Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission File Number 001-41322 BLUEROCK HOMES TRUST, INC. (Exact name of registrant as specified in its charter) Marylan ...

Company Overview - Bluerock Homes Trust, Inc. (BHM) is a REIT focused on owning and operating institutional-quality residential real estate, including single-family homes and build-to-rent communities [2] - The company targets high-growth markets in the Sunbelt and Western United States, with a strategy centered on acquisitions, development, and value-add renovations [2] Market Positioning - Operations are concentrated in regions benefiting from demographic growth and housing shortages, supporting sustained rental demand [3] - The company maintains a conservative leverage profile, with net debt at 22% of total assets, and accesses capital through preferred equity issuance [3] Growth Drivers - Key growth factors include selling lower-yield single-family rental units at 4% cap rates and reinvesting in higher-return properties with yields of 6% or more [4] - The preferred equity and mezzanine loan portfolio generates annualized returns above 13%, providing steady income and balance sheet flexibility [4] - Recent acquisition of a 350-unit property in Charlotte at a 19% discount, with management targeting a 25% return through renovations [4] Financial Performance - Bluerock Homes reported a widening net loss of $7.3 million in Q1 2025, nearly double the loss from the previous year, despite significant revenue growth [5] - Cost pressures from depreciation and management fees have outpaced income gains, raising concerns about the external management structure [5] Stock Performance - The stock has underperformed compared to industry peers and the broader market over the past year, with valuation metrics indicating skepticism about the company's ability to generate sustainable profits [6] Market Capitalization - Bluerock Homes has a modest market capitalization of $58.5 million, indicating its position in a promising but risky market segment [7]

Group 1 - Bluerock Homes Trust, Inc. (NYSE: BHM) has experienced a significant decline in its stock price, falling approximately 22% year-to-date [1] - The real estate sector is facing challenges due to market uncertainty projected for 2025, impacting overall performance [1] Group 2 - Manika, a macroeconomist with over 20 years of experience, is involved in investment management and focuses on opportunities in the green economy through her investing group, Green Growth Giants [1]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ______ Commission File Number 001-41322 BLUEROCK HOMES TRUST, INC. (Address of principal executive offices) (Zip Code) (212) 843 ...

PART I [Business Overview](index=6&type=section&id=Item%201.%20Business) Bluerock Homes Trust, Inc. operates as a REIT, acquiring and managing residential properties in the Sunbelt and Western U.S - The company operates as a **REIT**, incorporated on December 16, 2021, and is externally managed by Bluerock Homes Manager, LLC, relying on its manager for day-to-day operations[22](index=22&type=chunk)[23](index=23&type=chunk)[25](index=25&type=chunk) Portfolio Summary as of December 31, 2024 | Category | Number of Investments | Total Units | Consolidated Units | Preferred Equity/Loan Units | | :--- | :--- | :--- | :--- | :--- | | **Total** | 23 | 5,087 | 3,453 | 1,634 | - The company's business is organized into two reportable segments: **scattered single-family homes** and **residential communities**[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) - Key growth strategies include **value-add renovations**, **invest-to-own development projects**, and **institutional property management** in demographically attractive growth markets[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) Summary of Real Estate Investments and Dispositions (2023-2024) | Year | Transaction Type | Number of Properties/Portfolios | Total Units | | :--- | :--- | :--- | :--- | | **2023** | Investments | 5 | 524 | | | Dispositions | 6 | 546 | | **2024** | Investments | 7 | 1,620 | | | Dispositions | 7 | 802 | [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks from economic conditions, external management, debt financing, and maintaining REIT status - Business and property risks include sensitivity to economic conditions, inflation, interest rate fluctuations, tenant inability to pay rent, and competition, with portfolio concentration in the Sunbelt and Western U.S. increasing susceptibility to local downturns[55](index=55&type=chunk)[57](index=57&type=chunk)[61](index=61&type=chunk) - The company is dependent on its external manager, Bluerock Homes Manager, LLC, and its key personnel, with a management agreement not negotiated at arm's-length and a potentially costly termination fee equal to **3 times** the sum of the Base Management Fee and Incentive Fee from the preceding 12 months[181](index=181&type=chunk)[187](index=187&type=chunk)[190](index=190&type=chunk) - Risks related to the Series A Preferred Stock include its subordination to all existing and future debt, the lack of a public trading market, and the company's option to redeem shares for cash or Class A common stock at its discretion two years after issuance[204](index=204&type=chunk)[211](index=211&type=chunk)[222](index=222&type=chunk) - Failure to maintain REIT qualification would result in significant adverse tax consequences, including being subject to corporate-level income tax and being unable to re-elect REIT status for four years[245](index=245&type=chunk)[247](index=247&type=chunk) - Ownership of common stock is subject to restrictions, including a **9.8%** ownership limit in the company's charter to preserve REIT status, while Maryland corporate law and charter provisions may also discourage takeovers[272](index=272&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk) [Unresolved Staff Comments](index=57&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[288](index=288&type=chunk) [Cybersecurity](index=57&type=section&id=Item%201C.%20Cybersecurity) The company maintains an information security program, overseen by the Board, with no material cybersecurity threats identified - The company has an established information security program to identify, protect, detect, and respond to cybersecurity risks, utilizing security tools and third-party providers[290](index=290&type=chunk) - Governance is managed by the Board's Audit Committee, a Leadership Committee (COO, CFO, General Counsel, SVP of FP&A), and the IT department, with regular updates provided to senior management[296](index=296&type=chunk)[298](index=298&type=chunk) - As of the report date, no identified cybersecurity threats have materially affected or are reasonably likely to materially affect the company's business, operations, or financial condition[295](index=295&type=chunk) [Investments Portfolio](index=59&type=section&id=Item%202.%20Investments) As of December 31, 2024, the portfolio included 23 real estate investments totaling 5,087 units, with 91.6% consolidated occupancy Consolidated Investments Summary (as of Dec 31, 2024) | Segment | Number of Units | Average Rent | Occupancy (All Units) | Occupancy (Excl. Held for Sale/Reno) | | :--- | :--- | :--- | :--- | :--- | | **Scattered Single-Family Homes** | 1,801 | $1,579 | 89.7% | 93.8% | | **Residential Communities** | 1,482 | $1,840 | 93.9% | 94.1% | | **Total Operating** | **3,283** | **$1,689** | **91.6%** | **94.0%** | | **Development** | 170 | N/A | N/A | N/A | | **Total Consolidated** | **3,453** | | | | Preferred Equity and Loan Investments Summary (as of Dec 31, 2024) | Stage | Number of Units | Estimated Avg. Rent (Stabilized) | | :--- | :--- | :--- | | **Lease-up** | 1,158 | Varies by property | | **Development** | 476 | Varies by property | | **Total** | **1,634** | **$2,072** | [Legal Proceedings](index=61&type=section&id=Item%203.%20Legal%20Proceedings) The company is not a party to any material pending legal proceedings - The company is not party to, and none of its properties are subject to, any material pending legal proceeding[308](index=308&type=chunk) [Mining Safety Disclosures](index=61&type=section&id=Item%204.%20Mining%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[309](index=309&type=chunk) PART II [Market for Common Equity and Stockholder Matters](index=62&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Class A common stock trades on NYSE American, with 3.95 million shares outstanding and declared quarterly dividends for 2025 - Class A common stock trades on the NYSE American under the symbol 'BHM', with **3,953,219 shares outstanding** as of March 6, 2025[311](index=311&type=chunk)[314](index=314&type=chunk) - A special dividend of **$1.00 per share** on Class A and Class C common stock was declared on December 19, 2023, and paid on January 5, 2024[316](index=316&type=chunk) - On March 11, 2025, the company declared quarterly cash dividends of **$0.125 per share ($0.50 annually)** for Class A and Class C common stock for fiscal year 2025[318](index=318&type=chunk) - For the year ended December 31, 2024, **100%** of distributions to common stockholders were classified as a return of capital for tax purposes[319](index=319&type=chunk) [Management's Discussion and Analysis](index=63&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal year 2024 saw revenue and NOI growth, improved net loss, significant acquisitions, and new capital initiatives Consolidated Operational Results by Segment (2024 vs. 2023) | Metric (in thousands) | 2024 | 2023 | Variance | | :--- | :--- | :--- | :--- | | **Rental and other property revenues** | $48,584 | $40,999 | 18.5% | | **Property operating expenses** | $24,144 | $19,164 | 26.0% | | **Net operating income** | $24,440 | $21,835 | 11.9% | FFO and CFFO Reconciliation (2024 vs. 2023) | Metric (in thousands) | 2024 | 2023 | | :--- | :--- | :--- | | Net loss attributable to common stockholders and unit holders | $(13,466) | $(13,499) | | **FFO attributable to common stockholders and unit holders** | **$(2,982)** | **$1,326** | | **CFFO attributable to common stockholders and unit holders** | **$9,680** | **$20,945** | | FFO per share – diluted | $(0.24) | $0.12 | | CFFO per share – diluted | $0.79 | $1.82 | - Significant 2024 activity includes the acquisition of four residential communities (Amira at Westly, Villas at Huffmeister, Avenue at Timberlin Park, Allure at Southpark) and the sale of Navigator Villas, which generated a **$10.0 million gain**[328](index=328&type=chunk)[330](index=330&type=chunk)[334](index=334&type=chunk) - The company launched a Delaware statutory trust (DST) Program in October 2024 to raise capital, with one offering raising **$4.5 million** of a **$66.0 million** total by year-end[368](index=368&type=chunk) - Liquidity sources include **$115.2 million** in cash, **$13 million** available on revolving credit facilities, proceeds from the Series A Preferred Stock offering, and the new DST Program[370](index=370&type=chunk)[371](index=371&type=chunk) [Market Risk Disclosures](index=87&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Primary market risk is interest rate fluctuations on its **$381.6 million** debt, mitigated by interest rate caps - The company's main market risk is interest rate risk from its borrowing activities[437](index=437&type=chunk) Debt Maturity Schedule as of December 31, 2024 (Principal in thousands) | Year | Mortgages Payable | Revolving Credit Facilities | Total | | :--- | :--- | :--- | :--- | | **2025** | $1,871 | $121,000 | $122,871 | | **2026** | $36,652 | $0 | $36,652 | | **2027** | $24,107 | $0 | $24,107 | | **2028** | $5,702 | $0 | $5,702 | | **2029** | $80,450 | $0 | $80,450 | | **Thereafter** | $111,816 | $0 | $111,816 | | **Total** | **$260,598** | **$121,000** | **$381,598** | - The company utilizes interest rate caps and swaps to limit exposure on **$155.6 million** of its debt[442](index=442&type=chunk) - A **100-basis point** change in interest rates on variable-rate debt would result in an approximate **$0.6 million** annual change in interest expense[443](index=443&type=chunk) [Financial Statements and Data](index=88&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates the company's Consolidated Financial Statements by reference, starting on page F-1 - The required information is included in the Consolidated Financial Statements section of the report, starting on page F-1[444](index=444&type=chunk) [Accountant Changes and Disagreements](index=88&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[445](index=445&type=chunk) [Controls and Procedures](index=88&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2024 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[448](index=448&type=chunk) - Based on the COSO framework (2013), management concluded that the company's internal control over financial reporting was effective as of December 31, 2024[450](index=450&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended December 31, 2024[451](index=451&type=chunk) [Other Information](index=89&type=section&id=Item%209B.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q4 2024 - No directors or officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the fourth quarter of 2024[452](index=452&type=chunk) [Foreign Jurisdictions Disclosure](index=89&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[453](index=453&type=chunk) PART III [Directors, Officers, and Governance](index=90&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information for this item is incorporated by reference from the forthcoming 2025 Proxy Statement - Information regarding directors, executive officers, and corporate governance is incorporated by reference from the forthcoming 2025 Proxy Statement[455](index=455&type=chunk) [Executive Compensation](index=90&type=section&id=Item%2011.%20Executive%20Compensation) Information for this item is incorporated by reference from the forthcoming 2025 Proxy Statement - Information regarding executive compensation is incorporated by reference from the forthcoming 2025 Proxy Statement[456](index=456&type=chunk) [Security Ownership and Related Matters](index=90&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information for this item is incorporated by reference from the forthcoming 2025 Proxy Statement - Information regarding security ownership is incorporated by reference from the forthcoming 2025 Proxy Statement[457](index=457&type=chunk) [Related Transactions and Director Independence](index=90&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information for this item is incorporated by reference from the forthcoming 2025 Proxy Statement - Information regarding related party transactions and director independence is incorporated by reference from the forthcoming 2025 Proxy Statement[458](index=458&type=chunk) [Principal Accountant Fees and Services](index=90&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information for this item is incorporated by reference from the forthcoming 2025 Proxy Statement - Information regarding principal accountant fees and services is incorporated by reference from the forthcoming 2025 Proxy Statement[459](index=459&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=90&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, financial statement schedules, and exhibits filed with the Form 10-K - This item lists all documents filed with the report, including financial statements and exhibits as detailed in the Exhibit Index[460](index=460&type=chunk) [Form 10-K Summary](index=90&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company did not provide a Form 10-K summary - None[461](index=461&type=chunk) Financial Statements and Notes [Consolidated Financial Statements](index=93&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements detail the company's financial position, operations, and cash flows for 2024 and 2023 Key Balance Sheet Data (in thousands) | Account | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Net Real Estate Investments | $683,628 | $464,900 | | Cash and cash equivalents | $115,209 | $80,163 | | **Total Assets** | **$966,993** | **$671,620** | | Mortgages payable | $252,782 | $96,670 | | Revolving credit facilities | $121,000 | $70,000 | | **Total Liabilities** | **$398,102** | **$192,748** | | **Total Equity** | **$466,737** | **$470,599** | Key Income Statement Data (in thousands) | Account | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Total revenues | $50,214 | $41,093 | | Total expenses | $68,927 | $57,487 | | Net loss | $(12,091) | $(15,767) | | **Net loss attributable to common stockholders** | **$(4,234)** | **$(4,503)** | | Net loss per common share - Diluted | $(1.10) | $(1.30) | Key Cash Flow Data (in thousands) | Activity | Year Ended Dec 31, 2024 | Year Ended Dec 31, 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $9,058 | $13,880 | | Net cash used in investing activities | $(224,917) | $(25,722) | | Net cash provided by financing activities | $260,716 | $15,664 | [Notes to Consolidated Financial Statements](index=98&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, real estate activities, debt, related party transactions, equity, and subsequent events - During 2024, the company acquired four properties (Villas at Huffmeister, Avenue at Timberlin Park, Amira at Westly, Allure at Southpark) for a total purchase price allocation of **$274.6 million**[540](index=540&type=chunk)[541](index=541&type=chunk)[542](index=542&type=chunk)[544](index=544&type=chunk)[547](index=547&type=chunk) - The company sold Navigator Villas in August 2024 for **$36.4 million**, generating a **$10.0 million gain**, and as of year-end, 167 units were classified as held for sale, resulting in a **$3.3 million impairment charge**[551](index=551&type=chunk)[555](index=555&type=chunk) - The company has two primary revolving credit facilities: a **$150 million** facility with Deutsche Bank (Amended DB Credit Facility) and a **$50 million** facility with KeyBank, with **$85 million** and **$36 million** drawn respectively as of December 31, 2024[585](index=585&type=chunk)[587](index=587&type=chunk) - Related party transactions include a base management fee of **$9.1 million** paid to the Manager in 2024 and selling commissions and dealer manager fees of **$10.4 million** related to the Series A Preferred Stock offering[616](index=616&type=chunk)[626](index=626&type=chunk) - Subsequent to year-end, the company authorized a new **$5 million** stock repurchase plan and declared a quarterly cash dividend of **$0.125 per share** for its common stock for fiscal year 2025[680](index=680&type=chunk)[681](index=681&type=chunk)

Company Overview - Bluerock Homes Trust, Inc. (NYSE American: BHM) is an externally managed REIT based in New York, focusing on institutional residential properties including single-family homes and build-to-rent communities [2] - The company's primary objective is to generate attractive risk-adjusted investment returns through the acquisition and development of residential units, as well as through value-add renovations [2] - BHM targets high disposable income renters in growth markets with strong long-term demand fundamentals for residential rentals, particularly in the Sunbelt and high-growth areas of the Western United States [2] Recent Developments - The Board of Directors of Bluerock Homes Trust has scheduled the 2025 annual meeting of stockholders for June 11, 2025, with a record date of April 11, 2025, for determining stockholders entitled to vote [1]

Core Viewpoint - Bluerock Homes Trust, Inc. has declared quarterly cash dividends for its Class A and Class C Common Stock for fiscal year 2025, reflecting a commitment to shareholder returns aligned with operational performance and cash flow stability [1][3]. Dividend Declaration - The annualized Common Stock dividend is set at $0.50 per share, translating to $0.125 per share quarterly [2]. - Dividends will be payable on April 4, July 3, October 3, 2025, and January 5, 2026, to shareholders of record on March 25, June 25, September 25, and December 24, 2025, respectively [2]. Company Overview - Bluerock Homes Trust, Inc. is an externally managed REIT focused on high-quality single-family properties in attractive markets, particularly in the Sunbelt and high-growth areas of the Western United States [4]. - The company's objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of single-family rental homes and developing build-to-rent communities [4]. - The target market includes middle-market renters seeking the single-family lifestyle without the burdens of home ownership [4]. About Bluerock - Bluerock is a leading institutional alternative asset manager with over 100 years of collective investing experience and more than $120 billion in capital markets experience [5]. - The firm manages over $19 billion in acquired and managed assets, offering a range of public and private investment programs aimed at providing predictable income, capital growth, and tax benefits [5].

Core Viewpoint - Bluerock Homes Trust, Inc. has introduced a new Series A Preferred Stock Redemption Safeguard Policy to protect shareholders from potential losses when redeeming their preferred stock [1][2][4]. Company Overview - Bluerock Homes Trust, Inc. is an externally managed REIT focused on owning and operating high-quality single-family properties in attractive markets, particularly in the Sunbelt and high-growth areas of the Western United States [5]. - The company's primary objective is to generate attractive risk-adjusted investment returns by assembling a portfolio of single-family rental homes and developing build-to-rent communities [5]. Series A Preferred Stock Details - As of January 31, 2025, the company has raised over $120 million in Series A Preferred Stock at a price of $25 per share, with a minimum annual dividend yield of 6.5% [3]. - The Series A Preferred Stock dividends for 2024 benefited from favorable tax treatment, resulting in a tax-equivalent yield of approximately 7.93% [3]. - The Series A Preferred Stock is backed by approximately $840 million in gross assets, with ownership and investments in 45,000 single-family and built-to-rent homes, achieving a 94.3% occupancy rate and a low net debt of 9% as of September 30, 2024 [3][10]. New Redemption Safeguard Policy - The new policy allows shareholders who redeem their Series A Preferred Stock and subsequently sell the received Class A Common Stock at a loss within 10 business days to apply to the company for compensation, excluding transaction costs or redemption fees [2]. - This policy applies retroactively and going forward to all holders of the Series A Preferred Stock [2]. Management Commentary - The CEO of Bluerock Homes Trust expressed satisfaction in providing an innovative safeguard against downside risk for preferred shareholders during the redemption process [4].

Core Viewpoint - Bluerock Homes Trust, Inc. has announced the income tax treatment for its 2024 dividends on common and preferred stock, detailing the distribution rates and classifications for tax purposes [1][3]. Summary by Category Common Stock - The Class A and Class C common stock had a record date of December 29, 2023, with a payable date of January 5, 2024, distributing $0.840551 per share as a non-dividend return of capital for tax year 2024 [2]. - A one-time special cash dividend of $1.00 per share was paid, with $0.159449 included in the 2023 taxable dividend [2]. Preferred Stock - The Series A Preferred Stock has multiple CUSIP numbers and will have dividends distributed on various dates throughout 2024, starting from January 25, 2024, with a per-share distribution rate of $0.125337 [3][4]. - The distribution rates for Series A Preferred Stock dividends range from $0.125337 to $0.152775 across the months of January to November 2024, maintaining a consistent ordinary dividend rate of 8.040619% [4][5]. Company Overview - Bluerock Homes Trust, Inc. is an externally managed REIT focused on owning and operating single-family rental properties in high-growth markets, particularly in the Sunbelt and Western United States [6]. - The company's strategy aims to generate attractive risk-adjusted investment returns by targeting middle-market renters seeking single-family lifestyles without the burdens of home ownership [6].

Real Estate Investments - As of September 30, 2024, the company held 20 real estate investments, comprising 4,000 residential units, with consolidated operating investments approximately 90.5% occupied[142] - The company acquired the Villas at Huffmeister for $41.2 million, funded by a $24.3 million senior loan and $18.1 million in cash[147] - A joint venture was established to develop 82 build-to-rent units in Bluffton, South Carolina, with a commitment of $5.3 million, earning a 17.0% annual return[148] - The company acquired Avenue at Timberlin Park for $33.8 million, funded by a $23.7 million senior loan and $12.9 million in cash[149] - The sale of Navigator Villas generated net proceeds of approximately $12.7 million and a gain on sale of approximately $10.0 million[150] - The company recorded an impairment of $0.9 million and $2.1 million for held-for-sale units for the three and nine months ended September 30, 2024, respectively[155] - The company has a remaining commitment of $5.5 million for the Wayford at Pringle loan investment[152] - The company’s strategy includes acquiring pre-existing single-family residential units and developing build-to-rent communities to drive growth in funds from operations[141] - The total estimated project cost for the Abode Wendell Falls development is $56.9 million, with $6.9 million incurred as of September 30, 2024[160] - The company acquired 294 units at Villas at Huffmeister and 200 units at Avenue at Timberlin Park during 2024, contributing to revenue growth[163] Financial Performance - Rental and other property revenues increased by $1.8 million, or 18%, to $12.0 million for the three months ended September 30, 2024, compared to $10.2 million for the same prior year period[163] - Average rent per occupied unit increased by $54, or 3.4%, to $1,635 compared to $1,581 during the prior year period[164] - Average occupancy decreased by 20 basis points from 91.1% to 90.9% on a year-over-year basis[164] - Property operating expenses increased by 26.3% to $6.4 million for the three months ended September 30, 2024, compared to $5.1 million for the same prior year period[161] - Net operating income for the three months ended September 30, 2024, was $5.5 million, an increase of 8.9% from $5.1 million in the same prior year period[161] - Other income increased to $8.4 million for Q3 2024, compared to $0.2 million in Q3 2023, driven by a $10.3 million increase in gains on real estate sales[171] - Rental and other property revenues increased by $4.1 million, or 13%, to $34.7 million for the nine months ended September 30, 2024, due to acquisitions and rental rate improvements[172] - Average rent per occupied unit increased by $57, or 3.7%, to $1,617 for the nine months ended September 30, 2024[173] - Property operating expenses for the nine months ended September 30, 2024, increased by $3.2 million, or 23%, to $17.4 million, primarily due to acquisitions[174] - Net income attributable to common stockholders for the three months ended September 30, 2024, was $921,000, compared to a loss of $1,068,000 for the same period in 2023[185] - Net operating income (NOI) for the nine months ended September 30, 2024, was $17,279,000, an increase from $16,358,000 for the same period in 2023[185] Capital Structure and Financing - The company issued 3,459,331 shares of 6.0% Series A Redeemable Preferred Stock, raising approximately $76.7 million in net proceeds[156] - Total stockholders' equity decreased by $4.5 million from $147.4 million as of December 31, 2023, to $142.9 million as of September 30, 2024, primarily due to $2.2 million related to the acquisition of noncontrolling interests and preferred dividends declared[158] - Cash available as of September 30, 2024, was $155.1 million, with an additional capacity of $65 million on revolving credit facilities[189] - Contractual obligations include $126.8 million in mortgages payable and $105 million in revolving credit facilities as of September 30, 2024[190] - The company plans to finance long-term liquidity needs through additional issuances of common and preferred stock, as well as project-based borrowings[195] - The board authorized a stock repurchase plan for up to $5 million of Class A common stock, which may be conducted over one year[193] - Net cash provided by financing activities during the same period was $96.8 million, driven by $76.7 million from the issuance of Series A Preferred Stock and $35.0 million from revolving credit facilities[205] Expenses and Cash Flow - General and administrative expenses rose to $2.5 million for Q3 2024, up from $1.7 million in Q3 2023, with $1.5 million related to direct costs and $1.0 million for operating expense reimbursement[168] - Net cash provided by operating activities for the nine months ended September 30, 2024, was $4.1 million, despite a net loss of $4.8 million[203] - Net cash used in investing activities for the nine months ended September 30, 2024, was $22.4 million, primarily due to $51.5 million for acquiring real estate investments and $24.6 million for investments in notes receivable[204] - Total capital expenditures for the nine months ended September 30, 2024, amounted to $5.977 million, a decrease from $6.499 million in the same period of 2023[206] Funds from Operations - Funds from Operations (FFO) attributable to common stockholders for the nine months ended September 30, 2024, was $(2.092) million compared to $1.361 million in 2023[213] - Core Funds from Operations (CFFO) attributable to common stockholders for the nine months ended September 30, 2024, was $8.695 million, down from $15.269 million in 2023[213] - FFO per share for the nine months ended September 30, 2024, was $(0.17), compared to $0.12 in the same period of 2023[213] - CFFO per share for the nine months ended September 30, 2024, was $0.71, compared to $1.33 in 2023[213] Interest Rate and Risk Management - As of September 30, 2024, the company had interest rate caps and swaps covering $128.5 million of its debt to manage interest rate risk[223] - A 100-basis point increase in interest rates would increase interest expense by approximately $50,000 for the quarter ended September 30, 2024[224] - The weighted average interest rate on mortgage notes payable is 5.22% as of September 30, 2024, with total mortgage notes payable amounting to $126.8 million[225] - The fair value of mortgages payable is estimated at $124.1 million as of September 30, 2024[225] - The company is exposed to interest rate risk primarily through borrowing activities, with inherent roll-over risk for borrowings[220] Corporate Governance and Compliance - The company has instituted additional procedures to ensure timely filings following a delinquent Form 8-K related to a real estate acquisition[229] - There have been no changes in internal controls over financial reporting that materially affected the company during the quarter ended September 30, 2024[230] - As of September 30, 2024, total indebtedness was approximately $231.8 million, including $105.0 million under revolving credit facilities[234] - The company has issued and outstanding 3,889,446 shares of Series A Preferred Stock as of September 30, 2024[234] - The Board modified and extended the Original Exemption, with the new Revocation Date set for December 31, 2025[238] - The Aggregate Share Ownership Limit and the Common Share Ownership Limit were decreased from 9.8% to 8.75% for stockholders not classified as Excepted Holders[237] Dividends and Distributions - The Series A Preferred Stock regular monthly dividend is $0.125 per outstanding share, with an enhanced special dividend commencing in May 2024, subject to a minimum of 6.5% and a maximum of 8.5% annual rate[157] - The company declared a special dividend of $1.00 for both Class A and Class C common stock, payable on January 5, 2024[215] - The company has a policy to maintain distributions equal to at least 90% of its REIT taxable income to maintain its REIT status[217] - The company’s distribution rate and payment frequency may vary based on funds available from operations and capital expenditure requirements[217]