UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or other
jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer
Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
None.
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
The disclosure below describes the disposition of the Company’s preferred equity investments in each of Indigo Cove and Wayford at Pringle. All figures provided below are approximate.
On April 11, 2025 Bluerock Homes Trust, Inc., a Maryland corporation (the “Company”), through BHM Preferred Holdings TRS, LLC (the “Contributor”), a Delaware limited liability company and wholly-owned subsidiary of the Company’s operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), entered into (i) a Contribution Agreement (the “Indigo Contribution Agreement”) with an affiliate of the Company’s external manager, Bluerock Homes Manager, LLC, a Delaware limited liability company (such affiliate, the “Joint Venture”), for the sale of the Company’s preferred equity investment in Indigo Cove, an 82-unit ground-up development project in Bluffton, South Carolina (the “Indigo Investment”) for net proceeds to the Company (exclusive of legal fees) of approximately $4.18 million, and (ii) a Contribution Agreement (the “Pringle Contribution Agreement”) with the Joint Venture for the sale of the Company’s preferred equity investment in Wayford at Pringle, a 102-unit stabilized townhome community in Charlotte, North Carolina (the “Pringle Investment”) for net proceeds to the Company (exclusive of legal fees) of approximately $13.4 million.
Under the terms of each of the Indigo Contribution Agreement and the Pringle Contribution Agreement, each of the Indigo Investment and the Pringle Investment were sold to the Joint Venture for an amount equal to the Company’s currently funded amount and accrued interest outstanding with respect to each of the Indigo Investment and the Pringle Investment, less (in the case of the Indigo Investment only) an origination fee reimbursement of approximately $53,000.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (b) | Pro Forma Financial Information |
The following pro forma financial information of the Company as adjusted to give effect to the dispositions of each of the Indigo Investment and the Pringle Investment is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 9.01:
Bluerock Homes Trust, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2024
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2024
Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2024
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2024
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Statements | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURE
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 hereunto duly authorized.
| BLUEROCK HOMES TRUST, INC. | ||
| Date: April 17, 2025 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | ||
| Chief Financial Officer and Treasurer | ||
Exhibit 99.1
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INFORMATION
The following unaudited pro forma condensed consolidated financial statements of Bluerock Homes Trust, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” “our” or “us”) should be read in conjunction with our historical audited consolidated financial statements as of and for the year ended December 31, 2024 and the related notes thereto.
The unaudited pro forma condensed consolidated balance sheet as of December 31, 2024, and the unaudited pro forma condensed consolidated statement of operations and comprehensive income for the year ended December 31, 2024, have been prepared to provide pro forma financial information with regard to the disposition of two available-for-sale debt security investments, Indigo Cove and Wayford at Pringle, on April 11, 2025, which the Company consolidated on its balance sheet.
The pro forma condensed consolidated balance sheet as of December 31, 2024 assumes that the transaction referred to above occurred on December 31, 2024.
The pro forma condensed consolidated statement of operations and comprehensive income for the year ended December 31, 2024 assumes that the transaction referred to above occurred on January 1, 2024.
Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.
These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only. In management’s opinion, all material adjustments necessary to reflect the effects of the transactions referred to above have been made. Our unaudited pro forma condensed consolidated financial statements are based on assumptions and estimates considered appropriate by the Company’s management. However, they are not necessarily indicative of what our consolidated financial condition or results of operations would have been assuming the transactions referred to above had occurred as of the dates indicated, nor do they purport to represent our consolidated financial position or results of operations for future periods.
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2024
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | ||||||||||||||||
| Bluerock Homes Trust, Inc. Historical (a) | Indigo Cove (b) | Wayford at Pringle (b) | Pro Forma Total | |||||||||||||
| ASSETS | ||||||||||||||||
| Net real estate investments | ||||||||||||||||
| Land | $ | 103,713 | $ | — | $ | — | $ | 103,713 | ||||||||
| Buildings and improvements | 580,110 | — | — | 580,110 | ||||||||||||
| Furniture, fixtures and equipment | 19,414 | — | — | 19,414 | ||||||||||||
| Construction in process | 986 | — | — | 986 | ||||||||||||
| Total gross operating real estate investments | 704,223 | — | — | 704,223 | ||||||||||||
| Accumulated depreciation | (42,410 | ) | — | — | (42,410 | ) | ||||||||||
| Total net operating real estate investments | 661,813 | — | — | 661,813 | ||||||||||||
| Operating real estate held for sale, net | 21,815 | — | — | 21,815 | ||||||||||||
| Total Net Real Estate Investments | 683,628 | — | — | 683,628 | ||||||||||||
| Cash and cash equivalents | 115,209 | 4,188 | 9,421 | 128,818 | ||||||||||||
| Restricted cash | 16,032 | — | — | 16,032 | ||||||||||||
| Notes and accrued interest receivable, net | 32,067 | — | — | 32,067 | ||||||||||||
| Accounts receivable, prepaids and other assets, net | 34,575 | (257 | ) | (1,063 | ) | 33,255 | ||||||||||
| Preferred equity investments, net | 81,668 | (3,591 | ) | (7,673 | ) | 70,404 | ||||||||||
| In-place lease intangible assets, net | 2,749 | — | — | 2,749 | ||||||||||||
| Due from affiliates | 1,049 | — | — | 1,049 | ||||||||||||
| Non-real estate assets associated with operating real estate held for sale | 16 | — | — | 16 | ||||||||||||
| TOTAL ASSETS | $ | 966,993 | $ | 340 | $ | 685 | $ | 968,018 | ||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Mortgages payable | $ | 252,782 | $ | — | $ | — | $ | 252,782 | ||||||||
| Revolving credit facilities | 121,000 | — | — | 121,000 | ||||||||||||
| Accounts payable | 803 | — | — | 803 | ||||||||||||
| Other accrued liabilities | 16,914 | — | — | 16,914 | ||||||||||||
| Due to affiliates | 5,980 | — | — | 5,980 | ||||||||||||
| Distributions payable | 617 | — | — | 617 | ||||||||||||
| Liabilities associated with operating real estate held for sale | 6 | — | — | 6 | ||||||||||||
| Total Liabilities | 398,102 | — | — | 398,102 | ||||||||||||
| 6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 4,628,681 shares issued and outstanding at December 31, 2024 | 102,154 | — | — | 102,154 | ||||||||||||
| Equity | ||||||||||||||||
| Stockholders’ Equity | ||||||||||||||||
| Preferred stock, $0.01 par value, 220,000,000 shares authorized; no shares issued and outstanding at December 31, 2024 | — | — | — | — | ||||||||||||
| Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 3,953,919 shares issued and outstanding at December 31, 2024, historical and pro forma | 40 | — | — | 40 | ||||||||||||
| Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at December 31, 2024, historical and pro forma | — | — | — | — | ||||||||||||
| Additional paid-in-capital | 118,495 | — | — | 118,495 | ||||||||||||
| Cumulative earnings in excess of distributions | 20,709 | 110 | 176 | 20,995 | ||||||||||||
| Accumulated other comprehensive income | (164 | ) | (3 | ) | 39 | (128 | ) | |||||||||
| Total Stockholders’ Equity | 139,080 | 107 | 215 | 139,402 | ||||||||||||
| Noncontrolling Interests | ||||||||||||||||
| Operating partnership units | 310,275 | 233 | 470 | 310,978 | ||||||||||||
| Partially owned properties | 17,382 | — | — | 17,382 | ||||||||||||
| Total Noncontrolling Interests | 327,657 | 233 | 470 | 328,360 | ||||||||||||
| Total Equity | 466,737 | 340 | 685 | 467,762 | ||||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 966,993 | $ | 340 | $ | 685 | $ | 968,018 | ||||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2024
| (a) | Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K as of December 31, 2024. |
| (b) | The disposition of two available-for-sale debt security investments, Indigo Cove and Wayford at Pringle, which the Company consolidated on its balance sheet. |
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | ||||||||||||||||
| Bluerock Homes Trust, Inc. Historical (a) | Indigo Cove (b) | Wayford at Pringle (b) | Pro Forma Total | |||||||||||||
| Revenues | ||||||||||||||||
| Rental and other property revenues | $ | 48,584 | $ | — | $ | — | $ | 48,584 | ||||||||
| Interest income from loan investments | 1,630 | — | — | 1,630 | ||||||||||||
| Total revenues | 50,214 | — | — | 50,214 | ||||||||||||
| Expenses | ||||||||||||||||
| Property operating | 24,144 | — | — | 24,144 | ||||||||||||
| Property management and asset management fees | 4,715 | — | — | 4,715 | ||||||||||||
| General and administrative | 10,592 | — | — | 10,592 | ||||||||||||
| Management fees to related party | 9,111 | — | — | 9,111 | ||||||||||||
| Acquisition and other transaction costs | 255 | — | — | 255 | ||||||||||||
| Weather-related losses, net | 170 | — | — | 170 | ||||||||||||
| Depreciation and amortization | 19,940 | — | — | 19,940 | ||||||||||||
| Total expenses | 68,927 | — | — | 68,927 | ||||||||||||
| Other income (expense) | ||||||||||||||||
| Other income, net | 330 | (53 | ) | (c) | — | 277 | ||||||||||
| Income from preferred equity investments | 11,937 | (257 | ) | (d) | (1,063 | ) | (d) | 10,617 | ||||||||
| Recovery of credit losses, net | 93 | — | — | 93 | ||||||||||||
| Gain on sale impairment of real estate investments, net | 7,081 | — | — | 7,081 | ||||||||||||
| Loss on extinguishment of debt costs | (151 | ) | — | — | (151 | ) | ||||||||||
| Interest expense, net | (18,092 | ) | — | — | (18,092 | ) | ||||||||||
| Interest income | 5,424 | — | — | 5,424 | ||||||||||||
| Total other income | 6,622 | (310 | ) | (1,063 | ) | 5,249 | ||||||||||
| Net loss | (12,091 | ) | (310 | ) | (1,063 | ) | (13,464 | ) | ||||||||
| Preferred stock dividends | (4,022 | ) | — | — | (4,022 | ) | ||||||||||
| Preferred stock accretion | (244 | ) | — | — | (244 | ) | ||||||||||
| Net loss attributable to noncontrolling interests | ||||||||||||||||
| Operating partnership units | (9,232 | ) | (212 | ) | (728 | ) | (10,172 | ) | ||||||||
| Partially owned properties | (2,891 | ) | — | — | (2,891 | ) | ||||||||||
| Net loss attributable to noncontrolling interests | (12,123 | ) | (212 | ) | (728 | ) | (13,063 | ) | ||||||||
| Net loss attributable to common stockholders | $ | (4,234 | ) | $ | (98 | ) | $ | (335 | ) | $ | (4,667 | ) | ||||
| Loss per common share (e) | ||||||||||||||||
| Net loss per common share – Basic | $ | (1.10 | ) | $ | (1.21 | ) | ||||||||||
| Net loss per common share – Diluted | $ | (1.10 | ) | $ | (1.21 | ) | ||||||||||
| Weighted average basic common shares outstanding | 3,856,162 | 3,856,162 | ||||||||||||||
| Weighted average diluted common shares outstanding | 3,856,162 | 3,856,162 | ||||||||||||||
| Other comprehensive loss (f) | ||||||||||||||||
| Unrealized loss on available for sale investments | $ | (527 | ) | $ | (10 | ) | $ | 127 | $ | (410 | ) | |||||
| Less unrealized loss attributable to Operating partnership units | 363 | 7 | (88 | ) | 282 | |||||||||||
| Other comprehensive loss attributable to common stockholders | (164 | ) | (3 | ) | 39 | (128 | ) | |||||||||
| Comprehensive loss attributable to noncontrolling interests | (12,486 | ) | (219 | ) | (640 | ) | (13,345 | ) | ||||||||
| Comprehensive loss attributable to common stockholders | $ | (4,398 | ) | $ | (101 | ) | $ | (296 | ) | $ | (4,795 | ) | ||||
See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE YEAR ENDED DECEMBER 31, 2024
| (a) | Historical consolidated financial information derived from the Company’s Annual Report on Form 10-K as of December 31, 2024. |
| (b) | Represents adjustments to the Company’s historical operations to give effect to the disposition of two available-for-sale debt security investments, Indigo Cove and Wayford at Pringle, on April 11, 2025 as if these investments had been disposed of on January 1, 2024. Pro forma adjustments to the Company’s historical results for the year ended December 31, 2024 include adjustments to the following: other income, net; income from preferred equity investments; operating partnership units’ interest; and other comprehensive loss. |
| (c) | Represents the origination fee earned on the Indigo Cove investment. The origination fee is calculated as 1.0% of the Company’s full $5.3 million commitment to invest capital for preferred equity interests. |
| (d) | Represents income earned on preferred equity capital contributions for Indigo Cove and Wayford at Pringle. Income from preferred equity investments is calculated at rates of 17% and 15% per annum on the outstanding capital contributions for Indigo Cove and Wayford at Pringle, respectively. |
| (e) | Earnings per share is calculated in accordance with Accounting Standards Codification 260 – “Earnings per Share.” The historical earnings per share amounts are the amounts reported in the Company’s Annual Report on Form 10-K as of December 31, 2024. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of earnings per share. |
| (f) | The Company classifies its preferred equity investments, including Indigo Cove and Wayford at Pringle, as available-for-sale (“AFS”) debt securities as it does not have the positive intent to hold all investments to maturity. The Company carries its AFS debt securities at fair value and measures such fair value utilizing observable and unobservable market inputs, with any unrealized gains or losses on the AFS debt securities reported as a component of other comprehensive income. |