BHM 10-Q
Bluerock Homes Trust, Inc. (BHM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from _______ to ______
Commission File Number
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | ☒ | |
Smaller reporting company | Emerging growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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Number of shares outstanding of the registrant’s
classes of common stock, as of May 5, 2025
Class A Common Stock:
Class C Common Stock:
BLUEROCK HOMES TRUST, INC.
FORM 10-Q
March 31, 2025
2
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
BLUEROCK HOMES TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited) | ||||||
March 31, | December 31, | |||||
| 2025 |
| 2024 | |||
ASSETS |
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Net Real Estate Investments |
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Land | $ | | $ | | ||
Buildings and improvements |
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Furniture, fixtures and equipment |
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Construction in process | | | ||||
Total gross operating real estate investments |
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Accumulated depreciation |
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Total net operating real estate investments |
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Operating real estate held for sale, net | | | ||||
Total Net Real Estate Investments | | | ||||
Cash and cash equivalents |
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Restricted cash |
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Notes and accrued interest receivable, net | | | ||||
Accounts receivable, prepaids and other assets, net |
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Preferred equity investments, net |
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In-place lease intangible assets, net | | | ||||
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Non-real estate assets associated with operating real estate held for sale | | | ||||
TOTAL ASSETS | $ | | $ | | ||
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LIABILITIES AND EQUITY |
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Mortgages payable | $ | | $ | | ||
Revolving credit facilities |
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Accounts payable |
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Other accrued liabilities |
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Distributions payable | | | ||||
Liabilities associated with operating real estate held for sale | | | ||||
Total Liabilities |
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Equity |
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Stockholders’ Equity |
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Preferred stock, $ |
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Common stock - Class A, $ | |
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Common stock - Class C, $ |
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Additional paid-in-capital | | | ||||
Cumulative earnings in excess of distributions | | | ||||
Accumulated other comprehensive gain (loss) | ( | |||||
Total Stockholders’ Equity | ||||||
Noncontrolling Interests |
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Operating partnership units | ||||||
Partially owned properties | ||||||
Total Noncontrolling Interests | ||||||
Total Equity | ||||||
TOTAL LIABILITIES AND EQUITY | $ | $ | ||||
See Notes to Consolidated Financial Statements
3
BLUEROCK HOMES TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited)
(In thousands, except share and per share amounts)
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Revenues |
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Rental and other property revenues | $ | | $ | | ||
Interest income from loan investments |
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Total revenues |
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Expenses |
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Property operating |
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Property management and asset management fees |
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General and administrative |
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Management fees to related party |
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Acquisition and other transaction costs |
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Depreciation and amortization |
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Total expenses |
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Other (expense) income |
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Other (expense) income, net |
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Income from preferred equity investments | | | ||||
Recovery of (provision for) credit losses, net |
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Gain on sale and impairment of real estate investments, net |
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Loss on extinguishment of debt costs | ( | — | ||||
Interest expense, net |
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Interest income | | | ||||
Total other (expense) income |
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Loss before income taxes |
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Income tax expense | ( | — | ||||
Net loss | ( | ( | ||||
Preferred stock dividends | ( | ( | ||||
Preferred stock accretion | ( | — | ||||
Net loss attributable to noncontrolling interests | ||||||
Operating partnership units |
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Partially-owned properties |
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Net loss attributable to noncontrolling interests |
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Net loss attributable to common stockholders | $ | ( | $ | ( | ||
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Net loss per common share – Basic | $ | ( | $ | ( | ||
Net loss per common share – Diluted | $ | ( | $ | ( | ||
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Weighted average basic common shares outstanding | | | ||||
Weighted average diluted common shares outstanding | | | ||||
Other comprehensive income | ||||||
Unrealized gain on available for sale investments | $ | $ | — | |||
Less unrealized gain attributable to Operating partnership units | ( | — | ||||
Other comprehensive income attributable to common stockholders | — | |||||
Comprehensive loss attributable to noncontrolling interests | ( | ( | ||||
Comprehensive loss attributable to common stockholders | $ | ( | $ | ( | ||
See Notes to Consolidated Financial Statements
4
BLUEROCK HOMES TRUST, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2025
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands, except share amounts)
Class A Common Stock | Class C Common Stock | Additional | Accumulated | ||||||||||||||||||||||
Number | Number | Paid-in | Cumulative | Other Comprehensive | Noncontrolling | ||||||||||||||||||||
| of Shares |
| Par Value |
| of Shares |
| Par Value |
| Capital |
| Earnings |
| (Loss) Income |
| Interests |
| Total Equity | ||||||||
Balance, January 1, 2025 | | $ | | | $ | — | $ | | $ | | $ | ( | $ | | $ | | |||||||||
(Forfeiture) issuance of restricted Class A common stock and long-term incentive plan (“LTIP”) Units for equity incentive plan compensation | ( | — | — | — | | — | — | | | ||||||||||||||||
Issuance of C-LTIP Units to Manager | — | — | — | — | — | — | — | | | ||||||||||||||||
Common stock distributions declared | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||
Series A Preferred Stock distributions declared | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||
Series A Preferred Stock accretion | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||
Distributions to Operating Partnership noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Distributions to partially owned properties’ noncontrolling interests | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | — | | | ||||||||||||||||
Total comprehensive income | — | — | — | — | — | — | | | | ||||||||||||||||
Adjustment for noncontrolling interest ownership in the Operating Partnership | — | — | — | — | ( | — | — | | — | ||||||||||||||||
Adjustment for noncontrolling interest ownership in partially owned properties | — | — | — | — | | — | — | ( | — | ||||||||||||||||
Net income (loss) | — | — | — | — | — | | — | ( | ( | ||||||||||||||||
Balance, March 31, 2025 | | $ | | | $ | — | $ | | $ | | $ | | $ | | $ | | |||||||||
See Notes to Consolidated Financial Statements
5
BLUEROCK HOMES TRUST, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2024
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
(In thousands, except share amounts)
Class A Common Stock | Class C Common Stock | Additional | ||||||||||||||||||||
Number | Number | Paid-in | Cumulative | Noncontrolling | ||||||||||||||||||
| of Shares |
| Par Value |
| of Shares |
| Par Value |
| Capital |
| Earnings |
| Interests |
| Total Equity | |||||||
Balance, January 1, 2024 | | $ | | | $ | — | $ | | $ | | $ | | $ | | ||||||||
Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation | — |
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Issuance of C-LTIP Units to Manager | — | — | — | — | — | — | | | ||||||||||||||
Series A Preferred Stock distributions declared | — | — | — | — | — | ( | — | ( | ||||||||||||||
Distributions to partially owned properties’ noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||
Contributions from noncontrolling interests | — | — | — | — | — | — | | | ||||||||||||||
Adjustment for noncontrolling interest ownership in the Operating Partnership | — | — | — | — | ( | — | | — | ||||||||||||||
Net loss | — | — | — | — | — | ( | ( | ( | ||||||||||||||
Balance, March 31, 2024 | | $ | | | $ | — | $ | | $ | | $ | | $ | | ||||||||
See Notes to Consolidated Financial Statements
6
BLUEROCK HOMES TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Cash flows from operating activities |
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Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of fair value adjustments |
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Income from preferred equity investments |
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Gain on sale and impairment of real estate investments, net | ( | ( | ||||
Fair value adjustment of interest rate caps and swaps | | | ||||
(Recovery of) provision for credit losses, net |
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Loss on extinguishment of debt costs |
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Noncash operating lease expense | | — | ||||
Distributions of income and income from preferred equity investments |
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Share-based compensation attributable to equity incentive plan |
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Share-based compensation to Manager – C-LTIP Units |
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Changes in operating assets and liabilities: |
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Due from affiliates, net |
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Accounts receivable, prepaids and other assets |
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Notes and accrued interest receivable |
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Accounts payable and other accrued liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Acquisitions of real estate investments |
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Capital expenditures |
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Investment in notes receivable |
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Repayments on notes receivable |
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Proceeds from sale of real estate investments | | | ||||
Proceeds from redemption of preferred equity investments |
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Investment in preferred equity investments |
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Net cash provided by (used in) investing activities |
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Cash flows from financing activities: |
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Distributions to common stockholders |
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Distributions to noncontrolling interests |
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Distributions to partially owned properties’ noncontrolling interests |
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Distributions to preferred stockholders | ( | ( | ||||
Contributions from noncontrolling interests |
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Repayments on mortgages payable |
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Proceeds from revolving credit facilities |
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Repayments on revolving credit facilities | ( | — | ||||
Payments of deferred financing fees | ( | ( | ||||
Net proceeds from issuance of | | | ||||
Net cash (used in) provided by financing activities |
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Net increase in cash, cash equivalents and restricted cash | $ | | $ | | ||
Cash, cash equivalents and restricted cash, beginning of year |
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Cash, cash equivalents and restricted cash, end of period | $ | | $ | | ||
Reconciliation of cash, cash equivalents and restricted cash |
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Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Total cash, cash equivalents and restricted cash, end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information |
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Cash paid for interest (net of interest capitalized) | $ | | $ | | ||
Supplemental disclosure of non-cash investing and financing activities |
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Distributions payable – declared and unpaid | $ | | $ | | ||
Mortgage assumed upon property acquisition | $ | — | $ | | ||
Capital expenditures held in accounts payable and other accrued liabilities | $ | | $ | | ||
See Notes to Consolidated Financial Statements
7
BLUEROCK HOMES TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Organization and Nature of Business
Bluerock Homes Trust, Inc. (the “Company”) was incorporated in Maryland on December 16, 2021. The Company owns and operates 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. The Company’s principal objective is to generate attractive risk-adjusted returns on investments where it believes it can drive growth in funds from operations and net asset value by acquiring residential units, developing residential communities, and through Value-Add renovations. The Company’s Value-Add strategy focuses on repositioning lower-quality, less current assets to drive rent growth and expand margins to increase net operating income and maximize the Company’s return on investment.
As of March 31, 2025, the Company held
The Company has elected to be treated, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes. As a REIT, the Company generally is not subject to corporate-level income taxes. To maintain its REIT status, the Company is required, among other requirements, to distribute annually at least
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The Company conducts its operations through Bluerock Residential Holdings, L.P., its operating partnership (the “Operating Partnership”), of which it is the sole general partner. The consolidated financial statements include the Company’s accounts and those of the Operating Partnership and its subsidiaries. As of March 31, 2025, limited partners other than the Company owned approximately
Certain amounts in prior year financial statement presentation have been reclassified to conform to the current year presentation.
Summary of Significant Accounting Policies
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025 for discussion of the Company’s significant accounting policies. During the three months ended March 31, 2025, there were no material changes to these policies.
8
Real Estate Investments, Preferred Equity Investments and Notes Receivable
The Company first analyzes 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 the Company is 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. The Company continuously re-assesses at each level of the investment whether (i) the entity is a VIE, and (ii) the Company is the primary beneficiary of the VIE. If it was determined that an entity in which the Company holds an interest qualified as a VIE and the Company was the primary beneficiary, the entity would be consolidated.
If, after consideration of the VIE accounting literature, the Company has determined that an entity is not a VIE, the Company assesses 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 the Company is in control of and requiring consolidation of the limited liability company and partnership venture structures, the Company evaluates the respective rights and privileges afforded each member or partner (collectively referred to as “member”). The Company’s 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.
The Company analyzes 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. The Company has evaluated its 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, the Company next evaluates 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, the Company classifies each investment as an available-for-sale (“AFS”) debt security as it does not have the positive intent to hold all investments to maturity. The Company accounts for these investments as preferred equity investments in its consolidated balance sheets, and it earns a fixed return on these investments which is included within income from preferred equity investments in its consolidated statements of operations and comprehensive income. AFS debt securities are carried at fair value in the Company’s consolidated balance sheets, and any unrealized gains or losses on AFS debt securities are reported as a component of accumulated other comprehensive income in its consolidated balance sheets, and as a component of other comprehensive income in its consolidated statements of operations and comprehensive income. The Company evaluates the collectability of each preferred equity investment and estimates a provision for credit loss, as applicable. Refer to the Current Expected Credit Losses (“CECL”) section of this Note for further information regarding CECL and the Company’s provision for credit losses.
Prior to the fourth quarter 2024, the Company classified its 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 March 31, 2025, the Company does not have the positive intent to hold all the securities to maturity. As such, the Company has reclassified all its 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, the Company has concluded that the characteristics and the facts and circumstances indicate that loan accounting treatment is appropriate. The Company recognizes interest income on its 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 its notes receivable are deferred and amortized using the effective interest method over the term of the related note receivable. The Company evaluates the collectability of each loan investment and estimates a provision for credit loss, as applicable. Refer to the CECL section of this Note for further information regarding CECL and the Company’s provision for credit losses.
9
Income Taxes
For the three months ended March 31, 2025, the Company recorded current income tax expense of approximately $
Interim Financial Information
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the Unites States of America (“GAAP”) for interim financial reporting, and the instructions to Form 10-Q and Article 10-1 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all the information and notes or disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for interim periods should not be considered indicative of the operating results for a full year.
The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and disclosures required by GAAP for complete financial statements. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s audited consolidated financial statements for the year ended December 31, 2024 contained in the Annual Report on Form 10-K as filed with the SEC on March 20, 2025.
Use of Estimates
The preparation of the financial statements in conformity with 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.
New Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update No. 2024-03 “Disaggregation of Income Statement Expenses (Subtopic 220-40)” (“ASU 2024-03”). The amendments in ASU 2024-03 require additional disclosure of specified information about certain costs and expenses within the notes to the financial statements. The amendments in ASU 2024-03 are effective for the Company for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2024-03 on its financial disclosures.
Current Expected Credit Losses
Notes Receivable
The Company estimates provision for credit losses on its 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.
The Company estimates its 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, the Company applies a default rate to the investments for the remaining loan investment hold period. As the Company does not have a significant historical population of loss data on its loan investments, the Company’s default rate utilized for CECL is based on an external historical loss rate for commercial real estate loans.
In addition to analyzing investments as a pool, the Company performs 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 the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if the Company determines that it is probable that it 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.
10
In estimating the value of the underlying collateral when determining if a loan investment is fully recoverable, the Company evaluates 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 the Company’s 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. The Company 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, the Company records a provision for credit loss on that loan investment. As the investment no longer displays 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
The Company performs an individual assessment of expected credit losses for its 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 the Company expects repayment through the sale of the collateral, the Company calculates expected credit losses based on the value of the underlying collateral as of the reporting date. During this review process, if the Company determines that it is probable that it 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.
Significant Risks and Uncertainties
Uncertainty Due to Economic Volatility
The Company’s results of operations in the future may be directly or indirectly affected by uncertainties such as the effects of inflation and related volatility in the market. As inflation accelerated rapidly in the first half of 2023, the Federal Reserve increased interest rates a total of four times during 2023 to curb the effects of rising inflation. While the Federal Reserve held rates steady between July 2023 and September 2024, then reduced interest rates by 50-basis points in September 2024, with another 25-basis point reduction in each of November and December 2024, there can be no assurances that interest rates will not rise again, and the Company’s operating costs, including utilities and payroll, may increase as a result of increases in inflation. Rising interest rates cause uncertainty in credit and capital markets which could have material and adverse effects on the Company’s financial condition, results of operations and cash flows. In addition, any tariffs imposed by the current administration or other countries may cause further inflationary pressures in the economy, uncertainty and volatility of debt and equity markets, and a slowdown in the U.S. and global economies. The announced tariffs are likely to increase construction costs and further reduce already constrained new supply starts, which could adversely impact the timing of actual completion and/or stabilization of build - to - rent communities, including potential delays due to supply shortages and labor shortages. The long-term impact of these economic developments will largely depend on any future action by the Federal Reserve, future laws that may be enacted, the impact on job growth and the broader economy, and reactions by consumers, companies, governmental entities and capital markets. The Company continues to closely monitor the impact of economic volatility on all aspects of its business.
Note 3 – Sale of Real Estate Assets
Sale of Consolidated Operating Units
During the first quarter 2025, the Company closed on the following sales:
11
Held for Sale
At March 31, 2025, the Company classified an aggregate of
Note 4 - Investments in Real Estate
As of March 31, 2025, the Company held
Consolidated Investments
Number of | Ownership |
| |||||
Operating Investment Name |
| Location / Market |
| Units (1) |
| Interest | |
Scattered Single-Family Homes | |||||||
Ballast | | | % | ||||
Golden Pacific | | | % | ||||
ILE | | | % | ||||
Indy-Springfield | | | % | ||||
Peak JV 2 | | | % | ||||
Peak JV 3 | | | % | ||||
Savannah-84 | | | % | ||||
Total Scattered Single-Family Homes | | ||||||
Residential Communities | |||||||
Allure at Southpark | | | % | ||||
Amira at Westly | | | % | ||||
Avenue at Timberlin Park | | | % | ||||
Villas at Huffmeister | | | % | ||||
Wayford at Concord | | | % | ||||
Yauger Park Villas |
|
| |
| | % | |
Total Residential Communities Units | | ||||||
Total Operating Units | | ||||||
Development Investment Name | |||||||
Residential Communities | |||||||
Abode Wendell Falls | | | % | ||||
Total Development Units | | ||||||
Total Units | |
(1) | Total number of units includes an aggregate of |
Depreciation expense was $
Intangibles related to the Company’s consolidated investments in real estate consist of the value of in-place leases. Amortization expense related to the in-place leases was $
12
Preferred Equity and Loan Investments
Actual / | ||||
Planned | ||||
Number of | ||||
Lease-up Investment Name |
| Location / Market |
| Units |
Chandler | | |||
The Cottages at Myrtle Beach |
|
| | |
Wayford at Innovation Park | | |||
Willow Park | | |||
Total Lease-up Units | | |||
Development Investment Name |
|
| ||
Canvas at Wildwood | | |||
Indigo Cove |
|
| | |
River Ford | | |||
Total Development Units | | |||
Operating Investment Name (1) | ||||
The Cottages of Port St. Lucie | | |||
Wayford at Pringle | | |||
Total Operating Units | | |||
Total Units | |
(1) | Operating investments represent stabilized operating properties. |
Note 5 – Notes and Interest Receivable
Following is a summary of the notes and accrued interest receivable due from loan investments at March 31, 2025 and December 31, 2024 (amounts in thousands):
| March 31, |
| December 31, | |||
Investment Name |
| 2025 |
| 2024 | ||
Notes Receivable | ||||||
Wayford at Pringle (1) | $ | — | $ | | ||
Willow Park |
| |
| | ||
Total notes receivable | $ | | $ | | ||
Accrued Interest Receivable |
|
| ||||
Wayford at Pringle (1) | $ | — | $ | | ||
Willow Park |
| |
| | ||
Total accrued interest receivable | $ | | $ | | ||
Total notes and accrued interest receivable | $ | | $ | | ||
Allowance for credit losses | ( | ( | ||||
Total, net | $ | | $ | | ||
(1) | In February 2025, the Company’s loan investment in Wayford at Pringle was paid off in full, including any accrued but unpaid interest amounts. Refer to the Loan Investment Summary disclosure below for further information. |
13
Allowance for Credit Losses
The provision for credit losses of the Company’s loan investments at March 31, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands):
| March 31, |
| December 31, | |||
2025 | 2024 | |||||
Beginning balances, net as of January 1, 2025 and 2024, respectively | $ | |
| $ | ||
(Recovery of) provision for credit losses on pool of assets, net (1) | ( | |||||
Allowance for credit losses, net, end of period | $ | | $ | |||
(1) | Under CECL, a provision for, or recovery of, credit losses for similar assets is calculated based on a historical default rate applied to the remaining life of the assets. The recovery of credit losses during the period ended March 31, 2025 was primarily attributable to the removal of one investment to the pool of assets. |
Following is a summary of the interest income from loan investments for the three months ended March 31, 2025 and 2024 (amounts in thousands):
| Three Months Ended | |||||
March 31, | ||||||
Investment Name | 2025 | 2024 | ||||
The Woods at Forest Hill (1) | $ | — | $ | | ||
Wayford at Pringle |
| | | |||
Willow Park |
| | | |||
Total | $ | | $ | | ||
(1) | In August 2024, the Company’s loan investment in The Woods at Forest Hill was paid off in full. |
Loan Investment Summary
During the three months ended March 31, 2025, the Company’s loan investment in Wayford at Pringle was paid off in full in the aggregate amount of $
14
Note 6 – Preferred Equity Investments
At March 31, 2025, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in
The carrying amount of the Company’s preferred equity investments at March 31, 2025 and December 31, 2024 is summarized in the table below (amounts in thousands):
March 31, | December 31, | |||||
Investment Name |
| 2025 |
| 2024 | ||
Canvas at Wildwood | $ | | $ | | ||
Chandler | | | ||||
Indigo Cove | | | ||||
River Ford |
| |
| | ||
The Cottages at Myrtle Beach |
| |
| | ||
The Cottages of Port St. Lucie | | | ||||
Wayford at Innovation Park |
| |
| | ||
Wayford at Pringle |
| |
| | ||
Total | $ | | $ | | ||
Gross unrealized gain (loss), net |
| |
| ( | ||
Total, net | $ | | $ | | ||
The following table summarizes the net carrying amount and fair value of the Company’s preferred equity investments, which are classified as available-for-sale debt securities, by contractual maturity at March 31, 2025 (amounts in thousands):
| Available-for-sale | |||||
Net carrying amount | Fair value | |||||
Due within one year | $ | | $ | | ||
Due after one year through three years |
| |
| | ||
Due after three years | ||||||
Total | $ | | $ | | ||
The following table summarizes the Company’s income from preferred equity investments for the three months ended March 31, 2025 and 2024 (amounts in thousands):
Three Months Ended | ||||||
Investment Name |
| 2025 |
| 2024 | ||
Canvas at Wildwood | $ | | $ | — | ||
Chandler | | | ||||
Indigo Cove | | — | ||||
Peak Housing (1) |
| — |
| | ||
River Ford |
| |
| — | ||
The Cottages at Myrtle Beach |
| |
| | ||
The Cottages of Port St. Lucie |
| |
| | ||
The Woods at Forest Hill (1) | — | | ||||
Wayford at Innovation Park | | | ||||
Wayford at Pringle |
| |
| — | ||
Total income from preferred equity investments (2) | $ | | $ | | ||
(1) | The Company’s preferred equity investments in Peak Housing and The Woods at Forest Hill were fully redeemed in September 2024 and November 2024, respectively. |
15
(2) | Total income from preferred equity investments includes both current and accrued income amounts. For the three months ended March 31, 2025 and 2024, the accrued portion of the total income was $ |
Preferred Equity Investment Summary
In February 2025, the Company increased its original capital commitment for preferred equity interests in Wayford at Innovation Park by $
Note 7 – DST Program
The Company has a program to raise capital through private placement offerings under which it sells beneficial interests in specific Delaware statutory trusts (each, a “DST”) holding real properties (collectively, the “DST Program”). Under the DST Program, the private placement offers interest in the real property placed into a Delaware statutory trust (a “DST Property”). The underlying interest of the real property sold to investors pursuant to such private placement is leased-back by a wholly-owned subsidiary of the Operating Partnership on a long-term basis through a master lease agreement. The master lease agreement is partially guaranteed by the Operating Partnership in the form of a demand note capitalizing the lessee. Additionally, the Operating Partnership retains a fair market value purchase option giving it the right, but not the obligation, to acquire the interests in the Delaware statutory trust from the investors in exchange for OP Units or cash commencing
Under the master lease, a wholly-owned indirect subsidiary of the Operating Partnership is responsible for subleasing the property to tenants, paying certain underlying costs associated with operating the property, and remitting rent to the DST that owns such property.
As of March 31, 2025, the Company had
Note 8— Revolving Credit Facilities
The outstanding balances on the revolving credit facilities at March 31, 2025 and December 31, 2024 were as follows (amounts in thousands):
| March 31, |
| December 31, | |||
Revolving Credit Facilities |
| 2025 |
| 2024 | ||
Amended DB Credit Facility | $ | | $ | | ||
KeyBank Credit Facility |
| — |
| | ||
Total | $ | | $ | | ||
16
Amended Deutsche Bank Credit Facility (“Amended DB Credit Facility”)
In December 2023, certain of the Company’s subsidiaries entered into an amended and restated credit facility (the “Amended DB Credit Facility”) with Deutsche Bank Securities Inc. (“Deutsche Bank”), as sole lead arranger, Deutsche Bank AG, New York Branch, as administrative agent, the financial institutions party thereto as lenders and Computershare Trust Company, N.A., as paying agent and calculation agent, and the Company as a guarantor. The Amended DB Credit Facility provided for a revolving loan with a maximum commitment amount of $
KeyBank Credit Facility
On October 25, 2024, the Company, through a subsidiary of its Operating Partnership, entered into a credit agreement with KeyBank National Association (the “KeyBank Credit Facility”) related to the Company’s DST Program. The KeyBank Credit Facility provides for a revolving loan with a maximum commitment amount of $
17
Note 9 – Mortgages Payable
The following table summarizes certain information at March 31, 2025 and December 31, 2024 with respect to the Company’s senior mortgage indebtedness (amounts in thousands):
| Outstanding Principal |
| As of March 31, 2025 | |||||||||
March 31, | December 31, | Interest-only | ||||||||||
Property |
| 2025 |
| 2024 |
| Interest Rate |
| through date |
| Maturity Date | ||
Fixed Rate: | ||||||||||||
Allure at Southpark | $ | | $ | | | % | Interest-only | January 1, 2030 | ||||
Amira at Westly | | | | % | Interest-only | November 1, 2034 | ||||||
Avenue at Timberlin Park | | | | % | August 2027 | August 1, 2029 | ||||||
ILE (1) | | | | % | (2) | (1) | ||||||
Villas at Huffmeister | | | | % | (2) | October 1, 2029 | ||||||
Yauger Park Villas (3) | | | | % | (2) | April 1, 2026 | ||||||
Total Fixed Rate | $ | | $ | | ||||||||
Floating Rate: | ||||||||||||
ILE (4) | $ | | $ | | | % | Interest-only | October 1, 2027 | ||||
Wayford at Concord (5) | | | | % | May 2027 | May 1, 2029 | ||||||
Total Floating Rate |
| $ | | $ | |
|
|
|
|
|
| |
Total | $ | | $ | | ||||||||
Fair value adjustments |
|
| ( |
| ( |
| ||||||
Deferred financing costs, net | ( | ( | ||||||||||
Total mortgages payable |
| $ | | $ | |
|
|
|
|
|
| |
(1) | ILE’s fixed rate debt represents the aggregate debt outstanding across three separate credit agreements. Of the outstanding balance, one credit agreement (“CA1”) has a balance of $ |
(2) | The loan requires monthly payments of principal and interest. |
(3) | The principal balance includes a $ |
(4) | The ILE loan bears interest at one-month Term SOFR plus |
(5) | The Wayford at Concord loan bears interest at the 30-day average plus |
Deferred financing costs
Costs incurred in obtaining long-term financing are amortized on a straight-line basis to interest expense over the terms of the related financing agreements, as applicable, which approximates the effective interest method.
Fair value adjustments of debt
The Company records a fair value adjustment based upon the fair value of the loans on the date they were assumed in conjunction with acquisitions. The fair value adjustments are being amortized to interest expense over the remaining life of the loans.
18
Loss on Extinguishment of Debt and Debt Modification Costs
Upon repayment of or in conjunction with a material change (i.e., a 10% or greater difference in the cash flows between instruments) in the terms of an underlying debt agreement, the Company writes-off any unamortized deferred financing costs and fair market value adjustments related to the original debt that was extinguished. Prepayment penalties incurred on the early repayment of debt and costs incurred in a debt modification that are not capitalized would also be included within loss on extinguishment of debt and debt modification costs on the consolidated statements of operations and comprehensive income. The Company had a negligible amount of loss on extinguishment of debt and
Debt maturities
At March 31, 2025, contractual principal payments of the Company’s borrowings, including its revolving credit facilities (refer to Note 8 for further information), for the five subsequent years and thereafter are as follows (amounts in thousands):
Year |
| Total | |
2025 (April 1 – December 31) | $ | | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Thereafter |
| | |
| $ | | |
Add: Unamortized fair value debt adjustment |
| ( | |
Subtract: Deferred financing costs, net |
| ( | |
Total | $ | | |
The net book value of real estate assets providing collateral for these above borrowings was $
The mortgage loans encumbering the Company’s properties are nonrecourse, subject to certain exceptions for which the Company would be liable for any resulting losses incurred by the lender. These exceptions generally include fraud or a material misrepresentation, misstatement or omission by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. In addition, upon the occurrence of certain events, such as fraud or filing of a bankruptcy petition by the borrower, the Company or our joint ventures would be liable for the entire outstanding balance of the loan, all interest accrued thereon and certain other costs, including penalties and expenses. The mortgage loans have a period where a prepayment fee or yield maintenance would be required.
Note 10 – Fair Value of Financial Instruments
Fair Value Measurements
For financial assets and liabilities recorded at fair value on a recurring or non-recurring basis, fair value is the price the Company would expect to receive to sell an asset, or pay to transfer a liability, in an orderly transaction with a market participant at the measurement date under current market conditions. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction.
In determining fair value, observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions; preference is given to observable inputs. In accordance with GAAP and as defined in ASC Topic 820: Fair Value Measurement, these two types of inputs create the following fair value hierarchy:
● Level 1:Quoted prices for identical instruments in active markets
● Level 2: | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable |
● Level 3:Significant inputs to the valuation model are unobservable
19
If the inputs used to measure the fair value fall within different levels of the hierarchy, the fair value is determined based upon the lowest level input that is significant to the fair value measurement. Whenever possible, the Company uses quoted market prices to determine fair value. In the absence of quoted market prices, the Company uses independent sources and data to determine fair value.
Fair Value of Financial Instruments
At March 31, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due from and due to affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly liquid nature and/or short-term maturities.
The carrying values and fair values of the Company’s financial instruments at March 31, 2025 and December 31, 2024 are summarized in the table below (amounts in thousands):
March 31, 2025 | December 31, 2024 | |||||||||||||
|
| Carrying Value |
| Fair Value |
| Carrying Value |
| Fair Value | ||||||
Assets | ||||||||||||||
Preferred equity investments (1) |
| Level 3 | $ | | $ | | $ | | $ | | ||||
Liabilities |
|
|
|
|
|
|
|
| ||||||
Mortgages payable (2) |
| Level 2 | $ | | $ | | $ | | $ | | ||||
(1) | Represents the Company’s preferred equity investments which are classified as available-for-sale (“AFS”) debt securities (refer to Note 6 for further information). The Company measures the fair value of its AFS preferred equity investments utilizing observable and unobservable market inputs. The observable market inputs include recent transactions and broker quotes (“market data”). However, given the implied price dispersion amongst the market data, the fair value determination for the AFS preferred equity investments has also utilized significant unobservable inputs in discounted cash flow models based on recent performance of the collateral, the underlying collateral characteristics, industry trends as well as expectations of macroeconomic events. At each measurement date, the Company considers both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs, the fair values of AFS preferred equity investments are classified in Level 3 of the fair value hierarchy. |
(2) | The carrying values of the mortgages payable include ($ |
The Company’s operating units classified as held for sale for which it has recorded impairments, measured at fair value on a non-recurring basis, for the three months ended March 31, 2025 and 2024 are summarized in the table below (amounts in thousands). The units classified as held for sale are all reported in the Company’s scattered single-family homes segment.
| Three Months Ended | |||||
March 31, | ||||||
2025 | 2024 | |||||
Investment in operating units classified as held for sale (Level 3) | ||||||
Pre-impairment amount | $ | | $ | | ||
Total impairments (1) |
| ( | ( | |||
Fair value (2) | $ | | $ | | ||
(1) | Impairment amounts are included in gain on sale and impairment of real estate investments, net in the Company’s consolidated statements of operations and comprehensive income. |
(2) | Real estate assets classified as held for sale are reported at the lower of their carrying value or estimated fair value less costs to sell and are presented separately within operating real estate held for sale, net on the Company’s consolidated balance sheets. The estimated fair value is based on discussions with third party brokers, historical sales experience, and current market conditions. |
20
Fair Value Measurements on a Nonrecurring Basis
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its operating real estate and related intangible assets may not be recoverable. If the Company does not believe that it will be able to recover the carrying value of operating real estate, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate based on discounted cash flows of the operating asset using inputs that fall within Level 3 of the fair value hierarchy.
Derivative Financial Instruments
The estimated fair values of derivative financial instruments are valued using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and volatility. The fair value of interest rate caps is determined using the market-standard methodology of discounting the future expected cash receipts which would occur if floating interest rates rise above the strike rate of the caps. The floating interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair value of interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy.
Note 11 – Derivative Financial Instruments
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings.
The Company’s objectives in using interest rate derivative financial instruments are to add stability to interest expense and to manage the Company’s exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate caps and swaps as part of its interest rate risk management strategy. Interest rate caps involve the receipt of variable-rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium. Interest rate swaps involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The Company has not designated any of the interest rate derivatives as hedges. Although these derivative financial instruments were not designated or did not qualify for hedge accounting, the Company believes the derivative financial instruments mitigate increases in interest rates. The Company does not use derivative financial instruments for trading or speculative purposes.
21
At March 31, 2025, the Company had interest rate caps and swaps which effectively limit the Company’s exposure to interest rate risk by providing a ceiling on the underlying interest rate for $
| Interest Rate Caps |
| Interest Rate Swaps | |||
Notional balance | $ | | $ | | ||
Number of instruments |
| |
| | ||
Earliest maturity date (1) |
| May 2025 |
| March 2026 | ||
Latest maturity date |
| May 2025 |
| August 2028 | ||
| (1) | In April 2025, the Company entered into new interest rate cap agreements for both of its rate caps, with such agreements effective upon the May 2025 maturity dates of the previous rate caps. The new rate caps have an aggregate notional balance of $ |
The table below presents the classification and fair value of the Company’s derivative financial instruments on its consolidated balance sheets at March 31, 2025 and December 31, 2024 (amounts in thousands):
Derivatives not designated as hedging |
|
| Fair Values of Derivative Instruments | |||||
instruments under ASC 815-20 |
| Balance Sheet Location |
| March 31, 2025 |
| December 31, 2024 | ||
Interest rate caps |
| Accounts receivable, prepaids and other assets, net | $ | | $ | | ||
Interest rate swaps |
| Accounts receivable, prepaids and other assets, net |
| |
| | ||
The table below presents the classification and effect of the Company’s derivative financial instruments on the consolidated statements of operations and comprehensive income for the three months ended March 31, 2025 and 2024 (amounts in thousands):
The Effect of Derivative Instruments on the | ||||||||
| Statements of Operations and Comprehensive Income | |||||||
Derivatives not designated as hedging | Location of Gain (Loss) | Three Months Ended March 31, | ||||||
instruments under ASC 815-20 |
| Recognized in Income | 2025 |
| 2024 | |||
Interest rate caps |
| Interest expense, net | $ | ( | $ | ( | ||
Interest rate swaps |
| Interest expense, net |
| ( | | |||
Note 12 – Related Party Transactions
Management Agreement
In October 2022, the Company entered into a management agreement (the “Management Agreement”) with the Operating Partnership and Bluerock Homes Manager, LLC (the “Manager”), which is an affiliate of Bluerock Real Estate, LLC, pursuant to which the Manager provides for the day-to-day management of the Company’s operations. Pursuant to the terms of the Management Agreement, the Manager provides the Company with a management team and appropriate support personnel to provide such management services to the Company. The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of the Company’s board of directions (the “Board”). Specifically, the Manager is responsible for (i) the selection, purchase and sale of the Company’s portfolio investments, (ii) the Company’s financing activities, and (iii) providing the Company with advisory services, in each case in conformity with the investment guidelines and other policies approved and monitored by its Board. The Management Agreement expires on October 6, 2025 and will be automatically renewed for a
22
The Company pays the Manager a base management fee (the “base management fee”) in an amount equal to
For the three months ended March 31, 2025, the Company recorded a base management fee of $
For the three months ended March 31, 2025 and 2024, the Company recorded (i) operating expense reimbursements of $
The table below presents the related party amounts payable to the Manager at March 31, 2025 and December 31, 2024 pursuant to the terms of the Management Agreement (amounts in thousands). The Company records these payables in due to affiliates in its consolidated balance sheets.
| March 31, |
| December 31, | |||
Amounts payable to the Manager under the Management Agreement |
| 2025 |
| 2024 | ||
Base management fee | $ | | $ | | ||
Operating and direct expense reimbursements |
| |
| | ||
Offering expense reimbursements | | | ||||
Total amounts payable to the Manager | $ | | $ | | ||
Leasehold Cost-Sharing Agreement with Bluerock Real Estate Holdings, LLC
In connection with a new lease on the Company’s New York (Manhattan) headquarters, effective May 2024, the Company and an unaffiliated third-party landlord entered into a lease for separate corporate space (the “NY Premises Lease”) located at 919 Third Avenue, New York, New York (the “NY Premises”). The NY Premises Lease commenced in November 2024 when the landlord made the NY Premises available to the Company to begin its own alterations and improvements. With respect to the NY Premises, the Company and Bluerock Real Estate Holdings, LLC (“BREH”), which is an affiliate of the Manager, entered into a leasehold cost-sharing agreement (the “Leasehold Cost-Sharing Agreement”) to provide for the allocation and sharing between BREH and the Company of the costs thereunder, including costs associated with tenant improvements. BREH and certain of its respective subsidiaries and/or affiliates will share occupancy of the NY Premises. Under the Leasehold Cost-Sharing Agreement, if there is a change in control of either BREH or the Company, the allocation of costs under the Leasehold Cost-Sharing Agreement shall be modified to thereafter allocate such costs based on the average of the cost-sharing percentages between BREH and the Company over the four most recently-completed calendar quarters immediately preceding the change in control date (or shall be the average cost-sharing percentages over such shorter period, if the change in control occurs earlier than the completion of four calendar quarters). Under the NY Premises Lease, the Company, through its Operating Partnership, issued a payment of approximately $
23
The table below presents the related party amounts receivable from BREH at March 31, 2025 and December 31, 2024 pursuant to the terms of the Leasehold Cost-Sharing Agreement (amounts in thousands). The Company records these receivables in due from affiliates in its consolidated balance sheets.
Amounts receivable from BREH under the Leasehold Cost-Sharing Agreement |
| March 31, 2025 |
| December 31, 2024 | ||
Capital improvement cost reimbursements | $ | | $ | | ||
Operating and direct expense reimbursements |
| |
| | ||
Total amounts receivable from the Manager | $ | | $ | | ||
At March 31, 2025 and December 31, 2024, the Company had
BR Amira DST Manager, LLC - Amira at Westly DST
The Company has agreed to pay an asset management fee equal to
The table below presents the related party amounts payable to BR Amira DST Manager, LLC at March 31, 2025 and December 31, 2024 (amounts in thousands). The Company records these payables in due to affiliates in its consolidated balance sheets.
Amounts payable to BR Amira DST Manager, LLC |
| March 31, 2025 |
| December 31, 2024 | ||
One-time acquisition fee | $ | | $ | | ||
Asset management fees |
| |
| | ||
Other |
| |
| | ||
Total amounts payable to BR Amira DST Manager, LLC | $ | | $ | | ||
Selling Commissions and Dealer Manager Fees
In conjunction with the offering of the Company’s Series A Preferred Stock (refer to Note 13 for further information), the Company engaged a related party as dealer manager, and pays up to
Note 13 – Stockholders’ Equity and Redeemable Preferred Stock
Net Loss Per Common Share
Basic and diluted net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock and LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period. Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock and LTIP Units.
The Company considers the requirements of the two-class method when preparing earnings per share. The Company has two classes of common stock outstanding: Class A common stock, $
24
The following table reconciles the components of basic and diluted net loss per common share for the three months ended March 31, 2025 and 2024 (amounts in thousands, except share and per share amounts):
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Net loss | $ | ( | $ | ( | ||
Less preferred stock dividends | ( | ( | ||||
Less preferred stock accretion | ( | — | ||||
Less dividends on restricted stock and LTIP Units expected to vest | ( | — | ||||
Addback net loss attributable to noncontrolling interests | | | ||||
Net loss attributable to common stockholders | $ | ( | $ | ( | ||
| ||||||
Weighted average common shares outstanding (1) | | | ||||
Potential dilutive shares (2) | — | — | ||||
Weighted average common shares outstanding and potential dilutive shares (1) | | | ||||
|
| |||||
Net loss per common share, basic | $ | ( | $ | ( | ||
Net loss per common share, diluted | $ | ( | $ | ( | ||
(1) | Amounts relate to shares of the Company’s Class A and Class C common stock outstanding. |
(2) | For the three months ended March 31, 2025 and 2024, the diluted shares calculations exclude the following as the effects are antidilutive: (i) potential vesting of restricted Class A common stock of |
The effect of the conversion of OP Units is not reflected in the computation of basic and diluted earnings per share, as they are exchangeable for Class A common stock on a
Series A Redeemable Preferred Stock
During the three months ended March 31, 2025, the Company issued
In May 2024, the Company announced the payment of an enhanced special dividend replacing the previous special 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
At the date of issuance, the carrying amount of the Series A Preferred Stock was less than the redemption value. As a result of the Company’s determination that holder redemption is probable, the carrying value will be increased by periodic accretions so that the carrying value will equal the redemption value net of early redemption fees at the earliest redemption date. As of March 31, 2025, the Company had recorded a total of $
25
Series A Preferred Stock Redemption Safeguard Policy
On February 6, 2025, the Company implemented a new Series A Preferred Stock Redemption Safeguard Policy (the “Policy”) with respect to its Series A Preferred Stock. The Policy is applicable in the event of any redemption of shares of Series A Preferred Stock in shares of the Company’s 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 the Company 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 the Company’s Series A Preferred Stock.
Class A Common Stock Repurchase Plan
On February 13, 2024, the Board authorized a stock repurchase plan for the repurchase of up to an aggregate of $
On February 28, 2025, the Board authorized a new stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $
Operating Partnership and Long-Term Incentive Plan Units
As of March 31, 2025, limited partners other than the Company owned approximately
On March 7, 2025, the Company granted
In the future, the Operating Partnership may issue OP Units or preferred OP Units from time to time in connection with acquisitions of properties or for financing, compensation or other reasons.
Equity Incentive Plans
The Board has adopted, and the Company’s sole initial stockholder has approved, the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Individuals (the “BHM Individuals Plan”) and the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Entities (the “BHM Entities Plan”). Together, the Company refers to the BHM Individuals Plan and the BHM Entities Plan as the “BHM Incentive Plans.” The BHM Incentive Plans provide for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board.
26
LTIP Unit and Restricted Stock Grants
Under the BHM Incentive Plans, (i) certain of the Manager’s executive management team and personnel who provide services to the Manager were granted LTIP Units and/or shares of Class A common stock as restricted stock grants (“RSGs”) that vest over a
LTIP Units
On January 1, 2025, the Company granted
The Company recognizes compensation expense ratably over the vesting period for time-based LTIP Units based on the fair value at the date of grant. During the three months ended March 31, 2025 and 2024, the Company recognized compensation expense for such LTIP Units of approximately $
Restricted Stock
The Company recognizes compensation expense ratably over the vesting period for time-based RSGs. During the three months ended March 31, 2025 and 2024, the Company recognized compensation expense for RSGs of approximately $
The Company currently uses authorized and unissued shares to satisfy share award grants.
Distributions
Declaration Date |
| Record Date |
| Amount |
| Paid / Payable Date | |
Class A common stock | |||||||
$ | |||||||
Class C common stock | |||||||
$ | |||||||
Series A Preferred Stock (1) | |||||||
$ | |||||||
Series A Preferred Enhanced Special Dividend (2) | |||||||
$ | |||||||
| |||||||
27
(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 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 |
A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that the Company 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 the Company’s Class A common stock.
Distributions declared and paid for the three months ended March 31, 2025 were as follows (amounts in thousands):
Distributions | ||||||
2025 |
| Declared |
| Paid | ||
First Quarter | ||||||
Class A common stock | $ | | $ | — | ||
Class C common stock | | — | ||||
Series A Preferred Stock (1) | | | ||||
OP Units | | — | ||||
LTIP / C-LTIP Units | | — | ||||
Total first quarter | $ | | $ | | ||
(1) | Series A Preferred Stock amounts include the standard dividend at an annual rate of |
Note 14 – Commitments and Contingencies
The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity investments was $
The Company is subject to various legal actions and claims arising in the ordinary course of business. Although the outcome of any legal matter cannot be predicted with certainty, management does not believe that any of these legal proceedings or matters will have a material adverse effect on the consolidated financial position or results of operations or liquidity of the Company.
Lessee – Operating Lease
In connection with the Company moving its New York (Manhattan) headquarters, effective May 2024, the Company, as lessee, and an unaffiliated third-party landlord entered into the NY Premises Lease (hereinafter, the “Lease”) for the NY Premises. In accordance with ASC Topic 842 Leases, the Company classifies the Lease as an operating lease, and by way of practical expedient, the Company has elected to account for lease and non-lease (ex. common area maintenance) components of the Lease as a single lease component in its consolidated statements of operations and comprehensive income. The Company recognizes the single lease component on a straight-line basis over the term of the Lease, and expenses that are non-components of the lease, such as real estate taxes for which the Company is not a direct beneficiary of the arrangement, are expensed in the period in which the obligation for those payments are incurred. For the three months ended March 31, 2025, the Company recorded $
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Upon commencement of the Lease in November 2024, the Company recorded a right-of-use asset of $
The following table summarizes the future minimum lease payments and total operating lease liability as of March 31, 2025 (amounts in thousands):
Year |
| Total | |
2025 (April 1 – December 31) | $ | | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Thereafter |
| | |
Total future minimum lease payments (undiscounted cash flows) | $ | | |
Difference between future undiscounted cash flows and discounted cash flows |
| ( | |
Total operating lease liability | $ | | |
Note 15 – Segment Information
The Company owns and operates residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. The Company evaluates operating performance on an individual property investment level and based on the investments’ similar economic characteristics. The Company’s Chief Operating Decision Makers (“CODMs”) are its Chief Executive Officer, Chief Investment Officer and Chief Financial Officer. The CODMs’ primary financial measure for operating performance is NOI as it measures the core operations of property performance by excluding corporate level expenses and those other items not related to property operating performance. CODMs are provided financial reports which include an income statement with property revenues, property operating expenses, and property net income. These financial reports assist the CODMs in assessing the Company’s financial performance and in allocating resources appropriately. The Company views its residential real estate assets as
Scattered single-family homes segment includes the acquisition, ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.
Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas. In addition, these residential communities typically have onsite property management.
29
The following table summarizes NOI by the Company’s reportable segments for the three months ended March 31, 2025 and 2024, and reconciles NOI to net loss attributable to common stockholders on the Company’s statements of operations and comprehensive income. Prior year amounts have been reclassified to conform to the current period segment presentation (amounts in thousands):
| Three Months Ended March 31, | |||||
2025 |
| 2024 | ||||
Rental and other property revenues |
|
|
|
| ||
Scattered single-family homes | $ | | $ | | ||
Residential communities |
| |
| | ||
Total rental and other property revenues |
| |
| | ||
Property operating expenses |
|
|
|
| ||
Scattered single-family homes |
| |
| | ||
Residential communities |
| |
| | ||
Total property operating expenses |
| |
| | ||
Net operating income |
|
|
|
| ||
Scattered single-family homes |
| |
| | ||
Residential communities |
| |
| | ||
Total net operating income |
| |
| | ||
Reconciling items: |
|
|
|
| ||
Interest income from loan investments |
| |
| | ||
Property management and asset management fee expenses |
| ( |
| ( | ||
General and administrative expenses |
| ( |
| ( | ||
Management fees to related party |
| ( |
| ( | ||
Acquisition and other transaction costs |
| ( |
| ( | ||
Depreciation and amortization |
| ( |
| ( | ||
Other (expense) income |
| ( |
| | ||
Income from preferred equity investments |
| |
| | ||
Recovery of (provision for) credit losses, net |
| |
| ( | ||
Gain on sale and impairment of real estate investments, net |
| |
| | ||
Loss on extinguishment of debt |
| ( |
| — | ||
Interest expense, net |
| ( |
| ( | ||
Interest income |
| |
| | ||
Income tax expense |
| ( |
| — | ||
Net loss |
| ( |
| ( | ||
Preferred stock dividends |
| ( |
| ( | ||
Preferred stock accretion |
| ( |
| — | ||
Net loss attributable to noncontrolling interests |
| ( |
| ( | ||
Net loss attributable to common stockholders | $ | ( | $ | ( | ||
The following table reconciles the Company’s total rental and other property revenues for reportable segments to total revenues on the Company’s consolidated statement of operations and comprehensive income for the three months ended March 31, 2025 and 2024 (amounts in thousands):
| Three Months Ended March 31, | |||||
2025 | 2024 | |||||
Revenues |
|
|
|
| ||
Rental and other property revenues |
|
|
|
| ||
Scattered single-family homes | $ | | $ | | ||
Residential communities |
| |
| | ||
Total rental and other property revenues |
| |
| | ||
Interest income from loan investments |
| |
| | ||
Total revenues | $ | | $ | | ||
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Asset information by reportable segment is not provided as the CODMs do not use asset values to make decisions about the allocation of resources.
Note 16 – Subsequent Events
Declaration of Dividends
Declaration Date |
| Record Date |
| Amount |
| Paid / Payable Date | |
Series A Preferred Stock (1) |
|
|
|
|
|
| |
$ | | ||||||
| |||||||
| |||||||
Series A Preferred Enhanced Special Dividend | |||||||
(2) | |||||||
(2) | |||||||
(2) | |||||||
(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 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 |
Distributions Paid
The following distributions were declared and/or paid to the Company’s stockholders subsequent to March 31, 2025 (amounts in thousands):
Shares |
| Declaration Date |
| Record Date |
| Date Paid |
| Distribution per Share |
| Total Distribution | ||
Class A common stock | $ | | $ | | ||||||||
Class C common stock |
| |
| | ||||||||
Series A Preferred Stock (1) | | | ||||||||||
OP Units | | | ||||||||||
LTIP / C-LTIP Units | | | ||||||||||
Series A Preferred Stock (1) |
| |
| | ||||||||
Total |
| $ | | |||||||||
(1) | Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of |
Deutsche Bank Loan Amendment
On April 4, 2025, the Company entered into an amended and restated loan agreement with Deutsche Bank, in which the terms of the loan agreement were amended to convert the prior Amended DB Credit Facility (refer to Note 8 for further information) into a senior loan (the “DB Loan”). As part of the terms, the Company made a $
31
Sale of Indigo Cove and Wayford at Pringle Interests
On Aprill 11, 2025, the Company’s AFS debt security investments in Indigo Cove and Wayford at Pringle were sold to a joint venture, with such joint venture including an affiliate of the Manager, for an aggregate amount of $
Sale of The Cottages at Myrtle Beach Interests
On April 23, 2025, The Cottages at Myrtle Beach, the underlying asset of a joint venture in which the Company had a preferred equity interest located in Myrtle Beach, South Carolina, was sold. Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $
Interest in Marble Capital Income and Impact Fund, LP
On April 25, 2025, the Company closed on the acquisition of a limited partnership interest in Marble Capital Income and Impact Fund, LP (the “Marble Fund”) for a purchase price of $
Acquisition of Southern Pines Reserve
On April 28, 2025, the Company, through a Delaware statutory trust (the “Southern Pines DST”), acquired a
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Item 2. 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 financial statements of Bluerock Homes Trust, Inc., and the notes thereto. As used herein, the terms “the Company”, “we”, “our”, and “us” refer to Bluerock Homes Trust, Inc., a Maryland corporation formed on December 16, 2021, 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 Homes Manager, LLC, a Delaware limited liability company, and an entity affiliated with the Company, as our “Manager”. 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.
Forward-Looking Statements
All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” “estimate” and similar words or expressions, including the negative version of such words and expressions. These forward-looking statements are based upon our present expectations, estimates and projections about the industry and markets in which we operate, and beliefs of and assumptions made by our management involve uncertainty that could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and are not guaranteed to occur. Furthermore, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon these forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in these forward-looking statements due to numerous factors.
Additional factors that could have a material adverse effect on our operations and future prospects include, but are not limited to:
| ● | The impact of volatility in capital and credit markets, or unfavorable changes in economic conditions, including those caused by inflation and rising interest rates, in the markets in which we operate; |
| ● | The impact of epidemics, pandemics, or other outbreaks of illness, disease or virus (such as the outbreak of novel coronavirus (“COVID-19”) and its variants) and the actions taken by government authorities and other related thereto, including the ability of our company, our properties and our tenants to operate; |
| ● | the factors included in this Quarterly Report on Form 10-Q, including those set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
| ● | use of proceeds of our securities offerings; |
| ● | changes in national, regional and local economic conditions, which may be negatively impacted by concerns about inflation, deflation, tariffs and global trade tensions, government deficits, high unemployment rates, decreased consumer confidence and liquidity concerns, particularly in markets in which we have a high concentration of properties; |
| ● | fluctuations and relative increases in interest rates, which could adversely affect our ability to obtain financing on favorable terms or at all; |
| ● | the inability of tenants to pay rent; |
| ● | the existence and quality of the competition, such as the attractiveness of our properties as compared to our competitors’ properties based on considerations such as convenience of location, rental rates and safety record; |
| ● | increased operating costs, including increased real property taxes, homeowners association (“HOA”) fees, maintenance, insurance and utilities costs; |
| ● | weather conditions that may increase or decrease energy costs and other weather-related expenses; |
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| ● | oversupply of rental housing or a reduction in demand for real estate in the markets in which our properties are located; |
| ● | costs and time period required to convert acquisitions to rental properties; |
| ● | a favorable interest rate environment that may result in a significant number of potential residents of our properties deciding to purchase homes instead of renting; |
| ● | rules, regulations and/or policy initiatives by government and private actors, including HOAs, to discourage or deter the purchase of residential properties by entities owned or controlled by institutional investors; |
| ● | our ability to lease newly acquired or newly constructed residential properties; |
| ● | changes in, or increased costs of compliance with, laws and/or governmental regulations, including those governing usage, zoning, the environment and taxes; |
| ● | rent control or stabilization laws, or other laws regulating rental housing, which could prevent us from raising rents to offset increases in operating costs; |
| ● | the board of directors’ determination as to timing and payment of dividends, and our ability to pay future distributions at the dividend rates we have paid (if any); |
| ● | our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”); and |
| ● | litigation, including costs associated with prosecuting or defending claims and any adverse outcomes. |
Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this report. All forward-looking statements are made as of the date of this report and the risk that actual results will differ materially from the expectations expressed in this report will increase with the passage of time. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this report, whether as a result of new information, future events, changed circumstances or any other reason. The forward-looking statements should be read in light of the risk factors set forth in Item 1A of this Quarterly Report on Form 10-Q, in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the Securities and Exchange Commission (“SEC”) on March 20, 2025, and subsequent filings by us with the SEC, or “Risk Factors”.
Overview
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.
As of March 31, 2025, 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 5,048 residential units, comprised of 3,414 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 March 31, 2025, our consolidated operating investments were approximately 91.9% occupied; excluding units classified as held for sale and down/renovation units, our consolidated operating investments were approximately 94.1% occupied.
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We have elected to be treated, and currently qualify, as a 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.
Industry Segments
We own and operate residential real estate assets that generate rental and other property-related income through the leasing of residential units to a diverse base of tenants. We view our residential real estate assets as two reportable segments, consisting of (i) scattered single-family homes, and (ii) residential communities. Our Chief Operating Decision Makers, which are our Chief Executive Officer, Chief Investment Officer and Chief Financial Officer, do not distinguish or group operations on a geographic, tenant or other basis when assessing the financial performance of our portfolio of properties/investments.
Scattered single-family homes segment includes the acquisition, ownership, management, and renovation of scattered single-family homes, which are, generally, detached homes with no onsite property management.
Residential communities segment includes the acquisition, ownership, management, renovation, construction, and development of residential communities, which include both detached single-family home communities and attached unit communities such as apartments, townhouses, and duplexes. Each residential community is, generally, located on a single, contiguous land parcel and has amenities including clubhouses, gyms, pools and common areas. In addition, these residential communities typically have onsite property management.
Inflation and Related Economic Volatility
While inflationary pressures have shown signs of moderation, we continue to monitor increases in inflation and rising interest rates and resulting economic changes in credit and capital markets. Inflation and its related impacts, including increased prices for services and goods and higher interest rates and wages, and any policy interventions by the U.S. government, could negatively impact our residents’ ability to pay rents and our results of operations. Substantially all our leases are for a term of one year or less, which we believe mitigates our exposure to inflation, by permitting us to set rents commensurate with inflation (subject to rent regulations to the extent they apply and assuming our current or prospective residents will accept and can pay commensurate increased rents, of which there can be no assurance). Inflation could outpace any increases in rent and adversely affect us. We may not be able to mitigate the effects of inflation and related impacts, and the duration and extent of any prolonged periods of inflation, and any such related adverse effects on our results of operations and financial condition are unknown at this time. Inflation may also cause increased volatility in financial markets, which could affect our ability to access the capital markets or impact the cost or timing at which we are able to do so. Inflation may also increase the costs to complete our development projects, including costs of materials, labor and services from third-party contractors and suppliers. Higher construction costs could adversely impact our investments in real estate assets and our expected yields on development projects.
Additionally, developments in the banking industry in early 2023 caused uncertainty and concern regarding the strength of the banking system. As a result, the cost of obtaining debt from credit and capital markets increased as many lenders increased interest rates, enacted tighter lending standards, and reduced and, in some cases, ceased to provide funding to borrowers. Although our banking relationships are primarily with large national banks, a significant disruption to the banking system could lead to market-wide liquidity problems which could adversely affect our access to capital and our cost of capital. If we need to incur debt from a source other than our revolving credit facilities, we cannot be certain the additional financing will be available to the extent required and on acceptable terms. If debt financing on acceptable terms is not available, we may be unable to fully execute our growth strategy, otherwise take advantage of business opportunities, or respond to competitive pressures, any of which could have a material adverse effect on our results of operations and financial condition.
35
Other weakened economic conditions, including job losses, high unemployment levels, stock market volatility, and uncertainty about the future, could adversely affect rental rates and occupancy levels. In addition, any tariffs imposed by the current administration or other countries may cause further inflationary pressures in the economy, uncertainty and volatility of debt and equity markets, and a slowdown in the U.S. and global economies. The announced tariffs are likely to increase construction costs and further reduce already constrained new supply starts, which could adversely impact the timing of actual completion and/or stabilization of our build - to - rent communities, including potential delays due to supply shortages and labor shortages. Any of these factors could depress economic activity and have a material adverse effect on our business, financial condition, cash flows, and our results of operations.
Other Significant Developments
Investment Activity Summary
Provided below is a summary of our investment activity during the three months ended March 31, 2025.
Sale of Consolidated Operating Units
We closed on the following sales: seven units in the ILE portfolio, four units in the Indy-Springfield portfolio, ten units in the Peak JV 2 portfolio, and eighteen units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sale agreements. The thirty-nine units were sold for an aggregate of approximately $6.9 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions. After deducting the paydown of existing mortgage indebtedness encumbering six units in the ILE portfolio of $1.2 million, the sales of the thirty-nine units generated net proceeds of approximately $5.1 million and a gain on sales of approximately $0.8 million.
Loan Investment Activity
Our loan investment in Wayford at Pringle was paid off in full in the aggregate amount of $23.0 million, which included principal investment of $22.3 million and accrued interest of $0.7 million.
Preferred Equity Investment Summary
Our preferred equity investment activity was as follows: (i) we increased our original capital commitment for preferred equity interests in Wayford at Innovation Park by $2.0 million, increasing our total investment to $15.4 million, and (ii) as of March 31, 2025, we had funded $11.8 million of our $26.9 million aggregate commitment to fund capital for preferred equity interests in Canvas at Wildwood, Indigo Cove and River Ford.
Held for Sale
At March 31, 2025, we classified an aggregate of 138 units as held for sale in our consolidated balance sheets, and for the three months ended March 31, 2025, we recorded an impairment of $0.1 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 138 units classified as held for sale are all reported in our scattered single-family homes segment and are included in the following portfolios: 11 units of ILE, 33 units of Indy-Springfield, 22 units of Peak JV 2, and all 72 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 three months ended March 31, 2025, we issued 651,768 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 $14.1 million after (i) commissions, dealer manager fees and sales discounts, and (ii) costs related to establishing the offering of Series A Preferred Stock. As of March 31, 2025, we had issued a total of 5,285,053 shares of Series A Preferred Stock with total net proceeds of approximately $115.2 million after commissions, dealer manager fees, sales discounts and offering costs. Additionally, as of March 31, 2025, we, at the request of holders, had redeemed 6,560 shares of Series A Preferred Stock through the issuance of 9,103 shares of Class A common stock.
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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.
Stockholders’ Equity
Our total stockholders’ equity decreased $2.0 million from $139.1 million as of December 31, 2024 to $137.1 million as of March 31, 2025. The decrease in our total stockholders’ equity is primarily attributable to dividends declared of $2.5 million and preferred stock accretion of $0.5 million, partially offset by comprehensive income of $0.5 million and a net adjustment of $0.4 million for noncontrolling interests.
Results of Operations
The following is a summary of our consolidated real estate investments as of March 31, 2025:
|
|
| Occupancy – | |||||||||||||
Excluding Held | ||||||||||||||||
Number of |
| Average |
| Ownership |
| Average |
| Occupancy – | for Sale/Reno | |||||||
Operating Investment Name |
| Market / Location |
| Units (1) |
| Year Built |
| Interest |
| Rent (2) |
| All Units (3) |
| Units (4) | ||
Scattered Single-Family Homes |
|
| ||||||||||||||
Ballast |
| AZ / CO / WA | 84 | 1998 | 95 | % | $ | 2,086 |
| 98.8 | % | 98.8 | % | |||
Golden Pacific |
| IN / KS / MO | 169 | 1977 | 97 | % |
| 1,790 |
| 95.3 | % | 96.4 | % | |||
ILE |
| TX / SE US | 471 | 1991 | 95 | % |
| 1,866 |
| 91.3 | % | 93.9 | % | |||
Indy-Springfield |
| IN / MO | 319 | 1999 | 100 | % |
| 1,352 |
| 93.1 | % | 96.5 | % | |||
Peak JV 2 |
| Various / TX | 563 | 1981 | 80 | % |
| 1,334 |
| 88.3 | % | 91.3 | % | |||
Peak JV 3 |
| Dallas-Fort Worth, TX | 72 | 1960 | 56 | % |
| 1,306 |
| 58.3 | % | — | ||||
Savannah-84 |
| Savannah, GA | 84 | 2022 | 100 | % |
| 1,832 |
| 98.8 | % | 98.8 | % | |||
Total Scattered Single-Family Homes / Average | 1,762 | $ | 1,590 | 90.4 | % | 94.3 | % | |||||||||
Residential Communities |
|
|
| |||||||||||||
Allure at Southpark |
| Charlotte, NC | 350 | 2014 | 98 | % | $ | 1,727 |
| 92.0 | % | 92.0 | % | |||
Amira at Westly | Tampa, FL | 408 | 1999/2023 | 51 | % | 1,927 | 92.6 | % | 92.9 | % | ||||||
Avenue at Timberlin Park | Jacksonville, FL | 200 | 2001 | 100 | % | 1,600 | 92.5 | % | 93.0 | % | ||||||
Villas at Huffmeister | Houston, TX | 294 | 2007 | 95 | % | 1,567 | 95.6 | % | 95.9 | % | ||||||
Wayford at Concord | Concord, NC | 150 | 2019 | 83 | % | 2,148 | 95.3 | % | 96.0 | % | ||||||
Yauger Park Villas | Olympia, WA | 80 | 2010 | 95 | % | 2,449 | 98.8 | % | 98.8 | % | ||||||
Total Residential Communities Units / Average | 1,482 | $ | 1,816 | 93.7 | % | 93.9 | % | |||||||||
Total Operating Units / Average |
|
| 3,244 |
|
| $ | 1,695 | 91.9 | % | 94.1 | % | |||||
Development Investment Name | ||||||||||||||||
Residential Communities | ||||||||||||||||
Abode Wendell Fall (5) | Wendell, NC | 170 | — | 100 | % | — | — | — | ||||||||
Total Development Units | 170 | |||||||||||||||
Total Units | 3,414 | |||||||||||||||
(1) | Total operating units includes an aggregate of 138 units classified as held for sale, with such units included in the following portfolios: 11 units of ILE, 33 units of Indy-Springfield, 22 units of Peak JV 2, and all 72 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 March 31, 2025. |
(3) | Percent occupied is calculated as (i) the number of units occupied as of March 31, 2025 divided by (ii) total number of units, expressed as a percentage. |
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(4) | Percent occupied is calculated as (i) the number of units occupied as of March 31, 2025 divided by (ii) total number of units, expressed as a percentage, and excludes 138 units classified as held for sale and an aggregate of 8 down/renovation units. |
(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 three months ended March 31, 2025 and 2024 ($ in thousands, except average rental rates):
| Three Months Ended March 31, |
|
| ||||||
2025 |
| 2024 |
| Variance | |||||
Rental and other property revenues |
| ||||||||
Scattered single-family homes | $ | 7,801 | $ | 8,186 | (4.7) | % | |||
Residential communities | 8,109 | 2,572 | 215.3 | % | |||||
Total rental and other property revenues | $ | 15,910 | $ | 10,758 | 47.9 | % | |||
Property operating expenses | |||||||||
Scattered single-family homes | $ | 4,150 | $ | 4,118 | 0.8 | % | |||
Residential communities | 3,502 | 887 | 294.8 | % | |||||
Total property operating expenses | $ | 7,652 | $ | 5,005 | 52.9 | % | |||
Net operating income | |||||||||
Scattered single-family homes | $ | 3,651 | $ | 4,068 | (10.3) | % | |||
Residential communities | 4,607 | 1,685 | 173.4 | % | |||||
Total net operating income | $ | 8,258 | $ | 5,753 | 43.5 | % | |||
Scattered single-family homes | 89.9 | % | 91.5 | % | (160) | bps | |||
Residential communities | 94.2 | % | 96.3 | % | (210) | bps | |||
Average occupancy percentage (1)(2) | 91.8 | % | 92.5 | % | (70) | bps | |||
Scattered single-family homes | $ | 1,590 | $ | 1,528 | 4.1 | % | |||
Residential communities | 1,816 | 1,852 | (1.9) | % | |||||
Average rental rate (2)(3) | $ | 1,695 | $ | 1,600 | 5.9 | % | |||
(1)Represents the average of the ending occupancy as of the last day of each month in the period presented for all units in our consolidated portfolio.
(2)The amount presented for 2024 includes Navigator Villas which 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 period presented.
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The following is a summary of our preferred equity and loan investments as of March 31, 2025:
Total Actual / | Actual / | Actual / | Actual / | |||||||||||||||||||
Actual / | Estimated | Estimated | Estimated | Estimated | Estimated | |||||||||||||||||
Planned | Construction | Cost to Date | Construction | Initial | Construction | Average | ||||||||||||||||
Lease-up Investment Name |
| Location / Market |
| Number of Units |
| Cost (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 | 71.8 | % | 1,743 | ||||||
Chandler (2) |
| Chandler, AZ |
| 208 |
| 48.2 | 48.2 | 231,731 |
| 2Q 2024 |
| 3Q 2024 | 72.6 | % | 1,920 | |||||||
Wayford at Innovation Park |
| Charlotte, NC |
| 210 | 64.0 |
| 60.2 |
| 304,762 |
| 3Q 2023 |
| 2Q 2025 | 79.1 | % |
| 1,994 | |||||
Total Lease-up Units | 770 | |||||||||||||||||||||
Development Investment Name (3) |
|
|
|
|
|
|
|
| ||||||||||||||
Indigo Cove | Bluffton, SC | 82 | 30.2 | 9.2 | 368,293 | 4Q 2025 | 3Q 2026 | — | 3,095 | |||||||||||||
River Ford |
| Brunswick, GA |
| 170 |
| 51.6 |
| 11.5 |
| 303,529 |
| 4Q 2025 |
| 1Q 2027 | — |
| 2,004 | |||||
Canvas at Wildwood |
| Wildwood, FL |
| 224 |
| 60.3 |
| 9.7 |
| 269,196 |
| 4Q 2026 |
| 4Q 2027 | — |
| 1,937 | |||||
Total Development Units | 476 | |||||||||||||||||||||
Operating Investment Name (4) | ||||||||||||||||||||||
The Cottage of Port St. Lucie | Port St. Lucie, FL | 286 | 92.7 | % | 2,133 | |||||||||||||||||
Wayford at Pringle | Charlotte, NC | 102 | 97.1 | % | 2,453 | |||||||||||||||||
Total Operating Units | 388 | |||||||||||||||||||||
Total Units/Average | 1,634 | $ | 2,055 | |||||||||||||||||||
(1) | Represents the average pro forma effective monthly rent per occupied unit for all expected occupied units during the first full quarter of stabilization. |
(2) | Chandler commenced lease-up in June 2024. |
(3) | None of the development investments had commenced lease-up as of March 31, 2025. |
(4) | Operating investments represent stabilized operating properties. |
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Revenue
Rental and other property revenues increased $5.1 million, or 48%, to $15.9 million for the three months ended March 31, 2025 as compared to $10.8 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 137 single-family units in our portfolio since January 1, 2024. Our average rent per occupied unit increased $95, or 5.9%, to $1,695 as compared to $1,600 during the prior year period. Average occupancy decreased 70 basis points from 92.5% to 91.8% on a year over year basis.
Interest income from loan investments amounted to $0.5 million for the three months ended March 31, 2025 as compared to $0.4 million for the same prior year period due to (i) an increase in the outstanding balance of one loan investment, which was fully paid off in the first quarter 2025 and (ii) an increase in the return on a second loan investment. These increases in interest income were partially offset by the full payoff of a third loan investment in the third quarter of 2024.
Expenses
Property operating expenses increased $2.7 million, or 53%, to $7.7 million for the three months ended March 31, 2025 as compared to $5.0 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) 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 137 single-family units since January 1, 2024.
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Property management and asset management fee expenses were $1.3 million for the three months ended March 31, 2025 as compared to $1.1 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 $3.1 million for the three months ended March 31, 2025 as compared to $2.9 million for the same prior year period. Of the $3.1 million total expense in the first quarter 2025, $2.1 million related to direct costs incurred by us, while the remaining $1.0 million related to the operating expense reimbursement to our Manager, which includes rent, utilities, and IT expenses.
Management fees to related party amounted to $2.5 million for the three months ended March 31, 2025 as compared to $2.1 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. For the first quarter of 2025, we will pay $0.2 million of the base management fee in C-LTIP Units with the remainder in cash. Prior to the fourth quarter 2024, we paid the base management fee to the Manager as one half (50%) in C-LTIP Units and the remainder in cash.
Acquisition and other transaction costs amounted to $0.1 million for the three months ended March 31, 2025 and were minimal 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.
Depreciation and amortization expenses were $7.5 million for the three months ended March 31, 2025 as compared to $4.0 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, 2024.
Other Income and Expense
Other income and expense amounted to expense of $1.3 million for the three months ended March 31, 2025 as compared to income of $0.7 million for the same prior year period. This was primarily due to a $2.7 million increase in interest expense primarily attributable to an increase in the outstanding debt to $343.9 million at March 31, 2025 as compared to $228.7 million at March 31, 2024 and a decrease in the fair value of the interest rate caps and swaps, which was partially offset by a $0.5 million increase in gain on sale of real estate investments.
Income Tax Expense
Income tax expense amounted to income of $0.3 million for the three months ended March 31, 2025 as compared to zero for the same prior year period. The 2025 expense primarily relates to Amira at Westly and two preferred equity investments.
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.
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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 periods presented (amounts in thousands):
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Net loss attributable to common stockholders | $ | (2,529) | $ | (1,020) | ||
Add back: Net loss attributable to Operating Partnership Units |
| (5,661) |
| (2,169) | ||
Net loss attributable to common stockholders and unit holders |
| (8,190) |
| (3,189) | ||
Net loss attributable to partially owned properties’ noncontrolling interests |
| (1,673) |
| (234) | ||
Real estate depreciation and amortization |
| 7,476 |
| 3,970 | ||
Non-real estate depreciation and amortization |
| 16 |
| 41 | ||
Non-cash interest expense |
| 758 |
| 251 | ||
Unrealized loss on derivatives |
| 778 |
| 715 | ||
(Recovery of) provision for credit losses |
| (102) |
| 95 | ||
Property management and asset management fees |
| 1,325 |
| 1,132 | ||
Management fees to related party |
| 2,540 |
| 2,071 | ||
Acquisition and other transaction costs |
| 76 |
| 4 | ||
Corporate operating expenses | 3,057 | 2,865 | ||||
Loss on extinguishment of debt costs | 4 | — | ||||
Interest income | (1,104) | (1,195) | ||||
Preferred dividends | 2,010 | 253 | ||||
Preferred stock accretion | 523 | — | ||||
Other expense (income), net | 59 | (240) | ||||
Income tax expense |
| 346 |
| — | ||
Income from preferred equity investments |
| (3,110) |
| (2,741) | ||
Interest income from loan investments |
| (503) |
| (418) | ||
Gain on sale and impairment of real estate investments, net | (703) | (173) | ||||
Total property income |
| 3,583 |
| 3,207 | ||
Add back: Interest expense |
| 4,675 |
| 2,546 | ||
Net operating income | $ | 8,258 | $ | 5,753 | ||
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) investment in real estate, (iii) distributions to stockholders, (iv) committed investments and capital requirements to fund development and renovations at existing properties, and (v) ongoing commitments to repay borrowings, including our maturing debt, the Amended DB Credit Facility and KeyBank Credit Facility.
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” of our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 20, 2025. While consolidated occupancy excluding units classified as held for sale and down/renovation units remains strong at 94.1% as of March 31, 2025, in future periods we may experience reduced levels of tenant retention, and reduced foot traffic and lease applications from prospective tenants.
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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 March 31, 2025, we had one offering in our DST Program and had raised net offering proceeds of $29.2 million, issued a demand note of $0.7 million, and had $102.8 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 KeyBank Credit Facility (as hereinafter defined, the “revolving credit facility”), 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:
| ● | $134.7 million in cash available at March 31, 2025; |
| ● | capacity of $50 million, all of which was available on the KeyBank Credit Facility at March 31, 2025 for use in our DST Program; |
| ● | 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”). |
The following table summarizes our contractual obligations as of March 31, 2025 related to our mortgage notes secured by our properties and the Amended DB Credit Facility. At March 31, 2025, the KeyBank Credit Facility had no outstanding balance. At March 31, 2025, our estimated future required payments on these obligations were as follows (amounts in thousands):
| Total |
| 2025 |
| 2026-2027 |
| 2028-2029 |
| Thereafter | ||||||
Mortgages Payable (Principal) | $ | 258,907 |
| $ | 1,417 |
| $ | 59,522 |
| $ | 86,152 |
| $ | 111,816 | |
Amended DB Credit Facility |
| 85,000 | 85,000 | — | — | — | |||||||||
Estimated Interest Payments on Mortgages Payable and the Amended DB Credit Facility |
| 67,943 |
|
| 10,393 |
|
| 24,845 |
|
| 18,846 |
|
| 13,859 | |
Total | $ | 411,850 |
| $ | 96,810 |
| $ | 84,367 |
| $ | 104,998 |
| $ | 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.
At March 31, 2025, we had contractual commitments to fund future cash obligations in certain of our preferred equity investments and our loan investment in the aggregate of $15.1 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. At March 31, 2025, the remaining estimated project costs to complete Abode Wendell Falls was $47.5 million.
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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 of directors (the “Board”) authorized a stock repurchase plan for the repurchase of up to an aggregate of $5 million of our outstanding shares of Class A common stock. 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 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 Securities Exchange Act of 1934 (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. As of March 31, 2025, we had not made any repurchases of our Class A common stock.
Our primary long-term liquidity requirements relate to (i) costs for additional residential investments, including development properties, (ii) repayment of long-term debt and our revolving credit facility, (iii) capital expenditures, (iv) cash redemption requirements related to our Series A Preferred Stock, (v) cash requirements related to our Series A Preferred Stock Safeguard Policy, and (vi) 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 facility, 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 generally, market perceptions about us and our asset class, and current trading prices of our securities.
As we did in the three months ended March 31, 2025, 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.
We may also meet our long-term liquidity needs through borrowings from a number of sources, either at the corporate or project level. We believe our revolving credit facility 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 facility contains material financial covenants. At March 31, 2025, we were in compliance with all covenants under our credit facility. 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 March 31, 2025 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, the sales of assets and additional sources, such as from borrowings.
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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 March 31, 2025, 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. At March 31, 2025, we hold preferred equity interests in eight joint ventures that are accounted for as available-for-sale debt securities.
Cash Flows from Operating Activities
As of March 31, 2025, 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 5,048 residential units. During the three months ended March 31, 2025, net cash provided by operating activities was $1.0 million after net loss of $7.3 million was adjusted for the following:
| ● | non-cash items of $6.7 million; |
| ● | an increase in accounts payable and other accrued liabilities of $1.4 million; |
| ● | distributions of income and income from preferred equity investments of $1.3 million; and |
| ● | a decrease in notes and accrued interest receivable of $0.4 million; offset by: |
| ● | an increase in accounts receivable, prepaids and other assets of $1.2 million; and |
| ● | an increase in due to affiliates of $0.3 million. |
Cash Flows from Investing Activities
During the three months ended March 31, 2025, net cash provided by investing activities was $19.0 million, primarily due to the following:
| ● | $22.3 million of repayments on notes receivable; and |
| ● | $6.3 million of proceeds from the sales of real estate investments; offset by: |
| ● | $5.8 million used in investments in preferred equity investments; and |
| ● | $3.8 million used on capital expenditures. |
Cash Flows from Financing Activities
During the three months ended March 31, 2025, net cash used in financing activities was $0.5 million, primarily due to the following:
| ● | $36.0 million of repayments on revolving credit facilities; |
| ● | $1.9 million of distributions to preferred stockholders; and |
| ● | $1.7 million of repayments on mortgages payable; offset by: |
| ● | $25.2 million of contributions from noncontrolling interests; and |
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| ● | net proceeds of $14.1 million from the issuance of shares of Series A Preferred Stock. |
Capital Expenditures
The following table summarizes our total capital expenditures for the three months ended March 31, 2025 and 2024 (amounts in thousands):
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
New development | $ | 1,933 | $ | 130 | ||
Redevelopment/renovations | 1,302 | 639 | ||||
Routine capital expenditures | 1,030 | 936 | ||||
Normally recurring capital expenditures | 195 | 121 | ||||
Total capital expenditures | $ | 4,460 |
| $ | 1,826 | |
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 and that are less frequent in nature, 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.
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, non-recurring income tax, 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.
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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.
The table below presents our calculation of FFO and CFFO for the three months ended March 31, 2025 and 2024 ($ in thousands):
Three Months Ended | ||||||
March 31, | ||||||
| 2025 |
| 2024 | |||
Net loss attributable to common stockholders | $ | (2,529) | $ | (1,020) | ||
Add back: Net loss attributable to Operating Partnership Units |
| (5,661) |
| (2,169) | ||
Net loss attributable to common stockholders and unit holders |
| (8,190) |
| (3,189) | ||
Real estate depreciation and amortization |
| 7,476 | 3,970 | |||
Gain on sale and impairment of real estate investments, net |
| (703) | (173) | |||
Adjustment for partially owned properties’ noncontrolling interests | (694) | (321) | ||||
FFO attributable to common stockholders and unit holders |
| (2,111) | 287 | |||
Acquisition and other transaction costs |
| 76 | 4 | |||
Non-cash interest expense |
| 758 | 251 | |||
Unrealized loss on derivatives |
| 778 | 715 | |||
(Recovery of) provision for credit losses |
| (102) | 95 | |||
Loss on extinguishment of debt costs |
| 4 |
| — | ||
Non-real estate depreciation and amortization |
| 16 | 41 | |||
Other income, net |
| (16) | (240) | |||
Non-cash equity compensation |
| 1,373 | 2,052 | |||
Non-recurring income tax expense | 168 | — | ||||
Preferred stock accretion | 523 | — | ||||
Adjustment for partially owned properties’ noncontrolling interests | (178) | (4) | ||||
CFFO attributable to common stockholders and unit holders | $ | 1,289 | $ | 3,201 | ||
Per Share and Unit Information: | ||||||
FFO attributable to common stockholders and unit holders - diluted | $ | (0.17) | $ | 0.02 | ||
CFFO attributable to common stockholders and unit holders - diluted | $ | 0.10 | $ | 0.27 | ||
| ||||||
Weighted average common shares and units outstanding - diluted | 12,527,468 |
| 12,044,069 | |||
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.
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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.
Distributions
Declaration Date |
| Record Date |
| Amount |
| Paid / Payable Date | |
Class A common stock | |||||||
March 11, 2025 | March 25, 2025 | $ | 0.125 | April 4, 2025 | |||
March 11, 2025 | June 25, 2025 | 0.125 | July 3, 2025 | ||||
March 11, 2025 | September 25, 2025 | 0.125 | October 3, 2025 | ||||
March 11, 2025 | December 24, 2025 | 0.125 | January 5, 2026 | ||||
Class C common stock | |||||||
March 11, 2025 | March 25, 2025 | $ | 0.125 | April 4, 2025 | |||
March 11, 2025 |
| June 25, 2025 | 0.125 | July 3, 2025 | |||
March 11, 2025 | September 25, 2025 | 0.125 | October 3, 2025 | ||||
March 11, 2025 | December 24, 2025 | 0.125 | January 5, 2026 | ||||
Series A Preferred Stock (1) | |||||||
October 14, 2024 | December 24, 2024 | $ | 0.125 | January 3, 2025 | |||
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 (2) | |||||||
October 14, 2024 | December 24, 2024 | $ | 0.010417 | January 3, 2025 | |||
January 15, 2025 | January 24, 2025 | 0.010417 | February 5, 2025 | ||||
January 15, 2025 | February 25, 2025 | 0.010417 | March 5, 2025 | ||||
January 15, 2025 | March 25, 2025 | 0.010417 | 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. |
(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 26th of the prior month to the 25th 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 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.
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.
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Significant Accounting Policies and Critical Accounting Estimates
Our significant accounting policies and critical accounting estimates are disclosed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” of our Consolidated Financial Statements.
Subsequent Events
Other than the items disclosed in Note 16 “Subsequent Events” to our interim Consolidated Financial Statements for the period ended March 31, 2025, no material events have occurred that required recognition or disclosure in these financial statements. Refer to Note 16 of our interim Consolidated Financial Statements for discussion.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements. We are not subject to foreign exchange rates or commodity price risk, and all our financial instruments were entered into for other than trading purposes.
Our interest rate risk is monitored using a variety of techniques. The table below ($ in thousands) presents the principal payments and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes. Fair value adjustments and unamortized deferred financing costs, net, of approximately $(7.5) million are excluded. At March 31, 2025, the KeyBank Credit Facility had no outstanding balance.
| 2025 |
| 2026 |
| 2027 |
| 2028 |
| 2029 |
| Thereafter |
| Total |
| ||||||||
Mortgage Notes Payable | $ | 1,417 | $ | 35,415 | $ | 24,107 | $ | 5,702 | $ | 80,450 | $ | 111,816 | $ | 258,907 | ||||||||
Weighted Average Interest Rate |
| 3.97 | % |
| 4.15 | % |
| 7.04 | % |
| 5.76 | % |
| 5.12 | % |
| 5.19 | % |
| 5.20 | % | |
Amended DB Credit Facility | $ | 85,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 85,000 | ||||||||
Weighted Average Interest Rate |
| 7.12 | % |
| — |
| — |
| — |
| — |
| — |
| 7.12 | % | ||||||
The fair value of mortgages payable is estimated at $254.0 million at March 31, 2025.
The table above incorporates those exposures that exist at March 31, 2025; it does not consider those exposures or positions which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.
At March 31, 2025, we had interest rate caps and swaps, which are not accounted for as hedges, that we primarily use as part of our interest rate risk management strategy. Our interest rate caps and swaps mitigate our exposure to interest rate risk by providing a ceiling on the underlying interest rate for $150.3 million of our debt.
Based on our debt outstanding and interest rates in effect at March 31, 2025, a 100-basis point increase or decrease in interest rates on the portion of our debt bearing interest at variable rates would have a negligible impact for the quarter ended March 31, 2025.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, evaluated, as of March 31, 2025, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2025 to provide reasonable assurance that information required to be disclosed by us in this report filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Exchange Act and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Other than the following, there have been no material changes to our potential risks and uncertainties as presented in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on March 20, 2025.
Your interests could be subordinated and/or diluted by the incurrence of additional debt, the issuance of additional shares of preferred stock, including additional shares of Series A Preferred Stock, and by other transactions.
As of March 31, 2025, our total indebtedness was approximately $343.9 million, which includes $85.0 million outstanding under our revolving credit facilities. We may incur significant additional debt in the future. The Series A Preferred Stock is subordinate to all our existing and future debt and liabilities and those of our subsidiaries. Our future debt may include restrictions on our ability to pay dividends to preferred stockholders in the event of a default under the debt facilities or under other circumstances. In addition, our charter currently authorizes the issuance of up to 250,000,000 shares of preferred stock in one or more classes or series, of which 30,000,000 have been classified as shares of Series A Preferred Stock. As of March 31, 2025, we had issued and outstanding 5,278,493 shares of Series A Preferred Stock. The issuance of additional preferred stock on parity with or senior to the Series A Preferred Stock or any other class or series of preferred stock would dilute the interests of the holders of shares of preferred stock of the applicable class or series, and any issuance of preferred stock senior to the Series A Preferred Stock or any other class or series of preferred stock, or any issuance of additional indebtedness, could affect our ability to pay dividends on, redeem or pay the liquidation preference on any or all of the foregoing class or series of preferred stock. We may issue preferred stock on parity with the Series A Preferred Stock without the consent of the holders of the Series A Preferred Stock. Other than the right of holders to cause us to redeem the Series A Preferred Stock upon a change of control, none of the provisions relating to the Series A Preferred Stock or any other class or series of preferred stock relate to or limit our indebtedness or afford the holders of shares thereof protection in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, that might adversely affect the holders of such shares.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended March 31, 2025, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934)
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99.2 | ||
99.3 | ||
101.1 | The following information from the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2025, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) Balance Sheets; (ii) Statements of Operations and Comprehensive Income; (iii) Statement of Stockholders’ Equity; (iv) Statements of Cash Flows; (v) notes to consolidated financial statements. | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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: May 9, 2025 |
| /s/ R. Ramin Kamfar |
|
| R. Ramin Kamfar |
|
| Chief Executive Officer |
|
| (Principal Executive Officer) |
DATE: May 9, 2025 |
| /s/ Christopher J. Vohs |
|
| Christopher J. Vohs |
|
| Chief Financial Officer and Treasurer |
|
| (Principal Financial Officer, Principal Accounting Officer) |
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