Exhibit 99.2
| Bluerock Residential Growth REIT, Inc. |
| First Quarter 2017 |
| Supplemental Financial Information |
| (Unaudited) |
Table of Contents
| First Quarter Earnings Release | 3 |
| | |
| Financial and Operating Highlights | 4 |
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| Share and Dividend Information | 5 |
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| EBITDA and Interest Information | 6 |
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| Financial Statistics | 7 |
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| Recent Acquisitions and Pending Investments | 8 |
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| Recent Dispositions | 9 |
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| Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties | 10 |
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| Portfolio Information | 11 |
| | |
| Development Properties | 12 |
| | |
| Condensed Consolidated Balance Sheets | 13 |
| | |
| Consolidated Statements of Operations | 14 |
| | |
| Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) | 15 |
| | |
| Debt Summary Information | 16 |
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| Second Quarter 2017 Outlook | 18 |
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| Definitions of Non-GAAP Financial Measures | 19 |
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” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017, 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. |
| First Quarter Earnings Release |
Corporate Headquarters
712 Fifth Ave., 9th Floor
New York, NY 10019
877.826.BLUE
PRESS RELEASE
For Immediate Release
Bluerock Residential Growth REIT Announces First Quarter 2017 Results
New York, NY (May 8, 2017) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”) announced today its financial results for the quarter ended March 31, 2017.
Highlights
| • | Total revenues grew 61% to $26.7 million for the quarter from $16.6 million for the prior year quarter primarily as a result of significant investment activity in the past year. |
| • | Net loss attributable to common stockholders for the first quarter of 2017 was $(0.20) per share, as compared to $(0.20) per share in the prior year period. Net loss attributable to common stockholders included non-cash expenses of $0.55 per share in the first quarter of 2017 vs. $0.41 per share for the prior year period. |
| • | Adjusted funds from operations attributable to common stockholders (“AFFO”) was $4.6 million for the quarter compared to $5.3 million for the prior year quarter. |
| • | AFFO per share is $0.18 for the first quarter of 2017 as compared to $0.26 for the first quarter of 2016, and exceeded guidance of $0.03 - $0.04. |
| • | Pro forma AFFO per share of $0.38 for the first quarter exceeded pro forma guidance of $0.27 to $0.29 per share. |
| • | The Company paid the full amount of the first quarter’s management fees of $2.8 million in LTIP Units in lieu of cash payment. This favorably impacted both AFFO per share and pro forma AFFO per share by $0.09. |
| • | Property Net Operating Income (NOI) grew 53% to $15.3 million for the quarter, from $10.0 million in the prior year quarter. |
| • | Property NOI margins were 60.9% of revenue for the quarter, an improvement from 60.4% of revenue in the prior year quarter. |
| • | Same store NOI increased 10.9% for the quarter, as compared to the prior year quarter. |
| • | Consolidated real estate investments, at cost, increased 7% to $1.1 billion at March 31, 2017 from $1.0 billion at December 31, 2016. |
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
| • | The Company invested in two operating properties totaling 683 units for a total purchase price of approximately $116.7 million during the first quarter. |
| • | The Company declared monthly dividends for the second quarter of 2017 equal to a quarterly rate of $0.29 per share on the Company's Class A common stock. This equates to an 9.4% annualized yield based on the closing price of $12.31 for the Class A common stock as of March 31, 2017. |
| • | The Company sold 23,569 shares of Series B preferred stock with associated warrants at a public offering price of $1,000 per unit, for gross proceeds of approximately $23.6 million during the first quarter, an increase of 86% over the fourth quarter. |
| • | On January 17, 2017, the Company completed an underwritten offering of 4.6 million shares of Class A common stock at a public offering price of $13.15 per share for gross proceeds of $60.5 million, including the underwriters’ overallotment option, which closed on January 24, 2017. |
Management Commentary
“We are pleased to report the acquisition of two operating properties totaling 683 units for approximately $117 million, a Class A common stock capital raise with gross proceeds of approximately $60 million and solid portfolio performance during the first quarter,” said Ramin Kamfar, the Company’s Chairman and CEO. “We continue to build a high quality portfolio in our current footprint of growth markets in the Sunbelt, from the Carolinas to Florida and Texas.”
First Quarter Acquisition, Development and Disposition Activity
| • | On December 29, 2016, the Company was redeemed of its preferred equity interest in the West Morehead development in Charlotte, North Carolina, and in exchange obtained a 0.5% common equity interest and provided an approximately $21.3 million mezzanine loan for the development. On January 5, 2017, the Company increased the mezzanine loan amount to approximately $24.6 million. |
| • | On January 6, 2017, the Company was redeemed of the substantial majority of its common equity ownership interest in the APOK Townhomes development in Boca Raton, Florida, and in exchange provided an approximately $11.2 million mezzanine loan for the development. |
| • | On February 17, 2017, the Company acquired a 91.8% interest in a 382-unit apartment community located in Morrisville, North Carolina, which is part of the Raleigh-Durham Combined Statistical Area, known as Preston View Apartments at a total purchase price of approximately $59.5 million. |
| • | On March 3, 2017, the Company was redeemed of its preferred equity interest in the Domain development located in Garland, Texas, and in exchange obtained a 0.5% common equity interest and provided an approximately $20.3 million mezzanine loan for the development. |
| • | On March 9, 2017, the Company acquired a 91.8% interest in a 301-unit apartment community in Charlotte, North Carolina, known as Wesley Village Apartments at a total purchase price of approximately $57.2 million. |
| • | On February 22, 2017, the Company sold its interest in the Village Green of Ann Arbor apartments in Ann Arbor, Michigan at a total sale price of approximately $71.4 million, recognized a pro rata gain of $7.8 million, with net proceeds of approximately $13.6 million to the Company, generating an internal rate of return of 38% on BRG’s equity investment in the project, for a return on equity of 2.32x. |
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
| • | The Company has determined to abandon the pursuit of the East San Marco proposed development in Jacksonville, Florida and has expensed all predevelopment expenditures amounting to approximately $2.9 million which is included in acquisition and pursuit costs on the statement of operations. |
Pending Investments and Pending Sales at March 31, 2017
| • | The Company has an agreement which entitles the Company to make a 90% investment in a 1,408-unit five-property portfolio of multifamily communities located in San Antonio and Tyler, Texas. The total purchase price of approximately $188.9 million includes the assumption of approximately $147.7 million of existing mortgage debt. |
| • | On April 26, 2017, the Company closed on the sale of Lansbrook Village, located in Palm Harbor, Florida after all sale contingencies were met. The 90% owned property was sold for approximately $82.4 million. After deduction for assumption of the existing mortgage indebtedness of $57.2 million and payment of closing costs and fees, the sale of the property generated net proceeds to the Company of approximately $19.1 million, generating an internal rate of return of 23% on BRG’s equity investment, for a return on equity of 1.5x. |
First Quarter 2017 Financial Results
Net loss attributable to common stockholders for the first quarter of 2017 was $5.0 million, compared to a net loss of $4.1 million in the prior year period. The change in net loss was primarily driven by positive increases in property NOI of $5.3 million, interest income of $1.5 million and a gain on sale of real estate investments of $16.5 million, offset by increases in management fees of $1.6 million, acquisition and pursuit costs of $2.0 million, management internalization process expense of $0.5 million, depreciation and amortization expense of $3.4 million, interest expense of $2.9 million, preferred stock expense of $4.6 million and non-controlling income allocation of $8.8 million.
AFFO for the first quarter of 2017 was $4.6 million, or $0.18 per diluted share, compared to $5.3 million, or $0.26 per share in the prior year period. AFFO was positively impacted by increases in property NOI of $5.3 million arising from significant investment activity, interest income of $1.5 million and offset by interest expense of $2.5 million and the expense of preferred stock dividends of $4.4 million.
Same Store Portfolio Performance
Same store NOI for the first quarter of 2017 increased by 10.9% from the same period in the prior year. There was a 6.2% increase in same store property revenues compared to the same prior year period, primarily attributable to a 4.7% increase in average rental rates, an 80 basis point increase in average occupancy and an additional 12 units acquired at our Lansbrook property. Same store expenses decreased 0.8% due to lower real estate tax expense in 2017.
Management Internalization
On November 7, 2016, the Company announced that it had begun the process of internalizing the management of the Company by forming a special committee of the board of directors comprised solely of the independent directors of the board to pursue the internalization, along with hiring other advisors. The Company is targeting internalizing the management of the Company in the third quarter of 2017, though it provides no assurance as to the timing or completion of the internalization process.
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
Dividend Details
On April 7, 2017, our board of directors authorized, and we declared, monthly dividends for the second quarter of 2017 equal to a quarterly rate of $0.29 per share on our Class A common stock, payable to the stockholders of record as of April 25, 2017, which was paid in cash on May 5, 2017, and as of May 25, 2017 and June 23, 2017, which will be paid in cash on June 5, 2017 and July 5, 2017, 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 as follows: $0.096666 per share for the dividend paid to stockholders of record as of April 25, 2017, $0.096667 per share for the dividend which will be paid to stockholders of record as of May 25, 2017, and June 23, 2017. 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.
On April 7, 2017, our board of directors authorized, and we declared, a monthly dividend of $5.00 per share of Series B preferred stock, payable to the stockholders of record as of April 25, 2017, which was paid in cash on May 5, 2017, and as of May 25, 2017, and June 23, 2017, which will be paid in cash on June 5, 2017 and July 5, 2017, respectively.
Q2 2017 Outlook
For the second quarter of 2017, the Company anticipates AFFO in the range of $0.01 to $0.02 per share, and $0.26 to $0.28 per share on a pro forma basis. For assumptions underlying earnings guidance, please see page 29 of Company’s Q1 2017 Earnings Supplement available under Investor Relations on the Company’s website (www.bluerockresidential.com). Pro forma AFFO is used for illustrative purposes only, is hypothetical and does not represent historical performance or management’s estimates or projections for future performance.
Conference Call
All interested parties can listen to the live conference call at 11:00 AM ET on Monday, May 8, 2017 by dialing +1 (866) 843-0890 within the U.S., or +1 (412) 317-6597, and requesting the "Bluerock Residential Conference."
For those who are not available to listen to the live call, the conference call will be available for replay on the Company’s website two hours after the call concludes, and will remain available until June 8, 2017 athttp://services.choruscall.com/links/brg170508.html, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10105342.
The full text of this Earnings Release and additional Supplemental Information is available in the Investor Relations section on the Company’s website athttp://www.bluerockresidential.com.
About Bluerock Residential Growth REIT, Inc.
Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company’s objective is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations and properties. BRG generally invests with strategic regional partners, including some of the best-regarded private owner-operators in the United States, making it possible to operate as a local sharpshooter in each of its markets while enhancing off-market sourcing capabilities. The Company is included in the Russell 2000 and Russell 3000 Indexes. BRG has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
For more information, 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. 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 set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017, and subsequent filings by the Company with the SEC. 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. |
| First Quarter Earnings Release |
Portfolio Summary
The following is a summary of our investments, operating properties and convertible preferred equity investments, as of March 31, 2017:
| Operating Properties | | Location | | Year Built/
Renovated(1) | | Ownership
Interest | | | Units | | | Average
Rent(2) | | | % Occupied | |
| ARIUM at Palmer Ranch | | Sarasota, FL | | 2016 | | | 95% | | | | 320 | | | $ | 1,182 | | | | 98% | |
| ARIUM Grandewood | | Orlando, FL | | 2005 | | | 95% | | | | 306 | | | | 1,232 | | | | 96% | |
| ARIUM Gulfshore | | Naples, FL | | 2016 | | | 95% | | | | 368 | | | | 1,209 | | | | 95% | |
| ARIUM Palms | | Orlando, FL | | 2008 | | | 95% | | | | 252 | | | | 1,240 | | | | 94% | |
| ARIUM Pine Lakes | | Port St. Lucie, FL | | 2003 | | | 85% | | | | 320 | | | | 1,087 | | | | 98% | |
| ARIUM Westside | | Atlanta, GA | | 2008 | | | 90% | | | | 336 | | | | 1,451 | | | | 99% | |
| Ashton Reserve | | Charlotte, NC | | 2015 | | | 100% | | | | 473 | | | | 1,032 | | | | 97% | |
| Enders Place at Baldwin Park | | Orlando, FL | | 2003 | | | 90% | | | | 220 | | | | 1,629 | | | | 97% | |
| Fox Hill | | Austin, TX | | 2010 | | | 95% | | | | 288 | | | | 1,202 | | | | 96% | |
| Lansbrook Village | | Palm Harbor, FL | | 2004 | | | 90% | | | | 621 | | | | 1,233 | | | | 93% | |
| Legacy at Southpark | | Austin, TX | | 2016 | | | 90% | | | | 250 | | | | 1,200 | | | | 96% | |
| MDA Apartments | | Chicago, IL | | 2006 | | | 35% | | | | 190 | | | | 2,299 | | | | 94% | |
| Nevadan | | Atlanta, GA | | 1990 | | | 90% | | | | 480 | | | | 1,057 | | | | 96% | |
| Park & Kingston | | Charlotte, NC | | 2015 | | | 96% | | | | 168 | | | | 1,172 | | | | 95% | |
| Preston View | | Morrisville, NC | | 2000 | | | 92% | | | | 382 | | | | 1,060 | | | | 93% | |
| Roswell City Walk | | Roswell, GA | | 2015 | | | 98% | | | | 320 | | | | 1,403 | | | | 95% | |
| Sorrel | | Frisco, TX | | 2015 | | | 95% | | | | 352 | | | | 1,230 | | | | 92% | |
| Sovereign | | Fort Worth, TX | | 2015 | | | 95% | | | | 322 | | | | 1,292 | | | | 94% | |
| The Brodie | | Austin, TX | | 2001 | | | 93% | | | | 324 | | | | 1,135 | | | | 94% | |
| The Preserve at Henderson Beach | | Destin, FL | | 2009 | | | 100% | | | | 340 | | | | 1,312 | | | | 94% | |
| Wesley Village | | Charlotte, NC | | 2010 | | | 92% | | | | 301 | | | | 1,299 | | | | 95% | |
| Operating Properties Subtotal/Average | | | | | | | | | 6,933 | | | $ | 1,254 | | | | 95% | |
| | | | | | | | | | | | | | | | | | | | | |
| Convertible Preferred Equity/Mezzanine Loan Investments | | | | | | | | | | | Pro Forma
Average
Rent(3) | | | | |
| Alexan CityCentre(4) | | Houston, TX | | 2017 | | | | | | | 340 | | | $ | 2,144 | | | | - | |
| Alexan Southside Place(4) | | Houston, TX | | 2018 | | | | | | | 270 | | | | 2,012 | | | | - | |
| APOK Townhomes(4) | | Boca Raton, FL | | 2019 | | | | | | | 90 | | | | 2,549 | | | | - | |
| Crescent Perimeter(4) | | Atlanta, GA | | 2019 | | | | | | | 320 | | | | 1,749 | | | | - | |
| Domain Phase 1(4) | | Garland, TX | | 2019 | | | | | | | 299 | | | | 1,469 | | | | - | |
| Flagler Village(4) | | Fort Lauderdale, FL | | 2020 | | | | | | | 384 | | | | 2,481 | | | | - | |
| Helios(4) | | Atlanta, GA | | 2017 | | | | | | | 282 | | | | 1,486 | | | | - | |
| Lake Boone Trail(4) | | Raleigh, NC | | 2018 | | | | | | | 245 | | | | 1,271 | | | | - | |
| Vickers Village(4) | | Roswell, GA | | 2018 | | | | | | | 79 | | | | 3,176 | | | | - | |
| West Morehead(4) | | Charlotte, NC | | 2019 | | | | | | | 286 | | | | 1,507 | | | | - | |
| Whetstone | | Durham, NC | | 2015 | | | | | | | 204 | | | | 1,202 | | | | 92% | |
| Convertible Preferred Equity/Mezzanine Loan Investments Subtotal/Average | | | | | | | 2,799 | | | $ | 1,828 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Operating Properties and Convertible Preferred Equity/Mezzanine Loan Investments Total/Average | | | | | | | 9,732 | | | $ | 1,422 | | | | | |
(1) Represents date of last significant renovation or year built if there were no renovations.
(2) Represents the average monthly rent per occupied unit for all occupied units for the three months ended March 31, 2017.
(3) The Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization, except Flagler Village. APOK Townhomes, Domain Phase 1, and West Morehead are mezzanine loan investments with an option to purchase indirect property interest upon maturity. Average rent is pro forma based on underwriting.
(4) Property is currently in development.
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
Consolidated Statement of Operations
For the Three Months Ended March 31, 2017 and 2016
(Unaudited and dollars in thousands except for share and per share data)
| | | Three Months Ended | |
| | | March 31, | |
| | | 2017 | | | 2016 | |
| Revenues | | | | | | |
| Net rental income | | $ | 23,867 | | | $ | 15,928 | |
| Other property revenues | | | 1,272 | | | | 706 | |
| Interest income from related parties | | | 1,523 | | | | — | |
| Total revenues | | | 26,662 | | | | 16,634 | |
| Expenses | | | | | | | | |
| Property operating | | | 9,830 | | | | 6,593 | |
| General and administrative | | | 1,449 | | | | 1,273 | |
| Management fees | | | 2,768 | | | | 1,214 | |
| Acquisition and pursuit costs | | | 3,182 | | | | 1,209 | |
| Management internalization process | | | 481 | | | | — | |
| Depreciation and amortization | | | 10,944 | | | | 7,510 | |
| Total expenses | | | 28,654 | | | | 17,799 | |
| Operating loss | | | (1,992 | ) | | | (1,165 | ) |
| Other income (expense) | | | | | | | | |
| Preferred returns and equity in income of unconsolidated real estate joint ventures | | | 2,572 | | | | 2,768 | |
| Gain on sale of real estate investments | | | 16,466 | | | | — | |
| Interest expense, net | | | (7,118 | ) | | | (4,228 | ) |
| Total other income (expense) | | | 11,920 | | | | (1,460 | ) |
| | | | | | | | | |
| Net income (loss) | | | 9,928 | | | | (2,625 | ) |
| Preferred stock dividends | | | (5,851 | ) | | | (1,482 | ) |
| Preferred stock accretion | | | (338 | ) | | | (125 | ) |
| Net income (loss) attributable to noncontrolling interests | | | | | | | | |
| Operating partnership units | | | (56 | ) | | | (62 | ) |
| Partially-owned properties | | | 8,785 | | | | (35 | ) |
| Net income (loss) attributable to noncontrolling interests | | | 8,729 | | | | (97 | ) |
| Net loss attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| | | | | | | | | |
| Net loss per common share - Basic | | $ | (0.20 | ) | | $ | (0.20 | ) |
| | | | | | | | | |
| Net loss per common share – Diluted | | $ | (0.20 | ) | | $ | (0.20 | ) |
| | | | | | | | | |
| Weighted average basic common shares outstanding | | | 24,989,621 | | | | 20,521,596 | |
| Weighted average diluted common shares outstanding | | | 24,989,621 | | | | 20,521,596 | |
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
Consolidated Balance Sheets
First Quarter 2017
(Unaudited and dollars in thousands except for share and per share amounts)
| | | March 31,
2017 | | | December 31,
2016 | |
| ASSETS | | | | | | | | |
| Net Real Estate Investments | | | | | | | | |
| Land | | $ | 152,768 | | | $ | 142,274 | |
| Buildings and improvements | | | 897,890 | | | | 848,445 | |
| Furniture, fixtures and equipment | | | 28,774 | | | | 27,617 | |
| Construction in progress | | | 16,768 | | | | 10,878 | |
| Total Gross Real Estate Investments | | | 1,096,200 | | | | 1,029,214 | |
| Accumulated depreciation | | | (44,535 | ) | | | (42,137 | ) |
| Total Net Real Estate Investments | | | 1,051,665 | | | | 987,077 | |
| Cash and cash equivalents | | | 109,971 | | | | 82,047 | |
| Restricted cash | | | 22,954 | | | | 45,402 | |
| Notes and accrued interest receivable from related parties | | | 56,847 | | | | 21,267 | |
| Due from affiliates | | | 890 | | | | 948 | |
| Accounts receivable, prepaid and other assets | | | 7,946 | | | | 8,610 | |
| Preferred equity investments and investments in unconsolidated real estate joint ventures | | | 92,186 | | | | 91,132 | |
| In-place lease intangible assets, net | | | 3,713 | | | | 4,839 | |
| Total Assets | | $ | 1,346,172 | | | $ | 1,241,322 | |
| | | | | | | | | |
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY | | | | | | | | |
| Mortgages payable | | $ | 750,811 | | | $ | 710,575 | |
| Accounts payable | | | 1,862 | | | | 1,669 | |
| Other accrued liabilities | | | 14,451 | | | | 13,431 | |
| Due to affiliates | | | 3,587 | | | | 2,409 | |
| Distributions payable | | | 8,089 | | | | 7,328 | |
| Total Liabilities | | | 778,800 | | | | 735,412 | |
| 8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized, and 5,721,460 issued and outstanding as of March 31, 2017 and December 31, 2016 | | | 138,431 | | | | 138,316 | |
| Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 150,000 shares authorized, 45,051 and 21,482 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | | | 39,653 | | | | 18,938 | |
| 7.6250% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,323,750 issued and outstanding as of March 31, 2017 and December 31, 2016 | | | 56,138 | | | | 56,095 | |
| Stockholders’ Equity | | | | | | | | |
| Preferred stock, $0.01 par value, 230,975,000 shares authorized; none issued and outstanding | | | — | | | | — | |
| 7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,850,602 issued and outstanding, as of March 31, 2017 and December 31, 2016 | | | 68,710 | | | | 68,760 | |
| Common stock - Class A, $0.01 par value, 747,586,185 shares authorized; 24,190,914 and 19,567,506 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | | | 242 | | | | 196 | |
| Additional paid-in-capital | | | 317,665 | | | | 257,403 | |
| Distributions in excess of cumulative earnings | | | (97,131 | ) | | | (84,631 | ) |
| Total Stockholders’ Equity | | | 289,486 | | | | 241,728 | |
| Noncontrolling Interests | | | | | | | | |
| Operating partnership units | | | 1,911 | | | | 2,216 | |
| Partially owned properties | | | 41,753 | | | | 48,617 | |
| Total Noncontrolling Interests | | | 43,664 | | | | 50,833 | |
| Total Equity | | | 333,150 | | | | 292,561 | |
| TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY | | $ | 1,346,172 | | | $ | 1,241,322 | |
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
Non-GAAP Financial Measures
The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business and performance, 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 attributable to common stockholders (“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, plus impairment write-downs of depreciable real estate, 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 attributable to common stockholders (“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 and pursuit 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 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, including net income attributable to common stockholders, 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, including net income attributable to common stockholders, 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. |
| First Quarter Earnings Release |
We have acquired interests in eight additional operating properties and one investment accounted for on the equity method of accounting and sold three properties subsequent to March 31, 2016. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance.
| | | Three Months Ended | |
| | | March 31, | |
| | | 2017 | | | 2016 | |
| Net (loss) income attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| Common stockholders pro-rata share of: | | | | | | | | |
| Real estate depreciation and amortization(1) | | | 9,802 | | | | 6,470 | |
| Gain on sale of real estate assets | | | (7,397 | ) | | | — | |
| FFO Attributable to Common Stockholders(2) | | $ | (2,585 | ) | | $ | 2,335 | |
| Common stockholders pro-rata share of: | | | | | | | | |
| Amortization of non-cash interest expense | | | 474 | | | | 83 | |
| Acquisition and pursuit costs | | | 3,006 | | | | 1,147 | |
| Normally recurring capital expenditures | | | (291 | ) | | | (208 | ) |
| Management internalization process | | | 475 | | | | — | |
| Preferred stock accretion | | | 333 | | | | 123 | |
| Non-cash equity compensation | | | 3,165 | | | | 1,818 | |
| AFFO Attributable to Common Stockholders | | $ | 4,577 | | | $ | 5,298 | |
| Weighted average common shares outstanding | | | 24,990,282 | | | | 20,534,974 | |
| | | | | | | | | |
| PER SHARE INFORMATION: | | | | | | |
| FFO Attributable to Common Stockholders – diluted | | $ | (0.10 | ) | | $ | 0.11 | |
| AFFO Attributable to Common Stockholders – diluted | | $ | 0.18 | | | $ | 0.26 | |
| Pro forma AFFO Attributable to Common Stockholders – diluted(2) | | $ | 0.38 | | | | N/A | |
(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) Pro forma AFFO for the three months ended March 31, 2017 assumes the investment of $150 million in estimated available cash had occurred on January 1, 2017:
| | | | | | | | | | Investment | |
| # | | Investment | | MSA | | # Units | | | Amount ($MM's) | |
| 1 | | Additional Investment - Lake Boone Preferred Equity | | Raleigh, NC | | | 245 | | | $ | 2 | |
| 2 | | Additional Investment - West Morehead Mezzanine Loan | | Charlotte, NC | | | 286 | | | | 3 | |
| 3 | | Mezzanine Loan - Identified Developments | | Dallas, TX; Boca Raton, Jacksonville & Ft. Lauderdale, FL; Atlanta, GA | | | 1,438 | | | | 61 | |
| 4 | | Acquisition - Identified Assets | | Morrisville & Charlotte, NC | | | 683 | | | | 35 | |
| 5 | | Acquisition - Unidentified Assets, assumes 5.75% cap rate | | - | | | - | | | | 27 | |
| 6 | | Mezzanine Loan - Unidentified | | - | | | - | | | | 22 | |
| | | Total | | | | | | | | $ | 150 | |
The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at January 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.
The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA")
EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, calculated on a consolidated basis. 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 unobscured by non-cash items such as depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation of net loss attributable to common stockholders to EBITDA (unaudited and dollars in thousands).
| | | Three Months Ended | |
| | | March 31, | |
| | | 2017 | | | 2016 | |
| Net (loss) income attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| Net (loss) income attributable to noncontrolling interest | | | 8,729 | | | | (97 | ) |
| Interest expense | | | 7,118 | | | | 4,228 | |
| Depreciation and amortization | | | 10,944 | | | | 7,510 | |
| Acquisition and pursuit costs | | | 3,182 | | | | 1,209 | |
| Management internalization process expense | | | 481 | | | | - | |
| Preferred stock accretion | | | 338 | | | | 125 | |
| Non-cash equity compensation | | | 3,201 | | | | 1,845 | |
| Gain on sale of real estate investments | | | (16,466 | ) | | | - | |
| | | | | | | | | |
| EBITDA | | $ | 12,537 | | | $ | 10,685 | |
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.
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.
| Bluerock Residential Growth REIT, Inc. |
| First Quarter Earnings Release |
The following table reflects same store and non-same store contributions to consolidated NOI together with a reconciliation of NOI to net loss attributable to common stockholders as computed in accordance with GAAP for the periods presented (unaudited and amounts in thousands):
| | | Three Months Ended(1) | |
| | | March 31, | |
| | | 2017 | | | 2016 | |
| Net loss attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| Add pro-rata share: | | | | | | | | |
| Depreciation and amortization | | | 9,802 | | | | 6,470 | |
| Amortization of non-cash interest expense | | | 474 | | | | 83 | |
| Management fees | | | 2,737 | | | | 1,197 | |
| Acquisition and pursuit costs | | | 3,006 | | | | 1,147 | |
| Corporate operating expenses | | | 1,433 | | | | 1,269 | |
| Management internalization process | | | 475 | | | | - | |
| Preferred dividends | | | 5,786 | | | | 1,461 | |
| Preferred stock accretion | | | 333 | | | | 123 | |
| Less pro-rata share: | | | | | | | | |
| Preferred returns and equity in income of unconsolidated real estate joint ventures | | | 2,543 | | | | 2,730 | |
| Interest income from related parties | | | 1,506 | | | | - | |
| Gain on sale of real estate assets | | | 7,397 | | | | - | |
| Pro-rata share of properties' income | | | 7,610 | | | | 4,885 | |
| Add: | | | | | | | | |
| Noncontrolling interest pro-rata share of property income | | | 1,246 | | | | 1,015 | |
| Total property income | | | 8,856 | | | | 5,900 | |
| Add: | | | | | | | | |
| Interest expense, net | | | 6,453 | | | | 4,141 | |
| Net operating income | | | 15,309 | | | | 10,041 | |
| Less: | | | | | | | | |
| Non-same store net operating income | | | 7,031 | | | | 2,578 | |
| Same store net operating income | | $ | 8,278 | | | $ | 7,463 | |
(1) Same Store sales for the three months ended March 31, 2017 related to the following properties: Enders Place at Baldwin Park, MDA Apartments, Lansbrook Village, ARIUM Grandewood, Fox Hill, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, and ARIUM Gulfshore.
Contact
(Media)
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com
##
| Bluerock Residential Growth REIT, Inc. |
| Financial and Operating Highlights |
| For the Three Months Ended March 31, 2017 |
| (Unaudited and dollars in thousands except for share and per share data) |
| | | Three Months Ended
March 31, | | | | |
| OPERATING INFORMATION | | 2017 | | | 2016 | | | % Change | |
| | | | | | | | | | |
| Total revenue | | $ | 26,662 | | | $ | 16,634 | | | | 60.3 | % |
| | | | | | | | | | | | | |
| Property NOI margins | | | 60.9 | % | | | 60.4 | % | | | 0.9 | % |
| | | | | | | | | | | | | |
| Property NOI | | $ | 15,309 | | | $ | 10,041 | | | | 52.5 | % |
| | | | | | | | | | | | | |
| General and administrative expenses as a percentage of revenue(1) | | | 3.8 | % | | | 3.9 | % | | | -2.6 | % |
| | | | | | | | | | | | | |
| Net (loss) income per common share - Diluted | | $ | (0.20 | ) | | $ | (0.20 | ) | | | - | |
| | | | | | | | | | | | | |
| AFFO attributable to common shareholders per share(2) | | $ | 0.18 | | | $ | 0.26 | | | | -30.8 | % |
| | | | | | | | | | | | | |
| Pro forma AFFO attributable to common shareholders per share(3) | | $ | 0.38 | | | | N/A | | | | - | |
| | | | | | | | | | | | | |
| Dividend per share | | $ | 0.29 | | | $ | 0.29 | | | | - | |
(1)General and administrative expenses exclude non-cash expense, such as non-cash equity compensation.
(2)See page 30 for the Company's definition of this non-GAAP measurement and reasons for using it.
(3) Pro forma AFFO for the three months ended March 31, 2017 assumes the investment of $150 million in estimated available cash had occurred on January 1, 2017:
| | | | | | | | | | Investment | |
| # | | Investment | | MSA | | # Units | | | Amount
($MM's) | |
| 1 | | Additional Investment - Lake Boone Preferred Equity | | Raleigh, NC | | | 245 | | | $ | 2 | |
| 2 | | Additional Investment - West Morehead Mezzanine Loan | | Charlotte, NC | | | 286 | | | | 3 | |
| 3 | | Mezzanine Loan - Identified Developments | | Dallas, TX; Boca Raton, Jacksonville & Ft. Lauderdale, FL; Atlanta, GA | | | 1,438 | | | | 61 | |
| 4 | | Acquisition - Identified Assets | | Morrisville & Charlotte, NC | | | 683 | | | | 35 | |
| 5 | | Acquisition - Unidentified Assets, assumes 5.75% cap rate | | - | | | - | | | | 27 | |
| 6 | | Mezzanine Loan - Unidentified | | - | | | - | | | | 22 | |
| | | Total | | | | | | | | $ | 150 | |
The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at January 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.
The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.
| Bluerock Residential Growth REIT, Inc. |
| Share and Dividend Information |
| First Quarter 2017 |
| (Unaudited and dollars in thousands except for share and per share data) |
| Weighted Average Common Stock and Units Outstanding for the quarter ended March 31, 2017 | | | |
| Class A Common Stock | | | 23,318,371 | |
| LTIP Units | | | 1,671,911 | |
| OP Units | | | 283,198 | |
| Weighted Average Common Stock and Units Outstanding, Diluted | | | 25,273,480 | |
| | | | | |
| Outstanding Common Stock and Units at March 31, 2017 | | | 26,230,318 | |
| | | | | |
| Outstanding 8.250% Series A Cumulative Redeemable Preferred Stock at March 31, 2017 | | | 5,721,460 | |
| | | | | |
| Outstanding Series B Redeemable Preferred Stock at March 31, 2017 | | | 45,051 | |
| | | | | |
| Outstanding 7.625% Series C Cumulative Redeemable Preferred Stock at March 31, 2017 | | | 2,323,750 | |
| | | | | |
| Outstanding 7.125% Series D Cumulative Preferred Stock at March 31, 2017 | | | 2,850,602 | |
| | | | | |
| Common Stock Dividend Yield | | | | |
| Annualized common stock dividend rate (1) | | $ | 1.16 | |
| Price per common share (2) | | $ | 12.31 | |
| Annualized common stock dividend yield | | | 9.42 | % |
(1)Annualized rate based on $0.29 per common share quarterly dividend for the quarter ending March 31, 2017, paid monthly. Actual dividend amounts will be determined by the Board of Directors.
(2) Closing common stock price of $12.31 as of March 31, 2017.
| Bluerock Residential Growth REIT, Inc. |
| EBITDA and Interest Information |
| First Quarter 2017 |
| (Unaudited and dollars in thousands) |
| | | Consolidated
Three Months Ended
March 31, 2017 | | | Noncontrolling Interests' Share
Three Months Ended
March 31, 2017 | | | BRG's Share
Three Months Ended
March 31, 2017 | |
| Q1 EBITDA CALCULATION | | | | | | | | | | | | |
| Net (loss) income attributable to common stockholders | | $ | (4,990 | ) | | $ | - | | | $ | (4,990 | ) |
| Net (loss) income attributable to noncontrolling interest | | | 8,729 | | | | (8,729 | ) | | | - | |
| Interest expense, net | | | 7,118 | | | | (1,004 | ) | | | 6,114 | |
| Depreciation and amortization | | | 10,944 | | | | (1,142 | ) | | | 9,802 | |
| Acquisition and pursuit costs | | | 3,182 | | | | (176 | ) | | | 3,006 | |
| Management internalization process expense | | | 481 | | | | (6 | ) | | | 475 | |
| Preferred stock accretion | | | 338 | | | | (5 | ) | | | 333 | |
| Non-cash equity compensation | | | 3,201 | | | | (36 | ) | | | 3,165 | |
| | | | | | | | | | | | | |
| EBITDA including gain on sale of real estate and other assets | | $ | 29,003 | | | $ | (11,098 | ) | | $ | 17,905 | |
| Gain on sale of real estate investments | | | (16,466 | ) | | | 9,069 | | | | (7,397 | ) |
| EBITDA (1) | | $ | 12,537 | | | $ | (2,029 | ) | | $ | 10,508 | |
| | | | | | | | | | | | | |
| Adjusted Q1 EBITDA calculation (2) | | | | | | | | | | | | |
| EBITDA | | $ | 12,537 | | | $ | (2,029 | ) | | $ | 10,508 | |
| Adjustment | | | 186 | | | | 327 | | | | 513 | |
| Adjusted Q1 EBITDA | | $ | 12,723 | | | $ | (1,702 | ) | | $ | 11,021 | |
| Adjusted Q1 EBITDA annualized | | $ | 50,892 | | | $ | (6,808 | ) | | $ | 44,084 | |
| | | | | | | | | | | | | |
| Adjusted Q1 interest calculation (2)(3) | | | | | | | | | | | | |
| Interest Expense | | $ | 6,555 | | | $ | (879 | ) | | $ | 5,676 | |
| Adjustment | | | 271 | | | | 80 | | | | 351 | |
| Adjusted Q1 interest expense | | $ | 6,826 | | | $ | (799 | ) | | $ | 6,027 | |
| Adjusted Q1 interest expense annualized | | $ | 27,304 | | | $ | (3,196 | ) | | $ | 24,108 | |
(1)See page 31 for a reconciliation of net income attributable to common stockholders to EBITDA and the Company's definition of EBITDA and reasons for using it.
(2)Adjustment to EBITDA and interest expense represents the estimated impact over the full period of the following investment activity assuming the transactions had occurred on January 1, 2017: (i) sale of Village Green of Ann Arbor; (ii) acquisitions of Preston View and Wesley Village; and (iii) investments in APOK Townhomes, Alexan Southside, Domain, Lake Boone and West Morehead. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts.
(3) Interest expense excludes fair market value adjustments and amortization of deferred financing costs.
| Bluerock Residential Growth REIT, Inc. |
| Financial Statistics |
| First Quarter 2017 |
| (Unaudited and dollars in thousands) |
| | | Consolidated
Three Months Ended
March 31, 2017 | | | Noncontrolling
Interests' Share
Three Months Ended
March 31, 2017 | | | BRG's Share
Three Months Ended
March 31, 2017 | |
| | | | | | | | | | |
| Interest Coverage Ratio | | | | | | | | | | | | |
| Adjusted Q1 EBITDA * | | $ | 12,723 | | | $ | (1,702 | ) | | $ | 11,021 | |
| Adjusted Q1 interest expense (4) * | | $ | 6,826 | | | $ | (799 | ) | | $ | 6,027 | |
| Interest Coverage Ratio | | | 1.86 | x | | | | | | | 1.83 | x |
| | | | | | | | | | | | | |
| Quarterly Fixed Charge Coverage Ratio | | | | | | | | | | | | |
| Adjusted Q1 interest expense (4) * | | $ | 6,826 | | | $ | (799 | ) | | $ | 6,027 | |
| Secured debt principal amortization | | $ | 664 | | | $ | (164 | ) | | $ | 500 | |
| Total fixed charges | | $ | 7,490 | | | $ | (963 | ) | | $ | 6,527 | |
| Adjusted Q1 EBITDA * | | $ | 12,723 | | | $ | (1,702 | ) | | $ | 11,021 | |
| Adjusted Q1 EBITDA fixed charge coverage ratio | | | 1.70 | x | | | | | | | 1.69 | x |
| | | | | | | | | | | | | |
| Net Debt / Adjusted EBITDA Ratio | | | | | | | | | | | | |
| Total debt (1) | | $ | 755,681 | | | $ | (77,451 | ) | | $ | 678,230 | |
| Less: cash (3) | | $ | (132,925 | ) | | $ | 7,374 | | | $ | (125,551 | ) |
| Net debt (less cash) | | $ | 622,756 | | | $ | (70,077 | ) | | $ | 552,679 | |
| Adjusted Q1 EBITDA (annualized)* | | $ | 50,892 | | | $ | (6,808 | ) | | $ | 44,084 | |
| Net Debt / Adjusted EBITDA Ratio | | | 12.24 | x | | | | | | | 12.54 | x |
| | | | | | | | | | | | | |
| Leverage as a Percentage of assets | | | | | | | | | | | | |
| Total debt (1) | | $ | 755,681 | | | $ | (77,451 | ) | | $ | 678,230 | |
| Total undepreciated assets (2) | | $ | 1,390,707 | | | $ | (136,353 | ) | | $ | 1,254,354 | |
| Total Debt / Total Undepreciated Assets | | | 54.3 | % | | | | | | | 54.1 | % |
| Net Debt / Total Undepreciated Assets | | | 44.8 | % | | | | | | | 44.1 | % |
| | | | | | | | | | | | | |
| Leverage as a Percentage of Enterprise Value | | | | | | | | | | | | |
| Total market cap (5) | | $ | 643,262 | | | $ | - | | | $ | 643,262 | |
| Total debt (1) | | $ | 755,681 | | | $ | (77,451 | ) | | $ | 678,230 | |
| Total Enterprise Value | | $ | 1,398,943 | | | $ | (77,451 | ) | | $ | 1,321,492 | |
| Total Debt / Total Enterprise Value | | | 54.0 | % | | | | | | | 51.3 | % |
| Net Debt / Total Enterprise Value | | | 44.5 | % | | | | | | | 41.8 | % |
(1)Total debt excludes amortization of fair market value adjustments of $2.2 million and deferred financing costs of $7.1 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 and amortization of deferred financing costs.
(5) Total market cap is calculated by using common shares, preferred shares, and equivalents (LTIP Units) times the March 31, 2017 closing share prices.
* Adjustment to EBITDA and interest expense represents the estimated impact over the full period of the following investment activity assuming the transactions had occurred on January 1, 2017: (i) sale of Village Green of Ann Arbor; (ii) acquisitions of Preston View and Wesley Village; and (iii) investments in APOK Townhomes, Alexan Southside, Domain, Lake Boone and West Morehead. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts. See prior page for calculations.
| Bluerock Residential Growth REIT, Inc. |
| Recent Acquisitions and Pending Investments |
| (Unaudited and dollars in millions) |
Summary of Recent Acquisitions and Pending Investments
| Property | | Location | | Date of
Investment | | Year Built/
Renovated(1) | | | Number
of Units | | | Ownership
Interest in
Property | | | Purchase
Price | | | Average
Rent(2) | |
| Recent Acquisitions | | | | | | | | | | | | | | | | | | | | | | | | |
| Preston View | | Morrisville, NC | | 2/17/2017 | | | 2000 | | | | 382 | | | | 91.8 | % | | $ | 59.5 | | | $ | 1,060 | |
| Wesley Village | | Charlotte, NC | | 3/9/2017 | | | 2010 | | | | 301 | | | | 91.8 | % | | | 57.2 | | | | 1,299 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total/Average for recent acquisitions | | | | | | | | | 683 | | | | | | | $ | 116.7 | | | $ | 1,209 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Pending Investments at March 31, 2017 | | | | | | | | | | | | | | | | | | | | | | |
| Texas Portfolio(3) | | San Antonio/Tyler, TX | | | | | 2007-2009 | | | | 1,408 | | | | 90.0 | % | | | 188.9 | | | | 1,213 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total/Average for pending investments | | | | | | | | | 1,408 | | | | | | | $ | 188.9 | | | $ | 1,213 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total recent acquisitions and pending investments | | | | | | | | | 2,091 | | | | | | | $ | 305.6 | | | $ | 1,212 | |
(1) All dates are for the year construction was completed or expects to be completed, or the date that a significant renovation has or will be completed.
(2) Represents the average effective monthly rent per occupied unit for all occupied units for the three months ended March 31, 2017. The average rent for the development projects and the pending investments is pro forma based on underwriting.
(3)Represents a five-property multifamily community portfolio located in San Antonio and Tyler, Texas. The total purchase price of approximately $188.9 million includes the assumption of approximately $147.7 million of existing mortgage debt.
| Bluerock Residential Growth REIT, Inc. |
| Recent Dispositions |
| (Unaudited and dollars in millions) |
Summary of Recent Dispositions
| Property | | Location | | Date Sold | | Number
of Units | | | Ownership
Interest in
Property | | | Sale
Price | | | BRG Net
Proceeds | | | IRR | | | Return on
Capital | |
| Village Green of Ann Arbor | | Ann Arbor, MI | | 2/22/2017 | | | 520 | | | | 48.6 | % | | $ | 71.4 | | | $ | 13.6 | | | | 38 | % | | | 232 | % |
| Bluerock Residential Growth REIT, Inc. |
| Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties |
| (Unaudited and dollars in thousands) |
Investments in Unconsolidated Real Estate Joint Ventures
For the Three Months Ended March 31, 2017
Multifamily
Community Name | | Location | | Number
of Units | | | Investment
as of
January 1,
2017 | | | Additional
Investments
(Dispositions)
during the
quarter | | | Investment
as of March
31, 2017 | | | Preferred
Return | | | Income
Earned
during the
quarter | |
| | | | | | | | | | | | | | | | | | | | | |
| Alexan CityCentre | | Houston, TX | | | 340 | | | $ | 7,733 | | | $ | - | | | $ | 7,733 | | | | 15 | % | | $ | 301 | |
| Alexan Southside | | Houston, TX | | | 270 | | | | 17,322 | | | | 1,693 | | | | 19,015 | | | | 15 | % | | | 641 | |
| APOK Townhomes | | Boca Raton, FL | | | 90 | | | | 7,569 | | | | (7,562 | )(1) | | | 7 | | | | | * | | | - | |
| Domain Phase 1 | | Garland, TX | | | 299 | | | | 5,249 | | | | (5,237 | )(1) | | | 12 | | | | | * | | | 141 | |
| EOS | | Orlando, FL | | | 296 | | | | - | | | | - | | | | - | | | | 15 | % | | | (22 | ) |
| Flagler Village | | Fort Lauderdale, FL | | | 384 | | | | 14,035 | | | | 10,149 | | | | 24,184 | | | | | * | | | (1 | ) |
| Helios | | Atlanta, GA | | | 282 | | | | 16,360 | | | | - | | | | 16,360 | | | | 15 | % | | | 605 | |
| Lake Boone Trail | | Raleigh, NC | | | 245 | | | | 9,919 | | | | 2,010 | | | | 11,929 | | | | 15 | % | | | 421 | |
| West Morehead | | Charlotte, NC | | | 286 | | | | 13 | | | | 1 | | | | 14 | | | | | * | | | - | |
| Whetstone | | Durham, NC | | | 204 | | | | 12,932 | | | | - | | | | 12,932 | | | | 15 | % | | | 486 | |
| | | | | | 2,696 | | | $ | 91,132 | | | $ | 1,054 | | | $ | 92,186 | | | | | | | $ | 2,572 | |
* The property is currently an equity method investment with common ownership.
(1) The Company was redeemed of its preferred equity interest in the development, in exchange obtained a 0.5% common equity interest and provided a mezzanine loan for the development as noted in the table below.
Notes and Accrued Interest Receivable from Related Parties
For the Three Months Ended March 31, 2017
Multifamily
Community Name | | Location | | Number
of Units | | | Note
Receivable as
of January 1,
2017 | | | Additions | | | Note
Receivable as
of March 31,
2017 | | | Note
Receivable
Interest | | | Interest
Income | |
| | | | | | | | | | | | | | | | | | | | | |
| APOK Townhomes | | Boca Raton, FL | | | 90 | | | $ | - | | | $ | 11,365 | | | $ | 11,365 | | | | 15 | % | | $ | 387 | |
| Domain Phase 1 | | Garland, TX | | | 299 | | | | - | | | | 20,511 | | | | 20,511 | | | | 15 | % | | | 233 | |
| West Morehead | | Charlotte, NC | | | 286 | | | | 21,267 | | | | 3,704 | | | | 24,971 | | | | 15 | % | | | 903 | |
| | | | | | 675 | | | $ | 21,267 | | | $ | 35,580 | | | $ | 56,847 | | | | | | | $ | 1,523 | |
| Bluerock Residential Growth REIT, Inc. |
| Portfolio Information |
| First Quarter 2017 |
| (Unaudited) |
| Properties | | Location | | Number of
Units | | | Year Built/
Renovated(1) | | | Average Rent(2) | | | Revenue per
Occupied Unit(3) | | | Average
Occupancy | |
| Operating Properties: | | | | | | | | | | | | | | | | | | | | | | |
| ARIUM at Palmer Ranch | | Sarasota, FL | | | 320 | | | | 2016 | | | $ | 1,182 | | | $ | 1,202 | | | | 96.2 | % |
| ARIUM Grandewood | | Orlando, FL | | | 306 | | | | 2005 | | | | 1,232 | | | | 1,269 | | | | 96.8 | % |
| ARIUM Gulfshore | | Naples, FL | | | 368 | | | | 2016 | | | | 1,209 | | | | 1,219 | | | | 93.3 | % |
| ARIUM Palms | | Orlando, FL | | | 252 | | | | 2008 | | | | 1,240 | | | | 1,256 | | | | 94.4 | % |
| ARIUM Pine Lakes | | Port St. Lucie, FL | | | 320 | | | | 2003 | | | | 1,087 | | | | 1,159 | | | | 97.9 | % |
| ARIUM Westside | | Atlanta, GA | | | 336 | | | | 2008 | | | | 1,451 | (4) | | | 1,505 | (4) | | | 95.0 | % |
| Ashton Reserve | | Charlotte, NC | | | 473 | | | | 2015 | | | | 1,032 | | | | 1,053 | | | | 95.4 | % |
| Enders Place at Baldwin Park | | Orlando, FL | | | 220 | | | | 2003 | | | | 1,629 | | | | 1,677 | | | | 96.2 | % |
| Fox Hill | | Austin, TX | | | 288 | | | | 2010 | | | | 1,202 | | | | 1,259 | | | | 96.7 | % |
| Lansbrook Village | | Palm Harbor, FL | | | 621 | | | | 2004 | | | | 1,233 | | | | 1,317 | | | | 93.9 | % |
| Legacy at Southpark | | Austin, TX | | | 250 | | | | 2016 | | | | 1,200 | | | | 1,277 | | | | 94.2 | % |
| MDA Apartments | | Chicago, IL | | | 190 | | | | 2006 | | | | 2,299 | | | | 2,314 | | | | 95.4 | % |
| Nevadan | | Atlanta, GA | | | 480 | | | | 1990 | | | | 1,057 | | | | 1,082 | | | | 94.3 | % |
| Park & Kingston | | Charlotte, NC | | | 168 | | | | 2015 | | | | 1,172 | | | | 1,204 | | | | 95.4 | % |
| Preston View | | Morrisville, NC | | | 382 | | | | 2000 | | | | 1,060 | | | | 1,115 | | | | 94.7 | % |
| Roswell City Walk | | Roswell, GA | | | 320 | | | | 2015 | | | | 1,403 | | | | 1,437 | | | | 89.7 | % |
| Sorrel | | Frisco, TX | | | 352 | | | | 2015 | | | | 1,230 | | | | 1,283 | | | | 89.4 | % |
| Sovereign | | Fort Worth, TX | | | 322 | | | | 2015 | | | | 1,292 | | | | 1,357 | | | | 94.1 | % |
| The Brodie | | Austin, TX | | | 324 | | | | 2001 | | | | 1,135 | | | | 1,211 | | | | 92.5 | % |
| The Preserve at Henderson Beach | | Destin, FL | | | 340 | | | | 2009 | | | | 1,312 | | | | 1,358 | | | | 92.5 | % |
| Wesley Village | | Charlotte, NC | | | 301 | | | | 2010 | | | | 1,299 | | | | 1,365 | | | | 95.0 | % |
| Whetstone | | Durham, NC | | | 204 | | | | 2015 | | | | 1,202 | | | | 1,263 | | | | 91.6 | % |
| Total Operating Properties | | | | | 7,137 | | | | | | | | 1,252 | | | | 1,300 | | | | 94.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Development Properties: | | | | | | | | | | | | | | | | | | | | | | |
| Alexan CityCentre | | Houston, TX | | | 340 | | | | 2017 | | | | 2,144 | (5) | | | N/A | | | | N/A | |
| Alexan Southside Place | | Houston, TX | | | 270 | | | | 2018 | | | | 2,012 | (5) | | | N/A | | | | N/A | |
| APOK Townhomes | | Boca Raton, FL | | | 90 | | | | 2019 | | | | 2,549 | (5) | | | N/A | | | | N/A | |
| Crescent Perimeter | | Atlanta, GA | | | 320 | | | | 2019 | | | | 1,749 | (5) | | | N/A | | | | N/A | |
| Domain Phase 1 | | Garland, TX | | | 299 | | | | 2019 | | | | 1,469 | (5) | | | N/A | | | | N/A | |
| Flagler Village | | Fort Lauderdale, FL | | | 384 | | | | 2020 | | | | 2,481 | (5) | | | N/A | | | | N/A | |
| Helios | | Atlanta, GA | | | 282 | | | | 2017 | | | | 1,486 | (5) | | | N/A | | | | N/A | |
| Lake Boone Trail | | Raleigh, NC | | | 245 | | | | 2018 | | | | 1,271 | (5) | | | N/A | | | | N/A | |
| Vickers Village | | Roswell, GA | | | 79 | | | | 2018 | | | | 3,176 | (5) | | | N/A | | | | N/A | |
| West Morehead | | Charlotte, NC | | | 286 | | | | 2019 | | | | 1,507 | (5) | | | N/A | | | | N/A | |
| Total Development Properties | | | | | 2,595 | | | | | | | | 1,876 | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Operating and Development Properties | | | | | 9,732 | | | | | | | $ | 1,422 | | | $ | 1,300 | | | | 94.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Pending Properties: | | | | | | | | | | | | | | | | | | | | | | |
| Texas Portfolio | | San Antonio/Tyler, TX | | | 1,408 | | | | 2007-2009 | | | | 1,213 | | | | N/A | | | | N/A | |
| Total Pending Properties | | | | | 1,408 | | | | | | | $ | 1,213 | | | | N/A | | | | N/A | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Total Portfolio Including Pending Properties | | | | | 11,140 | | | | | | | $ | 1,396 | | | $ | 1,300 | | | | 94.2 | % |
| (1) | Represents date of last significant renovation or year built if there were no renovations. |
| (2) | Represents the average effective monthly rent per occupied unit for all occupied units for the three months ended March 31, 2017. |
| (3) | Revenue per occupied unit is total revenue divided by average number of occupied units for the three months ended March 31, 2017. |
| (4) | Represents average rent and revenue per occupied unit for residential units only and excludes the property's retail space. |
| (5) | Represents pro forma rent upon stabilization based on current underwriting. |
| Bluerock Residential Growth REIT, Inc. |
| Development Properties |
| As of March 31, 2017 |
| (Unaudited and dollars in millions) |
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 2 of this document for a discussion of risks and uncertainties.
| | | | | | | | | | | | | | | Estimated/Actual Dates for |
| Under Construction(1) | | Total Units | | | Total
Estimated
Construction
Cost | | | Cost to
Date | | | Total
Available
Financing | | | Construction
Start | | Initial
Occupancy | | Construction
Completion | | Stabilized
Operations(2) |
| Alexan CityCentre | | | 340 | | | $ | 83.0 | | | $ | 68.3 | | | $ | 55.1 | | | 4Q14 | | 2Q17 | | 4Q17 | | 4Q18 |
| Alexan Southside Place | | | 270 | | | $ | 49.0 | | | $ | 22.1 | | | $ | 31.6 | | | 4Q15 | | 4Q17 | | 2Q18 | | 4Q18 |
| APOK Townhomes | | | 90 | | | $ | 28.9 | | | $ | 6.3 | | | $ | 18.7 | | | 2Q17 | | 3Q18 | | 1Q19 | | 3Q19 |
| Crescent Perimeter | | | 320 | | | $ | 70.0 | | | $ | 20.5 | | | $ | 44.7 | | | 4Q16 | | 4Q18 | | 2Q19 | | 4Q19 |
| Domain Phase 1 | | | 299 | | | $ | 52.6 | | | $ | 8.8 | | | $ | 36.7 | | | 1Q17 | | 4Q18 | | 2Q19 | | 4Q19 |
| Flagler Village | | | 384 | | | $ | 131.8 | | | $ | 27.1 | | | $ | 92.3 | | | 1Q18 | | 3Q19 | | 3Q20 | | 3Q21 |
| Helios | | | 282 | | | $ | 50.9 | | | $ | 36.6 | | | $ | 38.1 | | | 4Q15 | | 2Q17 | | 4Q17 | | 2Q18 |
| Lake Boone Trail | | | 245 | | | $ | 40.2 | | | $ | 19.5 | | | $ | 25.2 | | | 2Q16 | | 1Q18 | | 3Q18 | | 2Q19 |
| Vickers Village | | | 79 | | | $ | 30.4 | | | $ | 11.4 | | | $ | 18.0 | | | 2Q16 | | 1Q18 | | 3Q18 | | 1Q19 |
| West Morehead | | | 286 | | | $ | 60.0 | | | $ | 14.6 | | | $ | 41.8 | | | 4Q16 | | 4Q18 | | 2Q19 | | 4Q19 |
(1)The properties are under development. Alexan CityCentre, Alexan Southside Place, Helios, and Lake Boone Trail are preferred equity investments with an option to convert into partial ownership upon stabilization. Domain Phase 1, West Morehead, and APOK Townhomes are mezzanine loan investments with an option to purchase indirect property interest upon maturity. Flagler Village, Vickers Village, and Crescent Perimeter are common interests and do not have a preferred equity or mezzanine structure.
(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 |
| First Quarter 2017 |
| (Unaudited and dollars in thousands except for share and per share data) |
| | | March 31,
2017 | | | December 31,
2016 | |
| ASSETS | | | | | | | | |
| Net Real Estate Investments | | | | | | | | |
| Land | | $ | 152,768 | | | $ | 142,274 | |
| Buildings and improvements | | | 897,890 | | | | 848,445 | |
| Furniture, fixtures and equipment | | | 28,774 | | | | 27,617 | |
| Construction in progress | | | 16,768 | | | | 10,878 | |
| Total Gross Real Estate Investments | | | 1,096,200 | | | | 1,029,214 | |
| Accumulated depreciation | | | (44,535 | ) | | | (42,137 | ) |
| Total Net Real Estate Investments | | | 1,051,665 | | | | 987,077 | |
| Cash and cash equivalents | | | 109,971 | | | | 82,047 | |
| Restricted cash | | | 22,954 | | | | 45,402 | |
| Notes and accrued interest receivable from related parties | | | 56,847 | | | | 21,267 | |
| Due from affiliates | | | 890 | | | | 948 | |
| Accounts receivable, prepaid and other assets | | | 7,946 | | | | 8,610 | |
| Preferred equity investments and investments in unconsolidated real estate joint ventures | | | 92,186 | | | | 91,132 | |
| In-place lease intangible assets, net | | | 3,713 | | | | 4,839 | |
| Total Assets | | $ | 1,346,172 | | | $ | 1,241,322 | |
| | | | | | | | | |
| LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY | | | | | | | | |
| Mortgages payable | | $ | 750,811 | | | $ | 710,575 | |
| Accounts payable | | | 1,862 | | | | 1,669 | |
| Other accrued liabilities | | | 14,451 | | | | 13,431 | |
| Due to affiliates | | | 3,587 | | | | 2,409 | |
| Distributions payable | | | 8,089 | | | | 7,328 | |
| Total Liabilities | | | 778,800 | | | | 735,412 | |
| | | | | | | | | |
| 8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized, and 5,721,460 issued and outstanding as of March 31, 2017 and December 31, 2016 | | | 138,431 | | | | 138,316 | |
| Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 150,000 shares authorized, 45,051 and 21,482 issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | | | 39,653 | | | | 18,938 | |
| 7.6250% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,323,750 issued and outstanding as of March 31, 2017 and December 31, 2016 | | | 56,138 | | | | 56,095 | |
| Stockholders’ Equity | | | | | | | | |
| Preferred stock, $0.01 par value, 230,975,000 shares authorized; none issued and outstanding | | | — | | | | — | |
| 7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,850,602 issued and outstanding, as of March 31, 2017 and December 31, 2016 | | | 68,710 | | | | 68,760 | |
| Common stock - Class A, $0.01 par value, 747,586,185 shares authorized; 24,190,914 and 19,567,506 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | | | 242 | | | | 196 | |
| Additional paid-in-capital | | | 317,665 | | | | 257,403 | |
| Distributions in excess of cumulative earnings | | | (97,131 | ) | | | (84,631 | ) |
| Total Stockholders’ Equity | | | 289,486 | | | | 241,728 | |
| Noncontrolling Interests | | | | | | | | |
| Operating partnership units | | | 1,911 | | | | 2,216 | |
| Partially owned properties | | | 41,753 | | | | 48,617 | |
| Total Noncontrolling Interests | | | 43,664 | | | | 50,833 | |
| Total Equity | | | 333,150 | | | | 292,561 | |
| TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY | | $ | 1,346,172 | | | $ | 1,241,322 | |
| Bluerock Residential Growth REIT, Inc. |
| Consolidated Statements of Operations |
| For the Three Months Ended March 31, 2017 and 2016 |
| (Dollars in thousands) |
| | | Three Months Ended | |
| | | March 31, | |
| | | 2017 | | | 2016 | |
| Revenues | | | | | | | | |
| Net rental income | | $ | 23,867 | | | $ | 15,928 | |
| Other property revenues | | | 1,272 | | | | 706 | |
| Interest income from related parties | | | 1,523 | | | | — | |
| Total revenues | | | 26,662 | | | | 16,634 | |
| Expenses | | | | | | | | |
| Property operating | | | 9,830 | | | | 6,593 | |
| General and administrative | | | 1,449 | | | | 1,273 | |
| Management fees | | | 2,768 | | | | 1,214 | |
| Acquisition and pursuit costs | | | 3,182 | | | | 1,209 | |
| Management internalization process | | | 481 | | | | — | |
| Depreciation and amortization | | | 10,944 | | | | 7,510 | |
| Total expenses | | | 28,654 | | | | 17,799 | |
| Operating loss | | | (1,992 | ) | | | (1,165 | ) |
| Other income (expense) | | | | | | | | |
| Preferred returns and equity in income of unconsolidated real estate joint ventures | | | 2,572 | | | | 2,768 | |
| Gain on sale of real estate investments | | | 16,466 | | | | — | |
| Interest expense, net | | | (7,118 | ) | | | (4,228 | ) |
| Total other income (expense) | | | 11,920 | | | | (1,460 | ) |
| | | | | | | | | |
| Net income (loss) | | | 9,928 | | | | (2,625 | ) |
| Preferred stock dividends | | | (5,851 | ) | | | (1,482 | ) |
| Preferred stock accretion | | | (338 | ) | | | (125 | ) |
| Net income (loss) attributable to noncontrolling interests | | | | | | | | |
| Operating partnership units | | | (56 | ) | | | (62 | ) |
| Partially-owned properties | | | 8,785 | | | | (35 | ) |
| Net income (loss) attributable to noncontrolling interests | | | 8,729 | | | | (97 | ) |
| Net loss attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| | | | | | | | | |
| Net loss per common share - Basic | | $ | (0.20 | ) | | $ | (0.20 | ) |
| | | | | | | | | |
| Net loss per common share – Diluted | | $ | (0.20 | ) | | $ | (0.20 | ) |
| | | | | | | | | |
| Weighted average basic common shares outstanding | | | 24,989,621 | | | | 20,521,596 | |
| Weighted average diluted common shares outstanding | | | 24,989,621 | | | | 20,521,596 | |
| Bluerock Residential Growth REIT, Inc. |
| Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) Attributable to Common Stockholders |
| For the Three Months Ended March 31, 2017 and 2016 |
| (Unaudited and dollars in thousands except for share and per share data) |
| | | Three Months Ended
March 31, | |
| | | 2017 | | | 2016 | |
| Net (loss) income attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| Common stockholders pro-rata share of: | | | | | | | | |
| Real estate depreciation and amortization(1) | | | 9,802 | | | | 6,470 | |
| Gain on sale of real estate assets | | | (7,397 | ) | | | — | |
| FFO Attributable to Common Stockholders(2) | | $ | (2,585 | ) | | $ | 2,335 | |
| Common stockholders pro-rata share of: | | | | | | | | |
| Amortization of non-cash interest expense | | | 474 | | | | 83 | |
| Acquisition and pursuit costs | | | 3,006 | | | | 1,147 | |
| Normally recurring capital expenditures | | | (291 | ) | | | (208 | ) |
| Management internalization process | | | 475 | | | | — | |
| Preferred stock accretion | | | 333 | | | | 123 | |
| Non-cash equity compensation | | | 3,165 | | | | 1,818 | |
| AFFO Attributable to Common Stockholders(2) | | $ | 4,577 | | | $ | 5,298 | |
| Weighted average common shares outstanding(3) | | | 24,990,282 | | | | 20,534,974 | |
| PER SHARE INFORMATION: | | | | | | | | |
| FFO Attributable to Common Stockholders – diluted | | $ | (0.10 | ) | | $ | 0.11 | |
| AFFO Attributable to Common Stockholders – diluted | | $ | 0.18 | | | $ | 0.26 | |
| Pro forma AFFO Attributable to Common Stockholders – diluted(4) | | $ | 0.38 | | | | N/A | |
(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) Seepage 30 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 shares for the quarter, including OP units of 283,198 was 25,273,480. AFFO related to the OP units is excluded from the calculation above. When including both, AFFO attributable to OP units and 283,198 of OP units in the weighted average share count, in the above calculation, AFFO is $0.18 per share.
(4) Pro forma AFFO for the three months ended March 31, 2017 assumes the investment of $150 million in estimated available cash had occurred on January 1, 2017:
| # | | Investment | | MSA | | # Units | | | Investment
Amount
($MM's) | |
| 1 | | Additional Investment - Lake Boone Preferred Equity | | Raleigh, NC | | | 245 | | | $ | 2 | |
| 2 | | Additional Investment - West Morehead Mezzanine Loan | | Charlotte, NC | | | 286 | | | | 3 | |
| 3 | | Mezzanine Loan - Identified Developments | | Dallas, TX; Boca Raton, Jacksonville & Ft. Lauderdale, FL; Atlanta, GA | | | 1,438 | | | | 61 | |
| 4 | | Acquisition - Identified Assets | | Morrisville & Charlotte, NC | | | 683 | | | | 35 | |
| 5 | | Acquisition - Unidentified Assets, assumes 5.75% cap rate | | - | | | - | | | | 27 | |
| 6 | | Mezzanine Loan - Unidentified | | - | | | - | | | | 22 | |
| | | Total | | | | | | | | $ | 150 | |
The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at January 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.
The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.
| Bluerock Residential Growth REIT, Inc. |
| Debt Summary Information |
| As of March 31, 2017 |
| (Unaudited and dollars in thousands) |
Debt Outstanding
| Property | | Outstanding
Principal | | | Interest Rate | | | Fixed/ Floating | | Maturity Date |
| ARIUM at Palmer Ranch | | $ | 26,925 | | | | 2.96 | % | | LIBOR + 2.17% (1) | | February 1, 2023 |
| ARIUM Grandewood | | | 34,294 | | | | 2.61 | % | | Floating (2) | | December 1, 2024 |
| ARIUM Gulfshore | | | 32,626 | | | | 2.96 | % | | LIBOR + 2.17% (1) | | February 1, 2023 |
| ARIUM Palms | | | 24,999 | | | | 3.01 | % | | LIBOR + 2.22% (1) | | September 1, 2022 |
| ARIUM Pine Lakes | | | 26,950 | | | | 3.95 | % | | Fixed | | November 1, 2023 |
| ARIUM Westside | | | 52,150 | | | | 3.68 | % | | Fixed | | August 1, 2023 |
| Ashton Reserve I | | | 31,777 | | | | 4.67 | % | | Fixed | | December 1, 2025 |
| Ashton Reserve II | | | 15,270 | | | | 3.41 | % | | LIBOR + 2.62% (1) | | January 1, 2026 |
| Crescent Perimeter (3) | | | — | | | | N/A | | | LIBOR + 3.00% | | December 12, 2020 |
| Enders Place at Baldwin Park (4) | | | 24,619 | | | | 4.30 | % | | Fixed | | November 1, 2022 |
| Fox Hill | | | 26,705 | | | | 3.57 | % | | Fixed | | April 1, 2022 |
| Lansbrook Village | | | 57,190 | | | | 3.23 | % | | LIBOR + 2.44% (1) | | August 1, 2026 |
| Legacy at Southpark | | | 26,500 | | | | 4.35 | % | | Fixed | | January 1, 2024 |
| MDA Apartments | | | 36,990 | | | | 5.35 | % | | Fixed | | January 1, 2023 |
| Nevadan | | | 48,431 | | | | 3.27 | % | | LIBOR + 2.48% (1) | | November 1, 2023 |
| Park & Kingston (5) | | | 18,432 | | | | 3.41 | % | | Fixed | | April 1, 2020 |
| Preston View | | | 41,066 | | | | 2.86 | % | | LIBOR + 2.07% (1) | | March 1, 2024 |
| Roswell City Walk | | | 51,000 | | | | 3.63 | % | | Fixed | | December 1, 2026 |
| Sorrel | | | 38,684 | | | | 3.08 | % | | LIBOR + 2.29% (1) | | May 1, 2023 |
| Sovereign | | | 28,880 | | | | 3.46 | % | | Fixed | | November 10, 2022 |
| The Brodie | | | 34,825 | | | | 3.71 | % | | Fixed | | December 1, 2023 |
| The Preserve at Henderson Beach | | | 36,823 | | | | 4.65 | % | | Fixed | | January 5, 2023 |
| Vickers Roswell (6) | | | — | | | | N/A | | | LIBOR + 3.00% | | December 1, 2020 |
| Wesley Village | | | 40,545 | | | | 4.25 | % | | Fixed | | April 1, 2024 |
| Total | | | 755,681 | | | | | | | | | |
| Fair value adjustments | | | 2,224 | | | | | | | | | |
| Deferred financing costs, net | | | (7,094 | ) | | | | | | | | |
| Total | | $ | 750,811 | | | | | | | | | |
| Weighted Average Interest Rate | | | 3.64 | % | | | | | | | | |
(1) One month LIBOR as of March 31, 2017 was 0.79%.
(2) ARIUM Grandewood principal balance includes the initial advance of $29.44 million at a floating rate of 1.67% plus one month LIBOR and a $4.85 million supplemental loan at a floating rate of 2.74% plus one month LIBOR. At March 31, 2017, the interest rates on the initial advance and supplemental loan were 2.46% and 3.53%, respectively.
(3) Construction loan of up to $44.7 million. The loan has a one-year extension option subject to certain conditions.
(4) The Enders Place at Baldwin Park principal balance includes a $16.8 million loan at a fixed rate of 3.97% and a $7.8 million supplemental loan at a fixed rate of 5.01%.
(5) The Park & Kingston principal balance includes a $15.3 million loan at a fixed rate of 3.21% and a $3.2 million supplemental loan at a fixed rate of 4.34%.
(6) Construction loan of up to $18.0 million.
| Bluerock Residential Growth REIT, Inc. |
| Debt Summary Information Continued |
| As of March 31, 2017 |
| (Unaudited and dollars in thousands) |
Debt Maturity Schedules
| Year | | Fixed Rate | | | Floating Rate | | | Total | | | % of Total | |
| 2017 | | $ | 1,721 | | | $ | - | | | $ | 1,721 | | | | 0.23 | % |
| 2018 | | | 2,800 | | | | - | | | | 2,800 | | | | 0.37 | % |
| 2019 | | | 4,703 | | | | 1,121 | | | | 5,824 | | | | 0.77 | % |
| 2020 | | | 24,673 | | | | 3,467 | | | | 28,140 | | | | 3.72 | % |
| 2021 | | | 6,849 | | | | 4,311 | | | | 11,160 | | | | 1.48 | % |
| Thereafter | | | 395,450 | | | | 310,586 | | | | 706,036 | | | | 93.43 | % |
| | | $ | 436,196 | | | $ | 319,485 | | | $ | 755,681 | | | | 100.00 | % |
| Fair Value Adjustments | | | 2,224 | | | | - | | | | 2,224 | | | | | |
| Total | | $ | 438,420 | | | $ | 319,485 | | | $ | 757,905 | | | | | |
| | | Amounts | | | % of Total | | | Weighted
Average Rates | | | Weighted
Average
Maturities
(years) | |
| Secured Fixed Rate Debt | | $ | 438,420 | | | | 57.8 | % | | | 4.09 | % | | | 6.6 | |
| Secured Floating Rate Debt | | | 319,485 | | | | 42.2 | % | | | 3.04 | % | | | 7.1 | |
| Total | | $ | 757,905 | | | | 100.0 | % | | | 3.64 | % | | | 6.8 | |
| Bluerock Residential Growth REIT, Inc. |
| 2017 Second Quarter Outlook |
| (Unaudited and dollars in thousands except for per share data) |
| | | 2017 Second Quarter Outlook | |
| | | ($ in thousands except per share amounts) | |
| | | Q2 - Projected (8) | | | Q2 - Proforma (7) (8) | |
| Earnings | | | | | | | | |
| Adjusted Funds From Operations Attributable to Common Stockholders per share | | | $0.01 - $0.02 | | | | $0.26 - $0.28 | |
| | | | | | | | | |
| Operations | | | | | | | | |
| Revenue (1) | | | $23,760 - $23,950 | | | | $32,400 - $32,700 | |
| Property Operating Margin | | | 56.9% - 57.5 | % | | | 56.8% - 57.5 | % |
| Interest expense | | $ | 7,080 | | | $ | 8,690 | |
| General and administrative expenses as percentage of revenue (2) | | | 4.4% - 4.3 | % | | | 3.2% - 3.1 | % |
| Management fees | | $ | 2,510 | | | $ | 2,440 | |
| Depreciation and amortization expense | | $ | 10,400 | | | | | * |
| Depreciation and amortization recapture (3) | | | 89.7 | % | | | | * |
| Equity in operating earnings in unconsolidated subsidiaries (4) | | $ | 2,840 | | | $ | 2,150 | |
| Interest income from related parties | | $ | 1,340 | | | $ | 5,330 | |
| Noncontrolling interest (5) | | | 5.7% - 5.3 | % | | | 8.3% - 7.3 | % |
| Recurring capex (6) | | | $370 - $350 | | | | $460 - $430 | |
* Amount is indeterminable.
(1)Revenue includes only property level revenues and excludes income from preferred investments and mezzanine loans, which flow through the "Equity in operating earnings of unconsolidated subsidiaries" and "interest income from related parties" line items, respectively.
(2)General and administrative expenses exclude non-cash expenses, such as non-cash equity compensation.
(3)Represents estimated recapture of the Company's pro-rata share of depreciation for AFFO purposes and excludes depreciation and amortization on forecasted acquisitions.
(4) Represents the Company's share of income from unconsolidated subsidiaries including preferred investment income.
(5) Represents estimated net income/loss (excluding non-cash equity compensation, gain on sale of real estate assets, acquisition costs and depreciation on forecasted acquisitions) attributable to non-controlling 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) Pro forma guidance assumes the investment of $104 million in estimated available cash had occurred on April 1, 2017:
| # | | Investment | | MSA | | # Units | | | Investment
Amount ($MM's) | |
| 1 | | Acquisition - Identified Assets | | San Antonio & Tyler, TX | | | 1,408 | | | $ | 48 | |
| 2 | | Mezzanine Loan - Identified Developments | | Atlanta, GA | | | 399 | | | | 7 | |
| 3 | | Acquisition - Unidentified Assets, assumes 5.75% cap rate | | - | | | - | | | | 17 | |
| 4 | | Mezzanine Loan - Unidentified | | - | | | - | | | | 32 | |
| | | Total | | | | | | | | $ | 104 | |
The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at April 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.
The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.
(8) The Company has not reconciled projected and pro forma Adjusted Funds From Operations Attributable to Common Shareholders per share (“AFFO”) guidance to the corresponding GAAP financial measure because it does not provide guidance for various reconciling items. The Company is unable to provide guidance for these reconciling items since certain items that impact net income are outside of its control and cannot be reasonably predicted. Accordingly, reconciliations to the corresponding GAAP financial measures are not available.
| 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 attributable to common stockholders (“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, plus impairment write-downs of depreciable real estate, 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 attributable to common stockholders (“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 have acquired interests in eight additional operating properties and one investment accounted for on the equity method of accounting and sold three properties subsequent to March 31, 2016. 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) |
Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA")
EBITDA is defined as earnings before interest, income taxes, depreciation and amortization, calculated on a consolidated basis. 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 unobscured by non-cash items such as depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation of net (loss) income applicable to common shares to EBITDA.
| | | Three Months Ended
March 31, | |
| | | 2017 | | | 2016 | |
| Net (loss) income attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| Net (loss) income attributable to noncontrolling interest | | | 8,729 | | | | (97 | ) |
| Interest expense | | | 7,118 | | | | 4,228 | |
| Depreciation and amortization | | | 10,944 | | | | 7,510 | |
| Acquisition and pursuit costs | | | 3,182 | | | | 1,209 | |
| Management internalization process | | | 481 | | | | - | |
| Preferred stock accretion | | | 338 | | | | 125 | |
| Non-cash equity compensation | | | 3,201 | | | | 1,845 | |
| Gain on sale of real estate investments | | | (16,466 | ) | | | - | |
| | | | | | | | | |
| EBITDA | | $ | 12,537 | | | $ | 10,685 | |
| Bluerock Residential Growth REIT, Inc. |
| Definitions of Non-GAAP Financial Measures |
| (Unaudited and dollars in thousands) |
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) income attributable to common stockholders as computed in accordance with GAAP for the periods presented:
| | | Three Months Ended (1)
March 31, | |
| | | 2017 | | | 2016 | |
| Net loss attributable to common stockholders | | $ | (4,990 | ) | | $ | (4,135 | ) |
| Add pro-rata share: | | | | | | | | |
| Depreciation and amortization | | | 9,802 | | | | 6,470 | |
| Amortization of non-cash interest expense | | | 474 | | | | 83 | |
| Management fees | | | 2,737 | | | | 1,197 | |
| Acquisition and pursuit costs | | | 3,006 | | | | 1,147 | |
| Corporate operating expenses | | | 1,433 | | | | 1,269 | |
| Management internalization process | | | 475 | | | | - | |
| Preferred dividends | | | 5,786 | | | | 1,461 | |
| Preferred stock accretion | | | 333 | | | | 123 | |
| Less pro-rata share: | | | | | | | | |
| Preferred returns and equity in income of unconsolidated real estate joint ventures | | | 2,543 | | | | 2,730 | |
| Interest income from related parties | | | 1,506 | | | | - | |
| Gain on sale of real estate assets | | | 7,397 | | | | - | |
| Pro-rata share of properties' income | | | 7,610 | | | | 4,885 | |
| Add: | | | | | | | | |
| Noncontrolling interest pro-rata share of property income | | | 1,246 | | | | 1,015 | |
| Total property income | | | 8,856 | | | | 5,900 | |
| Add: | | | | | | | | |
| Interest expense, net | | | 6,453 | | | | 4,141 | |
| Net operating income | | | 15,309 | | | | 10,041 | |
| Less: | | | | | | | | |
| Non-same store net operating income | | | 7,031 | | | | 2,578 | |
| Same store net operating income | | $ | 8,278 | | | $ | 7,463 | |
(1) Same Store sales for the three months ended March 31, 2017 related to the following properties: Enders Place at Baldwin Park, MDA Apartments, Lansbrook Village, ARIUM Grandewood, Fox Hill, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, and ARIUM Gulfshore.
