BHM 8-K
Bluerock Homes Trust, Inc. (BHM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
Disposition of Golden Pacific Units
Prior to 2026, Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”) entered into a joint venture with an unaffiliated third party to acquire single-family residential units located in Indiana, Kansas and Missouri, collectively known as the Golden Pacific portfolio. The Company holds a 97% interest in the joint venture.
During the period of January 1, 2026 through May 27, 2026, the Company completed the disposition of its interest in an aggregate of 35 single-family residential units within the Golden Pacific portfolio. The dispositions were made to unaffiliated third parties pursuant to the terms and conditions of multiple separate purchase and sales agreements. The aggregate sales price for the 35 units was approximately $9.0 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, with aggregate net proceeds to the Company of approximately $8.1 million.
| ITEM 9.01 | FINANCIAL STATEMENTS |
| (a) |
Pro Forma Financial Information
Bluerock Homes Trust, Inc.
Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026 (unaudited)
Notes to Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2026 (unaudited)
Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 (unaudited)
Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2026 (unaudited)
Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited)
Notes to Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 (unaudited) |
Statements in this Current Report on Form 8-K, including intentions, beliefs, expectations or projections relating to items such as the long-term performance of the Company’s portfolio are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions, and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2026 and its other filings with the SEC.
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INFORMATION
The following unaudited pro forma condensed consolidated financial statements of Bluerock Homes Trust, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” “our” or “us”) should be read in conjunction with our historical audited consolidated financial statements as of and for the year ended December 31, 2025, and as of and for the three months ended March 31, 2026 (unaudited), and the related notes thereto.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, and the unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2026 and the year ended December 31, 2025, have been prepared to provide pro forma financial information with regard to the Company’s disposition of single-family residential units within the Golden Pacific portfolio, which the Company consolidated, and includes pro forma information for the transactions described below. The unaudited pro forma financial information gives effect to:
| (1) | The Company’s disposition of its interests in an aggregate of 35 units within the Golden Pacific portfolio to unaffiliated third parties as follows: the disposition of (i) 19 units during the quarter ended March 31, 2026, and (ii) 16 units during the period of April 1, 2026 through May 27, 2026. The pro forma financial information presented herein does not give effect to the subsequent reinvestment of the net proceeds from such dispositions. |
The pro forma condensed consolidated balance sheet as of March 31, 2026 assumes that the disposition of the 16 units during the period of April 1, 2026 through May 27, 2026 referred to above occurred on March 31, 2026.
The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2026 assumes that the disposition of the aggregate 35 units referred to above occurred on January 1, 2026.
The pro forma condensed consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025 assumes that the disposition of the aggregate 35 units referred to above occurred on January 1, 2025.
Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.
These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only. In management’s opinion, all material adjustments necessary to reflect the effects of the transaction referred to above have been made. Our unaudited pro forma condensed consolidated financial statements are based on assumptions and estimates considered appropriate by the Company’s management. However, they are not necessarily indicative of what our consolidated financial condition or results of operations would have been assuming the transaction referred to above had occurred as of the dates indicated, nor do they purport to represent our consolidated financial position or results of operations for future periods.
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2026
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | ||||||||||||
| Bluerock Homes Trust, Inc. Historical (a) | Golden Pacific Unit Sales (b) | Pro Forma Total | ||||||||||
| ASSETS | ||||||||||||
| Net real estate investments | ||||||||||||
| Land | $ | 119,485 | $ | (186 | ) | $ | 119,299 | |||||
| Buildings and improvements | 742,835 | (897 | ) | 741,938 | ||||||||
| Furniture, fixtures and equipment | 29,157 | (12 | ) | 29,145 | ||||||||
| Construction in process | 13,152 | — | 13,152 | |||||||||
| Total gross operating real estate investments | 904,629 | (1,095 | ) | 903,534 | ||||||||
| Accumulated depreciation | (70,340 | ) | 133 | (70,207 | ) | |||||||
| Total net operating real estate investments | 834,289 | (962 | ) | 833,327 | ||||||||
| Operating real estate held for sale, net | 13,031 | (2,652 | ) | 10,379 | ||||||||
| Total net real estate investments | 847,320 | (3,614 | ) | 843,706 | ||||||||
| Cash and cash equivalents | 170,097 | 4,015 | 174,112 | |||||||||
| Restricted cash | 21,453 | (2 | ) | 21,451 | ||||||||
| Investment in unconsolidated real estate fund | 25,778 | — | 25,778 | |||||||||
| Accounts receivable, prepaids and other assets, net | 28,116 | — | 28,116 | |||||||||
| Preferred equity investments, net | 43,577 | — | 43,577 | |||||||||
| Other intangible assets, net | 5,938 | — | 5,938 | |||||||||
| Due from affiliates | 633 | — | 633 | |||||||||
| Non-real estate assets associated with operating real estate held for sale | 33 | (3 | ) | 30 | ||||||||
| TOTAL ASSETS | $ | 1,142,945 | $ | 396 | $ | 1,143,341 | ||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Mortgages payable | $ | 416,810 | $ | — | $ | 416,810 | ||||||
| Accounts payable | 756 | — | 756 | |||||||||
| Other accrued liabilities | 20,591 | (16 | ) | 20,575 | ||||||||
| Due to affiliates | 7,573 | — | 7,573 | |||||||||
| Distributions payable | 2,548 | — | 2,548 | |||||||||
| Liabilities associated with operating real estate held for sale | 123 | (36 | ) | 87 | ||||||||
| Total Liabilities | 448,401 | (52 | ) | 448,349 | ||||||||
| 6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 6,473,063 shares issued and outstanding at March 31, 2026 | 146,945 | — | 146,945 | |||||||||
| 7.5% Series B Redeemable Preferred Stock, liquidation preference $25.00 per share, 14,000,000 shares authorized; 104,288 shares issued and outstanding at March 31, 2026 | 2,294 | — | 2,294 | |||||||||
| Equity | ||||||||||||
| Stockholders’ Equity | ||||||||||||
| Preferred stock, $0.01 par value, 206,000,000 shares authorized; no shares issued and outstanding at March 31, 2026 | — | — | — | |||||||||
| Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 4,043,514 shares issued and outstanding at March 31, 2026, historical and pro forma | 40 | — | 40 | |||||||||
| Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at March 31, 2026, historical and pro forma | — | — | — | |||||||||
| Additional paid-in-capital | 121,504 | — | 121,504 | |||||||||
| Cumulative earnings in excess of distributions | 3,260 | 440 | 3,700 | |||||||||
| Accumulated other comprehensive gain | 38 | — | 38 | |||||||||
| Total Stockholders’ Equity | 124,842 | 440 | 125,282 | |||||||||
| Noncontrolling Interests | ||||||||||||
| Operating partnership units | 285,667 | — | 285,667 | |||||||||
| Partially-owned properties | 134,796 | 8 | 134,804 | |||||||||
| Total Noncontrolling Interests | 420,463 | 8 | 420,471 | |||||||||
| Total Equity | 545,305 | 448 | 545,753 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 1,142,945 | $ | 396 | $ | 1,143,341 | ||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2026
| (a) | Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. |
| (b) | Reflects the Company’s disposition of its interest in 16 units within the Golden Pacific portfolio that occurred during the period of April 1, 2026 through May 27, 2026 which were included in the Company’s historical consolidated balance sheet. The dispositions of the Golden Pacific units were to unaffiliated third parties. The pro forma financial information does not reflect the subsequent reinvestment of the net proceeds from such dispositions. |
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | ||||||||||||
| Bluerock Homes Trust, Inc. Historical (a) | Golden Pacific Units Sales (b) | Pro Forma Total | ||||||||||
| Revenues | ||||||||||||
| Rental and other property revenues | $ | 19,701 | $ | (104 | ) | $ | 19,597 | |||||
| Total revenues | 19,701 | (104 | ) | 19,597 | ||||||||
| Expenses | ||||||||||||
| Property operating | 9,081 | (95 | ) | 8,986 | ||||||||
| Property management and asset management fees | 1,571 | (20 | ) | 1,551 | ||||||||
| General and administrative | 3,114 | — | 3,114 | |||||||||
| Management fees to related party | 2,688 | — | 2,688 | |||||||||
| Acquisition and other transaction costs | 43 | — | 43 | |||||||||
| Weather-related losses, net | 250 | — | 250 | |||||||||
| Impairment of real estate investments | 601 | — | 601 | |||||||||
| Depreciation and amortization | 8,858 | (49 | ) | 8,809 | ||||||||
| Total expenses | 26,206 | (164 | ) | 26,042 | ||||||||
| Other (expense) income | ||||||||||||
| Other expense, net | (882 | ) | 2 | (880 | ) | |||||||
| Income from preferred equity investments | 1,531 | — | 1,531 | |||||||||
| Share of net earnings of equity method investment | 296 | — | 296 | |||||||||
| Gain on sale of real estate investments, net | 584 | (280 | ) | 304 | ||||||||
| Loss on extinguishment of debt costs | (36 | ) | — | (36 | ) | |||||||
| Interest expense, net | (6,485 | ) | — | (6,485 | ) | |||||||
| Interest income | 1,276 | — | 1,276 | |||||||||
| Total other expense | (3,716 | ) | (278 | ) | (3,994 | ) | ||||||
| Loss before income taxes | (10,221 | ) | (218 | ) | (10,439 | ) | ||||||
| Income tax expense | (76 | ) | — | (76 | ) | |||||||
| Net loss | (10,297 | ) | (218 | ) | (10,515 | ) | ||||||
| Preferred stock dividends | (2,609 | ) | — | (2,609 | ) | |||||||
| Preferred stock accretion | (993 | ) | — | (993 | ) | |||||||
| Net loss attributable to noncontrolling interests | ||||||||||||
| Operating partnership units | 7,824 | 152 | 7,976 | |||||||||
| Partially-owned properties | 2,642 | — | 2,642 | |||||||||
| Net loss attributable to noncontrolling interests | 10,466 | 152 | 10,618 | |||||||||
| Net loss attributable to common stockholders | $ | (3,433 | ) | $ | (66 | ) | $ | (3,499 | ) | |||
| Loss per common share (c) | ||||||||||||
| Net loss per common share – Basic | $ | (0.90 | ) | $ | (0.91 | ) | ||||||
| Net loss per common share – Diluted | $ | (0.90 | ) | $ | (0.91 | ) | ||||||
| Weighted average basic common shares outstanding | 3,898,102 | 3,898,102 | ||||||||||
| Weighted average diluted common shares outstanding | 3,898,102 | 3,898,102 | ||||||||||
| Other comprehensive income | ||||||||||||
| Unrealized gain on available-for-sale investments, net | $ | 89 | $ | — | $ | 89 | ||||||
| Less unrealized gain attributable to Operating partnership units | (62 | ) | — | (62 | ) | |||||||
| Other comprehensive income attributable to common stockholders | 27 | — | 27 | |||||||||
| Comprehensive loss attributable to noncontrolling interests | 10,404 | 152 | 10,556 | |||||||||
| Comprehensive loss attributable to common stockholders | $ | (3,406 | ) | $ | (66 | ) | $ | (3,472 | ) | |||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| (a) | Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. |
| (b) | Reflects the Company’s disposition of its interest in an aggregate of 35 units within the Golden Pacific portfolio that occurred during the period of January 1, 2026 through May 27, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Golden Pacific units were to unaffiliated third parties. |
| (c) | Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. |
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2025
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | ||||||||||||
| Bluerock Homes Trust, Inc. Historical (a) | Golden Pacific Unit Sales (b) | Pro Forma Total | ||||||||||
| Revenues | ||||||||||||
| Rental and other property revenues | $ | 68,136 | $ | (697 | ) | $ | 67,439 | |||||
| Interest income from loan investments | 598 | — | 598 | |||||||||
| Total revenues | 68,734 | (697 | ) | 68,037 | ||||||||
| Expenses | ||||||||||||
| Property operating | 33,185 | (311 | ) | 32,874 | ||||||||
| Property management and asset management fees | 5,372 | (135 | ) | 5,237 | ||||||||
| General and administrative | 11,249 | — | 11,249 | |||||||||
| Management fees to related party | 10,471 | — | 10,471 | |||||||||
| Acquisition and other transaction costs | 418 | — | 418 | |||||||||
| Weather-related losses, net | 59 | — | 59 | |||||||||
| Impairment of real estate investments | 5,905 | — | 5,905 | |||||||||
| Depreciation and amortization | 29,418 | (275 | ) | 29,143 | ||||||||
| Total expenses | 96,077 | (721 | ) | 95,356 | ||||||||
| Other (expense) income | ||||||||||||
| Other expense, net | (139 | ) | 20 | (119 | ) | |||||||
| Income from preferred equity investments | 8,759 | — | 8,759 | |||||||||
| Share of net earnings of equity method investment | 1,058 | — | 1,058 | |||||||||
| Recovery of credit losses, net | 103 | — | 103 | |||||||||
| Gain on sale of real estate investments, net | 1,689 | — | 1,689 | |||||||||
| Gain on sale of available-for-sale investments, net | 3,664 | — | 3,664 | |||||||||
| Loss on extinguishment of debt costs | (27 | ) | — | (27 | ) | |||||||
| Interest expense, net | (23,988 | ) | — | (23,988 | ) | |||||||
| Interest income | 5,258 | — | 5,258 | |||||||||
| Total other expense | (3,623 | ) | 20 | (3,603 | ) | |||||||
| Loss before income taxes | (30,966 | ) | 44 | (30,922 | ) | |||||||
| Income tax expense | (1,632 | ) | — | (1,632 | ) | |||||||
| Net loss | (32,598 | ) | 44 | (32,554 | ) | |||||||
| Preferred stock dividends | (9,203 | ) | — | (9,203 | ) | |||||||
| Preferred stock accretion | (4,538 | ) | — | (4,538 | ) | |||||||
| Net loss attributable to noncontrolling interests | ||||||||||||
| Operating partnership units | 25,797 | (30 | ) | 25,767 | ||||||||
| Partially-owned properties | 9,051 | — | 9,051 | |||||||||
| Net loss attributable to noncontrolling interests | 34,848 | (30 | ) | 34,818 | ||||||||
| Net loss attributable to common stockholders | $ | (11,491 | ) | $ | 14 | $ | (11,477 | ) | ||||
| Loss per common share (c) | ||||||||||||
| Net loss per common share – Basic | $ | (3.02 | ) | $ | (3.02 | ) | ||||||
| Net loss per common share – Diluted | $ | (3.02 | ) | $ | (3.02 | ) | ||||||
| Weighted average basic common shares outstanding | 3,889,301 | 3,889,301 | ||||||||||
| Weighted average diluted common shares outstanding | 3,889,301 | 3,889,301 | ||||||||||
| Other comprehensive income | ||||||||||||
| Unrealized gain on available for sale investments | $ | 568 | $ | — | $ | 568 | ||||||
| Less unrealized gain attributable to Operating partnership units | (393 | ) | — | (393 | ) | |||||||
| Other comprehensive income attributable to common stockholders | 175 | — | 175 | |||||||||
| Comprehensive loss attributable to noncontrolling interests | 34,455 | (30 | ) | 34,425 | ||||||||
| Comprehensive loss attributable to common stockholders | $ | (11,316 | ) | $ | 14 | $ | (11,302 | ) | ||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED DECEMBER 31, 2025
| (a) | Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation. Specifically, impairment of real estate amounts that were previously included with gains on sales of real estate in a single line item on the consolidated statements of operations and comprehensive income (loss) are now presented separately within impairment of real estate investments. |
| (b) | Reflects the Company’s disposition of its interest in an aggregate of 35 units within the Golden Pacific portfolio that occurred during the period of January 1, 2026 through May 27, 2026 which were included in the Company’s historical consolidated statement of operations and comprehensive income (loss). The dispositions of the Golden Pacific units were to unaffiliated third parties. |
| (c) | Loss per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical loss per share amounts are the amounts reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of loss per share. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BLUEROCK HOMES TRUST, INC. | |||
| DATE: | June 2, 2026 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | |||
| Chief Financial Officer and Treasurer | |||