UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 11, 2020

 

Bluerock Residential Growth REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland   001-36369   26-3136483
(State or other jurisdiction of incorporation
or organization)
  (Commission File Number)     (I.R.S. Employer
Identification No.)

 

1345 Avenue of the Americas, 32nd Floor, New York, NY 10105
(Address of principal executive offices)
 
(212) 843-1601
(Registrant’s telephone number, including area code)
 
712 Fifth Avenue, 9th Floor, New York, NY 10019  
(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share BRG NYSE American
8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share BRG-PrA NYSE American
7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share BRG-PrC NYSE American
7.125% Series D Cumulative Preferred Stock, $0.01 par value per share BRG-PrD NYSE American

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

 

Title of each class

Series B Redeemable Preferred Stock, $0.01 par value per share

Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

On May 11, 2020, Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, issued a press release announcing its financial results for the first quarter ended March 31, 2020. Additionally, the Company is furnishing certain supplemental financial information, or the Supplemental Financial Information. Copies of the press release and the Supplemental Financial Information are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and shall not be incorporated by reference into any registration statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

ITEM 7.01 REGULATION FD DISCLOSURE.

 

As disclosed above in Item 2.02 of this Current Report on Form 8-K, on May 11, 2020, the Company issued the press release and Supplemental Financial Information attached hereto as Exhibit 99.1 and Exhibit 99.2 announcing the Company’s financial results for the first quarter ended March 31, 2020 and certain other supplemental financial information. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein, in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)       Exhibits.

 

The following exhibits relating to Items 2.02 and 7.01 of this Current Report on Form 8-K are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

 

Exhibit No.   Description
     
99.1   Press Release, dated May 11, 2020.
99.2   Supplemental Financial Information.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BLUEROCK RESIDENTIAL GROWTH REIT, INC.
     
     
Dated: May 11, 2020 By: /s/Christopher J. Vohs
    Christopher J. Vohs
    Chief Financial Officer and Treasurer

 

 

 

 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Press Release, dated May 11, 2020.
99.2   Supplemental Financial Information.

 

 

 

 

Exhibit 99.1

 

 

 

For Immediate Release

 

Bluerock Residential Growth REIT Announces First Quarter 2020 Results

 

Total Revenues Grew 9% YoY -

- Same Store Revenues Grew 3.1% YoY -

Collected 97% of April and 92% of May Rents Including Payment Plans -

 

New York, NY (May 11, 2020) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communities, announced today its financial results for the quarter ended March 31, 2020.

 

First Quarter Highlights

 

- Total revenues grew 9% to $56.2 million for the quarter from $51.5 million in the prior year period.

 

- Net loss attributable to common stockholders for the first quarter of 2020 was ($0.70) per share, as compared to ($0.53) per share in the prior year period. Net loss attributable to common stockholders includes non-cash items, including depreciation and amortization expense, of $0.88 per share in the first quarter of 2020 compared to $0.74 per share for the prior year period.

 

- Property Net Operating Income (“NOI”) grew 15% to $31.1 million, from $27.1 million in the prior year period.

 

- Same store revenue and NOI increased 3.1% and 2.6% respectively, as compared to the prior year period.

 

- Improved operating margins by 240 basis points year over year to 61.7%.

 

- Core funds from operations attributable to common shares and units (“CFFO”) increased 13% to $7.1 million, from $6.3 million in the prior year period. CFFO per share was up 10% to $0.22 for the first quarter as compared to $0.20 in the prior year period.

 

- Consolidated real estate investments, at cost, were approximately $2.2 billion.

 

- Completed the following investments:

 

- Two multifamily communities totaling 610 units for a total purchase price of $138 million.
- Preferred equity and mezzanine loan investments totaling $14 million, including in two multifamily communities totaling 408 units in Savannah, Georgia and Pensacola, Florida, and additional fundings for seven multifamily developments.
- Purchased land for a ground lease for $3 million and committed $20 million for the ground lease tenant’s multifamily development.

 

- Completed the following dispositions:

 

- Sold an asset underlying an unconsolidated joint venture and one operating property for an aggregate sales price of $112 million, for net proceeds of $42 million.
- In April 2020, closed on sales of three properties for $160 million which were entered into pre-COVID-19.

 

 

 

 

- Completed 120 value-add unit upgrades during the quarter achieving an average 21.8% ROI.

 

- Paid quarterly dividend of $0.1625 in cash per share of common stock, a 74% payout ratio on a CFFO basis.

 

- Raised $57.4 million through its registered Series T Preferred Stock offering in the quarter.

 

Included later in this release are definitions of NOI, CFFO and other Non-GAAP financial measures and reconciliations of such measures to their most comparable financial measures as calculated and presented under GAAP.

 

COVID-19 Pandemic Update

 

The Company’s first quarter performance did not incur significant impact from the COVID-19 pandemic. The Company is closely monitoring COVID-19’s impact on its business, properties, tenants, partners and employees and the full impact of the COVID-19 pandemic on rental revenues and overall financial performance remains uncertain.

 

Health and Safety Protocols

 

Since the beginning of the COVID-19 pandemic, the Company executed on actions to prioritize the health and well-being of its tenants, business partners, service providers and employees, while striving to provide the highest quality living experience possible and facilitating virtual leasing.

 

All of the Company’s multifamily communities have remained open and are complying with federal, state and local shelter-in-place orders and remain accessible for our tenants, although non-essential amenity spaces such as club houses, pools and fitness centers, have been closed as required.

 

Implemented enhanced protocols for the sanitization of community common areas.

 

All communications, leasing efforts, and resident servicing remain fully functional primarily through direct appointments, digital and virtual means.

 

Leasing at all communities continues through the implementation of virtual tours and online leasing for prospective tenants.

 

Implemented working from home policies for BRG corporate employees.

 

Post-Quarter Operational Performance

 

As of May 9, 2020, the Company has collected 97% of April rents from its multifamily properties, including payment plans of 1%, and 92% of May rents, including payment plans of 2%.

 

Occupancy remains strong at 94.3% as of April 30, 2020.

 

Current Liquidity

 

Due to the uncertainties presented by the COVID-19 pandemic, the Company has taken a number of measures to increase its liquidity and believes it has sufficient liquidity through this uncertain period.

 

 

 

 

The Company has approximately $117.9 million in cash and $51 million of capacity on its credit facilities as of May 8, 2020.

 

Over $22 million has been raised from the Company’s continuous Series T Preferred Stock offering since March 31, 2020.

 

“We are committed to the health, safety, and well-being of our employees, business partners, service providers and tenants. We thank our dedicated team that continues to ensure that our properties maintain their high standard of service in spite of the challenges from COVID-19,” said Ramin Kamfar, Company Chairman and CEO. “We are pleased with the strong operating results in the first quarter. We are encouraged by the rental collections in April and May which reflect the quality and stability of our investments in highly amenitized, live/work/play apartment communities in knowledge-based job economies; such as health care, technology, education, sciences and finance sectors, but recognize that we may face some challenges in the future due to the impact of COVID-19. We have taken steps to bolster our cash position to effectively navigate the current crisis and to ensure that we have the capital to continue executing on our investment strategy.”

 

First Quarter 2020 Financial Results

 

Net loss attributable to common stockholders for the first quarter of 2020 was $16.5 million, compared to $12.1 million in the prior year period. Net loss attributable to common stockholders included non-cash expenses of $20.9 million or $0.88 per share in the first quarter of 2020 compared to $17.2 million or $0.74 per share for the prior year period.

 

CFFO for the first quarter of 2019 was $7.1 million, or $0.22 per diluted share, compared to $6.3 million, or $0.20 per diluted share, in the prior year period. CFFO adds back non-cash, non-operating expenses such as accretion on the Company’s Series B preferred stock. CFFO was primarily driven by growth in property NOI of $4.0 million, interest income of $0.1 million and preferred returns of $0.3 million. This was primarily offset by a year-over-year increase in interest expense of $0.4 million and preferred stock dividends of $3.2 million.

 

Total Portfolio Performance

 

$ In thousands, except average rental rates     1Q20     1Q19       Variance  
Total Revenues (1)   $ 56,241     $ 51,466       9.3 %
Property Operating Expenses   $ 19,299     $ 18,602       3.7 %
NOI   $ 31,054     $ 27,088       14.6 %
Operating Margin     61.7 %     59.3 %     240 bps
Occupancy Percentage     94.2 %     93.9 %     30 bps
Average Rental Rate   $ 1,331     $ 1,299       2.5 %

 

(1) Including interest income from related parties

 

For the first quarter of 2020, property revenues increased by 10.2% compared to the same prior year period primarily attributable to the increased size of the portfolio. Total portfolio NOI was $31.1 million, an increase of $4.0 million, or 14.6%, compared to the same period in the prior year. Property operating expenses were up primarily due to the increased size of the portfolio.

 

Property NOI margins expanded by 240 basis points to 61.7% of revenue for the quarter, compared to 59.3% of revenue in the prior year quarter.

 

 

 

 

Same Store Portfolio Performance

 

$ In thousands, except average rental rates     1Q20     1Q19     Variance  
Revenues   $ 39,380     $ 38,213       3.1 %
Property Operating Expenses   $ 15,470     $ 14,920       3.7 %
NOI   $ 23,910     $ 23,293       2.6 %
Operating Margin     60.7 %     61.0 %     (30 )bps
Occupancy Percentage     94.3 %     94.3 %     0 bps
Average Rental Rate   $ 1,348     $ 1,310       2.9 %

 

The Company’s same store portfolio for the quarter ended March 31, 2020 included 27 properties. For the first quarter of 2020, same store NOI was $23.9 million, an increase of $0.6 million, or 2.6%, compared to the same period in the prior year. Same store property revenues grew by 3.1% compared to the same prior year period, primarily attributable to a 2.9% increase in average rental rates as twenty-five of the Company’s twenty-seven same store properties recognized rental rate increases during the period.

 

Same store expenses increased 3.7%, or $0.55 million, of which $0.5 million or 3.4% was due to non-controllable expenses. Real estate taxes increased $0.3 million from prior year due to municipality tax increases. In addition, insurance expenses increased $0.2 million due to industrywide multifamily price increases stemming from carrier losses over the past two years.

 

Renovation Activity

 

The Company completed 120 value-add unit upgrades during the first quarter achieving a 21.8% ROI. Since inception, within the existing portfolio, the Company has completed 2,765 value-add unit upgrades at an average cost of $5,811 per unit and achieved an average monthly rental rate increase of $114 per unit, equating to a 23.5% ROI on all unit upgrades leased as of March 31, 2020. The Company has identified approximately 4,611 remaining units within the existing portfolio for value-add upgrades with similar projected economics to the completed renovations. Due to the uncertainty surrounding the COVID-19 impact, the Company has temporarily suspended most interior renovations at this point, with the view that it will evaluate its renovation program at the market and property level as it has more visibility on the economic recovery. The Company has adjusted its forecasts and now expects to complete between 120 and 130 unit renovations in 2020.

 

Portfolio Activity

 

The Company completed the following investments:

 

- Acquired a 100% interest in a 254-unit apartment community located in Phoenix, Arizona, known as Avenue 25. The total purchase price was $56 million, funded in part by a $37 million mortgage loan secured by the property.

 

- Acquired a 100% interest in a 356-unit apartment community located in Cumming, Georgia, known as Falls at Forsyth. The total purchase price was $83 million, funded in part by the Company’s senior credit facility secured by the property.

 

- Made additional preferred equity investments in the Strategic Portfolio totaling $8 million into two operating assets with 408-units called Georgetown Crossing and Park on the Square, located in Savannah, Georgia and Pensacola, Florida, respectively. Subsequent to quarter end, the Company made a $4 million preferred equity investment in The Commons located in Jacksonville, Florida, the last property in the portfolio.

 

 

 

 

- Funded $6 million under existing preferred and mezzanine loan commitments in seven investments.

 

- Acquired land for $3 million and committed $20 million for the ground lease tenant’s multifamily development in Austin, Texas.

 

The Company completed the following activities:

 

- Received $23 million of net proceeds from the sale of the Helios property and $20 million of proceeds from the sale of the Whetstone property.

 

- Received a $21 million paydown on The Park at Chapel Hill mezzanine loan and an $8 million paydown on the Motif mezzanine loan.

 

- Pre-COVID-19, entered into sales agreements for the sale of Ashton I & II, Enders Place at Baldwin Park and Marquis at TPC which closed in April 2020 for total sales prices of $160 million.

 

Balance Sheet

 

As of March 31, 2020, the Company had $94.2 million of unrestricted cash on its balance sheet, approximately $51.0 million available among its revolving and term credit facilities, and $1.6 billion of indebtedness outstanding.

 

During the first quarter, the Company raised gross proceeds of approximately $57.4 million through the issuance of 2.3 million shares of Series T Preferred Stock at $25.00 per share. The Series T Preferred Stock continuous offering offers 20,000,000 preferred shares in the primary offering, along with 12,000,000 preferred shares pursuant to a dividend reinvestment plan. The preferred shares are offered at $25.00 per share and pay cumulative monthly dividends at a 6.15% annual rate, along with an annual stock dividend of up to 0.2% for five years.

 

The Company redeemed 16,986 shares of Series B Preferred Stock representing a stated value of $17.0 million plus accrued and unpaid dividends by issuing 1,442,650 shares of Class A common stock at an average price of $11.79 per share.

 

The Company repurchased 1,028,293 shares of Class A common stock during the first quarter at an average price of $11.29 per share, for approximately $11.6 million under its $50.0 million share repurchase plan announced in December 2019.

 

The Company sold 166,873 shares of its Class A common stock at a weighted average price of $12.10 per share, for total proceeds of approximately $2.0 million under its Class A common stock ATM (“At-the-Market”) offering announced in September 2019.

 

Dividend

 

The Board of Directors authorized, and the Company declared, a quarterly cash dividend for the first quarter of 2020 equal to a quarterly rate of $0.1625 per share on its Class A and Class C common stock, payable to the stockholders of record as of March 25, 2020, and was paid on April 3, 2020. A portion of each dividend may constitute a return of capital for tax purposes.

 

The Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 8.250% Series A Cumulative Redeemable Preferred Stock for the first quarter of 2020, in the amount of $0.515625 per share. In addition, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.625% Series C Cumulative Redeemable Preferred Stock for the first quarter of 2020, in the amount of $0.4765625 per share. Further, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.125% Series D Cumulative Preferred Stock for the first quarter of 2020, in the amount of $0.4453125 per share. The dividends were payable to the stockholders of record on March 25, 2020, and were paid on April 3, 2020.

 

 

 

 

On April 14, 2020, the Board of Directors authorized, and the Company declared, a monthly dividend of $5.00 per share of Series B Preferred Stock, payable to the stockholders of record as of April 24, 2020, which was paid in cash on May 5, 2020. On May 9, 2020, the Board of Directors authorized, and the Company declared, a monthly dividend of $5.00 per share of Series B Preferred Stock, payable to the stockholders of record as of May 22, 2020, and June 25, 2020, which will be paid in cash on June 5, 2020 and July 2, 2020, respectively.

 

On April 14, 2020, the Board of Directors authorized, and the Company declared a monthly dividend of $0.128125 per share of Series T Preferred Stock, prorated on the basis of the actual number of days in the applicable dividend period during which each share was outstanding.  Such pro-rated dividends were payable to the stockholders of record as of April 24, 2020, which was paid in cash on May 5, 2020.  On May 9, 2020, the Board of Directors authorized, and the Company declared a monthly dividend of $0.128125 per share of Series T Preferred Stock, prorated on the basis of the actual number of days in the applicable dividend period during which each share was outstanding.  Such pro-rated dividends are payable to the stockholders of record as of May 22, 2020, and June 25, 2020, which will be paid in cash on June 5, 2020 and July 2, 2020, respectively.

 

On May 9, 2020, the Board of Directors authorized, and the Company declared, a quarterly cash dividend for the second quarter of 2020 equal to a quarterly rate of $0.1625 per share on its Class A and Class C common stock, payable to the stockholders of record as of June 25, 2020, which will be paid on July 2, 2020. A portion of each dividend may constitute a return of capital for tax purposes.

 

On May 9, 2020, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 8.250% Series A Cumulative Redeemable Preferred Stock for the second quarter of 2020, in the amount of $0.515625 per share. In addition, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.625% Series C Cumulative Redeemable Preferred Stock for the second quarter of 2020, in the amount of $0.4765625 per share. Further, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.125% Series D Cumulative Preferred Stock for the second quarter of 2020, in the amount of $0.4453125 per share.  The dividends are payable to the stockholders of record as of June 25, 2020, which are payable on July 2, 2020.

  

2020 Guidance

 

While the Company’s first quarter 2020 operating results were in line with previously announced guidance, due to inherent uncertainty regarding the economic effects of the COVID-19 pandemic, the Company is withdrawing its full year 2020 guidance which was included in the Company’s February 13, 2020 earnings release.

 

Conference Call

 

All interested parties can listen to the live conference call at 11:00 AM ET on Monday, May 11, 2020 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 11, 2020 at http://services.choruscall.com/links/brg200511.html, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10142897.

 

The full text of this Earnings Release and additional Supplemental Information is available in the Investor Relations section on the Company’s website at http://www.bluerockresidential.com.

 

About Bluerock Residential Growth REIT, Inc.

 

Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) is a real estate investment trust that focuses on developing and acquiring a diversified portfolio of institutional-quality highly amenitized live/work/play apartment communities in demographically attractive knowledge economy 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 value add improvements to properties and operations. 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.

 

For more information, please visit the Company’s website at www.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. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from those set forth in these forward-looking statements due to numerous factors. Currently, one of the most significant factors is the potential adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company and its tenants, partners and employees, as well as the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants, partners and employees will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact (including governmental actions that may vary by jurisdiction, such as mandated business closing; stay-at-home orders; limits on group activity; and actions to protect residential tenants from eviction), and the direct and indirect economic effects of the pandemic and containment measures, including national and local employment rates and the corresponding impact on the Company’s tenants’ ability to pay their rent on time or at all, among others. 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 24, 2020, 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.

 

 

Portfolio Summary

 

The following is a summary of our operating real estate and mezzanine/preferred/ground lease investments as of March 31, 2020:

Consolidated Operating Properties   Location   Number of Units     Year Built/ Renovated (1)     Ownership Interest    

Average

Rent (2)

    % Occupied (3)  
ARIUM Glenridge   Atlanta, GA     480       1990       90 %   $ 1,270       94.6 %
ARIUM Grandewood   Orlando, FL     306       2005       100 %     1,427       94.8 %
ARIUM Hunter’s Creek   Orlando, FL     532       1999       100 %     1,444       96.1 %
ARIUM Metrowest   Orlando, FL     510       2001       100 %     1,435       95.7 %
ARIUM Westside   Atlanta, GA     336       2008       90 %     1,560       94.6 %
Ashford Belmar   Lakewood, CO     512       1988 /1993       85 %     1,661       92.2 %
Ashton Reserve   Charlotte, NC     473       2015       100 %     1,133       95.1 %
Avenue 25   Phoenix, AZ     254       2013       100 %     1,225       93.3 %
Cade Boca Raton   Boca Raton, FL     90       2019       81 %     2,703       95.6 %
Chattahoochee Ridge   Atlanta, GA     358       1996       90 %     1,366       93.0 %
Citrus Tower   Orlando, FL     336       2006       97 %     1,347       92.9 %
Denim   Scottsdale, AZ     645       1979       100 %     1,206       96.6 %
Element   Las Vegas, NV     200       1995       100 %     1,264       96.0 %
Enders Place at Baldwin Park   Orlando, FL     220       2003       92 %     1,807       92.7 %
Falls at Forsyth   Cumming, GA     356       2019       100 %     1,345       85.4 %
Gulfshore Apartment Homes   Naples, FL     368       2016       100 %     1,335       94.8 %
James on South First   Austin, TX     250       2016       90 %     1,334       94.8 %
Marquis at The Cascades   Tyler, TX     582       2009       90 %     1,239       93.6 %
Marquis at TPC   San Antonio, TX     139       2008       90 %     1,491       93.5 %
Navigator Villas   Pasco, WA     176       2013       90 %     1,092       93.8 %
Outlook at Greystone   Birmingham, AL     300       2007       100 %     1,033       93.0 %
Park & Kingston   Charlotte, NC     168       2015       100 %     1,337       95.2 %
Pine Lakes Preserve   Port St. Lucie, FL     320       2003       100 %     1,329       95.0 %
Plantation Park   Lake Jackson, TX     238       2016       80 %     1,344       91.2 %
Providence Trail   Mount Juliet, TN     334       2007       100 %     1,241       96.1 %
Roswell City Walk   Roswell, GA     320       2015       98 %     1,577       95.0 %
Sands Parc   Daytona Beach, FL     264       2017       100 %     1,390       93.2 %
The Brodie   Austin, TX     324       2001       93 %     1,325       96.6 %
The District at Scottsdale   Scottsdale, AZ     332       2018       100 %     2,191       68.1 %
The Links at Plum Creek   Castle Rock, CO     264       2000       88 %     1,438       94.3 %
The Mills   Greenville, SC     304       2013       100 %     1,059       91.8 %
The Preserve at Henderson Beach   Destin, FL     340       2009       100 %     1,447       96.2 %
The Reserve at Palmer Ranch   Sarasota, FL     320       2016       100 %     1,332       96.3 %
The Sanctuary   Las Vegas, NV     320       1988       100 %     1,021       95.6 %
Veranda at Centerfield   Houston, TX     400       1999       93 %     997       94.3 %
Villages of Cypress Creek   Houston, TX     384       2001       80 %     1,167       94.8 %
Wesley Village   Charlotte, NC     301       2010       100 %     1,361       94.4 %
Consolidated Operating Properties Subtotal/Average     12,356                     $ 1,331 (4)     94.3 %(4)

 

Mezzanine/Preferred/
Ground Lease Investments
  Location   Planned Number of Units                   Pro Forma Average Rent          
Alexan CityCentre   Houston, TX     340                         $ 1,736 (2)        
Alexan Southside Place   Houston, TX     270                       1,722 (2)        
Arlo   Charlotte, NC     286                       1,507          
Belmont Crossing   Smyrna, GA     192                       791 (2)        
Domain at The One Forty   Garland, TX     299                       1,410 (2)        
Georgetown Crossing   Savannah, GA     168                       1,012 (2)        
Mira Vista   Austin, TX     200                       1,009 (2)        
Motif   Fort Lauderdale, FL     385                       2,352          
North Creek Apartments   Leander, TX     259                       1,358          
Novel Perimeter   Atlanta, GA     320                       1,749          
Park on the Square   Pensacola, FL     240                       1,103 (2)        
Riverside Apartments   Austin, TX     222                       1,408          
Sierra Terrace   Atlanta, GA     135                       1,182 (2)        
Sierra Village   Atlanta, GA     154                       1,066 (2)        
The Park at Chapel Hill   Chapel Hill, NC     *                       *          
Thornton Flats   Austin, TX     104                       1,493 (2)        
Vickers Historic Roswell   Roswell, GA     79                       3,176          
Wayforth at Concord   Concord, NC     150                       1,707          
Zoey   Austin, TX     307                       1,762          
Mezzanine/Preferred/Ground Lease Investments Subtotal/Average     4,110                     $ 1,545          
                                             
Portfolio Properties Total/Average     16,466                     $ 1,386 (4)        

 

(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 the three months ended March 31, 2020.

(3) Percent occupied is calculated as (i) the number of units occupied as of March 31, 2020, divided by (ii) total number of units, expressed as a percentage.

(4) Excludes The District at Scottsdale which is in lease-up.

* The development is in the planning phase; project specifications are in process. 

 

 

Consolidated Statement of Operations

For the Three Months Ended March 31, 2020 and 2019

(Unaudited and dollars in thousands except for share and per share data)

 

    Three Months Ended  
    March 31,  
    2020     2019  
Revenues            
Rental and other property revenues   $ 50,353     $ 45,690  
Interest income from related parties and ground leases     5,888       5,776  
Total revenues     56,241       51,466  
Expenses                
Property operating     19,299       18,602  
Property management fees     1,294       1,215  
General and administrative     6,371       5,627  
Acquisition and pursuit costs     1,269       58  
Depreciation and amortization     20,921       17,230  
Total expenses     49,154       42,732  
Operating income     7,087       8,734  
Other income (expense)                
Other income     40        
Preferred returns on unconsolidated real estate joint ventures     2,415       2,289  
Gain on sale of real estate investments     253        
Gain on sale of non-depreciable real estate investments           679  
Interest expense, net     (14,916 )     (16,067 )
Total other expense     (12,208 )     (13,099 )
Net loss     (5,121 )     (4,365 )
Preferred stock dividends     (13,547 )     (10,384 )
Preferred stock accretion     (3,925 )     (1,887 )
Net loss attributable to noncontrolling interests                
Operating partnership units     (5,822 )     (4,051 )
Partially owned properties     (278 )     (492 )
Net loss attributable to noncontrolling interests     (6,100 )     (4,543 )
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
                 
Net loss per common share - Basic   $ (0.70 )   $ (0.53 )
                 
Net loss per common share – Diluted   $ (0.70 )   $ (0.53 )
                 
Weighted average basic common shares outstanding     24,087,811       23,123,616  
Weighted average diluted common shares outstanding     24,087,811       23,123,616  

 

 

 

 

Consolidated Balance Sheets

First Quarter 2020

(Unaudited and dollars in thousands except for share and per share amounts)

 

    March 31,
2020
    December 31,
2019
 
ASSETS            
Net Real Estate Investments              
Land $ 273,038     $ 268,244  
Buildings and improvements   1,800,314       1,752,738  
Furniture, fixtures and equipment   70,814       67,904  
Total Gross Real Estate Investments   2,144,166       2,088,886  
Accumulated depreciation   (147,601 )     (141,566 )
Total Net Operating Real Estate Investments   1,996,565       1,947,320  
Operating real estate held for sale, net   76,413        
Total Net Real Estate Investments   2,072,978       1,947,320  
Cash and cash equivalents   94,180       31,683  
Restricted cash   21,855       19,085  
Notes and accrued interest receivable from related parties   166,169       193,781  
Due from affiliates   2,015       4,077  
Accounts receivable, prepaids and other assets   21,037       15,209  
Preferred equity investments and investments in unconsolidated real estate joint ventures   103,372       126,444  
In-place lease intangible assets, net   2,612       3,098  
Non-real estate assets associated with operating real estate held for sale   399        
Total Assets $ 2,484,617     $ 2,340,697  
               
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY              
Mortgages payable $ 1,399,422     $ 1,425,257  
Mortgages payable associated with operating real estate held for sale   61,918        
Revolving credit facilities   102,753       18,000  
Accounts payable   1,740       1,488  
Other accrued liabilities   28,708       27,499  
Due to affiliates   1,006       790  
Distributions payable   14,057       13,541  
Liabilities associated with operating real estate held for sale   1,071        
Total Liabilities   1,610,675       1,486,575  
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized; 5,721,460 shares issued and outstanding as of March 31, 2020 and December 31, 2019   140,560       140,355  
6.000% Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 1,225,000 shares authorized; 519,338 and 536,695 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively   467,043       480,921  
7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,323,750 shares issued and outstanding as of March 31, 2020 and December 31, 2019   56,876       56,797  
6.150% Series T Redeemable Preferred Stock, liquidation preference $25.00 per share, 32,000,000 shares authorized; 2,314,512 and 17,400 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively   52,153       388  
Equity              
Stockholders’ Equity              
Preferred stock, $0.01 par value, 197,900,000 shares authorized; no shares issued and outstanding          
7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,850,602 shares issued and outstanding as of March 31, 2020 and December 31, 2019   68,705       68,705  
Common stock - Class A, $0.01 par value, 747,509,582 shares authorized; 24,015,484 and 23,422,557 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively   240       234  
Common stock - Class C, $0.01 par value, 76,603 shares authorized; 76,603 shares issued and outstanding as of March 31, 2020 and December 31, 2019   1       1  
Additional paid-in-capital   318,802       311,683  
Distributions in excess of cumulative earnings   (273,538 )     (253,132 )
Total Stockholders’ Equity   114,210       127,491  
Noncontrolling Interests              
Operating partnership units   14,946       19,331  
Partially owned properties   28,154       28,839  
Total Noncontrolling Interests   43,100       48,170  
Total Equity   157,310       175,661  
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY $ 2,484,617     $ 2,340,697  

 

 

 

 

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 Core Funds from Operations

 

We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and core funds from operations (“CFFO) are important non-GAAP supplemental measures of operating performance for a REIT.

 

FFO attributable to common shares and units 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 NAREIT definition, as net income, computed in accordance with GAAP, excluding gains or losses on sales of depreciable real estate 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.

 

CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition expenses, non-cash interest, unrealized gains and losses on derivatives, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, gain or losses on sales of non-depreciable real estate property, shareholder activism, stock compensation expense and preferred stock accretion. Commencing January 1, 2020, we did not deduct the accrued portion of the preferred income on our preferred equity investments from FFO to determine CFFO as the income is deemed fully collectible under the terms of the agreement. The amount totaled $0.4 million for the three months ended March 31, 2020. We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations. As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential.

 

Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO 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 and CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and CFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs.

 

Neither FFO nor CFFO 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 CFFO 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 CFFO 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.

 

We have acquired nine operating properties and made seven property investments through preferred equity interests or mezzanine loans and sold nine operating properties subsequent to March 31, 2019. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance.

 

 

 

 

The table below reconciles our calculations of FFO and CFFO to net loss, the most directly comparable GAAP financial measure, for the three months ended March 31, 2020 and 2019 (in thousands, except per share amounts):

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common shares   $ (16,493 )   $ (12,093 )
Add back: Net loss attributable to operating partnership units     (5,822 )     (4,051 )
Net loss attributable to common shares and units     (22,315 )     (16,144 )
Common stockholders and operating partnership units pro-rata share of:                
Real estate depreciation and amortization (1)     19,900       16,142  
Gain on sale of real estate investments     (110 )      
FFO Attributable to Common Shares and Units     (2,525 )     (2 )
Common stockholders and operating partnership units pro-rata share of:                
Acquisition and pursuit costs     1,269       58  
Non-cash interest expense     845       775  
Unrealized (gain) loss on derivatives     (26 )     1,635  
Non-real estate depreciation and amortization     120       86  
Gain on sale of non-depreciable real estate investments           (679 )
Shareholder activism           338  
Non-recurring income     (40 )      
Non-cash preferred returns on unconsolidated real estate joint ventures           (212 )
Non-cash equity compensation     3,547       2,391  
Preferred stock accretion     3,925       1,887  
CFFO Attributable to Common Shares and Units   $ 7,115     $ 6,277  
                 
Per Share and Unit Information:                
FFO Attributable to Common Shares and Units - diluted   $ (0.08 )   $ (0.00 )
CFFO Attributable to Common Shares and Units - diluted   $ 0.22     $ 0.20  
                 
Weighted average common shares and units outstanding - diluted     32,668,294       30,885,006  

 

(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 for partially owned properties, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments. 

 

 

 

 

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre")

 

NAREIT defines earnings before interest, taxes, depreciation and amortization for real estate ("EBITDAre") (September 2017 White Paper) as net income (loss), computed in accordance with GAAP, before interest expense, income taxes, depreciation and amortization expense, and further adjusted for gains and losses from sales of depreciated operating properties, and impairment write-downs of depreciated operating properties.

 

We consider EBITDAre 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.

 

Adjusted EBITDAre represents EBITDAre further adjusted for non-comparable items and it is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges.

 

EBITDAre and Adjusted EBITDAre are not recognized measurements under GAAP. Because not all companies use identical calculations, our presentation of EBITDAre and Adjusted EBITDAre may not be comparable to similarly titled measures of other companies.

 

Below is a reconciliation of net loss attributable to common stockholders to EBITDAre (unaudited and dollars in thousands).

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
Net loss income attributable to noncontrolling interests     (6,100 )     (4,543 )
Preferred stock dividends     13,547       10,384  
Preferred stock accretion     3,925       1,887  
Interest expense, net     14,916       16,067  
Depreciation and amortization     20,876       17,144  
Gain on sale of real estate investments     (253 )      
EBITDAre   $ 30,418     $ 28,846  
Acquisition and pursuit costs     1,269       58  
Non-real estate depreciation and amortization     120       86  
Gain on sale of non-depreciable real estate investments           (679 )
Shareholder activism           338  
Non-cash equity compensation     3,547       2,391  
Non-recurring income     (40 )      
Non-cash preferred returns on unconsolidated real estate joint ventures           (212 )
Adjusted EBITDAre   $ 35,314     $ 30,828  

 

 

 

 

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; 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 a supplemental measure of our financial performance.

 

The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI and to same store and non-same store contributions to consolidated NOI, as computed in accordance with GAAP for the periods presented (unaudited and amounts in thousands):

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common shares   $ (16,493 )   $ (12,093 )
Add back: Net loss attributable to operating partnership units     (5,822 )     (4,051 )
Net loss attributable to common shares and units     (22,315 )     (16,144 )
Add common stockholders and operating partnership units pro-rata share of:                
Depreciation and amortization     19,900       16,142  
Non-real estate depreciation and amortization     120       86  
Non-cash interest expense     845       775  
Unrealized (gain) loss on derivatives     (26 )     1,635  
Property management fees     1,232       1,148  
Acquisition and pursuit costs     1,269       58  
Corporate operating expenses     6,296       5,554  
Preferred dividends     13,547       10,384  
Preferred stock accretion     3,925       1,887  
Less common stockholders and operating partnership units pro-rata share of:                
Other income     40        
Preferred returns on unconsolidated real estate joint ventures     2,574       2,289  
Interest income from related parties and ground leases     5,888       5,776  
Gain on sale of real estate investments     110        
Gain on sale of non-depreciable real estate investments           679  
Pro-rata share of properties’ income     16,181       12,781  
Add:                
Noncontrolling interest pro-rata share of partially owned property income     803       729  
Total property income     16,984       13,510  
Add:                
Interest expense     14,070       13,578  
Net operating income     31,054       27,088  
Less:                
Non-same store net operating income     7,144       3,795  
Same store net operating income (1)   $ 23,910     $ 23,293  

 

(1) Same store portfolio for the three months ended March 31, 2020 consists of 27 properties, which represent 9,291 units.

 

Contact

Investors:

(888) 558.1031
investor.relations@bluerockre.com

 

Media:

Josh Hoffman

(208) 475.2380

jhoffman@bluerockre.com

#

 

 

 

 

Exhibit 99.2

1

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter 2020

Supplemental Financial Information

(Unaudited)

 

 

Table of Contents

First Quarter Earnings Release 3
Financial and Operating Highlights 17
Share and Unit Information 18
EBITDAre and Interest Information 19
Financial Statistics 20
Recent Acquisitions and Investments 21
Recent Dispositions 22
Investments in Unconsolidated Real Estate Joint Ventures, Notes and Accrued Interest Receivable from Related Parties, and Ground Lease 23
Portfolio Information 24
Renovation Table 26
Lease-up and Development Mezzanine/Preferred/Ground Lease Investments 27
Condensed Consolidated Balance Sheets 28
Consolidated Statements of Operations 29
Reconciliation of Funds from Operations (FFO) and Core Funds from Operations (CFFO) 30
Mortgages Payable Summary Information 31
Definitions of Non-GAAP Financial Measures 33

 

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.  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. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from those set forth in these forward-looking statements due to numerous factors. Currently, one of the most significant factors is the potential adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company and its tenants, partners and employees, as well as the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants, partners and employees will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact (including governmental actions that may vary by jurisdiction, such as mandated business closing; stay-at-home orders; limits on group activity; and actions to protect residential tenants from eviction), and the direct and indirect economic effects of the pandemic and containment measures, including national and local employment rates and the corresponding impact on the Company’s tenants’ ability to pay their rent on time or at all, among others.  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 24, 2020, 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.

 

2

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

  

 

 

For Immediate Release

 

Bluerock Residential Growth REIT Announces First Quarter 2020 Results

 

Total Revenues Grew 9% YoY -

- Same Store Revenues Grew 3.1% YoY -

- Collected 97% of April and 92% of May Rents Including Payment Plans -

 

New York, NY (May 11, 2020) – Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) (“the Company”), an owner of highly amenitized multifamily apartment communities, announced today its financial results for the quarter ended March 31, 2020.

 

First Quarter Highlights

 

- Total revenues grew 9% to $56.2 million for the quarter from $51.5 million in the prior year period.

 

- Net loss attributable to common stockholders for the first quarter of 2020 was ($0.70) per share, as compared to ($0.53) per share in the prior year period. Net loss attributable to common stockholders includes non-cash items, including depreciation and amortization expense, of $0.88 per share in the first quarter of 2020 compared to $0.74 per share for the prior year period.

 

- Property Net Operating Income (“NOI”) grew 15% to $31.1 million, from $27.1 million in the prior year period.

 

- Same store revenue and NOI increased 3.1% and 2.6% respectively, as compared to the prior year period.

 

- Improved operating margins by 240 basis points year over year to 61.7%.

 

- Core funds from operations attributable to common shares and units (“CFFO”) increased 13% to $7.1 million, from $6.3 million in the prior year period. CFFO per share was up 10% to $0.22 for the first quarter as compared to $0.20 in the prior year period.

 

- Consolidated real estate investments, at cost, were approximately $2.2 billion.

 

- Completed the following investments:

 

- Two multifamily communities totaling 610 units for a total purchase price of $138 million.
- Preferred equity and mezzanine loan investments totaling $14 million, including in two multifamily communities totaling 408 units in Savannah, Georgia and Pensacola, Florida, and additional fundings for seven multifamily developments.
- Purchased land for a ground lease for $3 million and committed $20 million for the ground lease tenant’s multifamily development.

 

- Completed the following dispositions:

 

- Sold an asset underlying an unconsolidated joint venture and one operating property for an aggregate sales price of $112 million, for net proceeds of $42 million.
- In April 2020, closed on sales of three properties for $160 million which were entered into pre-COVID-19.

3

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

- Completed 120 value-add unit upgrades during the quarter achieving an average 21.8% ROI.

 

- Paid quarterly dividend of $0.1625 in cash per share of common stock, a 74% payout ratio on a CFFO basis.

 

- Raised $57.4 million through its registered Series T Preferred Stock offering in the quarter.

 

Included later in this release are definitions of NOI, CFFO and other Non-GAAP financial measures and reconciliations of such measures to their most comparable financial measures as calculated and presented under GAAP.

 

COVID-19 Pandemic Update

 

The Company’s first quarter performance did not incur significant impact from the COVID-19 pandemic. The Company is closely monitoring COVID-19’s impact on its business, properties, tenants, partners and employees and the full impact of the COVID-19 pandemic on rental revenues and overall financial performance remains uncertain.

 

Health and Safety Protocols

 

Since the beginning of the COVID-19 pandemic, the Company executed on actions to prioritize the health and well-being of its tenants, business partners, service providers and employees, while striving to provide the highest quality living experience possible and facilitating virtual leasing.

 

All of the Company’s multifamily communities have remained open and are complying with federal, state and local shelter-in-place orders and remain accessible for our tenants, although non-essential amenity spaces such as club houses, pools and fitness centers, have been closed as required.

 

Implemented enhanced protocols for the sanitization of community common areas.

 

All communications, leasing efforts, and resident servicing remain fully functional primarily through direct appointments, digital and virtual means.

 

Leasing at all communities continues through the implementation of virtual tours and online leasing for prospective tenants.

 

Implemented working from home policies for BRG corporate employees.

 

Post-Quarter Operational Performance

 

As of May 9, 2020, the Company has collected 97% of April rents from its multifamily properties, including payment plans of 1%, and 92% of May rents, including payment plans of 2%.

 

Occupancy remains strong at 94.3% as of April 30, 2020.

 

Current Liquidity

 

Due to the uncertainties presented by the COVID-19 pandemic, the Company has taken a number of measures to increase its liquidity and believes it has sufficient liquidity through this uncertain period.

4

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

The Company has approximately $117.9 million in cash and $51 million of capacity on its credit facilities as of May 8, 2020.

 

Over $22 million has been raised from the Company’s continuous Series T Preferred Stock offering since March 31, 2020.

 

“We are committed to the health, safety, and well-being of our employees, business partners, service providers and tenants. We thank our dedicated team that continues to ensure that our properties maintain their high standard of service in spite of the challenges from COVID-19,” said Ramin Kamfar, Company Chairman and CEO. “We are pleased with the strong operating results in the first quarter. We are encouraged by the rental collections in April and May which reflect the quality and stability of our investments in highly amenitized, live/work/play apartment communities in knowledge-based job economies; such as health care, technology, education, sciences and finance sectors, but recognize that we may face some challenges in the future due to the impact of COVID-19. We have taken steps to bolster our cash position to effectively navigate the current crisis and to ensure that we have the capital to continue executing on our investment strategy.”

 

First Quarter 2020 Financial Results

 

Net loss attributable to common stockholders for the first quarter of 2020 was $16.5 million, compared to $12.1 million in the prior year period. Net loss attributable to common stockholders included non-cash expenses of $20.9 million or $0.88 per share in the first quarter of 2020 compared to $17.2 million or $0.74 per share for the prior year period.

 

CFFO for the first quarter of 2019 was $7.1 million, or $0.22 per diluted share, compared to $6.3 million, or $0.20 per diluted share, in the prior year period. CFFO adds back non-cash, non-operating expenses such as accretion on the Company’s Series B preferred stock. CFFO was primarily driven by growth in property NOI of $4.0 million, interest income of $0.1 million and preferred returns of $0.3 million. This was primarily offset by a year-over-year increase in interest expense of $0.4 million and preferred stock dividends of $3.2 million.

 

Total Portfolio Performance

 

$ In thousands, except average rental rates     1Q20     1Q19       Variance  
Total Revenues (1)   $ 56,241     $ 51,466       9.3 %
Property Operating Expenses   $ 19,299     $ 18,602       3.7 %
NOI   $ 31,054     $ 27,088       14.6 %
Operating Margin     61.7 %     59.3 %     240 bps
Occupancy Percentage     94.2 %     93.9 %     30 bps
Average Rental Rate   $ 1,331     $ 1,299       2.5 %

 

(1) Including interest income from related parties

 

For the first quarter of 2020, property revenues increased by 10.2% compared to the same prior year period primarily attributable to the increased size of the portfolio. Total portfolio NOI was $31.1 million, an increase of $4.0 million, or 14.6%, compared to the same period in the prior year. Property operating expenses were up primarily due to the increased size of the portfolio.

 

Property NOI margins expanded by 240 basis points to 61.7% of revenue for the quarter, compared to 59.3% of revenue in the prior year quarter.

5

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Same Store Portfolio Performance

 

$ In thousands, except average rental rates     1Q20     1Q19     Variance  
Revenues   $ 39,380     $ 38,213       3.1 %
Property Operating Expenses   $ 15,470     $ 14,920       3.7 %
NOI   $ 23,910     $ 23,293       2.6 %
Operating Margin     60.7 %     61.0 %     (30 )bps
Occupancy Percentage     94.3 %     94.3 %     0 bps
Average Rental Rate   $ 1,348     $ 1,310       2.9 %

 

The Company’s same store portfolio for the quarter ended March 31, 2020 included 27 properties. For the first quarter of 2020, same store NOI was $23.9 million, an increase of $0.6 million, or 2.6%, compared to the same period in the prior year. Same store property revenues grew by 3.1% compared to the same prior year period, primarily attributable to a 2.9% increase in average rental rates as twenty-five of the Company’s twenty-seven same store properties recognized rental rate increases during the period.

 

Same store expenses increased 3.7%, or $0.55 million, of which $0.5 million or 3.4% was due to non-controllable expenses. Real estate taxes increased $0.3 million from prior year due to municipality tax increases. In addition, insurance expenses increased $0.2 million due to industrywide multifamily price increases stemming from carrier losses over the past two years.

 

Renovation Activity

 

The Company completed 120 value-add unit upgrades during the first quarter achieving a 21.8% ROI. Since inception, within the existing portfolio, the Company has completed 2,765 value-add unit upgrades at an average cost of $5,811 per unit and achieved an average monthly rental rate increase of $114 per unit, equating to a 23.5% ROI on all unit upgrades leased as of March 31, 2020. The Company has identified approximately 4,611 remaining units within the existing portfolio for value-add upgrades with similar projected economics to the completed renovations. Due to the uncertainty surrounding the COVID-19 impact, the Company has temporarily suspended most interior renovations at this point, with the view that it will evaluate its renovation program at the market and property level as it has more visibility on the economic recovery. The Company has adjusted its forecasts and now expects to complete between 120 and 130 unit renovations in 2020.

 

Portfolio Activity

 

The Company completed the following investments:

 

- Acquired a 100% interest in a 254-unit apartment community located in Phoenix, Arizona, known as Avenue 25. The total purchase price was $56 million, funded in part by a $37 million mortgage loan secured by the property.

 

- Acquired a 100% interest in a 356-unit apartment community located in Cumming, Georgia, known as Falls at Forsyth. The total purchase price was $83 million, funded in part by the Company’s senior credit facility secured by the property.

 

- Made additional preferred equity investments in the Strategic Portfolio totaling $8 million into two operating assets with 408-units called Georgetown Crossing and Park on the Square, located in Savannah, Georgia and Pensacola, Florida, respectively. Subsequent to quarter end, the Company made a $4 million preferred equity investment in The Commons located in Jacksonville, Florida, the last property in the portfolio.

6

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

- Funded $6 million under existing preferred and mezzanine loan commitments in seven investments.

 

- Acquired land for $3 million and committed $20 million for the ground lease tenant’s multifamily development in Austin, Texas.

 

The Company completed the following activities:

 

- Received $23 million of net proceeds from the sale of the Helios property and $20 million of proceeds from the sale of the Whetstone property.

 

- Received a $21 million paydown on The Park at Chapel Hill mezzanine loan and an $8 million paydown on the Motif mezzanine loan.

 

- Pre-COVID-19, entered into sales agreements for the sale of Ashton I & II, Enders Place at Baldwin Park and Marquis at TPC which closed in April 2020 for total sales prices of $160 million.

 

Balance Sheet

 

As of March 31, 2020, the Company had $94.2 million of unrestricted cash on its balance sheet, approximately $51.0 million available among its revolving and term credit facilities, and $1.6 billion of indebtedness outstanding.

 

During the first quarter, the Company raised gross proceeds of approximately $57.4 million through the issuance of 2.3 million shares of Series T Preferred Stock at $25.00 per share. The Series T Preferred Stock continuous offering offers 20,000,000 preferred shares in the primary offering, along with 12,000,000 preferred shares pursuant to a dividend reinvestment plan. The preferred shares are offered at $25.00 per share and pay cumulative monthly dividends at a 6.15% annual rate, along with an annual stock dividend of up to 0.2% for five years.

 

The Company redeemed 16,986 shares of Series B Preferred Stock representing a stated value of $17.0 million plus accrued and unpaid dividends by issuing 1,442,650 shares of Class A common stock at an average price of $11.79 per share.

 

The Company repurchased 1,028,293 shares of Class A common stock during the first quarter at an average price of $11.29 per share, for approximately $11.6 million under its $50.0 million share repurchase plan announced in December 2019.

 

The Company sold 166,873 shares of its Class A common stock at a weighted average price of $11.86 per share, for total proceeds of approximately $2.0 million under its Class A common stock ATM (“At-the-Market”) offering announced in September 2019.

 

Dividend

 

The Board of Directors authorized, and the Company declared, a quarterly cash dividend for the first quarter of 2020 equal to a quarterly rate of $0.1625 per share on its Class A and Class C common stock, payable to the stockholders of record as of March 25, 2020, and was paid on April 3, 2020. A portion of each dividend may constitute a return of capital for tax purposes.

 

The Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 8.250% Series A Cumulative Redeemable Preferred Stock for the first quarter of 2020, in the amount of $0.515625 per share. In addition, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.625% Series C Cumulative Redeemable Preferred Stock for the first quarter of 2020, in the amount of $0.4765625 per share. Further, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.125% Series D Cumulative Preferred Stock for the first quarter of 2020, in the amount of $0.4453125 per share. The dividends were payable to the stockholders of record on March 25, 2020, and were paid on April 3, 2020.

 

7

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

On April 14, 2020, the Board of Directors authorized, and the Company declared, a monthly dividend of $5.00 per share of Series B Preferred Stock, payable to the stockholders of record as of April 24, 2020, which was paid in cash on May 5, 2020. On May 9, 2020, the Board of Directors authorized, and the Company declared, a monthly dividend of $5.00 per share of Series B Preferred Stock, payable to the stockholders of record as of May 22, 2020, and June 25, 2020, which will be paid in cash on June 5, 2020 and July 2, 2020, respectively.

 

On April 14, 2020, the Board of Directors authorized, and the Company declared a monthly dividend of $0.128125 per share of Series T Preferred Stock, prorated on the basis of the actual number of days in the applicable dividend period during which each share was outstanding.  Such pro-rated dividends were payable to the stockholders of record as of April 24, 2020, which was paid in cash on May 5, 2020.  On May 9, 2020, the Board of Directors authorized, and the Company declared a monthly dividend of $0.128125 per share of Series T Preferred Stock, prorated on the basis of the actual number of days in the applicable dividend period during which each share was outstanding.  Such pro-rated dividends are payable to the stockholders of record as of May 22, 2020, and June 25, 2020, which will be paid in cash on June 5, 2020 and July 2, 2020, respectively.

 

On May 9, 2020, the Board of Directors authorized, and the Company declared, a quarterly cash dividend for the second quarter of 2020 equal to a quarterly rate of $0.1625 per share on its Class A and Class C common stock, payable to the stockholders of record as of June 25, 2020, which will be paid on July 2, 2020. A portion of each dividend may constitute a return of capital for tax purposes.

 

On May 9, 2020, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 8.250% Series A Cumulative Redeemable Preferred Stock for the second quarter of 2020, in the amount of $0.515625 per share. In addition, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.625% Series C Cumulative Redeemable Preferred Stock for the second quarter of 2020, in the amount of $0.4765625 per share. Further, the Board of Directors authorized, and the Company declared, a quarterly cash dividend on its 7.125% Series D Cumulative Preferred Stock for the second quarter of 2020, in the amount of $0.4453125 per share.  The dividends are payable to the stockholders of record as of June 25, 2020, which are payable on July 2, 2020.

  

2020 Guidance

 

While the Company’s first quarter 2020 operating results were in line with previously announced guidance, due to inherent uncertainty regarding the economic effects of the COVID-19 pandemic, the Company is withdrawing its full year 2020 guidance which was included in the Company’s February 13, 2020 earnings release.

 

Conference Call

 

All interested parties can listen to the live conference call at 11:00 AM ET on Monday, May 11, 2020 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 11, 2020 at http://services.choruscall.com/links/brg200511.html, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10142897.

 

The full text of this Earnings Release and additional Supplemental Information is available in the Investor Relations section on the Company’s website at http://www.bluerockresidential.com.

 

About Bluerock Residential Growth REIT, Inc.

 

Bluerock Residential Growth REIT, Inc. (NYSE American: BRG) is a real estate investment trust that focuses on developing and acquiring a diversified portfolio of institutional-quality highly amenitized live/work/play apartment communities in demographically attractive knowledge economy 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 value add improvements to properties and operations. 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.

 

For more information, please visit the Company’s website at www.bluerockresidential.com.

 

8

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

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. Although the Company believes that the expectations reflected in these forward-looking statements are based on reasonable assumptions, the Company’s actual results and performance could differ materially from those set forth in these forward-looking statements due to numerous factors. Currently, one of the most significant factors is the potential adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company and its tenants, partners and employees, as well as the real estate market and the global economy and financial markets. The extent to which COVID-19 impacts the Company and its tenants, partners and employees will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact (including governmental actions that may vary by jurisdiction, such as mandated business closing; stay-at-home orders; limits on group activity; and actions to protect residential tenants from eviction), and the direct and indirect economic effects of the pandemic and containment measures, including national and local employment rates and the corresponding impact on the Company’s tenants’ ability to pay their rent on time or at all, among others. 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 24, 2020, 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.

 

9

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Portfolio Summary

 

The following is a summary of our operating real estate and mezzanine/preferred/ground lease investments as of March 31, 2020:

Consolidated Operating Properties   Location   Number of Units     Year Built/ Renovated (1)     Ownership Interest    

Average

Rent (2)

    % Occupied (3)  
ARIUM Glenridge   Atlanta, GA     480       1990       90 %   $ 1,270       94.6 %
ARIUM Grandewood   Orlando, FL     306       2005       100 %     1,427       94.8 %
ARIUM Hunter’s Creek   Orlando, FL     532       1999       100 %     1,444       96.1 %
ARIUM Metrowest   Orlando, FL     510       2001       100 %     1,435       95.7 %
ARIUM Westside   Atlanta, GA     336       2008       90 %     1,560       94.6 %
Ashford Belmar   Lakewood, CO     512       1988 /1993       85 %     1,661       92.2 %
Ashton Reserve   Charlotte, NC     473       2015       100 %     1,133       95.1 %
Avenue 25   Phoenix, AZ     254       2013       100 %     1,225       93.3 %
Cade Boca Raton   Boca Raton, FL     90       2019       81 %     2,703       95.6 %
Chattahoochee Ridge   Atlanta, GA     358       1996       90 %     1,366       93.0 %
Citrus Tower   Orlando, FL     336       2006       97 %     1,347       92.9 %
Denim   Scottsdale, AZ     645       1979       100 %     1,206       96.6 %
Element   Las Vegas, NV     200       1995       100 %     1,264       96.0 %
Enders Place at Baldwin Park   Orlando, FL     220       2003       92 %     1,807       92.7 %
Falls at Forsyth   Cumming, GA     356       2019       100 %     1,345       85.4 %
Gulfshore Apartment Homes   Naples, FL     368       2016       100 %     1,335       94.8 %
James on South First   Austin, TX     250       2016       90 %     1,334       94.8 %
Marquis at The Cascades   Tyler, TX     582       2009       90 %     1,239       93.6 %
Marquis at TPC   San Antonio, TX     139       2008       90 %     1,491       93.5 %
Navigator Villas   Pasco, WA     176       2013       90 %     1,092       93.8 %
Outlook at Greystone   Birmingham, AL     300       2007       100 %     1,033       93.0 %
Park & Kingston   Charlotte, NC     168       2015       100 %     1,337       95.2 %
Pine Lakes Preserve   Port St. Lucie, FL     320       2003       100 %     1,329       95.0 %
Plantation Park   Lake Jackson, TX     238       2016       80 %     1,344       91.2 %
Providence Trail   Mount Juliet, TN     334       2007       100 %     1,241       96.1 %
Roswell City Walk   Roswell, GA     320       2015       98 %     1,577       95.0 %
Sands Parc   Daytona Beach, FL     264       2017       100 %     1,390       93.2 %
The Brodie   Austin, TX     324       2001       93 %     1,325       96.6 %
The District at Scottsdale   Scottsdale, AZ     332       2018       100 %     2,191       68.1 %
The Links at Plum Creek   Castle Rock, CO     264       2000       88 %     1,438       94.3 %
The Mills   Greenville, SC     304       2013       100 %     1,059       91.8 %
The Preserve at Henderson Beach   Destin, FL     340       2009       100 %     1,447       96.2 %
The Reserve at Palmer Ranch   Sarasota, FL     320       2016       100 %     1,332       96.3 %
The Sanctuary   Las Vegas, NV     320       1988       100 %     1,021       95.6 %
Veranda at Centerfield   Houston, TX     400       1999       93 %     997       94.3 %
Villages of Cypress Creek   Houston, TX     384       2001       80 %     1,167       94.8 %
Wesley Village   Charlotte, NC     301       2010       100 %     1,361       94.4 %
Consolidated Operating Properties Subtotal/Average         12,356                     $ 1,331 (4)     94.3 %(4)

 

Mezzanine/Preferred/Ground Lease Investments   Location   Planned Number of Units                 Pro Forma Average Rent          
Alexan CityCentre   Houston, TX     340                        $ 1,736 (2)        
Alexan Southside Place   Houston, TX     270                       1,722 (2)        
Arlo   Charlotte, NC     286                       1,507          
Belmont Crossing   Smyrna, GA     192                       791 (2)        
Domain at The One Forty   Garland, TX     299                       1,410 (2)        
Georgetown Crossing   Savannah, GA     168                       1,012 (2)        
Mira Vista   Austin, TX     200                       1,009 (2)        
Motif   Fort Lauderdale, FL     385                       2,352          
North Creek Apartments   Leander, TX     259                       1,358          
Novel Perimeter   Atlanta, GA     320                       1,749          
Park on the Square   Pensacola, FL     240                       1,103 (2)        
Riverside Apartments   Austin, TX     222                       1,408          
Sierra Terrace   Atlanta, GA     135                       1,182 (2)        
Sierra Village   Atlanta, GA     154                       1,066 (2)        
The Park at Chapel Hill   Chapel Hill, NC     *                       *          
Thornton Flats   Austin, TX     104                       1,493 (2)        
Vickers Historic Roswell   Roswell, GA     79                       3,176          
Wayforth at Concord   Concord, NC     150                       1,707          
Zoey   Austin, TX     307                       1,762          
Mezzanine/Preferred/Ground Lease Investments Subtotal/Average         4,110                     $ 1,545          
                                             
Portfolio Properties Total/Average         16,466                     $ 1,386 (4)        

 

(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 the three months ended March 31, 2020.

(3) Percent occupied is calculated as (i) the number of units occupied as of March 31, 2020, divided by (ii) total number of units, expressed as a percentage.

(4) Excludes The District at Scottsdale which is in lease-up.

* The development is in the planning phase; project specifications are in process. 

10

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Consolidated Statement of Operations

For the Three Months Ended March 31, 2020 and 2019

(Unaudited and dollars in thousands except for share and per share data)

 

    Three Months Ended  
    March 31,  
    2020     2019  
Revenues            
Rental and other property revenues   $ 50,353     $ 45,690  
Interest income from related parties and ground leases     5,888       5,776  
Total revenues     56,241       51,466  
Expenses                
Property operating     19,299       18,602  
Property management fees     1,294       1,215  
General and administrative     6,371       5,627  
Acquisition and pursuit costs     1,269       58  
Depreciation and amortization     20,921       17,230  
Total expenses     49,154       42,732  
Operating income     7,087       8,734  
Other income (expense)                
Other income     40        
Preferred returns on unconsolidated real estate joint ventures     2,415       2,289  
Gain on sale of real estate investments     253        
Gain on sale of non-depreciable real estate investments           679  
Interest expense, net     (14,916 )     (16,067 )
Total other expense     (12,208 )     (13,099 )
Net loss     (5,121 )     (4,365 )
Preferred stock dividends     (13,547 )     (10,384 )
Preferred stock accretion     (3,925 )     (1,887 )
Net loss attributable to noncontrolling interests                
Operating partnership units     (5,822 )     (4,051 )
Partially owned properties     (278 )     (492 )
Net loss attributable to noncontrolling interests     (6,100 )     (4,543 )
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
                 
Net loss per common share - Basic   $ (0.70 )   $ (0.53 )
                 
Net loss per common share – Diluted   $ (0.70 )   $ (0.53 )
                 
Weighted average basic common shares outstanding     24,087,811       23,123,616  
Weighted average diluted common shares outstanding     24,087,811       23,123,616  

 

11

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Consolidated Balance Sheets

First Quarter 2020

(Unaudited and dollars in thousands except for share and per share amounts)

 

    March 31,
2020
    December 31,
2019
 
ASSETS            
Net Real Estate Investments              
Land $ 273,038     $ 268,244  
Buildings and improvements   1,800,314       1,752,738  
Furniture, fixtures and equipment   70,814       67,904  
Total Gross Real Estate Investments   2,144,166       2,088,886  
Accumulated depreciation   (147,601 )     (141,566 )
Total Net Operating Real Estate Investments   1,996,565       1,947,320  
Operating real estate held for sale, net   76,413        
Total Net Real Estate Investments   2,072,978       1,947,320  
Cash and cash equivalents   94,180       31,683  
Restricted cash   21,855       19,085  
Notes and accrued interest receivable from related parties   166,169       193,781  
Due from affiliates   2,015       4,077  
Accounts receivable, prepaids and other assets   21,037       15,209  
Preferred equity investments and investments in unconsolidated real estate joint ventures   103,372       126,444  
In-place lease intangible assets, net   2,612       3,098  
Non-real estate assets associated with operating real estate held for sale   399        
Total Assets $ 2,484,617     $ 2,340,697  
               
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY              
Mortgages payable $ 1,399,422     $ 1,425,257  
Mortgages payable associated with operating real estate held for sale   61,918        
Revolving credit facilities   102,753       18,000  
Accounts payable   1,740       1,488  
Other accrued liabilities   28,708       27,499  
Due to affiliates   1,006       790  
Distributions payable   14,057       13,541  
Liabilities associated with operating real estate held for sale   1,071        
Total Liabilities   1,610,675       1,486,575  
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized; 5,721,460 shares issued and outstanding as of March 31, 2020 and December 31, 2019   140,560       140,355  
6.000% Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 1,225,000 shares authorized; 519,338 and 536,695 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively   467,043       480,921  
7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,323,750 shares issued and outstanding as of March 31, 2020 and December 31, 2019   56,876       56,797  
6.150% Series T Redeemable Preferred Stock, liquidation preference $25.00 per share, 32,000,000 shares authorized; 2,314,512 and 17,400 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively   52,153       388  
Equity              
Stockholders’ Equity              
Preferred stock, $0.01 par value, 197,900,000 shares authorized; no shares issued and outstanding          
7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,850,602 shares issued and outstanding as of March 31, 2020 and December 31, 2019   68,705       68,705  
Common stock - Class A, $0.01 par value, 747,509,582 shares authorized; 24,015,484 and 23,422,557 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively   240       234  
Common stock - Class C, $0.01 par value, 76,603 shares authorized; 76,603 shares issued and outstanding as of March 31, 2020 and December 31, 2019   1       1  
Additional paid-in-capital   318,802       311,683  
Distributions in excess of cumulative earnings   (273,538 )     (253,132 )
Total Stockholders’ Equity   114,210       127,491  
Noncontrolling Interests              
Operating partnership units   14,946       19,331  
Partially owned properties   28,154       28,839  
Total Noncontrolling Interests   43,100       48,170  
Total Equity   157,310       175,661  
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY $ 2,484,617     $ 2,340,697  

 

12

 

 

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 Core Funds from Operations

 

We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and core funds from operations (“CFFO) are important non-GAAP supplemental measures of operating performance for a REIT.

 

FFO attributable to common shares and units 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 NAREIT definition, as net income, computed in accordance with GAAP, excluding gains or losses on sales of depreciable real estate 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.

 

CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition expenses, non-cash interest, unrealized gains and losses on derivatives, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, gain or losses on sales of non-depreciable real estate property, shareholder activism, stock compensation expense and preferred stock accretion. Commencing January 1, 2020, we did not deduct the accrued portion of the preferred income on our preferred equity investments from FFO to determine CFFO as the income is deemed fully collectible under the terms of the agreement. The amount totaled $0.4 million for the three months ended March 31, 2020. We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations. As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential.

 

Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO 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 and CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and CFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs.

 

Neither FFO nor CFFO 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 CFFO 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 CFFO 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.

 

We have acquired nine operating properties and made seven property investments through preferred equity interests or mezzanine loans and sold nine operating properties subsequent to March 31, 2019. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance.

 

13

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

The table below reconciles our calculations of FFO and CFFO to net loss, the most directly comparable GAAP financial measure, for the three months ended March 31, 2020 and 2019 (in thousands, except per share amounts):

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common shares   $ (16,493 )   $ (12,093 )
Add back: Net loss attributable to operating partnership units     (5,822 )     (4,051 )
Net loss attributable to common shares and units     (22,315 )     (16,144 )
Common stockholders and operating partnership units pro-rata share of:                
Real estate depreciation and amortization (1)     19,900       16,142  
Gain on sale of real estate investments     (110 )      
FFO Attributable to Common Shares and Units     (2,525 )     (2 )
Common stockholders and operating partnership units pro-rata share of:                
Acquisition and pursuit costs     1,269       58  
Non-cash interest expense     845       775  
Unrealized (gain) loss on derivatives     (26 )     1,635  
Non-real estate depreciation and amortization     120       86  
Gain on sale of non-depreciable real estate investments           (679 )
Shareholder activism           338  
Non-recurring income     (40 )      
Non-cash preferred returns on unconsolidated real estate joint ventures           (212 )
Non-cash equity compensation     3,547       2,391  
Preferred stock accretion     3,925       1,887  
CFFO Attributable to Common Shares and Units   $ 7,115     $ 6,277  
                 
Per Share and Unit Information:                
FFO Attributable to Common Shares and Units - diluted   $ (0.08 )   $ (0.00 )
CFFO Attributable to Common Shares and Units - diluted   $ 0.22     $ 0.20  
                 
Weighted average common shares and units outstanding - diluted     32,668,294       30,885,006  

 

(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 for partially owned properties, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments. 

 

14

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre")

 

NAREIT defines earnings before interest, taxes, depreciation and amortization for real estate ("EBITDAre") (September 2017 White Paper) as net income (loss), computed in accordance with GAAP, before interest expense, income taxes, depreciation and amortization expense, and further adjusted for gains and losses from sales of depreciated operating properties, and impairment write-downs of depreciated operating properties.

 

We consider EBITDAre 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.

 

Adjusted EBITDAre represents EBITDAre further adjusted for non-comparable items and it is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges.

 

EBITDAre and Adjusted EBITDAre are not recognized measurements under GAAP. Because not all companies use identical calculations, our presentation of EBITDAre and Adjusted EBITDAre may not be comparable to similarly titled measures of other companies.

 

Below is a reconciliation of net loss attributable to common stockholders to EBITDAre (unaudited and dollars in thousands).

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
Net loss income attributable to noncontrolling interests     (6,100 )     (4,543 )
Preferred stock dividends     13,547       10,384  
Preferred stock accretion     3,925       1,887  
Interest expense, net     14,916       16,067  
Depreciation and amortization     20,876       17,144  
Gain on sale of real estate investments     (253 )      
EBITDAre   $ 30,418     $ 28,846  
Acquisition and pursuit costs     1,269       58  
Non-real estate depreciation and amortization     120       86  
Gain on sale of non-depreciable real estate investments           (679 )
Shareholder activism           338  
Non-cash equity compensation     3,547       2,391  
Non-recurring income     (40 )      
Non-cash preferred returns on unconsolidated real estate joint ventures           (212 )
Adjusted EBITDAre   $ 35,314     $ 30,828  

15

 

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

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; 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 a supplemental measure of our financial performance.

 

The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI and to same store and non-same store contributions to consolidated NOI, as computed in accordance with GAAP for the periods presented (unaudited and amounts in thousands):

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common shares   $ (16,493 )   $ (12,093 )
Add back: Net loss attributable to operating partnership units     (5,822 )     (4,051 )
Net loss attributable to common shares and units     (22,315 )     (16,144 )
Add common stockholders and operating partnership units pro-rata share of:                
Depreciation and amortization     19,900       16,142  
Non-real estate depreciation and amortization     120       86  
Non-cash interest expense     845       775  
Unrealized (gain) loss on derivatives     (26 )     1,635  
Property management fees     1,232       1,148  
Acquisition and pursuit costs     1,269       58  
Corporate operating expenses     6,296       5,554  
Preferred dividends     13,547       10,384  
Preferred stock accretion     3,925       1,887  
Less common stockholders and operating partnership units pro-rata share of:                
Other income     40        
Preferred returns on unconsolidated real estate joint ventures     2,574       2,289  
Interest income from related parties and ground leases     5,888       5,776  
Gain on sale of real estate investments     110        
Gain on sale of non-depreciable real estate investments           679  
Pro-rata share of properties’ income     16,181       12,781  
Add:                
Noncontrolling interest pro-rata share of partially owned property income     803       729  
Total property income     16,984       13,510  
Add:                
Interest expense     14,070       13,578  
Net operating income     31,054       27,088  
Less:                
Non-same store net operating income     7,144       3,795  
Same store net operating income (1)   $ 23,910     $ 23,293  

 

(1) Same store portfolio for the three months ended March 31, 2020 consists of 27 properties, which represent 9,291 units.

 

Contact

Investors:

(888) 558.1031
investor.relations@bluerockre.com

 

Media:

Josh Hoffman

(208) 475.2380

jhoffman@bluerockre.com

#

 

16

 

 

Bluerock Residential Growth REIT, Inc.

Financial and Operating Highlights

For the Three Months Ended March 31, 2020

(Unaudited and dollars in thousands except for share and per share data)

 

    Three Months Ended        
    March 31,        
OPERATING INFORMATION   2020     2019     % Change  
Total revenue   $ 56,241     $ 51,466       9.3 %
                         
Total assets   $ 2,484,617     $ 2,013,447       23.4 %
                         
Property NOI (1)   $ 31,054     $ 27,088       14.6 %
                         
Property NOI margins     61.7 %     59.3 %     4.0 %
                         
Net loss per common share - Diluted   $ (0.70 )   $ (0.53 )     -  
                         
CFFO attributable to common stockholders and unit holders per share (2)   $ 0.22     $ 0.20       10.0 %

 

(1) See page 35 for the Company's definition of this non-GAAP measurement and reasons for using it.

 

(2) See page 33 for the Company's definition of this non-GAAP measurement and reasons for using it.

 

17

 

 

Bluerock Residential Growth REIT, Inc.

Share and Unit Information

First Quarter 2020

(Unaudited)

 

Weighted Average Common Stock and Units Outstanding for the quarter ended March 31, 2020      
Class A Common Stock     24,011,208  
Class C Common Stock     76,603  
Weighted Average Common Stock Outstanding, Diluted     24,087,811  
Warrants (1)     11,058  
Restricted Stock Grants (2)     45,572  
Weighted Average Common Stock Outstanding, Diluted     24,144,441  
OP Units     6,384,467  
LTIP Units     2,139,386  
Weighted Average Common Stock and Total Units Outstanding, Diluted     32,668,294  
         
Outstanding Common Stock and Units at March 31, 2020     33,887,580  
         
Outstanding 8.250% Series A Cumulative Redeemable Preferred Stock at March 31, 2020     5,721,460  
         
Outstanding 6.000% Series B Redeemable Preferred Stock at March 31, 2020     519,338  
         
Outstanding 7.625% Series C Cumulative Redeemable Preferred Stock at March 31, 2020     2,323,750  
         
Outstanding 7.125% Series D Cumulative Preferred Stock at March 31, 2020     2,850,602  
         
Outstanding 6.150% Series T Redeemable Preferred Stock at March 31, 2020     2,314,512  

 

 

(1) Potential dilution from warrants outstanding from issuance of Series B Preferred Stock offering that are potentially exercisable into 11,058 shares of common stock.

 

(2) Potential dilution from vesting of restricted stock grants issued to employees for 45,572 shares of common stock.

 

The following table reflects the impact of various LTIP Unit issuances, share repurchases, and other share/unit changes subsequent to December 31, 2019:

 

Share Type   Shares and
units
outstanding
December
31, 2019
    Class A
ATM
Offering
    Class A
common
from Series
B Company
redemptions
    Class A
common
from Series
B holder
redemptions
    Class A
Share
Repurchase
    LTIP
Issuances
    Other     Shares and
units
outstanding
March 31,
2020
    Ownership
%
 
Class A Common Stock     23,422,557       166,873       1,334,501       108,149       (1,028,293 )     -       11,697       24,015,484       70.86 %
Class C Common Stock     76,603       -       -       -       -       -       -       76,603       0.23 %
Total share equivalents     23,499,160       166,873       1,334,501       108,149       (1,028,293 )     -       11,697       24,092,087       71.09 %
OP Units     6,384,467       -       -       -       -       -       -       6,384,467       18.84 %
LTIP Units     2,598,465       -       -       -       -       812,561       -       3,411,026       10.07 %
Total noncontrolling interest     8,982,932       -       -       -       -       812,561       -       9,795,493       28.91 %
Total shares, OP and LTIP Units     32,482,092       166,873       1,334,501       108,149       (1,028,293 )     812,561       11,697       33,887,580       100.00 %

 

18

 

 

Bluerock Residential Growth REIT, Inc.

EBITDAre and Interest Information

First Quarter 2020

(Unaudited and dollars in thousands)

 

    Three Months Ended  
    March 31,  
    2020  
Q1 EBITDAre Calculation        
Net loss attributable to common stockholders   $ (16,493 )
Net loss attributable to noncontrolling interests     (6,100 )
Preferred stock dividends     13,547  
Preferred stock accretion     3,925  
Interest expense, net     14,916  
Depreciation and amortization     20,876  
Gain on sale of real estate investments     (253 )
EBITDAre (1)   $ 30,418  
Acquisition and pursuit costs     1,269  
Non-real estate depreciation and amortization     120  
Non-cash equity compensation     3,547  
Non-recurring income     (40 )
Adjusted EBITDAre   $ 35,314  
         
Modified Q1 EBITDAre Calculation (2)        
Adjusted EBITDAre   $ 35,314  
Adjustment     (37 )
Modified Q1 EBITDAre   $ 35,277  
Modified Q1 EBITDAre annualized   $ 141,108  
         
Modified Q1 Interest Calculation (2)(3)        
Interest expense   $ 14,070  
Adjustment     466  
Modified Q1 interest expense   $ 14,536  
Modified Q1 interest expense annualized   $ 58,144  

 

(1) See page 34 for a reconciliation of net income attributable to common stockholders to EBITDAre and the Company's definition of EBITDAre and reasons for using it.

 

(2) Adjustment to EBITDAre and interest expense represents the estimated impact over the full period of the following activity assuming the transactions had occurred on January 1, 2020: (i) acquisitions of Avenue 25 and Falls at Forsyth, (ii) acquisition of Zoey ground lease, (iii) sales of Helios and Whetstone Apartments, (iv) additional investments at Alexan CityCentre, Alexan Southside Place, Arlo, Domain at The One Forty, North Creek Apartments, Riverside Apartments, Strategic Portfolio, and Wayforth at Concord, and (v) paydowns at Motif and The Park at Chapel Hill. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts.

 

(3) Interest expense excludes non-cash interest expense.

 

19

 

 

Bluerock Residential Growth REIT, Inc.

Financial Statistics

First Quarter 2020

(Unaudited and dollars in thousands)

 

    Three Months Ended  
    March 31,  
    2020  
Interest Coverage Ratio        
Modified Q1 EBITDAre *   $ 35,277  
Modified Q1 interest expense (4) *     14,536  
Interest coverage ratio     2.43 x
         
Quarterly Fixed Charge Coverage Ratio        
Modified Q1 interest expense (4) *   $ 14,536  
Preferred stock dividends     13,547  
Total fixed charges   $ 28,083  
Modified Q1 EBITDAre *     35,277  
Modified Q1 EBITDAre fixed charge coverage ratio     1.26 x
         
Net Debt / Modified EBITDAre Ratio        
Total debt (1)   $ 1,572,430  
Less: cash (3)     (116,035 )
Net debt (total debt less cash)   $ 1,456,395  
Modified Q1 EBITDAre (annualized)*     141,108  
Net debt / modified EBITDAre ratio     10.32 x
         
Leverage as a Percentage of Assets        
Total debt (1)   $ 1,572,430  
Total undepreciated assets (2)     2,644,403  
Total debt / total undepreciated assets     59.5 %
Net debt / net undepreciated assets (less cash)     57.6 %
         
Leverage as a Percentage of Enterprise Value        
Total market cap (5)   $ 967,951  
Total debt (1)     1,572,430  
Total enterprise value   $ 2,540,381  
Total debt / total enterprise value     61.9 %
Net debt / total enterprise value     57.3 %

 

(1) Total debt excludes amortization of fair market value adjustments of $3.0 million and deferred financing costs of $11.3 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 non-cash interest expense.

 

(5) Total market cap is calculated by using common shares, preferred shares, and equivalents (OP Units/LTIP Units) multiplied by the March 31, 2020 closing share prices.

 

* Adjustment to EBITDAre and interest expense represents the estimated impact over the full period of the following activity assuming the transactions had occurred on January 1, 2020: (i) acquisitions of Avenue 25 and Falls at Forsyth, (ii) acquisition of Zoey ground lease, (iii) sales of Helios and Whetstone Apartments, (iv) additional investments at Alexan CityCentre, Alexan Southside Place, Arlo, Domain at The One Forty, North Creek Apartments, Riverside Apartments, Strategic Portfolio, and Wayforth at Concord, and (v) paydowns at Motif and The Park at Chapel Hill. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts. See prior page for calculations.

 

20

 

 

Bluerock Residential Growth REIT, Inc.

Recent Acquisitions and Investments

(Unaudited)

 

Property   MSA   Date of
Investment
  Year Built/
Renovated (1)
    Number
of Units
    Ownership
Interest in
Property
    Purchase
Price (in
millions)
    Average
Rent (2)
 
Operating Properties                                                
Avenue 25   Phoenix, AZ   1/23/2020     2013       254       100 %   $ 55.6     $ 1,225  
Falls at Forsyth   Atlanta, GA   3/06/2020     2019       356       100 %     82.5       1,345  
   Total/Average                     610             $ 138.1     $ 1,263  

 

Property   MSA   Date of
Investment
  Year Built/
Renovated (1)
    Number
of Units
    Investment
Amount (in
millions)
    Average
Rent (2)
 
Preferred Equity                                        
Georgetown Crossing   Savannah, GA   3/20/2020     1994       168     $ 2.2     $ 1,012  
Park on the Square   Pensacola, FL   3/20/2020     1999       240       5.8       1,103  
   Total Preferred Equity                     408       8.0       1,065  
                                         
Ground Lease                                        
Zoey (3)   Austin, TX   3/04/2020     2022       307       3.1       1,762  
   Total Ground Lease                     307       3.1       1,762  
                                         
   Total/Average                     715     $ 11.1     $ 1,364  

 

(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 the three months ended March 31, 2020. The average rent for the development project represents the average pro forma effective monthly rent per occupied unit for all expected units upon stabilization.

 

(3) Property is a development project. The Company acquired land and entered into a ground lease.

 

21

 

 

Bluerock Residential Growth REIT, Inc.

Recent Dispositions

(Unaudited and dollars in millions)

 

Property   Location   Date Sold   Number of Units     Sale Price     BRG Net Proceeds  
Preferred Equity                                
Helios   Atlanta, GA   1/08/2020     282     $ 65.6     $ 22.7  
Whetstone Apartments   Durham, NC   1/24/2020     204       46.5       19.6  
   Total             486     $ 112.1     $ 42.3  

 

22

Bluerock Residential Growth REIT, Inc.

Investments in Unconsolidated Real Estate Joint Ventures, Notes and Accrued Interest Receivable from Related Parties, and Ground Lease

For the Three Months Ended March 31, 2020

(Unaudited and dollars in thousands)

 

Multifamily Community Name  

Investment
Balance as of
January 1, 2020

    Change    

Investment
Balance as of
March 31, 2020

   

Return as of
March 31, 2020

    CFFO Earned for the
Three Months Ended
March 31, 2020
 
Preferred and Equity Investments                                        
Operating – Stabilized                                        
Alexan CityCentre   $ 12,788     $ 1,192     $ 13,980       17.7 %   $ 591  
Alexan Southside Place     24,866       630       25,496       5.0 %     315  
Mira Vista     5,250       -       5,250       10.1 %     134  
Strategic Portfolio     10,183       8,045       18,228       10.5 %     297  
Thornton Flats     4,600       -       4,600       9.0 %     103  
Total operating - stabilized     57,687       9,867       67,554               1,440  
                                         
Lease-up                                        
Wayforth at Concord     4,683       1,817       6,500       13.0 %     193  
Total lease-up     4,683       1,817       6,500               193  
                                         
Development                                        
North Creek Apartments     14,964       284       15,248       12.5 %     476  
Riverside Apartments     12,342       912       13,254       12.5 %     409  
Total development     27,306       1,196       28,502               885  
                                         
Sold                                        
Helios     23,663       (23,021 )     642       -       (16 )(1)
Leigh House (2)     80       -       80       -       -  
Whetstone Apartments     12,932       (12,932 )     -       -       56  
Total sold     36,675       (35,953 )     722               40  
                                         
Other     93       1       94       (3 )     -  
    $ 126,444     $ (23,072 )   $ 103,372             $ 2,558  
                                         
Mezzanine Loans                                        
Operating - Stabilized                                        
Domain at The One Forty (3)   $ 23,430     $ 392     $ 23,822       5.5 %   $ 322  
Total operating - stabilized     23,430       392       23,822               322  
                                         
Lease-up                                        
Arlo (3)     27,605       996       28,601       15.0 %     1,020  
Motif (3)     75,436       (8,000 )     67,436       12.9 %     2,400  
Novel Perimeter (3)     20,867       -       20,867       15.0 %     770  
Vickers Historic Roswell (3)     11,624       -       11,624       15.0 %     429  
Total lease-up     135,532       (7,004 )     128,528               4,619  
                                         
Development                                        
The Park at Chapel Hill (4)     34,819       (21,000 )     13,819       10.6 %     935  
Total development     34,819       (21,000 )     13,819               935  
                                         
    $ 193,781     $ (27,612 )   $ 166,169             $ 5,876  
                                         
Ground Lease - Development (5)                                        
Zoey   $ -       3,157       3,157       -     $ 12  
    $ -     $ 3,157     $ 3,157             $ 12  

 

(1) The property incurred an additional $143 of costs related to the sale of Helios.

 

(2) Represents remaining net assets in the joint venture after receipt of $14.2 million in proceeds for the preferred equity investment.

 

(3) The Company also holds an equity method investment with 0.5% common ownership.

 

(4) The investment includes a $5.0 million senior loan and a $8.5 million mezzanine loan.

 

(5) Ground lease investments are included in accounts receivable, prepaids and other assets. 

23

 

 

 

Bluerock Residential Growth REIT, Inc.

Portfolio Information

First Quarter 2020

(Unaudited)

 

Multifamily
Community Name
  Location   Number
of Units
    Year Built/
Renovated (1)
    Average
Rent (2)
    Revenue per
Occupied
Unit (3)
    Average
Occupancy
 
Consolidated Operating Properties:                                            
ARIUM Glenridge   Atlanta, GA     480       1990     $ 1,270     $ 1,386       94.3 %
ARIUM Grandewood   Orlando, FL     306       2005       1,427       1,560       94.8 %
ARIUM Hunter’s Creek   Orlando, FL     532       1999       1,444       1,603       95.6 %
ARIUM Metrowest   Orlando, FL     510       2001       1,435       1,638       94.3 %
ARIUM Westside   Atlanta, GA     336       2008       1,560       1,690       95.3 %
Ashford Belmar   Lakewood, CO     512       1988/1993     1,661       1,854       91.8 %
Ashton Reserve   Charlotte, NC     473       2015       1,133       1,282       95.5 %
Avenue 25   Phoenix, AZ     254       2013       1,225       1,357       94.0 %
Cade Boca Raton   Boca Raton, FL     90       2019       2,703       2,699       95.4 %
Chattahoochee Ridge   Atlanta, GA     358       1996       1,366       1,456       90.7 %
Citrus Tower   Orlando, FL     336       2006       1,347       1,509       92.6 %
Denim   Scottsdale, AZ     645       1979       1,206       1,370       96.7 %
Element   Las Vegas, NV     200       1995       1,264       1,488       94.2 %
Enders Place at Baldwin Park   Orlando, FL     220       2003       1,807       1,906       95.1 %
Falls at Forsyth   Cumming, GA     356       2019       1,345       1,389       85.1 %
Gulfshore Apartment Homes   Naples, FL     368       2016       1,335       1,470       93.8 %
James on South First   Austin, TX     250       2016       1,334       1,501       95.7 %
Marquis at The Cascades   Tyler, TX     582       2009       1,239       1,324       93.8 %
Marquis at TPC   San Antonio, TX     139       2008       1,491       1,652       94.1 %
Navigator Villas   Pasco, WA     176       2013       1,092       1,277       95.0 %
Outlook at Greystone   Birmingham, AL     300       2007       1,033       1,220       93.8 %
Park & Kingston   Charlotte, NC     168       2015       1,337       1,398       96.4 %
Pine Lakes Preserve   Port St. Lucie, FL     320       2003       1,329       1,476       96.6 %
Plantation Park   Lake Jackson, TX     238       2016       1,344       1,473       90.5 %
Providence Trail   Mount Juliet, TN     334       2007       1,241       1,379       93.7 %
Roswell City Walk   Roswell, GA     320       2015       1,577       1,776       94.6 %
Sands Parc   Daytona Beach, FL     264       2017       1,390       1,600       95.5 %
The Brodie   Austin, TX     324       2001       1,325       1,492       94.6 %
The District at Scottsdale   Scottsdale, AZ     332       2018       2,191       2,322       60.9 %
The Links at Plum Creek   Castle Rock, CO     264       2000       1,438       1,584       92.8 %
The Mills   Greenville, SC     304       2013       1,059       1,188       92.5 %
The Preserve at Henderson Beach   Destin, FL     340       2009       1,447       1,605       95.3 %
The Reserve at Palmer Ranch   Sarasota, FL     320       2016       1,332       1,461       95.9 %
The Sanctuary   Las Vegas, NV     320       1988       1,021       1,158       92.6 %
Veranda at Centerfield   Houston, TX     400       1999       997       1,098       94.4 %
Villages of Cypress Creek   Houston, TX     384       2001       1,167       1,254       94.6 %
Wesley Village   Charlotte, NC     301       2010       1,361       1,472       93.5 %
                                             
Total Consolidated Operating Properties         12,356             $ 1,331 (5)   $ 1,474 (5)     94.2 %(5)
                                             
Mezzanine/Preferred/Ground Lease Investments:                                            
Alexan CityCentre   Houston, TX     340             $ 1,736     $ 1,835       90.8 %
Alexan Southside Place   Houston, TX     270               1,722       1,848       95.5 %
Arlo   Charlotte, NC     286               1,507 (4)      N/A        N/A  
Belmont Crossing   Smyrna, GA     192               791       867       91.1 %
Domain at The One Forty   Garland, TX     299               1,410       1,563       89.3 %
Georgetown Crossing   Savannah, GA     168               1,012       1,076       95.3 %
Mira Vista   Austin, TX     200               1,009       1,112       96.3 %
Motif   Fort Lauderdale, FL     385               2,352 (4)      N/A        N/A  
North Creek Apartments   Leander, TX     259               1,358 (4)      N/A        N/A  
Novel Perimeter   Atlanta, GA     320               1,749 (4)      N/A        N/A  
Park on the Square   Pensacola, FL     240               1,103       1,237       95.1 %
Riverside Apartments   Austin, TX     222               1,408 (4)      N/A        N/A  
Sierra Terrace   Atlanta, GA     135               1,182       1,301       95.6 %
Sierra Village   Atlanta, GA     154               1,066       1,117       95.5 %
The Park at Chapel Hill   Chapel Hill, NC     *               *        N/A        N/A  
Thornton Flats   Austin, TX     104               1,493       1,692       92.3 %
Vickers Historic Roswell   Roswell, GA     79               3,176 (4)      N/A        N/A  
Wayforth at Concord   Concord, NC     150               1,707 (4)      N/A        N/A  
Zoey   Austin, TX     307               1,762 (4)      N/A        N/A  
                                             
Total Mezzanine/Preferred/Ground Lease Investments         4,110             $ 1,545     $ 1,415       93.1 %
                                             
Total Portfolio         16,466             $ 1,386 (5)   $ 1,465 (5)     94.0 %(5)

 

24

 

 

(1) Represents date of last significant renovation or year built if no renovations.

 

(2) Represents the average effective monthly rent per occupied unit for the three months ended March 31, 2020.

 

(3) Revenue per occupied unit is total revenue divided by average number of occupied units for the three months ended March 31, 2020.

 

(4) Represents the average pro forma effective monthly rent per occupied unit for all expected units upon stabilization.

 

(5) Excludes District at Scottsdale, which is in lease-up.

 

* The development is in the planning phase; project specifications are in process.

  

25

 

 

Bluerock Residential Growth REIT, Inc.

Renovation Table

As of March 31, 2020

(Unaudited)

  

Units and Investment                            
    2020   To Date  
    Completed     Completed     Total Expected   Total     Unrenovated Units  
    in 1Q     Year-to-date     Completions in 2020   Completed     Remaining  
Number of Renovations     120       120      120 - 130     2,765       4,611  
Renovation Cost per Unit   $ 8,520     $ 8,520     $6,000 - $7,000                

 

Returns   Inception-to-date  
    Cost     Monthly Rent     Return on  
    per Unit     Premium     Investment  
Weighted Average Returns to Date   $ 5,811     $ 114       23.5 %

 

26

 

 

Bluerock Residential Growth REIT, Inc.

Lease-up and Development Mezzanine/Preferred/Ground Lease Investments

As of March 31, 2020

(Unaudited)

 

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.

 

                                              Actual/Estimated Dates for
Multifamily Community Name     Actual/
Planned
Number
of Units
      Total Actual/
Estimated
Construction
Cost (in
millions)
      Cost to
Date (in
millions)
      Actual/
Estimated
Construction
Cost Per
Unit
      Total
Available
Financing
(in millions)
      Construction
Start
    Initial
Occupancy
    Construction
Completion
   

Stabilized
Operations
(1)

Lease-up Investments                                                                
Vickers Historic Roswell (2)     79     $ 31.9     $ 30.3     $ 403,797     $ 22.0       2Q16     2Q18     3Q18     4Q20
Arlo (2)     286       60.0       58.6       209,790       43.0       4Q16     2Q18     1Q19     4Q20
Novel Perimeter (2)     320       71.0       68.3       221,875       44.7       4Q16     3Q18     1Q19     4Q20
Motif (2)     385       135.4       127.5       351,688       70.4       1Q18     1Q20     3Q20     2Q22
Wayforth at Concord (3)     150       33.5       15.3       223,333       22.3       4Q18     1Q20     3Q21     3Q21
   Total lease-up units     1,220                                                          
                                                                 
Development Investments                                                                
North Creek Apartments (3)     259       44.0       26.7       169,884       23.6       4Q18     3Q20     4Q20     3Q21
Riverside Apartments (3)     222       37.9       16.4       170,721       20.2       2Q19     1Q21     2Q21     4Q21
Zoey     307       59.5       7.8       193,811       25.5       1Q20     1Q22     2Q22     1Q23
The Park at Chapel Hill (4)     -       -       -       -       -       -     -     -     -
   Total development units     788                                                          
                                                                 
   Total units     2,008                                                          

 

(1) We define stabilized occupancy as attainment of 90% physical occupancy.

 

(2) Represents a mezzanine loan investment. Arlo and Vickers Historic Roswell have an option to purchase indirect property interest upon maturity.

 

(3) Represents a preferred equity investment. North Creek Apartments, Riverside Apartments, and Wayforth at Concord have an option to purchase the property at stabilization.

 

(4) The development is in the planning phase; project specifications are in process.

  

27

 

 

Bluerock Residential Growth REIT, Inc.

Condensed Consolidated Balance Sheets

First Quarter 2020

(Unaudited and dollars in thousands except for share and per share data)

 

    March 31, 2020     December 31,
2019
 
ASSETS                
Net Real Estate Investments                
Land   $ 273,038     $ 268,244  
Buildings and improvements     1,800,314       1,752,738  
Furniture, fixtures and equipment     70,814       67,904  
Total Gross Real Estate Investments     2,144,166       2,088,886  
Accumulated depreciation     (147,601 )     (141,566 )
Total Net Operating Real Estate Investments     1,996,565       1,947,320  
Operating real estate held for sale, net     76,413        
Total Net Real Estate Investments     2,072,978       1,947,320  
Cash and cash equivalents     94,180       31,683  
Restricted cash     21,855       19,085  
Notes and accrued interest receivable from related parties     166,169       193,781  
Due from affiliates     2,015       4,077  
Accounts receivable, prepaids and other assets     21,037       15,209  
Preferred equity investments and investments in unconsolidated real estate joint ventures     103,372       126,444  
In-place lease intangible assets, net     2,612       3,098  
Non-real estate assets associated with operating real estate held for sale     399        
Total Assets   $ 2,484,617     $ 2,340,697  
                 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY                
Mortgages payable   $ 1,399,422     $ 1,425,257  
Mortgages payable associated with operating real estate held for sale     61,918        
Revolving credit facilities     102,753       18,000  
Accounts payable     1,740       1,488  
Other accrued liabilities     28,708       27,499  
Due to affiliates     1,006       790  
Distributions payable     14,057       13,541  
Liabilities associated with operating real estate held for sale     1,071        
Total Liabilities     1,610,675       1,486,575  
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized; 5,721,460 shares issued and outstanding as of March 31, 2020 and December 31, 2019     140,560       140,355  
6.000% Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 1,225,000 shares authorized; 519,338 and 536,695 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively     467,043       480,921  
7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,323,750 shares issued and outstanding as of March 31, 2020 and December 31, 2019     56,876       56,797  
6.150% Series T Redeemable Preferred Stock, liquidation preference $25.00 per share, 32,000,000 shares authorized; 2,314,512 and 17,400 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively     52,153       388  
Equity                
Stockholders’ Equity                
Preferred stock, $0.01 par value, 197,900,000 shares authorized; no shares issued and outstanding            
7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,850,602 shares issued and outstanding as of March 31, 2020 and December 31, 2019     68,705       68,705  
Common stock - Class A, $0.01 par value, 747,509,582 shares authorized; 24,015,484 and 23,422,557 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively     240       234  
Common stock - Class C, $0.01 par value, 76,603 shares authorized; 76,603 shares issued and outstanding as of March 31, 2020 and December 31, 2019     1       1  
Additional paid-in-capital     318,802       311,683  
Distributions in excess of cumulative earnings     (273,538 )     (253,132 )
Total Stockholders’ Equity     114,210       127,491  
Noncontrolling Interests                
Operating Partnership units     14,946       19,331  
    Partially owned properties     28,154       28,839  
Total Noncontrolling Interests     43,100       48,170  
Total Equity     157,310       175,661  
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY   $ 2,484,617     $ 2,340,697  

 

28

 

  

Bluerock Residential Growth REIT, Inc.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2020 and 2019

(Dollars in thousands)

 

    Three Months Ended  
    March 31,  
    2020     2019  
Revenues                
Rental and other property revenues   $ 50,353     $ 45,690  
Interest income from related parties and ground leases     5,888       5,776  
Total revenues     56,241       51,466  
Expenses                
Property operating     19,299       18,602  
Property management fees     1,294       1,215  
General and administrative     6,371       5,627  
Acquisition and pursuit costs     1,269       58  
Depreciation and amortization     20,921       17,230  
Total expenses     49,154       42,732  
Operating income     7,087       8,734  
Other income (expense)                
Other income     40        
Preferred returns on unconsolidated real estate joint ventures     2,415       2,289  
Gain on sale of real estate investments     253        
Gain on sale of non-depreciable real estate investments           679  
Interest expense, net     (14,916 )     (16,067 )
Total other expense     (12,208 )     (13,099 )
Net loss     (5,121 )     (4,365 )
Preferred stock dividends     (13,547 )     (10,384 )
Preferred stock accretion     (3,925 )     (1,887 )
Net loss attributable to noncontrolling interests                
Operating Partnership units     (5,822 )     (4,051 )
Partially owned properties     (278 )     (492 )
Net loss attributable to noncontrolling interests     (6,100 )     (4,543 )
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
                 
Net loss per common share - Basic   $ (0.70 )   $ (0.53 )
                 
Net loss per common share – Diluted   $ (0.70 )   $ (0.53 )
                 
Weighted average basic common shares outstanding     24,087,811       23,123,616  
Weighted average diluted common shares outstanding     24,087,811       23,123,616  

  

29

 

 

 

Bluerock Residential Growth REIT, Inc.

Reconciliation of Funds from Operations (FFO) and Core FFO (CFFO) Attributable to Common Stockholders and Unit Holders

For the Three Months Ended March 31, 2020 and 2019

(Unaudited and dollars in thousands except for share and per share data)

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
Add back: Net loss attributable to Operating Partnership Units     (5,822 )     (4,051 )
Net loss attributable to common stockholders and unit holders     (22,315 )     (16,144 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Real estate depreciation and amortization (1)     19,900       16,142  
Gain on sale of real estate investments     (110 )      
FFO Attributable to Common Stockholders and Unit Holders     (2,525 )     (2 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Acquisition and pursuit costs     1,269       58  
 Non-cash interest expense     845       775  
Unrealized (gain) loss on derivatives     (26 )     1,635  
Non-real estate depreciation and amortization     120       86  
Gain on sale of non-depreciable real estate investments           (679 )
Shareholder activism           338  
Non-recurring income     (40 )      
Non-cash preferred returns on unconsolidated real estate joint ventures           (212 )
Non-cash equity compensation     3,547       2,391  
Preferred stock accretion     3,925       1,887  
CFFO Attributable to Common Stockholders and Unit Holders   $ 7,115     $ 6,277  
                 
Per Share and Unit Information:                
FFO Attributable to Common Stockholders and Unit Holders - diluted   $ (0.08 )   $ (0.00 )
CFFO Attributable to Common Stockholders and Unit Holders - diluted   $ 0.22     $ 0.20  
                 
Weighted average common shares and units outstanding - diluted     32,668,294       30,885,006  

 

(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 for partially owned properties, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments. 

 

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____________________________________________________________________________________________________________

Bluerock Residential Growth REIT, Inc.

Mortgages Payable Summary Information

As of March 31, 2020

(Unaudited and dollars in thousands)

Property   Outstanding
Principal
    Interest Rate     Fixed/ Floating   Maturity Date
ARIUM Glenridge   $ 49,500       2.85 %   L + 1.33% subject to Cap (1)   September 1, 2025
ARIUM Grandewood     39,385       3.63 %   (2)   July 1, 2025
ARIUM Hunter’s Creek     71,856       3.65 %   Fixed   November 1, 2024
ARIUM Metrowest     64,559       4.43 %   Fixed   May 1, 2025
ARIUM Westside     52,150       3.68 %   Fixed   August 1, 2023
Ashford Belmar     100,675       4.53 %   Fixed   December 1, 2025
Avenue 25     36,566       4.18 %   Fixed   July 1, 2027
Cade Boca Raton     23,500       3.09 %   L + 1.50% subject to Cap (1)   January 1, 2025
Chattahoochee Ridge     45,338       3.25 %   Fixed   December 5, 2024
Citrus Tower     41,151       4.07 %   Fixed   October 1, 2024
Denim     91,634       3.32 %   Fixed   August 1, 2029
Element     29,260       3.63 %   Fixed   July 1, 2026
Enders Place at Baldwin Park (3)     23,212       4.30 %   Fixed   November 1, 2022
Gulfshore Apartment Homes     46,345       3.26 %   Fixed   September 1, 2029
James on South First     26,002       4.35 %   Fixed   January 1, 2024
Marquis at The Cascades I     32,130       3.13 %   L + 1.61% subject to Cap (1)   June 1, 2024
Marquis at The Cascades II     22,423       3.13 %   L + 1.61% subject to Cap (1)   June 1, 2024
Navigator Villas     20,515       4.56 %   Fixed   June 1, 2028
Outlook at Greystone     22,105       4.30 %   Fixed   June 1, 2025
Park & Kingston     19,600       3.32 %   Fixed   November 1, 2026
Pine Lakes Reserve     26,950       3.95 %   Fixed   November 1, 2023
Plantation Park     26,625       4.64 %   Fixed   July 1, 2028
Providence Trail     47,950       3.54 %   Fixed   July 1, 2026
Roswell City Walk     50,764       3.63 %   Fixed   December 1, 2026
The Brodie     34,037       3.71 %   Fixed   December 1, 2023
The District at Scottsdale     82,200       2.05 %   L + 1.25% (1)   December 11, 2020
The Links at Plum Creek     40,000       4.31 %   Fixed   October 1, 2025
The Mills     25,669       4.21 %   Fixed   January 1, 2025
The Preserve at Henderson Beach     48,490       3.26 %   Fixed   September 1, 2029
The Reserve at Palmer Ranch     41,348       4.41 %   Fixed   May 1, 2025
The Sanctuary     33,707       3.31 %   Fixed   August 1, 2029
Veranda at Centerfield     26,100       2.83 %   L + 1.25% subject to Cap (1)   July 26, 2023
Villages of Cypress Creek     26,200       3.23 %   Fixed   October 1, 2022
Wesley Village     39,952       4.25 %   Fixed   April 1, 2024
Total     1,407,898                  
Fair value adjustments     2,442                  
Deferred financing costs, net     (10,918 )                
Total continuing operations   $ 1,399,422                  
Held for sale                        
Ashton Reserve I (4)   $ 30,188       4.67 %   Fixed   December 1, 2025
Ashton Reserve II (4)     15,213       3.02 %   L + 1.50% subject to Cap (1)   August 1, 2025
Marquis at TPC (4)     16,378       3.13 %   L + 1.61% subject to Cap (1)   June 1, 2024
Fair value adjustments     565                  
Deferred financing costs, net     (426 )                
Total held for sale   $ 61,918                  
Total   $ 1,461,340                  
Weighted Average Interest Rate     3.67 %                

 

(1) In March 2020, one month LIBOR in effect was 1.52%. LIBOR rate is subject to a LIBOR rate cap of 2.50% until at earliest July 1, 2021, except for Cade Boca Raton with a rate cap of 3.00%.

(2) The principal balance includes a $19.7 million advance at a fixed rate of 4.35% and a $19.7 million advance at a variable rate of 2.92% as of March 31, 2020.

(3) The principal balance includes a $15.8 million loan at a fixed rate of 3.97% and a $7.5 million supplemental loan at a fixed rate of 5.01%.

(4) The property was subsequently sold in April 2020.

 

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____________________________________________________________________________________________________________

Bluerock Residential Growth REIT, Inc.

Mortgages Payable Summary Information Continued

As of March 31, 2020

(Unaudited and dollars in thousands)

 

Mortgages Payable Maturity Schedules

 

Year   Fixed Rate     Floating Rate     Total     % of Total  
2020   $ 5,768     $ 83,395     $ 89,163 (1)     6.07 %
2021     10,320       2,132       12,452       0.85 %
2022     60,153       3,421       63,574       4.33 %
2023     124,864       29,230       154,094       10.48 %
2024     222,393       67,874       290,267       19.75 %
Thereafter     759,063       101,064       860,127       58.52 %
    $ 1,182,561     $ 287,116     $ 1,469,677       100.00 %
Fair Value Adjustments     3,007       -       3,007          
Subtotal   $ 1,185,568     $ 287,116     $ 1,472,684          
Deferred Financing Costs, net     (9,078 )     (2,266 )     (11,344 )        
Total   $ 1,176,490     $ 284,850     $ 1,461,340          

 

    Amounts     % of Total     Weighted
Average
Interest Rates
    Weighted
Average
Maturities
(years)
 
Continuing Operations                                
Secured Fixed Rate Debt   $ 1,154,815       81.9 %     3.88 %     5.9  
Secured Floating Rate Debt (2)     255,525       18.1 %     2.67 %     3.3  
   Total/Average Secured Continuing Operations   $ 1,410,340       100.0 %     3.67 %     5.5  
                                 
Held for Sale                                
Secured Fixed Rate Debt   $ 30,753       49.3 %     4.67 %     5.7  
Secured Floating Rate Debt (2)     31,591       50.7 %     3.07 %     4.7  
   Total/Average Secured Held for Sale   $ 62,344       100.0 %     3.86 %     5.2  
                                 
Total/Average   $ 1,472,684       100.0 %     3.67 %     5.5  
                                 

 

(1) $82.2 million represents a loan in connection with The District at Scottsdale. The loan has a December 2020 maturity date and contains a six-month extension option, subject to certain conditions.

 

(2) $181.4 million or 63% of the floating rate debt is subject to a LIBOR rate cap of 2.50% until at earliest July 1, 2021. $23.5 million or 8% relates to the Cade Boca Raton loan, which has a rate cap of 3.00% through January 1, 2023. The remaining $82.2 million, or 29%, relates to the District at Scottsdale loan, which does not have a rate cap.

 

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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 Core Funds from Operations, Attributable to Common Stockholders and Unit Holders

We believe that funds from operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and core funds from operations (“CFFO”) are important non-GAAP supplemental measures of operating performance for a REIT.

 

FFO attributable to common stockholders and unit holders 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 NAREIT definition, as net income, computed in accordance with GAAP, excluding gains or losses on sales of depreciable real estate 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.

 

CFFO makes certain adjustments to FFO, removing the effect of items that do not reflect ongoing property operations such as acquisition expenses, non-cash interest expense, unrealized gains or losses on derivatives, losses on extinguishment of debt and debt modification costs (includes prepayment penalties incurred and the write-off of unamortized deferred financing costs and fair market value adjustments of assumed debt), one-time weather-related costs, gains or losses on sales of non-depreciable real estate property, shareholder activism, stock compensation expense and preferred stock accretion. Commencing January 1, 2020, we did not deduct the accrued portion of the preferred income on our preferred equity investments from FFO to determine CFFO as the income is deemed fully collectible. The amount totaled $0.4 million for the three months ended March 31, 2020. We believe that CFFO is helpful to investors as a supplemental performance measure because it excludes the effects of certain items which can create significant earnings volatility, but which do not directly relate to our core recurring property operations. As a result, we believe that CFFO can help facilitate comparisons of operating performance between periods and provides a more meaningful predictor of future earnings potential.

 

Our calculation of CFFO differs from the methodology used for calculating CFFO by certain other REITs and, accordingly, our CFFO may not be comparable to CFFO reported by other REITs. Our management utilizes FFO and CFFO 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 and CFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and CFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs.

 

Neither FFO nor CFFO 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 CFFO 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 CFFO 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.

 

We have acquired nine operating properties and made seven property investments through preferred equity interests or mezzanine loans and sold nine operating properties subsequent to March 31, 2019. The results presented 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).

 

Same Store Properties

Same store properties are conventional multifamily residential apartments which were owned and operational for the entire periods presented.

 

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Bluerock Residential Growth REIT, Inc.

Definitions of Non-GAAP Financial Measures

(Unaudited and dollars in thousands)

 

Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate ("EBITDAre")

 

NAREIT defines earnings before interest, taxes, depreciation and amortization for real estate ("EBITDAre") (September 2017 White Paper) as net income, computed in accordance with GAAP, before interest expense, income taxes, depreciation and amortization expense, and further adjusted for gains and losses from sales of depreciated operating properties, and impairment write-downs of depreciated operating properties.

 

We consider EBITDAre 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.

 

Adjusted EBITDAre represents EBITDAre further adjusted for non-comparable items and it is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not consider certain cash requirements such as income tax payments, debt service requirements, capital expenditures and other fixed charges.

 

EBITDAre and Adjusted EBITDAre are not recognized measurements under GAAP. Because not all companies use identical calculations, our presentation of EBITDAre and Adjusted EBITDAre may not be comparable to similarly titled measures of other companies.

 

The reconciliations of net loss attributable to common stockholders to EBITDAre and Adjusted EBITDAre are presented in the table below:

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
Net loss attributable to noncontrolling interests     (6,100 )     (4,543 )
Preferred stock dividends     13,547       10,384  
Preferred stock accretion     3,925       1,887  
Interest expense, net     14,916       16,067  
Depreciation and amortization     20,876       17,144  
Gain on sale of real estate investments     (253 )      
EBITDAre   $ 30,418     $ 28,846  
Acquisition and pursuit costs     1,269       58  
Non-real estate depreciation and amortization     120       86  
Gain on sale of non-depreciable real estate investments           (679 )
Shareholder activism           338  
Non-cash equity compensation     3,547       2,391  
Non-recurring income     (40 )      
Non-cash preferred returns on unconsolidated real estate joint ventures           (212 )
Adjusted EBITDAre   $ 35,314     $ 30,828  

 

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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; 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 a supplemental measure of our financial performance.

 

We have acquired nine operating properties and made seven property investments through preferred equity interests or mezzanine loans and sold nine operating properties subsequent to March 31, 2019. Therefore, the results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance.

 

The following table reflects net loss attributable to common stockholders together with a reconciliation to NOI and to same store and non-same store contributions to consolidated NOI, as computed in accordance with GAAP for the periods presented:

 

    Three Months Ended  
    March 31,  
    2020     2019  
Net loss attributable to common stockholders   $ (16,493 )   $ (12,093 )
Add back: Net loss attributable to Operating Partnership Units     (5,822 )     (4,051 )
Net loss attributable to common stockholders and unit holders     (22,315 )     (16,144 )
Add common stockholders and Operating Partnership Units pro-rata share of:                
Depreciation and amortization     19,900       16,142  
Non-real estate depreciation and amortization     120       86  
Non-cash interest expense     845       775  
Unrealized (gain) loss on derivatives     (26 )     1,635  
Property management fees     1,232       1,148  
Acquisition and pursuit costs     1,269       58  
Corporate operating expenses     6,296       5,554  
Preferred dividends     13,547       10,384  
Preferred stock accretion     3,925       1,887  
Less common stockholders and Operating Partnership Units pro-rata share of:                
Other income     40        
Preferred returns on unconsolidated real estate joint ventures     2,574       2,289  
Interest income from related parties and ground leases     5,888       5,776  
Gain on sale of real estate investments     110        
Gain on sale of non-depreciable real estate investments           679  
Pro-rata share of properties’ income     16,181       12,781  
Add:                
Noncontrolling interest pro-rata share of partially owned property income     803       729  
Total property income     16,984       13,510  
Add:                
Interest expense     14,070       13,578  
Net operating income     31,054       27,088  
Less:                
Non-same store net operating income     7,144       3,795  
Same store net operating income (1)   $ 23,910     $ 23,293  

 

(1) Same store portfolio for the three months ended March 31, 2020 consists of 27 properties, which represent 9,291 units.

 

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