Exhibit 99.2
![](https://capedge.com/proxy/8-K/0001144204-15-012092/ex99-2.jpg)
Bluerock Residential Growth REIT, Inc.
Fourth Quarter 2014
Supplement Financial Information
(Unaudited)
Table of Contents
Fourth Quarter Earnings | 3 | |
Financial and Operating Highlights | 11 | |
Share and Dividend Information | 12 | |
Financial Statistics | 13 | |
EBITDA and Interest Information | 14 | |
Recent Acquisitions and Dispositions | 15 | |
Portfolio Information | 16 | |
Development Properties | 17 | |
Condensed Consolidated Balance Sheets | 18 | |
Consolidated Statements of Operations | 19 | |
Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) | 20 | |
Debt Summary Information | 21 | |
First Quarter 2015 Outlook | 23 | |
Definitions of Non-GAAP Financial Measures | 24 | |
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” attached as Exhibit 99.1 to Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on November 18, 2014, and subsequent filings by the Company with the SEC, including our periodic reports. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Bluerock Residential Growth REIT Announces Fourth Quarter Results of
AFFO at $0.19 per share vs. Guidance of $0.15-$0.17 per share
New York, NY (February 26, 2015) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”)announced today its financial results for the quarter and year ended December 31, 2014.
Highlights
| § | Adjusted funds from operations (“AFFO”) per share grew to $0.19 per share for the fourth quarter of 2014 from a deficit of ($0.52) per share for the fourth quarter of 2013. AFFO for the fourth quarter of $0.19 per share exceeded the Company’s AFFO guidance of $0.15 to $0.17 per share. |
| § | Adjusted funds from operations (“AFFO”) grew to $1.7 million for the quarter from a deficit of ($0.6) million for the prior year quarter. |
| § | Total revenues grew 216% to $9.8 million for the quarter from $3.1 million for the prior year quarter. |
| § | Property operating expenses declined to 42.8% of revenue for the quarter, from 54.9% of revenue in the prior year quarter. |
| § | General and administrative expenses (excluding non-cash amortization) as a percentage of revenue declined to 3.5% for the quarter from 15.9% for the prior year quarter. |
| § | Property Net Operating Income (NOI) grew 190.5% to $6.1 million for the quarter, from $2.1 million in the prior year quarter. |
| § | Same store NOI increased 13.8% for the quarter, as compared to the prior year quarter. |
| § | Real estate investments, at cost, increased 79% to $300 million at December 31, 2014 from $168 million at the prior year end. |
| § | BRG invested in 2 properties totaling 602 units for a total commitment of $31.8 million since the beginning of the fourth quarter. BRG disposed of 3 properties for a weighted average IRR of 67.4%, and an equity multiple of 1.8 times since the beginning of the fourth quarter. |
| § | The Company declared monthly dividends for the first quarter of 2015 equal to a quarterly rate of $0.29 per share on the Company's Classes A and B common stock. This equates to a 9.3% annualized yield based on the closing price of $12.43 for the Class A common stock as of December 31, 2014. |
Management Commentary
“2014 was a pivotal year for the Company,” said Ramin Kamfar, the Company’s Chairman and CEO. “We successfully listed the Company on the NYSE MKT through our IPO in April, grew our portfolio substantially from five to eleven properties during the year, and commenced a monthly dividend at an annual rate of $1.16 per share. Since the IPO, our focus remains on growing the company through accretive acquisitions, and, as appropriate, dispositions to accretively recycle capital.”
“We currently have earmarked $80 million of cash to fund the acquisitions of our pipeline properties over the next several months. We believe the additional properties will significantly grow and strengthen our cash flow and AFFO in 2015,” added Mr. Kamfar.
Recent Acquisition and Disposition Activity
| § | On November 4, 2014, the Company acquired a 95% interest in a Class A, 2005 construction, 306-unit apartment community located in Orlando, Florida, known as ARIUM Grande Lakes. The total purchase price of the property was approximately $43.3 million. |
| § | On December 10, 2014 the Company disposed the Estates at Perimeter/Augusta property, in which it held a 25.0% interest, for an aggregate sales price of approximately $26.0 million, generating net proceeds to the Company of approximately $1.7 million and an IRR of 6.0%. |
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
| § | On December 18, the Company disposed of the Grove at Waterford property, in which it held a 60% interest, for an aggregate sales price of approximately $37.7 million, generating net proceeds to the Company of approximately $9.0 million and an IRR of 85.0%. |
| § | On January 12, 2015, the Company made a convertible preferred equity investment in a 269-unit Class A development property, located in Houston, Texas, known as Alexan Southside. The investment is structured to provide a 15% current return, with an option to convert into partial ownership of the underlying asset upon stabilization. |
| § | On January 14, 2015, the Company’s sold its 19.8% interest in 23Hundred@Berry Hill for an aggregate sales price of $61.2 million, generating net proceeds of approximately $7.3 million for the Company and an IRR of 60.0%. |
Financial Results Fourth Quarter 2014
AFFO for the fourth quarter of 2014 was $1.7 million, or $0.19 per diluted share, as compared to a deficit of ($0.6) million, or ($0.52) per share as compared to the prior year period. The increase in AFFO from the prior year period is driven by making additional investments in nine properties during 2014 and a reduction of cash general and administrative expenses as a percentage of revenue, and more favorable terms of our new management agreement, which began on April 2, 2014, the date of our initial public offering.
Net income attributable to common stockholders for the fourth quarter of 2014 was $2.6 million, as compared to a net loss of $1.1 million in the prior year period. The net income for the 2014 fourth quarter was partially the result of $4.1 million in gains on the sales of the Estates at Perimeter/Augusta and Grove at Waterford properties, offset by non-cash depreciation and amortization expense of $3.2 million.
Same Store Portfolio Performance
Same store NOI for the fourth quarter of 2014 increased by 13.8% from the same period in the prior year. There was a 6.2% increase in same store property revenues as compared to the same prior year period, primarily attributable to a 3.2% increase in average revenue per occupied unit, the acquisition of 22 additional units at our Enders property, and a 1.1% increase in average occupancy. In addition, same store expenses decreased 3.2% compared to prior year period, primarily due to a decrease in repair and maintenance expenses.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Portfolio Summary and Transaction Activity
The following is a summary of our investments as of December 31, 2014:
Property Name | | Location | | Year Built/ Renovated(1) | | Ownership Interest | | | Units | | | Average Rent | | | % Occupied | |
MDA Apartments | | Chicago, IL | | 2006 | | | 35.3 | % | | | 190 | | | $ | 2,232 | | | | 92.1 | % |
| | | | | | | | | | | | | | | | | | | | |
Alexan CityCentre | | Houston, TX | | Est. 2016 | | | N/A | (2) | | | 340 | | | $ | 2,144 | (2) | | | -(2) | |
| | | | | | | | | | | | | | | | | | | | |
Enders Place at Baldwin Park | | Orlando, FL | | 2003 | | | 89.5 | % | | | 220 | | | $ | 1,480 | | | | 97.3 | % |
| | | | | | | | | | | | | | | | | | | | |
23Hundred @ Berry Hill | | Nashville, TN | | 2014 | | | 19.8 | % | | | 266 | | | $ | 1,455 | | | | 94.0 | % |
| | | | | | | | | | | | | | | | | | | | |
UCF Orlando | | Orlando, FL | | Est. 2015 | | | N/A | (2) | | | 296 | | | $ | 1,211 | (2) | | | -(2) | |
| | | | | | | | | | | | | | | | | | | | |
Lansbrook Village | | Palm Harbor, FL | | 2004 | | | 76.8 | % | | | 588 | | | $ | 1,108 | | | | 92.5 | % |
| | | | | | | | | | | | | | | | | | | | |
Village Green of Ann Arbor | | Ann Arbor, MI | | 2013 | | | 48.6 | % | | | 520 | | | $ | 1,103 | | | | 96.0 | % |
| | | | | | | | | | | | | | | | | | | | |
ARIUM Grande Lakes | | Orlando, FL | | 2005 | | | 95.0 | % | | | 306 | | | $ | 1,081 | | | | 92.8 | % |
| | | | | | | | | | | | | | | | | | | | |
North Park Towers | | Southfield, MI | | 2000 | | | 100 | % | | | 313 | | | $ | 1,031 | | | | 94.2 | % |
| | | | | | | | | | | | | | | | | | | | |
Springhouse at Newport News | | Newport News, VA | | 1985 | | | 75.0 | % | | | 432 | | | $ | 814 | | | | 94.2 | % |
| | | | | | | | | | | | | | | | | | | | |
Villas at Oak Crest | | Chattanooga, TN | | 1999 | | | 67.8 | % | | | 209 | | | $ | 803 | | | | 97.6 | % |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Total/Average | | | | | | | | | | | 3,680 | | | $ | 1,165 | (3) | | | 94.3 | % |
(1) All dates are for the year construction was completed, except MDA City Apartments, Village Green of Ann Arbor, Villas at Oak Crest and North Park Towers, for which the date represents the most recent year that a significant renovation program was completed.
(2) Property is in development and the Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization. Average rent represents pro forma average rent expected upon stabilization.
(3)Total average excludes pro forma expected rent for the two development properties, Alexan CityCentre and UCF Orlando.
Q1 2015 Outlook: For the first quarter 2015, the Company anticipates AFFO in the range of $0.10 to $0.11 per share; and $0.26 to $0.28 per share on a pro forma basis. For assumptions underlying earnings guidance, please see the p. 23 of Company’s Q4 2014 Earnings Supplement available under Investor Relations on the Company’s website (www.bluerockresidential.com).
Dividend Details
On January 9, 2015, our board of directors authorized, and we declared, monthly dividends for the first quarter of 2015 equal to a quarterly rate of $0.29 per share on our Class A common stock and $0.29 per share on our Class B common stock, payable to the stockholders of record as of January 25, 2015, February 25, 2015 and March 25, 2015, which will be paid in cash on February 5, 2015, March 5, 2015 and April 5, 2015, respectively. Holders of OP and LTIP Units are entitled to receive "distribution equivalents" at the same time as dividends are paid to holders of our Class A common stock.
The declared dividends equal a monthly dividend on the Class A common stock and the Class B common stock as follows: $0.096666 per share for the dividend paid to stockholders of record as of January 25, 2015, $0.096667 per share for the dividend paid to stockholders of record as of February 25, 2015, and March 25, 2015. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Non-GAAP Financial Measures
The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below. Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable.
Funds from Operations and Adjusted Funds from Operations
Funds from operations (“FFO”) is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate Investment Trusts, or (“NAREIT's”), definition, as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.
In addition to FFO, we use adjusted funds from operations (“AFFO”). AFFO is a computation made by analysts and investors to measure a real estate company's operating performance by removing the effect of items that do not reflect ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added to net income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties, and subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only, we further adjust FFO to include any realized gains or losses on our real estate investments).
Our calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly incentive fee, if any, payable to our Manager.
Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
We made no investments, had one full disposition and two partial dispositions in 2013, and have acquired interests in nine additional properties and had three dispositions in 2014. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance (unaudited and dollars in thousands, except share and per share data).
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Net income (loss) attributable to common shareholders | | $ | 2,558 | | | $ | (1,080 | ) | | $ | (5,172 | ) | | $ | (2,971 | ) |
Add: Pro-rata share of depreciation and amortization(1) | | | 1,954 | | | | 539 | | | | 7,598 | | | | 2,441 | |
| | | 4,512 | | | | (541 | ) | | | 2,426 | | | | (530 | ) |
Less: Pro-rata share of | | | | | | | | | | | | | | | | |
(gain) loss on sale of joint venture interests | | | (6,113 | ) | | | 1 | | | | (6,560 | ) | | | (1,687 | ) |
Funds from Operations (FFO) | | $ | (1,601 | ) | | $ | (540 | ) | | $ | (4,134 | ) | | $ | (2,217 | ) |
Add: Pro-rata share of | | | | | | | | | | | | | | | | |
acquisition and disposition costs | | | 2,962 | | | | 11 | | | | 6,619 | | | | 475 | |
non-cash equity compensation | | | 435 | | | | 15 | | | | 1,112 | | | | 89 | |
Less: Pro-rata share of | | | | | | | | | | | | | | | | |
normally recurring capital expenditures | | | (126 | ) | | | (37 | ) | | | (378 | ) | | | (114 | ) |
Adjusted Funds from Operations (AFFO) | | $ | 1,670 | | | $ | (551 | ) | | $ | 3,219 | | | $ | (1,767 | ) |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding - diluted | | | 8,682,742 | | | | 1,054,125 | | | | 5,381,787 | | | | 1,032,339 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
PER SHARE INFORMATION: | | | | | | | | | | | | | | | | |
FFO - diluted | | $ | (0.18 | ) | | $ | (0.51 | ) | | $ | (0.77 | ) | | $ | (2.15 | ) |
AFFO - diluted | | $ | 0.19 | | | $ | (0.52 | ) | | $ | 0.60 | | | $ | (1.71 | ) |
(1) The real estate depreciation and amortization amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less amounts attributable to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA")
EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations unclouded by non-cash depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation of net income applicable to common stockholders to EBITDA (unaudited and dollars in thousands).
| | Three Month Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | | | | | | | | | | | |
Net income (loss) attributable to common stockholders | | $ | 2,558 | | | $ | (1,080 | ) | | $ | (5,172 | ) | | $ | (2,971 | ) |
Net income (loss) attributable to noncontrolling interest | | | 85 | | | | (449 | ) | | | (1,386 | ) | | | (1,442 | ) |
Interest expense | | | 2,468 | | | | 1,310 | | | | 8,168 | | | | 5,138 | |
Depreciation and amortization | | | 3,183 | | | | 1,229 | | | | 13,231 | | | | 5,813 | |
Amortization of share-based compensation | | | 435 | | | | 15 | | | | 1,112 | | | | 89 | |
Gain on sale of joint venture interest | | | — | | | | — | | | | (1,006 | ) | | | — | |
Equity in (gain) loss on sale of unconsolidated subsidiaries | | | (4,067 | ) | | | 1 | | | | (4,067 | ) | | | (1,604 | ) |
Acquisition costs | | | 850 | | | | (7 | ) | | | 4,378 | | | | 192 | |
Loss on early extinguishment of debt | | | — | | | | — | | | | 880 | | | | — | |
| | | | | | | | | | | | | | | | |
EBITDA | | $ | 5,512 | | | $ | 1,019 | | | $ | 16,138 | | | $ | 5,215 | |
Recurring Capital Expenditures
We define recurring capital expenditures as expenditures that are incurred at every property and exclude development, investment, revenue enhancing and non-recurring capital expenditures.
Non-Recurring Capital Expenditures
We define non-recurring capital expenditures as expenditures for significant projects that upgrade units or common areas and projects that are revenue enhancing.
Same Store Properties
Same store properties are conventional multifamily residential apartments which were owned and operational for the entire periods presented, including each comparative period.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Property Net Operating Income ("Property NOI")
We believe that net operating income, or NOI, is a useful measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income. We use NOI to evaluate our performance on a same store and non-same store basis because NOI measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance. The following table reflects same store and non-same store contributions to consolidated NOI together with a reconciliation of NOI to net loss as computed in accordance with GAAP for the periods presented (unaudited and amounts in thousands):
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2014(1) | | | 2013(1) | | | 2014(1) | | | 2013(1) | |
Net operating income | | | | | | | | | | | | |
Same store | | $ | 1,892 | | | $ | 1,663 | | | $ | 7,367 | | | $ | 6,964 | |
Non-same store | | | 4,220 | | | | 406 | | | | 11,796 | | | | 4,087 | |
Total net operating income | | | 6,112 | | | | 2,069 | | | | 19,163 | | | | 11,051 | |
Less: | | | | | | | | | | | | | | | | |
Interest expense | | | 2,560 | | | | 1,317 | | | | 8,620 | | | | 5,632 | |
Total property income | | | 3,552 | | | | 752 | | | | 10,543 | | | | 5,419 | |
Less: | | | | | | | | | | | | | | | | |
Noncontrolling interest pro-rata share of property income | | | 1,570 | | | | 751 | | | | 5,219 | | | | 4,061 | |
Other income (loss) related to JV/MM entities | | | 26 | | | | — | | | | 82 | | | | 10 | |
Pro-rata share of total properties’ income | | | 1,956 | | | | 1 | | | | 5,242 | | | | 1,348 | |
Less pro-rata share of: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 1,953 | | | | 672 | | | | 7,598 | | | | 2,574 | |
Line of credit interest, net | | | — | | | | 184 | | | | 191 | | | | 958 | |
Management fees | | | 442 | | | | 90 | | | | 978 | | | | 489 | |
Acquisition and disposition costs | | | 2,962 | | | | (95 | ) | | | 6,619 | | | | 370 | |
General and administrative | | | 604 | | | | 229 | | | | 2,604 | | | | 1,615 | |
Add pro-rata share of: | | | | | | | | | | | | | | | | |
Other income | | | 10 | | | | — | | | | 112 | | | | — | |
Equity in operating earnings of unconsolidated subsidiaries | | | 440 | | | | — | | | | 904 | | | | — | |
Gain on sale of joint venture interest | | | 6,113 | | | | (1 | ) | | | 6,560 | | | | 1,687 | |
Net (loss) income attributable to common stockholders | | $ | 2,558 | | | $ | (1,080 | ) | | $ | (5,172 | ) | | $ | (2,971 | ) |
(1) Same Store sales related to the following properties: Springhouse at Newport News, Enders Place at Baldwin Park and MDA Apartments.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Conference Call
All interested parties can listen to the live conference call webcast at 12:00 PM ET on Thursday, February 26, 2015 by dialing+1 (877) 270-2148 within the U.S., or +1 (412) 902-6510, and requesting the "Bluerock Residential Conference." For those who are not available to listen to the live call, thewebcast will be available forreplay on the Company’s websitetwo hours after the call concludes,and will remain available until March 26, 2015 athttp://services.choruscall.com/links/blue150226.html, as well as bydialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10060136.
About Bluerock Residential Growth REIT, Inc.
Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust formed to acquire a diversified portfolio of institutional-quality apartment properties in demographically attractive growth markets throughout the United States. The Company has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes. Please visit the Company’s website atwww.bluerockresidential.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” attached as Exhibit 99.1 to Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on November 18, 2014, and subsequent filings by the Company with the SEC, including our periodic reports. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.
Contact
(Media)
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com
##
Bluerock Residential Growth REIT, Inc.
Financial and Operating Highlights
For the Three Months and Year Ended December 31, 2014 and 2013
(Unaudited and dollars in thousands except for share and per share data)
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
OPERATING INFORMATION | | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | | | | | | | | | | | |
Total revenue | | $ | 9,815 | | | $ | 3,074 | | | $ | 30,363 | | | $ | 12,070 | |
| | | | | | | | | | | | | | | | |
Property operating margins | | | 57.2 | % | | | 45.1 | % | | | 56.5 | % | | | 53.9 | % |
| | | | | | | | | | | | | | | | |
General and administrative expenses as a percentage of revenue(1) | | | 3.5 | % | | | 15.9 | % | | | 5.5 | % | | | 14.1 | % |
| | | | | | | | | | | | | | | | |
Property NOI(2) | | $ | 6,112 | | | $ | 2,069 | | | $ | 19,163 | | | $ | 11,051 | |
| | | | | | | | | | | | | | | | |
AFFO per share (3) | | $ | 0.19 | | | $ | (0.52 | ) | | $ | 0.60 | | | $ | (1.71 | ) |
(1) General and administrative expenses exclude non-cash amortization.
(2) See page 9 for a reconciliation of net income attributable to common stockholders to this non-GAAP measurement and the Company's definition of this non-GAAP measurement and reasons for using it. Amounts are inclusive of the Company's equity method investments for operating properties.
(3) See page 24 for the Company's definition of this non-GAAP measurement and reasons for using it.
Bluerock Residential Growth REIT, Inc.
Share and Dividend Information
Fourth Quarter 2014
(Unaudited and dollars in thousands except for share and per share data)
Weighted Average Common Shares and Units Outstanding at December 31, 2014 |
Class A common stock | | | 7,300,230 | |
Class B-1 common stock | | | 353,630 | |
Class B-2 common stock | | | 353,630 | |
Class B-3 common stock | | | 353,629 | |
LTIP Units | | | 325,578 | |
OP Units | | | 282,759 | |
Weighted Average Common Shares and Units Outstanding, Diluted | | | 8,969,456 | |
| | | | |
Outstanding Common Shares and Units at December 31, 2014 | | | 9,200,414 | |
| | | | |
Common Dividend Yield | | | | |
Annualized dividend rate (1) | | $ | 1.16 | |
Price per share (2) | | $ | 12.43 | |
Annualized dividend yield | | | 9.33 | % |
(1)Annualized rate based on $0.29 quarterly dividend for the quarter ending December 31, 2014. Actual dividend amounts will be determined by the Board of Directors.
(2) Closing share price of $12.43 as of December 31, 2014.
Bluerock Residential Growth REIT, Inc.
Financial Statistics
Fourth Quarter 2014
(Unaudited and dollars in thousands except for share and per share data)
| | Consolidated | | | Noncontrolling Interests' Share | | | BRG's Share | |
| | Three Months Ended | | | Three Months Ended | | | Three Months Ended | |
| | December 31, 2014 | | | December 31, 2014 | | | December 31, 2014 | |
| | | | | | | | | |
Enterprise Value | | | | | | | | | |
Total market cap | | $ | 110,846 | | | $ | - | | | $ | 110,846 | |
Total debt (1) | | $ | 211,970 | | | $ | (70,544 | ) | | $ | 141,426 | |
Total Enterprise Value | | $ | 322,816 | | | $ | (70,544 | ) | | $ | 252,272 | |
Total Debt / Total Enterprise Value | | | 65.7 | % | | | | | | | 56.1 | % |
Net Debt / Total Enterprise Value | | | 55.1 | % | | | | | | | 43.2 | % |
| | | | | | | | | | | | |
Leverage | | | | | | | | | | | | |
Total debt (1) | | $ | 211,970 | | | $ | (70,544 | ) | | $ | 141,426 | |
Total undepreciated assets(2) | | $ | 357,361 | | | $ | (110,769 | ) | | $ | 246,592 | |
Total Debt / Total Undepreciated Assets | | | 59.3 | % | | | | | | | 57.4 | % |
Net Debt / Total Undepreciated Asset | | | 49.8 | % | | | | | | | 44.2 | % |
| | | | | | | | | | | | |
Net Debt / Adjusted EBITDA Ratio | | | | | | | | | | | | |
Total debt (1) | | $ | 211,970 | | | $ | (70,544 | ) | | $ | 141,426 | |
Less: cash (3) | | $ | (34,150 | ) | | $ | 1,635 | | | $ | (32,515 | ) |
Net debt (less cash) | | $ | 177,820 | | | $ | (68,909 | ) | | $ | 108,911 | |
Adjusted Q4 EBITDA (annualized)* | | $ | 14,636 | | | $ | (2,372 | ) | | $ | 12,264 | |
Net Debt / Adjusted EBITDA Ratio | | | 12.15 | x | | | | | | | 8.88 | x |
| | | | | | | | | | | | |
Interest Coverage Ratio | | | | | | | | | | | | |
Adjusted Q4 EBITDA (annualized)* | | $ | 14,636 | | | $ | (2,372 | ) | | $ | 12,264 | |
Adjusted Q4 interest expense (annualized)* | | $ | 8,192 | | | $ | (2,336 | ) | | $ | 5,856 | |
Interest Coverage Ratio | | | 1.79 | x | | | | | | | 2.09 | x |
| | | | | | | | | | | | |
Quarterly Fixed Charge Coverage Ratio | | | | | | | | | | | | |
Adjusted Q4 interest expense(4) | | $ | 2,048 | | | $ | (584 | ) | | $ | 1,464 | |
Secured debt principal amortization | | $ | 230 | | | $ | (66 | ) | | $ | 164 | |
Total fixed charges | | $ | 2,278 | | | $ | (650 | ) | | $ | 1,628 | |
Adjusted Q4 EBITDA | | $ | 3,659 | | | $ | (593 | ) | | $ | 3,066 | |
Adjusted Q4 EBITDA fixed charge coverage ratio | | | 1.61 | x | | | | | | | 1.88 | x |
(1) Total debt excludes amortization of fair market value adjustments of $0.9 million.
(2) Total undepreciated assets is calculated as total assets plus accumulated depreciation on real estate assets.
(3) Cash includes cash, cash equivalents, and restricted cash.
4)Interest expense excludes fair market value adjustments of $0.1 million.
*Adjustment to EBITDA and interest expense represents the implied impact over the full period of the following acquistion and disposition transaction activity assuming the transactions had occured on October 1, 2014: (i) acquisition of Grande Lakes and (ii) disposition of Estates at Perimeter and Grove at Waterford. Actual results may differ significantly from the annualized amounts.
Bluerock Residential Growth REIT, Inc.
EBITDA and Interest Information
Fourth Quarter 2014
(Unaudited and dollars in thousands)
| | | | | Noncontrolling | | | | |
| | Consolidated | | | Interests' Share | | | BRG's Share | |
| | Three Months Ended | | | Three Months Ended | | | Three Months Ended | |
| | December 31, 2014 | | | December 31, 2014 | | | December 31, 2014 | |
| | | | | | | | | |
EBITDA | | | | | | | | | |
Net income attributable to common stockholders | | $ | 2,558 | | | $ | - | | | $ | 2,558 | |
Net income attributable to noncontrolling interest | | | 85 | | | | (85 | ) | | | - | |
Interest expense | | | 2,468 | | | | (826 | ) | | | 1,642 | |
Acquisition costs | | | 850 | | | | (63 | ) | | | 787 | |
Depreciation and amortization | | | 3,183 | | | | (1,230 | ) | | | 1,953 | |
Amortization of share-based compensation | | | 435 | | | | - | | | | 435 | |
EBITDA before gain on sale of real estate and other assets | | $ | 9,579 | | | $ | (2,204 | ) | | $ | 7,375 | |
Gain on sale of real estate and other assets | | | (4,067 | ) | | | 129 | | | | (3,938 | ) |
EBITDA(1) | | $ | 5,512 | | | $ | (2,075 | ) | | $ | 3,437 | |
| | | | | | | | | | | | |
Adjusted Q4 EBITDA calculation(2) | | | | | | | | | | | | |
EBITDA | | $ | 5,512 | | | $ | (2,075 | ) | | $ | 3,437 | |
Adjustment | | | (1,853 | ) | | | 1,482 | | | | (371 | ) |
Adjusted Q4 EBITDA | | $ | 3,659 | | | $ | (593 | ) | | $ | 3,066 | |
Adjusted Q4 EBITDA annualized | | $ | 14,636 | | | $ | (2,372 | ) | | $ | 12,264 | |
| | | | | | | | | | | | |
Adjusted Q4 interest calculation(2) | | | | | | | | | | | | |
Interest Expense | | $ | 2,468 | | | $ | (826 | ) | | $ | 1,642 | |
Adjustment | | | (420 | ) | | | 242 | | | | (178 | ) |
Adjusted Q4 interest expense | | $ | 2,048 | | | $ | (584 | ) | | $ | 1,464 | |
Adjusted Q4 interest expense annualized | | $ | 8,192 | | | $ | (2,336 | ) | | $ | 5,856 | |
(1) See page 25 for a reconciliation of net income applicable to common shares to EBITDA and the Company's definition of EBITDA and reasons for using it.
(2)Adjustment to EBITDA and interest expense represents the implied impact over the full period of the following acquistion and disposition transaction activity assuming the transactions had occured on October 1, 2014: (i) acquisition of Grande Lakes and (ii) disposition of Estates at Perimeter and Grove at Waterford. Actual results may differ significantly from the annualized amounts.
Bluerock Residential Growth REIT, Inc.
Recent Acquisitions and Dispositions
(Unaudited and dollars in millions, except unit and per unit data)
Summary of Recent Acquisitions
Property | | Location | | Date Acquired | | Date Built/ Renovated (6) | | Number of Units | | | Ownership Interest in Property | | | Purchase Price / Cost | | | Average Rent(7) | |
| | | | | | | | | | | | | | | | | | |
ARIUM Grande Lakes | | Orlando, FL | | 11/4/2014 | | 2005 | | | 306 | | | | 95.0 | % | | $ | 43.3 | | | $ | 1,081 | |
| | | | | | | | | | | | | | | | | | | | | | |
Enders (1) | | Orlando, FL | | 9/10/2014 | | 2003 | | | 220 | | | | 89.5 | % | | | 37.0 | | | | 1,480 | |
| | | | | | | | | | | | | | | | | | | | | | |
UCF Orlando(2) | | Orlando, FL | | 7/29/2014 | | 2015 | | | 296 | | | | -(3) | | | | 36.8 | | | | 1,211 | |
| | | | | | | | | | | | | | | | | | | | | | |
Alexan CityCentre(2) | | Houston, TX | | 7/1/2014 | | 2017 | | | 340 | | | | -(3) | | | | 77.7 | | | | 2,144 | |
Lansbrook Village | | Palm Harbor, FL | | 5/23/2014 | | 2004 | | | 588 | | | | 76.8 | % | | | 58.6 | | | | 1,108 | |
| | | | | | | | | | | | | | | | | | | | | | |
North Park Towers | | Southfield, MI | | 4/3/2014 | | 2000 | | | 313 | | | | 100.0 | % | | | 15.6 | | | | 1,031 | |
| | | | | | | | | | | | | | | | | | | | | | |
Springhouse (4) | | Newport News, VA | | 4/2/2014 | | 1985 | | | 432 | | | | 75.0 | % | | | 32.5 | | | | 814 | |
Village Green | | Ann Arbor, MI | | 4/2/2014 | | 2013 | | | 520 | | | | 48.6 | % | | | 57.7 | | | | 1,103 | |
| | | | | | | | | | | | | | | | | | | | | | |
Villas at Oak Crest(5) | | Chattonooga, TN | | 4/2/2014 | | 1999 | | | 209 | | | | 67.2 | % | | | 16.7 | | | | 803 | |
Total/Average | | | | | | | | | 3,224 | | | | | | | $ | 375.8 | | | $ | 1,052 | |
(1)Acquired an additional 41.1% ownership interest and 22 units.
(2)Alexan and UCF are estimates based on current development budgets.
(3) Alexan and UCF are preferred convertible equity investments which earn a preferred return of 15% and are convertible to common equity at BRG's option upon stabilization.
(4) Acquired an additional 36.75% interest.
(5) Villas at Oak Crest is a preferred equity investment which earns a preferred return of 15%.
(6) Represents the year of the most recently completed significant renovation or year built if there have been no significant renovations.
(7) Average rent represents the average monthly rent of occupied units during the quarter. The average excludes our two development properties, Alexan CityCentre and UCF Orlando.
Summary of Recent Sales
Property | | Location | | Date Sold | | Units | | | Ownership Interest in Property | | | Sale Price | | | BRG Net Proceeds | | | IRR | |
23Hundred @ Berry Hill | | Nashville, TN | | 1/14/2015 | | | 266 | | | | 19.8 | % | | $ | 61.2 | | | $ | 7.3 | | | | 60 | % |
Grove at Waterford | | Hendersonville, TN | | 12/18/2014 | | | 252 | | | | 60.0 | % | | | 37.7 | | | | 9.0 | | | | 85 | % |
The Estates at Perimeter | | Augusta, GA | | 12/10/2014 | | | 240 | | | | 25.0 | % | | | 26.0 | | | | 1.7 | | | | 6 | % |
The Reserve at Creekside Village | | Chattanooga, TN | | 3/28/2014 | | | 192 | | | | 24.7 | % | | | 18.9 | | | | 1.2 | | | | 29 | % |
Total/Weighted Average | | | | | | | 950 | | | | | | | $ | 143.8 | | | $ | 19.2 | | | | 65 | % |
Bluerock Residential Growth REIT, Inc.
Portfolio Information
Fourth Quarter 2014
(Unaudited)
Properties | | Location | | Number of Units | | | Year Built/ Renovated(1) | | Average Monthly Rent(6) | | | Revenue per Occupied Unit(10) | | | Average Occupancy | |
Same Store Properties: | | | | | | | | | | | | | | | | |
Springhouse at Newport News | | Newport News, VA | | | 432 | | | 1985 | | $ | 814 | | | $ | 832 | | | | 93.2 | % |
Enders Place at Baldwin Park | | Orlando, FL | | | 220 | | | 2003 | | | 1,480 | | | | 1,541 | | | | 97.3 | % |
MDA Apartments | | Chicago, IL | | | 190 | | | 2006 | (2) | | 2,232 | (7) | | | 2,249 | (11) | | | 93.8 | % |
Total Same Store Properties | | | | | 842 | | | | | $ | 1,311 | | | $ | 1,341 | | | | 94.6 | % |
| | | | | | | | | | | | | | | | | | | | |
Non Same Store Properties: | | | | | | | | | | | | | | | | | | | | |
Villas at Oak Crest | | Chattanooga, TN | | | 209 | | | 1999 | (3) | $ | 803 | | | $ | 858 | | | | 98.2 | % |
Village Green | | Ann Arbor, MI | | | 520 | | | 2013 | (4) | | 1,103 | | | | 1,138 | | | | 98.0 | % |
North Park Towers | | Southfield, MI | | | 313 | | | 2000 | | | 1,031 | | | | 1,100 | | | | 92.8 | % |
23Hundred@Berry Hill | | Nashville, TN | | | 266 | | | 2014 | | | 1,455 | | | | 1,474 | | | | 96.7 | % |
Lansbrook Village | | Palm Harbor, FL | | | 588 | | | 2004 | (5) | | 1,108 | | | | 1,148 | | | | 94.5 | % |
Grande Lakes | | Orlando, FL | | | 306 | | | 2005 | | | 1,081 | | | | 1,119 | | | | 92.2 | % |
Total Non Same Store Properties | | | | | 2,202 | | | | | $ | 1,106 | | | $ | 1,148 | | | | 95.5 | % |
| | | | | | | | | | | | | | | | | | | | |
Development Properties: | | | | | | | | | | | | | | | | | | | | |
Alexan CityCentre | | Houston, TX | | | 340 | | | 2016 | | $ | 2,144 | (8) | | | N/A | | | | N/A | |
UCF Orlando | | Orlando, FL | | | 296 | | | 2015 | | | 1,211 | (8) | | | N/A | | | | N/A | |
Total Development Properties | | | | | 636 | | | | | $ | 1,710 | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | |
Total Portfolio | | | | | 3,680 | | | | | $ | 1,165 | (9) | | $ | 1,203 | (9) | | | 95.2 | % |
| (1) | Represents the year of the most recently completed significant renovation or year built if there have been no significant renovations. |
| (2) | The MDA property’s original structure was built in 1929 as an office building. The MDA property underwent a complete rehabilitation in 2006, converting the structure into a high-rise apartment community. |
| (3) | Phase I (1985) features 121 units, with 88 units added in phase II (1999). |
| (4) | The Village Green property was constructed in rolling phases from 1989 to 1992 and renovated in 2013. |
| (5) | The Lansbrook property was constructed in rolling phases from 1998 to 2004. |
| (6) | Average monthly rent per unit represents the average monthly rent of occupied units during the period. |
| (7) | Average monthly rent excluding the property’s retail space was $2,082. |
| (8) | Represents expected pro forma rent upon stabilization. |
| (9) | Total excludes development properties, Alexan CityCentre and UCF Orlando. |
| (10) | Revenue per occupied unit is total revenue divided by average number of occupied units during the period. |
| (11) | Revenue per occupied unit excluding the property’s retail space was $2,099. |
Bluerock Residential Growth REIT, Inc.
Development Properties
As of December 31, 2014
(Unaudited and dollars in thousands except for share and per share data)
This table includes forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause results to vary from those projected. Please see the paragraph on forward-looking statements on page [10] of this document for a discussion of risks and uncertainties.
| | | | | | | | | | | | | | Estimated/Actual Dates for |
Under Construction(1) | | Total Units | | | Construction Cost | | | Cost to Date | | | Total Debt | | | Construction Start | | Initial Occupancy | | Construction Completion | | Stablized Operations(2) |
Alexan CityCentre | | | 340 | | | $ | 81.8 | | | $ | 22.8 | | | $ | 57.0 | | | 4Q14 | | 4Q16 | | 3Q17 | | 4Q17 |
UCF Orlando | | | 296 | | | $ | 36.8 | | | $ | 18.5 | | | $ | 27.5 | | | 2Q14 | | 3Q15 | | 4Q15 | | 2Q16 |
(1)Properties are under development and the Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization.
(2)We defined stabilized occupancy as the earlier of the attainment of 90% physical occupancy or one year after the completion of construction.
Bluerock Residential Growth REIT, Inc.
Condensed Consolidated Balance Sheets
Fourth Quarter 2014
(Unaudited and dollars in thousands except for share and per share data)
| | December 31, 2014 | | | December 31, 2013 | |
| | (Unaudited) | | | | |
| | | | | | |
ASSETS | | | | | | |
Net Real Estate Investments | | | | | | |
Land | | $ | 37,909 | | | $ | 25,750 | |
Buildings and improvements | | | 240,074 | | | | 102,761 | |
Construction in progress | | | — | | | | 16,696 | |
Furniture, fixtures and equipment | | | 6,481 | | | | 2,942 | |
Total Gross Operating Real Estate Investments | | | 284,464 | | | | 148,149 | |
Accumulated depreciation | | | (10,992 | ) | | | (4,516 | ) |
Total Net Operating Real Estate Investments | | | 273,472 | | | | 143,633 | |
Operating real estate held for sale, net | | | 14,939 | | | | 19,372 | |
Total Net Real Estate Investments | | | 288,411 | | | | 163,005 | |
Cash and cash equivalents | | | 23,059 | | | | 2,984 | |
Restricted cash | | | 11,091 | | | | 2,002 | |
Due from affiliates | | | 570 | | | | 514 | |
Accounts receivable, prepaids and other assets | | | 753 | | | | 1,434 | |
Investments in unconsolidated real estate joint ventures | | | 18,331 | | | | 1,254 | |
In-place lease value, net | | | 745 | | | | — | |
Deferred financing costs, net | | | 2,199 | | | | 762 | |
Non-real estate assets associated with operating real estate held for sale | | | 927 | | | | — | |
Assets related to discontinued operations | | | — | | | | 571 | |
Total Assets | | $ | 346,086 | | | $ | 172,526 | |
| | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | |
Mortgages payable | | $ | 201,343 | | | $ | 96,535 | |
Mortgage payable associated with operating real estate held-for-sale | | | 11,500 | | | | — | |
Line of credit | | | — | | | | 7,571 | |
Accounts payable | | | 634 | | | | 2,397 | |
Other accrued liabilities | | | 3,345 | | | | 2,280 | |
Due to affiliates | | | 1,946 | | | | 2,254 | |
Distributions payable | | | 889 | | | | 143 | |
Liabilities associated with operating real estate held for sale | | | 418 | | | | — | |
Liabilities related to discontinued operations | | | — | | | | 15,263 | |
Total Liabilities | | | 220,075 | | | | 126,443 | |
Stockholders’ Equity | | | | | | | | |
Preferred stock, $0.01 par value, 250,000,000 shares authorized; none issued and outstanding as of December 31, 2014 and December 31, 2013 | | | — | | | | — | |
Common stock, $0.01 par value, no and 749,999,000 shares authorized as of December 31, 2014 and December 31, 2013, respectively; no and 2,413,811 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | | | — | | | | 24 | |
Common stock - Class A, $0.01 par value, 747,586,185 and no shares authorized as of December 31, 2014 and December 31, 2013, respectively; 7,531,188 and no shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | | | 75 | | | | — | |
Common stock - Class B-1, $0.01 par value, 804,605 and no shares authorized as of December 31, 2014 and December 31, 2013, respectively; 353,630 and no shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | | | 4 | | | | — | |
Common stock - Class B-2, $0.01 par value, 804,605 and no shares authorized as of December 31, 2014 and December 31, 2013, respectively; 353,630 and no shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | | | 4 | | | | — | |
Common stock - Class B-3, $0.01 par value, 804,605 and no shares authorized as of December 31, 2014 and December 31, 2013, respectively; 353,629 and no shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively | | | 4 | | | | — | |
Nonvoting convertible stock, $0.01 par value per share; no shares authorized, issued or outstanding, as of December 31, 2014 and 1,000 shares authorized, issued and outstanding as of December 31, 2013 | | | — | | | | — | |
Additional paid-in-capital | | | 113,511 | | | | 21,747 | |
Cumulative distributions and net losses | | | (21,213 | ) | | | (9,770 | ) |
Total Stockholders’ Equity | | | 92,385 | | | | 12,001 | |
Noncontrolling Interests | | | | | | | | |
Operating partnership units | | | 2,949 | | | | — | |
Partially owned properties | | | 30,677 | | | | 34,082 | |
Total Noncontrolling Interests | | | 33,626 | | | | 34,082 | |
Total Equity | | | 126,011 | | | | 46,083 | |
TOTAL LIABILITIES AND EQUITY | | $ | 346,086 | | | $ | 172,526 | |
Bluerock Residential Growth REIT, Inc.
Consolidated Statements of Operations
For the Three Months and Year Ended December 31, 2014 and 2013
(Unaudited and dollars in thousands except for share and per share data)
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Revenues | | | | | | | | | | | | |
Net rental income | | $ | 9,444 | | | $ | 2,920 | | | $ | 29,198 | | | $ | 11,675 | |
Other property revenues | | | 371 | | | | 154 | | | | 1,165 | | | | 395 | |
Total revenues | | | 9,815 | | | | 3,074 | | | | 30,363 | | | | 12,070 | |
Expenses | | | | | | | | | | | | | | | | |
Property operating | | | 4,205 | | | | 1,687 | | | | 13,213 | | | | 5,568 | |
General and administrative | | | 645 | | | | 503 | | | | 2,694 | | | | 1,794 | |
Management fees | | | 456 | | | | 115 | | | | 1,004 | | | | 489 | |
Acquisition costs | | | 850 | | | | (7 | ) | | | 4,378 | | | | 192 | |
Depreciation and amortization | | | 3,183 | | | | 1,063 | | | | 13,047 | | | | 5,152 | |
Total expenses | | | 9,339 | | | | 3,361 | | | | 34,336 | | | | 13,195 | |
Operating income (loss) | | | 476 | | | | (287 | ) | | | (3,973 | ) | | | (1,125 | ) |
Other income (expense) | | | | | | | | | | | | | | | | |
Other income | | | — | | | | — | | | | 185 | | | | — | |
Equity in income (loss) of unconsolidated subsidiaries | | | 574 | | | | (5 | ) | | | 1,066 | | | | (103 | ) |
Equity in gain (loss) on sale of unconsolidated subsidiaries | | | 4,067 | | | | (1 | ) | | | 4,067 | | | | 1,604 | |
Interest expense, net | | | (2,468 | ) | | | (1,134 | ) | | | (8,019 | ) | | | (4,595 | ) |
Total other income (expense) | | | 2,173 | | | | (1,140 | ) | | | (2,701 | ) | | | (3,094 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) from continuing operations | | | 2,649 | | | | (1,427 | ) | | | (6,674 | ) | | | (4,219 | ) |
| | | | | | | | | | | | | | | | |
Discontinued operations | | | | | | | | | | | | | | | | |
Loss on operations of rental property | | | (6 | ) | | | (102 | ) | | | (10 | ) | | | (194 | ) |
Loss on early extinguishment of debt | | | — | | | | — | | | | (880 | ) | | | — | |
Gain on sale of joint venture interest | | | — | | | | — | | | | 1,006 | | | | — | |
(Loss) income from discontinued operations | | | (6 | ) | | | (102 | ) | | | 116 | | | | (194 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) | | | 2,643 | | | | (1,529 | ) | | | (6,558 | ) | | | (4,413 | ) |
Net income (loss) attributable to noncontrolling interests | | | | | | | | | | | | | | | | |
Operating partner units | | | 83 | | | | — | | | | (238 | ) | | | — | |
Partially-owned properties | | | 2 | | | | (449 | ) | | | (1,148 | ) | | | (1,442 | ) |
Net income (loss) attributable to noncontrolling interests | | | 85 | | | | (449 | ) | | | (1,386 | ) | | | (1,442 | ) |
Net income (loss) attributable to common stockholders | | $ | 2,558 | | | $ | (1,080 | ) | | $ | (5,172 | ) | | $ | (2,971 | ) |
Bluerock Residential Growth REIT, Inc.
Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)
For the Three Months and Year Ended December 31, 2014 and 2013
(Unaudited and dollars in thousands except for share and per share data)
| | Three Months Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Net income (loss) attributable to common shareholders | | $ | 2,558 | | | $ | (1,080 | ) | | $ | (5,172 | ) | | $ | (2,971 | ) |
Add: Pro-rata share of depreciation and amortization(1) | | | 1,954 | | | | 539 | | | | 7,598 | | | | 2,441 | |
Less: Pro-rata share of (gain) loss on sale of joint venture interests | | | (6,113 | ) | | | 1 | | | | (6,560 | ) | | | (1,687 | ) |
Funds from Operations (FFO)(2) | | $ | (1,601 | ) | | $ | (540 | ) | | $ | (4,134 | ) | | $ | (2,217 | ) |
Add: Pro-rata share of | | | | | | | | | | | | | | | | |
acquisition and disposition costs | | | 2,962 | | | | 11 | | | | 6,619 | | | | 475 | |
non-cash equity compensation | | | 435 | | | | 15 | | | | 1,112 | | | | 89 | |
Less: Pro-rata share of normally recurring capital expenditures | | | (126 | ) | | | (37 | ) | | | (378 | ) | | | (114 | ) |
Adjusted Funds from Operations (AFFO)(2) | | $ | 1,670 | | | $ | (551 | ) | | $ | 3,219 | | | $ | (1,767 | ) |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding(3) | | | 8,682,742 | | | | 1,054,125 | | | | 5,381,787 | | | | 1,032,339 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
PER SHARE INFORMATION: | | | | | | | | | | | | | | | | |
FFO - diluted | | $ | (0.18 | ) | | $ | (0.51 | ) | | $ | (0.77 | ) | | $ | (2.15 | ) |
AFFO - diluted | | $ | 0.19 | | | $ | (0.52 | ) | | $ | 0.60 | | | $ | (1.71 | ) |
(1) The real estate depreciation and amortization amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less amounts attributable to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments.
(2) See page 24 for the Company's definitions of these non-GAAP measurements. Individual line items included in FFO and AFFO calculations include results from discontinued operations where applicable.
(3) Total weighted average common shares for the quarter, including OP units of 282,759, was 8,969,456. AFFO related to the OP units is excluded from the calculation above. When including both, AFFO attributable to OP units and 282,759 of OP units in the weighted average share count, in the above calcualtion, AFFO is $0.19 per share.
Bluerock Residential Growth REIT, Inc.
Debt Summary Information
As of December 31, 2014
(Unaudited and dollars in thousands except for share and per share data)
Debt Outstanding
| | Outstanding Principal | | | Interest Rate | | | Fixed/ Floating | | Maturity Date |
Springhouse at Newport News | | $ | 22,515 | | | | 5.66 | % | | Fixed | | January 1, 2020 |
Enders Place at Baldwin Park(1) | | | 25,475 | | | | 4.30 | % | | Fixed | | November 1, 2022 |
MDA Apartments | | | 37,600 | | | | 5.35 | % | | Fixed | | January 1, 2023 |
Village Green of Ann Arbor | | | 43,078 | | | | 3.92 | % | | Fixed | | October 1, 2022 |
Lansbrook Village | | | 42,357 | | | | 4.44 | % | | Fixed/Floating(2) | | March 31, 2018 |
Grande Lakes | | | 29,444 | | | | 1.82 | % | | Floating(3) | | December 1, 2024 |
Total | | | 200,469 | | | | | | | | | |
Fair value adjustments | | | 874 | | | | | | | | | |
Total continuing operations | | | 201,343 | | | | | | | | | |
North Park Towers - held for sale | | | 11,500 | | | | 5.65 | % | | Fixed | | January 6, 2024 |
Total | | $ | 212,843 | | | | | | | | | |
| | | | | | | | | | | | |
Weighted Average Interest Rate | | | 4.31 | % | | | | | | | | |
| | | | | | | | | | | | |
Note:The above schedule does not include a mortgage note of $23.6 million related to 23Hundred@Berry Hill property as the property is accounted for under the equity method and is not consolidated. The note bears a 3.00% floating rate with a maturity date of September 30, 2015. The floating rate is benchmarked to three-month Libor plus 2.50%. 23Hundred@Berry Hill property was sold on January 14, 2015.
(1) The principal includes a $17.5 million loan at a 3.97% interest rate and a $8.0 million supplemental loan that bears interest at 5.01%.
(2) The principal includes a $42.0 million loan at a fixed 4.45% interest rate and an additional $357,000 subsequent loan for additional unit acquistions that bears interest rate of one-month LIBOR plus 3.00%; as of December 31, 2014 the subsequent loan had an interest rate of 3.25%.
(3) ARIUM Grande Lakes senior loan bears interest at a floating rate of 1.67% plus one month LIBOR. At December 31, 2014, the interest rate was 1.82%.
Debt Maturity Schedule
Year | | | Fixed Rate | | | Floating Rate | | | Total | | | % of Total | |
| 2015 | | | $ | 1,411 | | | $ | - | | | $ | 1,411 | | | | 0.67 | % |
| 2016 | | | | 2,702 | | | | 5 | | | | 2,707 | | | | 1.28 | % |
| 2017 | | | | 3,019 | | | | 7 | | | | 3,026 | | | | 1.43 | % |
| 2018 | | | | 43,290 | | | | 345 | | | | 43,635 | | | | 20.59 | % |
| 2019 | | | | 2,573 | | | | - | | | | 2,573 | | | | 1.21 | % |
| Thereafter | | | | 129,174 | | | | 29,444 | | | | 158,617 | | | | 74.83 | % |
| Total | | | $ | 182,169 | | | $ | 29,801 | | | $ | 211,969 | | | | 100.00 | % |
Bluerock Residential Growth REIT, Inc.
Debt Summary Information Continued
As of December 31, 2014
(Unaudited and dollars in thousands except for share and per share data)
| | Amounts | | | % of Total | | | Weighted Average Rates | | | Weighted Average Maturities (years) | |
Continuting Operations | | | | | | | | | | | | |
Secured Fixed Rate Debt: | | $ | 171,542 | | | | 85.2 | % | | | 4.67 | % | | | 6.3 | |
Secured Floating Rate Debt: | | | 29,801 | | | | 14.8 | % | | | 1.84 | % | | | 9.8 | |
Total Secured Continuing Operations: | | $ | 201,343 | | | | 100.0 | % | | | 4.25 | % | | | 6.8 | |
| | | | | | | | | | | | | | | | |
Held for Sale | | | | | | | | | | | | | | | | |
Secured Fixed Rate Debt: | | $ | 11,500 | | | | 100.0 | % | | | 5.65 | % | | | 9.0 | |
Secured Floating Rate Debt: | | | - | | | | - | | | | - | | | | - | |
Total Secured Held for Sale: | | $ | 11,500 | | | | 100.0 | % | | | 5.65 | % | | | 9.0 | |
| | | | | | | | | | | | | | | | |
Total: | | $ | 212,843 | | | | 100.0 | % | | | 4.31 | % | | | 7.0 | |
Bluerock Residential Growth REIT, Inc.
2015 First Quarter Outlook
(Unaudited and dollars in thousands except for per share data)
| | 2015 First Quarter Outlook | |
| | ($ in thousands except per share amounts) | |
| | Q1 - Projected | | | Q1 - Proforma (7) | |
Earnings | | | | | | |
Adjusted Funds From Operations per share | | | $0.10 - $0.11 | | | | $0.26 - $0.28 | |
| | | | | | | | |
Operations | | | | | | | | |
Revenue (1) | | | $8,650 - $8,770 | | | | $11,600 - $11,830 | |
Rental expenses (2) | | | 32.5% - 31.4% | | | | 31.8% - 30.5% | |
Real estate taxes and insurance | | $ | 1,180 | | | $ | 1,560 | |
Interest expense | | $ | 2,220 | | | $ | 3,040 | |
General and administrative expenses (3) | | $ | 380 | | | $ | 380 | |
General and administrative expenses as percentage of revenue | | | 4.4% - 4.3% | | | | 3.3% - 3.2% | |
Depreciation and amortization expense | | $ | 2,830 | | | | * | |
BRG's pro-rata depreciation and amortization | | | 70.7 | % | | | * | |
Equity in operating earnings in unconsolidated subsidiaries (4) | | $ | 640 | | | $ | 2,360 | |
Noncontrolling interest (5) | | | 17.0% - 9.6% | | | | 4.7% - 8.1% | |
Recurring capex (6) | | | $160 - $140 | | | | $220 - $200 | |
*Amount is indeterminable at this point.
(1)Revenue includes only property level revenues and excludes income from preferred investments, which flow through the "Equity in operating earnings of unconsolidated subsidiaries" line item.
(2)Rental expenses, consisting of property operating expenses and property management fees, as a percentage of revenue.
(3)Represents estimated general and administrative expenses (excludes non-cash amortization of equity compensation).
(4) Represents the Company's share of income from unconsolidated subsidiaries including preferred investment income.
(5) Represents estimated share of net income/loss (excluding non-cash management fees, gain on sale of real estate assets, acquisition costs) attributable to noncontrolling interest of OP unit holders and joint venture partner interests.
(6) Estimate of the Company's pro-rata share of recurring capital expenditures for AFFO purposes.
(7) Proforma guidance assumes the following pipeline transactions had occurred on January 1, 2015: (i) investment of approximately $9 MM in the second funding of the Alexan Southside in Houston, Texas; (ii) investment of approximately $17 MM in the acquisition of two Class A assets our Sponsor currently has under contract in Austin, Texas, and Charlotte, North Carolina; (iii) investment of approximately $32 MM in the acquisition of three Class A assets our Sponsor currently has under LOI in two target North Carolina markets; and (iv) investment of approximately $21 MM in convertible preferred equity in two development assets our Sponsor’s development partner currently has under LOI in two target Florida markets. The proforma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions as if they had occurred at January 1, 2015, based on information currently available to management. The Company is providing no assurances that any of the above transactions will close, and the failure of any of these transactions to close would significantly impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above.
Bluerock Residential Growth REIT, Inc.
Definitions of Non-GAAP Financial Measures
The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below. Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable.
Funds from Operations and Adjusted Funds from Operations
Funds from operations (“FFO”), is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate Investment Trusts, or (“NAREIT's”), definition, as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.
In addition to FFO, we use adjusted funds from operations (“AFFO”). AFFO is a computation made by analysts and investors to measure a real estate company's operating performance by removing the effect of items that do not reflect ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added to net income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties, and subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only, we further adjust FFO to include any realized gains or losses on our real estate investments).
Our calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly incentive fee, if any, payable to our Manager.
Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
We made no investments, had one full disposition and two partial dispositions in 2013, and have acquired interests in eight additional properties and had three dispositions in 2014. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance (unaudited and dollars in thousands, except share and per share data).
Recurring Capital Expenditures
We define recurring capital expenditures as expenditures that are incurred at every property and exclude development, investment, revenue enhancing and non-recurring capital expenditures.
Non-Recurring Capital Expenditures
We define non-recurring capital expenditures as expenditures for significant projects that upgrade units or common areas and projects that are revenue enhancing.
Same Store Properties
Same store properties are conventional multifamily residential apartments which were owned and operational for the entire periods presented.
Bluerock Residential Growth REIT, Inc.
Definitions of Non-GAAP Financial Measures
(Unaudited and dollars in thousands except for share and per share data)
Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA")
EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations unclouded by non-cash depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation of net income applicable to common shares to EBITDA.
| | Three Month Ended | | | Year Ended | |
| | December 31, | | | December 31, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
| | | | | | | | | | | | |
Net income (loss) attributable to common stockholders | | $ | 2,558 | | | $ | (1,080 | ) | | $ | (5,172 | ) | | $ | (2,971 | ) |
Net income (loss) attributable to noncontrolling interest | | | 85 | | | | (449 | ) | | | (1,386 | ) | | | (1,442 | ) |
Interest expense | | | 2,468 | | | | 1,310 | | | | 8,168 | | | | 5,138 | |
Depreciation and amortization | | | 3,183 | | | | 1,229 | | | | 13,231 | | | | 5,813 | |
Amortization of share-based compensation | | | 435 | | | | 15 | | | | 1,112 | | | | 89 | |
Acquisition costs | | | 850 | | | | (7 | ) | | | 4,378 | | | | 192 | |
Loss on early extinguishment of debt | | | — | | | | — | | | | 880 | | | | — | |
Gain on sale of joint venture interest | | | — | | | | — | | | | (1,006 | ) | | | — | |
Equity in (gain) loss on sale of unconsolidated joint venture interest | | | (4,067 | ) | | | 1 | | | | (4,067 | ) | | | (1,604 | ) |
EBITDA | | $ | 5,512 | | | $ | 1,019 | | | $ | 16,138 | | | $ | 5,215 | |