11 unchanged sentences
Other Information
−Removed: Because this Annual Report on Form 10-K is being filed within four business days from the date of the reportable events described below, we have elected to make the following disclosures in this Annual Report on Form 10-K instead of in a Current Report on Form 8-K under Item 3.03 and Item 5.03:
−Removed: Material Modification to Rights of Security Holders
−Removed: On March 17, 2023, the Company filed Articles Supplementary (the “Articles Supplementary”) with the Maryland State Department of Assessments and Taxation to reclassify 30,000,000 shares of the Company’s authorized but unissued preferred stock, $0.01 par value per share, as shares of Series A Preferred Stock, with the powers, designations, preferences and other rights as set forth therein.
−Removed: The Articles Supplementary became effective upon filing on March 17, 2023.
−Removed: The Series A Preferred Stock ranks (a) senior to all classes or series of common stock and to any other class or series of our capital stock issued in the future, unless the terms of that capital stock expressly provide that it ranks senior to, or on parity with, the Series A Preferred Stock;
−Removed: (b) on a parity with any class or series of our capital stock, the terms of which expressly provide that it ranks on parity with the Series A Preferred Stock with respect to priority of payment of dividends and other distributions or rights upon liquidation, dissolution or winding up of the affairs of the Company (the “Parity Preferred Stock”);
−Removed: and (c) junior to any other class or series of capital stock, the terms of which expressly provide that it ranks senior to the Series A Preferred Stock, none of which exists on the date of the Articles Supplementary, and subject to payment of or provision for our debts and other liabilities.
−Removed: The Articles Supplementary provide that, commencing on the date of original issuance, the Company will pay cumulative cash dividends on each share of the Series A Preferred Stock at an annual rate of 6.0% of the Stated Value (each, a “Series A Cash Dividend”).
−Removed: Series A Cash Dividends are expected to be authorized and declared on a quarterly basis, payable monthly on the 5th day of the month to holders of record on the 25th day of the prior month (or if such payment date or record date is not a business day, on the immediately preceding business day).
−Removed: The initial Series A Cash Dividend on each share of Series A Preferred Stock will begin accruing on, and will be cumulative from, the date of original issuance of such share of Series A Preferred Stock.
−Removed: Each subsequent Series A Cash Dividend will begin accruing on, and will be cumulative from, the end of the most recent Series A Cash Dividend period for which a Series A Cash Dividend has been paid on each such share of Series A Preferred Stock.
−Removed: Any such Series A Cash Dividend may vary among holders of Series A Preferred Stock, and may be prorated with respect to any shares of Series A Preferred Stock that were outstanding, less than the total number of days in the Series A Cash Dividend period immediately preceding the applicable dividend payment date, with the amount of any such prorated Series A Cash Dividend being
−Removed: computed on the basis of the actual number of days in such dividend period during which such shares of Series A Preferred Stock were outstanding.
−Removed: Redemptions .
−Removed: The Series A Preferred Stock is redeemable by the Company as follows:
−Removed: Redemption at Option of Holders.
−Removed: Holders of the Series A Preferred Stock may, at their option, elect to cause the Company to redeem their shares at a redemption price equal to the Stated Value, initially $25.00 per share, less a redemption fee, plus an amount equal to any accrued but unpaid cash dividends, if any.
−Removed: The redemption fee shall be equal to:
−Removed: Beginning on the date of original issuance of the shares to be redeemed:
−Removed: Beginning one year from the date of original issuance of the shares to be redeemed:
−Removed: Beginning two years from the date of original issuance of the shares to be redeemed:
−Removed: Beginning three years from the date of original issuance of the shares to be redeemed:
−Removed: Beginning four years from the date of original issuance of the shares to be redeemed:
−Removed: Optional Redemption Following Death or Qualifying Disability of a Holder.
−Removed: In addition, beginning on the date of original issuance, the Company will redeem shares of Series A Preferred Stock of a holder who is a natural person upon his or her death or upon his or her suffering a qualifying disability, including shares held through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, at the written request, (a) in the case of the death of a holder, the holder’s estate, the recipient of such shares through bequest or inheritance, or, with respect to shares held through a revocable grantor trust, the trustee of such trust, who will have the sole ability to request redemption on behalf of the trust, or (b) in the case of the disability of a holder, the holder or the holder’s legal representative.
−Removed: Only shares of Series A Preferred Stock that have been outstanding for at least one (1) year prior to redemption are eligible for redemption by the Company.
−Removed: The Company must receive such written request within one (1) year after the death or qualifying disability of the holder, but no sooner than one (1) year after the date of original issuance of such shares.
−Removed: If the holder is not a natural person, such as a trust (other than a revocable grantor trust) or a partnership, corporation or similar legal entity, the right of redemption upon death or qualifying disability shall be subject to the approval of company management in its sole discretion.
−Removed: Beginning one (1) year from the date of original issuance of the shares of Series A Preferred Stock to be redeemed, we will redeem such shares at a redemption price equal to 95% of the Stated Value, initially $25.00 per share, and beginning two (2) years from the date of original issuance of the shares of Series A Preferred Stock to be redeemed, we will redeem such shares at a redemption price equal to 100% of the Stated Value, in each case, plus an amount equal to any accrued but unpaid cash dividends thereon, if any, to and including the redemption date.
−Removed: If a holder of Series A Preferred Stock causes the Company to redeem shares of Series A Preferred Stock, the Company has the right, in its sole discretion, to pay the redemption price in cash or in equal value of shares of its Class A Common Stock, in the Company’s sole discretion, based on the closing price per share of Class A Common Stock for the single trading day prior to the date of redemption.
−Removed: The Company’s ability to redeem shares of Series A Preferred Stock in cash may be limited to the extent that the Company does not have sufficient funds available to fund such cash redemption.
−Removed: Further, the Company’s obligation to redeem any of the shares of Series A Preferred Stock submitted for redemption in cash may be restricted by Maryland law.
−Removed: No redemptions of shares of Series A Preferred Stock will be made in cash at such time as the terms and provisions of any agreement to which the Company is a party prohibits such redemption or provides that such redemption would constitute a breach thereof or a default thereunder.
−Removed: Optional Redemption by the Company.
−Removed: On and after the second anniversary of the date of original issuance of the shares of Series A Preferred Stock to be redeemed, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, at a redemption price of 100% of the Stated Value, initially $25.00 per share, plus an amount equal to any accumulated but unpaid cash dividends to and including the redemption date, payable, in the Company’s sole discretion, in cash or in equal value of shares of Class A Common Stock based on the closing price per share of Class A Common Stock for the single trading day prior to the date of redemption.
−Removed: Any such Optional Redemption by the Company may be made conditional on such factors as determined by the board of directors and as set forth in a notice of redemption.
−Removed: Change of Control Redemption by the Company.
−Removed: In addition, upon the occurrence of a Change of Control (as defined in the Articles Supplementary), the Company will be required to redeem all outstanding shares of the Series A Preferred Stock in whole within 60 days
−Removed: after the first date on which such Change of Control occurred, in cash at a redemption price of $25.00 per share, plus an amount equal to all accrued but unpaid cash dividends, if any, to and including the redemption date.
−Removed: If the Maryland law solvency tests prohibit us from paying the full redemption price in cash, then the Company will pay such portion as would otherwise violate the solvency tests in shares of Class A Common Stock to holders on a pro rata basis, based on the closing price per share of Class A Common Stock for the single trading day prior to the date of redemption.
−Removed: Voting Rights .
−Removed: The Series A Preferred Stock generally has no voting rights.
−Removed: However, holders of shares of Series A Preferred Stock will have an exclusive voting right on any amendment to the Company’s charter that would alter only the contract rights, as expressly set forth in the charter, of the Series A Preferred Stock, with any such amendment requiring the affirmative vote or consent of holders of two-thirds of the Series A Preferred Stock issued and outstanding at the time.
−Removed: In addition, holders of shares of Series A Preferred Stock and of any Parity Preferred Stock upon which like voting rights have been conferred (such Parity Preferred Stock, the “Parity Voting Preferred Stock”), voting together as a single class, will also have an exclusive right to vote on any amendment, alteration or repeal of the charter, including the terms of the Series A Preferred Stock, that would alter only the contract rights, as expressly set forth in the charter, of the Series A Preferred Stock and such Parity Voting Preferred Stock, with any such action requiring the affirmative vote or consent of the holders of shares of Series A Preferred Stock and such Parity Voting Preferred Stock entitled to cast two-thirds of all the votes entitled to be cast by such holders on such matter, with each holder of Series A Preferred Stock and such Parity Voting Preferred Stock entitled to one vote for each $25.00 in liquidation preference.
−Removed: Further, holders of shares of Series A Preferred Stock will also have the right to vote to (a) authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of the Company’s capital stock ranking senior to the Series A Preferred Stock with respect to dividend rights and rights upon the Company’s liquidation, dissolution or winding up (any such senior stock, the “Senior Stock”), (b) reclassify any authorized shares of the Company’s capital stock into Senior Stock, or (c) create, authorize or issue any obligation or security convertible into, or evidencing the right to purchase, Senior Stock.
−Removed: Any such action will require the approval of a majority of all votes collectively entitled to be cast by the holders of (i) Series A Preferred Stock, and (ii) any Parity Voting Preferred Stock, voting together as a single class, with each such holder entitled to one vote for each $25.00 in liquidation preference.
−Removed: There are restrictions on ownership of the Series A Preferred Stock intended to preserve the Company’s qualification as a REIT.
−Removed: The foregoing description of the Articles Supplementary is a summary and is qualified in its entirety by the terms of the Articles Supplementary, a copy of which is filed as Exhibit No.
−Removed: 3.1 to this Annual Report on Form 10-K and incorporated by reference into this Item 3.03.
−Removed: Item 5.03.Amendments to Articles of Incorporation or Bylaws;
−Removed: Change in Fiscal Year
−Removed: The information set forth above under Item 3.03 of this Annual Report on Form 10-K is hereby incorporated by reference into this Item 5.03.
+Added: During the quarter ended December 31, 2023, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “ Rule 10b5-1 trading arrangement” or a “ non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
84 unchanged sentences
Furniture, fixtures and equipment
−Removed: Total Gross Real Estate Investments
+Added: Total Gross Operating Real Estate Investments
Accumulated depreciation
+Added: Total Net Operating Real Estate Investments
+Added: Operating real estate held for sale, net
Total Net Real Estate Investments
2 unchanged sentences
Notes and accrued interest receivable, net
−Removed: Due from affiliates
Accounts receivable, prepaids and other assets, net
Preferred equity investments in unconsolidated real estate joint ventures, net
−Removed: In-place lease intangible assets, net
LIABILITIES AND EQUITY
6 unchanged sentences
Total Liabilities
−Removed: Stockholders’ Equity
−Removed: Preferred stock, $ 0.01 par value, 250,000,000 and no shares authorized at December 31, 2022 and 2021, respectively;
−Removed: no shares issued and outstanding as of December 31, 2022 and 2021
−Removed: Common stock - Class A, $ 0.01 par value, 562,500,000 and no shares authorized at December 31, 2022 and 2021, respectively;
−Removed: 3,835,013 and no shares issued and outstanding at December 31, 2022 and 2021, respectively
−Removed: Common stock - Class C, $ 0.01 par value, 187,500,000 and no shares authorized at December 31, 2022 and 2021, respectively;
+Added: 6.0 % Series A Redeemable Preferred Stock, liquidation preference $ 25.00 per share, 30,000,000 shares authorized;
436,675 and no shares issued and outstanding at December 31, 2023 and 2022, respectively
−Removed: Predecessor Bluerock Homes equity
+Added: Stockholders’ Equity
+Added: Preferred stock, $ 0.01 par value, 220,000,000 shares authorized;
+Added: no shares issued and outstanding at December 31, 2023 and 2022
+Added: Common stock - Class A, $ 0.01 par value, 562,500,000 shares authorized;
+Added: 3,871,265 and 3,835,013 shares issued and outstanding at December 31, 2023 and 2022, respectively
+Added: Common stock - Class C, $ 0.01 par value, 187,500,000 shares authorized;
+Added: 8,489 shares issued and outstanding at December 31, 2023 and 2022
Additional paid-in-capital
18 unchanged sentences
Management fees to related party
−Removed: Acquisition and pursuit costs
+Added: Acquisition and other transaction costs
Weather-related losses, net
1 unchanged sentence
Total expenses
−Removed: Operating (loss) income
Other income (expense)
+Added: Other income, net
Preferred returns on unconsolidated real estate joint ventures
−Removed: Recovery of credit losses
+Added: (Provision for) recovery of credit losses
Transaction costs
+Added: Gain on sale and impairment of real estate investments, net
Interest expense, net
+Added: Interest income
Total other income
−Removed: Net (loss) income from continuing operations
+Added: Net loss from continuing operations
Discontinued operations
Income on operations of rental property
−Removed: Loss on extinguishment of debt
Gain on sale of assets from discontinued operations
Income from discontinued operations
−Removed: Net (loss) income
−Removed: Net (loss) income attributable to noncontrolling interests
+Added: Preferred stock dividends
+Added: Net loss attributable to noncontrolling interests
Operating partnership units
Partially-owned properties
−Removed: Net (loss) income attributable to noncontrolling interests
−Removed: Net (loss) income attributable to common stockholders
−Removed: Net (loss) income per common share – Basic
+Added: Net loss attributable to noncontrolling interests
+Added: Net loss attributable to common stockholders
+Added: Net loss per common share – Basic
Continuing operations
Discontinued operations
−Removed: Net (loss) income per common share - Diluted
+Added: Net loss per common share - Diluted
Continuing operations
2 unchanged sentences
Weighted average diluted common shares outstanding
−Removed: (1) The combined consolidated statement of operations for the year ended December 31, 2022 includes (i) the Company’s results of operations for the period of October 6 – December 31, 2022, which represents the Company’s results of operations following its spin-off from Bluerock Residential, and (ii) the Company’s results of operations for the period ending and prior to October 6, 2022, which represents a carve-out of revenues and expenses attributable to the Company related to Bluerock Residential’s single-family residential home business.
−Removed: The Company’s historical financial information for the year ended December 31, 2021 was prepared on the same basis as the carve-out period of 2022.
−Removed: As a result, results of operations for the year ended December 31, 2022 may not be comparative to the Company’s results of operations reported for the prior year presented.
+Added: (1) The consolidated financial statements for the year ended December 31, 2023 represent the Company’s results of operations as an independent, publicly traded company.
+Added: The combined consolidated financial statements for the year ended December 31, 2022 includes (i) the Company’s results of operations for the period of October 6 – December 31, 2022, which represents the Company’s results of operations following its spin-off from Bluerock Residential, and (ii) the Company’s results of operations for the period ending and prior to October 6, 2022, which represents a carve-out of revenues and expenses attributable to the Company related to Bluerock Residential’s single-family residential home business.
+Added: As a result, results of operations for the year ended December 31, 2023 may not be comparable to the Company’s results of operations for the year ended December 31, 2022.
See Notes to Combined Consolidated Financial Statements
1 unchanged sentence
COMBINED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
−Removed: (In thousands, except share and per share amounts)
+Added: (In thousands, except share amounts)
Class A Common Stock
3 unchanged sentences
Paid-in Capital
+Added: Distributions
Balance, January 1, 2022
Contributions, net
−Removed: Distributions to partially owned noncontrolling interests
−Removed: Balance, December 31, 2021
−Removed: Contributions, net
Cash distribution to Parent at spin-off
2 unchanged sentences
Issuance of Class C common stock at spin-off
−Removed: Issuance of LTIP Units for director compensation
+Added: Issuance of LTIP Units for equity incentive plan compensation
Issuance of LTIP Units to Manager
−Removed: Distributions to partially owned noncontrolling interests
+Added: Distributions to partially owned properties’ noncontrolling interests
Adjustment for noncontrolling interest ownership in the Operating Partnership
Balance, December 31, 2022
+Added: Issuance of restricted Class A common stock and LTIP Units for equity incentive plan compensation
+Added: Issuance of C-LTIP Units to Manager
+Added: Common stock distributions declared
+Added: Series A Preferred Stock distributions declared
+Added: Distributions to Operating Partnership noncontrolling interests
+Added: Distributions to partially owned properties’ noncontrolling interests
+Added: Acquisition of noncontrolling interests
+Added: Conversion of Operating Partnership Units to Class A common stock
+Added: Contributions from noncontrolling interests
+Added: Adjustment for noncontrolling interest ownership in the Operating Partnership
+Added: Balance, December 31, 2023
See Notes to Combined Consolidated Financial Statements
4 unchanged sentences
Cash flows from operating activities
−Removed: Net (loss) income
−Removed: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
+Added: Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
1 unchanged sentence
Preferred returns on unconsolidated real estate joint ventures
+Added: Gain on sale and impairment of real estate investments, net
Gain on sale of assets from discontinued operations
Fair value adjustment of interest rate caps and swaps
−Removed: Loss on extinguishment of debt
−Removed: Recovery of credit losses
+Added: Provision for (recovery of) credit losses, net
Distributions of income and preferred returns from preferred equity investments in unconsolidated real estate joint ventures
Share-based compensation attributable to equity incentive plan
−Removed: Share-based compensation to Manager – LTIP Units
+Added: Share-based compensation to Manager – C-LTIP Units
Changes in operating assets and liabilities:
10 unchanged sentences
Proceeds from sale of real estate investments
−Removed: Proceeds from sale and redemption of unconsolidated real estate joint ventures
+Added: Proceeds from redemption of unconsolidated real estate joint ventures
Investments in unconsolidated real estate joint venture interests
−Removed: Net cash (used in) provided by investing activities
+Added: Net cash used in investing activities
Cash flows from financing activities
−Removed: Distributions to noncontrolling interests
−Removed: Contributions from noncontrolling interests
+Added: Distributions to partially owned properties’ noncontrolling interests
+Added: Distributions to preferred stockholders
Contribution from Parent
+Added: Contributions from noncontrolling interests
Cash distribution to Parent at spin-off
−Removed: Other financing activities
+Added: Purchase of interests from noncontrolling interests
Borrowings on mortgages payable
−Removed: Repayments on mortgages payable including prepayment penalties
+Added: Repayments on mortgages payable
Proceeds from revolving credit facilities
1 unchanged sentence
Payments of deferred financing fees
+Added: Other financing activities
Purchase of interest rate caps
−Removed: Net cash provided by (used in) financing activities
−Removed: Net (decrease) increase in cash, cash equivalents and restricted cash
+Added: Net proceeds from issuance of 6.0% Series A Redeemable Preferred Stock
+Added: Net cash provided by financing activities
+Added: Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of year
7 unchanged sentences
Supplemental disclosure of non-cash investing and financing activities
−Removed: Mortgages assumed upon property acquisitions
+Added: Distributions payable – declared and unpaid
Capital expenditures held in accounts payable and other accrued liabilities
5 unchanged sentences
(the “Company” or “Bluerock Homes”) was incorporated as a Maryland corporation on December 16, 2021.
−Removed: The Company had historically operated as part of Bluerock Residential Growth REIT, Inc (“Bluerock Residential” or “Parent”) and not as a standalone company.
−Removed: On October 6, 2022, Bluerock Residential completed a spin-off transaction (see “Separation and Distribution Agreement” below) that resulted in its single-family residential real estate business and certain other assets being contributed to the Company.
+Added: The Company previously operated as part of Bluerock Residential Growth REIT, Inc (“Bluerock Residential”) and not as a standalone company.
+Added: On October 6, 2022, Bluerock Residential completed a spin-off transaction (see “The Separation and the Distribution” below) that resulted in its single-family residential real estate business and certain other assets being contributed to the Company.
The accompanying combined consolidated financial statements have been derived from (i) Bluerock Residential’s historical accounting records and are presented on a carve-out basis for the period ended and prior to October 6, 2022, and (ii) the Company’s accounting records as a standalone company subsequent to the spin-off transaction.
4 unchanged sentences
All significant intercompany balances and transactions have been eliminated.
−Removed: Any references to “the Company,” “we,” “us,” or “our” for all periods ended October 6, 2022 and prior refer to Bluerock Homes as owned by Bluerock Residential, and for all periods subsequent to October 6, 2022 refer to Bluerock Homes as an independent, publicly traded company.
+Added: Any references to “the Company,” “we,” “us,” or “our” for all periods ended and prior to October 6, 2022 refer to Bluerock Homes as owned by Bluerock Residential, and for all periods subsequent to October 6, 2022 refer to Bluerock Homes as an independent, publicly traded company.
The Company owns and operates high-quality single-family properties 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.
−Removed: 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 pre-existing single-family residential homes, developing build-to-rent communities, and through Value-Add renovations.
+Added: 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 pre-existing single-family residential units, developing build-to-rent 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.
−Removed: As of December 31, 2022, the Company held an aggregate of 3,977 residential units held through seventeen real estate investments, consisting of ten consolidated operating investments and seven investments held through preferred equity investments.
+Added: As of December 31, 2023, the Company held eighteen real estate investments, consisting of eleven consolidated investments and seven preferred equity and loan investments.
+Added: The eighteen investments represent an aggregate of 4,059 residential units, comprised of 2,475 consolidated units, of which 170 units are under development, and 1,584 units through preferred equity and loan investments.
As of December 31, 2023, the Company’s consolidated operating investments were approximately 94.1 % occupied.
−Removed: The Company intends to elect to be taxed and to operate in a manner that will allow it to qualify as a real estate investment trust (“REIT”) for federal income tax purposes beginning with its taxable year ended December 31, 2022 upon the filing of our U.S.
−Removed: federal income tax return for such taxable year.
−Removed: As a REIT, the Company generally will not be subject to corporate-level income taxes.
−Removed: To qualify and maintain our REIT status, the Company will be required, among other requirements, to distribute annually at least 90 % of its “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s stockholders.
−Removed: If the Company fails to qualify and maintain its qualification as a REIT in any taxable year, it would be subject to federal income tax on its taxable income at regular corporate tax rates.
−Removed: Separation and Distribution Agreement
−Removed: On October 5, 2022, the Company entered into a Separation and Distribution Agreement (the “Separation Agreement”) with Bluerock Residential, Badger Parent, Badger Holdco LLC and Bluerock Residential Holdings, L.P., the Company’s operating partnership (the “Operating Partnership”) in connection with the Company’s separation and spin-off from Bluerock Residential (see “Spin-Off” below).
−Removed: The Separation Agreement contains the key provisions relating to the separation from Bluerock Residential of its single-family residential real estate business and certain other assets (the “Separation”).
−Removed: It also sets forth certain other covenants and agreements between the Company and Bluerock Residential related to the Separation, including, among other things, provisions concerning the allocation of cash to the Company prior to the Separation and the treatment of shared contracts following the Separation, as well as certain covenants and agreements that govern aspects of the ongoing relationship between the Company and Bluerock Residential following the Distribution, including, among other things, provisions with respect to the release of claims, insurance, employee liabilities, expenses and indemnification.
−Removed: On October 6, 2022, pursuant to the Separation and Distribution Agreement, Bluerock Residential contributed to the Company the SpinCo Cash Amount (as that term is defined the Separation and Distribution Agreement) of approximately $ 74 million in cash;
−Removed: in addition, the Company held $ 22 million at its properties for a total cash and restricted cash balance of approximately $ 96 million on October 6, 2022.
−Removed: The foregoing description of the Separation Agreement is only
−Removed: a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 2.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2022 .
−Removed: On October 6, 2022, following the Separation and pursuant to the Separation Agreement, Bluerock Residential completed the spin-off of the Company by distributing all of the Company’s outstanding shares of Class A common stock and Class C common stock to the holders of Bluerock Residential common stock (the “Distribution”) as of the record date, September 29, 2022 (the “Spin-Off”).
−Removed: As a result of the Separation, the Distribution and the Spin-Off, the Company became an independent publicly-traded company and our Class A common stock is listed under the symbol “BHM” on the NYSE American.
+Added: In October 2023, the Company filed its U.S.
+Added: federal income tax return for the taxable year ending December 31, 2022 and elected to be treated, and currently qualifies, as a real estate investment trust (“REIT”) for federal income tax purposes.
+Added: As a REIT, the Company generally is not subject to corporate-level income taxes.
+Added: To maintain its REIT status, the Company is required, among other requirements, to distribute annually at least 90 % of its “REIT taxable income,” as defined by the Internal Revenue Code of 1986, as amended (the “Code”), to the Company’s stockholders.
+Added: If the Company fails to qualify as a REIT in any taxable year, it would be subject to federal income tax on its taxable income at regular corporate tax rates and it would not be permitted to qualify as a REIT for four years following the year in which it lost its qualification.
+Added: The Company intends to continue to organize and operate in such a manner as to remain qualified as a REIT.
+Added: The Separation and the Distribution
+Added: On October 5, 2022, the Company entered into a Separation and Distribution Agreement with Bluerock Residential, Badger Parent LLC, Badger Holdco LLC and Bluerock Residential Holdings, L.P., the Company’s operating partnership (the “Operating Partnership”), pursuant to which, among other things, Bluerock Residential contributed to the Company its single-family residential real estate business and certain other assets (the “Separation”).
+Added: On October 6, 2022, following the Separation, Bluerock Residential completed the spin-off of the Company by distributing all the Company’s outstanding shares of Class A common stock and Class C common stock to the holders of Bluerock Residential common stock (the “Distribution”) as of the record date, September 29, 2022 (the “Spin-Off”).
+Added: As a result of the Separation, the Distribution and the Spin-Off, the Company became an independent, publicly traded company and its Class A common stock is listed under the symbol “BHM” on the NYSE American.
Following the Separation, the Distribution and the Spin-Off, the former holders of Bluerock Residential common stock who received shares of the Company’s common stock in the Distribution indirectly owned approximately 34 % of the Company’s single-family residential business, and holders of units in the Operating Partnership (other than the holders of the Company’s common stock) indirectly owned approximately 66 % of the Company’s single-family residential business.
−Removed: Articles of Amendment and Restatement and Bylaws
−Removed: In connection with the Separation and the Distribution, the Company filed Articles of Amendment and Restatement (the “Second Articles of Amendment and Restatement”) with the Maryland State Department of Assessments and Taxations on October 5, 2022, which became effective as of 12:00 a.m.
−Removed: on October 6, 2022, amending and restating its charter.
−Removed: The Second Articles of Amendment and Restatement provide for, among other things, (i) an increase in our authorized number of shares of capital stock to 1,000,000,000 shares, consisting of 750,000,000 shares of common stock, $ 0.01 par value per share and 250,000,000 shares of preferred stock, $ 0.01 par value per share, and (ii) restrictions on transfer and ownership intended to enable the Company to qualify and maintain its qualification as a real estate investment trust.
−Removed: On October 6, 2022, the Company also amended and restated its bylaws (the “Amended and Restated Bylaws”) to provide terms appropriate as an ongoing publicly traded company.
−Removed: The foregoing description of the Second Articles of Amendment and Restatement and the Amended and Restated Bylaws is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Second Articles of Amendment and Restatement and the Amended and Restated Bylaws, which are filed as Exhibits 3.1 and 3.2 , respectively, to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2022.
−Removed: Tax Matters Agreement
−Removed: In connection with the Separation and the Distribution, on October 5, 2022, the Company entered into a Tax Matters Agreement with Bluerock Residential, Badger Parent, Badger Holdco LLC, Bluerock REIT Holdings, LLC (“REIT Holdings”) and the Operating Partnership that governs the respective rights, responsibilities and obligations of Bluerock Residential and the Company after the Distribution with respect to tax liabilities and benefits, tax attributes, certain indemnification rights with respect to tax matters, the preparation and filing of tax returns, the control of audits and other tax proceedings, the intended federal income tax characterization of the Separation and the Distribution and the agreed-upon reporting thereof, and certain other tax matters.
−Removed: The Company’s obligations under the Tax Matters Agreement are not limited in amount or subject to any cap.
−Removed: The foregoing description of the Tax Matters Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Matters Agreement, which is filed as Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2022 .
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
3 unchanged sentences
As of December 31, 2023, limited partners other than the Company owned approximately 68.68 % of the common units of the Operating Partnership ( 59.45 % is held by holders of limited partnership interest in the Operating Partnership (“OP Units”) and 9.23 % is held by holders of the Operating Partnership’s long-term incentive plan units (“LTIP Units”), including 3.76 % which are not vested at December 31, 2023).
−Removed: Bluerock Homes consists of the combined consolidated financial statements of the Operating Partnership and Bluerock REIT Operator, LLC, as well as the following investments and certain related entities:
−Removed: Alexan Southside Place, ARIUM Grandewood, Ballast, Golden Pacific, ILE, James at South First, Marquis at The Cascades, Mira Vista, Navigator Villas, Peak Housing, Peak JV 1 (formerly Indy and Springfield), Peak JV 2 (formerly Axelrod, Granbury, Granbury 2.0, Lubbock, Lubbock 2.0, Lubbock 3.0, Lynnwood, Lynnwood 2.0, Springtown, Springtown 2.0, Texarkana and Texas Portfolio 183), Peak JV 3 (formerly DFW 189), Peak JV 4 (formerly Savannah 319), Park & Kingston, Plantation Park, The Conley, The Cottages at Myrtle Beach, The Cottages at Warner Robins, The Cottages of Port St.
−Removed: 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.
−Removed: The financial statements include allocations of certain general, administrative, sales and marketing expenses and operations from Bluerock Residential for the period ended and prior to October 6, 2022.
−Removed: The combined consolidated financial statements include certain prior period reclassifications made by the Company to reflect the Operating Partnership unitholders’ approximately 66 % ownership in the Company following the Separation and Distribution.
−Removed: Reclassifications to net (loss) income on the combined consolidated statements of operations, along with reclassifications to stockholders’ equity and noncontrolling interest for Operating Partnership unitholders on the combined consolidated balances sheets and statements of stockholders’ equity, were made for the period ending and prior to October 6, 2022 and for the year ended December 31, 2021.
+Added: The combined consolidated financial statements include certain prior period reclassifications made by the Company to reflect the Operating Partnership unitholders’ approximately 66 % ownership in the Company following the Separation and the Distribution.
+Added: Reclassifications to net loss on the combined consolidated statements of operations, along with reclassifications to stockholders’ equity and noncontrolling interest for Operating Partnership unitholders on the combined consolidated balances sheets and statements of stockholders’ equity, were made for the period ending and prior to October 6, 2022.
Significant Risks and Uncertainties
−Removed: The COVID-19 Pandemic
−Removed: For much of 2020, the ongoing pandemic of the novel coronavirus and variants thereof (“COVID-19”) created significant uncertainty and economic disruption that adversely affected the Company and its tenants.
−Removed: The adverse impact of the pandemic moderated during 2021 and has significantly diminished during 2022.
−Removed: However, the continuing impact of the COVID-19 pandemic and its duration are unclear, and various factors could erode the progress that has been made against the virus to date.
−Removed: If conditions similar to those experienced in 2020, at the height of the pandemic, were to reoccur, such conditions and any resulting macro-economic changes could have material and adverse effects on the Company’s financial condition, results of operations and cash flows.
−Removed: The Company continues to closely monitor the impact of COVID-19 on all aspects of its business.
−Removed: For further information regarding the impact of COVID-19 on the Company, see the section titled “Risk Factors---Risks Related to Our Business, Properties and Industry” set forth in Item 1A of this Annual Report on Form 10-K.
+Added: Uncertainty Due to Economic Volatility
+Added: 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.
+Added: As inflation accelerated rapidly in 2022 and into 2023, the Federal Reserve increased interest rates a total of seven times during 2022 and four times during 2023 to curb the effects of rising inflation.
+Added: While the Federal Reserve has held rates steady since July 2023 and has forecasted rate cuts in 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 future increases in inflation.
+Added: 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.
+Added: 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.
+Added: The Company continues to closely monitor the impact of economic volatility on all aspects of its business.
Summary of Significant Accounting Policies
−Removed: Real Estate Investments, Preferred Equity Investments and Notes Receivable (Real Estate Loan Investment)
+Added: Real Estate Investments, Preferred Equity Investments and Notes Receivable (Real Estate Loan Investments)
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:
4 unchanged sentences
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.
−Removed: 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.
+Added: 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.
18 unchanged sentences
Fair Value of Financial Instruments
−Removed: As of December 31, 2022 and December 31, 2021, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due to and due from affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly-liquid nature and/or short-term maturities.
+Added: As of December 31, 2023 and December 31, 2022, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, 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 of notes receivable approximate fair value because stated interest rate terms are consistent with interest rate terms on new deals with similar leverage and risk profiles.
25 unchanged sentences
In-place leases
−Removed: Impairment of Real Estate Assets
−Removed: The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company’s real estate and related intangible assets may not be recoverable.
−Removed: When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition.
−Removed: Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the real estate and related intangible assets and liabilities, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets.
−Removed: No impairment charges were recorded in 2022 or 2021.
+Added: Impairment of Operating Real Estate Assets
+Added: The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company’s operating real estate and related intangible assets may not be recoverable.
+Added: When indicators of potential impairment suggest that the carrying value of operating real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition.
+Added: Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the operating real estate and related intangible assets, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the operating real estate and related intangible assets.
+Added: No impairment charges on operating real estate and related intangible assets were recorded in 2023 or 2022.
+Added: Held for Sale Real Estate Assets
+Added: Real estate assets are classified as held for sale when they meet the applicable GAAP criteria in accordance with ASC 360-10 Property, Plant, and Equipment - Overall , including, but not limited to, the availability of the real estate asset for immediate sale in its present condition, the existence of an active program to locate a buyer, the probable sale of the real estate asset within one year, and actions required to complete the sale of the real estate asset are likely to occur.
+Added: 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 combined consolidated balance sheets.
+Added: At December 31, 2023, the Company had 118 units classified as held for sale, with a recorded impairment related to held for sale units of $ 1.3 million which is included in gain on sale and impairment of real estate investments, net within the combined consolidated statements of operations.
+Added: There were no real estate assets classified as held for sale at December 31, 2022 and no impairment charges were recorded in 2022.
Cash and Cash Equivalents
12 unchanged sentences
Deferred financing fees represent commitment fees, legal fees and other third-party costs associated with obtaining financing.
−Removed: Fees associated with the Company’s revolving lines of credit are recorded within accounts receivable, prepaids and other assets on the combined consolidated balance sheet.
+Added: Fees associated with the Company’s revolving lines of credit are recorded within accounts receivable, prepaids and other assets on the combined consolidated balance sheets.
Deferred fees associated with its lines of credit are amortized to interest expense over the terms of the financing agreements using the straight-line method, which approximates the effective interest method.
−Removed: Partially Owned Noncontrolling Interests
−Removed: Partially owned noncontrolling interests are comprised of the Company’s joint venture partners’ interests in consolidated joint ventures.
+Added: Partially Owned Properties’ Noncontrolling Interests
+Added: Partially owned properties’ noncontrolling interests are comprised of the Company’s joint venture partners’ interests in consolidated joint ventures.
The Company reports its joint venture partners’ interest in its consolidated real estate joint ventures and other subsidiary interests held by third parties as noncontrolling interests.
14 unchanged sentences
Distribution Policy
−Removed: The Company expects to authorize and declare regular cash distributions to its stockholders to qualify and maintain its REIT status.
−Removed: Distributions to stockholders will be determined by the Company’s board of directors (the “Board”) and will be dependent upon a number of factors, including funds available for the payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements, and annual distribution requirements in order to maintain the Company’s status as a REIT, and other considerations as the Board may deem relevant.
+Added: The Company expects to authorize and declare regular cash distributions to its stockholders to maintain its REIT status.
+Added: Distributions to stockholders will be determined by the Company’s board of directors (the “Board”) and will be dependent upon a number of factors, including funds available for the payment of distributions, financial condition, the timing of property acquisitions, capital expenditure requirements, and annual distribution requirements to maintain the Company’s status as a REIT, and other considerations as the Board may deem relevant.
Distributions are recorded as a reduction of stockholders’ equity in the period in which they are declared.
Dividends may be funded from a variety of sources.
−Removed: In particular, the Company expects that, initially, dividends may exceed net income under GAAP because of non-cash expenses, mainly depreciation and amortization expense, which are included in net income.
−Removed: To the extent that funds available for distribution are less than the amount required to be distributed to stockholders to satisfy the requirements to qualify as a REIT, the Company may consider various means to cover any such shortfall, including borrowing under loans, selling certain assets or using a portion of the net proceeds from future offerings of equity, equity-related securities or debt securities or declaring taxable share dividends.
−Removed: In addition, the Company’s charter allows the issuance of preferred equity shares that could have a preference on dividends, and if the Company does, the dividend preference on the preferred equity could limit the ability to pay dividends to the holders of our common stock.
+Added: In particular, the Company expects that, initially, dividends may exceed net income under accounting principles generally accepted in the United States of America (“GAAP”) because of non-cash expenses, mainly depreciation and amortization expense, which are included in net income.
+Added: To the extent that funds available for distribution are less than the amount required to be distributed to stockholders to satisfy the requirements to maintain its REIT status, the Company may consider various means to cover any such shortfall, including borrowing under loans, selling certain assets or using a portion of the net proceeds from future offerings of equity, equity-related securities or debt securities or declaring taxable share dividends.
+Added: In addition, the Company’s charter allows the issuance of preferred equity shares that could have a preference on dividends, and such dividend preference on the preferred equity could limit the ability to pay dividends to the holders of our common stock.
+Added: The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, and has qualified since the taxable year ended December 31, 2022.
+Added: To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its annual REIT taxable income to stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP).
+Added: As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders.
+Added: Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.
+Added: If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost, unless the Internal Revenue Service grants it relief under certain statutory provisions.
+Added: Such an event could materially adversely affect the Company’s net income (loss) and net cash available for distribution to stockholders.
+Added: However, the Company intends to continue to organize and operate in such a manner as to remain qualified for treatment as a REIT.
+Added: For the year ended December 31, 2023, 100 % of the distributions received by both the common and preferred stockholders were classified as capital gains for income tax purposes and none were a return of capital.
+Added: For the common and preferred stockholders, 0.4022 % and 0.5665 % of the capital gains, respectively, qualified as Section 1250 gains.
+Added: For the year ended December 31, 2022 , the Company did not make any distributions.
+Added: ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.
+Added: It requires a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, in an income tax return.
+Added: This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
+Added: Management has considered all positions taken on the 2022 tax returns (where applicable), and those positions expected to be taken on the 2023 tax returns, and concluded that tax positions taken have a more likely than not level of assurance of being sustained at the full amount upon examination.
+Added: Accordingly, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements.
+Added: The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2023.
+Added: If any income tax exposure was identified, the Company would recognize an estimated liability for income tax items that meet the criteria for accrual.
+Added: Neither the Company nor its subsidiaries have been assessed interest or penalties by any major tax jurisdictions.
+Added: If any interest and penalties related to income tax assessments arose, the Company would record them as income tax expense.
+Added: The statute of limitations for the Company’s returns is generally 3 years and as of December 31, 2023, tax returns for the calendar year 2022 remains subject to examination by the Internal Revenue Service and various state tax jurisdictions.
Reportable Segment
19 unchanged sentences
2021-01 “Reference Rate Reform (Topic 848)” (“ASU 2021-01”).
−Removed: The amendments in ASU 2021-01 were effective immediately and permit entities to elect certain optional expedients in connection with reference rate reform activities and their impact on debt, contract modifications and derivative instruments as it is expected the global market will transition from LIBOR and other interbank offered rates to alternative reference rates.
+Added: The amendments in ASU 2021-01 were effective immediately and permit entities to elect certain optional expedients in connection with reference rate reform activities and their impact on debt, contract modifications and derivative instruments as it is expected the global market will transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.
The initial sunset date for election of the amendments in ASU 2021-01 was December 31, 2022, though with the issuance by FASB of ASU 2022-06 “Reference Rate Reform (Topic 848):
1 unchanged sentence
The Company has not elected the optional expedients, though it continues to evaluate the impact of the guidance and may apply elections as applicable as changes in the market occur.
+Added: In November 2023, the FASB issued Accounting Standards Update No.
+Added: 2023-07 “Improvements to Reportable Segment Disclosures (Topic 280)” (“ASU 2023-07”).
+Added: The amendments in ASU 2023-07 require additional disclosures regarding reportable segments, including a segment’s significant expenses on both an annual and interim basis.
+Added: The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods with fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The Company is currently evaluating the impact of adopting ASU 2023-07 on its financial disclosures.
+Added: In December 2023, the FASB issued Accounting Standards Update No.
+Added: 2023-09 “Improvements to Income Tax Disclosures (Topic 740)” (“ASU 2023-09”).
+Added: The amendments in ASU 2023-09 require additional disclosure with respect to the effective tax rate reconciliation and information on income taxes paid.
+Added: The amendments in ASU 2023-09 are effective for the Company for annual reporting periods beginning after December 15, 2024.
+Added: The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial disclosures.
Current Expected Credit Losses
14 unchanged sentences
Note 3 – Discontinued Operations
−Removed: During 2021, the Company sold six multifamily consolidated operating investments as follows:
−Removed: ARIUM Grandewood, James at South First, Marquis at The Cascades, Plantation Park, Park & Kingston and The District at Scottsdale.
−Removed: The Company did not sell any consolidated operating investments in 2022.
−Removed: We have concluded that these multifamily apartment community sales are discontinued operations as the asset group represents a component of an entity, the component met the criteria of held for sale in 2021, and the disposals represented a strategic shift in our business from multifamily apartment communities to single-family residential units.
−Removed: As a result, certain items were reclassified as part of discontinued operations for comparative purposes.
−Removed: The amounts in the statement of operations that are included in discontinued operations at December 31, 2022 and 2021 are summarized in the following table (amounts in thousands):
+Added: The following table summarizes amounts for the year ended December 31, 2022 related to discontinued operations that resulted from trailing sales activity of multifamily investments in 2021 (amounts in thousands).
+Added: The Company previously concluded that these multifamily investment sales were discontinued operations as the asset group represented a component of an entity, the component met the criteria of held for sale in 2021, and the disposals represented a strategic shift in the Company’s business from multifamily apartment communities to single-family residential units.
Total Revenues
Property operating
−Removed: Property management and asset management fees
−Removed: Weather-related losses, net
−Removed: Depreciation and amortization
−Removed: Interest expense, net
Total expenses
Income on operations of rental property
−Removed: Loss on extinguishment of debt
Gain on sale of real estate assets
Income from discontinued operations
−Removed: The amounts in the statement of cash flows that are included in discontinued operations at December 31, 2021 are summarized in the following table (amounts in thousands).
−Removed: No amounts are included in the statement of cash flows at December 31, 2022.
−Removed: Depreciation and amortization
−Removed: Capital expenditures
−Removed: Note 4 – Sale of Real Estate Assets
−Removed: Sale of ARIUM Grandewood
−Removed: On January 28, 2021, the Company closed on the sale of ARIUM Grandewood located in Orlando, Florida.
−Removed: The property was sold for approximately $ 65.3 million, subject to certain prorations and adjustments typical in such real estate transactions.
−Removed: After consideration of the $ 39.1 million senior mortgage and payment of closing costs and fees of $ 1.1 million, the sale of ARIUM Grandewood generated net proceeds of approximately $ 25.1 million and a gain on sale of approximately $ 27.7 million.
−Removed: The Company recorded debt modification costs of $ 0.1 million related to the collateral substitution transaction.
−Removed: Sale of James at South First
−Removed: On February 24, 2021, the Company closed on the sale of James at South First located in Austin, Texas.
−Removed: The property was sold for $ 50.0 million, subject to certain prorations and adjustments typical in such real estate transactions.
−Removed: After deduction for the payoff of existing mortgage indebtedness encumbering the property in the amount of $ 25.6 million, the payment of early extinguishment of debt costs of $ 2.5 million and payment of closing costs and fees of $ 0.5 million, the sale of the property generated net proceeds of approximately $ 21.1 million and a gain on sale of approximately $ 17.4 million.
−Removed: The Company’s pro rata share of the proceeds was approximately $ 18.1 million.
−Removed: The Company recorded a loss on extinguishment of debt of $ 2.6 million related to the sale.
−Removed: Sale of Marquis at The Cascades
−Removed: On March 1, 2021, the Company closed on the sale of the Marquis at The Cascades properties, located in Tyler, Texas, pursuant to the terms and conditions of two separate purchase and sales agreements.
−Removed: The properties were sold for approximately $ 90.9 million, subject to certain prorations and adjustments typical in such real estate transactions.
−Removed: After deduction for the payoff of the existing mortgage indebtedness encumbering the properties in the amount of $ 53.6 million and payment of closing costs and fees of $ 0.3 million, the sale of the properties generated net proceeds of approximately $ 37.3 million and a gain on sale of approximately $ 23.7 million.
−Removed: The Company’s pro rata share of the proceeds was approximately $ 32.6 million.
−Removed: The Company recorded a loss on extinguishment of debt of $ 0.3 million related to the sale.
−Removed: Sale of The Conley Interests
−Removed: On March 18, 2021, The Conley, the underlying asset of an unconsolidated joint venture located in Leander, Texas, was sold.
−Removed: Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $ 16.5 million, which included its original preferred investment of $ 15.2 million and accrued preferred return of $ 1.3 million.
−Removed: Sale of Alexan Southside Place Interests
−Removed: On March 25, 2021, Alexan Southside Place, the underlying asset of an unconsolidated joint venture located in Houston, Texas, was sold.
−Removed: The Company received $ 10.1 million of its preferred equity investment, which was net of the $ 15.9 million provision for credit loss recorded in the fourth quarter 2020.
−Removed: Sale of Plantation Park
−Removed: On April 26, 2021, the Company closed on the sale of Plantation Park located in Lake Jackson, Texas.
−Removed: The property was sold for $ 32.0 million, subject to certain prorations and adjustments typical in such real estate transactions.
−Removed: After deduction for assumption of the existing mortgage indebtedness encumbering the property in the amount of $ 26.6 million and payment of closing costs and fees of $ 0.4 million, a loss on the sale of $ 1.1 million was incurred.
−Removed: The sale of the property generated net proceeds of approximately $ 4.9 million, of which the Company’s pro rata share of the proceeds was approximately $ 2.7 million.
−Removed: The Company recorded a loss on extinguishment of debt of $ 0.2 million related to the sale.
−Removed: Sale of Vickers Historic Roswell
−Removed: On June 29, 2021, Vickers Historic Roswell, a property located in Roswell, Georgia, was sold.
−Removed: Upon the sale, the mezzanine loan provided by the Company was paid off in the amount of $ 12.9 million, which included principal repayment of $ 12.4 million and accrued interest of $ 0.5 million.
−Removed: Sale of Park & Kingston
−Removed: On July 7, 2021, the Company closed on the sale of Park & Kingston located in Charlotte, North Carolina.
−Removed: The property was sold for $ 44.9 million, subject to certain prorations and adjustments typical in such real estate transactions.
−Removed: After deduction for the payoff of the existing mortgage indebtedness encumbering the property in the amount of $ 19.6 million, the payment of early extinguishment of debt costs of $ 2.4 million and payment of closing costs and fees of $ 0.5 million, the sale of the property generated net proceeds of approximately $ 24.7 million and a gain on sale of approximately $ 19.4 million.
−Removed: The Company recorded a loss on extinguishment of debt of $ 2.6 million related to the sale.
−Removed: Sale of The District at Scottsdale
−Removed: On July 7, 2021, the Company closed on the sale of The District at Scottsdale located in Scottsdale, Arizona.
−Removed: The property was sold for $ 150.5 million, subject to certain prorations and adjustments typical in such real estate transactions.
−Removed: After deduction for the payoff of the existing mortgage indebtedness encumbering the property in the amount of $ 73.8 million, the payment of early extinguishment of debt costs of $ 0.4 million and payment of closing costs and fees of $ 0.4 million, the sale of the property generated net proceeds of approximately $ 74.8 million and a gain on sale of approximately $ 29.6 million.
−Removed: The Company’s pro rata share of the proceeds was approximately $ 69.5 million.
−Removed: The Company recorded a loss on extinguishment of debt of $ 0.4 million related to the sale.
−Removed: Sale of Mira Vista Interests
−Removed: On September 23, 2021, Mira Vista, the underlying asset of an unconsolidated joint venture located in Austin, Texas, was sold.
−Removed: Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $ 5.6 million, which included its original preferred investment of $ 5.3 million and accrued preferred return of $ 0.3 million.
−Removed: Sale of Thornton Flats Interests
−Removed: On December 14, 2021, Thornton Flats, the underlying asset of an unconsolidated joint venture located in Austin, Texas, was sold.
−Removed: Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $ 5.5 million, which included its original preferred investment of $ 5.3 million and accrued preferred return of $ 0.2 million.
+Added: There are no amounts in the combined consolidated statement of cash flows that are included in discontinued operations for the year ended December 31, 2022.
+Added: Note 4 – Sale of Real Estate Assets and Held for Sale Real Estate Assets
Sale of The Hartley at Blue Hill
4 unchanged sentences
On July 22, 2022, the outstanding balance of the Weatherford 185 mezzanine loan provided by the Company was paid off for $ 9.4 million, which included principal repayment of $ 9.3 million and accrued interest of $ 0.1 million.
+Added: Sale of Consolidated Operating Units
+Added: During 2023, the Company closed on the following sales:
+Added: two units in the Golden Pacific portfolio, twelve units in the Peak JV 2 portfolio, and thirty-nine units in the Peak JV 3 portfolio, pursuant to the terms and conditions of multiple separate purchase and sales agreements.
+Added: The fifty-three units were sold for an aggregate of approximately $ 9.5 million, subject to certain closing costs, prorations and adjustments typical in such real estate transactions, and generated net proceeds of approximately $ 9.1 million and a gain on sales of approximately $ 0.3 million.
+Added: Sale of Willow Park Interests
+Added: On October 26, 2023, Willow Park, the underlying asset of an unconsolidated joint venture located in Willow Park, Texas, was sold.
+Added: Upon the sale, the Company’s preferred equity investment was redeemed for $ 4.1 million, which included $ 2.9 million of its total $ 4.6 million principal investment and $ 1.2 million of accrued preferred return.The remaining $ 1.7 million of the Company’s principal investment is collateralized by The Woods at Forest Hill and Peak REIT OP.
+Added: Refer to Note 8 for further information.
+Added: Sale of The Cottages at Warner Robins Interests
+Added: On December 15, 2023, The Cottages at Warner Robins, the underlying asset of an unconsolidated joint venture located in Warner Robins, Georgia, was sold.
+Added: Upon the sale, the Company’s preferred equity investment was redeemed by the joint venture for $ 16.6 million, which included its original preferred investment of $ 13.3 million, accrued preferred return of $ 3.1 million and a minimum interest payment of $ 0.2 million.
+Added: Held for Sale
+Added: As of December 31, 2023, the Company classified an aggregate of 118 units as held for sale in its combined consolidated balance sheets, with a $ 1.3 million recorded impairment related to held for sale units which is included in gain on sale and impairment of real estate investments, net on the combined consolidated statements of operations.
+Added: The units are included in the following portfolios:
+Added: 35 units of Indy-Springfield (formerly Peak JV 1), 13 units of Peak JV 2, and 70 units of Peak JV 3.
+Added: These units were identified based on submarket analysis and individual unit-level operational review.
Note 5 – Investments in Real Estate
−Removed: As of December 31, 2022, the Company held seventeen real estate investments, consisting of ten consolidated operating investments and seven investments held through preferred equity investments.
−Removed: The following tables provide summary information regarding the Company’s consolidated operating investments and preferred equity investments.
−Removed: Consolidated Operating Investments
+Added: As of December 31, 2023, the Company held eighteen real estate investments, consisting of eleven consolidated investments and seven held through preferred equity and loan investments.
+Added: The following tables provide summary information regarding the Company’s consolidated investments and preferred equity and loan investments.
+Added: Consolidated Investments
+Added: Operating Investment Name
+Added: Market / Location
Golden Pacific
+Added: Indy-Springfield, formerly Peak JV 1
Navigator Villas
−Removed: JV 3, formerly DFW 189
Dallas-Fort Worth, TX
−Removed: JV 4, formerly Savannah 319
+Added: Savannah-84, formerly Peak JV 4
Wayford at Concord
Yauger Park Villas
−Removed: (1) Peak JV 1 includes the portfolios formerly presented as Indy and Springfield.
−Removed: (2) Peak JV 2 includes the portfolios formerly presented as Axelrod, Granbury, Granbury 2.0, Lubbock, Lubbock 2.0, Lubbock 3.0, Lynnwood, Lynnwood 2.0, Springtown, Springtown 2.0, Texarkana and Texas Portfolio 183, of which all are in Texas.
+Added: Total Operating Units
+Added: Development Investment Name
+Added: Abode Wendell Falls (2)
+Added: Total Development Units
+Added: (1) Total operating units includes an aggregate of 118 units classified as held for sale and includes the following portfolios:
+Added: 35 units in Indy-Springfield, 13 units in Peak JV 2, and 70 units in Peak JV 3.
+Added: (2) Abode Wendell Falls is a build to rent development project expected to commence construction in the second quarter 2024.
+Added: The total estimated project cost is $ 56.0 million, of which $ 6.5 million was incurred as of December 31, 2023.
Depreciation expense was $ 16.2 million and $ 12.9 million for the years ended December 31, 2023 and 2022, respectively.
1 unchanged sentence
In-place leases are amortized over the remaining term of the in-place leases, which is approximately six months.
−Removed: Amortization expense related to the in-place leases was $ 2.7 million and $ 2.1 million for the years ended December 31, 2022 and 2021, respectively.
+Added: Amortization expense related to the in-place leases was zero and $ 2.7 million for the years ended December 31, 2023 and 2022, respectively.
The Company’s real estate assets are leased to tenants under operating leases for which the terms and expirations vary.
6 unchanged sentences
No individual tenant represents over 10% of the Company’s annualized base rent for the consolidated real estate investments.
−Removed: Preferred Equity Investments
+Added: Preferred Equity and Loan Investments
Actual / Estimated
5 unchanged sentences
Willow Park, TX
−Removed: Total Lease-up Units
−Removed: Development Investment Name
The Cottages at Myrtle Beach
Myrtle Beach, SC
−Removed: The Cottages at Warner Robins
−Removed: Warner Robins, GA
The Cottages of Port St.
1 unchanged sentence
Charlotte, NC
+Added: Total Lease-up Units
+Added: Development Investment Name
Total Development Units
3 unchanged sentences
Total Operating Units
−Removed: (1) Peak Housing is a stabilized operating portfolio and consists of the Company’s preferred equity investments in a private single-family home REIT (refer to Note 8 for further information).
−Removed: Unit count excludes units presented in the consolidated operating investments table above.
+Added: (1) Peak Housing is a stabilized operating portfolio and the number of units shown represents those collateralizing the Company’s preferred equity investment in the Peak REIT OP as of December 31, 2023 (refer to Note 8 for further information).
+Added: Unit count excludes units presented in the consolidated investments table above.
Note 6 – Acquisition of Real Estate
The following describes the Company’s significant acquisition activity and related new financing during the years ended December 31, 2023 and 2022 ($ in thousands):
−Removed: Second Quarter
−Removed: Yauger Park Villas
−Removed: Wayford at Concord
−Removed: Third Quarter
−Removed: Peak JV 1 (4)
−Removed: Peak JV 2 (6)
−Removed: Fourth Quarter
−Removed: Peak JV 2 (6)
−Removed: Golden Pacific
−Removed: Peak JV 2 (6)
−Removed: Peak JV 2 (6)
−Removed: Peak JV 3, formerly DFW 189
−Removed: Dallas-Fort Worth, TX
+Added: Investment Name
+Added: Market / Location
First Quarter
−Removed: Peak JV 2 (6)
−Removed: Peak JV 4, formerly Savannah 319
+Added: Savannah-84, formerly Peak JV 4
Golden Pacific
5 unchanged sentences
Golden Pacific
−Removed: (1) For those months where “Various”is listed, the Company, on various dates throughout that specified quarter, acquired additional units that were added to the respective existing portfolios.
+Added: February 23, 2023
+Added: Abode Wendell Falls (6)
+Added: December 20, 2023
+Added: (1) For those dates where a month is listed, additional units were acquired and added to the respective existing portfolio throughout that specified month.
+Added: For those dates where “Various” is listed, additional units were acquired and added to the respective existing portfolios on various dates throughout that specified quarter.
For Ballast, the units acquired in the second quarter 2022 were the first acquisitions by the Company for the portfolio.
−Removed: (2) Mortgage balance includes a $ 10.5 million senior loan assumption and a $ 4.6 million supplemental loan assumption secured by the Yauger Park Villas property.
−Removed: (3) Purchase price was funded in full by the Company and its unaffiliated joint venture partner upon acquisition.
−Removed: (4) Peak JV 1 includes the portfolios formerly presented as Indy and Springfield.
−Removed: (5) As part of the acquisition, the Company provided a mortgage or mezzanine loan to the consolidated portfolio owner in the full amount shown.
−Removed: During 2022, these loans were converted into common equity interests.
+Added: (2) For those investments where no debt amount is presented, the purchase price was funded in full by the Company and its unaffiliated joint venture partner, or solely by the Company for investments where it holds full ownership, upon acquisition.
+Added: (3) As part of the acquisition, the Company provided a mezzanine loan to the consolidated portfolio owner in the full amount shown.
+Added: During 2022, this loan was converted into a common equity interest.
Refer to the Peak Housing disclosure in Note 7 for further information.
−Removed: (6) Peak JV 2 includes the portfolios formerly presented as Axelrod, Granbury, Granbury 2.0, Lubbock, Lubbock 2.0, Lubbock 3.0, Lynnwood, Lynnwood 2.0, Springtown, Springtown 2.0, Texarkana and Texas Portfolio 183, of which all are in Texas.
−Removed: The amounts presented reflect the aggregate of the portfolios acquired during the period specified.
+Added: (4) In January 2023, the Company acquired the unaffiliated joint venture partner’s interest in Savannah-84, increasing its interest from 80 % to 100 % .
(5) As there are four separate credit agreements under which the ILE portfolio acquisitions are financed, the debt amount represents the aggregate debt held through one or more of these credit agreements.
Refer to Note 9 and Note 10 for further information.
−Removed: (8) As part of the acquisition, the Company provided a mezzanine loan to the consolidated portfolio owner in the full amount shown.
−Removed: The loan is eliminated in the Company’s combined consolidated financial statements.
−Removed: Refer to the Peak Housing disclosure in Note 7 for further information.
+Added: (6) Abode Wendell Falls is a build to rent development project expected to commence construction in the second quarter 2024.
+Added: The total estimated project cost is $ 56.0 million, of which $ 6.5 million was incurred as of December 31, 2023.
Purchase Price Allocation
3 unchanged sentences
Purchase Price
−Removed: Building improvements
−Removed: Furniture and fixtures
−Removed: In-place leases
Total assets acquired (1)
+Added: (1) The $ 10.8 million of total assets acquired includes $ 0.9 million of acquisition expenses that have been capitalized as the acquisitions of additional real estate have been accounted for as asset acquisitions.
+Added: Acquisition of Additional Interests in Investments
+Added: During the year ended December 31, 2023, the Company acquired the noncontrolling partner’s interest in the following consolidated operating investments ($ in thousands):
+Added: Previous Ownership
+Added: New Ownership
+Added: Investment Name
+Added: January 6, 2023
+Added: Indy-Springfield, formerly Peak JV 1
+Added: March 8, 2023
Note 7 – Notes and Interest Receivable
−Removed: At December 31, 2022 and December 31, 2021, the Company had zero and $ 38.9 million, respectively, in notes and accrued interest receivable due from its loan investments.
−Removed: The $ 38.9 million receivable due at December 31, 2021 represents the Company’s loan investments in The Hartley at Blue Hill and is net of a provision for credit loss of $ 0.06 million.
−Removed: Credit Losses
−Removed: The provision for and recovery of credit losses of the Company’s loan investments at December 31, 2022 and December 31, 2021 are summarized in the table below (amounts in thousands):
+Added: Following is a summary of the notes and accrued interest receivable due from loan investments at December 31, 2023 (amounts in thousands).
+Added: At December 31, 2022, the Company held no loan investments and there were no outstanding interest receivable amounts due to the Company.
+Added: Investment Name
+Added: Notes Receivable
+Added: The Woods at Forest Hill
+Added: Total notes receivable
+Added: Accrued Interest Receivable
+Added: The Woods at Forest Hill
+Added: Total accrued interest receivable
+Added: Total notes and accrued interest receivable
+Added: Allowance for credit losses
+Added: Allowance for Credit Losses
+Added: The provision for and recovery of credit losses of the Company’s loan investments at December 31, 2023 and 2022 are summarized in the table below (amounts in thousands):
Beginning balances, net as of January 1, 2023 and 2022, respectively
−Removed: Recovery of credit losses on pool of assets, net (1)
−Removed: Provision for credit losses, end of period
+Added: Provision for (recovery of) credit losses on pool of assets (1)
+Added: Allowance for credit losses, 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.
+Added: The provision for credit losses during the year ended December 31, 2023 was attributable to the addition of two investments to the pool of assets.
The recovery of credit losses during the year ended December 31, 2022 was a result of the sale of The Hartley at Blue Hill.
Following is a summary of the interest income from loan investments for the years ended December 31, 2023 and 2022 (amounts in thousands):
+Added: Investment Name
The Hartley at Blue Hill (1)
−Removed: Vickers Historic Roswell (3)
+Added: The Woods at Forest Hill
Weatherford 185 (2)
−Removed: (1) In the third quarter 2021, the Company provided bridge loans to both Corpus and Jolin.
−Removed: In December 2021, the Company recapitalized both Corpus and Jolin and received a full payoff of each loan.
−Removed: As part of the recapitalization, both Corpus and Jolin, along with two portfolios of units previously owned by the Company’s joint venture partner, were combined into Peak JV 2.
(1) In the first quarter 2022, The Hartley at Blue Hill property was sold and the mezzanine loan provided by the Company was paid off in full.
The Hartley at Blue Hill senior loan provided by the Company was paid off in full in the second quarter 2022.
−Removed: (3) In the second quarter 2021, the Vickers Historic Roswell property was sold.
−Removed: The mezzanine loan provided by the Company was paid off in full upon the sale.
−Removed: (4) On July 22, 2022, the Weatherford 185 mezzanine loan provided by the Company was paid off in full.
Refer to the disclosure below for further information.
−Removed: Corpus and Jolin Bridge Loan Financing
−Removed: On July 9, 2021, the Company provided a $ 6.8 million bridge loan to the operating partnership of Peak Housing REIT (the “Peak REIT OP”), an unaffiliated private single-family home REIT, for Corpus, an 81 -unit, stabilized portfolio of single-family residential units located in the Corpus Christi, Texas market.
−Removed: On August 6, 2021, the Company provided a $ 3.1 million bridge loan to the Peak REIT OP for Jolin, a 24 -unit, stabilized portfolio of single-family residential units located in the Weatherford, Texas market.
−Removed: Both the Corpus and Jolin bridge loans bore interest at a fixed rate of 7.0 % with regular monthly payments that were interest-only.
−Removed: At the time each bridge loan was provided, the Company also made a preferred equity investment in the Peak REIT OP for Corpus and Jolin on which the Company earned a 10.0 % per annum return on its investments.
−Removed: On December 22, 2021, the Company and Peak REIT OP entered into an agreement to recapitalize the Corpus and Jolin portfolios.
−Removed: As part of the recapitalization, both Corpus and Jolin, along with two portfolios of units previously owned solely by Peak REIT OP, were combined into one portfolio which was contributed to Peak JV 2, an existing joint venture between the Company and the Peak REIT OP.
−Removed: In addition, the Company, through a contribution to Peak JV 2, made a common equity investment in this portfolio and provided a mezzanine loan of $ 19.8 million to the portfolio owner.
−Removed: The Company received full payoffs, including any accrued but unpaid interest, of both the Corpus and Jolin bridge loans from the Peak REIT OP.
−Removed: Additionally, the Company’s original preferred equity investments in the Peak REIT OP for Corpus and Jolin were amended to reduce the preferred return rate from 10.0 % to 8.0 % per annum.
−Removed: Refer to the Peak Housing Financing disclosure below for further information regarding the mezzanine loan.
−Removed: Refer to the Peak Housing Interests disclosure in Note 8 for further information about the Company’s preferred equity investments in the Peak REIT OP.
+Added: (2) In July 2022, the Weatherford 185 mezzanine loan provided by the Company was paid off in full.
+Added: Refer to the disclosure below for further information.
+Added: The occupancy percentages of the Company’s loan investments at December 31, 2023 are as follows:
+Added: Investment Name
+Added: The Woods at Forest Hill (1)
+Added: Willow Park (2)
+Added: (1) The Woods at Forest Hill commenced lease-up in October 2022.
+Added: (2) Willow Park commenced lease-up in late June 2022.
Peak Housing Financing
−Removed: During 2021, the Company made a preferred equity investment in the operating partnership of Peak REIT OP, and in addition, made common equity investments, through joint ventures with Peak REIT OP, in fourteen portfolios of single-family residential units as follows:
−Removed: two portfolios through Peak JV 1, eleven portfolios through Peak JV 2, and one portfolio through Peak JV 3.
−Removed: These fourteen portfolios are part of Peak Housing (refer to Note 8 for further information about the Company’s preferred equity investment therein).
−Removed: During 2022, the Company made common equity investments, through joint ventures with Peak REIT OP, in two portfolios of single-family residential units as follows:
−Removed: one portfolio through Peak JV 2 and one portfolio through Peak JV 4.
−Removed: In addition to its common and/or preferred equity investments, the Company, through wholly-owned lender-entities, provided the full mortgage or mezzanine loan to each of the fifteen respective portfolio owners within Peak JV 1, JV 2 and JV 3.
+Added: Prior to 2023, the Company made a preferred equity investment in the operating partnership of Peak Housing REIT (the “Peak REIT OP”), and in addition, made common equity investments, through joint ventures with Peak REIT OP, in sixteen portfolios of single-family residential units through Indy-Springfield (formerly Peak JV 1), Peak JV 2, Peak JV 3, and Savannah-84 (formerly Peak JV 4).
+Added: In addition to its common and/or preferred equity investments, the Company, through wholly-owned lender-entities, provided the full mortgage or mezzanine loan to fifteen of the sixteen respective portfolio owners within Indy-Springfield, Peak JV 2, and Peak JV 3 (no loan was provided in conjunction with Savannah-84).
These portfolio owners are owned by joint ventures in which the Company has its common equity investments along with Peak REIT OP.
−Removed: To determine if consolidation of the joint ventures was appropriate, the Company evaluated the basis of consolidation under ASC 810:
−Removed: Consolidation using the voting interest equity
−Removed: method as it had determined that the joint ventures were not variable interest entities.
−Removed: As the Company has controlling voting interests and substantive participating rights of the joint ventures under the operating agreements, the Company determined that consolidation of the joint ventures was appropriate.
−Removed: As the entities through which the Company provided the loans (the lender-entities) and the entities to which the loans were provided (the property owners) consolidate into the Company’s financial statements, the loan receivable balances and the loan payable balances are eliminated through consolidation and therefore are not reflected in the Company’s combined consolidated balance sheets.
−Removed: In addition, the Company’s pro rata share of each loan’s interest expense incurred through the portfolio owner partially offsets, through consolidation, the Company’s interest income for each loan recognized at the wholly-owned lender-entity.
−Removed: The remaining interest income, which is attributable to interest incurred by Peak REIT OP as the noncontrolling interest in each portfolio, is reflected in net income (loss) attributable to common stockholders in the Company’s combined consolidated statements of operations.
−Removed: Through its impact on the net operations of the portfolio, Peak REIT OP’s pro rata share of each loan’s interest expense is reflected in net income (loss) attributable to partially owned noncontrolling interests in the Company’s combined consolidated statements of operations.
−Removed: On April 1, 2022, the mortgage or mezzanine loans provided by the Company to the twelve respective portfolio owners in Peak JV 2 were converted into a total of $ 66.2 million of common equity interests, which included the full principal loan balances in the aggregate amount of $ 61.6 million and an aggregate amount of $ 4.6 million representing the minimum interest associated with the respective loans.
−Removed: On May 10, 2022, the mortgage loans provided by the Company to the two respective portfolio owners in Peak JV 1 were converted into a total of $ 39.2 million of common equity interests, which included the full principal loan balances in the aggregate amount of $ 38.2 million and an aggregate amount of $ 1.0 million representing the minimum interest associated with the respective loans.
−Removed: As of December 31, 2022, one mezzanine loan remains outstanding that has been provided by the Company to the portfolio owner in Peak JV 3.
+Added: During the second quarter 2022, the mortgage and mezzanine loans provided by the Company to fourteen of the respective portfolio owners in Indy-Springfield and Peak JV 2 were converted into a total of $ 105.4 million of common equity interests, which included the full principal loan balances in the aggregate amount of $ 99.8 million and an aggregate amount of $ 5.6 million representing the minimum interest associated with the respective loans.
+Added: As of December 31, 2023, one mezzanine loan that the Company provided to the portfolio owner in Peak JV 3 in the initial amount of $ 20.0 million remains.
+Added: The entity through which the Company provided the loan (the lender-entity) and the entity to which the loan was provided (the property owner) consolidate into the Company’s financial statements.
+Added: As such, the loan receivable balance and the loan payable balance, and the loan interest income and loan interest expense attributable to the Company, are eliminated through consolidation on the combined consolidated balance sheets and statements of operations, respectively.
+Added: The Company (as lender entity) recognizes Peak REIT OP’s portion of interest expense on the loan as income and this amount is reflected in net income (loss) attributable to common stockholders in the Company’s combined consolidated statements of operations.
+Added: The mezzanine loan was to mature on December 31, 2023, however on November 30, 2023, the property owner delivered written notice to the Company of its intention to exercise one of the loan’s two six-month extension options, extending the maturity date to June 30, 2024.
+Added: The loan has one six-month extension option remaining, subject to certain conditions, and the loan can be prepaid without penalty.
+Added: During 2023, proceeds from the sales of 39 units in the Peak JV 3 portfolio (refer to Note 4 for further information) have been used to reduce the outstanding balance of the mezzanine loan provided by the Company to $ 15.9 million as of December 31, 2023.
The Hartley at Blue Hill Loan Financing
6 unchanged sentences
The senior loan bore interest at a fixed rate of 10.0 % per annum with regular monthly payments that were interest-only during the initial term.
−Removed: On February 28, 2022, The Hartley at Blue Hill property was sold and the Hartley Mezz Loan was paid off for $ 34.4 million, which included principal repayment of $ 31.0 million and accrued interest of $ 3.4 million.
+Added: In February 2022, The Hartley at Blue Hill property was sold and the Hartley Mezz Loan was paid off for $ 34.4 million, which included principal repayment of $ 31.0 million and accrued interest of $ 3.4 million.
In April 2022, the senior loan of $ 5.0 million was paid off in full.
−Removed: Vickers Historic Roswell Mezzanine Loan Financing
−Removed: The Company provided a $ 12.4 million mezzanine loan (the “Vickers Mezz Loan”) to BR Vickers Roswell JV Member, LLC (the “Vickers JV Member”), an affiliate of the former Manager.
−Removed: The Vickers Mezz Loan was secured by Vickers JV Member’s approximate 80 % interest in a joint venture along with Bluerock Special Opportunity + Income Fund III, LLC (“Fund III”), an affiliate of the former Manager, and an unaffiliated third party, which developed a 79 -unit Class A apartment community located in Roswell, Georgia known as Vickers Historic Roswell.
−Removed: The Vickers Mezz Loan was to mature on February 26, 2022 or earlier upon the occurrence of certain events, including the date of sale or transfer of the property.
−Removed: The Vickers Mezz Loan bore interest at a fixed rate of 15.0 % with regular monthly payments that were interest-only and could be prepaid without penalty.
−Removed: On June 29, 2021, the Vickers Historic Roswell property was sold and the Vickers Mezz Loan was paid off for $ 12.9 million, which included principal repayment of $ 12.4 million and accrued interest of $ 0.5 million.
+Added: The Woods at Forest Hill Loan Financing
+Added: On December 28,2023, the Company assumed an $ 8.3 million senior loan (the “Woods Loan”) made to an unaffiliated third-party borrower for 76 -build for rent, single-family residential units in Forest Hill, Texas.
+Added: The Woods Loan investment by the Company is in addition to its existing preferred equity investment in The Woods at Forest Hill (refer to Note 8 for further information).
+Added: The Woods Loan bears interest at the prime rate plus 1.50 % per annum, subject to a 4.75 % rate floor, with regular monthly payments that are interest-only through June 2024 and future payments based on twenty-five -year amortization.
+Added: The Woods Loan matures on December 20, 2024, contains two (2) one-year extension options subject to certain conditions, and can be prepaid in part or in whole subject to a make whole premium.
Weatherford 185 Mezzanine Loan Financing
−Removed: On February 15, 2022, the Company provided a $ 9.6 million mezzanine loan to an unaffiliated third party to purchase land in Weatherford, Texas for the development of approximately 185 -build for rent, single-family residential units.
+Added: In February 2022, the Company provided a $ 9.6 million mezzanine loan to an unaffiliated third party to purchase land in Weatherford, Texas for the development of approximately 185 -build for rent, single-family residential units.
The loan bore interest at a fixed rate of 12 % per annum with interest-only payments during the term of the loan.
2 unchanged sentences
The loan could be prepaid without penalty.
−Removed: On July 22, 2022, the outstanding balance of the Weatherford 185 mezzanine loan provided by the Company was paid off for $ 9.4 million, which included principal repayment of $ 9.3 million and accrued interest of $ 0.1 million.
+Added: In July 2022, the outstanding balance of the Weatherford 185 mezzanine loan provided by the Company was paid off for $ 9.4 million, which included principal repayment of $ 9.3 million and accrued interest of $ 0.1 million.
+Added: Willow Park Loan Financing
+Added: On October 26, 2023, Willow Park, the underlying asset of an unconsolidated joint venture located in Willow Park, Texas, was sold and the Company’s preferred equity investment was redeemed (refer to Note 8 for further information).
+Added: As part of the sale, the Company provided a $ 9.4 million senior loan (the “Willow Loan”) to the new unaffiliated third-party owner of Willow Park for 58 -build for rent, single-family residential units.
+Added: Of the 58 total units acquired by the Willow Loan borrower, 46 units previously collateralized the Company’s preferred equity investment in Willow Park, with the remaining 12 units previously owned by unaffiliated third parties.
+Added: The Willow Loan bears interest at a fixed rate of 5.08 % per annum during the initial term with regular monthly payments that are interest-only.
+Added: The Willow Loan matures on October 28, 2024, contains two six-month extension options subject to certain conditions, and can be prepaid in part, subject to a minimum payment, or in whole without penalty.
Note 8 – Preferred Equity Investments in Unconsolidated Real Estate Joint Ventures
−Removed: The carrying amount of the Company’s preferred equity investments in unconsolidated real estate joint ventures as of December 31, 2022 and 2021 is summarized in the table below (amounts in thousands):
+Added: The carrying amount of the Company’s preferred equity investments in unconsolidated real estate joint ventures at December 31, 2023 and 2022 is summarized in the table below (amounts in thousands):
+Added: Investment Name
The Cottages at Myrtle Beach
3 unchanged sentences
Wayford at Innovation Park
−Removed: Provision for credit losses
−Removed: Credit Losses
−Removed: The provision for and recovery of credit losses of the Company’s preferred equity investments at December 31, 2022 and December 31, 2021 are summarized in the table below (amounts in thousands):
+Added: Willow Park (2)
+Added: Allowance for credit losses
+Added: (1) On December 15, 2023, the Company’s preferred equity investment was redeemed.
+Added: Refer to the disclosures below for further information.
+Added: (2) On October 26, 2023, the Company’s preferred equity investment was redeemed.
+Added: Refer to the disclosures below for further information.
+Added: Allowance for Credit Losses
+Added: The provision for and recovery of credit losses of the Company’s preferred equity investments at December 31, 2023 and 2022 are summarized in the table below (amounts in thousands):
Beginning balances, net as of January 1, 2023 and 2022, respectively
−Removed: Recovery of credit losses on pool of assets, net (1)
−Removed: Recovery of credit loss – Alexan Southside Place (2)
−Removed: Provision for credit losses, net, end of period
+Added: Provision for (recovery of) credit losses on pool of assets, net (1)
+Added: Allowance for credit losses, net, end of period
Recovery of credit loss – Alexan Southside Place (2)
(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.
−Removed: The recovery of credit losses during the year ended December 31, 2022 was primarily attributable to a decrease in the trailing twelve-month historical default rate.
−Removed: (2) In the first quarter 2021, Alexan Southside Place, the property underlying the Company’s preferred equity investment, was sold.
−Removed: Refer to the disclosure below for further information.
−Removed: As of December 31, 2022, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding equity investments in seven joint ventures.
−Removed: These seven equity investments are preferred equity investments that are classified as held to maturity debt securities as the Company has the intention and ability to hold the investments to maturity.
+Added: The provision for credit losses during the year ended December 31, 2023 was attributable to the addition of one investment to the pool of assets (which was only partially offset by the removal of two investments from the pool of assets) and an increase in the trailing twelve-month historical default rate.
+Added: (2) In 2021, Alexan Southside Place, the property underlying the Company’s preferred equity investment, was sold.
+Added: In 2022, the Company recognized a partial recovery of a previously recorded credit loss on Alexan Southside Place.
+Added: As of December 31, 2023, the Company, through wholly-owned subsidiaries of the Operating Partnership, had outstanding preferred equity investments in six joint ventures which are classified as held to maturity debt securities as the Company has the intention and ability to hold the investments to maturity.
The Company earns a fixed return on these investments which is included within preferred returns on unconsolidated real estate joint ventures in its combined consolidated statements of operations.
Each joint venture’s purpose is to develop or operate a portfolio of residential units.
−Removed: The preferred returns on the Company’s unconsolidated real estate joint ventures for the years ended December 31, 2022 and 2021 is summarized below (amounts in thousands):
−Removed: Mira Vista (1)
−Removed: The Conley (1)
+Added: The preferred returns on the Company’s unconsolidated real estate joint ventures for the years ended December 31, 2023 and 2022 are summarized below (amounts in thousands):
+Added: Investment Name
The Cottages at Myrtle Beach
2 unchanged sentences
The Woods at Forest Hill
−Removed: Thornton Flats (1)
−Removed: Wayford at Concord (2)
Wayford at Innovation Park
Total preferred returns on unconsolidated joint ventures (1)
−Removed: (1) The Company’s preferred equity investment was redeemed in 2021.
−Removed: (2) On June 4, 2021, the Company purchased the Wayford at Concord property from its unaffiliated joint venture partner, and as part of the transaction, its preferred equity investment was redeemed.
+Added: (1) Total includes both current and accrued preferred return amounts.
+Added: The accrued balance of the total preferred returns was $ 8.0 million and $ 6.7 million at December 31, 2023 and 2022, respectively.
The occupancy percentages of the Company’s unconsolidated real estate joint ventures at December 31, 2023 and 2022 are as follows:
+Added: Investment Name
+Added: Peak Housing (2)
The Cottages at Myrtle Beach (3)
−Removed: The Cottages at Warner Robins
The Cottages of Port St.
1 unchanged sentence
Wayford at Innovation Park (5)
−Removed: Willow Park (4)
−Removed: (1) The development had not commenced lease-up as of December 31, 2022.
−Removed: (2) The development had not commenced lease-up as of December 31, 2021.
+Added: (1) Chandler had not commenced lease-up as of December 31, 2023.
+Added: (2) Percent occupied for Peak Housing at December 31, 2023 excludes 32 down/renovation units.
+Added: (3) The Cottages investments commenced lease-up in 2023 as follows:
+Added: at Myrtle Beach in April and of Port St.
+Added: Lucie in June.
(4) The Woods at Forest Hill commenced lease-up in October 2022.
−Removed: (4) Willow Park commenced lease-up in late June 2022.
−Removed: Alexan Southside Place Interests
−Removed: The Company made a $ 24.9 million preferred equity investment in a joint venture along with Fund II and Fund III (together, the “Funds”), affiliates of the former Manager, and an unaffiliated third party (the “Alexan Southside JV”), which developed a 270 -unit Class A apartment community upon a tract of land under an 85 -year ground lease located in Houston, Texas, known as Alexan Southside Place.
−Removed: In 2021, the Company earned a preferred return of 3.5 % per annum.
−Removed: The Alexan Southside JV was required to redeem the Company’s preferred membership interest plus any accrued but unpaid return on November 9, 2022 or earlier upon the occurrence of certain events.
−Removed: On March 25, 2021, the Company’s preferred equity investment in Alexan Southside Place was redeemed by the Alexan Southside JV for $ 10.1 million, which was net of the $ 15.9 million provision for credit loss (refer to below) the Company recorded in the fourth quarter 2020.
−Removed: Alexan Southside Place Provision for Credit Loss
−Removed: Consistent with the overall Houston – Medical Center submarket, Alexan Southside Place lost significant value because of the onset of the COVID-19 pandemic given the pandemic’s impact on demand within the submarket.
−Removed: At the time in the fourth quarter 2020, it was expected that the overall submarket would rebound over the next twenty-four to thirty-six months, though it was more likely than not that the joint venture would sell before recovery.
−Removed: As a result of this change in the submarket and the impact on the underlying operations of the Alexan Southside Place preferred equity investment, and the likelihood that the joint venture would sell before recovery (which it did sell in March 2021 as disclosed above), the risk characteristics of the investment, such as investment duration, had changed;
−Removed: the investment was removed from the pool analysis for credit losses under CECL and the investment was evaluated separately through an individual investment recoverability analysis.
−Removed: This separate analysis deemed the investment was not fully recoverable, and as a result, a $ 15.9 million provision for credit loss was recorded in the fourth quarter 2020.
−Removed: The credit loss on this asset was a result of writing down the Company’s investment to equal its estimated value.
−Removed: The estimated value was based on a letter of intent to purchase the property from an unrelated third party which was received by the joint venture.
−Removed: Refer to Note 2 for further information regarding CECL.
−Removed: Mira Vista Interests
−Removed: In September 2019, the Company made a $ 5.3 million preferred equity investment in a joint venture (the “Mira Vista JV”) with an unaffiliated third party for a stabilized property in Austin, Texas known as Mira Vista.
−Removed: The Company earned a 7.0 % current return and a 3.1 % accrued return, for a total preferred return of 10.1 % per annum.
−Removed: The Mira Vista JV was required to redeem the Company’s preferred membership interest plus any accrued but unpaid preferred return on January 1, 2030 or earlier upon the occurrence of certain events.
−Removed: On September 23, 2021, the Company’s preferred equity investment in Mira Vista was redeemed by the Mira Vista JV for $ 5.6 million, which included its original preferred investment of $ 5.3 million and accrued preferred return of $ 0.3 million.
+Added: (5) Wayford at Innovation Park commenced lease-up in August 2023.
+Added: Chandler Interests
+Added: On November 15, 2023, the Company made a $ 15.0 million preferred equity investment in a joint venture (the “Chandler JV”) with an unaffiliated third party for Chandler, a 208 -unit community located in Chandler, Arizona.
+Added: The Company earns a preferred return on its investment of 13.5 % per annum, subject to a minimum multiple, as follows:
+Added: for the first two years following the initial investment, the return will be fully accrued;
+Added: after year two, the return will be paid 4.0 % on a current basis with the remaining 9.5 % accrued;
+Added: after year three, the return will be paid 6.0 % on a current basis with the remaining 7.5 % accrued.
+Added: The Chandler JV is required to redeem the Company’s preferred equity investment plus any accrued but unpaid preferred return on November 15, 2030 (the “redemption date”) or earlier upon the occurrence of certain events.
+Added: The redemption date can be extended through three ( 3 ) one-year extension options subject to certain conditions.
Peak Housing Interests
−Removed: On April 12, 2021, the Company made a $ 10.7 million preferred equity investment in the Peak REIT OP for a portfolio of 474 single-family residential units located throughout Texas.
−Removed: During the third and fourth quarters 2021, the Company made additional preferred equity investments totaling $ 9.6 million in the Peak REIT OP which is cross-collateralized by an additional fourteen portfolios representing an aggregate of 1,097 single-family residential units.
−Removed: Of the Company’s total $ 20.3 million preferred equity investment in the Peak REIT OP, the Company earns a 7.0 % current return and a 3.0 % accrued return on $ 16.0 million of its investment, for a total preferred return of 10.0 % per annum.
−Removed: On its remaining $ 4.3 million investment, the Company earns a 4.0 % current return and a 4.0 % accrued return, for a total preferred return of 8.0 % per annum.
−Removed: The current returns shall be paid monthly to the extent the property generates cash flow in excess of operating costs, and any amount of the current returns not paid monthly shall be accrued at a rate of 15 % per annum.
−Removed: The units in Peak Housing are subject to individual mortgage debt in the aggregate amount of $ 86.9 million.
−Removed: The Peak REIT OP is required to redeem the Company’s preferred equity interest plus any accrued preferred return in each property, on a pro rata basis, on the earlier date of:
−Removed: (i) the third anniversary on which the Company made its preferred equity investment, with the option for two (2) one-year extensions, subject to certain conditions, (ii) the sale of a property, (iii) the refinancing of the loan related to a property, or (iv) the maturity date of a property loan.
−Removed: The Conley Interests
−Removed: In October 2018, the Company made a $ 15.2 million preferred equity investment in a joint venture (the “The Conley JV”) with an unaffiliated third party which developed a 259 -unit Class A apartment community located in Leander, Texas known as The Conley.
−Removed: The Company earned an 8.5 % current return and a 4.0 % accrued return for a total preferred return of 12.5 % per annum.
−Removed: The Conley JV was required to redeem the Company’s preferred membership interest plus any accrued but unpaid preferred return on October 29, 2023 or earlier upon the occurrence of certain events.
−Removed: On March 18, 2021, the Company’s preferred equity investment in The Conley was redeemed by The Conley JV for $ 16.5 million, which included its original preferred investment of $ 15.2 million and accrued preferred return of $ 1.3 million.
+Added: Prior to 2023, the Company made a preferred equity investment in the Peak REIT OP in the aggregate amount of $ 20.3 million which was collateralized by 474 single-family residential units (“Peak Housing”) located throughout Texas.
+Added: The Company earned a 7.0 % current return and a 3.0 % accrued return, for a total preferred return of 10.0 % per annum, on $ 16.0 million of its investment.
+Added: On its remaining $ 4.3 million investment, the Company earned a 4.0 % current return and a 4.0 % accrued return, for a total preferred return of 8.0 % per annum.
+Added: On the Company’s total $ 20.3 million investment, it earned a total weighted average preferred return of 9.6 % per annum.
+Added: On March 3, 2023, the Company’s agreement with the Peak REIT OP regarding its total preferred equity investment in Peak Housing was amended.
+Added: As part of the amendment, the Company’s two tranches of preferred equity investments were combined into one $ 20.3 million preferred equity investment earning a 6.4 % current return and a 3.2 % accrued return, for a total preferred return of 9.6 % per annum.
+Added: In addition, the amendment increased the collateral underlying the Company’s preferred equity investment from 474 units to 648 units, and the net assets of the Peak REIT OP were included as additional collateral.
+Added: Peak REIT OP may sell the units collateralizing the Company’s preferred equity investment, though Peak REIT OP is required to distribute any net sale proceeds to the Company, after consideration for partnership operating expenses and reserve requirements, until the Company’s full preferred equity investment has been repaid in full, subject to certain rate of return requirements and including any accrued but unpaid preferred returns.
+Added: During 2023, the Company’s preferred equity investment in the Peak REIT OP was partially redeemed in the aggregate amount of $ 10.7 million, which included principal investment of $ 9.7 million and accrued preferred return of $ 1.0 million.
+Added: The Company’s partial redemption of its preferred equity investment was a result of the sale by Peak REIT OP of 196 of the 648 units that collateralized the Company’s investment.
+Added: As of December 31, 2023, the Company’s remaining preferred equity investment in the Peak REIT OP was $ 10.6 million, with a remaining 452 units as collateral underlying the Company’s investment.
The Cottages at Myrtle Beach Interests
−Removed: On September 9, 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Cottages MB JV”) to develop approximately 294 -build for rent, single-family residential units in Myrtle Beach, South Carolina.
+Added: In September 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Cottages MB JV”) and developed 294 -build for rent, single-family residential units in Myrtle Beach, South Carolina.
The Company made a commitment to invest $ 17.9 million of preferred equity interests in the Cottages MB JV, all of which had been funded as of December 31, 2023.
−Removed: The Company will earn a 14.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
+Added: The Company earns a 14.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
The Cottages MB JV is required to redeem the Company’s preferred equity interests plus any accrued preferred return on the date the construction loan (refer to below) is due and payable or earlier upon the occurrence of certain events.
4 unchanged sentences
The Cottages at Warner Robins Interests
−Removed: On December 8, 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Cottages WR JV”) to develop approximately 251 -build for rent, single-family residential units in Warner Robins, Georgia.
−Removed: The Company made a commitment to invest $ 13.3 million of preferred equity interests in the Cottages WR JV, all of which had been funded as of December 31, 2022.
−Removed: The Company will earn a 14.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
−Removed: The Cottages WR JV is required to redeem the Company’s preferred equity interests plus any accrued preferred return on the date the construction loan (refer to below) is due and payable or earlier upon the occurrence of certain events.
−Removed: In conjunction with The Cottages at Warner Robins investment, The Cottages at Warner Robins property owner, which is owned by an entity in which the Company has a preferred equity interest, entered into a $ 34.5 million construction loan, of which $ 18.1 million was outstanding as of December 31, 2022.
−Removed: The loan matures on April 5, 2025 and is secured by the fee simple interest in The Cottages at Warner Robins property.
−Removed: The loan contains an extension option to December 5, 2026, subject to certain conditions, and can be prepaid without penalty.
−Removed: The loan bears interest on the amount drawn at one-month Term SOFR plus 3.10 % with interest-only monthly payments through the initial term of the loan.
+Added: In December 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Cottages WR JV”) and developed 251 -build for rent, single-family residential units in Warner Robins, Georgia.
+Added: The Company made a preferred equity investment of $ 13.3 million in the Cottages WR JV, all of which had been funded.
+Added: The Company earned a 14.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generated cash flow in excess of operating costs and/or there were available net proceeds from financing, refinancing or sale of properties.
+Added: The Cottages WR JV was required to redeem the Company’s preferred equity interests plus any accrued preferred return on the date the construction loan (refer to below) was due and payable or earlier upon the occurrence of certain events.
+Added: In conjunction with The Cottages at Warner Robins investment, The Cottages at Warner Robins property owner, which was owned by an entity in which the Company had a preferred equity interest, entered into a $ 34.5 million construction loan.
+Added: The loan was to mature on April 5, 2025,was secured by the fee simple interest in The Cottages at Warner Robins property, and could be prepaid without penalty.
+Added: The loan bore interest on the amount drawn with interest-only monthly payments through the initial term of the loan.
+Added: On December 15, 2023, The Cottages at Warner Robins was sold, and the Company’s preferred equity investment in The Cottages at Warner Robins was redeemed by the Cottages WR JV for $ 16.6 million, which included its original preferred investment of $ 13.3 million, accrued preferred return of $ 3.1 million and a minimum interest payment of $ 0.2 million.
The Cottages of Port St.
Lucie Interests
−Removed: On August 26, 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Cottages St.
+Added: In August 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Cottages St.
Lucie JV”) to develop approximately 286 -build for rent, single-family residential units in Port St.
2 unchanged sentences
Lucie JV, all of which had been funded as of December 31, 2023.
−Removed: The Company will earn a 14.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
+Added: The Company earns a 14.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
The Cottages St.
8 unchanged sentences
The Woods at Forest Hill Interests
−Removed: On December 20, 2021, the Company entered into a joint venture agreement with Peak REIT OP (the “Woods JV”) to develop approximately 76 -build for rent, single-family residential units in Forest Hill, Texas.
−Removed: The Company made a commitment to invest $ 3.3 million of preferred equity interests in the Woods JV, all of which had been funded as of December 31, 2022.
−Removed: The Company will earn a 13 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
+Added: In December 2021, the Company entered into a joint venture agreement with Peak REIT OP (the “Woods JV”) and developed 76 -build for rent, single-family residential units in Forest Hill, Texas.
+Added: The Company made an original commitment to invest $ 3.3 million of preferred equity interests in the Woods JV, however on March 17, 2023, the Company increased its commitment in the Woods JV by $ 2.3 million, for a total preferred equity investment commitment of $ 5.6 million, of which all had been funded as of December 31, 2023.
+Added: The Company earns a 13.0 % per annum accrued return on its original preferred equity investment of $ 3.3 million.
+Added: On its additional preferred equity investment commitment of $ 2.3 million, the Company earns an accrued return on its outstanding capital contributions at a rate of 15.0 % per annum compounded monthly, subject to a minimum multiple.
+Added: Payments of the Company’s preferred return are to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
The Woods JV is required to redeem the Company’s preferred equity interests plus any accrued preferred return on the date the construction loan (refer to below) is due and payable or earlier upon the occurrence of certain events.
−Removed: In conjunction with The Woods at Forest Hill development, The Woods at Forest Hill property owner, which is owned by an entity in which the Company has a preferred equity interest, entered into an $ 8.3 million construction loan, of which $ 7.9 million was outstanding as of December 31, 2022.
+Added: In conjunction with The Woods at Forest Hill development, The Woods at Forest Hill property owner, which is owned by an entity in which the Company has a preferred equity interest, entered into an $ 8.3 million construction loan, of which the full amount was outstanding as of December 31, 2023.
The loan matures on December 20, 2024 and is secured by the fee simple interest in The Woods at Forest Hill property.
1 unchanged sentence
The loan bears interest on the amount drawn at the greater of 4.75 % or the prime rate plus 1.50 % with interest-only monthly payments through July 2024 and future monthly payments based on twenty-five-year amortization.
−Removed: Thornton Flats Interests
−Removed: In September 2019, the Company made a $ 4.6 million preferred equity investment in a joint venture (the “Thornton JV”) with an unaffiliated third party for a stabilized property in Austin, Texas known as Thornton Flats.
−Removed: The Company earned an 8.0 % current return and a 1.0 % accrued return for a total preferred return of 9.0 % per annum.
−Removed: On August 26, 2021, the Company, in accordance with terms as set forth in the Thornton Flats operating agreement, funded an additional $ 0.8 million of preferred equity interests in the Thornton JV, increasing the Company’s total preferred equity investment in the Thornton JV to $ 5.3 million.
−Removed: The Thornton JV was required to redeem the Company’s preferred membership interest plus any accrued but unpaid preferred return on September 25, 2024 or earlier upon the occurrence of certain events.
−Removed: On December 14, 2021, the Company’s preferred equity investment in Thornton Flats was redeemed by the Thornton JV for $ 5.5 million, which included its original preferred investment of $ 5.3 million and accrued preferred return of $ 0.2 million.
−Removed: Wayford at Concord Interests
−Removed: The Company made a $ 6.5 million preferred equity investment in a joint venture (the “Wayford JV”) with an unaffiliated third party which developed 150 -build for rent, single-family residential units in Concord, North Carolina known as Wayford at Concord.
−Removed: The Company earned a 9.0 % current return and a 4.0 % accrued return for a total preferred return of 13.0 % per annum.
−Removed: The Wayford JV was required to redeem the Company’s preferred membership interest plus any accrued but unpaid preferred return on November 9, 2023 or earlier upon the occurrence of certain events.
−Removed: On June 4, 2021, the Company, along with an unaffiliated third party, purchased the interests in the Wayford at Concord property, the underlying asset of the Wayford JV, from the Company’s Wayford JV partner for $ 44.4 million.
−Removed: The Company acquired an 83 % interest in Wayford at Concord.
−Removed: In conjunction with the sale, the Company’s preferred equity investment was redeemed by the Wayford JV for $ 7.0 million, which included its original preferred investment of $ 6.5 million and accrued preferred return of $ 0.5 million.
−Removed: Upon the redemption of its preferred investment and the purchase of Wayford at Concord, the Company began consolidating the property’s statement of operations and balance sheet.
+Added: On December 28, 2023, the Company made a loan investment in The Woods at Forest Hill in addition to its existing preferred equity investment.
+Added: Refer to Note 7 for further information.
Wayford at Innovation Park Interests
−Removed: On June 17, 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Wayford IP JV”) to develop approximately 210 -build for rent, single-family residential units in Charlotte, North Carolina to be known as Wayford at Innovation Park.
−Removed: The Company made a commitment to invest $ 13.4 million of preferred equity interests in the Wayford IP JV, of which $ 10.2 million had been funded as of December 31, 2022.
−Removed: The Company will earn a 12.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the property generates cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of the property.
+Added: In June 2021, the Company entered into a joint venture agreement with an unaffiliated third party (the “Wayford IP JV”) to develop approximately 210 -build for rent, single-family residential units in Charlotte, North Carolina.
+Added: The Company made a commitment to invest $ 13.4 million of preferred equity interests in the Wayford IP JV, of which all had been funded as of December 31, 2023.
+Added: The Company earns a 12.5 % per annum accrued return on outstanding capital contributions with payments to be remitted when the property generates cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of the property.
The Wayford IP JV is required to redeem the Company’s preferred equity interest plus any accrued preferred return on June 17, 2026 or earlier upon the occurrence of certain events.
−Removed: In conjunction with the Wayford at Innovation Park development, the Wayford at Innovation Park property owner, which is owned by an entity in which the Company has a preferred equity interest, entered into a $ 39.6 million construction loan, of which none was outstanding as of December 31, 2022.
+Added: In conjunction with the Wayford at Innovation Park development, the Wayford at Innovation Park property owner, which is owned by an entity in which the Company has a preferred equity interest, entered into a $ 39.6 million construction loan, of which $ 18.0 million was outstanding as of December 31, 2023.
The loan matures on October 15, 2026, can be prepaid without penalty, and is secured by the fee simple interest in the Wayford at Innovation Park property.
1 unchanged sentence
Willow Park Interests
−Removed: On June 17, 2021, the Company entered into a joint venture agreement with Peak REIT OP (the “Willow Park JV”) to develop approximately 46 -build for rent, single-family residential units in Willow Park, Texas.
−Removed: The Company made a commitment to invest $ 2.5 million of preferred equity interests in the Willow Park JV, all of which had been funded as of December 31, 2022.
−Removed: The Company will earn a 13.0 % per annum accrued return on outstanding capital contributions with payments to be remitted when the properties generate cash flow in excess of operating costs and/or there are available net proceeds from financing, refinancing or sale of properties.
−Removed: The Willow Park JV is required to redeem the Company’s preferred equity interests plus any accrued preferred return on the date the construction loan (refer to below) is due and payable or earlier upon the occurrence of certain events.
−Removed: In conjunction with the Willow Park development, the Willow Park property owner, which is owned by an entity in which the Company has a preferred equity interest, entered into an $ 8.8 million construction loan, of which $ 7.9 million was outstanding as of December 31, 2022.
−Removed: The loan matures on August 5, 2024 and is secured by the fee simple interest in the Willow Park property.
−Removed: The loan contains two (2) one-year extension options, subject to certain conditions, and can be prepaid subject to a make whole premium.
−Removed: The loan bears interest on the amount drawn at the greater of 4.50 % or the prime rate plus 1.25 % with interest-only monthly payments through February 2024 and future monthly payments based on twenty-five-year amortization.
+Added: In June 2021, the Company entered into a joint venture agreement with Peak REIT OP (the “Willow Park JV”) and developed 46 -build for rent, single-family residential units in Willow Park, Texas.
+Added: The Company made an original commitment to invest $ 2.5 million of preferred equity interests in the Willow Park JV, however on February 28, 2023, the Company increased its commitment in the Willow Park JV by $ 2.1 million, for a total preferred equity investment commitment of $ 4.6 million, of which nearly all had been funded.
+Added: The Company earned a 13.0 % per annum accrued return on its original preferred equity investment of $ 2.5 million.
+Added: On its additional preferred equity investment commitment of $ 2.1 million, the Company earned an accrued return on its outstanding capital contributions at a rate of 15.0 % per annum compounded monthly, subject to a minimum multiple.
+Added: Payments of the Company’s preferred return were to be remitted when the properties generated cash flow in excess of operating costs and/or there were available net proceeds from financing, refinancing or sale of properties.
+Added: The Willow Park JV was required to redeem the Company’s preferred equity interests plus any accrued preferred return on the date the construction loan (refer to below) was due and payable or earlier upon the occurrence of certain events.
+Added: In conjunction with the Willow Park development, the Willow Park property owner, which was owned by an entity in which the Company had a preferred equity interest, entered into an $ 8.8 million construction loan.
+Added: The loan was to mature on August 5, 2024, was secured by the fee simple interest in the Willow Park property, and could be prepaid subject to a make whole premium.
+Added: The loan bore interest on the amount drawn with interest-only monthly payments through February 2024.
+Added: On October 26, 2023, Willow Park was sold, and the Company’s preferred equity investment in Willow Park was redeemed by the Willow Park JV for $ 4.1 million, which included $ 2.9 million of its total $ 4.6 million principal investment and $ 1.2 million of accrued preferred return.
+Added: The accrued preferred return was earned by the Company on its total principal investment and based on rates and terms agreed upon for its original and additional principal investments.
+Added: The remaining $ 1.7 million of the Company’s principal investment is collateralized by The Woods at Forest Hill and Peak REIT OP investments and is recorded within accounts receivable, prepaids and other assets of the Company’s consolidated balance sheet.
+Added: As part of the sale, the Company provided a loan to the new unaffiliated third-party owner of Willow Park.
+Added: Refer to Note 7 for further information.
Note 9 — Revolving Credit Facilities
−Removed: The outstanding balances on the revolving credit facilities as of December 31, 2022 are summarized in the table below (amounts in thousands).
−Removed: No amounts were outstanding on the revolving credit facilities as of December 31, 2021.
+Added: The outstanding balances on the revolving credit facilities as of December 31, 2023 and 2022 are as follows (amounts in thousands):
Revolving Credit Facilities
+Added: Amended DB Credit Facility
DB Credit Facility
ILE Sunflower Credit Facility
−Removed: Amended Senior Credit Facility
−Removed: On March 6, 2020, Bluerock Residential entered into the Amended Senior Credit Facility.
−Removed: The Amended Senior Credit Facility provided for a revolving loan with an initial commitment amount of $ 100 million, which commitment contained an accordion feature to a maximum total commitment of up to $ 350 million.
−Removed: Borrowings under the Amended Senior Credit Facility bore interest, at Bluerock Residential’s option, at LIBOR plus 1.30 % to 1.65 % or the base rate plus 0.30 % to 0.65 %, depending on its leverage ratio.
−Removed: Bluerock Residential paid an unused fee at an annual rate of 0.15 % to 0.20 % of the unused portion of the Amended Senior Credit Facility, depending on the borrowings outstanding.
−Removed: The Amended Senior Credit Facility contained certain financial and operating covenants and was to mature on March 6, 2023.
−Removed: Bluerock Residential had guaranteed the obligations under the Amended Senior Credit Facility and had pledged certain assets as collateral.
−Removed: The Amended Senior Credit Facility provided Bluerock Residential with the ability to issue up to $ 50 million in letters of credit.
−Removed: While the issuance of letters of credit did not increase its borrowings outstanding under the Amended Senior Credit Facility, it did reduce the availability of borrowings.
−Removed: Amended Junior Credit Facility
−Removed: On September 21, 2021, Bluerock Residential entered into the Amended Junior Credit Facility.
−Removed: The Amended Junior Credit Facility provided for a revolving loan with a maximum commitment amount of $ 72.5 million.
−Removed: Borrowings under the Amended Junior Credit Facility bore interest, at Bluerock Residential’s option, at LIBOR plus 2.75 % to 3.25 % or the base rate plus 1.75 % to 2.25 %, depending on its leverage ratio.
−Removed: Bluerock Residential paid an unused fee at an annual rate of 0.35 % to 0.40 % of the unused portion of the Amended Junior Credit Facility, depending on the borrowings outstanding.
−Removed: The Amended Junior Credit Facility contained certain financial and operating covenants and was to mature on December 21, 2023.
−Removed: Bluerock Residential had guaranteed the obligations under the Amended Junior Credit Facility and had pledged certain assets as collateral.
−Removed: Termination of Credit Facilities with KeyBank
−Removed: On October 6, 2022, in connection with transactions related to the Separation, the Distribution and the Spin-Off, Bluerock Residential caused the termination of all commitments, liabilities and other obligations under the Amended Senior Credit Facility and the Amended Junior Credit Facility.
−Removed: The Company was not a party to the Amended Senior Credit Facility or the Amended Junior Credit Facility.
−Removed: Deutsche Bank Credit Facility (“DB Credit Facility”)
−Removed: On April 6, 2022, the Company entered into a credit facility with Deutsche Bank Securities Inc., 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 (the “DB Credit Facility”).
−Removed: The DB Credit Facility provides for a revolving loan with a maximum commitment amount of $ 150 million.
−Removed: Borrowings under the DB Credit Facility are limited to financings related to the acquisition, renovation, rehabilitation, maintenance and leasing of single-family residential properties owned by various Peak joint ventures.
−Removed: During the initial term of the DB Credit Facility, borrowings bear interest on the amount drawn at Term SOFR plus 2.80 %, and borrowings can be prepaid without premium or penalty.
−Removed: The DB Credit Facility matures on April 6, 2024 and contains two (2) one-year extension options, subject to certain conditions.
−Removed: The DB Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt yield and minimum debt service coverage ratio.
−Removed: At December 31, 2022, the Company was in compliance with all covenants under the DB Credit Facility and the credit facility was fully drawn at $ 35 million based on the collateral and compliance with various ratios related to those assets.
−Removed: The Company has guaranteed the obligations under the DB Credit Facility.
+Added: Amended Deutsche Bank Credit Facility (“Amended DB Credit Facility”)
+Added: On December 29, 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.
+Added: (“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.
+Added: The Amended DB Credit Facility extended the maturity date of the credit facility to April 6, 2025, included the addition of a one-year extension option, subject to certain conditions, and included changes in certain financial and operating covenants.
+Added: There were no other material changes in terms from the previous credit facility.
+Added: The Amended DB Credit Facility provides for a revolving loan with a maximum commitment amount of $ 150 million.
+Added: Borrowings under the Amended DB Credit Facility are limited to financings related to the acquisition, renovation, rehabilitation, maintenance and leasing of single-family residential units initially only in the Peak JV 2 portfolio, though in the second quarter 2023, the credit facility was amended such that borrowings can also be applied to units in the Indy-Springfield (formerly Peak JV 1) and Savannah-84 (formerly Peak JV 4) portfolios.
+Added: Borrowings under the Amended DB Credit Facility bear interest on the amount drawn at Term SOFR plus 2.80 %, and borrowings can be prepaid without premium or penalty.
+Added: The interest rate on outstanding borrowings was 8.14 % at December 31, 2023.
+Added: The Amended DB Credit Facility contains certain financial and operating covenants, including maximum leverage ratio, minimum debt yield and minimum debt service coverage ratio.
+Added: At December 31, 2023, the Amended DB Credit Facility was drawn at $ 50 million and the Company was in compliance with all covenants under the Amended DB Credit Facility.
+Added: The availability of borrowings under the Amended DB Credit Facility at December 31, 2023 was approximately $ 56 million and is based on the collateral and compliance with various ratios related to those assets.
ILE Sunflower Credit Facility
2 unchanged sentences
The ILE Sunflower Credit Facility provides for a revolving loan with an initial commitment amount of $ 20 million, which commitment contains an accordion feature to a maximum total commitment of up to $ 50 million.
−Removed: The ILE Sunflower Credit Facility, along with three other separate non-revolving credit facilities (refer to Note 10 for further information), is used in the financing of acquisitions of single-family residential units.
+Added: The ILE Sunflower Credit Facility, along with four other separate non-revolving credit facilities (refer to Note 10 for further information), is used in the financing of acquisitions of single-family residential units.
Borrowings under the ILE Sunflower Credit Facility bear interest at LIBOR plus 3.0 %, subject to a rate floor, and can be prepaid without penalty or premium.
+Added: The interest rate on outstanding borrowings was 8.47 % at December 31, 2023.
The ILE Sunflower Credit Facility matures on December 27, 2024 and contains certain financial and operating covenants, including a minimum fixed charge coverage ratio.
6 unchanged sentences
Interest-only
+Added: Investment Name
Interest Rate
Maturity Date
+Added: August 9, 2028
Navigator Villas (5)
3 unchanged sentences
Floating Rate:
−Removed: August 9, 2028
Wayford at Concord (7)
6 unchanged sentences
Both credit agreements mature in 2026.
+Added: (2) At December 31, 2023, the lender waived the minimum debt service coverage ratio covenant under the credit agreement to remain in compliance with such covenant.
(3) The loan requires monthly payments of principal and interest.
+Added: (4) During the second quarter 2023, one ILE credit agreement was amended to reduce and temporarily convert its interest rate from floating to fixed rate through August 1, 2023, upon which such date an interest rate swap became effective, converting the credit agreement to a fixed rate of 6.00 %.
(5) The principal balance includes a $ 14.2 million senior loan at a fixed rate of 4.31 % and a $ 5.5 million supplemental loan at a fixed rate of 5.23 % .
(6) The principal balance includes a $ 10.0 million senior loan at a fixed rate of 4.81 % and a $ 4.4 million supplemental loan at a fixed rate of 4.96 % .
−Removed: (5) ILE’s floating rate debt represents the debt outstanding from one credit agreement and bears interest at one-month Term SOFR plus 3.00 %, subject to a 4.00 % rate floor.
−Removed: In December 2022, the one-month Term SOFR in effect was 4.18 % .
(7) The Wayford at Concord loan bears interest at the 30-day average SOFR plus 2.23 %.
14 unchanged sentences
Loss on extinguishment of debt and debt modification costs were zero for the years ended December 31, 2023 and 2022.
−Removed: Refinancing of Wayford at Concord
−Removed: Upon its acquisition in June 2021, the Company and its unaffiliated joint venture partner (together, the “Wayford JV”) fully funded the purchase price of Wayford at Concord.
−Removed: On April 21, 2022, the Wayford JV entered into a $ 33.0 million floating rate loan, which is secured by the Wayford at Concord property, with the loan proceeds distributed to the Wayford JV members in accordance with the distribution provisions in the joint venture agreement.
Debt maturities
24 unchanged sentences
Fair Value of Financial Instruments
−Removed: As of December 31, 2022 and 2021, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, due to and due from affiliates, accounts payable, other accrued liabilities, and distributions payable approximate their fair value based on their highly-liquid nature and/or short-term maturities.
+Added: As of December 31, 2023 and 2022, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, 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 of notes receivable approximate fair value because stated interest rate terms are consistent with interest rate terms on new deals with similar leverage and risk profiles.
3 unchanged sentences
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.
−Removed: The fair values of interest rate swaps are 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).
−Removed: 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 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.
−Removed: The inputs used in the valuation of interest rate caps fall within Level 2 of the fair value hierarchy.
+Added: 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).
+Added: The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
+Added: The inputs used in the valuation of interest rate caps and swaps fall within Level 2 of the fair value hierarchy.
Fair Value of Debt
16 unchanged sentences
As of December 31, 2023, 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 $ 94.0 million of the Company’s debt.
−Removed: The table below presents the classification and fair value of the Company’s derivative financial instruments on the combined consolidated balance sheets as of December 31, 2022 and 2021 (amounts in thousands):
+Added: The table below presents the classification and fair value of the Company’s derivative financial instruments on the combined consolidated balance sheets at December 31, 2023 and 2022 (amounts in thousands):
Derivatives not designated as hedging
6 unchanged sentences
Accounts receivable, prepaids and other assets
−Removed: The table below presents the effect of Company’s derivative financial instruments as well as their classification on the combined consolidated statements of operations for the years ended December 31, 2022 and 2021 (amounts in thousands):
−Removed: The Effect of Derivative Instruments
+Added: The table below presents the classification and effect of the Company’s derivative financial instruments on the combined consolidated statements of operations for the years ended December 31, 2023 and 2022 (amounts in thousands):
Derivatives not designated as hedging
Location of Gain (Loss)
−Removed: on the Statements of Operations
+Added: The Effect of Derivative Instruments
instruments under ASC 815-20
Recognized in Income
+Added: on the Statements of Operations
Interest rate caps
5 unchanged sentences
Note 13 – Related Party Transactions
−Removed: Administrative Services Agreement
−Removed: In October 2017, Bluerock Residential entered into an Administrative Services Agreement (the “Administrative Services Agreement”, or “ASA”) with Bluerock Real Estate, LLC and its affiliate, Bluerock Real Estate Holdings, LLC (together “BRE”).
−Removed: Pursuant to the Administrative Services Agreement, BRE provided Bluerock Residential with certain human resources, investor relations, marketing, legal and other administrative services (the “Services”).
−Removed: The Services were provided on an at-cost basis, generally allocated based on the use of such Services for the benefit of the business, and were invoiced on a quarterly basis.
−Removed: In addition, the Administrative Services Agreement permitted certain employees to provide or cause to be provided services to BRE, on an at-cost basis, generally allocated based on the use of such services for the benefit of the business of BRE, and otherwise subject to the terms of the Services provided by BRE to Bluerock Residential under the Administrative Services Agreement.
−Removed: Payment by Bluerock Residential of invoices and other amounts payable under the Administrative Services Agreement was made in cash or, at the sole discretion of the board of directors of Bluerock Residential, in the form of Bluerock Residential’s long-term incentive plan units.
−Removed: On August 5, 2022, Bluerock Residential delivered written notice to BRE of its intention to renew the Administrative Services Agreement for an additional one-year term, to expire on October 31, 2023.
−Removed: The Administrative Services Agreement would terminate (i) upon termination by Bluerock Residential of all Services, or (ii) in the event of non-renewal by Bluerock Residential.
−Removed: Pursuant to the Administrative Services Agreement, BRE was responsible for the payment of all employee benefits and any other direct and indirect compensation for the employees of BRE (or their affiliates or permitted subcontractors) assigned to perform the Services, as well as such employees’ worker’s compensation insurance, employment taxes, and other applicable employer liabilities relating to such employees.
−Removed: Bluerock Residential and BRE also entered into a Leasehold Cost-Sharing Agreement (the “Leasehold Cost-Sharing Agreement”, or “CSA”) with respect to the lease for their New York headquarters (the “NY Lease”) to provide for the allocation and sharing between BRE and Bluerock Residential of the costs thereunder, including costs associated with tenant improvements.
−Removed: The NY Lease permitted Bluerock Residential and certain of its respective subsidiaries and/or affiliates to share occupancy of the New York headquarters with BRE.
−Removed: Under the NY Lease, Bluerock Residential issued a $ 750,000 letter of credit as a security deposit, and BRE was obligated under the Leasehold Cost-Sharing Agreement to indemnify and hold Bluerock Residential harmless from loss if there is a claim under such letter of credit.
−Removed: Payment by Bluerock Residential of any amounts payable under the Leasehold Cost-Sharing Agreement to BRE was made in cash or, at the sole discretion of the board of directors of Bluerock Residential, in the form of Bluerock Residential’s long-term incentive plan units.
−Removed: Pursuant to the terms of the Administrative Services Agreement, operating expenses were (i) paid by BRE on behalf of Bluerock Residential, and (ii) paid by Bluerock Residential on behalf of BRE.
−Removed: The following presents operating expense amounts allocated to the Company by applying an allocation percentage, which was determined by taking the number of units carved out of the Bluerock Residential portfolio divided by Bluerock Residential’s total portfolio unit count, to the total operating expenses paid on behalf of or by Bluerock Residential.
−Removed: Operating expense amounts recognized by the Company are not representative of the amounts that would have been reflected in the financial statements had the Company operated independently of Bluerock Residential.
−Removed: Recorded as part of general and administrative expenses in the Company’s combined consolidated statements of operations, BRE paid operating expenses on behalf of Bluerock Residential as follows:
−Removed: $ 0.7 million during 2022 for the period ending and prior to October 6, 2022, and $ 0.5 million for the year ended December 31, 2021.
−Removed: Bluerock Residential paid operating expenses on behalf of BRE as follows:
−Removed: $ 0.7 million during 2022 for the period ending and prior to October 6, 2022, and $ 0.4 million for the year ended December 31, 2021.
−Removed: The table below presents the net related party amounts payable to BRE at December 31, 2021 pursuant to the terms of the Administrative Services Agreement and the Leasehold Cost-Sharing Agreement (amounts in thousands).
−Removed: No amounts were payable to BRE at December 31, 2022 under these agreements.
−Removed: Amounts payable to BRE under the ASA and CSA
−Removed: Operating and direct expense reimbursements under the ASA, net
−Removed: Operating and direct expense reimbursements under the CSA
−Removed: Total amounts payable to BRE, net
−Removed: Termination of Administrative Services and Leasehold-Cost Sharing Agreements
−Removed: On October 6, 2022, in connection with the transactions related to the Separation, the Distribution and the Spin-Off, Bluerock Residential caused the termination of (i) all Services under the Administrative Services Agreement, and (ii) the Leasehold-Cost Sharing Agreement.
−Removed: As it pertains to the Leasehold-Cost Sharing Agreement, and in conjunction with the termination of the Amended Senior Credit Facility (refer to Note 9 for further information), the $ 750,000 letter of credit issued by Bluerock Residential under the NY Lease was also terminated.
Management Agreement with the Manager
−Removed: In connection with the Separation and the Distribution, on October 5, 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 will provide for the day-to-day management of the Company’s operations.
−Removed: The Management Agreement requires the Manager to manage the Company’s business affairs under the supervision and direction of its Board.
−Removed: Specifically, the Manager will be 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.
−Removed: Pursuant to the terms of the Management Agreement, the Manager will provide the Company with a management team and appropriate support personnel to provide the management services to be provided by the Manager to the Company.
−Removed: The Company will pay the Manager a base management fee (the “base management fee”) in an amount equal to 1.50 % of the Company’s new stockholders’ equity per year, as well as an incentive fee (the “incentive fee”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears (as such capitalized terms are defined and such fees are described in the Management Agreement).
−Removed: The Company will also be required to reimburse the Manager for certain expenses and pay all operating expenses, except those specifically required to be borne by the Manager under the Management Agreement.
+Added: On October 5, 2022, and in conjunction with the Separation and the Distribution, 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 (“BRE”), pursuant to which the Manager will provide for the day-to-day management of the Company’s operations.
+Added: 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.
+Added: 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”).
+Added: 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 initial term of the Management Agreement expires on October 6, 2023 and will be automatically renewed for a one-year term on each anniversary date thereafter unless earlier terminated or not renewed in accordance with the terms thereof.
−Removed: The Management Agreement provides that (i) the base management fee and the incentive fee shall be allocated and payable as one half ( 50 %) in C-LTIP Units (refer to Note 14 for further information regarding C-LTIP Units) and the remainder payable in cash or C-LTIP Units, at the discretion of the Board, and (ii) expense reimbursements shall be payable either in cash or C-LTIP Units, at the discretion of the Board.
−Removed: The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the 5 -day trailing average Class A common stock price prior to issuance.
−Removed: The foregoing description of the Management Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Management Agreement, which is filed as Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2022 .
−Removed: For the period of October 6 – December 31, 2022, the Company recorded the following expenses:
−Removed: (i) a base management fee for the Manager of $ 1.8 million, and (ii) expense reimbursements of $ 0.4 million which are recorded as part of general and administrative expenses in the Company’s combined consolidated statements of operations.
−Removed: There was no incentive fee expense in 2022.
−Removed: The table below presents the related party amounts payable to the Manager at December 31, 2022 pursuant to the terms of the Management Agreement (amounts in thousands):
+Added: The Company pays the Manager a base management fee (the “base management fee”) in an amount equal to 1.50 % of the Company’s New Stockholders’ Equity (as defined in the Management Agreement) per year, as well as an incentive fee (the “incentive fee”) with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears.
+Added: The Company is required to reimburse the Manager for certain expenses and pay all operating expenses, except those specifically required to be borne by the Manager under the Management Agreement.
+Added: The Management Agreement provides that (i) the base management fee and the incentive fee shall be allocated and payable as one half ( 50 %) in C-LTIP Units and the remainder payable in cash or C-LTIP Units, at the discretion of the Board, and (ii) expense reimbursements shall be payable either in cash or C-LTIP Units, at the discretion of the Board.
+Added: The number of C-LTIP Units payable and issued to the Manager for the base management fee, the incentive fee and expense reimbursements will be equal to the dollar amount (of the portion deemed payable in C-LTIP Units) of the fees earned or reimbursement amount divided by the average of the closing prices of the Class A common stock for the five business days prior to issuance.
+Added: For the year ended December 31, 2023 and for the period of October 6 – December 31, 2022, the Company recorded base management fees of $ 7.9 million and $ 1.8 million, respectively, and expense reimbursements of $ 2.8 million and $ 0.4 million, respectively.
+Added: The expense reimbursements were recorded as part of general and administrative expenses in the Company’s consolidated statements of operations.
+Added: There has been no incentive fee expense incurred during the years ended December 31, 2023 and 2022.
+Added: The table below presents the related party amounts payable to the Manager as of December 31, 2023 and 2022 pursuant to the terms of the Management Agreement (amounts in thousands).
+Added: The Company records these payables in due to affiliates in its combined consolidated balance sheets.
Amounts payable to the Manager under the Management Agreement
1 unchanged sentence
Operating and direct expense reimbursements
+Added: Offering expense reimbursements
Total amounts payable to the Manager
−Removed: As of December 31, 2022 and 2021, the Company had zero and $ 0.4 million, respectively, in receivables due from related parties other than BRE.
+Added: At December 31, 2023 and 2022, the Company had no receivables due from any related parties.
+Added: Selling Commissions and Dealer Manager Fees
+Added: In conjunction with the offering of the Company’s Series A Preferred Stock (refer to Note 14 for further information), the Company engaged a related party as dealer manager, and pays up to 10 % of the gross offering proceeds from the offering as selling commissions and dealer manager fees.
+Added: The dealer manager re-allows the substantial majority of the selling commissions and dealer manager fees to participating broker-dealers and incurs costs in excess of the 10 %, which costs are borne by the dealer manager without reimbursement by the Company.
+Added: For the year ended December 31, 2023, the Company has incurred $ 0.8 million in selling commissions and discounts and $ 0.3 million in dealer manager fees and discounts related to its offering of Series A Preferred Stock.
+Added: In addition, the Manager was, or shall be, reimbursed for offering costs of $ 0.4 million in conjunction with the offering of Series A Preferred Stock during the year ended December 31, 2023.
+Added: The selling commissions, dealer manager fees, discounts and reimbursements for offering costs were recorded as a reduction to the proceeds of the offering.
+Added: Administrative Services Agreement
+Added: Prior to the completion of the Spin-Off on October 6, 2022, Bluerock Residential was party to an Administrative Services Agreement (the “ASA”) and a Leasehold Cost-Sharing Agreement (the “CSA”) with BRE and its affiliate, Bluerock Real Estate Holdings, LLC (together “BREH”).
+Added: Pursuant to the ASA, BREH provided Bluerock Residential with certain human resources, investor relations, marketing, legal and other administrative services (the “Services”).
+Added: In addition, the ASA permitted certain Bluerock Residential employees to provide services to BREH, on an at-cost basis, generally allocated based on the use of such services for the benefit of the business of BREH, and otherwise subject to the terms of the Services provided by BREH to Bluerock Residential under the ASA.
+Added: Pursuant to the CSA, Bluerock Residential and BREH were allocated costs, including those costs associated with tenant improvements, with respect to the lease for their New York headquarters (the “NY Lease”).
+Added: Payments by Bluerock Residential of any amounts payable to BREH under the ASA and CSA were made in cash or, at the discretion of its board of directors, in the form of Bluerock Residential’s long-term incentive plan units.
+Added: Pursuant to the terms of the ASA, operating expenses were (i) paid by BREH on behalf of Bluerock Residential, and (ii) paid by Bluerock Residential on behalf of BREH.
+Added: Pursuant to the terms of the CSA, costs with respect to the NY Lease were paid by BREH on behalf of Bluerock Residential.
+Added: Recorded as part of general and administrative expenses in the Company’s combined consolidated statements of operations, operating expenses paid by BREH on behalf of Bluerock Residential of $ 0.7 million were expensed during 2022 for the period ending and prior to October 6, 2022.
+Added: Additionally, during this same period, Bluerock Residential paid operating expenses on behalf of BREH of $ 0.7 million.
+Added: These prior period amounts were allocated to the Company by applying an allocation percentage, which was determined by taking the number of units carved out of the Bluerock Residential portfolio divided by Bluerock Residential’s total portfolio unit count, to the total operating expenses paid on behalf of or by Bluerock Residential.
+Added: Prior period operating expense amounts recognized by the Company are not representative of the amounts that would have been reflected in the financial statements had the Company operated independently of Bluerock Residential.
+Added: On October 6, 2022, Bluerock Residential caused the termination of all services under both the ASA and CSA in connection with the transactions related to the Separation, the Distribution and the Spin-Off.
Note 14 – Stockholders’ Equity
−Removed: On October 6, 2022 (the “Distribution Date”), each of the Company’s stockholders received one share of the Company’s common stock for every eight shares of Bluerock Residential common stock held as of the close of business on September 29, 2022 (the “Record Date”).
−Removed: An aggregate of 3,843,502 shares of the Company’s common stock was distributed to its stockholders, comprised of 3,835,013 shares of the Company’s Class A common stock and 8,489 shares of the Company’s Class C common stock.
−Removed: Because the Company had no common stock outstanding prior to the Distribution Date, basic and diluted earnings per share for all prior periods have been calculated based on the aggregate of 3,843,502 shares of the Company’s common stock distributed to its stockholders on the Distribution Date.
−Removed: Net (Loss) Income Per Common Share
−Removed: Basic net (loss) income per common share is computed by dividing net (loss) income attributable to common stockholders, less dividends on LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.
−Removed: Diluted net (loss) income per common share is computed by dividing net (loss) income attributable to common stockholders by the sum of the weighted average number of common shares outstanding and any potential dilutive shares for the period.
−Removed: Net (loss) income attributable to common stockholders is computed by adjusting net (loss) income for the non-forfeitable dividends paid on non-vested LTIP Units.
+Added: Net Loss Per Common Share
+Added: Basic net loss per common share is computed by dividing net loss attributable to common stockholders, less dividends on restricted stock, LTIP Units and C - LTIP Units expected to vest, by the weighted average number of common shares outstanding for the period.
+Added: Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the sum of the weighted average number of common shares outstanding and any potential dilutive shares for the period.
+Added: Net loss attributable to common stockholders is computed by adjusting net loss for the non-forfeitable dividends paid on non-vested restricted stock, LTIP Units and C - LTIP Units.
The Company considers the requirements of the two-class method when preparing earnings per share.
2 unchanged sentences
Earnings per share is not affected by the two-class method because the Company’s Class A and C common stock participate in dividends on a one -for- one basis.
−Removed: The following table reconciles the components of basic and diluted net (loss) income per common share for the years ended December 31, 2022 and 2021 (amounts in thousands, except share and per share amounts):
−Removed: (Loss) income from continuing operations
−Removed: Net (loss) income from continuing operations attributable to noncontrolling interests
−Removed: (Loss) income from continuing operations attributable to BHM
+Added: The following table reconciles the components of basic and diluted net loss per common share for the years ended December 31, 2023 and 2022 (amounts in thousands, except share and per share amounts):
+Added: Loss from continuing operations (1)
+Added: Dividends on restricted stock and LTIP Units expected to vest
+Added: Net loss from continuing operations attributable to noncontrolling interests
+Added: Loss from continuing operations attributable to BHM
Income from discontinued operations
−Removed: Net (loss) income from discontinued operations attributable to noncontrolling interests
+Added: Net income from discontinued operations attributable to noncontrolling interests
Income from discontinued operations attributable to BHM
−Removed: Net (loss) income attributable to common stockholders
+Added: Net loss attributable to common stockholders
Weighted average common shares outstanding (2)
1 unchanged sentence
Weighted average common shares outstanding and potential dilutive shares (2)
−Removed: Net (loss) income per common share, basic
+Added: Net loss per common share, basic
Continuing operations
Discontinued operations
−Removed: Net (loss) income per common share, diluted
+Added: Net loss per common share, diluted
Continuing operations
Discontinued operations
+Added: (1) Loss from continuing operations for the year ended December 31, 2023 includes $( 130 ) of preferred stock dividends.
(2) Amounts relate to shares of the Company’s Class A and Class C common stock outstanding.
+Added: (3) For the year ended December 31, 2023, potential vesting of restricted Class A common stock of 3,595 shares is excluded from the diluted shares calculation as the effect is antidilutive.
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 one -for-one basis.
10 unchanged sentences
Subject to the preferential rights, if any, of holders of any class or series of the Company’s stock other than the Company’s Class A common stock and to the provisions of the Company’s charter regarding the restrictions on the ownership and transfer of stock, the holders of the Company’s Class C common stock will be entitled to receive distributions authorized by the Company’s Board and declared by the Company out of legally available funds after payment of, or provision for, full cumulative distributions on and any required redemptions of shares of any series of preferred stock then outstanding.
+Added: Series A Redeemable Preferred Stock
+Added: On June 28, 2023, the SEC declared effective the Company’s registration statement on Form S-11 (File No.
+Added: 333-269415) (the “2023 Registration Statement”).
+Added: On June 30, 2023, the Company filed a prospectus supplement related to the 2023 Registration Statement offering a maximum of 20,000,000 shares of 6.0 % Series A Redeemable Preferred Stock (the “Series A Preferred Stock”) at $ 25.00 per share (the “Stated Value”), for a maximum offering amount of $ 500,000,000 in Series A Preferred Stock (the “Series A Preferred Offering”), and on August 11, 2023, the Company made the initial issuances of Series A Preferred Stock pursuant to the Series A Preferred Offering.
+Added: The Series A Preferred Stock ranks senior to all classes of the Company’s common stock.
+Added: The Series A Preferred Stock is entitled, when and as authorized by the Board and declared by the Company out of legally available funds, to priority cumulative dividends at an annual rate of 6.0 % of the Stated Value to be paid monthly, in arrears.
+Added: Holders may, at their option, elect to have the Company redeem their shares through the first year from issuance subject to a 12 % redemption fee.
+Added: After year one , the redemption fee decreases to 9 %, after year two it decreases to 6 %, after year three it decreases to 3 %, and after year four there is no redemption fee.
+Added: Any redeemed shares are entitled to any accrued but unpaid dividends at the time of the redemption, payable by the Company, at its option, in either cash or in equal value of shares of its Class A common stock.
+Added: The Company has the right to redeem the Series A Preferred Stock beginning two years from the original issuance for the Stated Value, plus any accrued and unpaid dividends, in either cash or in equal value of shares of its Class A common stock, at the Company’s option, with the number of shares of Class A common stock issued for redemption (if any) based on the closing price per share of the Class A common stock for the single trading day prior to the date of redemption.
+Added: As of December 31, 2023, the Company had issued 436,675 shares of Series A Preferred Stock pursuant to the Series A Preferred Offering with net proceeds of approximately $ 8.7 million after (i) commissions, dealer manager fees and discounts of approximately $ 1.1 million, and (ii) offering costs related to establishing the Series A Preferred Offering of approximately $ 1.1 million.
+Added: The Company did not redeem any shares of Series A Preferred Stock during the year ended December 31, 2023.
Operating Partnership and Long-Term Incentive Plan Units
9 unchanged sentences
Additional C-LTIP Units will also be issuable to the Company’s executive officers or other service providers of the Company at the discretion of the Company’s Board.
−Removed: Pursuant to the Partnership Agreement the Company will be obligated file a registration statement covering the issuance or resale of shares of common stock received by limited partners who held their Partnership Units as of the date of the partnership agreement (including their transferees and assigns) upon such limited partners’ redemption of their OP units, under which the Company will agree to use reasonable efforts to have the registration statement declared effective, to register or qualify such shares under the securities or blue sky laws of such jurisdictions within the United States as required by law, to list the Company’s shares of common stock issued pursuant to the exercise of redemption rights on any securities exchange or national market system upon which the Company’s shares of common stock are then listed, and to indemnify limited partners exercising redemption rights against all losses caused by any untrue statement of a material fact contained in the registration statement, preliminary prospectus or prospectus or caused by any omission to state a material fact required to be stated or necessary to make the statements therein not misleading, except insofar as such losses are caused by any untrue statement or omission based upon information furnished to us by such limited partners.
+Added: Pursuant to the Partnership Agreement the Company will be obligated to file a registration statement covering the issuance or resale of shares of common stock received by limited partners who held their Partnership Units as of the date of the partnership agreement (including their transferees and assigns) upon such limited partners’ redemption of their OP units, under which the Company will agree to use reasonable efforts to have the registration statement declared effective, to register or qualify such shares under the securities or blue sky laws of such jurisdictions within the United States as required by law, to list the Company’s shares of common stock issued pursuant to the exercise of redemption rights on any securities exchange or national market system upon which the Company’s shares of common stock are then listed, and to indemnify limited partners exercising redemption rights against all losses caused by any untrue statement of a material fact contained in the registration statement, preliminary prospectus or prospectus or caused by any omission to state a material fact required to be stated or necessary to make the statements therein not misleading, except insofar as such losses are caused by any untrue statement or omission based upon information furnished to us by such limited partners.
In general, LTIP Units will receive the same per-unit distributions as the OP Units.
4 unchanged sentences
Subject to certain restrictions set forth in the Operating Partnership’s Partnership Agreement, OP Units are exchangeable for Class A common stock on a one-for-one basis, or, at the Company’s election, redeemable for cash.
−Removed: LTIP Units may be convertible into OP Units under certain conditions and then may be settled in shares of the Company’s Class A common stock, or, at the Company’s election, cash.
+Added: LTIP Units and C - LTIP Units may be convertible into OP Units under certain conditions and then may be settled in shares of the Company’s Class A common stock, or, at the Company’s election, cash.
+Added: During the year ended December 31, 2023, the Company granted C-LTIP Units to the Manager pursuant to the Management Agreement in payment of (i) the base management fee and (ii) the operating expense reimbursement as follows:
+Added: (a) 85,750 and 17,462 C-LTIP Units, respectively, granted on February 22, 2023 for the fourth quarter 2022, (b) 114,391 and 20,531 C-LTIP Units, respectively, granted on May 17, 2023 for the first quarter 2023, (c) 125,491 and 24,753 C-LTIP Units, respectively, granted on August 15, 2023 for the second quarter 2023, and (d) 142,144 and 27,835 C-LTIP Units, respectively, granted on November 14, 2023 for the third quarter 2023.
+Added: Such C-LTIP Units were fully vested upon issuance.
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
−Removed: LTIP Unit Grants
The Company’s Board has adopted, and the Company’s sole initial stockholder has approved, the Bluerock Homes Trust, Inc.
5 unchanged sentences
Amended and Restated 2014 Equity Incentive Plan for Entities (together, the “Prior Plans”) that may become available for issuance or reissuance, as applicable, under the BHM Incentive Plans if such awards are forfeited, canceled or otherwise terminated (other than by exercise).
−Removed: On November 3, 2022, the Company made an initial staking grant of 405,796 LTIP Units to the Manager (such grant, the “Manager Grant”) pursuant to the BHM Incentive Plans.
−Removed: The Manager Grant was evidenced by an LTIP Unit Vesting Agreement.
−Removed: Such LTIP Units will vest ratably on an annual basis over a five-year period.
+Added: LTIP Unit Grants
+Added: On November 3, 2022, the Company made an initial staking grant of 405,796 LTIP Units to the Manager pursuant to the BHM Incentive Plans.
+Added: Effective November 2, 2023, for tax efficiency purposes, the Manager forfeited 367,357 unvested LTIP Units granted to the Manager on November 3, 2022 in payment of the initial staking grant pursuant to the BHM Entities Plan.
+Added: On November 3, 2023, by mutual agreement of the Manager and the Company, and at the direction of the Manager, such 367,357 unvested LTIP Units were issued directly to and among certain of the BREH Personnel (as defined below), pursuant to the BHM Individuals Plan, as equity compensation for services provided to the Manager in such capacities.
+Added: These issuances were made in satisfaction of the Manager’s obligation to its affiliate, BREH, for compensation - related expenses incurred by BREH in connection with its employment of the Manager’s executive management team and personnel who provide other services to the Manager (collectively, the “BREH Personnel”), and were evidenced by LTIP Unit Vesting Agreements.
+Added: Such LTIP Units vested one - fifth on November 3, 2023, and the remainder will vest ratably on an annual basis over a four - year period.
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.
−Removed: The Company recognized expense of $ 0.3 million related to the Manager grant during the 2022 period.
+Added: The Company recognized expense of $ 0.3 million related to such grants during the 2022 period.
Once vested, these awards of LTIP Units may convert to OP Units upon reaching capital account equivalency with the OP Units held by the Company, and may then be redeemed for cash or, at the option of the Company and after a one year holding period (including any period during which the LTIP Units were held), settled in shares of the Company’s Class A common stock on a one -for-one basis.
−Removed: As a holder of LTIP Units, the Manager will be entitled to receive “distribution equivalents”
−Removed: with respect to such LTIP Units, whether or not vested, at the same time distributions are paid to the holders of the Company’s Class A common stock.
+Added: The holders of such LTIP Units will be entitled to receive “distribution equivalents” with respect to such LTIP Units, whether or not vested, at the same time distributions are paid to the holders of the Company’s Class A common stock.
In addition, on November 3, 2022, the Company made an initial staking grant of 5,339 LTIP Units to each independent member of the Board (such grants, collectively, the “Director Grants”).
3 unchanged sentences
From the date of grant, holders of such LTIP Units will be entitled to receive “distribution equivalents” with respect to such LTIP Units at the time distributions are paid to the holders of the Company’s Class A common stock.
−Removed: In addition, on November 3, 2022, the Company granted 764 LTIP Units to each independent member of the Board in payment of the prorated equity portion of their respective annual retainers for fiscal year 2022 (such grants, collectively, the “Retainer Grants”) pursuant to the BHM Incentive Plans.
+Added: Additionally, on November 3, 2022, the Company granted 764 LTIP Units to each independent member of the Board in payment of the prorated equity portion of their respective annual retainers for fiscal year 2022 (such grants, collectively, the “Retainer Grants”) pursuant to the BHM Incentive Plans.
Each such Retainer Grant was evidenced by an LTIP Unit Award Agreement.
2 unchanged sentences
From the date of grant, holders of such LTIP Units will be entitled to receive “distribution equivalents” with respect to such LTIP Units at the time distributions are paid to the holders of the Company’s Class A common stock.
−Removed: A summary of the status of the Company’s non-vested LTIP Units granted under the BHM Incentive Plans as of December 31, 2022, is as follows:
+Added: On January 1, 2023, the Company granted 3,303 LTIP Units pursuant to the BHM Incentive Plans to each independent member of the Board in payment of the equity portion of their respective annual retainers.
+Added: Such LTIP Units were fully vested upon issuance and the Company recognized expense of $ 0.3 million based on the fair value at the date of grant.
+Added: On May 25, 2023, the Company granted 141,665 LTIP Units pursuant to the BHM Incentive Plans to the Manager as an annual long - term incentive equity grant for the year ended December 31, 2022.
+Added: Effective November 2, 2023, for tax efficiency purposes, the Manager forfeited 83,995 unvested LTIP Units granted to the Manager on May 25, 2023 in payment of the annual long - term incentive equity grant pursuant to the BHM Entities Plan.
+Added: On November 3, 2023, by mutual agreement of the Manager and the Company, and at the direction of the Manager, such 83,995 unvested LTIP Units were issued directly to and among certain of the BREH Personnel, pursuant to the BHM Individuals Plan, as equity compensation for services provided to the Manager in such capacities.
+Added: These issuances were made in satisfaction of the Manager’s obligation to its affiliate, BREH, for compensation - related expenses incurred by BREH in connection with its employment of the BREH Personnel, and were evidenced by LTIP Unit Vesting Agreements.
+Added: Such LTIP Units will vest one - third on May 25, 2024, and the remainder will vest ratably on an annual basis over a two - year period from April 1, 2024.
+Added: A summary of the status of the Company’s non-vested shares and LTIP Units granted under the BHM Incentive Plans as of December 31, 2022 and 2023 is as follows:
Weighted average grant-
−Removed: Non-Vested LTIP Units
+Added: Shares / LTIP Units
date fair value
1 unchanged sentence
Balance at December 31, 2022
−Removed: As of December 31, 2022, there was $ 8.9 million of total unrecognized compensation expense related to unvested LTIP Units granted under the Incentive Plans.
+Added: Balance at December 31, 2023
+Added: 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.
+Added: During the years ended December 31, 2023 and 2022, the Company recognized compensation expense for such LTIP Units of approximately $ 2.3 million and $ 0.3 million, respectively.
+Added: Such expense was recorded as part of general and administrative expenses in the Company’s combined consolidated statements of operations.
+Added: As of December 31, 2023, there was $ 8.9 million of total unrecognized compensation expense related to unvested LTIP Units granted under the BHM Incentive Plans.
The remaining expense is expected to be recognized over a period of 3.5 years.
+Added: Restricted Stock Grants
+Added: On May 25, 2023, the Company granted 31,260 shares of Class A common stock as restricted stock grants (“RSGs”), pursuant to the BHM Incentive Plans, to the Manager as an annual incentive grant for the year ended December 31, 2022.
+Added: Such RSGs will vest in equal installments on an annual basis over a three-year period from April 1, 2023.
+Added: Effective November 2, 2023, for tax efficiency purposes, the Manager forfeited 31,260 unvested RSGs that were granted to the Manager on May 25, 2023 in payment of the annual equity incentive grant pursuant to the BHM Entities Plan.
+Added: On November 3, 2023, by mutual agreement of the Manager and the Company, and at the direction of the Manager, the foregoing aggregate number of unvested RSGs were issued directly to and among certain of the BREH Personnel, pursuant to the BHM Individuals Plan, as equity compensation for services provided to the Manager in such capacities.
+Added: Such RSGs will vest one-third on May 25, 2024, and the remainder will vest ratably on an annual basis over a two-year period from April 1, 2024.
+Added: During the year ended December 31, 2023, the Company recognized compensation expense for such RSGs of approximately $ 0.1 million.
+Added: Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations.
+Added: As of December 31, 2023, there was $ 0.4 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans.
+Added: The remaining expense is expected to be recognized over a period of 2.25 years.
The Company currently uses authorized and unissued shares to satisfy share award grants.
Distributions
−Removed: There is no assurance that the Company will declare dividends.
−Removed: Holders of OP Units and 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.
+Added: Declaration Date
+Added: Payable to stockholders of record as of
+Added: Paid / Payable Date
+Added: Class A common stock Special Dividend
+Added: December 19, 2023
+Added: December 29, 2023
+Added: January 5, 2024
+Added: Class C common stock Special Dividend
+Added: December 19, 2023
+Added: December 29, 2023
+Added: January 5, 2024
+Added: Series A Preferred Stock (1)
+Added: September 11, 2023
+Added: August 25, 2023
+Added: October 5, 2023
+Added: September 11, 2023
+Added: September 25, 2023
+Added: October 5, 2023
+Added: October 13, 2023
+Added: October 25, 2023
+Added: November 3, 2023
+Added: October 13, 2023
+Added: November 24, 2023
+Added: December 5, 2023
+Added: October 13, 2023
+Added: December 22, 2023
+Added: January 5, 2024
+Added: Series A Preferred Stock Special Dividend (2)
+Added: November 7, 2023
+Added: Each day of November 1 - 30, 2023
+Added: December 5, 2023
+Added: November 7, 2023
+Added: Each day of December 1 - 31, 2023
+Added: January 5, 2024
+Added: (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.
+Added: (2) Holders of record of Series A Preferred Stock shares as of the close of business on each day of the applicable month are entitled to additional contingent special daily dividends for each such day, to be aggregated and payable (if at all) on the payable date, in each case equal to the amount (if any) by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average 10-year Daily Treasury Par Yield Curve Rate for the period from the 26 th of the prior month to the 25 th of the applicable month (as reported by the United States Department of the Treasury), plus (II) two percent ( 2.0 % ), divided by (b) twelve ( 12 ), divided further by (c) the actual number of days in the applicable month, exceeds (ii) the quotient of (a) $ 0.125 divided by (b) the actual number of days in the applicable month.
+Added: A portion of each dividend may constitute a return of capital for tax purposes.
+Added: There is no assurance that the Company will continue to declare dividends or at this rate.
+Added: 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.
+Added: Distributions declared and paid for the year ended December 31, 2023 were as follows (amounts in thousands):
+Added: Distributions
+Added: Third Quarter
+Added: Series A Preferred Stock (1)
+Added: Total third quarter
+Added: Fourth Quarter
+Added: Class A common stock
+Added: Class C common stock
+Added: Series A Preferred Stock (1)
+Added: LTIP / C-LTIP Units
+Added: Total fourth quarter
+Added: (1) For the third quarter 2023, amounts include only the standard dividend at an annual rate of 6.0 % of the Stated Value.
+Added: For the fourth quarter 2023, amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value and any special dividends.
Note 15 – Commitments and Contingencies
−Removed: The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its preferred equity and joint venture investments was $ 3.4 million and $ 108.1 million as of December 31, 2022 and 2021, respectively.
+Added: The aggregate amount of the Company’s contractual commitments to fund future cash obligations in certain of its consolidated real estate investments and preferred equity investments was $ 0.2 million and $ 3.4 million as of December 31, 2023 and 2022, respectively.
The Company is subject to various legal actions and claims arising in the ordinary course of business.
4 unchanged sentences
Such LTIP Units were fully vested upon issuance.
−Removed: Acquisition of Additional Interests in Peak JV 4, formerly Savannah 319
−Removed: On January 6, 2023, the Company purchased Peak REIT OP’s interest in Peak JV 4, increasing the Company’s interest in the joint venture from 80 % to 100 %.
−Removed: The Company purchased Peak REIT OP’s interest for $ 1.0 million in cash after the Company’s priority equity contributions in the aggregate of $ 10.3 million were applied against the aggregate unit purchase prices of $ 15.8 million.
+Added: Declaration of Dividends
+Added: Declaration Date
+Added: Payable to stockholders of record as of
+Added: Paid / Payable Date
+Added: Series A Preferred Stock (1)
+Added: January 15, 2024
+Added: January 25, 2024
+Added: February 5, 2024
+Added: January 15, 2024
+Added: February 23, 2024
+Added: March 5, 2024
+Added: January 15, 2024
+Added: March 25, 2024
+Added: April 5, 2024
+Added: Series A Preferred Stock Special Dividend
+Added: January 15, 2024
+Added: Each day of January 1 - 31, 2024
+Added: February 5, 2024
+Added: January 15, 2024
+Added: Each day of February 1 - 29, 2024
+Added: March 5, 2024
+Added: January 15, 2024
+Added: Each day of March 1 - 31, 2024
+Added: April 5, 2024
+Added: (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.
+Added: (2) Holders of record of Series A Preferred Stock shares as of the close of business on each day of the applicable month are entitled to additional contingent special daily dividends for each such day, to be aggregated and payable (if at all) on the payable date, in each case equal to the amount (if any) by which (i) the Stated Value of the Series A Preferred Stock multiplied by (a) the sum of (I) the average 10-year Daily Treasury Par Yield Curve Rate for the period from the 26 th of the prior month to the 25 th of the applicable month (as reported by the United States Department of the Treasury), plus (II) two percent ( 2.0 % ), divided by (b) twelve ( 12 ), divided further by (c) the actual number of days in the applicable month, exceeds (ii) the quotient of (a) $ 0.125 divided by (b) the actual number of days in the applicable month.
+Added: Distributions Paid
+Added: The following distributions were declared and/or paid to the Company’s stockholders subsequent to December 31, 2023 (amounts in thousands):
+Added: Declaration Date
+Added: Class A common stock
+Added: December 19, 2023
+Added: December 29, 2023
+Added: January 5, 2024
+Added: Class C common stock
+Added: December 19, 2023
+Added: December 29, 2023
+Added: January 5, 2024
+Added: Series A Preferred Stock (1)
+Added: October 13, 2023
+Added: December 22, 2023
+Added: January 5, 2024
+Added: December 19, 2023
+Added: December 29, 2023
+Added: January 5, 2024
+Added: LTIP / C-LTIP Units
+Added: December 19, 2023
+Added: December 29, 2023
+Added: January 5, 2024
+Added: Series A Preferred Stock (1)
+Added: January 15, 2024
+Added: January 25, 2024
+Added: February 5, 2024
+Added: Series A Preferred Stock (1)
+Added: January 15, 2024
+Added: February 23, 2024
+Added: March 5, 2024
+Added: (1) The Series A Preferred Stock distribution per share amounts include the standard dividend at an annual rate of 6.0 % of the Stated Value and any special dividends.
Issuance of C-LTIP Units for Payment of the Fourth Quarter 2023 Base Management Fee and Operating Expense Reimbursement
5 unchanged sentences
On February 21, 2024, the Company issued 151,600 and 95,204 C-LTIP Units in payment of the base management fee and operating expense reimbursement, respectively, for the fourth quarter 2023.
−Removed: Peak REIT OP Interests
−Removed: On March 3, 2023, the Company’s agreement with Peak REIT OP regarding its total preferred equity investment was amended.
−Removed: Previously, the Company earned a 7.0 % current return and a 3.0 % accrued return, for a total preferred return of 10.0 % per annum, on $ 16.0 million of its investment.
−Removed: On the Company’s remaining $ 4.3 million investment, it earned a 4.0 % current return and a 4.0 % accrued return, for a total preferred return of 8.0 % per annum.
−Removed: On the Company’s total $ 20.3 million investment, it earned a total weighted average preferred return of 9.6 % per annum.
−Removed: As part of the amendment, the Company’s two tranches of preferred equity investments were combined into one $ 20.3 million preferred equity investment earning a 6.4 % current return and a 3.2 % accrued return, for a total preferred return of 9.6 % per annum.
−Removed: In addition, the amendment increased the collateral underlying the Company’s preferred investment from 474 units to 648 units.
−Removed: On March 9, 2023, the Company’s preferred equity investment in the Peak REIT OP was partially redeemed for $ 4.1 million, which included principal investment of $ 4.0 million and accrued preferred return of $ 0.1 million, leaving the Company’s remaining preferred equity investment in the Peak REIT OP at $ 16.3 million.
−Removed: Acquisition of Additional Interests in Peak JV 1, formerly Indy and Springfield
−Removed: On March 8, 2023, the Company purchased Peak REIT OP’s interest in Peak JV 1, increasing its interest in the joint venture from 60 % to 100 %.
−Removed: The Company purchased Peak REIT OP’s interest for $ 4.1 million in cash after its priority equity contributions, plus adjustments typical in such real estate transactions, in the aggregate of $ 40.4 million were applied against the aggregate unit purchase prices of $ 50.6 million.
−Removed: Investment Activity
−Removed: Subsequent to December 31, 2022 and through the filing date of this Annual Report on Form 10-K, the Company (i) acquired an additional 18 consolidated operating units included in Peak JV 4, (ii) increased its preferred equity investment commitment in the Willow Park JV by $ 2.1 million, for a total commitment of $ 4.6 million, and (iii) increased its preferred equity investment commitment in the Woods JV by $ 2.3 million, for a total commitment of $ 5.6 million.
+Added: Wayford at Pringle Loan Financing
+Added: On January 10, 2024, the Company entered into an agreement to provide a loan in the maximum aggregate amount up to $ 30.1 million (the “Pringle Loan”) to an unaffiliated, third-party borrower to acquire 102 -build for rent, single-family residential units in Charlotte, North Carolina to be known as Wayford at Pringle.
+Added: The units are currently under development, and the Company will disburse loan proceeds to the borrower for unit acquisitions as construction is completed.
+Added: The Pringle Loan is comprised of two notes as follows:
+Added: Note A in the maximum principal amount up to $ 22.3 million and Note B in the maximum principal amount up to $ 7.8 million.
+Added: Both notes have an initial maturity of January 12, 2026 and contain four (4) six-month extension options subject to certain conditions.
+Added: Note A bears interest on the amount drawn at one-month SOFR plus 4.50 % through initial maturity, and if extended, such rate becomes subject to a 5.31 % rate floor.
+Added: Note A has regular monthly payments that are interest-only during the term of the loan, and no prepayment of Note A, in part or in whole, can be made prior to prepayment of Note B subject to certain conditions.
+Added: On Note B, interest shall accrue on the amount drawn at a rate of 15.00 % per annum, compounded monthly, with outstanding principal and accrued interest amounts due upon maturity.
+Added: Note B can be prepaid in part or in whole subject to minimum interest.
+Added: As of February 29, 2024, the Company had funded zero and $ 5.9 million of Note A and Note B, respectively.
+Added: Stock Repurchase Plan
+Added: On February 13, 2024, the Board authorized a stock repurchase plan for the repurchase, from time to time, of up to an aggregate of $5 million of the Company’s 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, as amended (the “Exchange Act”) and subject to Rule 10b-5 of the Exchange Act.
+Added: The repurchase plan has a term of one year and may be discontinued at any time.
+Added: The extent to which the Company repurchases shares of its 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.
+Added: The Company expects to repurchase shares of its Class A common stock through open market transactions subject to market conditions, certain price limitations and other conditions established under the plan.
+Added: 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.
+Added: As of the filing date of this Annual Report on Form 10-K, no repurchases were made by the Company.
Bluerock Homes Trust, Inc.
8 unchanged sentences
Real Estate Held for Investment
+Added: Abode Wendell Falls (1)
Golden Pacific
+Added: Indy-Springfield, formerly Peak JV 1 (3)
Navigator Villas
Peak JV 2 (3)
−Removed: Peak JV 2 (2)
−Removed: Peak JV 3, formerly DFW 189
−Removed: Peak JV 4, formerly Savannah 319
+Added: Savannah-84, formerly Peak JV 4 (3)
Wayford at Concord
Yauger Park Villas
+Added: Total Single-family properties held for sale (4)
Non-Real Estate assets
REIT Operator
−Removed: (1) Peak JV 1 includes the portfolios formerly presented as Indy and Springfield.
−Removed: (2) Peak JV 2 includes the portfolios formerly presented as Axelrod, Granbury, Granbury 2.0, Lubbock, Lubbock 2.0, Lubbock 3.0, Lynnwood, Lynnwood 2.0, Springtown, Springtown 2.0, Texarkana and Texas Portfolio 183, of which all are in Texas.
+Added: (1) Abode Wendell Falls is a build to rent development project expected to commence construction in the second quarter 2024.
+Added: The total estimated construction cost is $ 56.0 million, of which $ 6.5 million was incurred as of December 31, 2023.
+Added: (2) ILE was funded, in part, by the ILE Sunflower Credit Facility.
+Added: At December 31, 2023, the outstanding ILE Sunflower Credit Facility balance was $ 20.0 million.
+Added: (3) Indy-Springfield, Peak JV 2 and Savannah-84 were funded, in part, by the Amended DB Credit Facility.
+Added: At December 31, 2023, the outstanding Amended DB Credit Facility balance was $ 50.0 million.
+Added: (4) An aggregate of 118 units are classified as held for sale from the following portfolios:
+Added: 35 units in Indy-Springfield, 13 units in Peak JV 2, and 70 units in Peak JV 3.
Bluerock Homes Trust, Inc.
5 unchanged sentences
Balance at January 1
−Removed: Construction and acquisition cost
+Added: Acquisition of real estate
+Added: Capital expenditures
+Added: Impairment of held for sale real estate
Disposition of real estate
7 unchanged sentences
Bluerock Homes Trust, Inc.
−Removed: Schedule IV - Mortgage Loans on Real Estate
+Added: Schedule IV - Loans on Real Estate
December 31, 2023
2 unchanged sentences
Carrying Amount of
−Removed: Mortgages Subject
+Added: Loans Subject to
Periodic Payment
−Removed: Mortgages (in
−Removed: Mortgages (in
−Removed: to Delinquent
Property Name
1 unchanged sentence
Maturity Date
+Added: (in thousands)
+Added: (in thousands)
Principal or Interest
Real Estate Loans on Residential Rental Community (1)
−Removed: (1) The Hartley at Blue Hill and Weatherford 185 loans previously presented in Schedule IV were paid off in full during 2022.
−Removed: Refer to Note 7 for further information.
+Added: The Woods at Forest Hill
+Added: Forest Hills, TX
+Added: Willow Park, TX
+Added: (1) Refer to Note 7 for further information regarding the Woods Loan and the Willow Loan.
Bluerock Homes Trust, Inc.
−Removed: Notes to Schedule IV - Reconciliation of Mortgage Loans on Real Estate
+Added: Note to Schedule IV - Reconciliation of Loans on Real Estate
(amounts in thousands)
6 unchanged sentences
EXHIBIT INDEX
−Removed: Exhibit Number
Separation and Distribution Agreement, dated as of October 5, 2022, by and among Bluerock Residential Growth REIT, Inc., Badger Parent LLC, Badger Holdco LLC, Bluerock Residential Holdings, L.P.
5 unchanged sentences
333-269415) filed on January 25, 2023
−Removed: Articles Supplementary of the Company, dated March 14, 2023
+Added: Articles Supplementary of the Company, dated March 14, 2023, incorporated by reference to Exhibit 3.5 to the Company’s Annual Report on Form 10 - K filed on March 22, 2023
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
72 unchanged sentences
Code of Ethics for Senior Executive and Financial Officers, effective October 6, 2022, incorporated by reference to Exhibit 14.2 to the Company’s Quarterly Report on Form 10-Q filed on November 4, 2022
−Removed: List of Subsidiaries, incorporated by reference to Exhibit 21.1 to the Company’s Registration Statement on Form S-11 (SEC File No.
−Removed: 333-269415) filed on January 25, 2023
+Added: Subsidiaries of the Registrant
Consent of Grant Thornton LLP
3 unchanged sentences
1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Information Statement of Bluerock Homes Trust, Inc., dated September 26, 2022, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on September 26, 2022
−Removed: Press Release of Bluerock Homes Trust, Inc., issued October 6, 2022, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on October 6, 2022
−Removed: Unaudited Pro Forma Combined Financial Statements as of September 30, 2022 and for the three and nine months ended September 30, 2022, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on November 4, 2022
+Added: Bluerock Homes Trust, Inc.
+Added: Executive Incentive-Based Compensation Recoupment Policy dated October 6, 2022.
+Added: Press Release of Bluerock Homes Trust, Inc.
+Added: issued December 19, 2023, incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on December 22, 2023
+Added: Press Release of Bluerock Homes Trust, Inc.
+Added: issued November 14, 2023, incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by the Company on December 22, 2023
The following information from the Company’s annual report on Form 10-K for the year ended December 31, 2023, formatted in Inline XBRL (eXtensible Business Reporting Language):
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.