Stockholders' Equity and Redeemable Preferred Stock | Note 14 – Stockholders’ Equity and Redeemable Preferred Stock 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. 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. As 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. Net (Loss) Income Per Common Share Basic net (loss) income per common share is computed by dividing net (loss) income 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. 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. Net (loss) income attributable to common stockholders is computed by adjusting net (loss) income 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. The Company has two classes of common stock outstanding: Class A common stock, $0.01 par value per share, and Class C common stock, $0.01 par value per share. 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. The following table reconciles the components of basic and diluted net (loss) income per common share for the three and nine months ended September 30, 2023 and 2022 (amounts in thousands, except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 (Loss) income from continuing operations (1) $ (3,630) $ 265 $ (10,087) $ (3,124) Net (loss) income from continuing operations attributable to noncontrolling interests (2,562) 84 (7,144) (3,034) (Loss) income from continuing operations attributable to BHM $ (1,068) $ 181 $ (2,943) $ (90) Income from discontinued operations — 311 — 311 Net income from discontinued operations attributable to noncontrolling interests — 205 — 211 Income from discontinued operations attributable to BHM — 106 — 100 Net (loss) income attributable to common stockholders $ (1,068) $ 287 $ (2,943) $ 10 Weighted average common shares outstanding (2) 3,845,926 3,843,502 3,844,488 3,843,502 Potential dilutive shares (3) — — — — Weighted average common shares outstanding and potential dilutive shares (2) 3,845,926 3,843,502 3,844,488 3,843,502 Net (loss) income per common share, basic Continuing operations $ (0.28) $ 0.05 $ (0.77) $ (0.02) Discontinued operations — 0.03 — 0.02 $ (0.28) $ 0.08 $ (0.77) $ 0.00 Net (loss) income per common share, diluted Continuing operations $ (0.28) $ 0.05 $ (0.77) $ (0.02) Discontinued operations — 0.03 — 0.02 $ (0.28) $ 0.08 $ (0.77) $ 0.00 (1) Loss from continuing operations for both the three and nine months ended September 30, 2023 includes $(12) of preferred stock dividend expense. (2) Amounts relate to shares of the Company’s Class A and Class C common stock outstanding. (3) For the three and nine months ended September 30, 2023, potential vesting of restricted Class A common stock of zero shares and 3,702 shares, respectively, are 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. The income allocable to such OP Units is allocated on this same basis and reflected as noncontrolling interests in the accompanying combined consolidated financial statements. As such, the assumed conversion of these OP Units would have no net impact on the determination of diluted earnings per share. Series A Redeemable Preferred Stock On June 28, 2023, the SEC declared effective the Company’s registration statement on Form S-11 (File No. 333-269415) (the “2023 Registration Statement”). On June 30, 2023, the Company filed a prospectus supplement 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. The Series A Preferred Stock ranks senior to all classes of the Company’s common stock. 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. 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. After year one two three four As of September 30, 2023, the Company had issued 152,222 shares of Series A Preferred Stock pursuant to the Series A Preferred Offering with net proceeds of approximately $3.4 million after commissions, dealer manager fees and discounts of approximately $0.4 million. The Company did not redeem any shares of Series A Preferred Stock during the nine months ended September 30, 2023. Operating Partnership and Long-Term Incentive Plan Units As of September 30, 2023, limited partners other than the Company owned approximately 68.27% of the common units of the Operating Partnership (7,368,303 OP Units, or 60.30%, is held by OP Unit holders, and 973,463 LTIP Units, or 7.97%, is held by LTIP Unit holders, including 4.48% which are not vested as of September 30, 2023). 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. 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. 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: (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, and (c) 125,491 and 24,753 C-LTIP Units, respectively, granted on August 15, 2023 for the second quarter 2023. 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 The Board has adopted, and the Company’s sole initial stockholder has approved, the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Individuals (the “BHM Individuals Plan”) and the Bluerock Homes Trust, Inc. 2022 Equity Incentive Plan for Entities (the “BHM Entities Plan”). Together, the Company refers to the BHM Individuals Plan and the BHM Entities Plan as the “BHM Incentive Plans.” The BHM Incentive Plans provide for the grant of options to purchase shares of our common stock, stock awards, stock appreciation rights, performance units, incentive awards and other equity-based awards, and are administered by the compensation committee of the Board. LTIP Unit Grants 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. 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. 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. Such LTIP Units will vest in equal installments on an annual basis over a three 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. During the three and nine months ended September 30, 2023, the Company recognized compensation expense for such LTIP Units of approximately $0.7 million and $1.7 million, respectively. Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations. As of September 30, 2023, there was $9.6 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 3.7 years. Restricted Stock Grants 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. Such RSGs will vest in equal installments on an annual basis over a three During the three and nine months ended September 30, 2023, the Company recognized compensation expense for such RSGs of approximately $0.05 million and $0.06 million, respectively. Such expense was recorded as part of general and administrative expenses in the Company’s consolidated statements of operations. As of September 30, 2023, there was $0.5 million of total unrecognized compensation expense related to the unvested RSGs granted under the BHM Incentive Plans. The remaining expense is expected to be recognized over a period of 2.5 years. The Company currently uses authorized and unissued shares to satisfy share award grants. Distributions Declaration Date Payable to stockholders of record as of Amount Paid / Payable Date Series A Preferred Stock (1) September 11, 2023 August 25, 2023 $ 0.125 October 5, 2023 September 11, 2023 September 25, 2023 $ 0.125 October 5, 2023 (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. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that the Company will continue to declare dividends or at this rate. 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. Distributions declared and paid for the nine months ended September 30, 2023 were as follows (amounts in thousands): Distributions 2023 Declared Paid Series A Preferred Stock $ 12 $ — Total $ 12 $ — |