8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported):November 4, 2022

Bluerock HomesTrust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-41322	87-4211187
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification<br> No.)

1345 Avenue of the Americas, 32nd Floor

New York, NY 10105

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, includingarea code)

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None

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registeredpursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class<br> A Common Stock, $0.01 par value per share	BHM	NYSE<br> American

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 x

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 7.01	REGULATION FD DISCLOSURE

As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Bluerock Homes Trust, Inc. (the “Company”) on October 6, 2022, on October 6, 2022, the Company consummated the transactions contemplated by the Separation and Distribution Agreement (the “Separation and Distribution Agreement”) dated October 5, 2022, by and among Bluerock Residential Growth REIT, Inc. (“BRG”), Badger Parent LLC, Badger Holdco LLC and Bluerock Residential Holdings, L.P. (the “Operating Partnership"), pursuant to which, among other things, BRG agreed to separate the Company from BRG (the “Separation”), and distribute (the “Distribution”) all of the outstanding common stock of the Company to BRG stockholders who held shares of BRG common stock as of the close of business on September 29, 2022, the record date for the Distribution (the transactions contemplated by the Separation and Distribution Agreement, collectively, the “Transactions”).

This Current Report on Form 8-K provides unaudited pro forma combined financial statements of the Company, as described in Item 9.01 below and which are incorporated into this Item 7.01 by reference, which give effect to the Company’s post-Separation capital structure in which the Company owns approximately 34% of the Operating Partnership, with the remaining 66% being owned by the persons who are limited partners (other than the Company) of the Operating Partnership. The unaudited pro forma combined financial statements also give effect to the cash contributed to the Company on October 6, 2022. Pursuant to the Separation and Distribution Agreement, BRG contributed to the Company the SpinCo Cash Amount (as that term is defined the Separation and Distribution Agreement) of approximately $73.8 million in cash; in addition, the Company held $22.0 million at its properties for a total cash and restricted cash balance of $95.8 million on October 6, 2022.

The unaudited pro forma combined financial statements present how the Company’s financial statements may have appeared had the Company completed the Transactions as of January 1, 2022.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

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ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS

(b)  Pro forma financial information

The following unaudited pro forma combined financial information of the Company, giving effect to the Transactions, attached as Exhibit 99.1 hereto:

·	Unaudited Pro Forma Combined Financial Statements<br>as of September 30, 2022 and for the three and nine months ended September 30, 2022; and
·	Notes to the Unaudited Pro Forma Combined Financial<br>Statements
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(d)  Exhibits

The following exhibit relating to Item 7.01 of this Current Report on Form 8-K is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

Exhibit No.	Exhibit
99.1	Unaudited Pro Forma Combined Financial Statements as of September 30, 2022 and for the three and nine<br>months ended September 30, 2022
104	The cover page from this Current Report on Form 8-K, formatted in inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUEROCK HOMES TRUST, INC.
DATE: November 4, 2022	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Financial Officer and Treasurer

Exhibit 99.1

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

As of September 30, 2022 and for the Three and Nine MonthsEnded September 30, 2022

On October 6, 2022, Bluerock Homes Trust, Inc. (the “Company” or “Bluerock Homes”) consummated the transactions contemplated by the Separation and Distribution Agreement (the “Separation and Distribution Agreement”) dated October 5, 2022, by and among Bluerock Residential Growth REIT, Inc. (“BRG”), Badger Parent LLC, Badger Holdco LLC and Bluerock Residential Holdings, L.P. (the “Operating Partnership”), pursuant to which, among other things, BRG agreed to separate the Company from BRG by contributing certain single-family properties and other assets held through investments in the general and limited partner interests in the Operating Partnership, to the Company (the “Separation,” and such properties, the “Single-Family Properties”), and distribute (the “Distribution”) all of the outstanding common stock of the Company to BRG stockholders who held shares of BRG common stock as of the close of business on September 29, 2022, the record date for the Distribution.

The following unaudited pro forma combined financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 have been derived from the historical combined financial statements of the Operating Partnership and Bluerock REIT Operator, LLC, as well as the following investments and certain related entities: Alexan Southside Place, ARIUM Grandewood, Ballast, Golden Pacific, ILE, James at South First, Marquis at The Cascades, Mira Vista, Navigator Villas, Peak Housing (Axelrod, DFW 189, Granbury, Granbury 2.0, Indy, Lubbock, Lubbock 2.0, Lubbock 3.0, Lynnwood, Lynnwood 2.0, Peak I, Savannah 319, Springfield, Springtown, Springtown 2.0, Texarkana and Texas Portfolio 183), Park & Kingston, Plantation Park, The Conley, The Cottages at Myrtle Beach, The Cottages at Warner Robins, The Cottages of Port St. Lucie, The District at Scottsdale, The Hartley at Blue Hill, The Woods at Forest Hill, Thornton Flats, Vickers Historic Roswell, Wayford at Concord, Wayford at Innovation Park, Weatherford 185, Willow Park and Yauger Park Villas (collectively, the “Predecessor Entity”). The following unaudited pro forma combined financial statements give effect to our post-Separation capital structure of which common stockholders indirectly own approximately 34% of the Single-Family Properties and certain other assets (collectively, the “Bluerock Homes Business”) and the unitholders in the Operating Partnership own approximately 66% of the Bluerock Homes Business and give effect to the cash contributed to the Company on October 6, 2022. Pursuant to the Separation and Distribution Agreement, BRG contributed to the Company the SpinCo Cash Amount (as that term is defined the Separation and Distribution Agreement) of approximately $73.8 million in cash; in addition, the Company held $22.0 million at its properties for a total cash and restricted cash balance of $95.8 million on October 6, 2022.

Our unaudited pro forma combined financial statements and explanatory notes present how our financial statements may have appeared had we completed the above transaction as of the dates noted above.

The following unaudited pro forma combined financial statements were prepared using the assumptions set forth in the notes to our unaudited pro forma combined financial statements. The unaudited pro forma combined financial statements are presented for illustrative purposes only and do not purport to reflect the results we may achieve in future periods or the historical results that would have been obtained had the above transactions been completed on January 1, 2022. The unaudited pro forma combined financial statements also do not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transactions described above.

The unaudited pro forma combined financial statements do not indicate results expected for any future period. The unaudited pro forma combined financial statements are derived from and should be read in conjunction with the historical combined financial statements and accompanying notes of the Predecessor Entity.

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEETAS OF SEPTEMBER 30, 2022

(In thousands)

	Predecessor<br> Historical			Transaction<br> Accounting<br> Adjustments				Pro Forma<br> Total
ASSETS
Net Real Estate Investments
Land	$	68,944		$	—			$	68,944
Building and improvements		406,264			—				406,264
Furniture, fixtures and equipment		6,496			—				6,496
Total Gross Real Estate Investments		481,704			—				481,704
Accumulated depreciation		(14,017	)		—				(14,017	)
Total Net Real Estate Investments		467,687			—				467,687
Cash and cash equivalents		186,278			(95,044	)	A		91,234
Restricted cash		4,566			—				4,566
Accounts receivable, prepaids and other assets		15,954			—				15,954
Preferred equity investments in unconsolidated real estate joint ventures		82,932			—				82,932
Total Assets	$	757,417		$	(95,044	)		$	662,373
LIABILITIES AND NET PARENT INVESTMENT
Mortgages payable	$	98,634		$	—			$	98,634
Revolving credit facilities		55,000			—				55,000
Accounts payable		2,276			—				2,276
Other accrued liabilities		14,141			—				14,141
Due to affiliates		410			—				410
Distributions payable		1,276			—				1,276
Total Liabilities		171,737			—				171,737
Net Parent Investment
Bluerock Homes equity		561,740			(403,063	)	B		158,677
Noncontrolling Interests
Operating Partnership units		—			308,019		C		308,019
Partially owned properties		23,940			—				23,940
Total Noncontrolling Interests		23,940			308,019				331,959
Total Net Parent Investment		585,680			(95,044	)			490,636
TOTAL LIABILITIES AND NET PARENT INVESTMENT	$	757,417		$	(95,044	)		$	662,373

See Notes to Unaudited Pro Forma Combined Balance Sheet

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

(In thousands)

	Predecessor<br> Historical			Transaction<br> Accounting<br> Adjustments				Pro Forma<br> Total
Revenues
Rental and other property revenues	$	8,608		$	—			$	8,608
Interest income from loan investments		69			—				69
Total revenues		8,677			—				8,677
Expenses
Property operating		4,440			—				4,440
Property management and asset management fees		1,098			—				1,098
General and administrative		1,802			—				1,802
Acquisition and pursuit costs		28			—				28
Depreciation and amortization		3,631			—				3,631
Total expenses		10,999			—				10,999
Operating loss		(2,322	)		—				(2,322	)
Other income (expense)
Preferred returns on unconsolidated real estate joint ventures		2,613			—				2,613
Provision for credit losses		(4	)		—				(4	)
Interest expense, net		(22	)		—				(22	)
Total other income		2,587			—				2,587
Net income from continuing operations		265			—				265
Discontinued operations
Income on operations of rental property		53			—				53
Gain from sale of assets from discontinued operations		258			—				258
Income from discontinued operations		311			—				311
Net income		576			—				576
Net (loss) income attributable to noncontrolling interests
Operating Partnership units		—			556		D		556
Partially owned properties		(265	)		—				(265	)
Net (loss) income attributable to noncontrolling interests		(265	)		556				291
Net income attributable to Bluerock Homes	$	841			(556	)			285

See Notes to Unaudited Pro Forma Combined Statement of Operations

BLUEROCK HOMES TRUST, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONSFOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(In thousands)

	Predecessor<br> Historical			Transaction<br> Accounting<br> Adjustments				Pro Forma<br> Total
Revenues
Rental and other property revenues	$	23,136		$	—			$	23,136
Interest income from loan investments		1,285			—				1,285
Total revenues		24,421			—				24,421
Expenses
Property operating		10,994			—				10,994
Property management and asset management fees		2,591			—				2,591
General and administrative		4,991			—				4,991
Acquisition and pursuit costs		98			—				98
Depreciation and amortization		12,159			—				12,159
Total expenses		30,833			—				30,833
Operating loss		(6,412	)		—				(6,412	)
Other income (expense)
Other income		100			—				100
Preferred returns on unconsolidated real estate joint ventures		5,801			—				5,801
Recovery of credit losses		369			—				369
Interest expense, net		(2,982	)		—				(2,982	)
Total other income		3,288			—				3,288
Net loss from continuing operations		(3,124	)		—				(3,124	)
Discontinued operations
Income on operations of rental property		53			—				53
Gain from sale of assets from discontinued operations		258			—				258
Income from discontinued operations		311			—				311
Net loss		(2,813	)		—				(2,813	)
Net (loss) income attributable to noncontrolling interests
Operating Partnership units		—			21		D		21
Partially owned properties		(2,844	)		—				(2,844	)
Net income attributable to noncontrolling interests		(2,844	)		21				(2,823	)
Net income attributable to Bluerock Homes	$	31			(21	)			10

See Notes to Unaudited Pro Forma Combined Statement of Operations

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIALSTATEMENTS

Adjustments to the Unaudited Pro Forma CombinedBalance Sheet

The unaudited pro forma combined balance sheet as of September 30, 2022 reflects the following adjustments:

A.            Cash

On October 6, 2022, pursuant to the Separation and Distribution Agreement, BRG contributed to the Company the SpinCo Cash Amount (as that term is defined the Separation and Distribution Agreement) of approximately $73.8 million in cash; in addition, the Company held $22.0 million at its properties for a total cash and restricted cash balance of $95.8 million on October 6, 2022.

B.            Equity

Represents the equity of Bluerock Homes’ common stockholders. Following the Separation and the Distribution, the stockholders who receive shares of Bluerock Homes in the Distribution indirectly own approximately 34% of the Bluerock Homes Business.

C.            Noncontrollinginterests – Operating Partnership units

The operating partnership units adjustment represents the interests of the Operating Partnership’s unitholders. Following the Separation and the Distribution, the unitholders indirectly own approximately 66% of the Bluerock Homes Business.

Adjustments to the Unaudited Pro Forma CombinedStatement of Operations

The unaudited pro forma combined statement of operations for the three and nine months ended September 30, 2022 reflects the following adjustment:

D.            Netincome (loss) attributable to noncontrolling interests

Represents the adjustment to allocate net income (loss) to noncontrolling interests for Operating Partnership unitholders.