Bluerock Homes Trust, Inc. 10-K

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of Bluerock Homes Trust, Inc., and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Bluerock Homes Trust, Inc., a Maryland corporation, and, as required by context, Bluerock Residential Holdings, L.P., a Delaware limited partnership, which we refer to as our “Operating Partnership,” and to their subsidiaries. We refer to Bluerock Real Estate, L.L.C., a Delaware limited liability company, and its affiliate, Bluerock Real Estate Holdings, LLC, a Delaware limited liability company, together as “BRE,” and we refer to our external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company organized in 2022, as our “Manager.” Both BRE and our Manager are affiliated with us. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See also “Forward-Looking Statements” preceding Part I. 62 Table of Contents Overview We were incorporated as a Maryland corporation on December 16, 2021. We own and operate a portfolio of institutional residential properties including single-family homes, build-to-rent communities, and other residential communities located in attractive markets with a focus on the knowledge-economy and high-quality of life growth markets of the Sunbelt and Western United States. Our principal objective is to generate attractive risk-adjusted returns on investments where we believe we can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. Our 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 our return on investment. We have no employees and are supported by a related-party service agreement with the Manager (the “Management Agreement”). We are externally managed by the Manager, which manages our day-to-day operations under the Management Agreement. The current term of the Management Agreement expires October 6, 2025 and will be automatically renewed for a one-year term each year on October 6, unless previously terminated in accordance with the terms of the Management Agreement. The Manager is responsible for managing our affairs on a day-to-day basis and for identifying and making real estate investments on our behalf. Substantially all our business is conducted through our Operating Partnership, of which we are the sole general partner. As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments. The twenty-three investments represent an aggregate of 5,087 residential units, comprised of 3,453 consolidated units, of which 170 units are under development, and 1,634 units through preferred equity and loan investments, which includes planned units and those under development. As of December 31, 2024, our consolidated operating investments were approximately 91.6% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 94.0% occupied. We have elected to be treated, and currently qualify, as a real estate investment trust (“REIT”) for federal income tax purposes. As a REIT, we generally are not subject to corporate-level income taxes. To maintain our REIT status, we are required, among other requirements, to distribute annually at least 90% of our “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to our stockholders. If we fail to qualify as a REIT in any taxable year, we would be subject to federal income tax on our taxable income at regular corporate tax rates and we would not be permitted to qualify as a REIT for four years following the year in which we lost our qualification. Such an event could materially and adversely affect our net income and results of operations. We intend to continue to organize and operate in such a manner as to remain qualified as a REIT. Significant Developments Investment Activity Summary Provided below is a summary of our investment activity during the year ended December 31, 2024. Acquisition of Amira at Westly On October 31, 2024, we, through BR Amira DST, a Delaware statutory trust and a wholly owned subsidiary of our Operating Partnership (the “Amira DST”), acquired a 408-unit 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 a revolving credit facility, and (iii) cash of $14.5 million that we funded, inclusive of certain adjustments typical in such real estate transactions. Amira at Westly is the first property that we acquired 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 we, through BHM Amira Leaseco, receive and are obligated to pay rent received from Amira at Westly to the Amira DST. 63 Table of Contents Acquisition of Residential Communities In addition to the acquisition of Amira at Westly presented above, we acquired three operating residential communities as follows: Villas at Huffmeister with 294 units located in Houston, Texas and acquired through a 95% owned joint venture entity, Avenue at Timberlin Park with 200 units located in Jacksonville, Florida and acquired with full ownership interests, and Allure at Southpark with 350 units located in Charlotte, North Carolina and acquired through a 98.05% owned joint venture entity. The aggregate purchase price of these three communities was approximately $167.0 million. Preferred Equity and Loan Investment Summary We entered into three new joint venture agreements with unaffiliated third parties to develop build-to-rent, single-family residential units. We made commitments to invest capital for preferred equity interests in the three joint ventures as follows: (i) $5.3 million for 82 units located in Bluffton, South Carolina known as Indigo Cove, (ii) $7.0 million for 170 units located in Brunswick, Georgia known as River Ford, and (iii) $14.6 million for 224 units located in Wildwood, Florida known as Canvas at Wildwood. Of our aggregate commitment to invest approximately $26.9 million in the three joint ventures, $9.3 million had been funded as of December 31, 2024. In addition, we entered into an agreement with an unaffiliated third party to provide capital in the maximum aggregate amount of $30.1 million, all of which was funded during 2024, for 102 build-to-rent, single-family residential units in Charlotte, North Carolina known as Wayford at Pringle. Our investment in Wayford at Pringle is comprised of the following: (i) a debt security investment in the aggregate amount of $7.8 million, and (ii) a loan investment in the aggregate amount of $22.3 million. We held both a loan investment (the “Woods Loan”) and a preferred equity investment with unaffiliated third parties in The Woods at Forest Hill. The Woods Loan was fully paid off in the principal amount of $8.3 million, and our preferred equity investment in the principal amount of $5.6 million was fully redeemed. In addition, our remaining $1.7 million of preferred equity investment in Willow Park, which was redeemed in 2023 and collateralized by The Woods at Forest Hill and other investments held by the operating partnership of Peak Housing REIT (the “Peak REIT OP”), was received in full in 2024. Also, our remaining preferred equity investment in the Peak REIT OP, which was collateralized by single-family residential units collectively known as Peak Housing, in the principal amount of $10.6 million was fully redeemed. Sale of Navigator Villas Prior to the sale of the property, and to effectuate a tax-deferred exchange under Section 1031 of the Code, we purchased our joint venture partner’s interest in Navigator Villas for $2.9 million, inclusive of estimated post-close adjustments. On August 7, 2024, we 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. We recorded a loss on extinguishment of debt of $0.1 million related to the sale. Sale of Consolidated Operating Units We closed on the following sales: four units in the ILE portfolio, eleven units in the Indy-Springfield portfolio, twenty-three units in the Peak JV 2 portfolio, and sixty units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements. The ninety-eight units were sold for an aggregate of approximately $15.3 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $14.4 million and a gain on sales of approximately $1.8 million. 64 Table of Contents Held for Sale At December 31, 2024, we classified an aggregate of 167 units as held for sale in our consolidated balance sheets, and for the year ended December 31, 2024, we recorded an impairment of $3.3 million related to held for sale units which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statements of operations and comprehensive income. The 167 units classified as held for sale are all reported in our scattered single-family homes segment and are included in the following portfolios: 8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3. These units were identified based on submarket analysis and individual unit-level operational review. 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 our consolidated balance sheets. Series A Redeemable Preferred Stock During the year ended December 31, 2024, we issued 4,198,566 shares of 6.0% Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $25.00 per share (the “Stated Value”) under a continuous registered offering with net proceeds of approximately $92.9 million after (i) commissions, dealer manager fees and sales discounts of approximately $10.6 million, and (ii) costs related to establishing the offering of Series A Preferred Stock of approximately $1.5 million. As of December 31, 2024, we had issued a total of 4,635,241 shares of Series A Preferred Stock with total net proceeds of approximately $101.1 million after commissions, dealer manager fees, sales discounts and offering costs. During the year ended December 31, 2024, we, 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, we announced the payment of additional contingent special daily dividends with respect to our 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, we 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. Stockholders’ Equity Our total stockholders’ equity decreased $8.0 million from $147.4 million as of December 31, 2023 to $139.4 million as of December 31, 2024. The decrease in our total stockholders’ equity is primarily attributable to $2.2 million related to the acquisition of noncontrolling interests, preferred dividends declared of $4.0 million, and an adjustment of $2.3 million for noncontrolling interest ownership in the Operating Partnership, partially offset by net income of $0.4 million. Industry Outlook The residential rental industry has historically been more resilient to economic cycles than other commercial real estate sectors and is currently benefiting from significant industry tailwinds that began during the pandemic. We believe industry dynamics present a compelling investment opportunity for us, including: ● Renting currently represents a significant cost saving to homeownership, and the recent increases in both housing prices and mortgage rates has exacerbated the difference. This is expected to continue into the future and will force the millennial generation to rent for longer as they enter their household formation years. ● Demand fundamentals are strong and strengthening further, particularly from rental-biased and debt-burdened millennials now reaching peak homeownership age. We believe that a continued upswing in propensity to rent, coupled with the limited and descending supply of housing options, signals significant opportunity in the residential rental industry. 65 Table of Contents ● Residential rental production has been below historical levels since the end of the Great Financial Crisis. This, couple with lack of new housing supply and a significant decrease in apartment construction following 2024 should create a goldilocks environment for the residential rental industry providing landlords with significant pricing power due to a strong imbalance of supply and demand. Results of Operations Note 3 “Acquisition of Real Estate”; Note 4 “Sale of Real Estate Assets and Held for Sale Real Estate Assets”; Note 5 “Investments in Real Estate”; Note 6 “Notes and Interest Receivable”; and Note 7 “Preferred Equity Investments,” to our Consolidated Financial Statements provide discussion of our various purchases and sales of consolidated investments, and our loan and preferred equity investments. These transactions have resulted in material changes to the presentation of our financial statements. The following is a summary of our consolidated real estate investments as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Occupancy – ​ ​ ​ ​ ​ Number of ​ Average Year ​ Ownership ​ Average ​ Occupancy – ​ Excluding Held for ​ Operating Investment Name Market / Location Units (1) Built Interest Rent (2) All Units (3) ​ Sale/Reno Units (4) ​ Scattered Single-Family Homes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ballast AZ / CO / WA 84 1998 95 % $ 2,077 97.6 % 97.6 % Golden Pacific IN / KS / MO 169 1977 97 % 1,788 97.6 % 97.6 % ILE ​ TX / SE US ​ 478 ​ 1991 ​ 95 % ​ 1,871 ​ 89.7 % 91.5 % Indy-Springfield IN / MO 323 1999 100 % 1,337 93.8 % 96.2 % Peak JV 2 Various / TX 573 1981 80 % 1,322 88.0 % 92.9 % Peak JV 3 Dallas-Fort Worth, TX 90 1959 56 % 1,286 60.0 % — ​ Savannah-84 Savannah, GA 84 2022 100 % 1,823 92.9 % 92.9 % Total Scattered Single-Family Homes / Average ​ 1,801 ​ ​ ​ $ 1,579 89.7 % 93.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allure at Southpark Charlotte, NC 350 2014 98 % $ 1,724 92.3 % 92.3 % Amira at Westly ​ Tampa, FL ​ 408 ​ 1999/2023 ​ 93 % ​ 1,945 ​ 92.6 % 92.9 % Avenue at Timberlin Park ​ Jacksonville, FL ​ 200 ​ 2001 ​ 100 % ​ 1,613 ​ 95.0 % 95.5 % Villas at Huffmeister ​ Houston, TX ​ 294 ​ 2007 ​ 95 % ​ 1,560 ​ 94.6 % 94.9 % Wayford at Concord ​ Concord, NC ​ 150 ​ 2019 ​ 83 % ​ 2,166 ​ 95.3 % 96.0 % Yauger Park Villas ​ Olympia, WA ​ 80 ​ 2010 ​ 95 % ​ 2,433 ​ 98.8 % 98.8 % Total Residential Communities Units / Average ​ ​ ​ 1,482 ​ ​ ​ ​ ​ $ 1,840 ​ 93.9 % 94.1 % Total Operating Units / Average ​ ​ ​ 3,283 ​ ​ ​ ​ ​ $ 1,689 ​ 91.6 % 94.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Development Investment Name ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential Communities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Abode Wendell Fall (5) ​ Wendell, NC ​ 170 ​ — ​ 100 % ​ — ​ — ​ — ​ Total Development Units ​ ​ 170 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Units ​ ​ ​ 3,453 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) Total operating units includes an aggregate of 167 units classified as held for sale, with such units included in the following portfolios: 8 units of ILE, 37 units of Indy-Springfield, 32 units of Peak JV 2, and all 90 units of Peak JV 3. (2) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the three months ended December 31, 2024. (3) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2024 divided by (ii) total number of units, expressed as a percentage. (4) Percent occupied is calculated as (i) the number of units occupied as of December 31, 2024 divided by (ii) total number of units, expressed as a percentage, and excludes 167 units classified as held for sale and an aggregate of 7 down/renovation units. 66 Table of Contents (5) Abode Wendell Falls is a build-to-rent development project that commenced construction in 2024. The following is a summary of our consolidated operational results by reportable segment for the years ended December 31, 2024 and 2023 ($ in thousands, except average rental rates): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ 2023 Variance Scattered single-family homes ​ $ 32,135 ​ $ 31,411 ​ 2.3 % Residential communities ​ ​ 16,449 ​ ​ 9,588 ​ 71.6 % Rental and other property revenues ​ $ 48,584 ​ $ 40,999 ​ 18.5 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 17,194 ​ $ 16,058 ​ 7.1 % Residential communities ​ ​ 6,950 ​ ​ 3,106 ​ 123.8 % Property operating expenses ​ $ 24,144 ​ $ 19,164 ​ 26.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 14,941 ​ $ 15,353 ​ -2.7 % Residential communities ​ ​ 9,499 ​ ​ 6,482 ​ 46.5 % Net operating income ​ $ 24,440 ​ $ 21,835 ​ 11.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ ​ 90.2 % ​ 91.0 % (80) bps Residential communities ​ ​ 95.1 % ​ 95.5 % (40) bps Average occupancy percentage (1)(2) ​ 91.7 % 91.8 % (10) bps ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Scattered single-family homes ​ $ 1,556 ​ $ 1,487 ​ 4.6 % Residential communities ​ ​ 1,815 ​ ​ 1,939 ​ -6.4 % Average rental rate (2)(3) ​ $ 1,638 ​ $ 1,569 ​ 4.4 % (1) Represents the average of the ending occupancy as of the last day of each month in the year presented for all units in our consolidated portfolio. (2) The amount presented for 2024 includes Navigator Villas through July 2024. Navigator Villas was sold in August 2024. (3) Represents the average of the ending average effective rent per occupied unit as of the last day of each month in the year presented. 67 Table of Contents The following is a summary of our preferred equity and loan investments as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Actual/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Actual/ ​ Estimated ​ ​ ​ ​ Actual/ ​ Actual/ ​ Actual/ ​ ​ ​ ​ ​ ​ ​ ​ ​ Planned ​ Construction ​ ​ ​ ​ Estimated ​ Estimated ​ Estimated ​ ​ ​ Estimated ​ ​ ​ ​ Number ​ Cost ​ Cost to Date ​ Construction ​ Initial ​ Construction ​ ​ ​ Average Lease-up Investment Name ​ Location / Market ​ of Units ​ (in millions) ​ (in millions) ​ Cost Per Unit ​ Occupancy ​ Completion ​ % Occupied ​ Rent (1) Willow Park Willow Park, TX 58 $ 17.1 $ 17.1 $ 294,828 2Q 2022 ​ 3Q 2023 87.9 % $ 2,362 The Cottages at Myrtle Beach Myrtle Beach, SC 294 ​ ​ 63.2 ​ ​ 63.2 ​ ​ 214,966 2Q 2023 ​ 4Q 2023 72.1 % ​ 1,743 The Cottage of Port St. Lucie Port St. Lucie, FL 286 ​ 69.6 ​ 69.5 ​ 243,357 2Q 2023 ​ 2Q 2024 85.7 % 2,133 Chandler (2) ​ Chandler, AZ 208 ​ 48.2 ​ 48.2 ​ 231,731 2Q 2024 ​ 3Q 2024 46.6 % 1,920 Wayford at Innovation Park (3) ​ Charlotte, NC ​ 210 ​ ​ 62.0 ​ ​ 58.7 ​ ​ 295,238 ​ 3Q 2023 ​ 4Q 2024 ​ 64.3 % ​ 1,994 Wayford at Pringle Charlotte, NC 102 ​ 37.2 ​ 37.2 ​ 364,706 1Q 2024 ​ 4Q 2024 85.3 % 2,453 Total Lease-up Units ​ 1,158 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Development Investment Name (4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indigo Cove ​ Bluffton, SC 82 ​ 30.2 ​ 8.3 ​ 368,293 4Q 2025 ​ 1Q 2026 — ​ 3,095 River Ford ​ Brunswick, GA 170 ​ 51.6 ​ 10.6 ​ 303,529 4Q 2025 ​ 1Q 2027 — ​ ​ 2,004 Canvas at Wildwood ​ Wildwood, FL ​ 224 ​ ​ 60.3 ​ ​ 9.3 ​ ​ 269,196 ​ 4Q 2026 ​ 4Q 2027 ​ — ​ ​ 1,937 Total Development Units ​ ​ ​ 476 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Units/Average ​ ​ 1,634 ​ ​ ​ ​ ​ ​ $ 2,072 (1) Represents the average pro forma effective monthly rent per occupied unit for all expected occupied units upon stabilization. (2) Chandler commenced lease-up in June 2024. (3) Wayford at Innovation Park commenced lease-up in August 2023. (4) None of the development investments had commenced lease-up as of December 31, 2024. Year ended December 31, 2024 as compared to the year ended December 31, 2023 Revenue Rental and other property revenues increased $ 7.6 million, or 18%, to $48.6 million for the year ended December 31, 2024 as compared to $41.0 million for the same prior year period. The increase was primarily due to: (i) the acquisition of 294 units at Villas at Huffmeister during the first quarter 2024, 200 units at Avenue at Timberlin Park during the third quarter 2024, 408 units at Amira at Westly and 350 units at Allure at Southpark during the fourth quarter 2024, and (ii) rental rate improvement from our active management and organic market rent growth. The increase was partially offset by the sale of 176 units at Navigator Villas and 151 single-family units in our portfolio since January 1, 2023. Our average rent per occupied unit increased $69, or 4.4%, to $1,638 as compared to $1,569 during the prior year period. Average occupancy decreased 10 basis points from 91.8% to 91.7% on a year over year basis. 68 Table of Contents Interest income from loan investments amounted to $1.6 million for the year ended December 31, 2024 as compared to $0.1 million for the same prior year period due to three new loan investments, one of which was fully paid off during the year ended December 31, 2024. Expenses Property operating expenses increased $ 4.9 million, or 26%, to $24.1 million for the year ended December 31, 2024 as compared to $19.2 million for the same prior year period. The increase was primarily due to: (i) the acquisition of 294 units at Villas at Huffmeister during the first quarter 2024, 200 units at Avenue at Timberlin Park during the third quarter 2024, 408 units at Amira at Westly and 350 units at Allure at Southpark during the fourth quarter 2024, and (ii) an increase in turnover expense subsequent to initial renovation completed on units in previous years. The increase was partially offset by the sale of 176 units at Navigator Villas and 151 single-family units since January 1, 2023. Property management and asset management fees expense were $ 4.7 million for the year ended December 31, 2024 as compared to $4.4 million in the same prior year period. Property management fees are based on a stated percentage of property revenues and asset management fees are based on a stated percentage of capital contributions or assets under management, where applicable. General and administrative expenses amounted to $10.6 million for the year ended December 31, 2024 as compared to $8.0 million for the same prior year period. Of the $10.6 million total expense for the year ended December 31, 2024, $6.2 million related to direct costs incurred by us, while the remaining $4.4 million related to the operating expense reimbursement to our Manager, which included rent, utilities, accounting and legal services, and IT expenses. The expense reimbursement to our Manager included an increase of $2.1 million related to accounting and legal services compared to the same prior year period. Prior to the fourth quarter 2023, the Manager elected to not seek reimbursement for legal and accounting services during our first year of operations. Commencing with the operating expense reimbursement for the first quarter 2024, we paid the operating expense reimbursement to the Manager entirely in cash; prior to the first quarter 2024, we paid the full operating expense reimbursement to the Manager through the issuance of C-LTIP Units. Management fees to related party amounted to $9.1 million for the year ended December 31, 2024 as compared to $7.9 million for the same prior year period. The increase was due to an increase in equity primarily from our continuous registered offering of Series A Preferred Stock, which began in the third quarter of 2023. For the first three quarters of 2024, we paid the base management fee to the Manager as one half (50%) in C-LTIP Units and the remainder in cash, and for the fourth quarter of 2024, we will pay $0.2 million of the base management fee in C-LTIP Units with the remainder in cash. Prior to the first quarter of 2024, we paid the full base management fee to the Manager through the issuance of C-LTIP Units Acquisition and other transaction costs amounted to $0.3 million for the year ended December 31, 2024 as compared to $1.8 million for the same prior year period. Acquisition costs can vary greatly, and the costs incurred in any given period may be significantly different in future periods. The 2023 expense primarily relates to the transition of property management services for over 1,000 homes. Weather-related losses amounted to $0.2 million for the year ended December 31, 2024 as compared to zero for the same prior year period. The 2024 expense primarily relates to hurricane damage in Texas. Depreciation and amortization expenses were $19.9 million for the year ended December 31, 2024 as compared to $16.2 million for the same prior year period, with the increase primarily due to the acquisition of Villas at Huffmeister during the first quarter 2024, Avenue at Timberlin Park during the third quarter 2024, and Amira at Westly and Allure at Southpark during the fourth quarter 2024. The increase was partially offset by the sale of Navigator Villas and single-family units in our portfolio since January 1, 2023. Other Income and Expense Other income and expense amounted to income of $6.6 million for the year ended December 31, 2024 compared to income of $0.6 million for the same prior year period. This was primarily due to a $11.5 million increase in gain on sales of real estate investments and a $2.8 million increase in interest income from our short-term cash investments. These income sources were partially offset by a $5.0 million net increase in interest expense primarily attributable to a decrease in the fair value of the interest rate caps and swaps and an increase in the outstanding debt to $381.6 million at December 31, 2024 as compared to $166.7 million at December 31, 2023, and a $3.4 million increase in impairment on real estate. 69 Table of Contents Net Operating Income We believe that net operating income (“NOI”) is a useful measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. NOI also is a computation made by analysts and investors to measure a real estate company’s operating performance. We believe that this measure provides an operating perspective not immediately apparent from operating income or net income prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). NOI allows us to evaluate the operating performance of our properties because it measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as a supplemental measure of our financial performance. The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI, as computed in accordance with GAAP for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Net loss attributable to common stockholders ​ $ (4,234) ​ $ (4,503) Add back: Net loss attributable to Operating Partnership Units ​ (9,232) ​ (8,996) Net loss attributable to common stockholders and unit holders ​ (13,466) ​ (13,499) Net loss attributable to partially owned properties’ noncontrolling interests ​ (2,891) ​ (2,398) Real estate depreciation and amortization ​ 19,810 ​ 16,023 Non-real estate depreciation and amortization ​ 140 ​ 200 Non-cash interest expense ​ 1,755 ​ 2,775 Unrealized loss on derivatives ​ 3,885 ​ 2,933 (Recovery of) provision for credit losses ​ (93) ​ 174 Property management and asset management fees ​ 4,715 ​ 4,416 Management fees to related party ​ 9,111 ​ 7,922 Acquisition and other transaction costs ​ 255 ​ 1,820 Corporate operating expenses ​ 10,582 ​ 7,959 Weather-related losses, net ​ 170 ​ (17) Loss on extinguishment of debt costs ​ 151 ​ — Interest income ​ (5,424) ​ (2,609) Preferred stock dividends ​ 4,022 ​ 130 Preferred stock accretion ​ 244 ​ — Other income, net ​ (330) ​ (679) Income from preferred equity investments ​ ​ (11,937) ​ ​ (11,632) Interest income from loan investments ​ ​ (1,630) ​ ​ (94) (Gain) on sale and impairment of real estate investments, net ​ (7,081) ​ 1,017 Total property income ​ ​ 11,988 ​ ​ 14,441 Add back: Interest expense ​ 12,452 ​ 7,394 Net operating income ​ $ 24,440 ​ $ 21,835 ​ Liquidity and Capital Resources Liquidity is a measure of our ability to meet potential cash requirements, both short- and long-term. Our primary short-term liquidity requirements historically have related to (i) our operating expenses and other general business needs, (ii) investments in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, (v) ongoing commitments to repay borrowings, including our revolving credit facilities and our maturing debt, and (vi) Class A common stock repurchases under our stock repurchase plan. 70 Table of Contents Our ability to access capital on favorable terms as well as to use cash from operations to continue to meet our short-term liquidity needs could be affected by various risks and uncertainties, including the risks detailed in Part I, Item 1A titled “Risk Factors”. While consolidated occupancy excluding units classified as held for sale and down/renovation units remains strong at 94.0% as of December 31, 2024, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants. In addition, in October 2024, we launched a program to sponsor and raise capital through private placement offerings of Delaware statutory trusts (each, a “DST”) holding residential properties (collectively, the “DST Program”). We expect that the DST Program will give us the opportunity to expand and diversify our capital raise strategies by offering what we believe to be an attractive investment product for investors that may be seeking replacement properties to complete like-kind exchange transactions and create future pipeline acquisition opportunities. In conjunction with the DST Program, our Operating Partnership has issued certain non-interest bearing demand notes in relation to its role as the master tenant (the “Master Tenant”) under certain master leases (the “Master Leases”) related to the DST Program (the “Demand Notes”), which could be called upon if the net operating cash flow is insufficient to pay the rent required under the Master Leases (subject to limited deferral rights) or satisfy its other obligations under the Master Leases. As compensation for the Operating Partnership’s obligations under the Master Leases, we will share in the rent paid by the tenants of the underlying properties in accordance with the waterfall set forth in the applicable Master Lease. As of December 31, 2024, we had one offering in our DST Program and had raised $4.5 million in offering proceeds of the $66.0 million total offering, issued a demand note of $0.7 million, and had $103.4 million in total net real estate investments associated with the DST Program. In conjunction with sponsoring of the DST Program, our Operating Partnership is granted an option to acquire DST Interests from the DST Program’s beneficial owners at a later date for an aggregate value equal to such beneficial owner’s pro rata share of the appraised value of the properties, as determined by an independent appraisal firm, less any indebtedness encumbering such beneficial owner’s DST Interest or the beneficial owner’s pro rata share of any indebtedness encumbering the properties, which will be assumed or paid off by our Operating Partnership. In general, we believe our available cash balances, cash flows from operations, proceeds from the offering of our Series A Preferred Stock, proceeds from the Amended DB Credit Facility and KeyBank Credit Facility (as hereinafter defined, and collectively, the “revolving credit facilities”), proceeds from our DST Program, proceeds from future mortgage debt financings for acquisitions and/or development projects, and other financing arrangements will be sufficient to fund our liquidity requirements with respect to our existing portfolio for the next 12 months. In general, we expect that our results related to our existing portfolio will improve in future periods as a result of anticipated future investments in and acquisitions of residential properties and build-to-rent communities. We believe we will be able to meet our primary liquidity requirements going forward through, among other sources: ● $115.2 million in cash available at December 31, 2024; ● capacity of $79 million, of which approximately $13 million was available at December 31, 2024, on our revolving credit facilities; ● proceeds from future mortgage debt financings for acquisition and/or development projects; ● cash generated from operating activities; and ● proceeds from the offering of our Series A Preferred Stock and potential offerings of common and preferred stock, as well as issuances of units of limited partnership interest in our Operating Partnership (“OP Units”). 71 Table of Contents The following table summarizes our contractual obligations as of December 31, 2024 related to our mortgage notes secured by our properties and revolving credit facilities. At December 31, 2024, our estimated future required payments on these obligations were as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ 2025 ​ 2026-2027 ​ 2028-2029 ​ Thereafter Mortgages Payable (Principal) ​ $ 260,598 ​ $ 1,871 ​ $ 60,759 ​ $ 86,152 ​ $ 111,816 Revolving Credit Facilities ​ 121,000 ​ 121,000 ​ — ​ — ​ — Estimated Interest Payments on Mortgages Payable and Revolving Credit Facilities ​ 74,205 ​ 16,198 ​ 25,157 ​ 18,991 ​ 13,859 Total ​ $ 455,803 ​ $ 139,069 ​ $ 85,916 ​ $ 105,143 ​ $ 125,675 ​ Estimated interest payments are based on the stated rates for mortgage notes payable assuming the interest rate in effect for the most recent quarter remains in effect through the respective maturity dates. As of December 31, 2024, we had contractual commitments to fund future cash obligations in certain of our preferred equity investments and loan investments in the aggregate of $17.6 million and zero, respectively. In addition, we 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 December 31, 2024, the remaining estimated project costs to complete Abode Wendell Falls was $49.4 million. As equity capital market conditions permit, we may supplement our capital for short-term liquidity needs with proceeds of potential offerings of our common and preferred stock, as well as the issuance of OP Units. Given the significant volatility in the trading price of REIT equities and our otherwise stable financial condition and liquidity position, we cannot provide assurances that these offerings are a likely source of capital to meet short-term liquidity needs. On February 13, 2024, our Board authorized a stock repurchase plan that provided for the repurchase, from time to time, of up to an aggregate of $5 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act. The repurchase plan had a term of one year and ended in February 2025. We made no repurchases of our Class A common stock under the stock repurchase plan. Our Board did authorize a new stock repurchase plan in late February 2025; refer to Subsequent Events further below in this section for additional information. Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development projects, (ii) repayment of long-term debt and our revolving credit facilities, (iii) capital expenditures, and (iv) cash redemption requirements related to our Series A Preferred Stock, and (v) Class A common stock repurchases under our stock repurchase plan. We intend to finance our long-term liquidity requirements with net proceeds of additional issuances of common and preferred stock, including issuances in connection with the continuous registered offering of our Series A Preferred Stock, our revolving credit facilities, our DST Program, as well as future acquisition or project-based borrowings. Our success in meeting these requirements will therefore depend upon our ability to access capital. Further, our ability to access equity capital is dependent upon, among other things, general market conditions for REITs and the capital markets in general, market perceptions about us and our asset class, and current trading prices of our securities. As we did in the year ended December 31, 2024, we may also selectively sell consolidated operating assets at appropriate times, which would be expected to generate cash sources for both our short-term and long-term liquidity needs. 72 Table of Contents We may also meet our long-term liquidity needs through borrowings from a number of sources, either at the corporate or project level. In December 2023, we entered into an amended and restated credit agreement with Deutsche Bank Securities, Inc. and a syndicate of other lenders, which provides for a revolving loan with a maximum commitment amount of $150 million (the “Amended DB Credit Facility”). In addition, in October 2024, we entered into a credit agreement with KeyBank National Association and a syndicate of other lenders, which provides for a revolving loan with a maximum commitment amount of $50 million (the “KeyBank Credit Facility”). We believe our revolving credit facilities will serve as our primary debt source that will continue to enable us to deploy our capital more efficiently and provide capital structure flexibility as we grow our asset base. In addition to restrictive covenants, our revolving credit facilities contain material financial covenants. At December 31, 2024, we were in compliance with all covenants under our credit facilities. We will continue to monitor the debt markets, including Fannie Mae and Freddie Mac, and as market conditions permit, access borrowings that are advantageous to us. If we are unable to obtain financing on favorable terms or at all, we would likely need to curtail our investment activities, including acquisitions and improvements to and developments of real properties, which could limit our growth prospects. This, in turn, could reduce cash available for distribution to our stockholders and may hinder our ability to raise capital by issuing more securities or borrowing more money. We also may be forced to dispose of assets at inopportune times to maintain REIT qualification and Investment Company Act exemption. We expect to maintain a distribution on our Series A Preferred Stock in accordance with the terms which require monthly dividends. While our distributions through December 31, 2024 have been paid from cash flow from operations and in accordance with our policy, distributions in the future may be paid from cash flow from operations, proceeds from the offering of our Series A Preferred Stock, proceeds from the DST Program, the sales of assets, and additional sources, such as from borrowings. We have notes receivable in conjunction with properties that are in lease-up. To date, these investments have been structured as senior loans, and in the future, we may also provide mezzanine financing to these types of projects. The notes receivable provide a current stated return and require repayment based on a fixed maturity date. If the property does not repay the notes receivable upon maturity, our income, FFO, CFFO and cash flows could be reduced below the stated returns currently being recognized if the property does not produce sufficient cash flow to pay its operating expenses and debt service, or to refinance its debt obligations. We also have preferred equity interests in properties that are in various stages of development and in lease-up, and our preferred equity investments are structured to provide a current and/or accrued preferred return during all phases. Each joint venture in which we own a preferred equity interest is required to redeem our preferred equity interests, plus any accrued preferred return, based on a fixed maturity date, generally in relation to the property’s construction loan or mortgage loan maturity. Upon redemption of the preferred equity interests, our income, FFO, CFFO and cash flows could be reduced below the preferred returns currently being recognized. Alternatively, if the joint ventures do not redeem our preferred membership interest when required, our income, FFO, CFFO and cash flows could be reduced if the development project does not produce sufficient cash flow to pays its operating expenses, debt service and preferred return obligations. As we evaluate our capital position and capital allocation strategy, we may consider alternative means of financing our development loan and preferred equity investment activities at the subsidiary level. Off-Balance Sheet Arrangements As of December 31, 2024, we have off-balance sheet arrangements that may have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures. As of December 31, 2024, we own investments in eight joint ventures that are accounted for as available-for-sale debt securities. Cash Flows Cash Flows from Operating Activities As of December 31, 2024, we held twenty-three real estate investments, consisting of fourteen consolidated investments and nine preferred equity and loan investments, with the twenty-three investments representing an aggregate of 5,087 residential units. During the year ended December 31, 2024, net cash provided by operating activities was $9.1 million after net loss of $12.1 million was adjusted for the following: ● non-cash items of $16.6 million; ● distributions of income and income from preferred equity investments of $2.3 million; 73 Table of Contents ● an increase in accounts payable and other accrued liabilities of $1.9 million; and ● a decrease in accounts receivable, prepaids and other assets of $1.3 million; offset by ● a decrease in due from affiliates, net of $0.6 million; and ● an increase in notes and accrued interest receivable of $0.3 million. Cash Flows from Investing Activities During the year ended December 31, 2024, net cash used in investing activities was $224.9 million, primarily due to the following: ● $248.2 million used in acquiring consolidated real estate investments; ● $39.4 million used in acquiring investments in preferred equity investments and notes receivable; ● $9.3 million used on capital expenditures; and ● $2.7 million paid for an interest rate cap; offset by ● $50.0 million of proceeds from the sale of real estate investments. ● $16.2 million of proceeds from the redemption of preferred equity investments; ● $8.3 million of repayments of notes receivable; and ● $0.1 million of insurance proceeds related to real estate investments. Cash Flows from Financing Activities During the year ended December 31, 2024, net cash provided by financing activities was $260.7 million, primarily due to the following: ● net borrowings of $158.5 million on mortgages payable; ● net proceeds of $92.9 million from the issuance of Series A Preferred Stock; ● proceeds of $71.0 million from borrowings on revolving credit facilities; and ● capital contributions of $5.9 million from partially owned properties’ noncontrolling interests; offset by ● $22.3 million of repayments of our mortgages payable; ● $20.0 million of repayments on revolving credit facilities; ● $8.5 million of distributions to noncontrolling interests; ● $6.3 million in deferred financing costs; ● $3.9 million of distributions to common stockholders; ● $3.5 million in cash distributions paid to preferred stockholders; ● $2.9 million for purchase of interests from noncontrolling interests; and ● $0.1 million in cash distributions paid to partially owned properties’ noncontrolling interests. Year ended December 31, 2024 as compared to the year ended December 31, 2023 Operating Activities Net cash flow provided by operating activities decreased $4.8 million in 2024 compared to 2023 primarily due to: ● decrease in net distributions of income and income from preferred equity investments of $3.1 million; ● operating income, adjusted for non-cash activity, decreased $3.0 million; ● decrease in amounts due to affiliates, net of $1.9 million; ● decrease in accounts receivable, prepaid expenses and other assets of $1.5 million; and ● increase in notes and accrued interest receivable of $0.2 million; offset by ● increase in accounts payable and other accrued liabilities of $1.9 million. 74 Table of Contents Investing Activities Net cash used in investing activities increased $199.2 million in 2024 compared to 2023 primarily due to: ● net increase in acquisition of real estate investments and capital expenditures of $237.1 million; ● lower proceeds from redemption of preferred equity investments of $9.6 million; ● increase in investment in notes receivable of $4.6 million; and ● increase in purchase of interest rate cap of $2.7 million; offset by ● higher proceeds from the sales of real estate investments of $41.0 million; ● increased repayments on notes receivable of $8.3 million; and ● lower investments in preferred equity investments of $5.5 million. Financing Activities Net cash provided by financing activities increased $245.1 million in 2024 compared to 2023 primarily due to: ● increase in mortgage borrowings of $158.5 million; ● increase in net proceeds from the Series A Preferred Offering of $84.2 million; ● increase in proceeds from credit facilities of $50.0 million; ● increase in contributions from noncontrolling interests of $5.5 million; ● increase in the purchase of noncontrolling interests of $2.2 million; and ● decrease in distributions paid to partially owned properties’ noncontrolling interests $0.2 million; offset by ● increase in net mortgage repayments of $20.8 million; ● increase in distributions paid of $15.8 million; ● increase in revolving credit facility repayments of $14.0 million; and ● increase in deferred financing fees of $4.9 million. Capital Expenditures The following table summarizes our total capital expenditures incurred for the years ended December 31, 2024 and 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 New development ​ $ 986 ​ $ — Redevelopment/renovations ​ 4,266 ​ 4,551 Routine capital expenditures ​ ​ 3,982 ​ ​ 3,193 Normally recurring capital expenditures ​ 629 ​ 436 Total capital expenditures ​ $ 9,863 ​ $ 8,180 ​ New development represents the expenditures for the planning, land development, and construction of residential homes and communities. Redevelopment and renovation costs are non-recurring capital expenditures for significant projects such as preparing a unit for rental. The renovation work varies, but may include flooring, cabinetry, paint, plumbing, appliances and other items required to make the unit rent ready. Routine capital expenditures are necessary non-revenue generating improvements that extend the useful life of the property, such as roof repairs and concrete work/asphalt resurfacing. Normally recurring capital expenditures are necessary non-revenue generating improvements that occur on a regular ongoing basis, such as flooring and appliances. Funds from Operations and Core Funds from Operations Attributable to Common Stockholders and Unit Holders We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and core funds from operations (“CFFO”) are important non-GAAP supplemental measures of operating performance for a REIT. 75 Table of Contents FFO attributable to common stockholders and unit holders is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the NAREIT definition, as net income (loss), computed in accordance with GAAP, excluding gains or losses on sales of depreciable real estate property, plus depreciation and amortization of real estate assets, plus impairment write-downs of certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity. Adjustments for notes receivable, preferred equity investments and joint ventures will be calculated to reflect FFO on the same basis. CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition and other transaction costs, non-cash interest, unrealized gains or losses on derivatives, provision for (recovery of) credit losses, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, equity compensation expense, and preferred stock accretion. We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations. As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential. Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition and other transaction costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO and CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and CFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs. Neither FFO nor CFFO is equivalent to net income (loss), including net income (loss) attributable to common stockholders, or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and CFFO do not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor CFFO should be considered as an alternative to net income, including net income (loss) attributable to common stockholders, as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity. 76 Table of Contents The table below presents our calculation of FFO and CFFO for the years ended December 31, 2024 and 2023 ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Net loss attributable to common stockholders ​ $ (4,234) ​ $ (4,503) Add back: Net loss attributable to Operating Partnership Units ​ ​ (9,232) ​ (8,996) Net loss attributable to common stockholders and unit holders ​ ​ (13,466) ​ (13,499) ​ ​ ​ ​ ​ ​ ​ Real estate depreciation and amortization ​ ​ 19,810 ​ 16,023 (Gain) on sale and impairment of real estate investments, net ​ ​ (7,081) ​ 1,017 Adjustment for partially owned properties’ noncontrolling interests ​ ​ (2,245) ​ (2,215) FFO attributable to common stockholders and unit holders ​ (2,982) ​ 1,326 ​ ​ ​ ​ ​ ​ ​ Acquisition and other transaction costs ​ 255 ​ 1,820 Non-cash interest expense ​ 1,755 ​ 2,775 Unrealized loss on derivatives ​ 3,885 ​ 2,933 (Recovery of) provision for credit losses, net ​ (93) ​ 174 Weather-related losses, net ​ ​ 170 ​ ​ (17) Loss on extinguishment of debt costs ​ 151 ​ — Non-real estate depreciation and amortization ​ 140 ​ 200 Other income, net ​ (330) ​ (679) Non-cash equity compensation ​ 6,872 ​ 13,040 Preferred stock accretion ​ 244 ​ — Adjustment for partially owned properties’ noncontrolling interests ​ (387) ​ (627) CFFO attributable to common stockholders and unit holders ​ $ 9,680 ​ $ 20,945 ​ ​ ​ ​ ​ ​ ​ Per Share and Unit Information: ​ ​ ​ ​ FFO attributable to common stockholders and unit holders – diluted ​ $ (0.24) ​ $ 0.12 CFFO attributable to common stockholders and unit holders – diluted ​ $ 0.79 ​ $ 1.82 ​ ​ ​ ​ ​ ​ ​ Weighted average common shares and units outstanding – diluted ​ 12,247,598 ​ 11,537,120 ​ Operating cash flow, FFO and CFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO and CFFO. Presentation of this information is intended to assist the reader in comparing the sustainability of the operating performance of different REITs, although it should be noted that not all REITs calculate FFO or CFFO the same way, so comparisons with other REITs may not be meaningful. FFO or CFFO should not be considered as an alternative to net income (loss) attributable to common stockholders or as an indication of our liquidity, nor is either indicative of funds available to fund our cash needs, including our ability to make distributions. Both FFO and CFFO should be reviewed in connection with other GAAP measurements. 77 Table of Contents Distributions ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date Record Date Amount Paid / Payable Date Class A common stock Special Dividend ​ December 19, 2023 ​ December 29, 2023 ​ $ 1.00 ​ January 5, 2024 Class C common stock Special Dividend ​ ​ ​ ​ ​ ​ December 19, 2023 ​ December 29, 2023 ​ $ 1.00 ​ January 5, 2024 Series A Preferred Stock (1) ​ ​ ​ ​ ​ ​ October 13, 2023 ​ December 22, 2023 ​ $ 0.125 ​ January 5, 2024 January 15, 2024 ​ January 25, 2024 ​ 0.125 ​ February 5, 2024 January 15, 2024 ​ February 23, 2024 ​ 0.125 ​ March 5, 2024 January 15, 2024 ​ March 25, 2024 ​ 0.125 ​ April 5, 2024 April 12, 2024 ​ April 25, 2024 ​ 0.125 ​ May 3, 2024 April 12, 2024 ​ May 24, 2024 ​ 0.125 ​ June 5, 2024 April 12, 2024 ​ June 25, 2024 ​ ​ 0.125 ​ July 5, 2024 July 12, 2024 ​ July 25, 2024 ​ ​ 0.125 ​ August 5, 2024 July 12, 2024 ​ August 23, 2024 ​ 0.125 ​ September 5, 2024 July 12, 2024 ​ September 25, 2024 ​ ​ 0.125 ​ October 4, 2024 October 14, 2024 ​ October 25, 2024 ​ ​ 0.125 ​ November 5, 2024 October 14, 2024 ​ November 25, 2024 ​ ​ 0.125 ​ December 5, 2024 October 14, 2024 ​ December 24, 2024 ​ ​ 0.125 ​ January 3, 2025 Series A Preferred Special Dividend (2) ​ ​ ​ ​ ​ ​ ​ November 7, 2023 ​ Each day of December 1 - 31, 2023 ​ $ 0.002469 ​ January 5, 2024 January 15, 2024 ​ Each day of January 1 - 31, 2024 ​ ​ 0.000337 ​ February 5, 2024 January 15, 2024 ​ Each day of February 1 - 29, 2024 ​ ​ 0.003458 ​ March 5, 2024 January 15, 2024 ​ Each day of March 1 - 31, 2024 ​ ​ 0.004603 ​ April 5, 2024 April 12, 2024 ​ Each day of April 1 - 30, 2024 ​ ​ 0.009953 ​ May 3, 2024 Series A Preferred Enhanced Special Dividend (3) ​ ​ ​ ​ ​ ​ ​ May 3, 2024 ​ May 24, 2024 ​ $ 0.027507 ​ June 5, 2024 May 3, 2024 ​ June 25, 2024 ​ ​ 0.027775 ​ July 5, 2024 July 12, 2024 ​ July 25, 2024 ​ ​ 0.027862 ​ August 5, 2024 July 12, 2024 ​ August 23, 2024 ​ ​ 0.027633 ​ September 5, 2024 July 12, 2024 ​ September 25, 2024 ​ ​ 0.022237 ​ October 4, 2024 October 14, 2024 ​ October 25, 2024 ​ ​ 0.016593 ​ November 5, 2024 October 14, 2024 ​ November 25, 2024 ​ ​ 0.013024 ​ December 5, 2024 October 14, 2024 ​ December 24, 2024 ​ ​ 0.010417 ​ January 3, 2025 (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. (2) Holders of record of Series A Preferred Stock shares as of the close of business on each day of the applicable month were entitled to additional contingent special daily dividends for each such day, to be aggregated and payable (if at all) on the payable date, in each case equal to the amount (if any) by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average 10-year Daily Treasury Par Yield Curve Rate for the period from the 26 th of the prior month to the 25 th of the applicable month (as reported by the United States Department of the Treasury), plus (II) two percent, divided by (b) twelve, divided further by (c) the actual number of days in the applicable month, exceeds (ii) the quotient of (a) $0.125 divided by (b) the actual number of days in the applicable month. (3) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend, which replaces the additional contingent special daily dividends, equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock. The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5% minimum and 8.5% maximum annual rate. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate. Holders of 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 our Class A common stock. 78 Table of Contents Our Board will determine the amount of dividends to be paid to our stockholders. The determination of our Board will be based on several factors, including funds available from operations, our capital expenditure requirements and the annual distribution requirements necessary to maintain our REIT status for federal income tax purposes. As a result, our distribution rate and payment frequency may vary from time to time. However, to maintain our REIT status for tax purposes, we must make distributions equal to at least 90% of our “REIT taxable income”, as defined by the Internal Revenue Code of 1986, determined without regard to the dividends paid deduction and excluding net capital gains, to our stockholders each year. While our policy is generally to pay distributions from cash flow from operations, we may declare distributions in excess of funds from operations. Distributions declared and paid for the year ended December 31, 2024 were as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Distributions 2024 Declared Paid First Quarter ​ ​ ​ ​ Class A common stock ​ $ — ​ $ 3,871 Class C common stock ​ ​ — ​ ​ 8 Series A Preferred Stock (1) ​ ​ 253 ​ ​ 206 OP Units ​ ​ — ​ ​ 7,366 LTIP / C-LTIP Units ​ ​ — ​ ​ 1,143 Total First Quarter ​ $ 253 ​ $ 12,594 Second Quarter ​ ​ ​ ​ ​ Series A Preferred Stock (1) ​ $ 562 ​ $ 396 Total Second Quarter ​ $ 562 ​ $ 396 Third Quarter ​ ​ ​ ​ ​ ​ Series A Preferred Stock (1) ​ $ 1,412 ​ $ 1,129 Total Third Quarter ​ $ 1,412 ​ $ 1,129 Fourth Quarter ​ ​ ​ ​ ​ ​ Series A Preferred Stock (1) ​ $ 1,795 ​ $ 1,726 Total Fourth Quarter ​ $ 1,795 ​ $ 1,726 Total ​ $ 4,022 ​ $ 15,845 (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. Critical Accounting Policies and Estimates Below is a discussion of the accounting policies that we consider critical to an understanding of our financial condition and operating results that may require complex or significant judgment in their application or require estimates about matters which are inherently uncertain. Principles of Consolidation and Basis of Presentation We conduct our operations through the Operating Partnership, of which we are the sole general partner. The consolidated financial statements include our accounts and those of the Operating Partnership and its subsidiaries. As of December 31, 2024, limited partners other than the Company owned approximately 69.48% of the common units of the Operating Partnership, of which 56.72% is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 12.76% is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.09% which are not vested at December 31, 2024. 79 Table of Contents Real Estate Investments, Preferred Equity Investments and Notes Receivable We first analyze an investment to determine if it is a variable interest entity (“VIE”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810: Consolidation and, if so, whether we are the primary beneficiary requiring consolidation of the entity. A VIE is an entity that has (i) insufficient equity to permit it to finance its activities without additional subordinated financial support or (ii) equity holders that lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary, which is the entity that has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that potentially could be significant to the entity. Variable interests in a VIE are contractual, ownership, or other financial interests in a VIE that change in value with changes in the fair value of the VIE’s net assets. We continuously re-assess at each level of the investment whether (i) the entity is a VIE, and (ii) we are the primary beneficiary of the VIE. If it was determined that an entity in which we hold an interest qualified as a VIE and we are the primary beneficiary, the entity would be consolidated. If, after consideration of the VIE accounting literature, we have determined that an entity is not a VIE, we assess the need for consolidation under all other provisions of ASC 810. These provisions provide for consolidation of majority-owned entities through a majority voting interest held by the company providing control. In assessing whether we are in control of and requiring consolidation of the limited liability company and partnership venture structures, we evaluate the respective rights and privileges afforded each member or partner (collectively referred to as “member”). Our member would not be deemed to control the entity if any of the other members has either (i) substantive kickout rights providing the ability to dissolve (liquidate) the entity or otherwise remove the managing member or general partner without cause or (ii) substantive participating rights in the entity. Substantive participating rights (whether granted by contract or law) provide for the ability to effectively participate in significant decisions of the entity that would be expected to be made in the ordinary course of business. We analyze each investment that involves real estate acquisition, development, and construction to consider whether the investment qualifies as an investment in a real estate acquisition, development, and construction arrangement. We have evaluated our real estate investments as required by ASC 310-10 Receivables and concluded that no investments are considered an investment in a real estate acquisition, development, or construction arrangement. As such, we next evaluate if these investments are considered a security under ASC 320 Investments – Debt Securities . For investments that meet the criteria of a security under ASC 320 Investments – Debt Securities , we classify each investment as an available-for-sale (“AFS”) debt security as we do not have the positive intent to hold all investments to maturity. We account for these investments as preferred equity investments in our consolidated balance sheets, and we earn a fixed return on these investments which is included within income from preferred equity investments in our consolidated statements of operations and comprehensive income. AFS debt securities are carried at fair value in our consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in our consolidated balance sheets, and as a component of other comprehensive income in our consolidated statements of operations and comprehensive income. We evaluate the collectability of each preferred equity investment and estimate a provision for credit loss, as applicable. Refer to the Current Expected Credit Losses (“CECL”) section below for further information regarding CECL and our provision for credit losses. We previously classified our preferred equity investments as held-to-maturity debt securities as the investments met the criteria of a security under ASC 320 Investments – Debt Securities . As of December 31, 2024, we do not have the positive intent to hold all the securities to maturity. As such, we have reclassified all our previously held-to-maturity debt securities to AFS debt securities. For investments that do not meet the criteria of a security under ASC 320 Investments – Debt Securities , we have concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. We recognize interest income on our notes receivable on the accrual method unless a significant uncertainty of collection exists. If a significant uncertainty exists, interest income is recognized as collected. Costs incurred to originate our notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable. We evaluate the collectability of each loan investment and estimate a provision for credit loss, as applicable. 80 Table of Contents Real Estate Assets Real Estate Purchase Price Allocations Upon acquisition, we evaluate our acquired residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Purchases of residential properties are treated as asset acquisitions and, as such, are recorded at their purchase price, including acquisition costs, which is allocated to land and building based upon their relative fair values at the date of acquisition. Acquisition costs typically include legal fees, broker commissions and title fees, as well as other closing costs. In making estimates of fair values for purposes of allocating the purchase price of acquired properties, we utilize various sources including our own market knowledge obtained from historical transactions, published market data, and independent appraisers. In this regard, we also utilize information obtained from county tax assessment records to assist in the determination of the fair value of the land and building. Intangible assets include the value of in-place leases which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. We amortize the value of in-place leases to expense over the remaining non-cancelable term of the respective leases, which is on average six months. Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require us to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, prevailing interest rates and the number of years the property will be held for investment. The use of inappropriate assumptions could result in an incorrect valuation of acquired tangible assets, identifiable intangible assets and assumed liabilities, which could impact the amount of our net income (loss). Differences in the amount attributed to the fair value estimate of the various assets acquired can be significant based upon the assumptions made in calculating these estimates. Capital Additions, Depreciation and Amortization We capitalize costs incurred in connection with our capital additions activities, including redevelopment, development and construction projects, other tangible improvements, and replacements of existing components. Repair and maintenance and tenant turnover costs are expensed as incurred. Repair and maintenance and tenant turnover costs include all costs that do not extend the useful life of the real estate asset. Accordingly, many factors are considered as part of our evaluation processes with no one factor necessarily determinative. Depreciation and amortization expense are computed on the straight-line method over the asset’s estimated useful life. We consider the period of future benefit of an asset to determine its appropriate useful life and anticipate the estimated useful lives of assets by class to be generally as follows: ​ ​ ​ Buildings 30 – 40 years Building improvements 5 – 15 years Land improvements 5 – 15 years Furniture, fixtures and equipment 3 – 8 years In-place leases 6 months ​ 81 Table of Contents Impairment of Operating Real Estate Assets We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our operating real estate and related intangible assets may not be recoverable. The evaluation of real estate assets for potential impairment requires our management to exercise significant judgement and make certain key assumptions, including the following: (i) capitalization rate, (ii) discount rate, (iii) number of years the property will be held, (iv) property operating revenue including occupancy and market rental rates, and (v) property operating expenses. There are inherent uncertainties in making these estimates such as market conditions, and performance and sustainability of property operations. When indicators of potential impairment suggest that the carrying value of operating real estate and related intangible assets may not be recoverable, we assess the recoverability of the assets by estimating whether we will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this analysis, if we do not believe that we will be able to recover the carrying value of the operating real estate and related intangible assets, we will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets based on the discounted cash flows of the operating asset. During 2024, the Lubbock, Texas submarket experienced deterioration, and as a result, we recorded a $1.4 million impairment loss on the Peak JV 2 portfolio as of December 31, 2024, which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statement of operations and comprehensive income. The Peak JV 2 portfolio is included in the scattered single-family homes segment. No impairment losses on operating real estate and related intangible assets were recorded in 2023. Held for Sale Real Estate Assets Real estate assets are classified as held for sale when they meet the applicable GAAP criteria in accordance with ASC 360-10 Property, Plant, and Equipment - Overall , including, but not limited to, the availability of the real estate asset for immediate sale in its present condition, the existence of an active program to locate a buyer, the probable sale of the real estate asset within one year, and actions required to complete the sale of the real estate asset are likely to occur. 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 our consolidated balance sheets. At December 31, 2024 and 2023, we had 167 units and 118 units, respectively, classified as held for sale, and for the years ended December 31, 2024 and 2023, we had recorded impairments related to held for sale units of $3.3 million and $1.3 million, respectively, which is included in gain on sale and (impairment) of real estate investments, net in our consolidated statements of operations and comprehensive income. Revenue Recognition We recognize rental revenue on a straight-line basis over the terms of the rental agreements and in accordance with ASC Topic 842 Leases . Rental revenue is recognized on an accrual basis and when the collectability of the amounts due from tenants is deemed probable. Rental revenue is included within rental and other property revenues on our consolidated statements of operations and comprehensive income. Amounts received in advance are recorded as a liability within other accrued liabilities on our consolidated balance sheet. Other property revenues are recognized in the period earned. Current Expected Credit Losses (CECL) Notes Receivable We estimate provision for credit losses on our loan investments (notes receivable) under CECL. This method is based on expected credit losses for the life of the investment as of each balance sheet date. The method for calculating the estimate of expected credit loss considers historical experience and current conditions for similar loans and reasonable and supportable forecasts about the future. We estimate our provision for credit losses using a collective (pool) approach for investments with similar risk characteristics, such as collateral and duration of investment. In measuring the CECL provision for investments that share similar characteristics, we apply a default rate to the investments for the remaining loan investment hold period. As we do not have a significant historical population of loss data on our loan investments, our default rate utilized for CECL is based on an external historical loss rate for commercial real estate loans. 82 Table of Contents In addition to analyzing investments as a pool, we perform an individual investment assessment of expected credit losses. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or we expect repayment through the sale of the collateral, we calculate expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if we determine that it is probable that we will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that loan investment is not considered fully recoverable and a provision for credit loss is recorded. In estimating the value of the underlying collateral when determining if a loan investment is fully recoverable, we evaluate estimated future cash flows to be generated from the collateral underlying the investment. The inputs and assumptions utilized to estimate the future cash flows of the underlying collateral are based upon our evaluation of the operating results, economy, market trends, and other factors, including judgments regarding costs to complete any construction activities, lease-up and occupancy rates, rental rates, and capitalization rates utilized to estimate the projected cash flows at the disposition. We may also obtain a third-party valuation which may value the collateral through an “as-is” or “stabilized value” methodology. If upon completion of the valuation the fair value of the underlying collateral securing the investment is less than the net carrying value, we record a provision for credit loss on that loan investment. As the investment no longer displays the characteristics that are similar to those of the pool of loan investments, the investment is removed from the CECL collective (pool) analysis described above. Preferred Equity Investments We perform an individual assessment of expected credit losses for our preferred equity investments, which are accounted for as AFS debt securities, that have an unrealized loss recorded at the reporting date. If it is determined that the borrower is experiencing financial difficulty, or a foreclosure is probable, or we expect repayment through the sale of the collateral, we calculate expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if we determine that it is probable that we will not be able to collect all amounts due for both principal and interest according to the contractual terms of an investment, that preferred equity investment is not considered fully recoverable and a provision for credit loss is recorded. New Accounting Pronouncements See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to our Notes to the Consolidated Financial Statements for a description of accounting pronouncements. We do not believe these new pronouncements will have a significant impact on our Consolidated Financial Statements, cash flows or results of operations. Subsequent Events Issuance of LTIP Units under the BHM Incentive Plans On January 1, 2025, we granted 5,405 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers. Such LTIP Units were fully vested upon issuance. Declaration of Dividends ​ ​ ​ ​ ​ ​ ​ ​ Declaration Date Record Date Amount Paid / Payable Date Series A Preferred Stock (1) ​ January 15, 2025 ​ January 24, 2025 ​ $ 0.125 ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ 0.125 ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ 0.125 ​ April 4, 2025 Series A Preferred Enhanced Special Dividend ​ ​ ​ ​ ​ January 15, 2025 ​ January 24, 2025 ​ ​ (2) ​ ​ February 5, 2025 January 15, 2025 ​ February 25, 2025 ​ ​ (2) ​ ​ March 5, 2025 January 15, 2025 ​ March 25, 2025 ​ ​ (2) ​ ​ April 4, 2025 (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. 83 Table of Contents (2) Holders of record of Series A Preferred Stock shares are entitled to an enhanced special dividend equal to the amount by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average of the one-month Term SOFR for each day commencing on the 26 th of the prior month to the 25 th of the applicable month, plus (II) two percent, divided by (b) twelve, exceeds (ii) the standard monthly dividend of $0.125 per share of Series A Preferred Stock. The enhanced special dividend will be aggregated with the standard monthly dividend so as to effect a dividend rate on the Series A Preferred Stock that is subject to a 6.5% minimum and 8.5% maximum annual rate. Distributions Paid The following distributions were declared and/or paid to our stockholders subsequent to December 31, 2024 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Distribution ​ Total Shares (1) Declaration Date Record Date Date Paid per Share Distribution Series A Preferred Stock October 14, 2024 ​ December 24, 2024 ​ January 3, 2025 $ 0.135417 $ 617 Series A Preferred Stock ​ January 15, 2025 ​ January 24, 2025 ​ February 5, 2025 ​ ​ 0.135417 ​ ​ 641 Series A Preferred Stock ​ January 15, 2025 ​ February 25, 2025 ​ March 5, 2025 ​ ​ 0.135417 ​ ​ 667 Total ​ ​ ​ ​ ​ $ 1,925 (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. Series A Preferred Stock Redemption Safeguard Policy On February 6, 2025, we implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to our Series A Preferred Stock. The Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of our Class A common stock rather than in cash (each, a “Preferred Redemption in common stock”). The Policy provides that if, within 10 business days of any such Preferred Redemption in common stock, any such shares of Class A common stock are sold at a loss (i.e. a lower price than the Aggregate Redemption Value), the holder can apply to us for a cash payment to the holder in an amount equal to the difference between (i) the Aggregate Redemption Value of the Class A common stock so issued, and (ii) the Aggregate Sale Price at which such shares of Class A common stock were sold, subject to certain conditions and requirements as set forth in the Policy. The Policy applies both retroactively, and on a go-forward basis, to holders of our Series A Preferred Stock. ​ Class A Common Stock Repurchase Plan On February 28, 2025, our Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $5 million of our outstanding shares of Class A common stock, with such repurchases to be conducted in accordance with the requirements of Rule 10b-18 of the Exchange Act and subject to Rule 10b-5 of the Exchange Act. The repurchase plan has a term of one year and may be discontinued at any time. The extent to which we repurchase shares of our Class A common stock under the repurchase plan, and the timing of any such repurchases, depends on a variety of factors including general business and market conditions and other corporate considerations. We expect that any repurchases of our Class A common stock will be through open market transactions, subject to market conditions, certain price limitations and other conditions established under the plan. 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. Commencement of Common Stock Dividends On March 11, 2025, we declared, and our Board previously authorized, quarterly cash dividends of $0.125 per share, or $0.50 per share annually, for our Class A common stock and Class C common stock for each quarter of fiscal year 2025. The common stock dividends will be payable quarterly to the stockholders of record as of (i) March 25, 2025, (ii) June 25, 2025, (iii) September 25, 2025, and (iv) December 24, 2025, which will be paid in cash on (i) April 4, 2025, (ii) July 3, 2025, (iii) October 3, 2025, and (iv) January 5, 2026, respectively.