The following discussion should be read in conjunction with our consolidated financial statements and related notes in Part II, Item 8 of this Report.





Management's Overview

We are an externally advised and managed company that invests in notes receivable that are collateralized by income-producing properties in the Southern United States and in the past, real property. Our current principal source of income is interest income on note receivables from related parties.





We have historically engaged in and may continue to engage in certain business
transactions with related parties, including but not limited to asset
acquisition, dispositions and financings. Transactions involving related parties
cannot be presumed to be carried out on an arm's length basis due to the absence
of free market forces that naturally exist in business dealings between two or
more unrelated entities. Related party transactions may not always be favorable
to our business and may include terms, conditions and agreements that are not
necessarily beneficial to or in our best interest.



Our operations are managed by Pillar in accordance with an Advisory Agreement.
Pillar's duties include, but are not limited to, locating, evaluating and
recommending investment opportunities. We have no employees. Employees of Pillar
render services to us in accordance with the terms of the Advisory Agreement.
Pillar is considered to be a related party due to its common ownership with TCI,
who is our controlling stockholder.



                                       6





Critical Accounting Policies




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




Some of these estimates and assumptions include judgments on the provisions for
uncollectible accounts and fair value measurements. Our significant accounting
policies are described in more detail in Note 2-Summary of Significant
Accounting Policies in our notes to the consolidated financial statements.
However, the following policies are deemed to be critical.

Non-performing Notes Receivable

The Company considers a note receivable to be non-performing when the maturity date has passed without principal repayment and the borrower is not making interest payments in accordance with the terms of the agreement.

Interest recognition on Notes Receivable

We record interest income as earned in accordance with the terms of the related loan agreements.

Allowance for Estimated Losses





We assess the collectability of notes receivable on a periodic basis, of which
the assessment consists primarily of an evaluation of cash flow projections of
the borrower to determine whether estimated cash flows are sufficient to repay
principal and interest in accordance with the contractual terms of the note. We
recognize impairments on notes receivable when it is probable that principal and
interest will not be received in accordance with the contractual terms of the
loan. The amount of the impairment to be recognized generally is based on the
fair value of the partnership's real estate that represents the primary source
of loan repayment. (See Note 3, below, Notes and Interest Receivable from
Related Parties, for details on our notes receivable.)

Fair Value of Financial Instruments





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

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

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

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

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

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





Related Parties



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



                                       7





Inflation



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



Environmental Matters



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



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



Results of Operations




The following discussion is based on our Consolidated Financial Statements
Consolidated Statement of Operations, for the years ended December 31, 2022,
2021, and 2020 from Part II, Item 8. Financial Statements and Supplementary Data
and is not meant to be an all-inclusive discussion of the changes in our net
income applicable to common shares. Instead, we have focused on significant
fluctuations within our operations that we feel are relevant to obtain an
overall understanding of the change in income applicable to common shareholders.

Our operating expenses consist primarily of general and administrative costs such as audit and legal fees and administrative fees paid to a related party.

We also have other income and expense items. We receive interest income from the funds deposited with our Advisor at a rate of prime plus 1.0%. We have receivables from related parties which also provide interest income.

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

Our $0.3 million increase in net income during the year ended December 31, 2022 is primarily attributed to the following:

? The $1.6 million increase in interest income was primarily due to an increase


   in interest rates in 2022.

? The $1.2 million decrease in other income was primarily due to the 2021

recovery of a note receivable that had previously been written off.

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

See Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 25, 2022 for a discussion of our results of operations for the year ended December 31, 2021.

Liquidity and Capital Resources





Our principal liquidity needs are to fund normal recurring expenses. Our
principal sources of cash are and will continue to be the collection of mortgage
notes receivables, and the collections of receivables and interests from related
companies.



We anticipate that our cash and cash equivalents as of December 31, 2022, along
with cash that will be generated in 2023 from notes and interest receivables,
will be sufficient to meet all of our cash requirements.



                                       8





Cash Flow Summary



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



                                                             Year Ended December 31,
                                                          2022                   2021             Incr /(Decr)

Net cash provided by (used in) operating activities $ 4 $ (2,980 ) $ 2,984 Net cash provided by (used in) investing activities $ - $

           2,970     $       (2,970 )

The increase in cash from operating activities is primarily due to the collection of a note receivable in 2021.

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