Eight of the fourteen equity investments, Alexan CityCentre, Alexan Southside Place, Helios, Leigh House, North Creek Apartments, Riverside Apartments, Wayforth at Concord and Whetstone Apartments, are preferred investments, generate a stated preferred return on outstanding capital contributions, and the Company is not allocated any of the income or loss in the joint ventures. The joint venture is the controlling member in an entity whose purpose is to develop a multifamily property.

Property	December 31, 2018		December 31, 2017

Alexan CityCentre	$	11,205	$	9,258
Alexan Southside Place		22,801		20,584
Arlo, formerly West Morehead		14		14
Cade Boca Raton, formerly APOK Townhomes		7		7
Domain at The One Forty, formerly Domain		12		12
Flagler Village		44		30
Helios		19,189		16,360
Leigh House, formerly Lake Boone Trail		13,319		11,930
North Creek Apartments		5,892		—
Novel Perimeter, formerly Crescent Perimeter		12		12
Riverside Apartments		3,600		—
Vickers Historic Roswell, formerly Vickers Village		6		6
Wayforth at Concord		—		—
Whetstone Apartments		12,932		12,932
Total	$	89,033	$	71,145

Property	December 31, 2018		December 31, 2017			December 31, 2016
Alexan CityCentre	$	1,668	$	1,395		$	1,085
Alexan Southside Place		3,201		2,879			2,605
Arlo		—		—			677
Cade Boca Raton		—		—			226
Domain at The One Forty		—		141			614
Flagler Village		—		(7	)		(6	)
Helios		2,459		2,454			2,461
Leigh House		1,910		1,770			1,492
North Creek Apartments		108		—			—
Other		—		(26	)		530
Riverside Apartments		31		—			—
Whetstone Apartments		935		1,730			1,948
Preferred returns and equity in income of unconsolidated joint ventures	$	10,312	$	10,336		$	11,632

	December 31, 2018		December 31, 2017
Balance Sheets:
Real estate, net of depreciation	$	577,624	$	399,111
Other assets		45,324		62,667
Total assets	$	622,948	$	461,778

Mortgage payable	$	480,903	$	325,702
Other liabilities		21,250		25,956
Total liabilities	$	502,153	$	351,658
Members’ equity		120,795		110,120
Total liabilities and members’ equity	$	622,948	$	461,778

	December 31, 2018			December 31, 2017			December 31, 2016
Operating Statement:
Rental revenues	$	19,222		$	5,517		$	6,652
Operating expenses		(14,824	)		(4,990	)		(3,760	)
Income before debt service, acquisition costs, and depreciation and amortization		4,398			527			2,892
Interest expense, net		(12,935	)		(3,098	)		(1,409	)
Acquisition costs		—			—			(3	)
Depreciation and amortization		(10,385	)		(3,384	)		(2,881	)
Operating loss		(18,922	)		(5,955	)		(1,401	)
Gain on sale		—			—			16,733
Net (loss) income	$	(18,922	)	$	(5,955	)	$	15,332

On July 1, 2014, through BRG T&C BLVD Houston, LLC, a wholly-owned subsidiary of its Operating Partnership, the Company made a convertible preferred equity investment in a multi-tiered joint venture along with Bluerock Growth Fund, LLC (“BGF”), Bluerock Growth Fund II, LLC (“BGF II”), Fund II and Fund III, affiliates of the former Manager, and an

unaffiliated third party

(the “Alexan CityCentre JV”), to develop a 340-unit, Class A apartment community located in Houston, Texas, known as Alexan CityCentre. The Company has made a commitment to invest in $11.2 million of preferred equity interests in BR T&C BLVD JV Member, LLC, all of which has been funded as of December 31, 2018 (of which, $6.5 million and $4.7 million earns a 15% and 20% preferred return, respectively). The Alexan CityCentre JV is required to redeem the Company’s preferred membership interest plus any accrued but unpaid return on the earlier date which is six months following the maturity of the construction loan, detailed below, including extension and refinancing, or any earlier acceleration or due date.

On June 7, 2016, the Alexan CityCentre property owner, which is owned by an entity in which the Company owns an indirect interest, entered into a loan modification agreement to amend the terms of its construction loan financing the construction and development of the Alexan CityCentre property (the “Alexan Development”). The maximum principal amount available to the borrower under the terms of the modified loan is $55.1 million, of which approximately $55.1 million is outstanding at December 31, 2018. The

loan matures on

January

1, 2020, subject to a single one-year extension exercisable at the option of the borrower. The interest rate on the loan is a variable per annum rate equal to the prime rate plus 0.5% or LIBOR plus 3.00%, at the borrower’s option. The loan requires monthly interest payments until the maturity date, after which $60,000 monthly payments of principal will be required in addition to payment of accrued interest during the maturity extension period. Certain unaffiliated third parties agreed to guaranty the completion of the development of the Alexan Development and provided partial guaranties of the borrower’s principal and interest obligations under the loan.

The Company had the right, in its sole discretion, to convert its preferred membership interest into a common membership interest for a period of six months from the date upon which 70% of the units in Alexan CityCentre had been leased and occupied. The six-month period during which the Company had the right to convert commenced on January 21, 2018, the date on which Alexan Development achieved 70% leased and occupied units. The Company did not elect to convert into a common membership and its option to convert expired on July 21, 2018.

On January 12, 2015, through BRG Southside, LLC (“BRG Southside”), a wholly-owned subsidiary of its Operating Partnership, the Company made a convertible preferred equity investment in a multi-tiered joint venture along with Fund II and Fund III, affiliates of the former Manager, and an unaffiliated third party (the “Alexan Southside JV”), to develop a 270-unit, Class A apartment community located in Houston, Texas, known as Alexan Southside Place. Alexan Southside Place is developed upon a tract of land ground leased from Prokop Industries BH, L.P., a Texas limited partnership, by BR Bellaire BLVD, LLC (“BR Bellaire BLVD”), as tenant under an 85-year ground lease. The Company has made a commitment to invest in $22.8 million of preferred equity interests in BR Southside Member, LLC, all of which has been funded as of December 31, 2018. The Alexan Southside JV is required to redeem the Company’s preferred membership interest plus any accrued but unpaid return on the earlier date which is six months following the maturity of the loan, detailed below, including extension and refinancing, or any earlier acceleration or due date.

In conjunction with the Alexan Southside development, on April 7, 2015, BR Bellaire BLVD, which is owned by an entity in which the Company owns an indirect interest, entered into a $31.8 million construction loan, of which $31.7 million is outstanding at December 31, 2018, which is secured by its interest in the Alexan Southside Place property. The loan matures on April 7, 2019 and contains a one-year extension option, subject to certain conditions including a debt service coverage, loan to value ratio and payment of an extension fee. The loan bears interest on a floating basis on the amount drawn based on the base rate plus 1.25% or LIBOR plus 2.25%, at the borrower’s option. Regular monthly payments are interest-only during the initial term, with payments during the extension period based on thirty-year amortization. The loan can be prepaid without penalty. As the current loan matures on April 7, 2019, BR Bellaire BLVD is engaged in discussions to refinance the loan.

On November 9, 2018, the Company, through BRG Southside, entered into an amended agreement with Fund II and Fund III (together “the Funds”) that reduced the Company’s preferred return in exchange for certain grants made by the Funds. The Company’s previous preferred return of 15% per annum was reduced as follows: (i)

6.5

% per annum effective November 9, 2018 through the end of calendar year 2019, (ii)

5.0

% per annum for the calendar year 2020, and (iii)

3.5

% per annum for the calendar year 2021 and thereafter. The Funds agreed to (i) grant the Company a right to compel a sale of the project beginning November 1, 2021 and (ii) grant the Company a 50.0% participation in any profits achieved in a sale after the Company receives its full preferred return and repayment of principal, and the Funds receive full return of their capital contributions. The Funds are obligated to fund their prorata share of future capital calls, absent a default event. If a default event shall occur and is continuing at the time of a sale, BRG Southside would be entitled to 100% of the profits after the Funds receive full return of their capital contributions. Additionally, the Company agreed to extend the mandatory redemption date of its preferred equity to be reflective of any changes in the loan maturity date as a result of refinancing.

On January 6, 2016, through BRG Morehead NC, LLC (“BRG Arlo”), a wholly-owned subsidiary of its Operating Partnership, the Company made a convertible preferred equity investment in a multi-tiered joint venture along with Fund II, an affiliate of the former Manager, and an unaffiliated third party, to develop a 286-unit, Class A apartment community located in Charlotte, North Carolina known as Arlo. On December 26, 2016, (i) Fund II redeemed the preferred equity investment held by BRG Arlo in Arlo JV Member for $6.5 million, (ii) BRG Arlo maintained a 0.5% common interest in Arlo JV Member, and (iii) the Company, through BRG Arlo, provided a mezzanine loan in the amount of $21.3 million to Arlo JV Member. See Note 6 for further details regarding Arlo and the BRG Arlo Mezz Loan.

On September 1, 2016, through BRG Boca, a wholly-owned subsidiary of its Operating Partnership, the Company made an investment in a multi-tiered joint venture along with Fund II, an affiliate of the former Manager, and an unaffiliated third party, to develop a 90-unit Class A apartment community located in Boca Raton, Florida known as Cade Boca Raton. On January 6, 2017, (i) Fund II substantially redeemed the common equity investment held by BRG Boca in BR Boca JV Member for $7.3 million, (ii) BRG Boca maintained a 0.5% common interest in BR Boca JV Member, and (iii) the Company, through BRG Boca, provided a mezzanine loan in the amount of $11.2 million to BR Boca JV Member. See Note 6 for further details regarding Cade Boca Raton and the BRG Boca Mezz Loan.

On November 20, 2015, through a wholly-owned subsidiary of its Operating Partnership, BRG Domain I, the Company made a convertible preferred equity investment in a multi-tiered joint venture along with Fund II, an affiliate of the former Manager, and an unaffiliated third party, to develop a 299-unit, Class A apartment community located in Garland, Texas known as Domain at The One Forty. On March 3, 2017, (i) Fund II substantially redeemed the preferred equity investment held by BRG Domain 1 in BR Domain 1 JV Member for $7.1 million, (ii) BRG Domain 1 maintained a 0.5% common interest in BR Domain 1 JV Member, and (iii) the Company, through BRG Domain 1, provided a mezzanine loan in the amount of $20.3 million to BR Domain 1 JV Member. See Note 6 for further details regarding Domain at The One Forty and the BRG Domain 1 Mezz Loan.

On December 18, 2015, through BRG Flagler, a wholly-owned subsidiary of its Operating Partnership, the Company made an investment in a multi-tiered joint venture along with Fund II, an affiliate of the former Manager, and an unaffiliated third party, to develop an approximately 385-unit, Class A apartment community located in Fort Lauderdale, Florida known as Flagler Village. On December 29, 2017, (i) Fund II substantially redeemed the equity investment held by BRG Flagler in BR Flagler JV Member for $26.3 million, (ii) BRG Flagler maintained a 0.5% common interest in BR Flagler JV Member, and (iii) the Company, through BRG Flagler, provided a mezzanine loan in the amount of $53.6 million to BR Flagler JV Member, which was restated and increased to $74.6 million in March 2018. See Note 6 for further details regarding Flagler Village and the BRG Flagler Mezz Loan.

On May 29, 2015, through BRG Cheshire, LLC (“BRG Cheshire”), a wholly-owned subsidiary of its Operating Partnership, the Company made a convertible preferred equity investment in a multi-tiered joint venture along with Fund III, an affiliate of the former Manager, and an unaffiliated third party (the “Helios JV”), to develop a 282-unit, Class A apartment community located in Atlanta, Georgia known as Helios. The Company has made a commitment to invest in $19.2 million of preferred equity interests in BR Cheshire Member, LLC, all of which has been funded as of December 31, 2018. The Helios JV is required to redeem the Company’s preferred membership interest plus any accrued but unpaid return on the earlier date which is six months following the maturity of the loan, detailed below, including refinancing, or any earlier acceleration or due date.

In conjunction with the Helios development, on December 16, 2015, the Helios property owner, which is owned by an entity in which the Company owns an indirect interest, entered into a $38.1 million construction loan. The construction loan was secured by the fee simple interest in the Helios property with an original maturity date of December 16, 2018. In November, the loan was modified to extend the maturity date to February 16, 2019. On December 28, 2018, the Helios property owner refinanced the construction loan and entered into a $39.5 million senior mortgage loan (“senior loan”), which is secured by the Helios property, and paid off the previous construction loan of $38.1 million. The Helios property owner accounted for the refinancing as an extinguishment of debt. The senior loan matures on January 1, 2029 and bears interest at a floating basis of LIBOR plus 1.75%, with interest only payments through January 2023, and then monthly payments based on thirty-year amortization. On or after September 29, 2028, the loan may be prepaid without prepayment fee or yield maintenance.

On November 9, 2018, the Company, through BRG Cheshire, entered into an amended agreement with Fund III that reduced the Company’s preferred return in exchange for certain grants made by Fund III. The Company’s previous preferred return of 15% per annum was reduced as follows: (i) 7.0% per annum effective November 9, 2018 through the end of calendar year 2019, (ii) 6.0% per annum for the calendar year 2020, and (iii) 4.5% per annum for the calendar year 2021 and thereafter. Fund III agreed to (i) grant the Company a right to compel a sale of the project beginning November 1, 2021 and (ii) grant the Company a 50.0% participation in any profits achieved in a sale after the Company receives its full preferred return and repayment of principal, and Fund III receives full return of its capital contribution. Fund III is obligated to fund its prorata share of future capital calls, absent a default event. If a default event shall occur and is continuing at the time of a sale, BRG Cheshire would be entitled 100% of the profits after Fund III receives full return of its capital contribution. Additionally, the Company agreed to extend the mandatory redemption date of its preferred equity to be reflective of any changes in the loan maturity date as a result of refinancing.

On December 18, 2015, through BRG Lake Boone, LLC, a wholly-owned subsidiary of its Operating Partnership, the Company made a convertible preferred equity investment in a multi-tiered joint venture along with Fund II, an affiliate of the former Manager, and an unaffiliated third party (the “Leigh House JV”), to develop a 245-unit, Class A apartment community located in Raleigh, North Carolina known as Leigh House. The Company has the right, in its sole discretion, to convert its preferred membership interest into a common membership interest for a period of six months from the date upon which 70% of the units in Leigh House have been leased and occupied. The Company has made a commitment to invest in $13.3 million of preferred equity interests in BR Lake Boone JV Member, LLC, all of which has been funded at December 31, 2018 (of which, $11.9 million and $1.4 million earns a 15% and 20% preferred return, respectively). The Leigh House JV is required to redeem the Company’s preferred membership interest plus any accrued but unpaid return on the earlier date which is six months following the maturity of the construction loan, detailed below, including extension, or any earlier acceleration or due date.

In conjunction with the Leigh House development, on June 23, 2016, the Leigh House property owner, which is owned by an entity in which the Company owns an indirect interest, entered into a $25.2 million construction loan which is secured by the fee simple interest in the Leigh House property, of which $24.8 million is outstanding as of December 31, 2018. The loan matures on December 23, 2019 and contains one extension option for one year to five years, subject to certain conditions including construction completion, a debt service coverage, loan to value ratio and payment of an extension fee. The loan bears interest on a floating basis on the amount drawn

based on one-month LIBOR plus 2.65%.

Regular monthly payments are interest-only during the initial term, with payments during the extension period based on thirty-year amortization. The loan can be prepaid without penalty.

The six-month period during which the Company has the right to convert its preferred membership interest into a common membership interest commenced on August 9, 2018, the date on which Leigh House achieved 70% leased and occupied units. As of December 31, 2018, the Company has not elected to convert into a common membership interest.

On October 29, 2018, through BRG Leander Investor, LLC, a wholly-owned subsidiary of its Operating Partnership, the Company made a preferred equity investment in a multi-tiered joint venture with an unaffiliated third party (the “North Creek JV”) to develop an approximately 259-unit, Class A apartment community located in Leander, Texas to be known as North Creek Apartments. The Company has made a commitment to invest in $17.9 million of preferred equity interests in BR SW Leander JV, LLC, of which $5.9 million has been funded as of December 31, 2018. The Company will earn an 8.5% current return and a 4.0% accrued return, for a total preferred return of 12.5% on outstanding capital contributions. The North Creek JV is required to redeem the Company’s preferred membership interest plus any accrued but unpaid preferred return on October 29, 2023 (extended by one year if the property has not yet reached stabilization) or earlier upon the occurrence of certain events.

In conjunction with the North Creek Apartments development, on October 29, 2018, the North Creek Apartments property owner, which is owned by an entity in which the Company owns an indirect interest, entered into a $23.6 million construction loan which is secured by the fee simple interest in the North Creek Apartments property, of which approximately $6,005 is outstanding at December 31, 2018. The loan matures on October 29, 2021 and contains two one-year extension options, subject to certain conditions including a debt service coverage, loan to value ratio and payment of an extension fee. The loan bears interest on a floating basis on the amount drawn

based on the greater of 6.06% or one-month LIBOR plus 3.75%.

Regular monthly payments are interest-only through April 2021, and then monthly payments based on thirty-year amortization. The loan can be prepaid without penalty

, subject to a make-whole provision.

On December 12, 2016, through BRG Perimeter, a wholly-owned subsidiary of the Operating Partnership, the Company made a common equity investment of approximately $15.2 million to obtain an approximately 60% interest in a multi-tiered joint venture structure along with Fund III, an affiliate of the former Manager, and

unaffiliated third party

, to acquire a tract of real property located in Atlanta, Georgia for the development of a 320-unit, Class A apartment community known as Novel Perimeter. The acquisition was accounted for as an asset acquisition.

On December 29, 2017, (i) Fund III substantially redeemed the common equity investment held by BRG Perimeter in BR Perimeter JV Member for $15.3 million, (ii) BRG Perimeter maintained a 0.5% common interest in BR Perimeter JV Member, and (iii) the Company, through BRG Perimeter, provided a mezzanine loan in the amount of $20.6 million to BR Perimeter JV Member. See Note 6 for further details regarding Novel Perimeter and the BRG Perimeter Mezz Loan.

On December 6, 2018, through BRG Montopolis Investor, LLC, a wholly-owned subsidiary of its Operating Partnership, the Company made a preferred equity investment in a multi-tiered joint venture with

an unaffiliated third party

(the “Riverside JV”) to develop an approximately 222-unit, Class A apartment community located in Austin, Texas to be known as Riverside Apartments. The Company has made a commitment to invest in $15.6 million of preferred equity interests in BR SW Montopolis JV, LLC, of which $3.6 million has been funded as of December 31, 2018. The Company will earn an 8.5% current return and a 4.0% accrued return, for a total preferred return of 12.5% on outstanding capital contributions. The Riverside JV is required to redeem the Company’s preferred membership interest plus any accrued but unpaid

preferred

return on November 21, 2023 (extended by one year if the property has not yet reached stabilization) or earlier upon the occurrence of certain events.

In conjunction with the Riverside Apartments development, on December 6, 2018, the Riverside Apartments property owner, which is owned by an entity in which the Company owns an indirect interest, entered into a $20.2 million construction loan which is secured by the fee simple interest in the Riverside Apartments property, of which approximately $1,000 is outstanding at December 31, 2018. The loan matures on December 6, 2021 and contains two one-year extension options, subject to certain conditions including a debt service coverage, loan to value ratio and payment of an extension fee. The loan bears interest on a floating basis on the amount drawn

based on the greater of 6.14% or one-month LIBOR plus 3.75%.

Regular monthly payments are interest-only through June 2021, and then monthly payments based on thirty-year amortization. The loan can be prepaid without penalty

, subject to a make-whole provision.

On December 22, 2016, through BRG Vickers, a wholly-owned subsidiary of the Operating Partnership, the Company made a common equity investment of approximately $8.5 million to obtain an approximately 80% interest in a multi-tiered joint venture structure along with Fund III, an affiliate of the former Manager, and an

unaffiliated third party

, for the development of a 79-unit, Class A apartment community in the Roswell submarket of Atlanta, Georgia known as Vickers Village. The acquisition was accounted for as an asset acquisition.

On December 29, 2017, (i) Fund III substantially redeemed the common equity investment held by BRG Vickers in BR Vickers JV Member for $8.7 million, (ii) BRG Vickers maintained a 0.5% common interest in BR Vickers JV Member, and (iii) the Company, through BRG Vickers, provided a mezzanine loan in the amount of $9.8 million to BR Vickers Roswell JV Member. See Note 6 for further details regarding Vickers Village and the BRG Vickers Mezz Loan.

On November 9, 2018, through BRG Wayforth Investor, LLC, a wholly-owned subsidiary of its Operating Partnership, the Company entered into a multi-tiered joint venture agreement with an

unaffiliated third party

(the “Wayforth JV”) to develop an approximately 150-unit, Class A apartment community located in Concord, North Carolina to be known as Wayforth at Concord. The Company has made a commitment to invest in $6.5 million of preferred equity interests in Wayforth at Concord, LLC, of which none has been funded as of December 31, 2018. The Company will begin funding capital once the

unaffiliated third party

has contributed its full common equity commitment. The Company will earn a 9.0% current return and a 4.0% accrued return, for a total preferred return of 13.0% on outstanding capital contributions. The Wayforth JV is required to redeem the Company’s preferred membership interest plus any accrued but unpaid preferred return on November 9, 2023

(extended one year if the property has not yet reached stabilization) or earlier upon the occurrence of certain events.

In conjunction with the Wayforth at Concord development, on November 9, 2018, the Wayforth at Concord property owner, which is owned by an entity in which the Company owns an indirect interest, entered into a $22.3 million construction loan which is secured by the fee simple interest in the Wayforth at Concord property, of which none is outstanding at December 31, 2018. The loan matures on November 9, 2021 and contains two one-year extension options, subject to certain conditions including a debt service coverage, loan to value ratio and payment of an extension fee. The loan bears interest on a floating basis on the amount drawn based on one-month LIBOR plus 2.50%. Regular monthly payments are interest-only during the initial term, with payments during the extension period based on thirty-year amortization. The loan can be prepaid without penalty.

On May 20, 2015, through BRG Whetstone Durham, LLC, a wholly-owned subsidiary of its Operating Partnership, the Company made a convertible preferred equity investment in a multi-tiered joint venture along with Fund III,

an affiliate of

the former Manager, and an unaffiliated third party, to acquire a 204-unit, Class A apartment community located in Durham, North Carolina known as Whetstone Apartments. The Company has made a commitment to invest in $12.9 million of preferred equity interests in BR Whetstone Member, LLC, all of which has been funded as of December 31, 2018. On October 2, 2016, the Company entered into an agreement that provided for an extended twelve-month period in which it had a right to convert into common ownership. The Company did not elect to convert into common ownership on October 6, 2017, and therefore its preferred return decreased to 6.5%. Effective April 1, 2017, Whetstone Apartments ceased paying its preferred return on a current basis. The accrued preferred return of $2.2 million and $1.2 million as of December 31, 2018 and December 31, 2017, respectively, is included in due from affiliates in the consolidated balance sheets. The Company has evaluated the preferred equity investment and accrued preferred return and determined that the investment is fully recoverable. The development was 97% occupied at December 31, 2018.

On October 6, 2016, the Whetstone Apartments property owner, which is owned by an entity in which the Company owns an indirect interest, entered into a mortgage loan of approximately $26.5 million secured by the Whetstone Apartments property, of which $26.0 million is outstanding as of December 31, 2018. The loan matures on November 1, 2023. The loan bears interest at a fixed rate of 3.81%. Regular monthly payments were interest-only until November 1, 2017, with monthly payments beginning December 1, 2017 based on thirty-year amortization. The loan may be prepaid with the greater of 1% prepayment fee or yield maintenance until October 31, 2021, and thereafter at par. The loan is nonrecourse to the Company and its joint venture partners with certain standard scope non-recourse carve-outs for certain deeds, acts or failures to act on the part of the Company and the joint venture partners.