calculation as the effect is antidilutive.

For the three and six months ended June 30, 2023, potential vesting of restricted Class A common stock of 1,418 shares and 4,002 shares, respectively, are excluded from the diluted shares calculation as the effect is antidilutive.

(2) For the three months ended September 30, 2024, potential vesting of restricted Class A common stock of 11,975 shares are included in the diluted shares calculation.

For the nine months ended September 30, 2024, potential vesting of restricted Class A common stock of 3,383 shares are excluded from the diluted shares calculation as the effect is antidilutive.

For the three and nine months ended September 30, 2024, potential conversion of the Series A Preferred Stock into Class A common stock of 4,142,972 shares and 2,315,348 shares, respectively, are excluded from the diluted shares calculation as the effect is antidilutive.

For the three and nine months ended September 30, 2023, (i) potential vesting of restricted Class A common stock of zero shares and 3,702 shares, respectively, are excluded from the diluted shares calculation as the effect is antidilutive, and (ii) potential conversion of the Series A Preferred Stock into Class A common stock of 44,658 shares and 12,810 shares, respectively, are excluded from the diluted shares calculation as the effect is antidilutive.

The effect of the conversion of OP Units is not reflected in the computation of basic and diluted earnings per share as they are exchangeable for Class A common stock on a one -for-one basis.

2 unchanged sentences

Series A Redeemable Preferred Stock

During the six months ended June 30, 2024, the Company issued 1,761,120 shares of 6.0 %Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $ 25.00 per share (the “Stated Value”) under its continuous registered offering with net proceeds of approximately $ 38.8 million after (i) commissions, dealer manager fees and sales discounts of approximately $ 4.4 million, and (ii) costs related to establishing the offering of Series A Preferred Stock of approximately $ 0.8 million.

As of June 30, 2024, the Company had issued a total of 2,197,795 shares of Series A Preferred Stock with total net proceeds of approximately $ 47.1 million after commissions, dealer manager fees, sales discounts and offering costs.

During the six months ended June 30, 2024, the Company, at the request of holders, redeemed 1,000 shares of Series A Preferred Stock through the issuance of 1,346 shares of Class A common stock.

During the nine months ended September 30, 2024, the Company issued 3,459,331 shares of 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $ 25.00 per share (the “Stated Value”) under its continuous registered offering with net proceeds of approximately $ 76.7 million after (i) commissions, dealer manager fees and sales discounts of approximately $ 8.7 million, and (ii) costs related to establishing the offering of Series A Preferred Stock of approximately $ 1.2 million.

As of September 30, 2024, the Company had issued a total of 3,896,006 shares of Series A Preferred Stock with total net proceeds of approximately $ 85.0 million after commissions, dealer manager fees, sales discounts and offering costs.

During the nine months ended September 30, 2024, the Company, at the request of holders, redeemed 6,560 shares of Series A Preferred Stock through the issuance of 9,103 shares of Class A common stock.

In November 2023, the Company announced the payment of additional contingent special daily dividends with respect to the Company’s Series A Preferred Stock.

This dividend was aggregated with the regular monthly dividend so as to effect a dividend rate of two percent over the average 10-Year Daily Treasury Par Yield Curve Rate with a floor of 6 % annually, calculated and paid monthly.

Commencing in November 2023, the Series A Preferred Stock additional contingent special dividend was declared for each month for which the Board declared the regular monthly dividend of $ 0.125 per outstanding share of Series A Preferred Stock.

In May 2024, the Company announced the payment of an enhanced special dividend replacing the additional contingent special daily dividend.

The enhanced special dividend is aggregated with the regular monthly dividend so as to effect a dividend rate of the average one-month Term SOFR rate plus two percent, subject to a 6.5 % minimum and an 8.5 % maximum annual rate, calculated and paid monthly.

Commencing in May 2024, the Series A Preferred enhanced special dividend was declared for each month for which the Board declared the regular monthly dividend of $ 0.125 per outstanding share of Series A Preferred Stock.

Class A Common Stock Repurchase Plan

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Open market repurchases will be structured to occur in conformity with the method, timing, price and volume requirements of Rule 10b-18 of the Exchange Act.

As of June 30, 2024, no repurchases of Class A common stock had been made by the Company.

As of September 30, 2024, no repurchases of Class A common stock had been made by the Company.

Operating Partnership and Long-Term Incentive Plan Units

As of June 30, 2024, limited partners other than the Company owned approximately 69.19 % of the common units of the Operating Partnership ( 7,365,735 OP Units, or 57.38 %, is held by OP Unit holders, and 1,515,185 LTIP Units, or 11.81 %, is held by LTIP Unit holders, including 3.76 % which are not vested as of June 30, 2024).

As of September 30, 2024, limited partners other than the Company owned approximately 69.29 % of the common units of the Operating Partnership ( 7,365,735 OP Units, or 57.09 %, is held by OP Unit holders, and 1,573,575 LTIP Units, or 12.20 %, is held by LTIP Unit holders, including 3.74 % which are not vested as of September 30, 2024).

Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one-for-one basis, or, at the Company’s election, redeemable for cash.

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On May 14, 2024, the Company granted 60,080 C-LTIP Units to the Manager in payment of one half ( 50 )% of the total base management fee of $ 2.1 million incurred for the first quarter 2024.

On August 8, 2024, the Company granted 58,390 C-LTIP Units to the Manager in payment of one half ( 50 )% of the total base management fee of $ 2.2 million incurred for the second quarter 2024.

All such C-LTIP Units were issued pursuant to the Management Agreement and were fully vested upon issuance.

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Effective April 1, 2024, for tax efficiency purposes, the Manager forfeited 57,670 unvested LTIP Units granted to the Manager on May 25, 2023 in payment of the annual long-term incentive equity grant pursuant to the BHM Entities Plan.

During the three and six months ended June 30, 2024, the Company reversed previously recognized compensation expense of approximately $ 0.3 million and $ 0.3 million, respectively.

During the second quarter 2024, the Company reversed previously recognized compensation expense of approximately $ 0.3 million related to the forfeiture.

Such expense reversal was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations.

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The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant.

During the three and six months ended June 30, 2024 and 2023, the Company recognized compensation expense for such LTIP Units of approximately $ 0.7 million and $ 0.5 million, and $ 1.3 million and $ 1.0 million, respectively.

During the three and nine months ended September 30, 2024 and 2023, the Company recognized compensation expense for such LTIP Units of approximately $ 0.7 million and $ 0.7 million, and $ 2.0 million and $ 1.7 million, respectively.

Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations.

At June 30, 2024, there was $ 8.6 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans.

At September 30, 2024, there was $ 7.8 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans.

The remaining expense is expected to be recognized over a period of 2.8 years.

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Such RSGs will vest ratably on an annual basis over a three-year period from their date of grant.

During the three and six months ended June 30, 2024 and 2023, the Company recognized compensation expense for all such RSGs of approximately $ 0.2 million and $ 0.02 million, and $ 0.2 million and $ 0.02 million, respectively.

During the three and nine months ended September 30, 2024 and 2023, the Company recognized compensation expense for all such RSGs of approximately $ 0.2 million and $ 0.05 million, and $ 0.4 million and $ 0.06 million, respectively.

Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations.

At June 30, 2024, there was $ 1.5 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans.

At September 30, 2024, there was $ 1.4 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans.

The remaining expense is expected to be recognized over a period of 2.3 years.

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Declaration Date

Payable to stockholders of record as of

Paid / Payable Date

25 unchanged sentences

June 25, 2024

July 12, 2024

July 25, 2024

August 5, 2024

July 12, 2024

August 23, 2024

September 5, 2024

July 12, 2024

September 25, 2024

October 4, 2024

Series A Preferred Special Dividend (2)

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June 25, 2024

July 12, 2024

July 25, 2024

August 5, 2024

July 12, 2024

August 23, 2024

September 5, 2024

July 12, 2024

September 25, 2024

October 4, 2024

(1) Holders of record of newly issued Series A Preferred Stock shares that are held only a portion of the applicable monthly dividend period will receive a prorated dividend based on the actual number of days in the applicable dividend period during which each such share of Series A Preferred Stock was outstanding.

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Holders of restricted stock, OP Units, LTIP Units and C-LTIP Units are entitled to receive “distribution equivalents” at the same time as dividends are paid to holders of the Company’s Class A common stock.

Distributions declared and paid for the six months ended June 30, 2024 were as follows (amounts in thousands):

Distributions declared and paid for the nine months ended September 30, 2024 were as follows (amounts in thousands):

Distributions

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Total Second Quarter

Third Quarter

Series A Preferred Stock (1)

Total Third Quarter

(1) Series A Preferred Stock amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value plus any special and enhanced special dividends .

Note 14 – Commitments and Contingencies

The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its loan, preferred equity and consolidated real estate investments was $ 17.4 million and $ 0.2 million at June 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the Company has contractual commitments to fund future cash obligations in certain of its loan and preferred equity investments in the aggregate of $ 7.8 million.

In addition, the Company has made a commitment to fund the total estimated project costs of $ 56.9 million for the development of Abode Wendell Falls, a 170 -unit build-to-rent development project in Wendell, North Carolina.

As of September 30, 2024, the remaining estimated project costs to complete Abode Wendell Falls is $ 50.0 million.

In connection with the Company moving its New York (Manhattan) headquarters, effective on May 31, 2024, the Company and an unaffiliated third-party landlord entered into a lease for separate corporate space (the “NY Premises Lease”) located at 919 Third Avenue, New York, New York (the “Future NY Premises”).

The NY Premises Lease will commence on the date of the landlord’s consent thereto, upon which such time the Company will record a right-of-use asset and lease liability on its consolidated balance sheets.

The Company expects the NY Premises Lease to commence in the fourth quarter 2024, with the Company occupying the Future NY Premises shortly thereafter.

The NY Premises Lease will commence on the date the landlord makes the space available to the Company, which is the date that is the earlier of (i) the landlord delivering the space to the Company with substantially all agreed upon improvements completed, or (ii) the Company using the space to conduct business or begin its own alterations or improvements.

Upon the date the lease commences, the Company will record a right-of-use asset and lease liability on its consolidated balance sheets.

The Company expects the NY Premises Lease to commence in December 2024, with the Company occupying the Future NY Premises shortly thereafter.

The Company is subject to various legal actions and claims arising in the ordinary course of business.

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Declaration Date

Payable to stockholders of record as of

Paid / Payable Date

Series A Preferred Stock (1)

July 12, 2024

July 25, 2024

August 5, 2024

July 12, 2024

August 23, 2024

September 5, 2024

July 12, 2024

September 25, 2024

October 14, 2024

October 25, 2024

November 5, 2024

October 14, 2024

November 25, 2024

December 5, 2024

October 14, 2024

December 24, 2024

January 3, 2025

Series A Preferred Enhanced Special Dividend

July 12, 2024

July 25, 2024

August 5, 2024

July 12, 2024

August 23, 2024

September 5, 2024

July 12, 2024

September 25, 2024

October 14, 2024

October 25, 2024

November 5, 2024

October 14, 2024

November 25, 2024

December 5, 2024

October 14, 2024

December 24, 2024

January 3, 2025

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Distributions Paid

The following distributions were declared and/or paid to the Company’s stockholders subsequent to June 30, 2024 (amounts in thousands):

The following distributions were declared and/or paid to the Company’s stockholders subsequent to September 30, 2024 (amounts in thousands):

Declaration Date

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Series A Preferred Stock (1)

April 12, 2024

June 25, 2024

Series A Preferred Stock (1)

July 12, 2024

July 25, 2024

August 5, 2024

September 25, 2024

October 4, 2024

Series A Preferred Stock (1)

October 14, 2024

October 25, 2024

November 5, 2024

(1) Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value and any enhanced special dividends.

Acquisition of Additional Interests in Navigator Villas

On July 30, 2024, the Company purchased the noncontrolling partner’s interest in Navigator Villas for $ 2.6 million, increasing the Company’s ownership in the joint venture entity from 90 % to 100 %.

Acquisition of Avenue Royale

On July 31, 2024, the Company acquired a 200 -unit single-family residential community located in Jacksonville, Florida known as Avenue Royale.

The Company has a full ownership interest in Avenue Royale, and the purchase price of $ 33.8 million was funded, in part, with a $ 23.7 million senior loan secured by Avenue Royale, along with cash of $ 12.9 million funded by the Company.

Sale of Navigator Villas

On August 7, 2024, the Company closed on the sale of Navigator Villas located in Pasco, Washington.

The property was sold for $ 36.4 million, subject to certain prorations and adjustments typical in such real estate transactions.

After deduction for the payoff of existing mortgage indebtedness encumbering the property in the amount of $ 19.5 million, the payment of early extinguishment of debt costs of $ 0.3 million, and closing costs and fees, the sale of Navigator Villas generated net proceeds of approximately $ 16.0 million.

ILE Financing

On October 1, 2024, the Company, along with its unaffiliated joint venture partner, ILE, entered into a $ 23.0 million floating rate loan, with a portion of the proceeds used to fully pay off the outstanding balance of the Amended ILE Sunflower Credit Facility (refer to Note 8 for further information).

The loan bears interest at one-month Term SOFR plus 2.85 %, subject to a 6.50 % rate floor, with interest-only monthly payments during the term of the loan.

The loan matures on October 1, 2027 and can be prepaid in part or in whole through October 1, 2026 subject to a prepayment penalty;

after such date, the loan can be prepaid without penalty.

KeyBank Credit Facility

On October 25, 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”).

The KeyBank Credit Facility provides for a revolving loan with a maximum commitment amount of $ 50.0 million.

Borrowings under the KeyBank Credit Facility bear interest per annum, at the Company’s option, at SOFR (Daily Simple or Term) plus 3.60 % or the base rate plus 2.50 % (base rate determined by reference to the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.50 %, and (iii) Adjusted Term SOFR for a one-month interest period plus 1.00 %).

The Company pays a fee on the unused portion of the KeyBank Credit Facility at an annual rate of 0.30 %.

The KeyBank Credit Facility matures on October 25, 2026;

however, borrowings under the KeyBank Credit Facility mature one-year from the date of funding, subject to certain minimum paydowns, and timing of such paydowns, pursuant to the terms of the KeyBank Credit Facility.

Borrowings can be prepaid, in whole or in part, without premium or penalty.

Acquisition of Amira at Westly

On October 31, 2024, the Company, through BR Amira DST, a Delaware statutory trust and a wholly owned subsidiary of its Operating Partnership (the “Amira DST”), acquired a 408 -unit single-family residential community located in Tampa, Florida known as Amira at Westly.

The purchase price of $ 103.0 million was funded with (i) a $ 56.7 million senior loan secured by Amira at Westly, (ii) borrowings of $ 36.0 million on the KeyBank Credit Facility, and (iii) cash of $ 14.5 million funded by the Company, inclusive of certain adjustments typical in such real estate transactions.

Amira at Westly is the first property acquired by the Company through a Delaware statutory trust to be part of a private placement offering through which interests in the Amira DST will be issued to third party accredited investors therein (as further described below).

Following the acquisition of Amira at Westly, the organizational structure with respect to the ownership of Amira at Westly is such that Amira at Westly is owned by the Amira DST, and the Amira DST is wholly owned by BHM Amira Investment Co, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Investment Co”).

BHM Amira Investment Co initially owns all Class 2 DST Interests in the Amira DST, which will be redeemed over time to permit the issuance of Class 1 DST Interests in the Amira DST to third party accredited investors therein as part of a private placement offering.

Amira at Westly is subject to a Master Lease Agreement with BHM Amira Leaseco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (“BHM Amira Leaseco”), pursuant to which the Company, through BHM Amira Leaseco, receives and is obligated to pay rent received from Amira at Westly to the Amira DST.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements