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): February 24, 2016
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 |
(Commission File Number) |
(I.R.S. Employer |
or organization) |
|
Identification No.) |
712 Fifth Avenue, 9th Floor
New York, NY 10019
(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)
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)) |
ITEM 2.02 |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On February 24, 2016,
Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, issued a press release announcing its financial
results for the fourth quarter ended December 31, 2015. 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 February 24, 2016, 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 fourth quarter
ended December 31, 2015 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 February 24, 2016. |
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: February 24, 2016 |
By: |
/s/Christopher J. Vohs |
|
|
Christopher J. Vohs |
|
|
Chief Accounting Officer and Treasurer |
Exhibit Index
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Press Release, dated February 24, 2016. |
99.2 |
|
Supplemental Financial Information. |
Exhibit 99.1
![](http://www.sec.gov/Archives/edgar/data/1442626/000114420416083961/tex99-1_logo.jpg)
Corporate Headquarters
712 Fifth Ave., 9th Floor
New York, NY 10019
877.826.BLUE
PRESS RELEASE
For Immediate Release
Bluerock Residential Growth REIT Announces
Fourth Quarter 2015
AFFO per share of $0.21 exceeding Guidance
of $0.12 - $0.13
Pro Forma AFFO per share of $0.35 exceeding
Guidance of $0.26 - $0.28
New York, NY (February 24, 2016) –
Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”) announced today its financial results for the
quarter ended December 31, 2015.
Highlights
| • | Adjusted funds from operations attributable to common stockholders
(“AFFO”) grew 153% to $4.3 million for the quarter from $1.7 million for the prior year quarter. |
| • | AFFO per share is $0.21 for the fourth quarter of 2015 as compared
to $0.19 for the fourth quarter of 2014, and exceeded guidance of $0.12 - $0.13. |
| • | Total revenues grew 35% to $13.2 million for the quarter from $9.8
million for the prior year quarter as a result of significant investment activity in the past year. |
| • | Property Net Operating Income (NOI) grew 47% to $8.3 million for
the quarter, from $5.6 million in the prior year quarter. |
| • | Property NOI margins improved 550 basis points to 62.7% of revenue
for the quarter, from 57.2% of revenue in the prior year quarter. |
| • | Same store NOI increased 14.6% for the quarter, as compared to the
prior year quarter. |
| • | Net loss attributable to common stockholders for the fourth quarter
of 2015 was $1.5 million, as compared to a net income of $2.6 million in the prior year period. Net loss attributable to common
stockholders included non-cash expenses of $6.7 million in the fourth quarter vs. $2.4 million for the prior year period. |
| • | Consolidated real estate investments, at cost, increased 86% to $557
million at December 31, 2015 from $300 million at December 31, 2014. |
| • | The Company invested in four operating properties totaling 840 units
for a total purchase price of approximately $124.4 million during the fourth quarter. |
| • | The Company invested in three properties for the development of 930
units during the fourth quarter. |
| • | The Company paid the full amount of the fourth quarter’s management
fee and operating expense reimbursements, of $1.1 million and $0.1 million, respectively, in LTIP Units in lieu of cash payment.
This favorably impacted AFFO per share by $0.06 and pro forma AFFO per share by $0.06. |
| • | On October 21, 2015, the Company completed an underwritten offering
of 2,875,000 shares of 8.250% Series A Cumulative Redeemable Preferred Stock at a public offering price of $25.00 per share, including
the full exercise of the underwriter’s overallotment for gross proceeds of $71.9 million. |
| • | The Company declared a pro rata cash dividend on the 8.250% Series
A Cumulative Redeemable Preferred Stock of $0.4010 per share for the period from issuance to December 31, 2015. |
| • | The Company declared monthly dividends for the first quarter of 2016
equal to a quarterly rate of $0.29 per share on the Company's Class A and B common stock. This equates to a 9.8% annualized yield
based on the closing price of $11.85 for the Class A common stock as of December 31, 2015. |
Management Commentary
“Our solid financial and operating
performance contributed to strong fourth quarter results which exceeded our previously issued guidance,” said Ramin Kamfar,
the Company’s Chairman and CEO. “We had a very productive quarter on our pipeline completing the acquisitions of four
operating communities totaling 840 units and three development projects containing 930 units. We continue to see attractive opportunities
for future investment in our targeted high population and employment growth markets within the Sun Belt states.”
Fourth Quarter 2015 Acquisition Activity
| • | On October 29, 2015, the Company acquired a 95% interest in a Class
A, 352-unit apartment community located in Frisco, Texas, known as Sorrel. The total purchase price of the property was approximately
$55 million. |
| • | On October 29, 2015, the Company acquired a 95% interest in a Class
A, 322-unit apartment community located in Fort Worth, Texas, known as Sovereign. The total purchase price of the property was
approximately $44 million. |
| • | On November 30, 2015, the Company acquired a 100% interest in the
second phase of Park & Kingston Apartments, a Class AA, 2015 construction, 15-unit apartment community located in Charlotte,
North Carolina. The Company had previously acquired 153 of the community’s 168 units in March of 2015. The total purchase
price for the second phase of the property was approximately $3 million. |
| • | On December 14, 2015, the Company acquired a 100% interest in the
second phase of Ashton Reserve apartments, a Class A, 2015 construction, 151-unit apartment community located in Charlotte, North
Carolina. The Company had previously acquired 322 of the community’s 473 units in August of 2015. The total purchase price
for the second phase of the property was approximately $22 million. |
| • | On December 30, 2015, the Company made an additional investment to
increase its ownership in Lansbrook Village, a 602-unit apartment community in Palm Harbor, Florida from 77% to 90%. |
| • | On November 20, 2015, the Company made a convertible preferred equity
investment in a 301-unit to be built, Class A apartment community known as Domain, located in Garland, Texas, a suburb of the high-growth
Dallas-Fort Worth Metro market. This investment of approximately $19 million, of which approximately $4 million was funded as of
December 31, 2015, is structured to provide a 15% current return, with an option to convert into majority ownership of the underlying
asset upon stabilization. |
| • | On December 18, 2015, the Company made a convertible preferred equity
investment in a 245-unit to be built, Class A apartment community known as Lake Boone Trail, located in Raleigh, North Carolina.
This investment of approximately $17 million, of which approximately $10 million was funded as of December 31, 2015, is structured
to provide a 15% current return with an option to convert into majority ownership of the underlying property upon stabilization. |
| • | On December 18, 2015, the Company made an investment in a 384-unit
to be built, Class A apartment community located in Ft. Lauderdale, Florida. The Company has funded approximately $5 million of
this investment of approximately $47 million as of December 31, 2015. |
Pending Investments at December 31,
2015
| • | On January 5, 2016, the Company acquired 95% interests in two Southwest
Florida apartment communities, the 320-unit Citation Club apartment community in Sarasota, Florida and the 368-unit Summer Wind
apartments in Naples, Florida. The total purchase price for the properties was approximately $86 million with the Company
investing approximately $30 million. The properties will be rebranded as ARIUM at Palmer Ranch and ARIUM Gulfshore, respectively.
The Company’s underwriting assumes a stabilized cap rate of approximately 6.60% versus market cap rates for similar quality
product in the 5.0% - 5.5% range. |
| • | On January 6, 2016, the Company made an investment in a 283-unit
to-be-built Class A apartment community located in Charlotte, North Carolina known as West Morehead. This investment of approximately
$19 million is structured to provide a 15% current return on investment with an option to convert into majority ownership of the
underlying property upon stabilization. |
| • | The Company is under contract to purchase a Class A, 340-unit apartment
community located in Destin, Florida known as the Alexan Henderson Beach Apartments. This transaction is expected to close late
in the first quarter of 2016. The Company is investing approximately $17 million and assuming a $38 million loan for a 100% interest
in the property. |
Fourth Quarter 2015 Financial Results
AFFO for the fourth quarter of 2015 increased
by 153% to $4.3 million, or $0.21 per diluted share, as compared to $1.7 million, or $0.19 per share in the prior year period.
The increase in AFFO from the prior year period was driven primarily by increases in property NOI of $2.7 million and in income
of unconsolidated real estate joint ventures of $1.6 million caused by expanding the size of our portfolio, offset by higher interest
expense of $0.8 million.
Net loss attributable to common stockholders
for the fourth quarter of 2015 was $1.5 million, as compared to a net income of $2.6 million in the prior year period. The change
in net income / loss was primarily driven by positive increases in property NOI of $2.7 million and income of unconsolidated real
estate joint ventures of $1.6 million due to the increase in the size of the portfolio, and the gain on sale of real estate assets
of $2.7 million, as offset by related increases in general and administrative expenses of $0.6 million, management fees of $0.7
million, acquisition costs of $1.2 million, interest expense of $0.8 million, depreciation and amortization expense of $2.7 million,
along with a decrease in equity in gain on sale of real estate of unconsolidated subsidiaries of $4.1 million and an allocation
of $1.2 million for the Series A preferred shares.
Same Store Portfolio Performance
Same store NOI for the fourth
quarter of 2015 increased by 14.6% from the same period in the prior year. There was a 4.9% increase in same store property
revenues as compared to the same prior year period, primarily attributable to a 4.5% increase in average rent per occupied
unit, an additional 14 units at our Lansbrook property purchased in 2015, offset by a 50 basis point decrease in average
occupancy. Same store expenses were $2.6 million and $2.8 million, respectively.
Portfolio Summary
The following is a summary of our investments, operating properties
and convertible preferred equity investments, as of December 31, 2015:
Operating Properties | |
Location | |
Year
Built/ Renovated(1) | | |
Ownership
Interest | | |
Units | | |
Average
Rent | | |
%
Occupied | |
ARIUM Grandewood | |
Orlando, FL | |
| 2005 | | |
| 95 | % | |
| 306 | | |
$ | 1,184 | | |
| 97 | % |
ARIUM Palms | |
Orlando, FL | |
| 2008 | | |
| 95 | % | |
| 252 | | |
| 1,161 | | |
| 94 | % |
Ashton Reserve | |
Charlotte, NC | |
| 2012/2015 | | |
| 100 | % | |
| 473 | | |
| 968 | | |
| 92 | % |
Enders Place at Baldwin Park | |
Orlando, FL | |
| 2003 | | |
| 90 | % | |
| 220 | | |
| 1,595 | | |
| 97 | % |
Fox Hill | |
Austin, TX | |
| 2010 | | |
| 95 | % | |
| 288 | | |
| 1,145 | | |
| 98 | % |
Lansbrook Village | |
Palm Harbor, FL | |
| 2004 | | |
| 90 | % | |
| 602 | | |
| 1,182 | | |
| 93 | % |
MDA Apartments | |
Chicago, IL | |
| 2006 | | |
| 35 | % | |
| 190 | | |
| 2,251 | | |
| 92 | % |
Park & Kingston | |
Charlotte, NC | |
| 2015 | | |
| 96 | % | |
| 168 | | |
| 1,151 | | |
| 91 | % |
Sorrel | |
Frisco, TX | |
| 2015 | | |
| 95 | % | |
| 352 | | |
| 1,288 | | |
| 77 | % |
Sovereign | |
Fort Worth, TX | |
| 2015 | | |
| 95 | % | |
| 322 | | |
| 1,265 | | |
| 90 | % |
Springhouse at Newport News | |
Newport News, VA | |
| 1985 | | |
| 75 | % | |
| 432 | | |
| 837 | | |
| 93 | % |
Village Green of Ann Arbor | |
Ann Arbor, MI | |
| 2013 | | |
| 49 | % | |
| 520 | | |
| 1,167 | | |
| 91 | % |
Operating Properties Subtotal/Average(5) | |
| | | |
| | | |
| 4,125 | | |
$ | 1,200 | | |
| 93 | % |
Convertible Preferred Equity Investments |
|
| |
| | |
Anticipated
Ownership Interest
After Conversion(2) | | |
| | |
Pro Forma
Average Rent (2) | | |
| |
Alexan CityCentre
(3) | |
Houston, TX | |
| 2017 | | |
| 17 | % | |
| 340 | | |
$ | 2,144 | | |
| - | |
Alexan Southside Place
(3) | |
Houston, TX | |
| 2017/2018 | | |
| 62 | % | |
| 269 | | |
| 2,019 | | |
| - | |
Cheshire Bridge (3) | |
Atlanta, GA | |
| 2017 | | |
| 78 | % | |
| 285 | | |
| 1,559 | | |
| - | |
Domain Phase 1 (3) | |
Garland, TX | |
| 2017/2018 | | |
| 90 | % | |
| 301 | | |
| 1,425 | | |
| - | |
EOS (4) | |
Orlando, FL | |
| 2015 | | |
| 26 | % | |
| 296 | | |
| 1,211 | | |
| 51 | % |
Flagler Village (3) | |
Fort Lauderdale, FL | |
| 2018/2019 | | |
| | * | |
| 384 | | |
| 2,481 | | |
| - | |
Lake Boone Trail (3) | |
Raleigh, NC | |
| 2018 | | |
| 72 | % | |
| 245 | | |
| 1,402 | | |
| - | |
Whetstone (4) | |
Durham, NC | |
| 2015 | | |
| 93 | % | |
| 204 | | |
| 1,325 | | |
| 73 | % |
Convertible Preferred Equity Investments Subtotal/Average | | |
| | | |
| 2,324 | | |
$ | 1,752 | | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating Properties and Convertible Preferred Equity Investments Total/Average(5) | |
| 6,449 | | |
$ | 1,433 | | |
| | |
(1) All dates are for the year
construction was completed or expects to be completed, except MDA City Apartments, and Village Green of Ann Arbor, for which
the date represents the most recent year that a significant renovation program was completed.
(2) The Company has made a convertible preferred
equity investment in a multi-tiered joint venture that is convertible into a common membership interest. The preferred investment
earns a preferred return of 15%. Average rent represents pro forma average rent expected on stabilization.
(3) Property is currently in development.
(4) Property is currently in lease-up. Actual
rent, during leaseup, for EOS, Sorrel, and Whetstone were $1,165, $1,272, and $1,091, respectively, net of upfront leaseup concessions.
(5) Sorrel is in lease-up and is excluded from
Average Rent and % Occupied totals.
* The property is currently an equity method investment
with common ownership. The Company plans to restructure its ownership to a convertible preferred equity investment earning a preferred
return of 15% in 2016.
Q1 2016 Outlook
For the first quarter of 2016, the Company
anticipates AFFO in the range of $0.16 to $0.18 per share, and $0.26 to $0.28 per share on a pro forma basis. For assumptions underlying
earnings guidance, please see p. 27 of Company’s Q4 2015 Earnings Supplement available under Investor Relations on the Company’s
website (www.bluerockresidential.com). Pro forma AFFO is used for illustrative purposes only, is hypothetical and does not
represent historical performance or management’s estimates or projections for future performance.
Dividend Details
On January 13, 2016, our board of directors
authorized, and we declared, monthly dividends for the first quarter of 2016 equal to a quarterly rate of $0.29 per share on our
Class A common stock and $0.29 per share on our Class B common stock, payable to the stockholders of record as of January 25, 2016,
February 25, 2016 and March 24, 2016, which will be paid in cash on February 5, 2016, March 5, 2016 and April 5, 2016, respectively.
Holders of OP and LTIP Units are entitled to receive "distribution equivalents" at the same time as dividends are paid
to holders of our Class A common stock.
The declared dividends equal a monthly
dividend on the Class A common stock and the Class B common stock as follows: $0.096666 per share for the dividend paid to stockholders
of record as of January 25, 2016, $0.096667 per share for the dividend paid to stockholders of record as of February 25, 2016,
and March 24, 2016. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that
we will continue to declare dividends or at this rate.
Non-GAAP Financial Measures
The foregoing supplemental financial data
includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below.
Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not
be comparable.
Funds from Operations and Adjusted
Funds from Operations
Funds from operations attributable to
common stockholders (“FFO”) is a non-GAAP financial measure that is widely recognized as a measure of REIT
operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based
on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The
historical accounting convention used for real estate assets requires straight-line depreciation of buildings and
improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values
historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting
for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate
Investment Trusts, or (“NAREIT's”) definition, as net income, computed in accordance with GAAP, excluding gains
(or losses) from sales of property, plus depreciation and amortization of real estate assets, plus impairment write-downs of
depreciable real estate, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.
In addition to FFO, we use adjusted
funds from operations attributable to common stockholders (“AFFO”). AFFO is a computation made by analysts and
investors to measure a real estate company's operating performance by removing the effect of items that do not reflect
ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added to net
income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other
non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties, and
subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only, we
further adjust FFO to include any realized gains or losses on our real estate investments).
Our calculation of AFFO differs from the
methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported
by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash
items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to
be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating
performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various
ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful
measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly
incentive fee, if any, payable to our Manager.
Neither FFO nor AFFO is equivalent to net
income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent
amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations
or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator
of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
We have invested in fifteen additional
investments subsequent to September 30, 2014 and sold five properties that were owned during the quarter ended December 31, 2014.
The results presented in the table below are not directly comparable and should not be considered an indication of our future operating
performance (unaudited and dollars in thousands, except share and per share data).
| |
Three Months Ended | | |
Year Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | 2,558 | | |
$ | 635 | | |
$ | (5,172 | ) |
| |
| | | |
| | | |
| | | |
| | |
Common stockholders pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Real estate depreciation and amortization(1) | |
| 4,728 | | |
| 1,863 | | |
| 12,369 | | |
| 7,357 | |
Gain on sale of joint venture interests | |
| - | | |
| (6,113 | ) | |
| (5,320 | ) | |
| (6,560 | ) |
Gain on sale of real estate assets | |
| (2,640 | ) | |
| - | | |
| (2,640 | ) | |
| - | |
FFO Attributable to Common Stockholders | |
$ | 565 | | |
$ | (1,692 | ) | |
$ | 5,044 | | |
$ | (4,375 | ) |
| |
| | | |
| | | |
| | | |
| | |
Common stockholders pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Amortization of non-cash interest expense | |
| 83 | | |
| 91 | | |
| 326 | | |
| 241 | |
Acquisition and disposition costs | |
| 2,008 | | |
| 2,962 | | |
| 3,375 | | |
| 6,619 | |
Normally recurring capital expenditures | |
| (147 | ) | |
| (126 | ) | |
| (660 | ) | |
| (378 | ) |
Non-cash equity compensation | |
| 1,910 | | |
| 435 | | |
| 5,731 | | |
| 1,112 | |
Non-recurring interest income | |
| (121 | ) | |
| - | | |
| (121 | ) | |
| - | |
Non-recurring equity in earnings of unconsolidated joint ventures | |
| - | | |
| - | | |
| (289 | ) | |
| - | |
AFFO Attributable to Common Stockholders | |
$ | 4,298 | | |
$ | 1,670 | | |
$ | 13,406 | | |
$ | 3,219 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding-diluted | |
| 20,447,381 | | |
| 8,682,742 | | |
| 17,417,198 | | |
| 5,381,787 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
PER SHARE INFORMATION: | |
| | | |
| | | |
| | | |
| | |
FFO Attributable to Common Stockholders - diluted | |
$ | 0.03 | | |
$ | (0.19 | ) | |
$ | 0.29 | | |
$ | (0.81 | ) |
AFFO Attributable to Common Stockholders - diluted | |
$ | 0.21 | | |
$ | 0.19 | | |
$ | 0.77 | | |
$ | 0.60 | |
Pro forma AFFO Attributable to Common Stockholders - diluted (2) | |
$ | 0.35 | | |
| N/A | | |
| N/A | | |
| N/A | |
(1) The real estate depreciation and amortization
amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less amounts attributable
to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization, which is included
in earnings of our unconsolidated real estate joint venture investments.
(2) Pro forma AFFO attributable to common stockholders
for the three months ended December 31, 2015 assumes the following pipeline transactions had occurred on October 1, 2015: (i) investment
of approximately $33 million to acquire a 95% interest in Sorrel Phillips Creek Ranch Apartments and The Sovereign Apartments in
Texas which closed on October 29, 2015, (ii) investment of approximately $8 million to acquire a Class A asset the Company has
under contract in North Carolina; (iii) investment of approximately $10 million in convertible preferred equity in a development
asset the Company has under binding LOI in a target North Carolina market; (iv) investment of approximately $17 million in convertible
preferred equity in a development asset our Sponsor entity has under binding LOI in a target North Carolina market; (v) investment
of approximately $9 million in convertible preferred equity in a development asset our Sponsor entity has under binding LOI in
a target Texas market. Proforma guidance also assumes that $69.2 million of net proceeds from the October 2015 Follow On Offering
are invested 65% in stabilized properties at a 5.75% cap rate and 35% invested in convertible preferred equity development assets.
The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions,
as well as future investments to be made with funds we have available for investment, as if they had occurred at October 1, 2015,
based on information currently available to management and assumptions management has made with respect to our future pipeline.
The Company is providing no assurances that any of the above pending transactions are probable, or that they will close or that
management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly
impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing
reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above.
Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.
Earnings Before Interest, Income Taxes,
Depreciation and Amortization ("EBITDA")
EBITDA is defined as earnings before interest,
income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because
it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations
unclouded by non-cash items such as depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation
of net (loss) income applicable to common stockholders to EBITDA (unaudited and dollars in thousands).
| |
Three Months Ended | | |
Year Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | 2,558 | | |
$ | 635 | | |
$ | (5,172 | ) |
Net (loss) income attributable to noncontrolling interest | |
| (28 | ) | |
| 86 | | |
| 5,855 | | |
| (1,386 | ) |
Interest expense | |
| 3,391 | | |
| 2,613 | | |
| 11,366 | | |
| 8,576 | |
Depreciation and amortization | |
| 5,727 | | |
| 3,038 | | |
| 16,226 | | |
| 12,823 | |
Non-cash equity compensation | |
| 1,937 | | |
| 435 | | |
| 5,812 | | |
| 1,112 | |
Non-cash interest income | |
| (122 | ) | |
| - | | |
| (122 | ) | |
| - | |
Non-recurring equity in earnings of unconsolidated joint ventures | |
| - | | |
| - | | |
| - | | |
| - | |
Acquisition costs | |
| 2,100 | | |
| 851 | | |
| 3,509 | | |
| 4,378 | |
Loss on early extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| 880 | |
Gain on sale of joint venture interest | |
| - | | |
| - | | |
| - | | |
| (1,006 | ) |
Gain on sale of unconsolidated real estate joint venture interest | |
| - | | |
| (4,067 | ) | |
| (11,304 | ) | |
| (4,067 | ) |
Gain on sale of real estate assets | |
| (2,677 | ) | |
| - | | |
| (2,677 | ) | |
| - | |
EBITDA | |
$ | 8,805 | | |
$ | 5,514 | | |
$ | 29,422 | | |
$ | 16,138 | |
Recurring Capital Expenditures
We define recurring capital expenditures
as expenditures that are incurred at every property and exclude development, investment, revenue enhancing and non-recurring capital
expenditures.
Non-Recurring Capital Expenditures
We define non-recurring capital expenditures
as expenditures for significant projects that upgrade units or common areas and projects that are revenue enhancing.
Same Store Properties
Same store properties are conventional
multifamily residential apartments which were owned and operational for the entire periods presented, including each comparative
period.
Property Net Operating Income ("Property
NOI")
We believe that net operating income,
or NOI, is a useful measure of our operating performance. We define NOI as total property revenues less total property
operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for
calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an
operating perspective not immediately apparent from GAAP operating income or net income. We use NOI to evaluate our
performance on a same store and non-same store basis because NOI measures the core operations of property performance by
excluding corporate level expenses and other items not related to property operating performance and captures trends in
rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial
performance. The following table reflects same store and non-same store contributions to consolidated NOI together with a
reconciliation of NOI to net (loss) income as computed in accordance with GAAP for the periods presented (unaudited and
amounts in thousands):
| |
Three Months
Ended (1) | | |
Year Ended (2) | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net operating income | |
| | | |
| | | |
| | | |
| | |
Same store | |
| 4,573 | | |
| 3,991 | | |
| 8,072 | | |
| 7,367 | |
Non-same store | |
| 3,647 | | |
| 2,122 | | |
| 18,480 | | |
| 11,796 | |
Total net operating income | |
| 8,220 | | |
| 6,113 | | |
| 26,552 | | |
| 19,163 | |
Less: | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 3,448 | | |
| 2,560 | | |
| 11,429 | | |
| 8,620 | |
Total property income | |
| 4,772 | | |
| 3,553 | | |
| 15,123 | | |
| 10,543 | |
Less: | |
| | | |
| | | |
| | | |
| | |
Noncontrolling interest pro-rata share of property income | |
| 886 | | |
| 1,570 | | |
| 3,609 | | |
| 5,219 | |
Other income related to JV/MM entities | |
| 44 | | |
| 26 | | |
| 110 | | |
| 82 | |
Pro-rata share of total properties’ income | |
| 3,842 | | |
| 1,957 | | |
| 11,404 | | |
| 5,242 | |
Less pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 4,728 | | |
| 1,863 | | |
| 12,369 | | |
| 7,357 | |
Amortization of non-cash interest expense | |
| 83 | | |
| 91 | | |
| 326 | | |
| 241 | |
Line of credit interest, net | |
| - | | |
| - | | |
| - | | |
| 191 | |
Management fees | |
| 1,144 | | |
| 442 | | |
| 4,154 | | |
| 978 | |
Acquisition and disposition costs | |
| 2,008 | | |
| 2,962 | | |
| 3,375 | | |
| 6,619 | |
Corporate operating expenses | |
| 1,166 | | |
| 604 | | |
| 4,050 | | |
| 2,604 | |
Preferred dividends | |
| 1,153 | | |
| - | | |
| 1,153 | | |
| - | |
Add pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Other income | |
| 1 | | |
| 10 | | |
| 93 | | |
| 112 | |
Equity in operating earnings of unconsolidated joint ventures | |
| 2,276 | | |
| 440 | | |
| 6,605 | | |
| 904 | |
Gain on sale of joint venture interest | |
| - | | |
| 6,113 | | |
| 5,320 | | |
| 6,560 | |
Gain on sale of real estate assets | |
| 2,640 | | |
| - | | |
| 2,640 | | |
| - | |
Net (loss) income attributable to common stockholders | |
| (1,523 | ) | |
| 2,558 | | |
| 635 | | |
| (5,172 | ) |
(1) Same Store sales for the three months ended December 31,
2015 related to the following properties: Springhouse at Newport News, Enders Place at Baldwin Park, MDA Apartments, Village Green
of Ann Arbor, and Lansbrook Village.
(2) Same Store sales for the year ended December 31, 2015 related
to the following properties: Springhouse at Newport News, Enders Place at Baldwin Park and MDA Apartments.
Conference Call
All interested parties can listen to the
live conference call webcast at 12:00 PM ET on Wednesday, February 24, 2016 by dialing +1 (877) 270-2148 within the U.S., or +1
(412) 902-6510, and requesting the "Bluerock Residential Conference." For those who are not available to listen to the
live call, the webcast will be available for replay on the Company’s website two hours after the call concludes, and will
remain available until May 24, 2016 at http://services.choruscall.com/links/blue160224, as well as by dialing +1 (877)
344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10080675.
About Bluerock Residential Growth REIT,
Inc.
Bluerock Residential Growth REIT, Inc.
(NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality
apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company’s objective
is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations
and properties. BRG generally invests with strategic regional partners, including some of the best-regarded private owner-operators
in the United States, making it possible to operate as a local sharpshooter in each of its markets while enhancing off-market sourcing
capabilities. The Company is included in the Russell 2000 and Russell 3000 Indexes. BRG has elected to be taxed as a real estate
investment trust (REIT) for U.S. federal income tax purposes.
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. 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 March 4, 2015, 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.
Contact
(Media)
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com
Exhibit 99.2
![](http://www.sec.gov/Archives/edgar/data/1442626/000114420416083961/tcover.jpg)
Bluerock Residential Growth REIT, Inc.
Fourth Quarter 2015
Supplement Financial Information
(Unaudited)
Table of Contents
Fourth Quarter Earnings Release |
3 |
|
|
Financial and Operating Highlights |
13 |
|
|
Share and Dividend Information |
14 |
|
|
EBITDA and Interest Information |
15 |
|
|
Financial Statistics |
16 |
|
|
Recent Acquisitions and Pending Investments
and Dispositions |
17 |
|
|
Investments in Unconsolidated Real Estate Joint Ventures |
19 |
|
|
Portfolio Information |
20 |
|
|
Development Properties |
21 |
|
|
Condensed Consolidated Balance Sheets |
22 |
|
|
Consolidated Statements of Operations |
23 |
|
|
Reconciliation of Funds from Operations (FFO)
and Adjusted Funds from Operations (AFFO) |
24 |
|
|
Debt Summary Information |
25 |
|
|
First Quarter 2016 Outlook |
27 |
|
|
Definitions of Non-GAAP Financial Measures |
28 |
This
document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other
federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements
are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and
outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should
not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please
refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company
with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2015, and subsequent filings by the Company with
the SEC, including our periodic reports. We claim the safe harbor protection for forward looking statements contained in the Private
Securities Litigation Reform Act of 1995.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
![](http://www.sec.gov/Archives/edgar/data/1442626/000114420416083961/tex99-1_logo.jpg)
Corporate Headquarters
712 Fifth Ave., 9th Floor
New York, NY 10019
877.826.BLUE
PRESS RELEASE
For Immediate Release
Bluerock Residential Growth REIT Announces
Fourth Quarter 2015
AFFO per share of $0.21 exceeding Guidance
of $0.12 - $0.13
Pro Forma AFFO per share of $0.35 exceeding
Guidance of $0.26 - $0.28
New York, NY (February 24, 2016) –
Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”) announced today its financial results for the
quarter ended December 31, 2015.
Highlights
| • | Adjusted funds from operations attributable to common stockholders
(“AFFO”) grew 153% to $4.3 million for the quarter from $1.7 million for the prior year quarter. |
| • | AFFO per share is $0.21 for the fourth quarter of 2015 as compared
to $0.19 for the fourth quarter of 2014, and exceeded guidance of $0.12 - $0.13. |
| • | Total revenues grew 35% to $13.2 million for the quarter from $9.8
million for the prior year quarter as a result of significant investment activity in the past year. |
| • | Property Net Operating Income (NOI) grew 47% to $8.3 million for
the quarter, from $5.6 million in the prior year quarter. |
| • | Property NOI margins improved 550 basis points to 62.7% of revenue
for the quarter, from 57.2% of revenue in the prior year quarter. |
| • | Same store NOI increased 14.6% for the quarter, as compared to the
prior year quarter. |
| • | Net loss attributable to common stockholders for the fourth quarter
of 2015 was $1.5 million, as compared to a net income of $2.6 million in the prior year period. Net loss attributable to common
stockholders included non-cash expenses of $6.7 million in the fourth quarter vs. $2.4 million for the prior year period. |
| • | Consolidated real estate investments, at cost, increased 86% to $557
million at December 31, 2015 from $300 million at December 31, 2014. |
| • | The Company invested in four operating properties totaling 840 units
for a total purchase price of approximately $124.4 million during the fourth quarter. |
| • | The Company invested in three properties for the development of 930
units during the fourth quarter. |
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
| • | The Company paid the full amount of the fourth quarter’s management
fee and operating expense reimbursements, of $1.1 million and $0.1 million, respectively, in LTIP Units in lieu of cash payment.
This favorably impacted AFFO per share by $0.06 and pro forma AFFO per share by $0.06. |
| • | On October 21, 2015, the Company completed an underwritten offering
of 2,875,000 shares of 8.250% Series A Cumulative Redeemable Preferred Stock at a public offering price of $25.00 per share, including
the full exercise of the underwriter’s overallotment for gross proceeds of $71.9 million. |
| • | The Company declared a pro rata cash dividend on the 8.250% Series
A Cumulative Redeemable Preferred Stock of $0.4010 per share for the period from issuance to December 31, 2015. |
| • | The Company declared monthly dividends for the first quarter of 2016
equal to a quarterly rate of $0.29 per share on the Company's Class A and B common stock. This equates to a 9.8% annualized yield
based on the closing price of $11.85 for the Class A common stock as of December 31, 2015. |
Management Commentary
“Our solid financial and operating
performance contributed to strong fourth quarter results which exceeded our previously issued guidance,” said Ramin Kamfar,
the Company’s Chairman and CEO. “We had a very productive quarter on our pipeline completing the acquisitions of four
operating communities totaling 840 units and three development projects containing 930 units. We continue to see attractive opportunities
for future investment in our targeted high population and employment growth markets within the Sun Belt states.”
Fourth Quarter 2015 Acquisition Activity
| • | On October 29, 2015, the Company acquired a 95% interest in a Class
A, 352-unit apartment community located in Frisco, Texas, known as Sorrel. The total purchase price of the property was approximately
$55 million. |
| • | On October 29, 2015, the Company acquired a 95% interest in a Class
A, 322-unit apartment community located in Fort Worth, Texas, known as Sovereign. The total purchase price of the property was
approximately $44 million. |
| • | On November 30, 2015, the Company acquired a 100% interest in the
second phase of Park & Kingston Apartments, a Class AA, 2015 construction, 15-unit apartment community located in Charlotte,
North Carolina. The Company had previously acquired 153 of the community’s 168 units in March of 2015. The total purchase
price for the second phase of the property was approximately $3 million. |
| • | On December 14, 2015, the Company acquired a 100% interest in the
second phase of Ashton Reserve apartments, a Class A, 2015 construction, 151-unit apartment community located in Charlotte, North
Carolina. The Company had previously acquired 322 of the community’s 473 units in August of 2015. The total purchase price
for the second phase of the property was approximately $22 million. |
| • | On December 30, 2015, the Company made an additional investment to
increase its ownership in Lansbrook Village, a 602-unit apartment community in Palm Harbor, Florida from 77% to 90%. |
| • | On November 20, 2015, the Company made a convertible preferred equity
investment in a 301-unit to be built, Class A apartment community known as Domain, located in Garland, Texas, a suburb of the high-growth
Dallas-Fort Worth Metro market. This investment of approximately $19 million, of which approximately $4 million was funded as of
December 31, 2015, is structured to provide a 15% current return, with an option to convert into majority ownership of the underlying
asset upon stabilization. |
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
| • | On December 18, 2015, the Company made a convertible preferred equity
investment in a 245-unit to be built, Class A apartment community known as Lake Boone Trail, located in Raleigh, North Carolina.
This investment of approximately $17 million, of which approximately $10 million was funded as of December 31, 2015, is structured
to provide a 15% current return with an option to convert into majority ownership of the underlying property upon stabilization. |
| • | On December 18, 2015, the Company made an investment in a 384-unit
to be built, Class A apartment community located in Ft. Lauderdale, Florida. The Company has funded approximately $5 million of
this investment of approximately $47 million as of December 31, 2015. |
Pending Investments at December 31,
2015
| • | On January 5, 2016, the Company acquired 95% interests in two Southwest
Florida apartment communities, the 320-unit Citation Club apartment community in Sarasota, Florida and the 368-unit Summer Wind
apartments in Naples, Florida. The total purchase price for the properties was approximately $86 million with the Company
investing approximately $30 million. The properties will be rebranded as ARIUM at Palmer Ranch and ARIUM Gulfshore, respectively.
The Company’s underwriting assumes a stabilized cap rate of approximately 6.60% versus market cap rates for similar quality
product in the 5.0% - 5.5% range. |
| • | On January 6, 2016, the Company made an investment in a 283-unit
to-be-built Class A apartment community located in Charlotte, North Carolina known as West Morehead. This investment of approximately
$19 million is structured to provide a 15% current return on investment with an option to convert into majority ownership of the
underlying property upon stabilization. |
| • | The Company is under contract to purchase a Class A, 340-unit apartment
community located in Destin, Florida known as the Alexan Henderson Beach Apartments. This transaction is expected to close late
in the first quarter of 2016. The Company is investing approximately $17 million and assuming a $38 million loan for a 100% interest
in the property. |
Fourth Quarter 2015 Financial Results
AFFO for the fourth quarter of 2015 increased
by 153% to $4.3 million, or $0.21 per diluted share, as compared to $1.7 million, or $0.19 per share in the prior year period.
The increase in AFFO from the prior year period was driven primarily by increases in property NOI of $2.7 million and in income
of unconsolidated real estate joint ventures of $1.6 million caused by expanding the size of our portfolio, offset by higher interest
expense of $0.8 million.
Net loss attributable to common stockholders
for the fourth quarter of 2015 was $1.5 million, as compared to a net income of $2.6 million in the prior year period. The change
in net income / loss was primarily driven by positive increases in property NOI of $2.7 million and income of unconsolidated real
estate joint ventures of $1.6 million due to the increase in the size of the portfolio, and the gain on sale of real estate assets
of $2.7 million, as offset by related increases in general and administrative expenses of $0.6 million, management fees of $0.7
million, acquisition costs of $1.2 million, interest expense of $0.8 million, depreciation and amortization expense of $2.7 million,
along with a decrease in equity in gain on sale of real estate of unconsolidated subsidiaries of $4.1 million and an allocation
of $1.2 million for the Series A preferred shares.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Same Store Portfolio Performance
Same store NOI for the fourth
quarter of 2015 increased by 14.6% from the same period in the prior year. There was a 4.9% increase in same store property
revenues as compared to the same prior year period, primarily attributable to a 4.5% increase in average rent per occupied
unit, an additional 14 units at our Lansbrook property purchased in 2015, offset by a 50 basis point decrease in average
occupancy. Same store expenses were $2.6 million and $2.8 million, respectively.
Portfolio Summary
The following is a summary of our investments, operating properties
and convertible preferred equity investments, as of December 31, 2015:
Operating Properties | |
Location | |
Year
Built/ Renovated(1) | | |
Ownership
Interest | | |
Units | | |
Average
Rent | | |
%
Occupied | |
ARIUM Grandewood | |
Orlando, FL | |
| 2005 | | |
| 95 | % | |
| 306 | | |
$ | 1,184 | | |
| 97 | % |
ARIUM Palms | |
Orlando, FL | |
| 2008 | | |
| 95 | % | |
| 252 | | |
| 1,161 | | |
| 94 | % |
Ashton Reserve | |
Charlotte, NC | |
| 2012/2015 | | |
| 100 | % | |
| 473 | | |
| 968 | | |
| 92 | % |
Enders Place at Baldwin Park | |
Orlando, FL | |
| 2003 | | |
| 90 | % | |
| 220 | | |
| 1,595 | | |
| 97 | % |
Fox Hill | |
Austin, TX | |
| 2010 | | |
| 95 | % | |
| 288 | | |
| 1,145 | | |
| 98 | % |
Lansbrook Village | |
Palm Harbor, FL | |
| 2004 | | |
| 90 | % | |
| 602 | | |
| 1,182 | | |
| 93 | % |
MDA Apartments | |
Chicago, IL | |
| 2006 | | |
| 35 | % | |
| 190 | | |
| 2,251 | | |
| 92 | % |
Park & Kingston | |
Charlotte, NC | |
| 2015 | | |
| 96 | % | |
| 168 | | |
| 1,151 | | |
| 91 | % |
Sorrel | |
Frisco, TX | |
| 2015 | | |
| 95 | % | |
| 352 | | |
| 1,288 | | |
| 77 | % |
Sovereign | |
Fort Worth, TX | |
| 2015 | | |
| 95 | % | |
| 322 | | |
| 1,265 | | |
| 90 | % |
Springhouse at Newport News | |
Newport News, VA | |
| 1985 | | |
| 75 | % | |
| 432 | | |
| 837 | | |
| 93 | % |
Village Green of Ann Arbor | |
Ann Arbor, MI | |
| 2013 | | |
| 49 | % | |
| 520 | | |
| 1,167 | | |
| 91 | % |
Operating Properties Subtotal/Average(5) | |
| | | |
| | | |
| 4,125 | | |
$ | 1,200 | | |
| 93 | % |
Convertible Preferred Equity Investments |
|
| |
| | |
Anticipated
Ownership Interest
After Conversion(2) | | |
| | |
Pro Forma
Average Rent (2) | | |
| |
Alexan CityCentre
(3) | |
Houston, TX | |
| 2017 | | |
| 17 | % | |
| 340 | | |
$ | 2,144 | | |
| - | |
Alexan Southside Place
(3) | |
Houston, TX | |
| 2017/2018 | | |
| 62 | % | |
| 269 | | |
| 2,019 | | |
| - | |
Cheshire Bridge (3) | |
Atlanta, GA | |
| 2017 | | |
| 78 | % | |
| 285 | | |
| 1,559 | | |
| - | |
Domain Phase 1 (3) | |
Garland, TX | |
| 2017/2018 | | |
| 90 | % | |
| 301 | | |
| 1,425 | | |
| - | |
EOS (4) | |
Orlando, FL | |
| 2015 | | |
| 26 | % | |
| 296 | | |
| 1,211 | | |
| 51 | % |
Flagler Village (3) | |
Fort Lauderdale, FL | |
| 2018/2019 | | |
| | * | |
| 384 | | |
| 2,481 | | |
| - | |
Lake Boone Trail (3) | |
Raleigh, NC | |
| 2018 | | |
| 72 | % | |
| 245 | | |
| 1,402 | | |
| - | |
Whetstone (4) | |
Durham, NC | |
| 2015 | | |
| 93 | % | |
| 204 | | |
| 1,325 | | |
| 73 | % |
Convertible Preferred Equity Investments Subtotal/Average | | |
| | | |
| 2,324 | | |
$ | 1,752 | | |
| | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating Properties and Convertible Preferred Equity Investments Total/Average(5) | |
| 6,449 | | |
$ | 1,433 | | |
| | |
(1) All dates are for the year
construction was completed or expects to be completed, except MDA City Apartments, and Village Green of Ann Arbor, for which
the date represents the most recent year that a significant renovation program was completed.
(2) The Company has made a convertible preferred
equity investment in a multi-tiered joint venture that is convertible into a common membership interest. The preferred investment
earns a preferred return of 15%. Average rent represents pro forma average rent expected on stabilization.
(3) Property is currently in development.
(4) Property is currently in lease-up. Actual
rent, during leaseup, for EOS, Sorrel, and Whetstone were $1,165, $1,272, and $1,091, respectively, net of upfront leaseup concessions.
(5) Sorrel is in lease-up and is excluded from
Average Rent and % Occupied totals.
* The property is currently an equity method investment
with common ownership. The Company plans to restructure its ownership to a convertible preferred equity investment earning a preferred
return of 15% in 2016.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Q1 2016 Outlook
For the first quarter of 2016, the Company
anticipates AFFO in the range of $0.16 to $0.18 per share, and $0.26 to $0.28 per share on a pro forma basis. For assumptions underlying
earnings guidance, please see p. 27 of Company’s Q4 2015 Earnings Supplement available under Investor Relations on the Company’s
website (www.bluerockresidential.com). Pro forma AFFO is used for illustrative purposes only, is hypothetical and does not
represent historical performance or management’s estimates or projections for future performance.
Dividend Details
On January 13, 2016, our board of directors
authorized, and we declared, monthly dividends for the first quarter of 2016 equal to a quarterly rate of $0.29 per share on our
Class A common stock and $0.29 per share on our Class B common stock, payable to the stockholders of record as of January 25, 2016,
February 25, 2016 and March 24, 2016, which will be paid in cash on February 5, 2016, March 5, 2016 and April 5, 2016, respectively.
Holders of OP and LTIP Units are entitled to receive "distribution equivalents" at the same time as dividends are paid
to holders of our Class A common stock.
The declared dividends equal a monthly
dividend on the Class A common stock and the Class B common stock as follows: $0.096666 per share for the dividend paid to stockholders
of record as of January 25, 2016, $0.096667 per share for the dividend paid to stockholders of record as of February 25, 2016,
and March 24, 2016. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that
we will continue to declare dividends or at this rate.
Non-GAAP Financial Measures
The foregoing supplemental financial data
includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below.
Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not
be comparable.
Funds from Operations and Adjusted
Funds from Operations
Funds from operations attributable to
common shareholders (“FFO”) is a non-GAAP financial measure that is widely recognized as a measure of REIT
operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based
on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The
historical accounting convention used for real estate assets requires straight-line depreciation of buildings and
improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values
historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting
for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate
Investment Trusts, or (“NAREIT's”) definition, as net income, computed in accordance with GAAP, excluding gains
(or losses) from sales of property, plus depreciation and amortization of real estate assets, plus impairment write-downs of
depreciable real estate, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.
In addition to FFO, we use adjusted
funds from operations attributable to common shareholders (“AFFO”). AFFO is a computation made by analysts and
investors to measure a real estate company's operating performance by removing the effect of items that do not reflect
ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added to net
income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other
non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties, and
subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only, we
further adjust FFO to include any realized gains or losses on our real estate investments).
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Our calculation of AFFO differs from the
methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported
by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash
items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to
be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating
performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various
ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful
measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly
incentive fee, if any, payable to our Manager.
Neither FFO nor AFFO is equivalent to net
income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent
amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations
or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator
of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
We have invested in fifteen additional
investments subsequent to September 30, 2014 and sold five properties that were owned during the quarter ended December 31, 2014.
The results presented in the table below are not directly comparable and should not be considered an indication of our future operating
performance (unaudited and dollars in thousands, except share and per share data).
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
| |
Three Months Ended | | |
Year Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | 2,558 | | |
$ | 635 | | |
$ | (5,172 | ) |
| |
| | | |
| | | |
| | | |
| | |
Common stockholders pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Real estate depreciation and amortization(1) | |
| 4,728 | | |
| 1,863 | | |
| 12,369 | | |
| 7,357 | |
Gain on sale of joint venture interests | |
| - | | |
| (6,113 | ) | |
| (5,320 | ) | |
| (6,560 | ) |
Gain on sale of real estate assets | |
| (2,640 | ) | |
| - | | |
| (2,640 | ) | |
| - | |
FFO Attributable to Common Stockholders | |
$ | 565 | | |
$ | (1,692 | ) | |
$ | 5,044 | | |
$ | (4,375 | ) |
| |
| | | |
| | | |
| | | |
| | |
Common stockholders pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Amortization of non-cash interest expense | |
| 83 | | |
| 91 | | |
| 326 | | |
| 241 | |
Acquisition and disposition costs | |
| 2,008 | | |
| 2,962 | | |
| 3,375 | | |
| 6,619 | |
Normally recurring capital expenditures | |
| (147 | ) | |
| (126 | ) | |
| (660 | ) | |
| (378 | ) |
Non-cash equity compensation | |
| 1,910 | | |
| 435 | | |
| 5,731 | | |
| 1,112 | |
Non-recurring interest income | |
| (121 | ) | |
| - | | |
| (121 | ) | |
| - | |
Non-recurring equity in earnings of unconsolidated joint ventures | |
| - | | |
| - | | |
| (289 | ) | |
| - | |
AFFO Attributable to Common Stockholders | |
$ | 4,298 | | |
$ | 1,670 | | |
$ | 13,406 | | |
$ | 3,219 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding-diluted | |
| 20,447,381 | | |
| 8,682,742 | | |
| 17,417,198 | | |
| 5,381,787 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
PER SHARE INFORMATION: | |
| | | |
| | | |
| | | |
| | |
FFO Attributable to Common Stockholders - diluted | |
$ | 0.03 | | |
$ | (0.19 | ) | |
$ | 0.29 | | |
$ | (0.81 | ) |
AFFO Attributable to Common Stockholders - diluted | |
$ | 0.21 | | |
$ | 0.19 | | |
$ | 0.77 | | |
$ | 0.60 | |
Pro forma AFFO Attributable to Common Stockholders - diluted (2) | |
$ | 0.35 | | |
| N/A | | |
| N/A | | |
| N/A | |
(1) The real estate depreciation and amortization
amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less amounts attributable
to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization, which is included
in earnings of our unconsolidated real estate joint venture investments.
(2) Pro forma AFFO attributable to common stockholders
for the three months ended December 31, 2015 assumes the following pipeline transactions had occurred on October 1, 2015: (i) investment
of approximately $33 million to acquire a 95% interest in Sorrel Phillips Creek Ranch Apartments and The Sovereign Apartments in
Texas which closed on October 29, 2015, (ii) investment of approximately $8 million to acquire a Class A asset the Company has
under contract in North Carolina; (iii) investment of approximately $10 million in convertible preferred equity in a development
asset the Company has under binding LOI in a target North Carolina market; (iv) investment of approximately $17 million in convertible
preferred equity in a development asset our Sponsor entity has under binding LOI in a target North Carolina market; (v) investment
of approximately $9 million in convertible preferred equity in a development asset our Sponsor entity has under binding LOI in
a target Texas market. Proforma guidance also assumes that $69.2 million of net proceeds from the October 2015 Follow On Offering
are invested 65% in stabilized properties at a 5.75% cap rate and 35% invested in convertible preferred equity development assets.
The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions,
as well as future investments to be made with funds we have available for investment, as if they had occurred at October 1, 2015,
based on information currently available to management and assumptions management has made with respect to our future pipeline.
The Company is providing no assurances that any of the above pending transactions are probable, or that they will close or that
management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly
impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing
reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above.
Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Earnings Before Interest, Income Taxes,
Depreciation and Amortization ("EBITDA")
EBITDA is defined as earnings before interest,
income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because
it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations
unclouded by non-cash items such as depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation
of net (loss) income applicable to common stockholders to EBITDA (unaudited and dollars in thousands).
| |
Three Months Ended | | |
Year Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | 2,558 | | |
$ | 635 | | |
$ | (5,172 | ) |
Net (loss) income attributable to noncontrolling interest | |
| (28 | ) | |
| 86 | | |
| 5,855 | | |
| (1,386 | ) |
Interest expense | |
| 3,391 | | |
| 2,613 | | |
| 11,366 | | |
| 8,576 | |
Depreciation and amortization | |
| 5,727 | | |
| 3,038 | | |
| 16,226 | | |
| 12,823 | |
Non-cash equity compensation | |
| 1,937 | | |
| 435 | | |
| 5,812 | | |
| 1,112 | |
Non-cash interest income | |
| (122 | ) | |
| - | | |
| (122 | ) | |
| - | |
Non-recurring equity in earnings of unconsolidated joint ventures | |
| - | | |
| - | | |
| - | | |
| - | |
Acquisition costs | |
| 2,100 | | |
| 851 | | |
| 3,509 | | |
| 4,378 | |
Loss on early extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| 880 | |
Gain on sale of joint venture interest | |
| - | | |
| - | | |
| - | | |
| (1,006 | ) |
Gain on sale of unconsolidated real estate joint venture interest | |
| - | | |
| (4,067 | ) | |
| (11,304 | ) | |
| (4,067 | ) |
Gain on sale of real estate assets | |
| (2,677 | ) | |
| - | | |
| (2,677 | ) | |
| - | |
EBITDA | |
$ | 8,805 | | |
$ | 5,514 | | |
$ | 29,422 | | |
$ | 16,138 | |
Recurring Capital Expenditures
We define recurring capital expenditures
as expenditures that are incurred at every property and exclude development, investment, revenue enhancing and non-recurring capital
expenditures.
Non-Recurring Capital Expenditures
We define non-recurring capital expenditures
as expenditures for significant projects that upgrade units or common areas and projects that are revenue enhancing.
Same Store Properties
Same store properties are conventional
multifamily residential apartments which were owned and operational for the entire periods presented, including each comparative
period.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Property Net Operating Income ("Property
NOI")
We believe that net operating income,
or NOI, is a useful measure of our operating performance. We define NOI as total property revenues less total property
operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for
calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an
operating perspective not immediately apparent from GAAP operating income or net income. We use NOI to evaluate our
performance on a same store and non-same store basis because NOI measures the core operations of property performance by
excluding corporate level expenses and other items not related to property operating performance and captures trends in
rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial
performance. The following table reflects same store and non-same store contributions to consolidated NOI together with a
reconciliation of NOI to net (loss) income as computed in accordance with GAAP for the periods presented (unaudited and
amounts in thousands):
| |
Three Months
Ended (1) | | |
Year Ended (2) | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net operating income | |
| | | |
| | | |
| | | |
| | |
Same store | |
| 4,573 | | |
| 3,991 | | |
| 8,072 | | |
| 7,367 | |
Non-same store | |
| 3,647 | | |
| 2,122 | | |
| 18,480 | | |
| 11,796 | |
Total net operating income | |
| 8,220 | | |
| 6,113 | | |
| 26,552 | | |
| 19,163 | |
Less: | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| 3,448 | | |
| 2,560 | | |
| 11,429 | | |
| 8,620 | |
Total property income | |
| 4,772 | | |
| 3,553 | | |
| 15,123 | | |
| 10,543 | |
Less: | |
| | | |
| | | |
| | | |
| | |
Noncontrolling interest pro-rata share of property income | |
| 886 | | |
| 1,570 | | |
| 3,609 | | |
| 5,219 | |
Other income related to JV/MM entities | |
| 44 | | |
| 26 | | |
| 110 | | |
| 82 | |
Pro-rata share of total properties’ income | |
| 3,842 | | |
| 1,957 | | |
| 11,404 | | |
| 5,242 | |
Less pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 4,728 | | |
| 1,863 | | |
| 12,369 | | |
| 7,357 | |
Amortization of non-cash interest expense | |
| 83 | | |
| 91 | | |
| 326 | | |
| 241 | |
Line of credit interest, net | |
| - | | |
| - | | |
| - | | |
| 191 | |
Management fees | |
| 1,144 | | |
| 442 | | |
| 4,154 | | |
| 978 | |
Acquisition and disposition costs | |
| 2,008 | | |
| 2,962 | | |
| 3,375 | | |
| 6,619 | |
Corporate operating expenses | |
| 1,166 | | |
| 604 | | |
| 4,050 | | |
| 2,604 | |
Preferred dividends | |
| 1,153 | | |
| - | | |
| 1,153 | | |
| - | |
Add pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Other income | |
| 1 | | |
| 10 | | |
| 93 | | |
| 112 | |
Equity in operating earnings of unconsolidated joint ventures | |
| 2,276 | | |
| 440 | | |
| 6,605 | | |
| 904 | |
Gain on sale of joint venture interest | |
| - | | |
| 6,113 | | |
| 5,320 | | |
| 6,560 | |
Gain on sale of real estate assets | |
| 2,640 | | |
| - | | |
| 2,640 | | |
| - | |
Net (loss) income attributable to common stockholders | |
| (1,523 | ) | |
| 2,558 | | |
| 635 | | |
| (5,172 | ) |
(1) Same Store sales for the three months ended December 31,
2015 related to the following properties: Springhouse at Newport News, Enders Place at Baldwin Park, MDA Apartments, Village Green
of Ann Arbor, and Lansbrook Village.
(2) Same Store sales for the year ended December 31, 2015 related
to the following properties: Springhouse at Newport News, Enders Place at Baldwin Park and MDA Apartments.
Bluerock Residential Growth REIT, Inc.
Fourth Quarter Earnings
Conference Call
All interested parties can listen to the
live conference call webcast at 12:00 PM ET on Wednesday, February 24, 2016 by dialing +1 (877) 270-2148 within the U.S., or +1
(412) 902-6510, and requesting the "Bluerock Residential Conference." For those who are not available to listen to the
live call, the webcast will be available for replay on the Company’s website two hours after the call concludes, and will
remain available until May 24, 2016 at http://services.choruscall.com/links/blue160224, as well as by dialing +1 (877)
344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10080675.
About Bluerock Residential Growth REIT,
Inc.
Bluerock Residential Growth REIT, Inc.
(NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality
apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company’s objective
is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations
and properties. BRG generally invests with strategic regional partners, including some of the best-regarded private owner-operators
in the United States, making it possible to operate as a local sharpshooter in each of its markets while enhancing off-market sourcing
capabilities. The Company is included in the Russell 2000 and Russell 3000 Indexes. BRG has elected to be taxed as a real estate
investment trust (REIT) for U.S. federal income tax purposes.
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. 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 March 4, 2015, 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.
Contact
(Media)
Josh Hoffman
(208) 475.2380
jhoffman@bluerockre.com
Bluerock Residential Growth REIT, Inc.
Financial and Operating Highlights
For the Three and Twelve Months Ended December 31, 2015
and 2014
(Unaudited and dollars in thousands except for share and per
share data)
| |
Three Months Ended | | |
| | |
Year Ended | | |
| |
| |
December 31, | | |
| | |
December 31, | | |
| |
OPERATING INFORMATION | |
2015 | | |
2014 | | |
% Change | | |
2015 | | |
2014 | | |
% Change | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Total revenue | |
$ | 13,200 | | |
$ | 9,815 | | |
| 34.5 | % | |
$ | 44,255 | | |
$ | 30,363 | | |
| 45.8 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Property NOI margins | |
| 62.7 | % | |
| 57.2 | % | |
| 9.6 | % | |
| 59.7 | % | |
| 56.5 | % | |
| 5.7 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Property NOI | |
$ | 8,273 | | |
$ | 5,611 | | |
| 47.4 | % | |
$ | 26,404 | | |
$ | 17,150 | | |
| 54.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses as a percentage of revenue(1) | |
| 3.0 | % | |
| 3.5 | % | |
| -14.3 | % | |
| 4.4 | % | |
| 5.5 | % | |
| -20.0 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
AFFO attributable to common shareholders per share(2) | |
$ | 0.21 | | |
$ | 0.19 | | |
| 10.5 | % | |
$ | 0.77 | | |
$ | 0.60 | | |
| 28.3 | % |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Pro forma AFFO attributable to common shareholders per share(3) | |
$ | 0.35 | | |
| N/A | | |
| - | | |
| N/A | | |
| N/A | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Dividend per share | |
$ | 0.29 | | |
$ | 0.29 | | |
| - | | |
$ | 1.16 | | |
$ | 0.92 | | |
| - | |
(1) General and administrative expenses exclude
non-cash expense, such as non-cash equity compensation.
(2)
See page 28 for the Company's definition of this non-GAAP measurement and reasons for using it.
(3) Pro forma AFFO for the three months ended December
31, 2015 assumes the following pipeline transactions had occurred on October 1, 2015: (i) investment of approximately $33 million
to acquire a 95% interest in Sorrel Phillips Creek Ranch Apartments and The Sovereign Apartments in Texas which closed on October
29, 2015, (ii) investment of approximately $8 million to acquire a Class A asset the Company has under contract in North Carolina;
(iii) investment of approximately $10 million in convertible preferred equity in a development asset the Company has under binding
LOI in a target North Carolina market; (iv) investment of approximately $17 million in convertible preferred equity in a development
asset our Sponsor entity has under binding LOI in a target North Carolina market; (v) investment of approximately $9 million in
convertible preferred equity in a development asset our Sponsor entity has under binding LOI in a target Texas market. Proforma
guidance also assumes that $69.2 million of net proceeds from the October 2015 Follow On Offering are invested 65% in stabilized
properties at a 5.75% cap rate and 35% invested in convertible preferred equity development assets. The pro forma guidance is
being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments
to be made with funds we have available for investment, as if they had occurred at October 1, 2015, based on information currently
available to management and assumptions management has made with respect to our future pipeline. The Company is providing no assurances
that any of the above pending transactions are probable, or that they will close or that management will identify or acquire investments
consistent with our pipeline assumptions, and the failure to do so would significantly impact proforma guidance. The actual timing
of these investments, if and when made, will vary materially from the assumed timing reflected in the proforma guidance, and actual
quarterly results will differ significantly from the proforma guidance shown above. Investors should not rely on pro forma guidance
as a forecast of the actual performance of the Company.
Bluerock Residential Growth REIT, Inc.
Share and Dividend Information
Fourth Quarter 2015
(Unaudited and dollars in thousands except for share and per
share data)
Weighted Average Common Shares and Units Outstanding for the quarter ended December
31, 2015 |
Class A common stock | |
| 19,201,792 | |
Class B-3 common stock | |
| 353,629 | |
LTIP Units | |
| 891,960 | |
OP Units | |
| 288,213 | |
Weighted Average Common Shares and Units Outstanding,
Diluted | |
| 20,735,594 | |
| |
| | |
Outstanding Common Shares and Units at December 31,
2015 | |
| 20,793,704 | |
| |
| | |
Common Dividend Yield | |
| | |
Annualized dividend rate per share (1) | |
$ | 1.16 | |
Price per share (2) | |
$ | 11.85 | |
Annualized dividend yield | |
| 9.79 | % |
(1) Annualized rate based on $0.29 quarterly dividend
for the quarter ending December 31, 2015, paid monthly. Actual dividend amounts will be determined by the Board of Directors.
(2) Closing share price of $11.85 as of December
31, 2015.
Bluerock Residential Growth REIT, Inc.
EBITDA and Interest Information
Fourth Quarter 2015
(Unaudited and dollars in
thousands)
| |
Consolidated | | |
Noncontrolling Interests' Share | | |
BRG's Share | |
| |
Three Months Ended | | |
Three Months Ended | | |
Three Months Ended | |
| |
December 31, 2015 | | |
December 31, 2015 | | |
December 31, 2015 | |
Q4 EBITDA CALCULATION | |
| | | |
| | | |
| | |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | - | | |
$ | (1,523 | ) |
Net (loss) income attributable to noncontrolling interest | |
| (28 | ) | |
| 28 | | |
| - | |
Interest expense | |
| 3,391 | | |
| (849 | ) | |
| 2,542 | |
Acquisition costs | |
| 2,100 | | |
| (91 | ) | |
| 2,009 | |
Depreciation and amortization | |
| 5,727 | | |
| (999 | ) | |
| 4,728 | |
Non-cash equity compensation | |
| 1,937 | | |
| (27 | ) | |
| 1,910 | |
Non-recurring interest income | |
| (122 | ) | |
| 1 | | |
| (121 | ) |
Non-recurring equity in earnings of unconsolidated joint ventures | |
| - | | |
| - | | |
| - | |
EBITDA including gain on sale of real estate and other assets | |
$ | 11,482 | | |
$ | (1,937 | ) | |
$ | 9,545 | |
(Gain) loss on sale of real estate and other assets | |
| (2,677 | ) | |
| 37 | | |
| (2,640 | ) |
EBITDA (1) | |
$ | 8,805 | | |
$ | (1,900 | ) | |
$ | 6,905 | |
| |
| | | |
| | | |
| | |
Adjusted Q4 EBITDA calculation (2) | |
| | | |
| | | |
| | |
EBITDA | |
$ | 8,805 | | |
$ | (1,900 | ) | |
$ | 6,905 | |
Adjustment | |
| 754 | | |
| 156 | | |
| 910 | |
Adjusted Q4 EBITDA | |
$ | 9,559 | | |
$ | (1,744 | ) | |
$ | 7,815 | |
Adjusted Q4 EBITDA annualized | |
$ | 38,236 | | |
$ | (6,976 | ) | |
$ | 31,260 | |
| |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
Adjusted Q4 interest calculation (2)(3) | |
| | | |
| | | |
| | |
Interest Expense | |
$ | 3,451 | | |
$ | (885 | ) | |
$ | 2,566 | |
Adjustment | |
| 211 | | |
| 57 | | |
| 268 | |
Adjusted Q4 interest expense | |
$ | 3,662 | | |
$ | (828 | ) | |
$ | 2,834 | |
Adjusted Q4 interest expense annualized | |
$ | 14,648 | | |
$ | (3,312 | ) | |
$ | 11,336 | |
(1) See page 29 for a reconciliation of net income
applicable to common shares to EBITDA and the Company's definition of EBITDA and reasons for using it.
(2) Adjustment to EBITDA and interest expense represents
the estimated impact over the full period of the following acquisition and disposition transaction activity assuming the transactions
had occurred on October 1, 2015: (i) acquisition of Ashton II, Sorrel, Sovereign, and Park and Kingston II, (ii) additional ownership
interest in Lansbrook, (iii) preferred investments in Cheshire, Domain, and Lake Boone, and (iv) the sale of North Park Towers.
Actual results may differ significantly from the presented, adjusted amounts including annualized amounts.
(3) Interest expense excludes fair market value
adjustments and amortization of deferred financing costs.
Bluerock Residential Growth REIT, Inc.
Financial Statistics
Fourth Quarter 2015
(Unaudited and dollars in
thousands except for share and per share data)
| |
| | |
Noncontrolling | | |
| |
| |
Consolidated | | |
Interests' Share | | |
BRG's Share | |
| |
Three Months Ended | | |
Three Months Ended | | |
Three Months Ended | |
| |
December 31, 2015 | | |
December 31, 2015 | | |
December 31, 2015 | |
| |
| | |
| | |
| |
Interest Coverage Ratio | |
| | | |
| | | |
| | |
Adjusted Q4 EBITDA * | |
$ | 9,559 | | |
$ | (1,744 | ) | |
$ | 7,815 | |
Adjusted Q4 interest expense (4) * | |
$ | 3,662 | | |
$ | (828 | ) | |
$ | 2,834 | |
Interest Coverage Ratio | |
| 2.61 x | | |
| | | |
| 2.76 x | |
| |
| | | |
| | | |
| | |
Quarterly Fixed Charge Coverage Ratio | |
| | | |
| | | |
| | |
Adjusted Q4 interest expense (4) * | |
$ | 3,662 | | |
$ | (828 | ) | |
$ | 2,834 | |
Secured debt principal amortization | |
$ | 375 | | |
$ | (131 | ) | |
$ | 244 | |
Total fixed charges | |
$ | 4,037 | | |
$ | (959 | ) | |
$ | 3,078 | |
Adjusted Q4 EBITDA * | |
$ | 9,559 | | |
$ | (1,744 | ) | |
$ | 7,815 | |
Adjusted Q4 EBITDA fixed charge coverage ratio | |
| 2.37 x | | |
| | | |
| 2.54 x | |
| |
| | | |
| | | |
| | |
Net Debt / Adjusted EBITDA Ratio | |
| | | |
| | | |
| | |
Total debt (1) | |
$ | 382,017 | | |
$ | (71,402 | ) | |
$ | 310,615 | |
Less: cash (3) | |
$ | (80,629 | ) | |
$ | 2,906 | | |
$ | (77,723 | ) |
Net debt (less cash) | |
$ | 301,388 | | |
$ | (68,496 | ) | |
$ | 232,892 | |
Adjusted Q4 EBITDA (annualized)* | |
$ | 38,236 | | |
$ | (6,976 | ) | |
$ | 31,260 | |
Net Debt / Adjusted EBITDA Ratio | |
| 7.88 x | | |
| | | |
| 7.45 x | |
| |
| | | |
| | | |
| | |
Leverage as a Percentage of assets | |
| | | |
| | | |
| | |
Total debt (1) | |
$ | 382,017 | | |
$ | (71,402 | ) | |
$ | 310,615 | |
Total undepreciated assets (2) | |
$ | 726,199 | | |
$ | (111,095 | ) | |
$ | 615,104 | |
Total Debt / Total Undepreciated Assets | |
| 52.6 | % | |
| | | |
| 50.5 | % |
Net Debt / Total Undepreciated Assets | |
| 41.5 | % | |
| | | |
| 37.9 | % |
| |
| | | |
| | | |
| | |
Leverage as a Percentage of Enterprise Value | |
| | | |
| | | |
| | |
Total market cap (5) | |
$ | 242,784 | | |
$ | - | | |
$ | 242,784 | |
Total debt (1) | |
$ | 382,017 | | |
$ | (71,402 | ) | |
$ | 310,615 | |
Total Enterprise Value | |
$ | 624,801 | | |
$ | (71,402 | ) | |
$ | 553,399 | |
Total Debt / Total Enterprise Value | |
| 61.1 | % | |
| | | |
| 56.1 | % |
Net Debt / Total Enterprise Value | |
| 48.2 | % | |
| | | |
| 42.1 | % |
(1) Total debt excludes amortization of fair market
value adjustments of $1.6 million.
(2) Total undepreciated assets is
calculated as total assets plus accumulated depreciation on real estate assets.
(3) Cash includes cash, cash equivalents, and restricted
cash.
(4) Interest expense excludes fair market value
adjustments and amortization of deferred financing costs.
(5) Total market cap is calculated by using common
shares and equivalents (LTIP Units) times the December 31, 2015 closing share price.
* Adjustment to EBITDA and interest expense represents the
estimated impact over the full period of the following acquisition and disposition transaction activity assuming the transactions
had occurred on October 1, 2015: (i) acquisition of Ashton II, Sorrel, Sovereign, and Park and Kingston II, (ii) additional ownership
interest in Lansbrook, (iii) preferred investments in Cheshire, Domain, and Lake Boone, and (iv) the sale of North Park Towers.
Actual results may differ significantly from the presented, adjusted amounts including annualized amounts. See prior page for
calculations.
Bluerock Residential Growth REIT, Inc.
Recent Acquisitions and Pending Investments
(Unaudited and dollars in
millions, except unit and per unit data)
Summary of Recent Acquisitions and Pending Investments
| |
| |
| | |
| | |
| | |
Ownership | | |
| | |
| |
| |
| |
| | |
| | |
Number of | | |
Interest in | | |
Purchase | | |
| |
Property | |
Location | |
Date of Investment | | |
Date Built | | |
Units | | |
Property | | |
Price | | |
Average Rent(5) | |
Recent Acquisitions | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Alexan
Southside Place(1)(2) | |
Houston, TX | |
| 1/12/2015 | | |
| 2017/2018 | | |
| 269 | | |
| * | | |
$ | 48.6 | | |
$ | 2,019 | |
Park
& Kingston(7) | |
Charlotte, NC | |
| 3/16/2015 | | |
| 2015 | | |
| 168 | | |
| 96.4 | % | |
| 30.7 | | |
| 1,151 | |
Fox Hill | |
Austin, TX | |
| 3/26/2015 | | |
| 2010 | | |
| 288 | | |
| 94.6 | % | |
| 38.2 | | |
| 1,145 | |
Whetstone(1) | |
Durham, NC | |
| 5/20/2015 | | |
| 2015 | | |
| 204 | | |
| * | | |
| 35.6 | | |
| 1,325 | |
Cheshire
Bridge(1)(2) | |
Atlanta, GA | |
| 5/29/2015 | | |
| 2017 | | |
| 285 | | |
| * | | |
| 48.7 | | |
| 1,559 | |
Ashton
Reserve(8) | |
Charlotte, NC | |
| 8/19/2015 | | |
| 2012/2015 | | |
| 473 | | |
| 100.0 | % | |
| 66.6 | | |
| 968 | |
ARIUM Palms | |
Orlando, FL | |
| 8/20/2015 | | |
| 2008 | | |
| 252 | | |
| 95.0 | % | |
| 37.0 | | |
| 1,161 | |
Sorrel | |
Frisco, TX | |
| 10/29/2015 | | |
| 2015 | | |
| 352 | | |
| 95.0 | % | |
| 55.3 | | |
| 1,288 | |
Sovereign | |
Fort Worth, TX | |
| 10/29/2015 | | |
| 2015 | | |
| 322 | | |
| 95.0 | % | |
| 44.4 | | |
| 1,265 | |
Domain
Phase 1(1)(2) | |
Garland, TX | |
| 11/20/2015 | | |
| 2017/2018 | | |
| 301 | | |
| * | | |
| 18.6 | | |
| 1,425 | |
Flagler
Village(2) | |
Ft. Lauderdale, FL | |
| 12/18/2015 | | |
| 2018/2019 | | |
| 384 | | |
| * | | |
| 46.8 | | |
| 2,481 | |
Lake
Boone Trail(1)(2) | |
Raleigh, NC | |
| 12/18/2015 | | |
| 2018 | | |
| 245 | | |
| * | | |
| 16.8 | | |
| 1,402 | |
Total/Average for recent
acquisitions | |
| |
| | | |
| | | |
| 3,543 | | |
| | | |
$ | 487.3 | | |
$ | 1,472 | |
Pending Investments at December 31, 2015 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
ARIUM
Gulfshore(3) | |
Naples, FL | |
| | | |
| 1989 | | |
| 368 | | |
| 95.0 | % | |
| 47.0 | | |
| 1,071 | |
ARIUM
at Palmer Ranch(3) | |
Sarasota, FL | |
| | | |
| 1990 | | |
| 320 | | |
| 95.0 | % | |
| 39.3 | | |
| 1,110 | |
West
Morehead(3) | |
Charlotte, NC | |
| | | |
| 2017/2018 | | |
| 283 | | |
| * | | |
| 18.7
(6) | | |
| 1,601 | |
Henderson Beach | |
Destin, FL | |
| | | |
| 2009 | | |
| 340 | | |
| 100.0%
(4) | | |
| 53.7 | | |
| 1,265 | |
Total/Average for pending
investments | |
| |
| | | |
| | | |
| 1,311 | | |
| | | |
$ | 158.7 | | |
$ | 1,245 | |
Total recent acquisitions
and pending investments | |
| |
| | | |
| | | |
| 4,854 | | |
| | | |
$ | 646.0 | | |
$ | 1,407 | |
(1) Represents a preferred convertible equity investment
which pays a preferred return of 15% and is convertible to common equity at BRG's option upon stabilization.
(2) Property is currently under development. Purchase
price represents current development cost budget. Average rents are based on current underwriting.
(3) ARIUM Gulfshore and ARIUM at Palmer Ranch were
acquired on January 5, 2016. West Morehead was acquired on January 6, 2016.
(4) Represents expected ownership percentage.
(5) Average rent represents the average monthly
rent of occupied units during the quarter. The average rent for Alexan Southside Place, Whetstone, Cheshire Bridge and the pending
investments is pro forma based on current underwriting.
(6) Represents estimated convertible preferred equity
investment.
(7) Park & Kingston Phase II was acquired on
November 30, 2015 and included an additional 15 units at a 100% ownership interest and a purchase price of $2.87 million.
(8) Ashton Reserve includes the acquisition on December
14, 2015 of Ashton II consisting of 151 units for a purchase price of $21.8 million.
* The Company has made or plans to make a convertible preferred
equity investment in a multi-tiered joint venture that is convertible into a common membership interest. The preferred investment
earns or will earn a preferred return of 15%.
Bluerock Residential Growth REIT, Inc.
Recent Dispositions
(Unaudited and dollars in
millions, except unit and per unit data)
Summary of Recent Dispositions
Property | |
Location | |
Date Sold | |
Number of
Units | | |
Ownership
Interest in
Property | | |
Sale Price | | |
BRG Net
Proceeds | | |
IRR | | |
Return on
Capital | |
23Hundred @ Berry Hill | |
Nashville, TN | |
1/14/2015 | |
| 266 | | |
| 19.8 | % | |
$ | 61.2 | | |
$ | 7.3 | | |
| 60 | % | |
| 282 | % |
Villas at Oak Crest | |
Chattanooga, TN | |
9/1/2015 | |
| 209 | | |
| 67.2 | % | |
$ | 18.5 | | |
$ | 3.4 | | |
| 21 | % | |
| 129 | % |
North Park Towers | |
Southfield, MI | |
10/16/2015 | |
| 313 | | |
| 100.0 | % | |
$ | 18.2 | | |
$ | 6.6 | | |
| 41 | % | |
| 169 | % |
Bluerock Residential Growth REIT, Inc.
Investments in Unconsolidated Real Estate Joint Ventures
(Unaudited and dollars in
millions, except unit and per unit data)
Multifamily Community
Name | |
Location | |
Number of
Units | | |
Investment as
of September 30, 2015 | | |
Additional
Investments (Dispositions) during the quarter | | |
Investment
as of December 31, 2015 | | |
Preferred
Return | | |
Income Earned
during the quarter | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| |
Alexan CityCentre | |
Houston, TX | |
| 340 | | |
$ | 6,505 | | |
| | | |
$ | 6,505 | | |
| 15 | % | |
$ | 246 | |
Alexan Southside | |
Houston, TX | |
| 269 | | |
| 17,322 | | |
| | | |
| 17,322 | | |
| 15 | % | |
| 655 | |
Cheshire Bridge | |
Atlanta, GA | |
| 285 | | |
| 15,639 | | |
| 721 | | |
| 16,360 | | |
| 15 | % | |
| 596 | |
Domain Phase 1 | |
Garland, TX | |
| 301 | | |
| - | | |
| 3,806 | | |
| 3,806 | | |
| 15 | % | |
| 64 | |
EOS | |
Orlando, FL | |
| 296 | | |
| 3,629 | | |
| | | |
| 3,629 | | |
| 15 | % | |
| 137 | |
Flagler Village | |
Fort Lauderdale, FL | |
| 384 | | |
| - | | |
| 5,451 | | |
| 5,451 | | |
| * | | |
| (5 | ) |
Lake Boone Trail | |
Raleigh, NC | |
| 245 | | |
| - | | |
| 9,919 | | |
| 9,919 | | |
| 15 | % | |
| 44 | |
Whetstone | |
Durham, NC | |
| 204 | | |
| 12,231 | | |
| | | |
| 12,231 | | |
| 15 | % | |
| 462 | |
| |
| |
| 2,324 | | |
$ | 55,326 | | |
$ | 19,897 | | |
$ | 75,223 | | |
| | | |
$ | 2,199 | |
Multifamily Community Name | |
Location | |
Number
of Units | | |
Investment
as of January 1, 2015 | | |
Additional
Investments (Dispositions) during the year | | |
Investment
as
of December
31, 2015 | | |
Preferred
Return | | |
Income
Earned during the year | |
| |
| |
| | |
| | |
| | |
| | |
| | |
| |
23Hundred @ Berry Hill | |
Nashville, TN | |
| 266 | | |
$ | 4,906 | | |
$ | (4,906 | ) | |
$ | - | | |
| - | | |
| (31 | )** |
Alexan CityCentre | |
Houston, TX | |
| 340 | | |
| 6,505 | | |
$ | - | | |
| 6,505 | | |
| 15 | % | |
| 976 | |
Alexan Southside | |
Houston, TX | |
| 269 | | |
| - | | |
$ | 17,322 | | |
| 17,322 | | |
| 15 | % | |
| 1,996 | |
Cheshire Bridge | |
Atlanta, GA | |
| 285 | | |
| - | | |
$ | 16,360 | | |
| 16,360 | | |
| 15 | % | |
| 1,383 | |
Domain Phase 1 | |
Garland, TX | |
| 301 | | |
| - | | |
$ | 3,806 | | |
| 3,806 | | |
| 15 | % | |
| 64 | |
EOS | |
Orlando, FL | |
| 296 | | |
| 3,629 | | |
$ | - | | |
| 3,629 | | |
| 15 | % | |
| 544 | |
Flagler Village | |
Fort Lauderdale, FL | |
| 384 | | |
| - | | |
$ | 5,451 | | |
| 5,451 | | |
| * | | |
| (5 | ) |
Lake Boone Trail | |
Raleigh, NC | |
| 245 | | |
| - | | |
$ | 9,919 | | |
| 9,919 | | |
| 15 | % | |
| 44 | |
Villas at Oak Crest | |
Chattanooga, TN | |
| 209 | | |
| 3,170 | | |
$ | (3,170 | ) | |
| - | | |
| 15 | % | |
| 489 | |
Whetstone | |
Durham, NC | |
| 204 | | |
| - | | |
$ | 12,231 | | |
| 12,231 | | |
| 15 | % | |
| 1,131 | |
Other | |
| |
| | | |
| 121 | | |
$ | (121 | ) | |
| - | | |
| | | |
| (1 | ) |
| |
| |
| 2,799 | | |
$ | 18,331 | | |
$ | 56,892 | | |
$ | 75,223 | | |
| | | |
$ | 6,590 | |
* The property is currently an equity method investment with
common ownership. The Company's intent in 2016 is to have a preferred equity investment in the property.
** The Company’s pro rata share of gain from the sale
of Berry Hill was $5.3 million before disposition expenses of $0.1 million.
Bluerock Residential Growth REIT, Inc.
Portfolio Information
Fourth Quarter 2015
(Unaudited)
Properties | |
Location | |
Number of
Units | | |
Year
Built/
Renovated(2) | | |
Average
Monthly Rent(6) | | |
Revenue
per
Occupied Unit(9) | | |
Average
Occupancy | |
Operating Properties: | |
| |
| | |
| | |
| | |
| | |
| |
ARIUM Grandewood | |
Orlando, FL | |
| 306 | | |
| 2005 | | |
$ | 1,184 | | |
$ | 1,228 | | |
| 95.7 | % |
ARIUM Palms | |
Orlando, FL | |
| 252 | | |
| 2008 | | |
| 1,161 | | |
| 1,183 | | |
| 93.8 | % |
Ashton Reserve | |
Charlotte, NC | |
| 473 | | |
| 2012/2015 | | |
| 968 | | |
| 984 | | |
| 92.9 | % |
Enders Place at Baldwin Park | |
Orlando, FL | |
| 220 | | |
| 2003 | | |
| 1,595 | | |
| 1,633 | | |
| 97.4 | % |
EOS | |
Orlando, FL | |
| 296 | | |
| 2015 | | |
| 1,211 | (7) | |
| N/A | | |
| N/A | |
Fox Hill | |
Austin, TX | |
| 288 | | |
| 2010 | | |
| 1,145 | | |
| 1,198 | | |
| 97.2 | % |
Lansbrook Village | |
Palm Harbor, FL | |
| 602 | | |
| 2004 | (3) | |
| 1,182 | | |
| 1,228 | | |
| 94.3 | % |
MDA Apartments | |
Chicago, IL | |
| 190 | | |
| 2006 | (4) | |
| 2,251 | | |
| 2,267 | | |
| 94.6 | % |
Park & Kingston | |
Charlotte, NC | |
| 168 | | |
| 2015 | | |
| 1,151 | | |
| 1,167 | | |
| 93.8 | % |
Sorrel | |
Frisco, TX | |
| 352 | | |
| 2015 | | |
| 1,288 | (7) | |
| N/A | | |
| N/A | |
Sovereign | |
Fort Worth, TX | |
| 322 | | |
| 2015 | | |
| 1,265 | | |
| 1,319 | | |
| 89.2 | % |
Springhouse at Newport News | |
Newport News, VA | |
| 432 | | |
| 1985 | | |
| 837 | | |
| 852 | | |
| 95.4 | % |
Village Green of Ann Arbor | |
Ann Arbor, MI | |
| 520 | | |
| 2013 | (5) | |
| 1,167 | | |
| 1,202 | | |
| 94.1 | % |
Whetstone | |
Durham, NC | |
| 204 | | |
| 2015 | | |
| 1,325 | (7) | |
| N/A | | |
| N/A | |
Total Operating Properties | |
| |
| 4,625 | | |
| | | |
| 1,200 | (8) | |
| 1,233 | | |
| 94.4 | % |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Development Properties: | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Alexan CityCentre | |
Houston, TX | |
| 340 | | |
| 2017 | | |
| 2,144 | (7) | |
| N/A | | |
| N/A | |
Alexan Southside Place | |
Houston, TX | |
| 269 | | |
| 2017/2018 | | |
| 2,019 | (7) | |
| N/A | | |
| N/A | |
Cheshire Bridge | |
Atlanta, GA | |
| 285 | | |
| 2017 | | |
| 1,559 | (7) | |
| N/A | | |
| N/A | |
Domain Phase 1 | |
Garland, TX | |
| 301 | | |
| 2017/2018 | | |
| 1,425 | (7) | |
| N/A | | |
| N/A | |
Flagler Village | |
Fort Lauderdale, FL | |
| 384 | | |
| 2018/2019 | | |
| 2,481 | (7) | |
| N/A | | |
| N/A | |
Lake Boone Trail | |
Raleigh, NC | |
| 245 | | |
| 2018 | | |
| 1,402 | (7) | |
| N/A | | |
| N/A | |
Total Development Properties | |
| |
| 1,824 | | |
| | | |
| 1,887 | | |
| N/A | | |
| N/A | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total Operating and
Development Properties | |
| |
| 6,449 | | |
| | | |
$ | 1,433 | (8) | |
$ | 1,233 | | |
| 94.4 | % |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Pending Properties: | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
ARIUM Gulfshore(1) | |
Naples, FL | |
| 368 | | |
| 1989 | | |
| 1,071 | | |
| N/A | | |
| N/A | |
ARIUM at Palmer Ranch(1) | |
Sarasota, FL | |
| 320 | | |
| 1990 | | |
| 1,110 | | |
| N/A | | |
| N/A | |
West Morehead(1) | |
Charlotte, NC | |
| 283 | | |
| 2017/2018 | | |
| 1,601 | | |
| N/A | | |
| N/A | |
Henderson Beach | |
Destin, FL | |
| 340 | | |
| 2009 | | |
| 1,265 | | |
| N/A | | |
| N/A | |
Total Pending Properties | |
| |
| 1,311 | | |
| | | |
$ | 1,245 | | |
| N/A | | |
| N/A | |
| |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total Portfolio Including
Pending Properties | |
| |
| 7,760 | | |
| | | |
| $ 1,396 | (8) | |
$ | 1,233 | | |
| 94.4 | % |
(1)ARIUM Gulfshore and ARIUM at Palmer Ranch were
acquired on January 5, 2016. West Morehead was acquired on January 6, 2016.
(2)Represents the year of the most recently completed
significant renovation or year built if there have been no significant renovations.
(3)The Lansbrook property was constructed in rolling
phases from 1998 to 2004.
(4)The MDA property’s
original structure was built in 1929 as an office building and underwent a complete rehabilitation in 2006, converting the structure
into a high-rise apartment community.
(5)The Village Green property was constructed in
rolling phases from 1989 to 1992 and renovated in 2013.
(6)Average monthly rent per unit represents the
average monthly rent of occupied units during the period. The average rent for EOS, Sorrel, Whetstone, the properties in lease
up, and the pending investments is pro forma based on current underwriting.
(7)Represents expected pro forma rent based on current
underwriting upon stabilization.
(8)Total excludes EOS, Sorrel, and Whetstone as
the properties are in lease-up. Actual average rents were $1,165, $1,272, and $1,091, respectively, net of upfront leaseup concessions.
(9)Revenue per occupied unit is total revenue divided
by average number of occupied units during the period.
Bluerock Residential Growth REIT, Inc.
Development Properties
As of December 31, 2015
(Unaudited and dollars in
thousands except for share and per share data)
This table includes forward-looking statements based on
current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could
cause results to vary from those projected. Please see the paragraph on forward-looking statements on page 2 of this document
for a discussion of risks and uncertainties.
| |
| | |
| | |
| | |
| | |
Estimated/Actual
Dates for | |
Under Construction(1) | |
Total Units | | |
Total Estimated
Construction
Cost | | |
Cost to Date | | |
Total Available
Financing | | |
Construction
Start | | |
Initial
Occupancy | | |
Construction
Completion | | |
Stabilized
Operations(2) | |
Alexan CityCentre | |
| 340 | | |
$ | 81.8 | | |
$ | 31.8 | | |
$ | 57.0 | | |
| 4Q14 | | |
| 1Q17 | | |
| 4Q17 | | |
| 1Q18 | |
Alexan Southside Place | |
| 269 | | |
$ | 48.6 | | |
$ | 4.2 | | |
$ | 31.6 | | |
| 4Q15 | | |
| 3Q17 | | |
| 2Q18 | | |
| 4Q18 | |
Cheshire Bridge | |
| 285 | | |
$ | 48.7 | | |
$ | 9.7 | | |
$ | 36.5 | | |
| 4Q15 | | |
| 1Q17 | | |
| 3Q17 | | |
| 4Q17 | |
Domain Phase 1 | |
| 301 | | |
$ | 47.2 | | |
$ | 4.3 | | |
$ | 33.1 | | |
| 2Q16 | | |
| 2Q17 | | |
| 2Q18 | | |
| 4Q18 | |
Flagler Village | |
| 384 | | |
$ | 126.6 | | |
$ | 6.1 | | |
$ | 88.6 | | |
| 1Q17 | | |
| 2Q18 | | |
| 2Q19 | | |
| 4Q19 | |
Lake Boone Trail | |
| 245 | | |
$ | 39.6 | | |
$ | 6.8 | | |
$ | 25.8 | | |
| 3Q16 | | |
| 1Q18 | | |
| 3Q18 | | |
| 2Q19 | |
(1) Properties are under development and the Company
holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization,
except Flagler Village.
(2) We defined stabilized occupancy as the earlier
of the attainment of 90% physical occupancy or one year after the completion of construction.
Bluerock Residential Growth REIT, Inc.
Condensed Consolidated Balance Sheets
Fourth Quarter 2015
(Dollars in thousands except
for share and per share data)
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | |
ASSETS | |
| | | |
| | |
Net Real Estate Investments | |
| | | |
| | |
Land | |
$ | 65,057 | | |
$ | 37,909 | |
Building and improvements | |
| 474,608 | | |
| 240,074 | |
Furniture, fixtures and equipment | |
| 17,155 | | |
| 6,481 | |
Total Gross Operating Real Estate Investments | |
| 556,820 | | |
| 284,464 | |
Accumulated depreciation | |
| (23,437 | ) | |
| (10,992 | ) |
Total Net Operating Real Estate Investments | |
| 533,383 | | |
| 273,472 | |
Operating real estate held for sale, net | |
| - | | |
| 14,939 | |
Total Net Real Estate Investments | |
| 533,383 | | |
| 288,411 | |
Cash and cash equivalents | |
| 68,960 | | |
| 23,059 | |
Restricted cash | |
| 11,669 | | |
| 11,091 | |
Due from affiliates | |
| 861 | | |
| 570 | |
Accounts receivable, prepaid and other assets | |
| 6,742 | | |
| 753 | |
Investments in unconsolidated real estate joint ventures | |
| 75,223 | | |
| 18,331 | |
In-place lease intangible assets, net | |
| 2,389 | | |
| 745 | |
Deferred financing costs, net | |
| 3,535 | | |
| 2,199 | |
Non-real estate assets associated with operating real
estate held for sale | |
| - | | |
| 927 | |
Total Assets | |
$ | 702,762 | | |
$ | 346,086 | |
| |
| | | |
| | |
| |
| | | |
| | |
LIABILITIES AND EQUITY | |
| | | |
| | |
Mortgages payable | |
$ | 383,637 | | |
$ | 201,343 | |
Mortgage payable associated with operating real estate
held for sale | |
| - | | |
| 11,500 | |
Accounts payable | |
| 587 | | |
| 634 | |
Other accrued liabilities | |
| 7,013 | | |
| 3,345 | |
Due to affiliates | |
| 1,485 | | |
| 1,946 | |
Distributions payable | |
| 3,163 | | |
| 889 | |
Liabilities associated with operating real estate held
for sale | |
| - | | |
| 418 | |
Total Liabilities | |
| 395,885 | | |
| 220,075 | |
| |
| | | |
| | |
8.250% Series A Cumulative Redeemable Preferred Stock,
liquidation preference $25.00 per share, | |
| | | |
| | |
2,875,000 and no shares authorized as of December 31,
2015 and 2014, 2,875,000 and none issued | |
| | | |
| | |
and outstanding, respectively | |
| 69,165 | | |
| - | |
Series B Redeemable Preferred Stock, liquidation preference
$1,000 per share, 150,000 and no shares | |
| | | |
| | |
authorized at December 31, 2015 and 2014, respectively,
none issued and outstanding | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders' Equity | |
| | | |
| | |
Preferred stock, $0.01 par value, 246,975,000 shares authorized;
none issued and outstanding as of | |
| | | |
| | |
December 31, 2015 and December 31, 2014 | |
| - | | |
| - | |
Common stock - Class A, $0.01 par value, 747,586,185 shares
authorized; 19,202,112 and 7,531,188 | |
| | | |
| | |
shares issued and outstanding as of December 31, 2015
and December 31, 2014, respectively | |
| 192 | | |
| 75 | |
Common stock - Class B-1, $0.01 par value, 804,605 shares
authorized; no and 353,630 shares issued | |
| | | |
| | |
and outstanding as of December 31, 2015 and December 31, 2014, respectively | |
| - | | |
| 4 | |
Common stock - Class B-2, $0.01 par value, 804,605 shares
authorized; no and 353,630 shares issued | |
| | | |
| | |
and outstanding as of December 31, 2015 and December 31,
2014, respectively | |
| - | | |
| 4 | |
Common stock - Class B-3, $0.01 par value, 804,605 shares
authorized; 353,629 shares issued and | |
| | | |
| | |
outstanding | |
| 4 | | |
| 4 | |
Additional paid-in-capital | |
| 248,484 | | |
| 113,511 | |
Distributions in excess of cumulative earnings | |
| (41,495 | ) | |
| (21,213 | ) |
Total Stockholders' Equity | |
| 207,185 | | |
| 92,385 | |
| |
| | | |
| | |
Noncontrolling Interests | |
| | | |
| | |
Operating partnership units | |
| 2,908 | | |
| 2,949 | |
Partially owned properties | |
| 27,619 | | |
| 30,677 | |
Total Noncontrolling Interests | |
| 30,527 | | |
| 33,626 | |
Total Equity | |
| 237,712 | | |
| 126,011 | |
TOTAL LIABILITIES AND EQUITY | |
$ | 702,762 | | |
$ | 346,086 | |
Bluerock Residential Growth REIT, Inc.
Consolidated Statements of Operations
For the Three and Twelve Months Ended December 31, 2015
and 2014
(Dollars in thousands except
for share and per share data)
| |
Three Months Ended | | |
Year Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Revenues | |
(Unaudited) | | |
(Unaudited) | | |
| | |
| |
Net rental income | |
$ | 12,648 | | |
$ | 9,444 | | |
$ | 42,259 | | |
$ | 29,198 | |
Other property revenues | |
| 552 | | |
| 371 | | |
| 1,996 | | |
| 1,165 | |
Total revenues | |
| 13,200 | | |
| 9,815 | | |
| 44,255 | | |
| 30,363 | |
Expenses | |
| | | |
| | | |
| | | |
| | |
Property operating | |
| 4,927 | | |
| 4,204 | | |
| 17,851 | | |
| 13,213 | |
General and administrative | |
| 1,196 | | |
| 645 | | |
| 4,108 | | |
| 2,694 | |
Management fees | |
| 1,133 | | |
| 456 | | |
| 4,185 | | |
| 1,004 | |
Acquisition costs | |
| 2,100 | | |
| 851 | | |
| 3,509 | | |
| 4,378 | |
Depreciation and amortization | |
| 5,727 | | |
| 3,038 | | |
| 16,226 | | |
| 12,639 | |
Total expenses | |
| 15,083 | | |
| 9,194 | | |
| 45,879 | | |
| 33,928 | |
Operating (loss) income | |
| (1,883 | ) | |
| 621 | | |
| (1,624 | ) | |
| (3,565 | ) |
Other income (expense) | |
| | | |
| | | |
| | | |
| | |
Other income | |
| - | | |
| - | | |
| 62 | | |
| 185 | |
Equity in income of unconsolidated real estate joint ventures | |
| 2,199 | | |
| 575 | | |
| 6,590 | | |
| 1,066 | |
Gain on sale of unconsolidated real estate joint venture
interest | |
| - | | |
| 4,067 | | |
| 11,304 | | |
| 4,067 | |
Gain on sale of real estate assets | |
| 2,677 | | |
| - | | |
| 2,677 | | |
| - | |
Interest expense, net | |
| (3,391 | ) | |
| (2,613 | ) | |
| (11,366 | ) | |
| (8,427 | ) |
Total other income (expense) | |
| 1,485 | | |
| 2,029 | | |
| 9,267 | | |
| (3,109 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income from continuing operations | |
| (398 | ) | |
| 2,650 | | |
| 7,643 | | |
| (6,674 | ) |
| |
| | | |
| | | |
| | | |
| | |
Discontinued operations | |
| | | |
| | | |
| | | |
| | |
(Loss) income on operations of rental property | |
| - | | |
| (6 | ) | |
| - | | |
| (10 | ) |
Loss on early extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| (880 | ) |
Gain on sale of joint venture interest | |
| - | | |
| - | | |
| - | | |
| 1,006 | |
(Loss) income from discontinued operations | |
| - | | |
| (6 | ) | |
| - | | |
| 116 | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
| (398 | ) | |
| 2,644 | | |
| 7,643 | | |
| (6,558 | ) |
| |
| | | |
| | | |
| | | |
| | |
Income allocated to preferred shares | |
| (1,153 | ) | |
| - | | |
| (1,153 | ) | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net (loss) income attributable to noncontrolling interests | |
| | | |
| | | |
| | | |
| | |
Operating partnership units | |
| (21 | ) | |
| 84 | | |
| 35 | | |
| (238 | ) |
Partially-owned properties | |
| (7 | ) | |
| 2 | | |
| 5,820 | | |
| (1,148 | ) |
Net (loss) income attributable to noncontrolling interest | |
| (28 | ) | |
| 86 | | |
| 5,855 | | |
| (1,386 | ) |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | 2,558 | | |
$ | 635 | | |
$ | (5,172 | ) |
Bluerock Residential Growth REIT, Inc.
Reconciliation of Funds from Operations (FFO) and Adjusted
Funds from Operations (AFFO) Attributable to Common Stockholders
For the Three and Twelve Months Ended December 31, 2015
and 2014
(Unaudited
and dollars in thousands except for share and per share data)
| |
Three Months Ended | | |
Year Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | 2,558 | | |
$ | 635 | | |
$ | (5,172 | ) |
| |
| | | |
| | | |
| | | |
| | |
Common stockholders pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Real estate depreciation and amortization(1) | |
| 4,728 | | |
| 1,863 | | |
| 12,369 | | |
| 7,357 | |
Gain on sale of joint venture interests | |
| - | | |
| (6,113 | ) | |
| (5,320 | ) | |
| (6,560 | ) |
Gain on sale of real estate assets | |
| (2,640 | ) | |
| - | | |
| (2,640 | ) | |
| - | |
FFO Attributable to Common Stockholders(2) | |
$ | 565 | | |
$ | (1,692 | ) | |
$ | 5,044 | | |
$ | (4,375 | ) |
| |
| | | |
| | | |
| | | |
| | |
Common stockholders pro-rata share of: | |
| | | |
| | | |
| | | |
| | |
Amortization of non-cash interest expense | |
| 83 | | |
| 91 | | |
| 326 | | |
| 241 | |
Acquisition and disposition costs | |
| 2,008 | | |
| 2,962 | | |
| 3,375 | | |
| 6,619 | |
Normally recurring capital expenditures | |
| (147 | ) | |
| (126 | ) | |
| (660 | ) | |
| (378 | ) |
Non-cash equity compensation | |
| 1,910 | | |
| 435 | | |
| 5,731 | | |
| 1,112 | |
Non-recurring interest income | |
| (121 | ) | |
| - | | |
| (121 | ) | |
| - | |
Non-recurring equity in earnings of unconsolidated
joint ventures | |
| - | | |
| - | | |
| (289 | ) | |
| - | |
AFFO Attributable to Common Stockholders(2) | |
$ | 4,298 | | |
$ | 1,670 | | |
$ | 13,406 | | |
$ | 3,219 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding - diluted(3) | |
| 20,447,381 | | |
| 8,682,742 | | |
| 17,417,198 | | |
| 5,381,787 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
PER SHARE INFORMATION: | |
| | | |
| | | |
| | | |
| | |
FFO Attributable to Common Stockholders - diluted | |
$ | 0.03 | | |
$ | (0.19 | ) | |
$ | 0.29 | | |
$ | (0.81 | ) |
| |
| | | |
| | | |
| | | |
| | |
AFFO Attributable to Common Stockholders - diluted | |
$ | 0.21 | | |
$ | 0.19 | | |
$ | 0.77 | | |
$ | 0.60 | |
| |
| | | |
| | | |
| | | |
| | |
Pro forma AFFO Attributable to Common Stockholders - diluted (4) | |
$ | 0.35 | | |
| N/A | | |
| N/A | | |
| N/A | |
(1) The real estate depreciation
and amortization amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less
amounts attributable to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization,
which is included in earnings of our unconsolidated real estate joint venture investments.
(2) See page 28 for the Company's
definitions of these non-GAAP measurements. Individual line items included in FFO attributable to common shareholders and AFFO
attributable to common shareholders calculations include results from discontinued operations where applicable.
(3) Total weighted average shares
for the quarter, including OP units of 288,213 was 20,735,595. AFFO related to the OP units is excluded from the calculation above.
When including both, AFFO attributable to OP units and 288,213 of OP units in the weighted average share count, in the above calculation,
AFFO is $0.21 per share.
(4) Pro forma AFFO attributable to common stockholders
for the three months ended December 31, 2015 assumes the following pipeline transactions had occurred on October 1, 2015: (i)
investment of approximately $33 million to acquire a 95% interest in Sorrel Phillips Creek Ranch Apartments and The Sovereign
Apartments in Texas which closed on October 29, 2015, (ii) investment of approximately $8 million to acquire a Class A asset the
Company has under contract in North Carolina; (iii) investment of approximately $10 million in convertible preferred equity in
a development asset the Company has under binding LOI in a target North Carolina market; (iv) investment of approximately $17
million in convertible preferred equity in a development asset our Sponsor entity has under binding LOI in a target North Carolina
market; (v) investment of approximately $9 million in convertible preferred equity in a development asset our Sponsor entity has
under binding LOI in a target Texas market. Proforma guidance also assumes that $69.2 million of net proceeds from the October
2015 Follow On Offering are invested 65% in stabilized properties at a 5.75% cap rate and 35% invested in convertible preferred
equity development assets. The pro forma guidance is being presented solely for purposes of illustrating the potential impact
of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they
had occurred at October 1, 2015, based on information currently available to management and assumptions management has made with
respect to our future pipeline. The Company is providing no assurances that any of the above pending transactions are probable,
or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and
the failure to do so would significantly impact proforma guidance. The actual timing of these investments, if and when made, will
vary materially from the assumed timing reflected in the proforma guidance, and actual quarterly results will differ significantly
from the proforma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance
of the Company.
Bluerock Residential Growth REIT, Inc.
Debt Summary Information
As of December 31, 2015
(Unaudited and dollars in thousands except for share and per
share data)
Debt Outstanding
| |
Outstanding Principal | | |
Interest Rate | | |
Fixed/ Floating | |
Maturity Date |
ARIUM Grandewood | |
$ | 29,444 | | |
| 1.91 | % | |
Floating (1) | |
December 1, 2024 |
ARIUM Palms | |
| 24,999 | | |
| 2.46 | % | |
Floating (2) | |
September 1, 2022 |
Ashton I | |
| 31,900 | | |
| 4.67 | % | |
Fixed | |
December 1, 2025 |
Ashton II | |
| 15,270 | | |
| 2.92 | % | |
Floating (3) | |
January 1, 2026 |
Enders Place at Baldwin Park(4) | |
| 25,155 | | |
| 4.30 | % | |
Fixed | |
November 1, 2022 |
Fox Hill | |
| 26,705 | | |
| 3.57 | % | |
Fixed | |
April 1, 2022 |
Lansbrook Village | |
| 43,628 | | |
| 4.41 | % | |
Blended (5) | |
March 31, 2018 |
MDA Apartments | |
| 37,600 | | |
| 5.35 | % | |
Fixed | |
January 1, 2023 |
Park & Kingston | |
| 15,250 | | |
| 3.21 | % | |
Fixed | |
April 1, 2020 |
Sorrel | |
| 38,684 | | |
| 2.53 | % | |
Floating (6) | |
May 1, 2023 |
Sovereign | |
| 28,880 | | |
| 3.46 | % | |
Fixed | |
November 10, 2022 |
Springhouse at Newport News | |
| 22,176 | | |
| 5.66 | % | |
Fixed | |
January 1, 2020 |
Village Green of Ann Arbor | |
| 42,326 | | |
| 3.92 | % | |
Fixed | |
October 1, 2022 |
Total | |
| 382,017 | | |
| | | |
| |
|
Fair value adjustments | |
| 1,620 | | |
| | | |
| |
|
Total | |
$ | 383,637 | | |
| | | |
| |
|
| |
| | | |
| | | |
| |
|
Weighted Average Interest Rate | |
| 3.80 | % | |
| | | |
| |
|
(1) ARIUM Grandewood Senior Loan bears interest
at a floating rate of 1.67% plus one month LIBOR. At December 31, 2015, the interest rate was 1.91%.
(2) ARIUM Palms loan bears interest at a floating
rate of 2.22% plus one month LIBOR. At December 31, 2015, the interest rate was 2.46%.
(3) Ashton II loan bears interest at a floating
rate of 2.62% plus one month LIBOR. At December 31, 2015, the interest rate was 2.92%.
(4) The principal includes a $17.2 million loan
at a 3.97% interest rate and a $8.0 million supplemental loan at a 5.01% interest rate.
(5) The principal balance includes the initial advance
of $42.0 million at a fixed rate of 4.45% and an additional advance of $1.6 million that bears interest at a floating rate of
three month LIBOR plus 3.00%. At December 31, 2015, the additional advance had an interest rate of 3.38%.
(6) Sorrel loan bears interest at a floating rate
of 2.29% plus one month LIBOR. At December 31, 2015, the interest rate was 2.53%.
Debt Maturity Schedule
Year | |
Fixed Rate | | |
Floating Rate | | |
Total | | |
% of Total | |
2016 | |
$ | 2,598 | | |
$ | 24 | | |
$ | 2,622 | | |
| 0.69 | % |
2017 | |
| 3,482 | | |
| 32 | | |
| 3,514 | | |
| 0.92 | % |
2018 | |
| 44,183 | | |
| 1,572 | | |
| 45,755 | | |
| 11.98 | % |
2019 | |
| 3,866 | | |
| 835 | | |
| 4,701 | | |
| 1.23 | % |
2020 | |
| 39,561 | | |
| 1,707 | | |
| 41,268 | | |
| 10.80 | % |
Thereafter | |
| 178,302 | | |
| 105,855 | | |
| 284,157 | | |
| 74.38 | % |
| |
$ | 271,992 | | |
$ | 110,025 | | |
$ | 382,017 | | |
| 100.00 | % |
Fair Value Adjustments | |
| 1,620 | | |
| - | | |
| 1,620 | | |
| | |
Total | |
$ | 273,612 | | |
$ | 110,025 | | |
$ | 383,637 | | |
| | |
Bluerock Residential Growth REIT, Inc.
Debt Summary Information Continued
As of December 31, 2015
(Unaudited and dollars in thousands except for share and per
share data)
| |
Amounts | | |
% of Total | | |
Weighted Average
Rates | | |
Weighted Average
Maturities (years) | |
Secured Fixed Rate Debt | |
$ | 273,612 | | |
| 71.3 | % | |
| 4.35 | % | |
| 6.1 | |
Secured Floating Rate Debt | |
| 110,025 | | |
| 28.7 | % | |
| 2.41 | % | |
| 7.9 | |
Total: | |
$ | 383,637 | | |
| 100.0 | % | |
| 3.80 | % | |
| 6.6 | |
Bluerock Residential Growth REIT, Inc.
2016 First Quarter Outlook
(Unaudited and dollars in thousands except for per share data)
| |
2016 First Quarter Outlook | |
| |
($ in thousands except
per share amounts) | |
| |
Q1 - Projected | | |
Q1 - Proforma
(7) | |
Earnings | |
| | | |
| | |
Adjusted Funds From Operations Attributable to Common Stockholders per share | |
| $0.16 - $0.18 | | |
| $0.26 - $0.28 | |
| |
| | | |
| | |
Operations | |
| | | |
| | |
Revenue (1) | |
| $16,080 - $16,370 | | |
| $17,760 - $18,050 | |
Property Operating Margin | |
| 55.8% - 58.8% | | |
| 57.8% - 60.4% | |
Interest expense | |
$ | 4,190 | | |
$ | 4,650 | |
General and administrative expenses as percentage of revenue (2) | |
| 3.9% - 3.8% | | |
| 3.6% - 3.5% | |
Management fees | |
$ | 1,210 | | |
$ | 1,210 | |
Depreciation and amortization expense | |
$ | 7,690 | | |
| * | |
Depreciation and amortization recapture (3) | |
| 86.4 | % | |
| * | |
Equity in operating earnings in unconsolidated subsidiaries (4) | |
$ | 2,760 | | |
$ | 3,890 | |
Noncontrolling interest (5) | |
| 7.9% - 2.2% | | |
| 15.1% - 1.3% | |
Recurring capex (6) | |
| $240 - $210 | | |
| $270 - $240 | |
* Amount is indeterminable.
(1) Revenue includes only property level revenues
and excludes income from preferred investments, which flow through the "Equity in operating earnings of unconsolidated subsidiaries"
line item.
(2) General and administrative expenses exclude
non-cash expenses, such as non-cash equity compensation.
(3) Represents estimated recapture of the Company's
pro-rata share of depreciation for AFFO purposes and excludes depreciation and amortization on forecasted acquisitions.
(4) Represents the Company's share of income from
unconsolidated subsidiaries including preferred investment income.
(5) Represents estimated net income/loss (excluding
non-cash equity compensation, gain on sale of real estate assets, acquisition costs and depreciation on forecasted acquisitions)
attributable to non-controlling interest of OP unit holders and joint venture partner interests.
(6) Estimate of the Company's pro-rata share of
recurring capital expenditures for AFFO purposes.
(7) Pro forma guidance assumes the following pipeline
transactions had occurred on January 1, 2016: (i) investment of approximately $30 million to acquire a 95% interest in the Citation
Club at Palmer Ranch Apartments and Summerwind Apartments in Florida which closed on January 5, 2016, (ii) initial investment
of approximately $12 million in convertible preferred equity in the West Morehead development asset in Charlotte, North Carolina
market, which closed on January 6, 2016; (iii) investment of approximately $10 million in convertible preferred equity in the
development asset target Texas market; (iv) investment of approximately $7 million in convertible preferred equity in a development
asset our Company Sponsor has under a pre-development cost share agreement, which contractually entitles us to invest, in a target
Florida market; (v) investment of approximately $17 million in a Class A asset the Company has under contract in Florida. The
pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions,
as well as future investments to be made with funds we have available for investment, as if they had occurred at January 1, 2016,
based on information currently available to management and assumptions management has made with respect to our future pipeline.
The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management
will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact
proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected
in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above. Investors
should not rely on pro forma guidance as a forecast of the actual performance of the Company.
Bluerock Residential Growth REIT, Inc.
Definitions of Non-GAAP
Financial Measures
The foregoing supplemental financial data
includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below.
Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore,
not be comparable.
Funds from Operations and Adjusted
Funds from Operations
Funds from operations attributable to
common stockholders (“FFO”), is a non-GAAP financial measure that is widely recognized as a measure of REIT
operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is
based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The
historical accounting convention used for real estate assets requires straight-line depreciation of buildings and
improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values
historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting
for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate
Investment Trusts, or (“NAREIT's”), definition, as net income, computed in accordance with GAAP, excluding gains
(or losses) from sales of property, plus depreciation and amortization of real estate assets, plus impairment write-downs of
depreciable real estate, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for
unconsolidated partnerships and joint ventures will be calculated to reflect FFO on the same basis.
In addition to FFO, we use
adjusted funds from operations attributable to common stockholders (“AFFO”). AFFO is a computation made by
analysts and investors to measure a real estate company's operating performance by removing the effect of items that do not
reflect ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added
to net income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other
non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties,
and subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only,
we further adjust FFO to include any realized gains or losses on our real estate investments).
Our calculation of AFFO differs from the
methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported
by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash
items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to
be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating
performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various
ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful
measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly
incentive fee, if any, payable to our Manager.
Neither FFO nor AFFO is equivalent to
net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent
amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations
or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator
of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.
We have invested in fifteen additional
investments subsequent to September 30, 2014 and sold five properties that were owned during the quarter ended December 31, 2014.
The results presented in the table below are not directly comparable and should not be considered an indication of our future
operating performance (unaudited and dollars in thousands, except share and per share data).
Recurring Capital Expenditures
We define recurring capital expenditures
as expenditures that are incurred at every property and exclude development, investment, revenue enhancing and non-recurring capital
expenditures.
Non-Recurring Capital Expenditures
We define non-recurring capital expenditures
as expenditures for significant projects that upgrade units or common areas and projects that are revenue enhancing.
Same Store Properties
Same store properties are conventional
multifamily residential apartments which were owned and operational for the entire periods presented.
Bluerock Residential Growth REIT, Inc.
Definitions of Non-GAAP Financial Measures
(Unaudited and dollars in thousands except for share and per
share data)
Earnings Before Interest, Income Taxes, Depreciation and
Amortization ("EBITDA")
EBITDA is defined as earnings before interest,
income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because
it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations
unclouded by non-cash items such as depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation
of net (loss) income applicable to common shares to EBITDA.
| |
Three Months Ended | | |
Year Ended | |
| |
December 31, | | |
December 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Net (loss) income attributable to common stockholders | |
$ | (1,523 | ) | |
$ | 2,558 | | |
$ | 635 | | |
$ | (5,172 | ) |
Net (loss) income attributable to noncontrolling interest | |
| (28 | ) | |
| 86 | | |
| 5,855 | | |
| (1,386 | ) |
Interest expense | |
| 3,391 | | |
| 2,613 | | |
| 11,366 | | |
| 8,576 | |
Depreciation and amortization | |
| 5,727 | | |
| 3,038 | | |
| 16,226 | | |
| 12,823 | |
Non-cash equity compensation | |
| 1,937 | | |
| 435 | | |
| 5,812 | | |
| 1,112 | |
Non-cash interest income | |
| (122 | ) | |
| - | | |
| (122 | ) | |
| - | |
Non-recurring equity in earnings of unconsolidated joint ventures | |
| - | | |
| - | | |
| - | | |
| - | |
Acquisition costs | |
| 2,100 | | |
| 851 | | |
| 3,509 | | |
| 4,378 | |
Loss on early extinguishment of debt | |
| - | | |
| - | | |
| - | | |
| 880 | |
Gain on sale of joint venture interest | |
| - | | |
| - | | |
| - | | |
| (1,006 | ) |
Gain on sale of unconsolidated real estate joint venture interest | |
| - | | |
| (4,067 | ) | |
| (11,304 | ) | |
| (4,067 | ) |
Gain on sale of real estate assets | |
| (2,677 | ) | |
| - | | |
| (2,677 | ) | |
| - | |
EBITDA | |
$ | 8,805 | | |
$ | 5,514 | | |
$ | 29,422 | | |
$ | 16,138 | |
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