UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
On May 1, 2025, Bluerock Homes Trust, Inc. (the “Company”) filed, with the U.S. Securities and Exchange Commission (the “SEC”), a Current Report on Form 8-K dated April 25, 2025 (the “Form 8-K”) in conjunction with the acquisition of a limited partnership interest (the “Marble Investment”) in Marble Capital Income and Impact Fund, LP (the “Marble Fund”).
This Current Report on Form 8-K/A (the “Form 8-K/A”) amends Item 9.01 of the Form 8-K to present certain financial statements of the Marble Fund, and to include the required financial statements and pro forma financial information not previously included in the Form 8-K. This Form 8-K/A should be read in conjunction with the Form 8-K.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (a) | Financial Statements of Business Acquired | |
| Marble Capital Income and Impact Fund, LP and Subsidiaries | ||
| (i) | Audited consolidated financial statements as of and for the year ended December 31, 2024, and the notes related thereto, and the Report of Deloitte & Touche LLP, Independent Auditors, dated April 25, 2025, which are attached to this Form 8-K/A as Exhibit 99.1 and incorporated herein by reference. | |
| (ii) | Audited consolidated financial statements as of and for the year ended December 31, 2023, and the notes related thereto, and the Report of Deloitte & Touche LLP, Independent Auditors, dated April 26, 2024, which are attached to this Form 8-K/A as Exhibit 99.2 and incorporated herein by reference. | |
| (iii) | Unaudited consolidated financial statements as of March 31, 2025 and December 31, 2024, and for the three months ended March 31, 2025 and 2024, and the notes related thereto, which are attached to this Form 8-K/A as Exhibit 99.3 and incorporated herein by reference. | |
| (b) | Pro Forma Financial Information | |
| Bluerock Homes Trust, Inc. | ||
| (i) | Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025 (unaudited), and the notes thereto. | |
| (ii) | Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the three months ended March 31, 2025 (unaudited), and the notes thereto. | |
| (iii) | Pro Forma Condensed Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2024 (unaudited), and the notes thereto. |
Statements in this Current Report on Form 8-K/A, including intentions, beliefs, expectations or projections relating to items such as the long-term performance of the Company’s portfolio are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations and assumptions with respect to, among other things, future economic, competitive and market conditions, and future business decisions that may prove incorrect or inaccurate. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2025 and its other filings with the SEC.
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS INFORMATION
The following unaudited pro forma condensed consolidated financial statements of Bluerock Homes Trust, Inc. (together with its consolidated subsidiaries, the “Company,” “we,” “our” or “us”) should be read in conjunction with our historical audited consolidated financial statements as of and for the year ended December 31, 2024, and as of and for the three months ended March 31, 2025 (unaudited), and the related notes thereto.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2025, and the unaudited pro forma condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2025 and the year ended December 31, 2024, have been prepared to provide pro forma financial information with regard to the Company’s acquisition of a limited partnership interest (the “Marble Investment”) in Marble Capital Income and Impact Fund, LP (the “Marble Fund”) on April 25, 2025.
The pro forma condensed consolidated balance sheet at March 31, 2025 assumes that the Marble Investment occurred on March 31, 2025.
The pro forma condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2025 and the year ended December 31, 2024 assume 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 MARCH 31, 2025
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | ||||||||||||
Bluerock Homes (a) | Marble Investment (b) | Pro Forma Total | ||||||||||
| ASSETS | ||||||||||||
| Net real estate investments | ||||||||||||
| Land | $ | 103,299 | $ | — | $ | 103,299 | ||||||
| Buildings and improvements | 579,817 | — | 579,817 | |||||||||
| Furniture, fixtures and equipment | 20,310 | — | 20,310 | |||||||||
| Construction in process | 2,919 | — | 2,919 | |||||||||
| Total gross operating real estate investments | 706,345 | — | 706,345 | |||||||||
| Accumulated depreciation | (47,812 | ) | — | (47,812 | ) | |||||||
| Total net operating real estate investments | 658,533 | — | 658,533 | |||||||||
| Operating real estate held for sale, net | 18,386 | — | 18,386 | |||||||||
| Total net real estate investments | 676,919 | — | 676,919 | |||||||||
| Cash and cash equivalents | 134,748 | (25,000 | ) | 109,748 | ||||||||
| Restricted cash | 15,939 | — | 15,939 | |||||||||
| Notes and accrued interest receivable, net | 9,449 | — | 9,449 | |||||||||
| Investment in unconsolidated real estate joint ventures | — | 25,000 | 25,000 | |||||||||
| Accounts receivable, prepaids and other assets, net | 36,133 | — | 36,133 | |||||||||
| Preferred equity investments, net | 88,953 | — | 88,953 | |||||||||
| In-place lease intangible assets, net | 849 | — | 849 | |||||||||
| Due from affiliates | 1,256 | — | 1,256 | |||||||||
| Non-real estate assets associated with operating real estate held for sale | 125 | — | 125 | |||||||||
| TOTAL ASSETS | $ | 964,371 | $ | — | $ | 964,371 | ||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Mortgages payable | $ | 251,457 | $ | — | $ | 251,457 | ||||||
| Revolving credit facilities | 85,000 | — | 85,000 | |||||||||
| Accounts payable | 824 | — | 824 | |||||||||
| Other accrued liabilities | 18,739 | — | 18,739 | |||||||||
| Due to affiliates | 5,916 | — | 5,916 | |||||||||
| Distributions payable | 2,331 | — | 2,331 | |||||||||
| Liabilities associated with operating real estate held for sale | 137 | — | 137 | |||||||||
| Total Liabilities | 364,404 | — | 364,404 | |||||||||
| 6.0% Series A Redeemable Preferred Stock, liquidation preference $25.00 per share, 30,000,000 shares authorized; 5,278,493 shares issued and outstanding at March 31, 2025 | 116,746 | — | 116,746 | |||||||||
| Equity | ||||||||||||
| Stockholders’ Equity | ||||||||||||
| Preferred stock, $0.01 par value, 220,000,000 shares authorized; no shares issued and outstanding at March 31, 2025 | — | — | — | |||||||||
| Common stock - Class A, $0.01 par value, 562,500,000 shares authorized; 3,953,219 shares issued and outstanding at March 31, 2025, historical and pro forma | 40 | — | 40 | |||||||||
| Common stock - Class C, $0.01 par value, 187,500,000 shares authorized; 8,489 shares issued and outstanding at March 31, 2025, historical and pro forma | — | — | — | |||||||||
| Additional paid-in-capital | 119,083 | — | 119,083 | |||||||||
| Cumulative earnings in excess of distributions | 17,684 | — | 17,684 | |||||||||
| Accumulated other comprehensive gain | 307 | — | 307 | |||||||||
| Total Stockholders’ Equity | 137,114 | — | 137,114 | |||||||||
| Noncontrolling Interests | ||||||||||||
| Operating partnership units | 307,411 | — | 307,411 | |||||||||
| Partially owned properties | 38,696 | — | 38,696 | |||||||||
| Total Noncontrolling Interests | 346,107 | — | 346,107 | |||||||||
| Total Equity | 483,221 | — | 483,221 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 964,371 | $ | — | $ | 964,371 | ||||||
See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
BLUEROCK HOMES TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2025
| (a) | Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. |
| (b) | The acquisition of a limited partnership interest (the “Marble Investment”) in Marble Capital Income and Impact Fund, LP (the “Marble Fund”) for a purchase price of $25 million. |
BLUEROCK HOMES TRUST, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(In thousands, except share and per share amounts)
| Pro Forma Adjustments | |||||||||||||
| Bluerock Homes Trust, Inc. Historical (a) | Marble Investment (b) | Pro Forma Total | |||||||||||
| Revenues | |||||||||||||
| Rental and other property revenues | $ | 15,910 | $ | — | $ | 15,910 | |||||||
| Interest income from loan investments | 503 | — | 503 | ||||||||||
| Total revenues | 16,413 | — | 16,413 | ||||||||||
| Expenses | |||||||||||||
| Property operating | 7,652 | — | 7,652 | ||||||||||
| Property management and asset management fees | 1,325 | — | 1,325 | ||||||||||
| General and administrative | 3,057 | — | 3,057 | ||||||||||
| Management fees to related party | 2,540 | — | 2,540 | ||||||||||
| Acquisition and other transaction costs | 76 | — | 76 | ||||||||||
| Depreciation and amortization | 7,492 | — | 7,492 | ||||||||||
| Total expenses | 22,142 | — | 22,142 | ||||||||||
| Other (expense) income | |||||||||||||
| Other expense, net | (59 | ) | — | (59 | ) | ||||||||
| Income from preferred equity investments | 3,110 | — | 3,110 | ||||||||||
| Income from unconsolidated real estate joint ventures | — | 300 | (c) | 300 | |||||||||
| Recovery of credit losses, net | 102 | — | 102 | ||||||||||
| Gain on sale and impairment of real estate investments, net | 703 | — | 703 | ||||||||||
| Loss on extinguishment of debt costs | (4 | ) | — | (4 | ) | ||||||||
| Interest expense, net | (6,211 | ) | — | (6,211 | ) | ||||||||
| Interest income | 1,104 | — | 1,104 | ||||||||||
| Total other (expense) income | (1,255 | ) | 300 | (955 | ) | ||||||||
| (Loss) income before income taxes | (6,984 | ) | 300 | (6,684 | ) | ||||||||
| Income tax expense | (346 | ) | — | (346 | ) | ||||||||
| Net (loss) income | (7,330 | ) | 300 | (7,030 | ) | ||||||||
| Preferred stock dividends | (2,010 | ) | — | (2,010 | ) | ||||||||
| Preferred stock accretion | (523 | ) | — | (523 | ) | ||||||||
| Net (loss) income attributable to noncontrolling interests | |||||||||||||
| Operating partnership units | (5,661 | ) | 207 | (5,454 | ) | ||||||||
| Partially owned properties | (1,673 | ) | — | (1,673 | ) | ||||||||
| Net (loss) income attributable to noncontrolling interests | (7,334 | ) | 207 | (7,127 | ) | ||||||||
| Net (loss) income attributable to common stockholders | $ | (2,529 | ) | $ | 93 | $ | (2,436 | ) | |||||
| Loss per common share (d) | |||||||||||||
| Net loss per common share – Basic | $ | (0.67 | ) | $ | (0.65 | ) | |||||||
| Net loss per common share – Diluted | $ | (0.67 | ) | $ | (0.65 | ) | |||||||
| Weighted average basic common shares outstanding | 3,864,622 | 3,864,622 | |||||||||||
| Weighted average diluted common shares outstanding | 3,864,622 | 3,864,622 | |||||||||||
| Other comprehensive income | |||||||||||||
| Unrealized gain on available for sale investments | $ | 1,524 | $ | — | $ | 1,524 | |||||||
| Less unrealized gain attributable to Operating partnership units | (1,053 | ) | — | (1,053 | ) | ||||||||
| Other comprehensive income attributable to common stockholders | 471 | — | 471 | ||||||||||
| Comprehensive (loss) income attributable to noncontrolling interests | (6,281 | ) | 207 | (6,074 | ) | ||||||||
| Comprehensive (loss) income attributable to common stockholders | $ | (2,058 | ) | $ | 93 | $ | (1,965 | ) | |||||
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 STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2025
| (a) | Historical consolidated financial information derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. |
| (b) | Represents adjustments to the Company’s historical operations to give effect to the Marble Investment on April 25, 2025 as if the investment had been made on January 1, 2024. Pro forma adjustments to the Company’s historical results for the three months ended March 31, 2025 include adjustments to the following: income from unconsolidated real estate joint ventures and the operating partnership units’ interest. |
| (c) | Represents income from unconsolidated real estate joint ventures estimated to have been earned on the Marble Investment. Income from unconsolidated real estate joint ventures is calculated at 1.2% of the Company’s total $25 million investment and is based on historical distribution rates for an investor with similar limited partnership interests in the Marble Fund. |
| (d) | 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Unvested share-based payment awards that contain nonforfeitable rights to dividends are participating securities and are included in the computation of earnings per share. |
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 Historical (a) | Marble Investment (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 | — | 330 | ||||||||||
| Income from preferred equity investments | 11,937 | — | 11,937 | ||||||||||
| Income from unconsolidated real estate joint ventures | — | 1,225 | (c) | 1,225 | |||||||||
| Recovery of credit losses, net | 93 | — | 93 | ||||||||||
| Gain on sale and 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 | 1,225 | 7,847 | ||||||||||
| Net (loss) income | (12,091 | ) | 1,225 | (10,866 | ) | ||||||||
| Preferred stock dividends | (4,022 | ) | — | (4,022 | ) | ||||||||
| Preferred stock accretion | (244 | ) | — | (244 | ) | ||||||||
| Net (loss) income attributable to noncontrolling interests | |||||||||||||
| Operating partnership units | (9,232 | ) | 839 | (8,393 | ) | ||||||||
| Partially owned properties | (2,891 | ) | — | (2,891 | ) | ||||||||
| Net (loss) income attributable to noncontrolling interests | (12,123 | ) | 839 | (11,284 | ) | ||||||||
| Net (loss) income attributable to common stockholders | $ | (4,234 | ) | $ | 386 | $ | (3,848 | ) | |||||
| Loss per common share (d) | |||||||||||||
| Net loss per common share – Basic | $ | (1.10 | ) | $ | (1.00 | ) | |||||||
| Net loss per common share – Diluted | $ | (1.10 | ) | $ | (1.00 | ) | |||||||
| 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 | |||||||||||||
| Unrealized loss on available for sale investments | $ | (527 | ) | $ | — | $ | (527 | ) | |||||
| Less unrealized loss attributable to Operating partnership units | 363 | — | 363 | ||||||||||
| Other comprehensive loss attributable to common stockholders | (164 | ) | — | (164 | ) | ||||||||
| Comprehensive (loss) income attributable to noncontrolling interests | (12,486 | ) | 839 | (11,647 | ) | ||||||||
| Comprehensive (loss) income attributable to common stockholders | $ | (4,398 | ) | $ | 386 | $ | (4,012 | ) | |||||
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 STATEMENTS 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 for the year ended December 31, 2024. |
| (b) | Represents adjustments to the Company’s historical operations to give effect to the Marble Investment on April 25, 2025 as if the investment had been made 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: income from unconsolidated real estate joint ventures and the operating partnership units’ interest. |
| (c) | Represents income from unconsolidated real estate joint ventures estimated to have been earned on the Marble Investment. Income from unconsolidated real estate joint ventures is calculated at 4.9% of the Company’s total $25 million investment and is based on historical distribution rates for an investor with similar limited partnership interests in the Marble Fund. |
| (d) | 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 for the year ended 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. |
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: | July 8, 2025 | By: | /s/ Christopher J. Vohs |
| Christopher J. Vohs | |||
| Chief Financial Officer and Treasurer | |||
Exhibit Index