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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 10, 2021

 

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)

 

None.

(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
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 10, 2021, 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, 2021. 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 10, 2021, 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, 2021 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 10, 2021.
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 10, 2021 By: /s/Christopher J. Vohs
    Christopher J. Vohs
    Chief Financial Officer and Treasurer

 

 

 

 

Exhibit Index

 

Exhibit No.   Description
99.1   Press Release, dated May 10, 2021.
99.2   Supplemental Financial Information.

 

 

 

 

Exhibit 99.1

 

 

For Immediate Release

 

Bluerock Residential Growth REIT Announces First Quarter 2021 Results

 

- Portfolio Lease Rate Growth of 3.5% -

- April Portfolio Lease Rate Growth of 7.7% -

- Same Store Average Occupancy Increased 1.2% -

- Repurchased 3.6 Million Common Shares -

 

New York, NY (May 10, 2021) – 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, 2021.

 

“We are encouraged by the substantial sequential reacceleration of rent growth and year over year improvement in same store occupancy which reflect a high-quality affordable Class A portfolio of highly amenitized live/work/play apartment communities,” said Ramin Kamfar, Company Chairman and CEO. “Our strategy of maintaining occupancy over the past year, along with the favorable positioning of our portfolio, is allowing us to achieve industry-leading lease rate growth.”

 

First Quarter Highlights

 

Financial Results

 

- Net income attributable to common stockholders for the first quarter of 2021 was $23.6 million or $1.00 per diluted share, as compared to net loss attributable to common stockholders of ($16.5) million or ($0.70) per diluted share in the prior year period.

 

- Core funds from operations attributable to common stockholders and unit holders (“CFFO”) was $5.3 million, or $0.16 per diluted share, compared to $7.1 million, or $0.22 per diluted share, in the prior year period, as this year’s results were partially impacted by additional capital on the balance sheet.

 

Portfolio Performance

 

- Collected 97% of rents from multifamily properties for the three months ended March 31, 2021.

 

- Total rental and other property revenues grew 1.4% to $51.1 million for the quarter from $50.4 million in the prior year period.

 

- Blended lease rate growth of 3.5%, up 300 basis points on a sequential quarter-over-quarter basis.

 

- March 2021 average lease growth finished at 5.8%, with renewals at 5.5% and new leases at 6.1%. Average lease growth accelerated to 7.7% growth in April.

 

- Portfolio occupancy was 95.8% at March 31, 2021, up 150 basis points from the prior year.

 

- Property Net Operating Income (“NOI”) was $31.1 million, consistent with $31.1 million in the prior year period.

 

- Property operating margins were 61.0% compared to 61.7% in the prior year period.

 

 

 

 

- Same store average occupancy expanded 120 basis points and same store average rent increased 1.0%, as compared to the prior year period.

 

- Same store revenue grew 2.0% and same store NOI increased 0.6%, as compared to the prior year period.

 

Portfolio Activity

 

- Consolidated real estate investments, at cost, were approximately $2.1 billion.

 

- Sold three operating assets and two development properties for aggregate gross sales prices of $303 million with net proceeds of $102 million. The assets were sold at in-place cap rates of 4.0% adjusting for the buyer’s year one taxes and $300 per unit replacement reserves.

 

- Invested $7 million in preferred equity in a new stabilized property and completed funding for eight existing preferred equity, mezzanine loan, and ground lease investments for $21 million.

 

- Completed 72 value-add unit upgrades during the quarter achieving an average 24.3% ROI.

 

Balance Sheet and Market Activity

 

- Had $260.5 million of unrestricted cash and availability under revolving credit facilities as of March 31, 2021.

 

- Paid quarterly dividend of $0.1625 in cash per share of common stock.

 

- Raised $98 million through its continuous registered Series T Preferred Stock offering in the quarter.

 

- Completed redemptions of its remaining 8.25% Series A Cumulative Redeemable Preferred Stock totaling $56 million, including accrued and unpaid dividends.

 

- Redeemed 72,535 shares of Series B Preferred Stock through the issuance of 6,518,267 shares of Class A common stock.

 

- Repurchased 3,557,562 shares of Class A common stock during the quarter at an average price of $11.45 per share.

 

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.

 

First Quarter 2021 Financial Results

 

Net income attributable to common stockholders for the first quarter of 2021 was $23.6 million, compared to net loss attributable to common stockholders of ($16.5) million in the prior year period. Net income in 2021 was positively impacted by three asset sales generating $69 million in gain on sale of real estate investments. Net income (loss) attributable to common stockholders included non-cash expenses of $21.6 million or $0.93 per share in the first quarter of 2021 compared to $20.9 million or $0.88 per share for the prior year period.

 

CFFO for the first quarter of 2021 was $5.3 million, or $0.16 per diluted share, compared to $7.1 million, or $0.22 per diluted share, in the prior year period. CFFO was positively impacted by an increase in property NOI of $0.1 million and a decrease in interest expense of $0.8 million. This was primarily offset by a year-over-year reduction of $1.2 million in interest income from mezzanine loan and ground lease investments, $0.1 million in preferred returns, a $0.5 million increase in general and administrative expenses and preferred stock dividends of $1.1 million.

 

2

 

 

Total Portfolio Performance

 

$ In thousands, except average rental rates   1Q21   1Q20   Variance    
Total Revenues (1)   $ 55,802     $ 56,241       (0.8 )%  
Property Operating Expenses   $ 19,932     $ 19,299       3.3 %  
NOI   $ 31,149     $ 31,054       0.3 %  
Operating Margin     61.0 %     61.7 %     (70 )bps  
Average Occupancy Percentage     95.2 %     94.2 %     100 bps  
Average Rental Rate   $ 1,315     $ 1,331       (1.2 )%  

 

(1) Including interest income from mezzanine loan and ground lease investments.

 

For the first quarter of 2021, property revenues increased by 1.4% compared to the same prior year period. Total portfolio NOI was $31.1 million, an increase of $0.1 million, or 0.3%, compared to the same period in the prior year. Property NOI margins were 61.0% of revenue for the quarter, compared to 61.7% in the prior year quarter.

 

Same Store Portfolio Performance

 

$ In thousands, except average rental rates   1Q21   1Q20   Variance    
Revenues   $ 38,798     $ 38,028       2.0 %  
Property Operating Expenses   $ 14,837     $ 14,209       4.4 %  
NOI   $ 23,961     $ 23,819       0.6 %  
Operating Margin     61.8 %     62.6 %     (80 )bps  
Average Occupancy Percentage     95.4 %     94.2 %     120 bps  
Average Rental Rate   $ 1,332     $ 1,319       1.0 %  

 

The Company’s same store portfolio for the quarter ended March 31, 2021 included 26 properties. For the first quarter of 2021, same store NOI was $24.0 million, an increase of $0.1 million, or 0.6%, compared to the 2020 period. Same store property revenues grew by 2.0% compared to the 2020 period, primarily driven by a 120-basis point increase in occupancy and 1.0% increase in average rental rates; of the Company’s 26 same store properties, 21 recognized occupancy increases and 18 recognized rental rate increases during the period. This was offset by $0.3 million increase in bad debt expense due to the impact of COVID-19.

 

Same store expenses increased 4.4%, or $0.6 million, primarily due to non-controllable real estate tax and insurance expense increases of $0.42 million due to municipality tax increases and industrywide multifamily insurance price increases with the remaining $0.18 million due to administrative and repairs and maintenance expense increases.

 

Renovation Activity

 

The Company completed 72 value-add unit upgrades during the first quarter of 2021 achieving an average 24.3% ROI. Since inception, the Company has completed 3,027 value-add unit upgrades at an average cost of $5,953 per unit and achieved an average monthly rental rate increase of $117 per unit, equating to an average 23.6% ROI on all unit upgrades leased as of March 31, 2021. The Company has identified approximately 4,349 remaining units within the existing portfolio for value-add upgrades with similar projected economics to the completed renovations.

 

3

 

 

Portfolio Activity

 

The following activities were completed during the first quarter:

 

- Made a preferred equity investment of $7 million in a stabilized asset with 262-units called The Riley, located in Richardson, Texas.

 

- Funded $21 million under existing preferred equity, mezzanine loan, and ground lease commitments in eight investments.

 

- On January 28, 2021, the Company sold ARIUM Grandewood for a gross sales price of $65 million and net proceeds to the Company of $25 million.

 

- On February 24, 2021, the Company sold James at South First for a gross sales price of $50 million and net proceeds to the Company of $18 million.

 

- On March 1, 2021, the Company sold Marquis at the Cascades for a gross sales price of $91 million and net proceeds to the Company of $33 million.

 

- On March 18, 2021, the Company’s preferred equity investment in The Conley was redeemed for $17 million.

 

- On March 25, 2021, Alexan Southside Place was sold and the Company’s preferred equity investment was redeemed for $9.8 million in April 2021, with an additional $0.3 million expected to be received before year end.

 

The Company completed the following activity subsequent to March 31, 2021:

 

- On April 12, 2021, the Company made a $10.7 million preferred equity investment in the operating partnership of Peak Housing, a private REIT invested in a portfolio of 474 single-family homes located throughout Texas.

 

- On April 14, 2021, the Company acquired a 95% interest in an 80-unit apartment community located in Olympia, Washington, known as Yauger Park. The total purchase price was $24.5 million, funded in part through the assumption of $15.1 million in mortgage loans secured by the property.

 

- On April 26, 2021, the Company sold Plantation Park for a gross sales price of $32 million and net proceeds to the Company of $2.7 million.

 

Balance Sheet

 

As of March 31, 2021, the Company had $260.5 million of unrestricted cash and availability under its revolving credit facilities, and $1.5 billion of indebtedness outstanding.

 

During the first quarter, the Company raised gross proceeds of approximately $98.0 million through the issuance of 3.9 million shares of Series T Preferred Stock at $25.00 per share.

 

The Company repurchased 3,557,562 shares of Class A Common Stock during the first quarter at an average price of $11.45 per share and increased its repurchase program up to an aggregate $150 million.

 

4

 

 

On February 26, 2021, the Company redeemed the remaining 2,201,547 shares of its 8.25% Series A Cumulative Redeemable Preferred Stock.  The total cost to redeem the shares was $55.7 million, including accrued and unpaid dividends.

 

The Company redeemed 72,535 shares of Series B Preferred Stock through the issuance of 6,518,267 shares of Class A common stock.

 

Dividend

 

On March 12, 2021, the Board of Directors authorized, and the Company declared, a quarterly cash dividend for the first quarter of 2021 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, 2021, which was paid on April 5, 2021. A portion of each dividend may constitute a return of capital for tax purposes.

 

On March 12, 2021, 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 2021, 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 2021, in the amount of $0.4453125 per share.  The dividends were payable to the stockholders of record as of March 25, 2021 and were paid on April 5, 2021.

 

On January 13, 2021, 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 January 25, 2021, February 25, 2021, and March 25, 2021, which were paid in cash on February 5, 2021, March 5, 2021 and April 5, 2021, respectively.

 

On January 13, 2021, 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 January 25, 2021, February 25, 2021, and March 25, 2021, and were paid in cash on February 5, 2021, March 5, 2021 and April 5, 2021, respectively.

 

On April 12, 2021, 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 23, 2021, which was paid in cash on May 5, 2021, and as of May 25, 2021, and June 25, 2021, which will be paid in cash on June 4, 2021 and July 2, 2021, respectively.

 

On April 12, 2021, 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 April 23, 2021, which was paid in cash on May 5, 2021, and as of May 25, 2021, and June 25, 2021, which will be paid in cash on June 4, 2021 and July 2, 2021, respectively.

 

2021 Guidance

 

The Company is reaffirming its prior 2021 CFFO guidance. Based on the Company’s current outlook and market conditions, the Company anticipates 2021 CFFO in the range of $0.65 to $0.70 per share. The Company anticipates that earnings growth will be more heavily weighted towards the second half of 2021 as it realizes the upside opportunity from deploying the proceeds from opportunistic dispositions in late 2020 and early 2021, plus the implementation of institutional property management, lease-ups, and value-add renovations at its recent acquisitions. For additional guidance details underlying earnings guidance, please see page 32 of Company’s First Quarter 2021 Earnings Supplement available under the Investors section on the Company’s website (www.bluerockresidential.com).

 

5

 

 

Conference Call

 

All interested parties can listen to the live conference call at 11:00 AM ET on Monday, May 10, 2021 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 10, 2021 at  https://services.choruscall.com/mediaframe/webcast.html?webcastid=VDVxOVOq, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10155057.

 

The full text of this Earnings Release and additional Supplemental Information is available in the Investors 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 primarily affordable Class A 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 23, 2021, 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.

6

 

 

Portfolio Summary

 

The following is a summary of our operating real estate and mezzanine/preferred/ground lease investments as of March 31, 2021:

 

Multifamily Community Name   Location   Number of Units         Year Built/ Renovated (1)     Ownership Interest     Average Rent (2)     % Occupied (3)
Consolidated Operating Properties:                                        
ARIUM Glenridge     Atlanta, GA     480           1990       90 %   $ 1,293     94.6%
ARIUM Hunter’s Creek   Orlando, FL     532           1999       100 %     1,417     96.4%
ARIUM Metrowest   Orlando, FL     510           2001       100 %     1,412     96.7%
ARIUM Westside   Atlanta, GA     336           2008       90 %     1,503     93.5%
Ashford Belmar   Lakewood, CO     512           1988/1993     85 %     1,674     92.8%
Avenue 25   Phoenix, AZ     254           2013       100 %     1,252     96.9%
Carrington at Perimeter Park   Morrisville, NC     266           2007       100 %     1,263     95.9%
Chattahoochee Ridge   Atlanta, GA     358           1996       90 %     1,387     97.5%
Chevy Chase   Austin, TX     320           1971       92 %     964     98.1%
Cielo on Gilbert   Mesa, AZ     432           1985       90 %     1,087     97.2%
Citrus Tower   Orlando, FL     336           2006       97 %     1,364     95.5%
Denim   Scottsdale, AZ     645           1979       100 %     1,246     97.2%
Elan   Austin, TX     270           2007       100 %     1,134     95.6%
Element   Las Vegas, NV     200           1995       100 %     1,274     94.5%
Falls at Forsyth   Cumming, GA     356           2019       100 %     1,408     98.6%
Gulfshore Apartment Homes   Naples, FL     368           2016       100 %     1,287     95.4%
Navigator Villas   Pasco, WA     176           2013       90 %     1,143     99.4%
Outlook at Greystone   Birmingham, AL     300           2007       100 %     1,090     93.7%
Park & Kingston   Charlotte, NC     168           2015       100 %     1,303     97.0%
Pine Lakes Preserve   Port St. Lucie, FL     320           2003       100 %     1,380     97.8%
Plantation Park   Lake Jackson, TX     238           2016       80 %     1,232     94.5%
Providence Trail   Mount Juliet, TN     334           2007       100 %     1,264     95.5%
Roswell City Walk   Roswell, GA     320           2015       98 %     1,586     95.9%
Sands Parc   Daytona Beach, FL     264           2017       100 %     1,374     94.7%
The Brodie   Austin, TX     324           2001       100 %     1,313     95.1%
The District at Scottsdale   Scottsdale, AZ     332           2018       100 %     1,799     91.6%
The Links at Plum Creek   Castle Rock, CO     264           2000       88 %     1,466     95.5%
The Mills   Greenville, SC     304           2013       100 %     1,051     95.1%
The Preserve at Henderson Beach   Destin, FL     340           2009       100 %     1,498     97.9%
The Reserve at Palmer Ranch   Sarasota, FL     320           2016       100 %     1,376     96.6%
The Sanctuary   Las Vegas, NV     320           1988       100 %     1,132     95.3%
Veranda at Centerfield   Houston, TX     400           1999       93 %     1,021     95.5%
Villages of Cypress Creek   Houston, TX     384           2001       80 %     1,181     95.1%
Wesley Village   Charlotte, NC     301           2010       100 %     1,373     96.0%
                                         
Total/Average Consolidated Operating Properties         11,584                       $ 1,318 (5)    95.8%
                                             
Mezzanine/Preferred/Ground Lease Investments:                                          
Alexan CityCentre   Houston, TX     340                         $ 1,525      
Avondale Hills   Decatur, GA     240                           1,538 (4)     
Belmont Crossing   Smyrna, GA     192                           863      
Domain at The One Forty   Garland, TX     299                           1,290      
Encore Chandler   Chandler, AZ     208                           1,457 (4)     
Georgetown Crossing   Savannah, GA     168                           993      
Hunter’s Pointe   Pensacola, FL     204                           983      
Mira Vista   Austin, TX     200                           1,087      
Motif   Fort Lauderdale, FL     385                         2,352 (4)     
Park on the Square   Pensacola, FL     240                         1,140      
Reunion Apartments   Orlando, FL     280                           1,366 (4)     
Sierra Terrace   Atlanta, GA     135                           1,278      
Sierra Village   Atlanta, GA     154                           1,224      
The Commons   Jacksonville, FL     328                           902      
The Hartley at Blue Hill, formerly The Park at Chapel Hill   Chapel Hill, NC     414                         1,599 (4)     
The Riley   Richardson, TX     262                           1,430      
Thornton Flats   Austin, TX     104                           1,499      
Vickers Historic Roswell   Roswell, GA     79                           3,134      
Water’s Edge   Pensacola, FL     184                           1,141      
Wayford at Concord   Concord, NC     150                           1,707 (4)     
Zoey   Austin, TX     307                         1,762 (4)     
                                             
Total/Average Mezzanine/Preferred/Ground Lease Investments         4,873                         $ 1,432 (6)     
                                           
Total/Average Portfolio         16,457                         $ 1,351 (7)       

 

(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, 2021.  
(3)  Percent occupied is calculated as (i) the number of units occupied as of March 31, 2021, divided by (ii) total number of units, expressed as a percentage.
(4)  Represents the average pro forma effective monthly rent per occupied unit for all expected units upon stabilization.
(5)  The average effective monthly rent including sold properties was $1,315 for the three months ended March 31, 2021.
(6)  The average effective monthly rent including sold properties was $1,438 for the three months ended March 31, 2021.
(7)  The average effective monthly rent including sold properties was $1,352 for the three months ended March 31, 2021.

 

7

 

  

Consolidated Statement of Operations

For the Three Months Ended March 31, 2021 and 2020

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

 

    Three Months Ended  
    March 31,  
    2021     2020  
Revenues                
Rental and other property revenues   $ 51,081     $ 50,353  
Interest income from mezzanine loan and ground lease investments     4,721       5,888  
Total revenues     55,802       56,241  
                 
Expenses                
Property operating     19,932       19,299  
Property management fees     1,281       1,294  
General and administrative     6,645       6,371  
Acquisition and pursuit costs     11       1,269  
Weather-related losses, net     400        
Depreciation and amortization     20,322       20,921  
Total expenses     48,591       49,154  
Operating income     7,211       7,087  
                 
Other income (expense)                
Other income     152       40  
Preferred returns on unconsolidated real estate joint ventures     2,287       2,415  
Provision for credit losses     (542 )      
Gain on sale of real estate investments     68,913       253  
Loss on extinguishment of debt and debt modification costs     (3,040 )      
Interest expense, net     (13,835 )     (14,916 )
Total other income (expense)     53,935       (12,208 )
Net income (loss)     61,146       (5,121 )
Preferred stock dividends     (14,617 )     (13,547 )
Preferred stock accretion     (7,022 )     (3,925 )
Net income (loss) attributable to noncontrolling interests                
Operating Partnership units     10,160       (5,822 )
Partially owned properties     5,766       (278 )
Net income (loss) attributable to noncontrolling interests     15,926       (6,100 )
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
                 
Net income (loss) per common share - Basic   $ 1.00     $ (0.70 )
Net income (loss) per common share – Diluted   $ 1.00     $ (0.70 )
                 
Weighted average basic common shares outstanding     23,089,364       24,087,811  
Weighted average diluted common shares outstanding     23,288,089       24,087,811  

 

8

 

 

Consolidated Balance Sheets

First Quarter 2021

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

    March 31, 2021     December 31, 2020  
ASSETS                
Net Real Estate Investments                
Land   $ 268,731     $ 279,481  
Buildings and improvements     1,757,833       1,889,471  
Furniture, fixtures and equipment     76,790       78,438  
Total Gross Real Estate Investments     2,103,354       2,247,390  
Accumulated depreciation     (187,553 )     (186,426 )
Total Net Operating Real Estate Investments     1,915,801       2,060,964  
Operating real estate held for sale, net     32,518       36,213  
Total Net Real Estate Investments     1,948,319       2,097,177  
Cash and cash equivalents     148,070       83,868  
Restricted cash     32,618       35,093  
Notes and accrued interest receivable, net     169,712       157,734  
Due from affiliates     10,447       339  
Accounts receivable, prepaids and other assets, net     39,198       29,502  
Preferred equity investments and investments in unconsolidated real estate joint ventures, net     65,874       83,485  
In-place lease intangible assets, net     1,111       2,594  
Non-real estate assets associated with operating real estate held for sale     176       145  
Total Assets   $ 2,415,525     $ 2,489,937  
                 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY                
Mortgages payable   $ 1,434,318     $ 1,490,932  
Mortgages payable associated with operating real estate held for sale     26,433       38,773  
Revolving credit facilities           33,000  
Accounts payable     1,500       1,317  
Other accrued liabilities     29,023       31,025  
Due to affiliates     665       618  
Distributions payable     13,035       13,421  
Liabilities associated with operating real estate held for sale     624       383  
Total Liabilities     1,505,598       1,609,469  
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized; no shares and 2,201,547 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively           54,332  
6.000% Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 1,225,000 shares authorized; 440,934 and 513,489 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     402,243       469,907  
7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,295,845 shares issued and outstanding as of March 31, 2021 and December 31, 2020     56,533       56,462  
6.150% Series T Redeemable Preferred Stock, liquidation preference $25.00 per share, 32,000,000 shares authorized; 13,622,291 and 9,717,917 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     308,362       219,967  
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; 2,774,338 shares issued and outstanding as of March 31, 2021 and December 31, 2020     66,867       66,867  
Common stock - Class A, $0.01 par value, 747,509,582 shares authorized; 25,110,432 and 22,020,950 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     251       220  
Common stock - Class C, $0.01 par value, 76,603 shares authorized; 76,603 shares issued and outstanding as of March 31, 2021 and December 31, 2020     1       1  
Additional paid-in-capital     332,926       304,710  
Distributions in excess of cumulative earnings     (293,766 )     (313,392 )
Total Stockholders’ Equity     106,279       58,406  
Noncontrolling Interests                
Operating Partnership units     14,427       (3,272 )
    Partially owned properties     22,083       24,666  
Total Noncontrolling Interests     36,510       21,394  
Total Equity     142,789       79,800  
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY   $ 2,415,525     $ 2,489,937  

 

9

 

 

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 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 (loss), 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 certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, 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, stock compensation expense and preferred stock accretion. 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.

 

10

 

 

We have acquired four operating properties, made six property investments through preferred equity or mezzanine loan investments, sold seven operating properties and received our full mezzanine loan or preferred equity in four investments subsequent to March 31, 2020. 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 income (loss), the most directly comparable GAAP financial measure, for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts):

 

    Three Months Ended  
    March 31,  
    2021     2020  
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
Add back: Net income (loss) attributable to Operating Partnership Units     10,160       (5,822 )
Net income (loss) attributable to common stockholders and unit holders     33,741       (22,315 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Real estate depreciation and amortization     19,405       19,900  
Provision for credit losses     542        
Gain on sale of real estate investments     (62,427 )     (110 )
FFO Attributable to Common Stockholders and Unit Holders     (8,739 )     (2,525 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Acquisition and pursuit costs     11       1,269  
Non-cash interest expense     604       845  
Unrealized gain on derivatives     (30 )     (26 )
Loss on extinguishment of debt and debt modification costs     2,564        
Weather-related losses, net     360        
Non-real estate depreciation and amortization     122       120  
Other expense (income), net     98       (40 )
Non-cash equity compensation     3,311       3,547  
Preferred stock accretion     7,022       3,925  
CFFO Attributable to Common Stockholders and Unit Holders   $ 5,323     $ 7,115  
                 
Per Share and Unit Information:                
FFO Attributable to Common Stockholders and Unit Holders - diluted   $ (0.26 )   $ (0.08 )
CFFO Attributable to Common Stockholders and Unit Holders - diluted   $ 0.16     $ 0.22  
                 
Weighted average common shares and units outstanding - diluted     33,319,020       32,668,294  

 

11

 

 

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 income (loss) attributable to common stockholders to EBITDAre and Adjusted EBITDAre (unaudited and dollars in thousands).

 

    Three Months Ended  
    March 31,  
    2021     2020  
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
Net income (loss) attributable to noncontrolling interests     15,926       (6,100 )
Preferred stock dividends     14,617       13,547  
Preferred stock accretion     7,022       3,925  
Interest expense, net     13,835       14,916  
Real estate depreciation and amortization     20,275       20,876  
Provision for credit losses     542        
Gain on sale of real estate investments     (68,913 )     (253 )
Loss on extinguishment of debt and debt modification costs     3,040        
EBITDAre   $ 29,925     $ 30,418  
Acquisition and pursuit costs     11       1,269  
Non-real estate depreciation and amortization     122       120  
Weather-related losses, net     400        
Non-cash equity compensation     3,311       3,547  
Other expense (income), net     98       (40 )
Adjusted EBITDAre   $ 33,867     $ 35,314  

 

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.

 

12

 

 

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 income (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,  
      2021   2020  
Net income (loss) attributable to common stockholders   $ 23,581   $ (16,493 )
Add back: Net income (loss) attributable to Operating Partnership Units     10,160     (5,822 )
Net income (loss) attributable to common stockholders and unit holders     33,741     (22,315 )
Add common stockholders and Operating Partnership Units pro-rata share of:              
Real estate depreciation and amortization     19,405     19,900  
Non-real estate depreciation and amortization     122     120  
Non-cash interest expense     604     845  
Unrealized gain on derivatives     (30 )   (26 )
Loss on extinguishment of debt and debt modification costs     2,564      
Provision for credit losses     542      
Property management fees     1,223     1,232  
Acquisition and pursuit costs     11     1,269  
Corporate operating expenses     6,570     6,296  
Weather-related losses, net     360      
Preferred dividends     14,617     13,547  
Preferred stock accretion     7,022     3,925  
Less common stockholders and Operating Partnership Units pro-rata share of:              
Other income, net     51     40  
Preferred returns on unconsolidated real estate joint ventures     2,287     2,574  
Interest income from mezzanine loan and ground lease investments     4,721     5,888  
Gain on sale of real estate investments     62,427     110  
Pro-rata share of properties’ income     17,265     16,181  
Add:              
Noncontrolling interest pro-rata share of partially owned property income     637     803  
Total property income     17,902     16,984  
Add:              
Interest expense     13,247     14,070  
Net operating income     31,149     31,054  
Less:              
Non-same store net operating income     7,188     7,235  
Same store net operating income (1)   $ 23,961   $ 23,819  

 

(1)  Same store portfolio for the three months ended March 31, 2021 consists of 26 properties, which represent 9,116 units.

 

13

 

 

Contact

Investors:

(888) 558.1031
investor.relations@bluerockre.com

 

Media:

Josh Hoffman

(208) 475.2380

jhoffman@bluerockre.com

#

 

14

 

Exhibit 99.2

1

 

Bluerock Residential Growth REIT, Inc.

First Quarter 2021

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 Investments 21
   
Recent Dispositions 22
   
Preferred Equity Investments, Notes and Accrued Interest Receivable, and Ground Lease 23
   
Portfolio Information 24
   
Renovation Table 25
   
Lease-up and Development Mezzanine/Preferred/Ground Lease Investments 26
   
Condensed Consolidated Balance Sheets 27
   
Consolidated Statements of Operations 28
   
Reconciliation of Funds from Operations (FFO) and Core Funds from Operations (CFFO) 29
   
Mortgages Payable Summary Information 30
   
2021 Projected Guidance Information 32
   
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 23, 2021, 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 2021 Results

 

- Portfolio Lease Rate Growth of 3.5% -

- April Portfolio Lease Rate Growth of 7.7% -

- Same Store Average Occupancy Increased 1.2% -

- Repurchased 3.6 Million Common Shares -

 

New York, NY (May 10, 2021) – 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, 2021.

 

“We are encouraged by the substantial sequential reacceleration of rent growth and year over year improvement in same store occupancy which reflect a high-quality affordable Class A portfolio of highly amenitized live/work/play apartment communities,” said Ramin Kamfar, Company Chairman and CEO. “Our strategy of maintaining occupancy over the past year, along with the favorable positioning of our portfolio, is allowing us to achieve industry-leading lease rate growth.”

 

First Quarter Highlights

 

Financial Results

 

- Net income attributable to common stockholders for the first quarter of 2021 was $23.6 million or $1.00 per diluted share, as compared to net loss attributable to common stockholders of ($16.5) million or ($0.70) per diluted share in the prior year period.

 

- Core funds from operations attributable to common stockholders and unit holders (“CFFO”) was $5.3 million, or $0.16 per diluted share, compared to $7.1 million, or $0.22 per diluted share, in the prior year period, as this year’s results were partially impacted by additional capital on the balance sheet.

 

Portfolio Performance

 

- Collected 97% of rents from multifamily properties for the three months ended March 31, 2021.

 

- Total rental and other property revenues grew 1.4% to $51.1 million for the quarter from $50.4 million in the prior year period.

 

- Blended lease rate growth of 3.5%, up 300 basis points on a sequential quarter-over-quarter basis.

 

- March 2021 average lease growth finished at 5.8%, with renewals at 5.5% and new leases at 6.1%. Average lease growth accelerated to 7.7% growth in April.

 

- Portfolio occupancy was 95.8% at March 31, 2021, up 150 basis points from the prior year.

 

- Property Net Operating Income (“NOI”) was $31.1 million, consistent with $31.1 million in the prior year period.

 

- Property operating margins were 61.0% compared to 61.7% in the prior year period.

 

3

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

  

- Same store average occupancy expanded 120 basis points and same store average rent increased 1.0%, as compared to the prior year period.

 

- Same store revenue grew 2.0% and same store NOI increased 0.6%, as compared to the prior year period.

 

Portfolio Activity

 

- Consolidated real estate investments, at cost, were approximately $2.1 billion.

 

- Sold three operating assets and two development properties for aggregate gross sales prices of $303 million with net proceeds of $102 million. The assets were sold at in-place cap rates of 4.0% adjusting for the buyer’s year one taxes and $300 per unit replacement reserves.

 

- Invested $7 million in preferred equity in a new stabilized property and completed funding for eight existing preferred equity, mezzanine loan, and ground lease investments for $21 million.

 

- Completed 72 value-add unit upgrades during the quarter achieving an average 24.3% ROI.

 

Balance Sheet and Market Activity

 

- Had $260.5 million of unrestricted cash and availability under revolving credit facilities as of March 31, 2021.

 

- Paid quarterly dividend of $0.1625 in cash per share of common stock.

 

- Raised $98 million through its continuous registered Series T Preferred Stock offering in the quarter.

 

- Completed redemptions of its remaining 8.25% Series A Cumulative Redeemable Preferred Stock totaling $56 million, including accrued and unpaid dividends.

 

- Redeemed 72,535 shares of Series B Preferred Stock through the issuance of 6,518,267 shares of Class A common stock.

 

- Repurchased 3,557,562 shares of Class A common stock during the quarter at an average price of $11.45 per share.

 

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.

 

First Quarter 2021 Financial Results

 

Net income attributable to common stockholders for the first quarter of 2021 was $23.6 million, compared to net loss attributable to common stockholders of ($16.5) million in the prior year period. Net income in 2021 was positively impacted by three asset sales generating $69 million in gain on sale of real estate investments. Net income (loss) attributable to common stockholders included non-cash expenses of $21.6 million or $0.93 per share in the first quarter of 2021 compared to $20.9 million or $0.88 per share for the prior year period.

 

CFFO for the first quarter of 2021 was $5.3 million, or $0.16 per diluted share, compared to $7.1 million, or $0.22 per diluted share, in the prior year period. CFFO was positively impacted by an increase in property NOI of $0.1 million and a decrease in interest expense of $0.8 million. This was primarily offset by a year-over-year reduction of $1.2 million in interest income from mezzanine loan and ground lease investments, $0.1 million in preferred returns, a $0.5 million increase in general and administrative expenses and preferred stock dividends of $1.1 million.

 

4

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Total Portfolio Performance

 

$ In thousands, except average rental rates   1Q21   1Q20   Variance    
Total Revenues (1)   $ 55,802     $ 56,241       (0.8 )%  
Property Operating Expenses   $ 19,932     $ 19,299       3.3 %  
NOI   $ 31,149     $ 31,054       0.3 %  
Operating Margin     61.0 %     61.7 %     (70 )bps  
Average Occupancy Percentage     95.2 %     94.2 %     100 bps  
Average Rental Rate   $ 1,315     $ 1,331       (1.2 )%  

 

(1) Including interest income from mezzanine loan and ground lease investments.

 

For the first quarter of 2021, property revenues increased by 1.4% compared to the same prior year period. Total portfolio NOI was $31.1 million, an increase of $0.1 million, or 0.3%, compared to the same period in the prior year. Property NOI margins were 61.0% of revenue for the quarter, compared to 61.7% in the prior year quarter.

 

Same Store Portfolio Performance

 

$ In thousands, except average rental rates   1Q21   1Q20   Variance    
Revenues   $ 38,798     $ 38,028       2.0 %  
Property Operating Expenses   $ 14,837     $ 14,209       4.4 %  
NOI   $ 23,961     $ 23,819       0.6 %  
Operating Margin     61.8 %     62.6 %     (80 )bps  
Average Occupancy Percentage     95.4 %     94.2 %     120 bps  
Average Rental Rate   $ 1,332     $ 1,319       1.0 %  

 

The Company’s same store portfolio for the quarter ended March 31, 2021 included 26 properties. For the first quarter of 2021, same store NOI was $24.0 million, an increase of $0.1 million, or 0.6%, compared to the 2020 period. Same store property revenues grew by 2.0% compared to the 2020 period, primarily driven by a 120-basis point increase in occupancy and 1.0% increase in average rental rates; of the Company’s 26 same store properties, 21 recognized occupancy increases and 18 recognized rental rate increases during the period. This was offset by $0.3 million increase in bad debt expense due to the impact of COVID-19.

 

Same store expenses increased 4.4%, or $0.6 million, primarily due to non-controllable real estate tax and insurance expense increases of $0.42 million due to municipality tax increases and industrywide multifamily insurance price increases with the remaining $0.18 million due to administrative and repairs and maintenance expense increases.

 

Renovation Activity

 

The Company completed 72 value-add unit upgrades during the first quarter of 2021 achieving an average 24.3% ROI. Since inception, the Company has completed 3,027 value-add unit upgrades at an average cost of $5,953 per unit and achieved an average monthly rental rate increase of $117 per unit, equating to an average 23.6% ROI on all unit upgrades leased as of March 31, 2021. The Company has identified approximately 4,349 remaining units within the existing portfolio for value-add upgrades with similar projected economics to the completed renovations.

 

5

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Portfolio Activity

 

The following activities were completed during the first quarter:

 

- Made a preferred equity investment of $7 million in a stabilized asset with 262-units called The Riley, located in Richardson, Texas.

 

- Funded $21 million under existing preferred equity, mezzanine loan, and ground lease commitments in eight investments.

 

- On January 28, 2021, the Company sold ARIUM Grandewood for a gross sales price of $65 million and net proceeds to the Company of $25 million.

 

- On February 24, 2021, the Company sold James at South First for a gross sales price of $50 million and net proceeds to the Company of $18 million.

 

- On March 1, 2021, the Company sold Marquis at the Cascades for a gross sales price of $91 million and net proceeds to the Company of $33 million.

 

- On March 18, 2021, the Company’s preferred equity investment in The Conley was redeemed for $17 million.

 

- On March 25, 2021, Alexan Southside Place was sold and the Company’s preferred equity investment was redeemed for $9.8 million in April 2021, with an additional $0.3 million expected to be received before year end.

 

The Company completed the following activity subsequent to March 31, 2021:

 

- On April 12, 2021, the Company made a $10.7 million preferred equity investment in the operating partnership of Peak Housing, a private REIT invested in a portfolio of 474 single-family homes located throughout Texas.

 

- On April 14, 2021, the Company acquired a 95% interest in an 80-unit apartment community located in Olympia, Washington, known as Yauger Park. The total purchase price was $24.5 million, funded in part through the assumption of $15.1 million in mortgage loans secured by the property.

 

- On April 26, 2021, the Company sold Plantation Park for a gross sales price of $32 million and net proceeds to the Company of $2.7 million.

 

Balance Sheet

 

As of March 31, 2021, the Company had $260.5 million of unrestricted cash and availability under its revolving credit facilities, and $1.5 billion of indebtedness outstanding.

 

During the first quarter, the Company raised gross proceeds of approximately $98.0 million through the issuance of 3.9 million shares of Series T Preferred Stock at $25.00 per share.

 

The Company repurchased 3,557,562 shares of Class A Common Stock during the first quarter at an average price of $11.45 per share and increased its repurchase program up to an aggregate $150 million.

 

6

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

On February 26, 2021, the Company redeemed the remaining 2,201,547 shares of its 8.25% Series A Cumulative Redeemable Preferred Stock.  The total cost to redeem the shares was $55.7 million, including accrued and unpaid dividends.

 

The Company redeemed 72,535 shares of Series B Preferred Stock through the issuance of 6,518,267 shares of Class A common stock.

 

Dividend

 

On March 12, 2021, the Board of Directors authorized, and the Company declared, a quarterly cash dividend for the first quarter of 2021 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, 2021, which was paid on April 5, 2021. A portion of each dividend may constitute a return of capital for tax purposes.

 

On March 12, 2021, 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 2021, 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 2021, in the amount of $0.4453125 per share.  The dividends were payable to the stockholders of record as of March 25, 2021 and were paid on April 5, 2021.

 

On January 13, 2021, 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 January 25, 2021, February 25, 2021, and March 25, 2021, which were paid in cash on February 5, 2021, March 5, 2021 and April 5, 2021, respectively.

 

On January 13, 2021, 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 January 25, 2021, February 25, 2021, and March 25, 2021, and were paid in cash on February 5, 2021, March 5, 2021 and April 5, 2021, respectively.

 

On April 12, 2021, 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 23, 2021, which was paid in cash on May 5, 2021, and as of May 25, 2021, and June 25, 2021, which will be paid in cash on June 4, 2021 and July 2, 2021, respectively.

 

On April 12, 2021, 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 April 23, 2021, which was paid in cash on May 5, 2021, and as of May 25, 2021, and June 25, 2021, which will be paid in cash on June 4, 2021 and July 2, 2021, respectively.

 

2021 Guidance

 

The Company is reaffirming its prior 2021 CFFO guidance. Based on the Company’s current outlook and market conditions, the Company anticipates 2021 CFFO in the range of $0.65 to $0.70 per share. The Company anticipates that earnings growth will be more heavily weighted towards the second half of 2021 as it realizes the upside opportunity from deploying the proceeds from opportunistic dispositions in late 2020 and early 2021, plus the implementation of institutional property management, lease-ups, and value-add renovations at its recent acquisitions. For additional guidance details underlying earnings guidance, please see page 32 of Company’s First Quarter 2021 Earnings Supplement available under the Investors section on the Company’s website (www.bluerockresidential.com).

 

7

  

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Conference Call

 

All interested parties can listen to the live conference call at 11:00 AM ET on Monday, May 10, 2021 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 10, 2021 at  https://services.choruscall.com/mediaframe/webcast.html?webcastid=VDVxOVOq, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10155057.

 

The full text of this Earnings Release and additional Supplemental Information is available in the Investors 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 primarily affordable Class A 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 23, 2021, 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.

8

 

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, 2021:

 

Multifamily Community Name   Location   Number of Units         Year Built/ Renovated (1)     Ownership Interest     Average Rent (2)     % Occupied (3)
Consolidated Operating Properties:                                        
ARIUM Glenridge     Atlanta, GA     480           1990       90 %   $ 1,293     94.6%
ARIUM Hunter’s Creek   Orlando, FL     532           1999       100 %     1,417     96.4%
ARIUM Metrowest   Orlando, FL     510           2001       100 %     1,412     96.7%
ARIUM Westside   Atlanta, GA     336           2008       90 %     1,503     93.5%
Ashford Belmar   Lakewood, CO     512           1988/1993     85 %     1,674     92.8%
Avenue 25   Phoenix, AZ     254           2013       100 %     1,252     96.9%
Carrington at Perimeter Park   Morrisville, NC     266           2007       100 %     1,263     95.9%
Chattahoochee Ridge   Atlanta, GA     358           1996       90 %     1,387     97.5%
Chevy Chase   Austin, TX     320           1971       92 %     964     98.1%
Cielo on Gilbert   Mesa, AZ     432           1985       90 %     1,087     97.2%
Citrus Tower   Orlando, FL     336           2006       97 %     1,364     95.5%
Denim   Scottsdale, AZ     645           1979       100 %     1,246     97.2%
Elan   Austin, TX     270           2007       100 %     1,134     95.6%
Element   Las Vegas, NV     200           1995       100 %     1,274     94.5%
Falls at Forsyth   Cumming, GA     356           2019       100 %     1,408     98.6%
Gulfshore Apartment Homes   Naples, FL     368           2016       100 %     1,287     95.4%
Navigator Villas   Pasco, WA     176           2013       90 %     1,143     99.4%
Outlook at Greystone   Birmingham, AL     300           2007       100 %     1,090     93.7%
Park & Kingston   Charlotte, NC     168           2015       100 %     1,303     97.0%
Pine Lakes Preserve   Port St. Lucie, FL     320           2003       100 %     1,380     97.8%
Plantation Park   Lake Jackson, TX     238           2016       80 %     1,232     94.5%
Providence Trail   Mount Juliet, TN     334           2007       100 %     1,264     95.5%
Roswell City Walk   Roswell, GA     320           2015       98 %     1,586     95.9%
Sands Parc   Daytona Beach, FL     264           2017       100 %     1,374     94.7%
The Brodie   Austin, TX     324           2001       100 %     1,313     95.1%
The District at Scottsdale   Scottsdale, AZ     332           2018       100 %     1,799     91.6%
The Links at Plum Creek   Castle Rock, CO     264           2000       88 %     1,466     95.5%
The Mills   Greenville, SC     304           2013       100 %     1,051     95.1%
The Preserve at Henderson Beach   Destin, FL     340           2009       100 %     1,498     97.9%
The Reserve at Palmer Ranch   Sarasota, FL     320           2016       100 %     1,376     96.6%
The Sanctuary   Las Vegas, NV     320           1988       100 %     1,132     95.3%
Veranda at Centerfield   Houston, TX     400           1999       93 %     1,021     95.5%
Villages of Cypress Creek   Houston, TX     384           2001       80 %     1,181     95.1%
Wesley Village   Charlotte, NC     301           2010       100 %     1,373     96.0%
                                         
Total/Average Consolidated Operating Properties         11,584                       $ 1,318 (5)    95.8%
                                             
Mezzanine/Preferred/Ground Lease Investments:                                          
Alexan CityCentre   Houston, TX     340                         $ 1,525      
Avondale Hills   Decatur, GA     240                           1,538 (4)     
Belmont Crossing   Smyrna, GA     192                           863      
Domain at The One Forty   Garland, TX     299                           1,290      
Encore Chandler   Chandler, AZ     208                           1,457 (4)     
Georgetown Crossing   Savannah, GA     168                           993      
Hunter’s Pointe   Pensacola, FL     204                           983      
Mira Vista   Austin, TX     200                           1,087      
Motif   Fort Lauderdale, FL     385                         2,352 (4)     
Park on the Square   Pensacola, FL     240                         1,140      
Reunion Apartments   Orlando, FL     280                           1,366 (4)     
Sierra Terrace   Atlanta, GA     135                           1,278      
Sierra Village   Atlanta, GA     154                           1,224      
The Commons   Jacksonville, FL     328                           902      
The Hartley at Blue Hill, formerly The Park at Chapel Hill   Chapel Hill, NC     414                         1,599 (4)     
The Riley   Richardson, TX     262                           1,430      
Thornton Flats   Austin, TX     104                           1,499      
Vickers Historic Roswell   Roswell, GA     79                           3,134      
Water’s Edge   Pensacola, FL     184                           1,141      
Wayford at Concord   Concord, NC     150                           1,707 (4)     
Zoey   Austin, TX     307                         1,762 (4)     
                                             
Total/Average Mezzanine/Preferred/Ground Lease Investments         4,873                         $ 1,432 (6)     
                                           
Total/Average Portfolio         16,457                         $ 1,351 (7)       

 

(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, 2021.  
(3)  Percent occupied is calculated as (i) the number of units occupied as of March 31, 2021, divided by (ii) total number of units, expressed as a percentage.
(4)  Represents the average pro forma effective monthly rent per occupied unit for all expected units upon stabilization.
(5)  The average effective monthly rent including sold properties was $1,315 for the three months ended March 31, 2021.
(6)  The average effective monthly rent including sold properties was $1,438 for the three months ended March 31, 2021.
(7)  The average effective monthly rent including sold properties was $1,352 for the three months ended March 31, 2021.

 

9

  

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

  

Consolidated Statement of Operations

For the Three Months Ended March 31, 2021 and 2020

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

 

    Three Months Ended  
    March 31,  
    2021     2020  
Revenues                
Rental and other property revenues   $ 51,081     $ 50,353  
Interest income from mezzanine loan and ground lease investments     4,721       5,888  
Total revenues     55,802       56,241  
                 
Expenses                
Property operating     19,932       19,299  
Property management fees     1,281       1,294  
General and administrative     6,645       6,371  
Acquisition and pursuit costs     11       1,269  
Weather-related losses, net     400        
Depreciation and amortization     20,322       20,921  
Total expenses     48,591       49,154  
Operating income     7,211       7,087  
                 
Other income (expense)                
Other income     152       40  
Preferred returns on unconsolidated real estate joint ventures     2,287       2,415  
Provision for credit losses     (542 )      
Gain on sale of real estate investments     68,913       253  
Loss on extinguishment of debt and debt modification costs     (3,040 )      
Interest expense, net     (13,835 )     (14,916 )
Total other income (expense)     53,935       (12,208 )
Net income (loss)     61,146       (5,121 )
Preferred stock dividends     (14,617 )     (13,547 )
Preferred stock accretion     (7,022 )     (3,925 )
Net income (loss) attributable to noncontrolling interests                
Operating Partnership units     10,160       (5,822 )
Partially owned properties     5,766       (278 )
Net income (loss) attributable to noncontrolling interests     15,926       (6,100 )
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
                 
Net income (loss) per common share - Basic   $ 1.00     $ (0.70 )
Net income (loss) per common share – Diluted   $ 1.00     $ (0.70 )
                 
Weighted average basic common shares outstanding     23,089,364       24,087,811  
Weighted average diluted common shares outstanding     23,288,089       24,087,811  

 

10

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

Consolidated Balance Sheets

First Quarter 2021

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

    March 31, 2021     December 31, 2020  
ASSETS                
Net Real Estate Investments                
Land   $ 268,731     $ 279,481  
Buildings and improvements     1,757,833       1,889,471  
Furniture, fixtures and equipment     76,790       78,438  
Total Gross Real Estate Investments     2,103,354       2,247,390  
Accumulated depreciation     (187,553 )     (186,426 )
Total Net Operating Real Estate Investments     1,915,801       2,060,964  
Operating real estate held for sale, net     32,518       36,213  
Total Net Real Estate Investments     1,948,319       2,097,177  
Cash and cash equivalents     148,070       83,868  
Restricted cash     32,618       35,093  
Notes and accrued interest receivable, net     169,712       157,734  
Due from affiliates     10,447       339  
Accounts receivable, prepaids and other assets, net     39,198       29,502  
Preferred equity investments and investments in unconsolidated real estate joint ventures, net     65,874       83,485  
In-place lease intangible assets, net     1,111       2,594  
Non-real estate assets associated with operating real estate held for sale     176       145  
Total Assets   $ 2,415,525     $ 2,489,937  
                 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY                
Mortgages payable   $ 1,434,318     $ 1,490,932  
Mortgages payable associated with operating real estate held for sale     26,433       38,773  
Revolving credit facilities           33,000  
Accounts payable     1,500       1,317  
Other accrued liabilities     29,023       31,025  
Due to affiliates     665       618  
Distributions payable     13,035       13,421  
Liabilities associated with operating real estate held for sale     624       383  
Total Liabilities     1,505,598       1,609,469  
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized; no shares and 2,201,547 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively           54,332  
6.000% Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 1,225,000 shares authorized; 440,934 and 513,489 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     402,243       469,907  
7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,295,845 shares issued and outstanding as of March 31, 2021 and December 31, 2020     56,533       56,462  
6.150% Series T Redeemable Preferred Stock, liquidation preference $25.00 per share, 32,000,000 shares authorized; 13,622,291 and 9,717,917 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     308,362       219,967  
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; 2,774,338 shares issued and outstanding as of March 31, 2021 and December 31, 2020     66,867       66,867  
Common stock - Class A, $0.01 par value, 747,509,582 shares authorized; 25,110,432 and 22,020,950 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     251       220  
Common stock - Class C, $0.01 par value, 76,603 shares authorized; 76,603 shares issued and outstanding as of March 31, 2021 and December 31, 2020     1       1  
Additional paid-in-capital     332,926       304,710  
Distributions in excess of cumulative earnings     (293,766 )     (313,392 )
Total Stockholders’ Equity     106,279       58,406  
Noncontrolling Interests                
Operating Partnership units     14,427       (3,272 )
    Partially owned properties     22,083       24,666  
Total Noncontrolling Interests     36,510       21,394  
Total Equity     142,789       79,800  
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY   $ 2,415,525     $ 2,489,937  

 

11

 

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 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 (loss), 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 certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, 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, stock compensation expense and preferred stock accretion. 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.

 

12

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

We have acquired four operating properties, made six property investments through preferred equity or mezzanine loan investments, sold seven operating properties and received our full mezzanine loan or preferred equity in four investments subsequent to March 31, 2020. 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 income (loss), the most directly comparable GAAP financial measure, for the three months ended March 31, 2021 and 2020 (in thousands, except per share amounts):

 

    Three Months Ended  
    March 31,  
    2021     2020  
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
Add back: Net income (loss) attributable to Operating Partnership Units     10,160       (5,822 )
Net income (loss) attributable to common stockholders and unit holders     33,741       (22,315 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Real estate depreciation and amortization     19,405       19,900  
Provision for credit losses     542        
Gain on sale of real estate investments     (62,427 )     (110 )
FFO Attributable to Common Stockholders and Unit Holders     (8,739 )     (2,525 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Acquisition and pursuit costs     11       1,269  
Non-cash interest expense     604       845  
Unrealized gain on derivatives     (30 )     (26 )
Loss on extinguishment of debt and debt modification costs     2,564        
Weather-related losses, net     360        
Non-real estate depreciation and amortization     122       120  
Other expense (income), net     98       (40 )
Non-cash equity compensation     3,311       3,547  
Preferred stock accretion     7,022       3,925  
CFFO Attributable to Common Stockholders and Unit Holders   $ 5,323     $ 7,115  
                 
Per Share and Unit Information:                
FFO Attributable to Common Stockholders and Unit Holders - diluted   $ (0.26 )   $ (0.08 )
CFFO Attributable to Common Stockholders and Unit Holders - diluted   $ 0.16     $ 0.22  
                 
Weighted average common shares and units outstanding - diluted     33,319,020       32,668,294  

 

13

 

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 income (loss) attributable to common stockholders to EBITDAre and Adjusted EBITDAre (unaudited and dollars in thousands).

 

    Three Months Ended  
    March 31,  
    2021     2020  
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
Net income (loss) attributable to noncontrolling interests     15,926       (6,100 )
Preferred stock dividends     14,617       13,547  
Preferred stock accretion     7,022       3,925  
Interest expense, net     13,835       14,916  
Real estate depreciation and amortization     20,275       20,876  
Provision for credit losses     542        
Gain on sale of real estate investments     (68,913 )     (253 )
Loss on extinguishment of debt and debt modification costs     3,040        
EBITDAre   $ 29,925     $ 30,418  
Acquisition and pursuit costs     11       1,269  
Non-real estate depreciation and amortization     122       120  
Weather-related losses, net     400        
Non-cash equity compensation     3,311       3,547  
Other expense (income), net     98       (40 )
Adjusted EBITDAre   $ 33,867     $ 35,314  

 

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.

 

14

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

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 income (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,  
      2021   2020  
Net income (loss) attributable to common stockholders   $ 23,581   $ (16,493 )
Add back: Net income (loss) attributable to Operating Partnership Units     10,160     (5,822 )
Net income (loss) attributable to common stockholders and unit holders     33,741     (22,315 )
Add common stockholders and Operating Partnership Units pro-rata share of:              
Real estate depreciation and amortization     19,405     19,900  
Non-real estate depreciation and amortization     122     120  
Non-cash interest expense     604     845  
Unrealized gain on derivatives     (30 )   (26 )
Loss on extinguishment of debt and debt modification costs     2,564      
Provision for credit losses     542      
Property management fees     1,223     1,232  
Acquisition and pursuit costs     11     1,269  
Corporate operating expenses     6,570     6,296  
Weather-related losses, net     360      
Preferred dividends     14,617     13,547  
Preferred stock accretion     7,022     3,925  
Less common stockholders and Operating Partnership Units pro-rata share of:              
Other income, net     51     40  
Preferred returns on unconsolidated real estate joint ventures     2,287     2,574  
Interest income from mezzanine loan and ground lease investments     4,721     5,888  
Gain on sale of real estate investments     62,427     110  
Pro-rata share of properties’ income     17,265     16,181  
Add:              
Noncontrolling interest pro-rata share of partially owned property income     637     803  
Total property income     17,902     16,984  
Add:              
Interest expense     13,247     14,070  
Net operating income     31,149     31,054  
Less:              
Non-same store net operating income     7,188     7,235  
Same store net operating income (1)   $ 23,961   $ 23,819  

 

(1)  Same store portfolio for the three months ended March 31, 2021 consists of 26 properties, which represent 9,116 units.

 

15

 

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings Release

 

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, 2021

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

 

    Three Months Ended        
    March 31,        
OPERATING INFORMATION   2021     2020     % Change  
Total revenue   $ 55,802     $ 56,241       (0.8 )%
                         
Total assets   $ 2,415,525     $ 2,484,617       (2.8 )%
                         
Property NOI (1)   $ 31,149     $ 31,054       0.3 %
                         
Property NOI margins     61.0 %     61.7 %     (1.1 )%
                         
Net income (loss) per common share - diluted   $ 1.00     $ (0.70 )     -  
                         
CFFO attributable to common stockholders and unit holders per share (2)   $ 0.16     $ 0.22       (27.3 )%

 

(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 2021

(Unaudited)

 

Weighted Average Common Stock and Units Outstanding for the quarter ended March 31, 2021        
Class A Common Stock     23,012,761  
Class C Common Stock     76,603  
Weighted Average Common Stock Outstanding, Diluted     23,089,364  
Warrants (1)     97,416  
Restricted Stock Grants (2)     101,309  
Weighted Average Common Stock Outstanding, Diluted     23,288,089  
OP Units     6,310,232  
LTIP Units     3,720,699  
Weighted Average Common Stock and Total Units Outstanding, Diluted     33,319,020  
         
Outstanding Common Stock and Units at March 31, 2021     36,510,581  
         
Outstanding 6.000% Series B Redeemable Preferred Stock at March 31, 2021     440,934  
         
Outstanding 7.625% Series C Cumulative Redeemable Preferred Stock at March 31, 2021     2,295,845  
         
Outstanding 7.125% Series D Cumulative Preferred Stock at March 31, 2021     2,774,338  
         
Outstanding 6.150% Series T Redeemable Preferred Stock at March 31, 2021     13,622,291  

 

(1) Potential dilution from warrants outstanding from issuances in connection with Series B Preferred Stock offering.
(2) Potential dilution from restricted common stock granted to employees.

 

The following table reflects the impact of various LTIP Unit issuances, share repurchases, and other share/unit changes subsequent to December 31, 2020:

 

Share Type   Shares and
units
outstanding
December 31,
2020
    Class A
common share
repurchase
    Class A
common
from Series B
Company
redemptions
    Class A
common from
Series B and
Series T holder
redemptions
    LTIP
Issuances
    Other     Shares and
units
outstanding
March 31,
2021
    Ownership
%
 
Class A Common Stock     22,020,950       (3,557,562 )     6,401,792       172,632       -       72,620       25,110,432       68.78 %
Class C Common Stock     76,603       -       -       -       -       -       76,603       0.21 %
Total share equivalents     22,097,553       (3,557,562 )     6,401,792       172,632       -       72,620       25,187,035       68.99 %
OP Units     6,310,856       -       -       -       -       (730 )     6,310,126       17.28 %
LTIP Units     4,046,609       -       -       -       1,028,104       (61,293 )     5,013,420       13.73 %
Total noncontrolling interest     10,357,465       -       -       -       1,028,104       (62,023 )     11,323,546       31.01 %
Total shares, OP and LTIP Units     32,455,018       (3,557,562 )     6,401,792       172,632       1,028,104       10,597       36,510,581       100.00 %

 

18

 

Bluerock Residential Growth REIT, Inc.

EBITDAre and Interest Information

First Quarter 2021

(Unaudited and dollars in thousands)

 

    Three Months Ended  
    March 31,  
    2021  
Q1 EBITDAre Calculation        
Net income attributable to common stockholders   $ 23,581  
Net income attributable to noncontrolling interests     15,926  
Preferred stock dividends     14,617  
Preferred stock accretion     7,022  
Interest expense, net     13,835  
Real estate depreciation and amortization     20,275  
Provision for credit losses     542  
Gain on sale of real estate investments     (68,913 )
Loss on extinguishment of debt and debt modification costs     3,040  
EBITDAre (1)   $ 29,925  
Acquisition and pursuit costs     11  
Non-real estate depreciation and amortization     122  
Weather-related losses, net     400  
Non-cash equity compensation     3,311  
Other expense, net     98  
Adjusted EBITDAre   $ 33,867  
         
Modified Q1 EBITDAre Calculation (2)        
Adjusted EBITDAre   $ 33,867  
Adjustment     (1,480 )
Modified Q1 EBITDAre   $ 32,387  
Modified Q1 EBITDAre annualized   $ 129,548  
         
Modified Q1 Interest Calculation (2)(3)        
Interest expense   $ 13,247  
Adjustment     (435 )
Modified Q1 interest expense   $ 12,812  
Modified Q1 interest expense annualized   $ 51,248  

 

(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, 2021: (i) sales of Alexan Southside Place, ARIUM Grandewood, James on South First, Marquis at The Cascades, and The Conley, (ii) preferred investment in The Riley, and (iii) additional investments at Alexan CityCentre, Avondale Hills, Domain at The One Forty, Motif, Reunion Apartments, Vickers Historic Roswell, and Zoey.  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 2021

(Unaudited and dollars in thousands)

  

    Three Months Ended
    March 31,
    2021
Interest Coverage Ratio        
Modified Q1 EBITDAre *   $ 32,387  
Modified Q1 interest expense (4) *     12,812  
Interest coverage ratio     2.53 x
         
Quarterly Fixed Charge Coverage Ratio        
Modified Q1 interest expense (4) *   $ 12,812  
Preferred stock dividends     14,617  
Total fixed charges   $ 27,429  
Modified Q1 EBITDAre *     32,387  
Modified Q1 EBITDAre fixed charge coverage ratio     1.18 x
         
Net Debt / Modified EBITDAre Ratio        
Total debt (1)   $ 1,465,355  
Less: cash (3)     (180,688 )
Net debt (total debt less cash)   $ 1,284,667  
Modified Q1 EBITDAre (annualized)*     129,548  
Net debt / modified EBITDAre ratio     9.92 x
         
Leverage as a Percentage of Assets        
Total debt (1)   $ 1,465,355  
Total undepreciated assets (2)     2,606,373  
Total debt / total undepreciated assets     56.2 %
Net debt / net undepreciated assets (less cash)     53.0 %
         
Leverage as a Percentage of Enterprise Value        
Total market cap (5)   $ 1,282,020  
Total debt (1)     1,465,355  
Total enterprise value   $ 2,747,375  
Total debt / total enterprise value     53.3 %
Net debt / total enterprise value     46.8 %

   
(1) Total debt excludes amortization of fair market value adjustments of $6.2 million and deferred financing costs of $10.8 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, 2021 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, 2021: (i) sales of Alexan Southside Place, ARIUM Grandewood, James on South First, Marquis at The Cascades, and The Conley, (ii) preferred investment in The Riley, and (iii) additional investments at Alexan CityCentre, Avondale Hills, Domain at The One Forty, Motif, Reunion Apartments, Vickers Historic Roswell, and Zoey.  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 Investments

(Unaudited)

 

Property     MSA     Date of Investment     Year Built/ Renovated (1)     Number of Units     Commitment Amount (in millions)     Investment Amount (in millions)     Average Rent (2)  
Preferred Equity                                                        
The Riley     Dallas, TX       3/1/2021       2018       262     $ 7.0     $ 7.0     $ 1,430  
   Total Preferred Equity                             262       7.0       7.0       1,430  
                                                         
   Total/Average                             262     $ 7.0     $ 7.0     $ 1,430  

 

(1) All dates are for the year construction was completed, or the date that a significant renovation was completed.
   
(2) Represents the average effective monthly rent per occupied unit for the three months ended March 31, 2021.  
   
 
                 

 

21

 

Bluerock Residential Growth REIT, Inc.

Recent Dispositions

(Unaudited and dollars in millions)

 

Property   Location   Date Sold   Number of
Units
    Ownership
Interest in
Property
    Sale Price     BRG Net
Proceeds
 
Operating Properties                                        
ARIUM Grandewood   Orlando, FL   1/28/2021     306       100 %   $ 65.3     $ 25.1  
James on South First   Austin, TX   2/24/2021     250       90 %     50.0       18.1  
Marquis at The Cascades   Tyler, TX   3/1/2021     582       90 %     90.9       32.6  
   Total Operating Properties             1,138               206.2       75.8  
                                         
Preferred Equity                                        
The Conley   Leander, TX   3/18/2021     259             52.1       16.5  
Alexan Southside Place   Houston, TX   3/25/2021     270             45.1       10.1  
   Total Preferred Equity             529               97.2       26.6  
                                         
   Total             1,667             $ 303.4     $ 102.4  

  

22

 

Bluerock Residential Growth REIT, Inc.

Preferred Equity Investments, Notes and Accrued Interest Receivable, and Ground Lease

For the Three Months Ended March 31, 2021

(Unaudited and dollars in thousands)

Multifamily Community Name  

Investment Balance as of

December 31, 2020

    Change    

Investment Balance as of

March 31, 2021

   

Return as of

March 31, 2021

   

 

CFFO Earned for the Three Months Ended

March 31, 2021

 
Preferred Equity Investments                                        
Operating – Stabilized                                        
Alexan CityCentre   $ 15,063     $ 662     $ 15,725       17.9 %   $ 663  
Mira Vista     5,250       -       5,250       10.1 %     133  
Strategic Portfolio     27,054       -       27,054       10.5 %     710  
The Riley     -       6,961       6,961       11.0 %     64  
Thornton Flats     4,600       -       4,600       9.0 %     102  
Wayford at Concord     6,500       -       6,500       13.0 %     210  
Total operating - stabilized     58,467       7,623       66,090               1,882  
                                         
Development                                        
Encore Chandler (1)     -       -       -       13.0 %     -  
Total development     -       -       -               -  
                                         
Sold                                        
Alexan Southside Place     26,038       (26,038 )     -               -  
The Conley     15,036       (15,036 )     -               405  
Total sold     41,074       (41,074 )     -               405  
                                         
Other     97       2       99       (2 )     -  
Provision for credit losses (3)     (16,153 )     15,838       (315 )             -  
    $ 83,485     $ (17,611 )   $ 65,874             $ 2,287  
                                         
Mezzanine Loans (4)                                        
Operating - Stabilized                                        
Domain at The One Forty (2)   $ 24,315     $ 211     $ 24,526       4.0 %   $ 239  
Vickers Historic Roswell (2)     12,048       394       12,442       15.0 %     440  
Total operating - stabilized     36,363       605       36,968               679  
                                         
Lease-up                                        
Motif (2)     75,436       2,113       77,549       12.9 %     2,374  
Total lease-up     75,436       2,113       77,549               2,374  
                                         
Development                                        
Avondale Hills     1,021       6,860       7,881       12.0 %     117  
Reunion Apartments     8,161       2,305       10,466       12.0 %     290  
The Hartley at Blue Hill, formerly The Park at Chapel Hill (5)     36,927       496       37,423       11.5 %     1,023  
Total development     46,109       9,661       55,770               1,430  
                                         
Provision for credit losses (3)     (174 )     (401 )     (575 )             -  
    $ 157,734     $ 11,978     $ 169,712             $ 4,483  
                                         
Ground Lease - Development (4) (6)                                        
Zoey   $ 15,396       8,575       23,971       5.0 %   $ 238  
Provision for credit losses (3)     (42 )     (49 )     (91 )             -  
    $ 15,354     $ 8,526     $ 23,880             $ 238  

 

(1) The investment closed on December 31, 2020 with a loan commitment of $10.2 million, none of which had been funded as of March 31, 2021.

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

(3) The Company recorded a general provision for credit losses of $542 during the three months ended March 31, 2021 on its total preferred equity, mezzanine loans and ground lease investments.  In conjunction with the sale of Alexan Southside Place in March 2021, the $15.9 million provision for credit loss recorded in December 2020 reduced the recoverability of the Alexan Southside Place investment.

(4) Investment balances include accrued interest.

(5) The investment includes a $5.0 million senior loan and a $31.0 million mezzanine loan.  

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

 

23

 

Bluerock Residential Growth REIT, Inc.

Portfolio Information

First Quarter 2021

(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     $ 1,293     $ 1,377       94.5 %
ARIUM Hunter’s Creek     Orlando, FL       532       1999       1,417       1,563       95.1 %
ARIUM Metrowest     Orlando, FL       510       2001       1,412       1,591       94.4 %
ARIUM Westside     Atlanta, GA       336       2008       1,503       1,639       94.3 %
Ashford Belmar     Lakewood, CO       512       1988/1993       1,674       1,840       94.3 %
Avenue 25     Phoenix, AZ       254       2013       1,252       1,413       95.4 %
Carrington at Perimeter Park     Morrisville, NC       266       2007       1,263       1,341       93.0 %
Chattahoochee Ridge     Atlanta, GA       358       1996       1,387       1,450       96.2 %
Chevy Chase     Austin, TX       320       1971       964       1,072       98.4 %
Cielo on Gilbert     Mesa, AZ       432       1985       1,087       1,254       95.7 %
Citrus Tower     Orlando, FL       336       2006       1,364       1,521       94.7 %
Denim     Scottsdale, AZ       645       1979       1,246       1,414       96.9 %
Elan     Austin, TX       270       2007       1,134       1,209       93.4 %
Element     Las Vegas, NV       200       1995       1,274       1,563       96.6 %
Falls at Forsyth     Cumming, GA       356       2019       1,408       1,556       95.9 %
Gulfshore Apartment Homes     Naples, FL       368       2016       1,287       1,370       94.9 %
Navigator Villas     Pasco, WA       176       2013       1,143       1,294       97.0 %
Outlook at Greystone     Birmingham, AL       300       2007       1,090       1,287       94.3 %
Park & Kingston     Charlotte, NC       168       2015       1,303       1,389       97.2 %
Pine Lakes Preserve     Port St. Lucie, FL       320       2003       1,380       1,556       96.5 %
Plantation Park     Lake Jackson, TX       238       2016       1,232       1,362       92.0 %
Providence Trail     Mount Juliet, TN       334       2007       1,264       1,397       94.9 %
Roswell City Walk     Roswell, GA       320       2015       1,586       1,840       94.5 %
Sands Parc     Daytona Beach, FL       264       2017       1,374       1,529       94.9 %
The Brodie     Austin, TX       324       2001       1,313       1,505       95.7 %
The District at Scottsdale     Scottsdale, AZ       332       2018       1,799       1,991       93.6 %
The Links at Plum Creek     Castle Rock, CO       264       2000       1,466       1,592       95.7 %
The Mills     Greenville, SC       304       2013       1,051       1,188       96.5 %
The Preserve at Henderson Beach     Destin, FL       340       2009       1,498       1,671       95.6 %
The Reserve at Palmer Ranch     Sarasota, FL       320       2016       1,376       1,511       96.2 %
The Sanctuary     Las Vegas, NV       320       1988       1,132       1,332       95.5 %
Veranda at Centerfield     Houston, TX       400       1999       1,021       1,157       95.1 %
Villages of Cypress Creek     Houston, TX       384       2001       1,181       1,258       95.6 %
Wesley Village     Charlotte, NC       301       2010       1,373       1,496       95.3 %
                                                 
Total Consolidated Operating Properties             11,584             $ 1,318 (5)   $ 1,464 (5)     95.2 %(5)
                                                 
Mezzanine/Preferred/Ground Lease Investments:                                                
Alexan CityCentre     Houston, TX       340             $ 1,525     $ 1,637       95.7 %
Avondale Hills     Decatur, GA       240               1,538 (4)      N/A        N/A  
Belmont Crossing     Smyrna, GA       192               863       983       96.0 %
Domain at The One Forty     Garland, TX       299               1,290       1,435       96.7 %
Encore Chandler     Chandler, AZ       208               1,457 (4)     N/A       N/A  
Georgetown Crossing     Savannah, GA       168               993       1,114       95.2 %
Hunter’s Pointe     Pensacola, FL       204               983       1,128       98.0 %
Mira Vista     Austin, TX       200               1,087       1,175       93.5 %
Motif     Fort Lauderdale, FL       385               2,352 (4)      N/A        N/A  
Park on the Square     Pensacola, FL       240               1,140       1,315       99.1 %
Reunion Apartments     Orlando, FL       280               1,366 (4)      N/A        N/A  
Sierra Terrace     Atlanta, GA       135               1,278       1,484       97.0 %
Sierra Village     Atlanta, GA       154               1,224       1,336       90.3 %
The Commons     Jacksonville, FL       328               902       1,010       97.7 %
The Hartley at Blue Hill, formerly The Park at Chapel Hill Chapel Hill, NC       414               1,599 (4)      N/A        N/A  
The Riley     Richardson, TX       262               1,430       1,523       92.7 %
Thornton Flats     Austin, TX       104               1,499       1,659       93.6 %
Vickers Historic Roswell     Roswell, GA       79               3,134       3,337       97.6 %
Water’s Edge     Pensacola, FL       184               1,141       1,356       98.0 %
Wayford 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         4,873             $ 1,432 (6)   $ 1,362 (6)     96.1 %(6)
                                                 
Total Portfolio             16,457             $ 1,351 (7)   $ 1,445 (7)     95.4 %(7)

 

(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, 2021.  

(3) Revenue per occupied unit is total revenue divided by average number of occupied units for the three months ended March 31, 2021.

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

(5) The average effective monthly rent, revenue per occupied unit, and average occupancy including sold properties was $1,315, $1,459, and 95.2%, respectively, for the three months ended March 31, 2021.

(6) The average effective monthly rent, revenue per occupied unit, and average occupancy including sold properties was $1,438, $1,397, and 95.9%, respectively, for the three months ended March 31, 2021.

(7) The average effective monthly rent, revenue per occupied unit, and average occupancy including sold properties was $1,352, $1,446, and 95.4%, respectively, for the three months ended March 31, 2021.

 

24

 

Bluerock Residential Growth REIT, Inc.
Renovation Table
As of March 31, 2021
(Unaudited)

 

Units and Investment                            
    2021   To Date  
   

Completed

in 1Q

    Completed Year-to-date    

Total Expected

Completions in 2021

 

 Total

Completed

   

Unrenovated Units

Remaining

 
Number of Renovations     72       72      500 – 1,000     3,027       4,349  
Renovation Cost per Unit   $ 7,732     $ 7,732     $7,500 - $8,500                

 

Returns  
  Inception-to-date  
      Cost per Unit     Monthly Rent Premium      Return on Investment    
Weighted Average Returns to Date     $ 5,953     $ 117       23.6 %

 

25

 

Bluerock Residential Growth REIT, Inc.
Lease-up and Development Mezzanine/Preferred/Ground Lease Investments
As of March 31, 2021
(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) (1)       Construction Start       Initial Occupancy       Construction Completion       Stabilized Operations(2)  
Lease-up Investments                                                                        
Motif (3)     385       138.4       133.3       359,481       88.8       1Q18       1Q20       2Q20       2Q22  
   Total lease-up units     385                                                                  
                                                                         
Development Investments                                                                        
Zoey (5)     307       59.5       37.1       193,811       25.5       1Q20       1Q22       2Q22       1Q23  
Reunion Apartments (3)     280       47.6       31.2       170,000       30.5       3Q20       1Q22       3Q22       1Q23  
Avondale Hills (3)     240       51.8       16.1       215,833       31.4       4Q20       1Q23       1Q23       1Q24  
The Hartley at Blue Hill, formerly The Park at Chapel Hill(3)     414       99.2       42.1       239,614       64.3       2Q20       4Q21       1Q23       3Q23  
Encore Chandler (4)     208       47.7       7.3       229,327       31.0       3Q21       2Q23       3Q23       3Q24  
   Total development units     1,449                                                                  
                                                                         
   Total units     1,834                                                                  

 

(1) Represents property level only and excludes mezzanine loan financing.

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

(3) Represents a mezzanine loan investment.

(4) Represents a preferred equity investment. Encore Chandler has an option to purchase the property at stabilization.

(5) Represents a ground lease investment. 

 

26

 

Bluerock Residential Growth REIT, Inc.
Condensed Consolidated Balance Sheets
First Quarter 2021
(Unaudited and dollars in thousands except for share and per share data)

 

   

March 31,

2021

    December 31,
2020
 
ASSETS                
Net Real Estate Investments                
Land   $ 268,731     $ 279,481  
Buildings and improvements     1,757,833       1,889,471  
Furniture, fixtures and equipment     76,790       78,438  
Total Gross Real Estate Investments     2,103,354       2,247,390  
Accumulated depreciation     (187,553 )     (186,426 )
Total Net Operating Real Estate Investments     1,915,801       2,060,964  
Operating real estate held for sale, net     32,518       36,213  
Total Net Real Estate Investments     1,948,319       2,097,177  
Cash and cash equivalents     148,070       83,868  
Restricted cash     32,618       35,093  
Notes and accrued interest receivable, net     169,712       157,734  
Due from affiliates     10,447       339  
Accounts receivable, prepaids and other assets, net     39,198       29,502  
Preferred equity investments and investments in unconsolidated real estate joint ventures, net     65,874       83,485  
In-place lease intangible assets, net     1,111       2,594  
Non-real estate assets associated with operating real estate held for sale     176       145  
Total Assets   $ 2,415,525     $ 2,489,937  
                 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY                
Mortgages payable   $ 1,434,318     $ 1,490,932  
Mortgages payable associated with operating real estate held for sale     26,433       38,773  
Revolving credit facilities           33,000  
Accounts payable     1,500       1,317  
Other accrued liabilities     29,023       31,025  
Due to affiliates     665       618  
Distributions payable     13,035       13,421  
Liabilities associated with operating real estate held for sale     624       383  
Total Liabilities     1,505,598       1,609,469  
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized; no shares and 2,201,547 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively           54,332  
6.000% Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 1,225,000 shares authorized; 440,934 and 513,489 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     402,243       469,907  
7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized; 2,295,845 shares issued and outstanding as of March 31, 2021 and December 31, 2020     56,533       56,462  
6.150% Series T Redeemable Preferred Stock, liquidation preference $25.00 per share, 32,000,000 shares authorized; 13,622,291 and 9,717,917 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     308,362       219,967  
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; 2,774,338 shares issued and outstanding as of March 31, 2021 and December 31, 2020     66,867       66,867  
Common stock - Class A, $0.01 par value, 747,509,582 shares authorized; 25,110,432 and 22,020,950 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively     251       220  
Common stock - Class C, $0.01 par value, 76,603 shares authorized; 76,603 shares issued and outstanding as of March 31, 2021 and December 31, 2020     1       1  
Additional paid-in-capital     332,926       304,710  
Distributions in excess of cumulative earnings     (293,766 )     (313,392 )
Total Stockholders’ Equity     106,279       58,406  
Noncontrolling Interests            
Operating Partnership units     14,427       (3,272 )
    Partially owned properties     22,083       24,666  
Total Noncontrolling Interests     36,510       21,394  
Total Equity     142,789       79,800  
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY   $ 2,415,525     $ 2,489,937  

 

27

 

Bluerock Residential Growth REIT, Inc.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2021 and 2020

(Dollars in thousands)

 

    Three Months Ended  
    March 31,  
    2021     2020  
Revenues            
Rental and other property revenues   $ 51,081     $ 50,353  
Interest income from mezzanine loan and ground lease investments     4,721       5,888  
Total revenues     55,802       56,241  
                 
Expenses                
Property operating     19,932       19,299  
Property management fees     1,281       1,294  
General and administrative     6,645       6,371  
Acquisition and pursuit costs     11       1,269  
Weather-related losses, net     400        
Depreciation and amortization     20,322       20,921  
Total expenses     48,591       49,154  
Operating income     7,211       7,087  
                 
Other income (expense)                
Other income     152       40  
Preferred returns on unconsolidated real estate joint ventures     2,287       2,415  
Provision for credit losses     (542 )      
Gain on sale of real estate investments     68,913       253  
Loss on extinguishment of debt and debt modification costs     (3,040 )      
Interest expense, net     (13,835 )     (14,916 )
Total other income (expense)     53,935       (12,208 )
Net income (loss)     61,146       (5,121 )
Preferred stock dividends     (14,617 )     (13,547 )
Preferred stock accretion     (7,022 )     (3,925 )
Net income (loss) attributable to noncontrolling interests                
Operating Partnership units     10,160       (5,822 )
Partially owned properties     5,766       (278 )
Net income (loss) attributable to noncontrolling interests     15,926       (6,100 )
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
                 
Net income (loss) per common share - Basic   $ 1.00     $ (0.70 )
Net income (loss) per common share – Diluted   $ 1.00     $ (0.70 )
                 
Weighted average basic common shares outstanding     23,089,364       24,087,811  
Weighted average diluted common shares outstanding     23,288,089       24,087,811  

 

28

 

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, 2021 and 2020

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

 

    Three Months Ended  
    March 31,  
    2021     2020  
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
Add back: Net income (loss) attributable to Operating Partnership Units     10,160       (5,822 )
Net income (loss) attributable to common stockholders and unit holders     33,741       (22,315 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Real estate depreciation and amortization     19,405       19,900  
Provision for credit losses     542        
Gain on sale of real estate investments     (62,427 )     (110 )
FFO Attributable to Common Stockholders and Unit Holders     (8,739 )     (2,525 )
Common stockholders and Operating Partnership Units pro-rata share of:                
Acquisition and pursuit costs     11       1,269  
Non-cash interest expense     604       845  
Unrealized gain on derivatives     (30 )     (26 )
Loss on extinguishment of debt and debt modification costs     2,564        
Weather-related losses, net     360        
Non-real estate depreciation and amortization     122       120  
Other expense (income), net     98       (40 )
Non-cash equity compensation     3,311       3,547  
Preferred stock accretion     7,022       3,925  
CFFO Attributable to Common Stockholders and Unit Holders   $ 5,323     $ 7,115  
                 
Per Share and Unit Information:                
FFO Attributable to Common Stockholders and Unit Holders - diluted   $ (0.26 )   $ (0.08 )
CFFO Attributable to Common Stockholders and Unit Holders - diluted   $ 0.16     $ 0.22  
                 
Weighted average common shares and units outstanding - diluted     33,319,020       32,668,294  

 

 

29

 

Bluerock Residential Growth REIT, Inc.

Mortgages Payable Summary Information

As of March 31, 2021

(Unaudited and dollars in thousands)

 

Property   Outstanding
Principal
    Interest Rate     Fixed/ Floating   Maturity Date
ARIUM Glenridge   $ 49,500       1.45 %   LIBOR + 1.33% subject to Cap (1)   September 1, 2025
ARIUM Hunter’s Creek     70,525       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 (2)     36,566       4.18 %   Fixed   July 1, 2027
Carrington at Perimeter Park (3)     31,286       4.16 %   Fixed   July 1, 2027
Chattahoochee Ridge     45,338       3.25 %   Fixed   December 5, 2024
Chevy Chase     24,400       2.44 %   LIBOR + 2.32% subject to Cap (1)   September 1, 2027
Cielo on Gilbert     58,000       2.65 %   SOFR + 2.61% subject to Cap (1)   January 1, 2031
Citrus Tower     40,442       4.07 %   Fixed   October 1, 2024
Denim (4)     101,205       3.41 %   Fixed   August 1, 2029
Elan (5)     25,557       4.19 %   Fixed   July 1, 2027
Element     29,260       3.63 %   Fixed   July 1, 2026
Falls at Forsyth     38,947       2.94 %   (6)    July 1, 2025
Fannie Facility Advance     13,936       2.72 %   LIBOR + 2.60% subject to Cap (1)   June 1, 2027
Fannie Facility Second Advance     12,880       2.76 %   SOFR + 2.70% subject to Cap (1)   March 1, 2028
Gulfshore Apartment Homes     46,345       3.26 %   Fixed   September 1, 2029
Navigator Villas (7)     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 Preserve     42,728       3.10 %   LIBOR + 2.98% subject to Cap (1)   July 1, 2030
Providence Trail     47,950       3.54 %   Fixed   July 1, 2026
Roswell City Walk     49,798       3.63 %   Fixed   December 1, 2026
The Brodie     33,380       3.71 %   Fixed   December 1, 2023
The District at Scottsdale     74,651       1.85 %   LIBOR + 1.60% (1)   June 11, 2021
The Links at Plum Creek     39,409       4.31 %   Fixed   October 1, 2025
The Mills     25,141       4.21 %   Fixed   January 1, 2025
The Preserve at Henderson Beach     48,490       3.26 %   Fixed   September 1, 2029
The Reserve at Palmer Ranch     40,806       4.41 %   Fixed   May 1, 2025
The Sanctuary     33,707       3.31 %   Fixed   August 1, 2029
Veranda at Centerfield     26,100       1.37 %   LIBOR + 1.25% subject to Cap (1)   July 26, 2023
Villages of Cypress Creek     33,520       2.67 %   LIBOR + 2.55% subject to Cap (1)   July 1, 2027
Wesley Village     39,259       4.25 %   Fixed   April 1, 2024
Total     1,438,730                  
Fair value adjustments     6,236                  
Deferred financing costs, net     (10,648 )                
Total continuing operations   $ 1,434,318                  
Held for sale                        
Plantation Park (8)   $ 26,625       4.64 %   Fixed   July 1, 2028
Deferred financing costs, net     (192 )                
   Total held for sale   $ 26,433                  
Total   $ 1,460,751                  
Weighted Average Interest Rate     3.49 %                

 

(1)  In March 2021, one-month LIBOR in effect was 0.12% and the 30-day average SOFR in effect was 0.04%.  
(2)  The principal balance includes a $29.7 million senior loan at a fixed rate of 4.02% and a $6.9 million supplemental loan at a fixed rate of 4.86%.
(3)  The principal balance includes a $27.5 million senior loan at a fixed rate of 4.09% and a $3.8 million supplemental loan at a fixed rate of 4.66%.
(4)  The principal balance includes a $91.6 million senior loan at a fixed rate of 3.32% and a $9.6 million supplemental loan at a fixed rate of 4.22%.
(5)  The principal balance includes a $21.2 million senior loan at a fixed rate of 4.09% and a $4.4 million supplemental loan at a fixed rate of 4.66%.
(6)  The principal balance includes a $19.5 million advance at a fixed rate of 4.35% and a $19.4 million advance at a variable rate of 1.52% as of March 31, 2021.  
(7)  The principal balance includes a $14.8 million senior loan at a fixed rate of 4.31% and a $5.7 million supplemental loan at a fixed rate of 5.23%.
(8)  The property was subsequently sold in April 2021.

 

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Bluerock Residential Growth REIT, Inc.

Mortgages Payable Summary Information Continued

As of March 31, 2021

(Unaudited and dollars in thousands)

 

Mortgages Payable Maturity Schedules

 

Year   Fixed Rate     Floating Rate     Total     % of Total  
2021   $ 6,622     $ 75,364     $ 81,986 (1)      5.59 %
2022     11,268       2,553       13,821       0.94 %
2023     96,886       29,137       126,023       8.60 %
2024     197,992       3,588       201,580       13.76 %
2025     303,520       65,582       369,102       25.19 %
Thereafter     493,909       178,934       672,843       45.92 %
    $ 1,110,197     $ 355,158     $ 1,465,355       100.00 %
Fair Value Adjustments     6,236       -       6,236          
Subtotal   $ 1,116,433     $ 355,158     $ 1,471,591          
Deferred Financing Costs, net     (7,882 )     (2,958 )     (10,840 )        
Total   $ 1,108,551     $ 352,200     $ 1,460,751          

 

    Amounts     % of Total     Weighted
Average Interest
Rates
    Weighted
Average
Maturities
(years)
 
Continuing Operations                                
Secured Fixed Rate Debt   $ 1,089,808       75.4 %     3.88 %     5.3  
Secured Floating Rate Debt     355,158       24.6 %     2.21 %     5.3  
Total/Average Continuing Operations   $ 1,444,966       100.0 %     3.47 %     5.3  
                                 
Held for Sale                                
Secured Fixed Rate Debt   $ 26,625       100.0 %     4.64 %     7.3  
   Total/Average Held for Sale   $ 26,625       100.0 %     4.64 %     7.3  
                                 
Total/Average   $ 1,471,591       100.0 %     3.49 %     5.3  

 

(1)  $74.7 million represents a loan in connection with The District at Scottsdale. The loan has a June 2021 maturity date and contains two (2) three-month extension options, subject to certain conditions.

 

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Bluerock Residential Growth REIT, Inc.

2021 Projected Guidance

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

 

    2021 Outlook (3)  
    Low     High  
Core Funds from Operations Attributable to Common Stockholders and Unit Holders per share   $ 0.65     $ 0.70  
                 
Same Store Growth                
Rental income growth     2.0 %     4.0 %
Property operating expense growth     4.0 %     6.0 %
NOI growth     0.0 %     3.0 %
                 
Property management fee as a percentage of revenue     2.4 %     2.2 %
General and administrative expenses (1)     12,500       12,000  
Income from preferred equity and mezzanine investments     29,100       29,100  
Normal recurring capital expenditures (2)     2,900       2,700  
                 
Value-add Upgrades                
Forecasted unit count     500       1,000  
Return on investment     15 %     20 %
                 
Investments                
Total gross asset value     600,000       800,000  
                 
Dispositions                
Total gross asset value     350,000       500,000  
                 
Noncontrolling Interest, Preferred Stock and Share Count Assumptions                
Noncontrolling interest percentage of CFFO - partially owned properties     4.0 %     3.9 %
Series T preferred stock raise     200,000       350,000  
Preferred stock dividends     54,000       58,000  
Estimated weighted average diluted common shares and units outstanding     39,100       39,100  

 

(1)  General and administrative expenses exclude non-cash expenses, such as depreciation and non-cash equity compensation.  
(2)  Normally recurring capital expenditures exclude development, investment, revenue enhancing and non-recurring capital expenditures.
(3)  The Company has not reconciled projected Core Funds from Operations Attributable to Common Stockholders and Unit Holders per share (“CFFO”) guidance to the corresponding GAAP financial measure because it does not provide guidance for various reconciling items.  The Company is unable to provide guidance for these reconciling items since certain items that impact net income are outside of its control and cannot be reasonably predicted.  Accordingly, reconciliations to the corresponding GAAP financial measures are not available.

 

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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 (loss) 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 certain real estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, 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, stock compensation expense and preferred stock accretion. 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 four operating properties, made six property investments through preferred equity or mezzanine loan investments, sold seven operating properties and received our full mezzanine loan or preferred equity in four investments subsequent to March 31, 2020. 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 income (loss) attributable to common stockholders to EBITDAre and Adjusted EBITDAre are presented in the table below:

 

    Three Months Ended  
    March 31,  
    2021     2020  
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
Net income (loss) attributable to noncontrolling interests     15,926       (6,100 )
Preferred stock dividends     14,617       13,547  
Preferred stock accretion     7,022       3,925  
Interest expense, net     13,835       14,916  
Real estate depreciation and amortization     20,275       20,876  
Provision for credit losses     542        
Gain on sale of real estate investments     (68,913 )     (253 )
Loss on extinguishment of debt and debt modification costs     3,040        
EBITDAre   $ 29,925     $ 30,418  
Acquisition and pursuit costs     11       1,269  
Non-real estate depreciation and amortization     122       120  
Weather-related losses, net     400        
Non-cash equity compensation     3,311       3,547  
Other expense (income), net     98       (40 )
Adjusted EBITDAre   $ 33,867     $ 35,314  

 

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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 four operating properties, made six property investments through preferred equity or mezzanine loan investments, sold seven operating properties and received our full mezzanine loan or preferred equity in four investments subsequent to March 31, 2020. 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 income (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,  
    2021     2020  
Net income (loss) attributable to common stockholders   $ 23,581     $ (16,493 )
Add back: Net income (loss) attributable to Operating Partnership Units     10,160       (5,822 )
Net income (loss) attributable to common stockholders and unit holders     33,741       (22,315 )
Add common stockholders and Operating Partnership Units pro-rata share of:                
Real estate depreciation and amortization     19,405       19,900  
Non-real estate depreciation and amortization     122       120  
Non-cash interest expense     604       845  
Unrealized gain on derivatives     (30 )     (26 )
Loss on extinguishment of debt and debt modification costs     2,564        
Provision for credit losses     542        
Property management fees     1,223       1,232  
Acquisition and pursuit costs     11       1,269  
Corporate operating expenses     6,570       6,296  
Weather-related losses, net     360        
Preferred dividends     14,617       13,547  
Preferred stock accretion     7,022       3,925  
Less common stockholders and Operating Partnership Units pro-rata share of:                
Other income, net     51       40  
Preferred returns on unconsolidated real estate joint ventures     2,287       2,574  
Interest income from mezzanine loan and ground lease investments     4,721       5,888  
Gain on sale of real estate investments     62,427       110  
Pro-rata share of properties’ income     17,265       16,181  
Add:                
Noncontrolling interest pro-rata share of partially owned property income     637       803  
Total property income     17,902       16,984  
Add:                
Interest expense     13,247       14,070  
Net operating income     31,149       31,054  
Less:                
Non-same store net operating income     7,188       7,235  
Same store net operating income (1)   $ 23,961     $ 23,819  

 

(1)   Same store portfolio for the three months ended March 31, 2021 consists of 26 properties, which represent 9,116 units.

 

35