8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 12, 2015

Bluerock Residential Growth REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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

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 May 12, 2015, Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, issued a press release announcing its financial results for the first quarter ended March 31, 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 May 12, 2015, the Company issued the press release and Supplemental Financial Information attached hereto as Exhibit 99.1 and Exhibit 99.2 announcing the Company’s financial results for the first quarter ended March 31, 2015 and certain other supplemental financial information. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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

Exhibit No.	Description
99.1	Press Release, dated May 12, 2015.
99.2	Supplemental Financial Information.

SIGNATURE

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

	BLUEROCK RESIDENTIAL GROWTH REIT, INC.
Dated: May 12, 2015	By:	/s/Christopher J. Vohs
		Christopher J. Vohs
		Chief Accounting Officer and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated May 12, 2015.
99.2	Supplemental Financial Information.

EX-99.1

Exhibit 99.1

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Bluerock Residential Growth REIT Announces First Quarter 2015

AFFO per share of $0.13 vs. Guidance of $0.10-$0.11 per share;

Pro Forma AFFO per share of $0.29 vs. Guidance of $0.26 - $0.28

New York, NY (May 12, 2015) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”) announced today its financial results for the quarter ended March 31, 2015.

Highlights

§ Adjusted funds from operations (“AFFO”) per share grew to $0.13 for the first quarter of 2015 from a deficit of ($0.48) for the first quarter of 2014. AFFO for the first quarter of $0.13 per share exceeded the Company’s AFFO guidance of $0.10 to $0.11 per share.

§ AFFO grew to $1.6 million for the quarter from a deficit of ($0.5) million for the prior year quarter.

§	Proforma AFFO per share of $0.29 for the first quarter of 2015 exceeded guidance of $0.26 to $0.28 per share.
§	Net income attributable to common stockholders for the first quarter of 2015 was $3.3 million, as compared to a net loss of $1.0 million in the prior year period.

§ Total revenues grew 180% to $9.0 million for the quarter from $3.2 million for the prior year quarter as a result of significant investment activity in the past year.

§ Property Net Operating Income (NOI) margins increased to 57.2% of revenue for the quarter, from 51.0% of revenue in the prior year quarter.

§ Property NOI grew 214% to $5.2 million for the quarter, from $1.6 million in the prior year quarter.

§ Same store NOI increased 19.2% for the quarter, as compared to the prior year quarter.

§ General and administrative expenses (excluding non-cash amortization) as a percentage of revenue declined to 5.1% for the quarter from 16.0% for the prior year quarter.

§ Real estate investments, at cost, increased 22% to $366 million at March 31, 2015 from $300 million at December 31, 2014.

§ BRG invested in three properties totaling 710 units during the first quarter, including two operating properties with 441 units for a total purchase price of $66.0 million and one 269-unit development property for a projected total cost of $48.6 million.

§ BRG disposed of one property during the first quarter for a IRR of 60%, and total return on capital of 282%.

§ On January 20, 2015, the Company completed a follow-on stock offering of 4,600,000 shares of Class A common stock at a public offering price of $12.50 per share, including the full exercise of the underwriter’s overallotment for gross proceeds of $57.5 million.

§ The Company declared monthly dividends for the second quarter of 2015 equal to a quarterly rate of $0.29 per share on the Company's Class A and B common stock. This equates to an 8.7% annualized yield based on the closing price of $13.33 for the Class A common stock as of March 31, 2015.

1

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Management Commentary

“We continued to execute our business plan during the first quarter of 2015,” said Ramin Kamfar, the Company’s Chairman and CEO. “We successfully raised $57.5 million in our January follow-on offering and committed $52.4 million in five investments including for two pending investments for 1,199 total units. We disposed of our 23hundred@BerryHill property for $61.2 million or $230,000 per unit, one of the highest per unit prices in the Nashville market and recycled the proceeds into an accretive transaction on a tax efficient basis. Our existing portfolio continues to perform at or above our previously issued guidance.”

First Quarter 2015 Acquisition and Disposition Activity

§ On January 12, 2015, the Company made a convertible preferred equity investment in a 269-unit Class A development property, located in Houston, Texas, known as Alexan Blaire House. The investment is structured to provide a 15% current return, with an option to convert into majority ownership of the underlying asset upon stabilization.

§ On January 14, 2015, the Company’s sold its 19.8% interest in 23Hundred@Berry Hill for an aggregate sales price of $61.2 million, generating net proceeds of approximately $7.3 million for the Company, a return on capital of 282% and an IRR of 60.0%.

§ On March 16, 2015, the Company acquired a 47.0% interest in a Class AA, 2014 construction, 153-unit apartment community located in Charlotte, North Carolina, known as Park & Kingston. The total purchase price of the property was approximately $27.9 million. As a second step, the Company plans to acquire an additional 15 units currently under development.

§ On March 26, 2015, the Company acquired an 85.3% interest in a Class A, 2010 construction, 288-unit apartment community located in Austin, Texas, known as Fox Hill. The total purchase price of the property was approximately $38.2 million.

Pending Investments

Subsequent to the end of the quarter, the Company has committed to making convertible preferred equity investments in two projects. These investments are structured to provide us with a 15% current return on our investments, with an option to convert into majority ownership of the underlying assets upon stabilization.

· A 204-unit new-build Class A luxury apartment community currently in lease-up in Durham, North Carolina, known as Whetstone, in partnership with TriBridge Residential, for a total purchase price of $35.6 million. The Company is investing $12.3 million, and underwriting a stabilized cap rate at approximately 6.0%.

· A 285-unit to be built Class A luxury apartment community located in Atlanta, Georgia, to be known as Cheshire Bridge Apartments, in partnership with Catalyst Development Partners for total projected development costs of $48.2 million. The Company is investing $15.0 million, and is underwriting a return on cost of approximately 7.0% at stabilization versus market cap rates of 4.50% - 5.25% for comparable product.

First Quarter 2015 Financial Results

AFFO for the first quarter of 2015 was $1.6 million, or $0.13 per diluted share, as compared to a deficit of ($0.5) million, or ($0.48) per share in the prior year period. The increase in AFFO from the prior year period was driven by expanding the size of our portfolio by five properties; as we made investments in nine properties subsequent to March 31, 2014 and sold four properties that were owned during the quarter ended March 31, 2014. In addition, we reduced our general and administrative expenses (excluding non-cash expenses) as a percentage of revenue in part as a result of more favorable terms of our new management agreement, which began on April 2, 2014, the date of our initial public offering, and due to growing our asset base.

Net income attributable to common stockholders for the first quarter of 2015 was $3.3 million, as compared to a net loss of $1.0 million in the prior year period. The net income for the 2015 first quarter was partially derived from the five additional operating properties in our portfolio on a net basis when compared to the prior period along with a $5.2 million gain on the sale of 23Hundred@Berry Hill, offset by non-cash depreciation and amortization expense of $2.8 million.

2

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Same Store Portfolio Performance

Same store NOI for the first quarter of 2015 increased by 19.2% from the same period in the prior year. There was a 7.4% increase in same store property revenues as compared to the same prior year period, primarily attributable to a 4.0% increase in average revenue per occupied unit, the acquisition of 22 additional units at our Enders property, and a 1.44% increase in average occupancy. In addition, same store expenses decreased 7.4% compared to prior year period, primarily due to a decrease in repair and maintenance expenses and lower property level general and administrative expenses.

Portfolio Summary and Transaction Activity

The following is a summary of our investments as of March 31, 2015:

Property Name	Location	Year Built/ Renovated (1)	Ownership Interest			Units	Average Rent		% Occupied
MDA Apartments	Chicago, IL	2006		35.3	%	190	$	2,231		92	%
Alexan CityCentre (2)	Houston, TX	Est. 2016		N/A		340	$	2,144		-
Alexan Blaire House (2)	Houston, TX	Est. 2016		N/A		269	$	2,012		-
Enders Place at Baldwin Park	Orlando, FL	2003		89.5	%	220	$	1,521		95	%
UCF Orlando (2)	Orlando, FL	Est. 2015		N/A		296	$	1,214		-
Park & Kingston (4)	Charlotte, NC	2014		47.0	%	153	$	1,184		91	%
ARIUM Grande Lakes	Orlando, FL	2005		95.0	%	306	$	1,130		96	%
Lansbrook Village	Palm Harbor, FL	2004		76.8	%	595	$	1,122		93	%
Village Green of Ann Arbor	Ann Arbor, MI	2013		48.6	%	520	$	1,120		93	%
Fox Hill (4)	Austin, TX	2010		85.3	%	288	$	1,110		98	%
North Park Towers	Southfield, MI	2000		100	%	313	$	1,044		95	%
Springhouse at Newport News	Newport News, VA	1985		75.0	%	432	$	830		92	%
Villas at Oak Crest	Chattanooga, TN	1999		67.2	%	209	$	806		98	%
Total/Average (3)						4,131	$	1,300		94	%

⁽¹⁾ All dates are for the year construction was completed, except MDA City Apartments, Village Green of Ann Arbor, Villas at Oak Crest and North Park Towers, for which the date represents the most recent year that a significant renovation program was completed.

⁽²⁾ Property is in development and the Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization. Average rent represents pro forma average rent expected upon stabilization.

⁽³⁾Total average excluding pro forma expected rent for the three development properties, Alexan CityCentre, Alexan Blaire House and UCF Orlando is $1,150.

⁽⁴⁾ Park & Kingston and Fox Hill were acquired in March 2015 and had a partial period of operations during the quarter. As such, pro forma rental information is disclosed.

Pending Investments

The following is a summary of our pending convertible preferred equity investments:

Property Name	Location	Year Built		Units		Average Rent
Whetstone	Durham, NC		2015		204	$	1,325
Cheshire Bridge	Atlanta, GA		2017		285		1,559
Total/Average					489	$	1,461

3

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Q2 2015 Outlook

For the second quarter of 2015, the Company anticipates AFFO in the range of $0.15 to $0.16 per share; and $0.26 to $0.28 per share on a pro forma basis. For assumptions underlying earnings guidance, please see p. 24 of Company’s Q1 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 April 10, 2015, our board of directors authorized, and we declared, monthly dividends for the second quarter of 2015 equal to a quarterly rate of $0.29 per share on our Class A common stock and $0.29 per share on our Class B common stock, payable to the stockholders of record as of April 25, 2015, May 25, 2015 and June 25, 2015, which will be paid in cash on May 5, 2015, June 5, 2015 and July 5, 2015, respectively. Holders of OP and LTIP Units are entitled to receive "distribution equivalents" at the same time as dividends are paid to holders of our Class A common stock.

The declared dividends equal a monthly dividend on the Class A common stock and the Class B common stock as follows: $0.096666 per share for the dividend paid to stockholders of record as of April 25, 2015, $0.096667 per share for the dividend paid to stockholders of record as of May 25, 2015, and June 25, 2015. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate.

Non-GAAP Financial Measures

The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below. Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable.

Funds from Operations and Adjusted Funds from Operations

Funds from operations (“FFO”) is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate Investment Trusts, or (“NAREIT's”), definition, as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, 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.

4

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

In addition to FFO, we use adjusted funds from operations (“AFFO”). AFFO is a computation made by analysts and investors to measure a real estate company's operating performance by removing the effect of items that do not reflect ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added to net income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties, and subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only, we further adjust FFO to include any realized gains or losses on our real estate investments).

Our calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly incentive fee, if any, payable to our Manager.

Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.

We have acquired interests in nine additional properties subsequent to March 31, 2014 and sold four properties that were owned during the quarter ended March 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).

5

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

	Three Months Ended
	March 31,
	2015			2014
Net income (loss) attributable to common shareholders	$	3,313		$	(1,047	)
Common stockholders pro-rata share of:
Real estate depreciation and amortization(1)		1,911			475
Gain on sale of joint venture interests		(5,324	)		(448	)
Funds from Operations (FFO)	$	(100	)	$	(1,020	)
Common stockholders pro-rata share of:
Amortization of non-cash interest expense		23			28
Acquisition and disposition costs		475			487
Normally recurring capital expenditures		(114	)		(19	)
Non-cash equity compensation		1,365			14
Adjusted Funds from Operations (AFFO)	$	1,649		$	(510	)
Weighted average common shares outstanding		12,547,895			1,060,889
PER SHARE INFORMATION:
FFO - diluted	$	(0.01	)	$	(0.96	)
AFFO - diluted	$	0.13		$	(0.48	)
Pro forma AFFO-diluted (2)	$	0.29			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⁾ Proforma AFFO for the three months ended March 31, 2015 assumes the following pipeline transactions had occurred on January 1, 2015: (i) investment of approximately $9 million in the second funding of the Alexan Southside in Houston, Texas; (ii) investment of approximately $17 million in the acquisition of two Class A assets under contract in Austin, Texas, and Charlotte, North Carolina that occurred in March 2015; (iii) investment of approximately $32 million in the acquisition of three Class A assets our Sponsor currently has under LOI in two target North Carolina markets; and (iv) investment of approximately $21 million in convertible preferred equity in two development assets our Sponsor currently has under LOI in two target Florida markets. The proforma AFFO for the three months ended March 31, 2015 is being presented solely for purposes of illustrating the potential impact of these pipeline transactions as if they had occurred at January 1, 2015, based on information currently available to management. The Company is providing no assurances that any of the above transactions will close, and the failure of any of these transactions to close would significantly impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above.

Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA")

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations unclouded by non-cash depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation of net income applicable to common stockholders to EBITDA (unaudited and dollars in thousands).

6

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

	Three Month Ended
	March 31,
	2015			2014
Net income (loss) attributable to common stockholders	$	3,313		$	(1,047	)
Net income (loss) attributable to noncontrolling interest		6,034			(141	)
Interest expense		2,292			1,271
Depreciation and amortization		2,765			1,292
Amortization of share-based compensation		1,395			14
Acquisition costs		449			14
Loss on early extinguishment of debt		-			(880	)
Gain on sale of joint venture interest		-			1,006
Gain on sale of unconsolidated joint venture interest		(11,307	)		-
EBITDA	$	4,941		$	1,529

IRR 

When we refer to IRR in this earnings release, we mean the annualized effective compounded return rate or discount rate that results in the net present value of all cash flows from a particular investment over the term of the investment being equal to zero, computed with Microsoft Excel’s XIRR function over the duration of our ownership of the investment. IRR as presented in this earnings release utilizes cash flows that are gross of any acquisition, disposition and/or asset management fees payable to our Manager.

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 as computed in accordance with GAAP for the periods presented (unaudited and amounts in thousands):

7

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

	Three Months Ended
	March 31,
	2015(1)		2014(1)
Net operating income
Same store	$	1,970	$	1,653
Non-same store		3,336		658
Total net operating income		5,306		2,311
Less:
Interest expense		2,305		1,272
Total property income		3,001		1,039
Less:
Noncontrolling interest pro-rata share of property income		1,041		693
Other income related to JV/MM entities		19		10
Pro-rata share of total properties’ income		1,941		336
Less pro-rata share of:
Depreciation and amortization		1,911		475
Amortization of non-cash interest expense		23		28
Line of credit interest, net		-		187
Asset management and oversight fees		1,417		125
Acquisition and disposition costs		475		487
Corporate operating expenses		838		529
Add pro-rata share of:
Other income		17		-
Equity in operating earnings of unconsolidated joint ventures		696		-
Gain on sale of joint venture interest		5,323		448
Net income (loss) attributable to common stockholders	$	3,313	$	(1,047	)

(1) Same Store sales 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 Tuesday, May 12, 2015 by dialing +1 (866) 777-2509 within the U.S., or +1 (412) 317-5413, 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 August 12, 2015 at http://services.choruscall.com/links/blue150512.html, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10065395.

8

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

About Bluerock Residential Growth REIT, Inc.

Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust. The Company 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 category. 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 the best-regarded private owner-operators in the United States, enabling the Company to operate as a local sharpshooter in each of its markets and to enhance its off-market sourcing capabilities. 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

##

9

EX-99.2

Exhibit 99.2

Bluerock Residential Growth REIT, Inc.

First Quarter 2015

Supplement Financial Information

(Unaudited)

Table of Contents

First Quarter Earnings Release	3
Financial and Operating Highlights	12
Share and Dividend Information	13
EBITDA and Interest Information	14
Financial Statistics	15
Recent Acquisitions, Dispositions and Pending Deals	16
Portfolio Information	17
Development Properties	18
Condensed Consolidated Balance Sheets	19
Consolidated Statements of Operations	20
Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)	21
Debt Summary Information	22
Second Quarter 2015 Outlook	24
Definitions of Non-GAAP Financial Measures	25

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.

2

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Bluerock Residential Growth REIT Announces First Quarter 2015

AFFO per share of $0.13 vs. Guidance of $0.10-$0.11 per share;

Pro Forma AFFO per share of $0.29 vs. Guidance of $0.26 - $0.28

New York, NY (May 12, 2015) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”) announced today its financial results for the quarter ended March 31, 2015.

Highlights

§ Adjusted funds from operations (“AFFO”) per share grew to $0.13 for the first quarter of 2015 from a deficit of ($0.48) for the first quarter of 2014. AFFO for the first quarter of $0.13 per share exceeded the Company’s AFFO guidance of $0.10 to $0.11 per share.

§ AFFO grew to $1.6 million for the quarter from a deficit of ($0.5) million for the prior year quarter.

§	Proforma AFFO per share of $0.29 for the first quarter of 2015 exceeded guidance of $0.26 to $0.28 per share.
§	Net income attributable to common stockholders for the first quarter of 2015 was $3.3 million, as compared to a net loss of $1.0 million in the prior year period.

§ Total revenues grew 180% to $9.0 million for the quarter from $3.2 million for the prior year quarter as a result of significant investment activity in the past year.

§ Property Net Operating Income (NOI) margins increased to 57.2% of revenue for the quarter, from 51.0% of revenue in the prior year quarter.

§ Property NOI grew 214% to $5.2 million for the quarter, from $1.6 million in the prior year quarter.

§ Same store NOI increased 19.2% for the quarter, as compared to the prior year quarter.

§ General and administrative expenses (excluding non-cash amortization) as a percentage of revenue declined to 5.1% for the quarter from 16.0% for the prior year quarter.

§ Real estate investments, at cost, increased 22% to $366 million at March 31, 2015 from $300 million at December 31, 2014.

§ BRG invested in three properties totaling 710 units during the first quarter, including two operating properties with 441 units for a total purchase price of $66.0 million and one 269-unit development property for a projected total cost of $48.6 million.

§ BRG disposed of one property during the first quarter for a IRR of 60%, and total return on capital of 282%.

§ On January 20, 2015, the Company completed a follow-on stock offering of 4,600,000 shares of Class A common stock at a public offering price of $12.50 per share, including the full exercise of the underwriter’s overallotment for gross proceeds of $57.5 million.

§ The Company declared monthly dividends for the second quarter of 2015 equal to a quarterly rate of $0.29 per share on the Company's Class A and B common stock. This equates to an 8.7% annualized yield based on the closing price of $13.33 for the Class A common stock as of March 31, 2015.

3

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Management Commentary

“We continued to execute our business plan during the first quarter of 2015,” said Ramin Kamfar, the Company’s Chairman and CEO. “We successfully raised $57.5 million in our January follow-on offering and committed $52.4 million in five investments including for two pending investments for 1,199 total units. We disposed of our 23hundred@BerryHill property for $61.2 million or $230,000 per unit, one of the highest per unit prices in the Nashville market and recycled the proceeds into an accretive transaction on a tax efficient basis. Our existing portfolio continues to perform at or above our previously issued guidance.”

First Quarter 2015 Acquisition and Disposition Activity

§ On January 12, 2015, the Company made a convertible preferred equity investment in a 269-unit Class A development property, located in Houston, Texas, known as Alexan Blaire House. The investment is structured to provide a 15% current return, with an option to convert into majority ownership of the underlying asset upon stabilization.

§ On January 14, 2015, the Company’s sold its 19.8% interest in 23Hundred@Berry Hill for an aggregate sales price of $61.2 million, generating net proceeds of approximately $7.3 million for the Company, a return on capital of 282% and an IRR of 60.0%.

§ On March 16, 2015, the Company acquired a 47.0% interest in a Class AA, 2014 construction, 153-unit apartment community located in Charlotte, North Carolina, known as Park & Kingston. The total purchase price of the property was approximately $27.9 million. As a second step, the Company plans to acquire an additional 15 units currently under development.

§ On March 26, 2015, the Company acquired an 85.3% interest in a Class A, 2010 construction, 288-unit apartment community located in Austin, Texas, known as Fox Hill. The total purchase price of the property was approximately $38.2 million.

Pending Investments

Subsequent to the end of the quarter, the Company has committed to making convertible preferred equity investments in two projects. These investments are structured to provide us with a 15% current return on our investments, with an option to convert into majority ownership of the underlying assets upon stabilization.

· A 204-unit new-build Class A luxury apartment community currently in lease-up in Durham, North Carolina, known as Whetstone, in partnership with TriBridge Residential, for a total purchase price of $35.6 million. The Company is investing $12.3 million, and underwriting a stabilized cap rate at approximately 6.0%.

· A 285-unit to be built Class A luxury apartment community located in Atlanta, Georgia, to be known as Cheshire Bridge Apartments, in partnership with Catalyst Development Partners for total projected development costs of $48.2 million. The Company is investing $15.0 million, and is underwriting a return on cost of approximately 7.0% at stabilization versus market cap rates of 4.50% - 5.25% for comparable product.

First Quarter 2015 Financial Results

AFFO for the first quarter of 2015 was $1.6 million, or $0.13 per diluted share, as compared to a deficit of ($0.5) million, or ($0.48) per share in the prior year period. The increase in AFFO from the prior year period was driven by expanding the size of our portfolio by five properties; as we made investments in nine properties subsequent to March 31, 2014 and sold four properties that were owned during the quarter ended March 31, 2014. In addition, we reduced our general and administrative expenses (excluding non-cash expenses) as a percentage of revenue in part as a result of more favorable terms of our new management agreement, which began on April 2, 2014, the date of our initial public offering, and due to growing our asset base.

Net income attributable to common stockholders for the first quarter of 2015 was $3.3 million, as compared to a net loss of $1.0 million in the prior year period. The net income for the 2015 first quarter was partially derived from the five additional operating properties in our portfolio on a net basis when compared to the prior period along with a $5.2 million gain on the sale of 23Hundred@Berry Hill, offset by non-cash depreciation and amortization expense of $2.8 million.

4

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Same Store Portfolio Performance

Same store NOI for the first quarter of 2015 increased by 19.2% from the same period in the prior year. There was a 7.4% increase in same store property revenues as compared to the same prior year period, primarily attributable to a 4.0% increase in average revenue per occupied unit, the acquisition of 22 additional units at our Enders property, and a 1.44% increase in average occupancy. In addition, same store expenses decreased 7.4% compared to prior year period, primarily due to a decrease in repair and maintenance expenses and lower property level general and administrative expenses.

Portfolio Summary and Transaction Activity

The following is a summary of our investments as of March 31, 2015:

Property Name	Location	Year Built/ Renovated (1)	Ownership Interest			Units	Average Rent		% Occupied
MDA Apartments	Chicago, IL	2006		35.3	%	190	$	2,231		92	%
Alexan CityCentre (2)	Houston, TX	Est. 2016		N/A		340	$	2,144		-
Alexan Blaire House (2)	Houston, TX	Est. 2016		N/A		269	$	2,012		-
Enders Place at Baldwin Park	Orlando, FL	2003		89.5	%	220	$	1,521		95	%
UCF Orlando (2)	Orlando, FL	Est. 2015		N/A		296	$	1,214		-
Park & Kingston (4)	Charlotte, NC	2014		47.0	%	153	$	1,184		91	%
ARIUM Grande Lakes	Orlando, FL	2005		95.0	%	306	$	1,130		96	%
Lansbrook Village	Palm Harbor, FL	2004		76.8	%	595	$	1,122		93	%
Village Green of Ann Arbor	Ann Arbor, MI	2013		48.6	%	520	$	1,120		93	%
Fox Hill (4)	Austin, TX	2010		85.3	%	288	$	1,110		98	%
North Park Towers	Southfield, MI	2000		100	%	313	$	1,044		95	%
Springhouse at Newport News	Newport News, VA	1985		75.0	%	432	$	830		92	%
Villas at Oak Crest	Chattanooga, TN	1999		67.2	%	209	$	806		98	%
Total/Average (3)						4,131	$	1,300		94	%

⁽¹⁾ All dates are for the year construction was completed, except MDA City Apartments, Village Green of Ann Arbor, Villas at Oak Crest and North Park Towers, for which the date represents the most recent year that a significant renovation program was completed.

⁽²⁾ Property is in development and the Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization. Average rent represents pro forma average rent expected upon stabilization.

⁽³⁾Total average excluding pro forma expected rent for the three development properties, Alexan CityCentre, Alexan Blaire House and UCF Orlando is $1,150.

⁽⁴⁾ Park & Kingston and Fox Hill were acquired in March 2015 and had a partial period of operations during the quarter. As such, pro forma rental information is disclosed.

Pending Investments

The following is a summary of our pending convertible preferred equity investments:

Property Name	Location	Year Built		Units		Average Rent
Whetstone	Durham, NC		2015		204	$	1,325
Cheshire Bridge	Atlanta, GA		2017		285		1,559
Total/Average					489	$	1,461

5

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

Q2 2015 Outlook

For the second quarter of 2015, the Company anticipates AFFO in the range of $0.15 to $0.16 per share; and $0.26 to $0.28 per share on a pro forma basis. For assumptions underlying earnings guidance, please see p. 24 of Company’s Q1 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 April 10, 2015, our board of directors authorized, and we declared, monthly dividends for the second quarter of 2015 equal to a quarterly rate of $0.29 per share on our Class A common stock and $0.29 per share on our Class B common stock, payable to the stockholders of record as of April 25, 2015, May 25, 2015 and June 25, 2015, which will be paid in cash on May 5, 2015, June 5, 2015 and July 5, 2015, respectively. Holders of OP and LTIP Units are entitled to receive "distribution equivalents" at the same time as dividends are paid to holders of our Class A common stock.

The declared dividends equal a monthly dividend on the Class A common stock and the Class B common stock as follows: $0.096666 per share for the dividend paid to stockholders of record as of April 25, 2015, $0.096667 per share for the dividend paid to stockholders of record as of May 25, 2015, and June 25, 2015. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate.

Non-GAAP Financial Measures

The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below. Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable.

Funds from Operations and Adjusted Funds from Operations

Funds from operations (“FFO”) is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate Investment Trusts, or (“NAREIT's”), definition, as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, 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.

6

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

In addition to FFO, we use adjusted funds from operations (“AFFO”). AFFO is a computation made by analysts and investors to measure a real estate company's operating performance by removing the effect of items that do not reflect ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added to net income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties, and subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only, we further adjust FFO to include any realized gains or losses on our real estate investments).

Our calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly incentive fee, if any, payable to our Manager.

Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.

We have acquired interests in nine additional properties subsequent to March 31, 2014 and sold four properties that were owned during the quarter ended March 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).

7

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

	Three Months Ended
	March 31,
	2015			2014
Net income (loss) attributable to common shareholders	$	3,313		$	(1,047	)
Common stockholders pro-rata share of:
Real estate depreciation and amortization(1)		1,911			475
Gain on sale of joint venture interests		(5,324	)		(448	)
Funds from Operations (FFO)	$	(100	)	$	(1,020	)
Common stockholders pro-rata share of:
Amortization of non-cash interest expense		23			28
Acquisition and disposition costs		475			487
Normally recurring capital expenditures		(114	)		(19	)
Non-cash equity compensation		1,365			14
Adjusted Funds from Operations (AFFO)	$	1,649		$	(510	)
Weighted average common shares outstanding		12,547,895			1,060,889
PER SHARE INFORMATION:
FFO - diluted	$	(0.01	)	$	(0.96	)
AFFO - diluted	$	0.13		$	(0.48	)
Pro forma AFFO-diluted (2)	$	0.29			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⁾ Proforma AFFO for the three months ended March 31, 2015 assumes the following pipeline transactions had occurred on January 1, 2015: (i) investment of approximately $9 million in the second funding of the Alexan Southside in Houston, Texas; (ii) investment of approximately $17 million in the acquisition of two Class A assets under contract in Austin, Texas, and Charlotte, North Carolina that occurred in March 2015; (iii) investment of approximately $32 million in the acquisition of three Class A assets our Sponsor currently has under LOI in two target North Carolina markets; and (iv) investment of approximately $21 million in convertible preferred equity in two development assets our Sponsor currently has under LOI in two target Florida markets. The proforma AFFO for the three months ended March 31, 2015 is being presented solely for purposes of illustrating the potential impact of these pipeline transactions as if they had occurred at January 1, 2015, based on information currently available to management. The Company is providing no assurances that any of the above transactions will close, and the failure of any of these transactions to close would significantly impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above.

Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA")

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations unclouded by non-cash depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation of net income applicable to common stockholders to EBITDA (unaudited and dollars in thousands).

8

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

	Three Month Ended
	March 31,
	2015			2014
Net income (loss) attributable to common stockholders	$	3,313		$	(1,047	)
Net income (loss) attributable to noncontrolling interest		6,034			(141	)
Interest expense		2,292			1,271
Depreciation and amortization		2,765			1,292
Amortization of share-based compensation		1,395			14
Acquisition costs		449			14
Loss on early extinguishment of debt		-			(880	)
Gain on sale of joint venture interest		-			1,006
Gain on sale of unconsolidated joint venture interest		(11,307	)		-
EBITDA	$	4,941		$	1,529

IRR 

When we refer to IRR in this earnings release, we mean the annualized effective compounded return rate or discount rate that results in the net present value of all cash flows from a particular investment over the term of the investment being equal to zero, computed with Microsoft Excel’s XIRR function over the duration of our ownership of the investment. IRR as presented in this earnings release utilizes cash flows that are gross of any acquisition, disposition and/or asset management fees payable to our Manager.

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 as computed in accordance with GAAP for the periods presented (unaudited and amounts in thousands):

9

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

	Three Months Ended
	March 31,
	2015(1)		2014(1)
Net operating income
Same store	$	1,970	$	1,653
Non-same store		3,336		658
Total net operating income		5,306		2,311
Less:
Interest expense		2,305		1,272
Total property income		3,001		1,039
Less:
Noncontrolling interest pro-rata share of property income		1,041		693
Other income related to JV/MM entities		19		10
Pro-rata share of total properties’ income		1,941		336
Less pro-rata share of:
Depreciation and amortization		1,911		475
Amortization of non-cash interest expense		23		28
Line of credit interest, net		-		187
Asset management and oversight fees		1,417		125
Acquisition and disposition costs		475		487
Corporate operating expenses		838		529
Add pro-rata share of:
Other income		17		-
Equity in operating earnings of unconsolidated joint ventures		696		-
Gain on sale of joint venture interest		5,323		448
Net income (loss) attributable to common stockholders	$	3,313	$	(1,047	)

(1) Same Store sales 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 Tuesday, May 12, 2015 by dialing +1 (866) 777-2509 within the U.S., or +1 (412) 317-5413, 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 August 12, 2015 at http://services.choruscall.com/links/blue150512.html, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10065395.

10

Bluerock Residential Growth REIT, Inc.

First Quarter Earnings

About Bluerock Residential Growth REIT, Inc.

Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust. The Company 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 category. 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 the best-regarded private owner-operators in the United States, enabling the Company to operate as a local sharpshooter in each of its markets and to enhance its off-market sourcing capabilities. 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

##

11

Bluerock Residential Growth REIT, Inc.

Financial and Operating Highlights

For the Three Months Ended March 31, 2015 and 2014

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

	Three Months Ended
	March 31,
OPERATING INFORMATION	2015			2014			% Change
Total revenue	$	9,036		$	3,226			180.0	%
Property NOI margins		57.2	%		51.0	%		12.2	%
Property NOI	$	5,172		$	1,645			214.4	%
General and administrative expenses as a percentage of revenue(1)		5.1	%		16.0	%		(68.1	)%
AFFO per share(2)	$	0.13		$	(0.48	)		-
Pro forma AFFO per share(3)	$	0.29			N/A			-
Dividend per share	$	0.29		$	0.05			-

⁽¹⁾ General and administrative expenses exclude non-cash amortization expense.

⁽²⁾ See page 25 for the Company's definition of this non-GAAP measurement and reasons for using it.

⁽³⁾ Proforma AFFO for the three months ended March 31, 2015 assumes the following pipeline transactions had occurred on January 1, 2015: (i) investment of approximately $9 million in the second funding of the Alexan Southside in Houston, Texas; (ii) investment of approximately $17 million in the acquisition of two Class A assets under contract in Austin, Texas, and Charlotte, North Carolina that occurred in March 2015; (iii) investment of approximately $32 million in the acquisition of three Class A assets our Sponsor currently has under LOI in two target North Carolina markets; and (iv) investment of approximately $21 million in convertible preferred equity in two development assets our Sponsor currently has under LOI in two target Florida markets. The proforma AFFO for the three months ended March 31, 2015 is being presented solely for purposes of illustrating the potential impact of these pipeline transactions as if they had occurred at January 1, 2015, based on information currently available to management. The Company is providing no assurances that any of the above transactions will close, and the failure of any of these transactions to close would significantly impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above. 

12

Bluerock Residential Growth REIT, Inc.

Share and Dividend Information

First 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 March 31, 2015
Class A common stock		11,196,773
Class B-1 common stock		318,267
Class B-2 common stock		353,630
Class B-3 common stock		353,629
LTIP Units		330,663
OP Units		282,759
Weighted Average Common Shares and Units Outstanding, Diluted		12,835,721
Outstanding Common Shares and Units at March 31, 2015		13,826,310
Common Dividend Yield
Annualized dividend rate (1)	$	1.16
Price per share (2)	$	13.33
Annualized dividend yield		8.70	%

⁽¹⁾ Annualized rate based on $0.29 aggregate dividend for the quarter ending March 31, 2015. Actual dividend amounts will be determined by the Board of Directors.

⁽²⁾ Closing share price of $13.33 as of March 31, 2015.

13

Bluerock Residential Growth REIT, Inc.

EBITDA and Interest Information

First Quarter 2015

(Unaudited and dollars in thousands)

	Consolidated			Noncontrolling Interests' Share			BRG's Share
	Three Months Ended			Three Months Ended			Three Months Ended
	March 31, 2015			March 31, 2015			March 31, 2015
Q1 EBITDA CALCULATION
Net income (loss) attributable to common stockholders	$	3,313		$	-		$	3,313
Net income (loss) attributable to noncontrolling interest		6,034			(6,034	)		-
Interest expense		2,292			(802	)		1,490
Acquisition costs		449			(103	)		346
Depreciation and amortization		2,765			(832	)		1,933
Amortization of share-based compensation		1,395			(30	)		1,365
EBITDA including gain on sale of real estate and other assets	$	16,248		$	(7,801	)	$	8,447
Gain on sale of real estate and other assets		(11,307	)		6,112			(5,195	)
EBITDA (1)	$	4,941		$	(1,689	)	$	3,252
Adjusted Q1 EBITDA calculation (2)
EBIDTA	$	4,941		$	(1,689	)	$	3,252
Adjustment		780			(248	)		532
Adjusted Q1 EBITDA	$	5,721		$	(1,937	)	$	3,784
Adjusted Q1 EBITDA annualized	$	22,884		$	(7,748	)	$	15,136
Adjusted Q1 interest calculation (2)
Interest Expense	$	2,321		$	(831	)	$	1,490
Adjustment		328			(93	)		235
Adjusted Q1 interest expense	$	2,649		$	(924	)	$	1,725
Adjusted Q1 interest expense annualized	$	10,596		$	(3,696	)	$	6,900

⁽¹⁾ See page 26 for a reconciliation of net income applicable to common stockholders to EBITDA and the Company's definition of EBITDA and reasons for using it.

⁽²⁾ Adjustment to EBITDA and interest expense represents the estimated impact over the full period of the following acquisition and disposition transaction activity assuming the transactions had occured on January 1, 2015: (i) acquisition of Fox Hill and Park & Kingston, (ii) preferred investment in Alexan Blaire House and (ii) disposition of 23Hundred@BerryHill. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts.

14

Bluerock Residential Growth REIT, Inc.

Financial Statistics

First 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
	March 31, 2015			March 31, 2015			March 31, 2015
Interest Coverage Ratio
Adjusted Q1 EBITDA *	$	5,721		$	(1,937	)	$	3,784
Adjusted Q1 interest expense *	$	2,649		$	(924	)	$	1,725
Interest Coverage Ratio		2.16	x					2.19	x
Quarterly Fixed Charge Coverage Ratio
Adjusted Q1 interest expense(4) *	$	2,649		$	(924	)	$	1,725
Secured debt principal amortization	$	355		$	(128	)	$	227
Total fixed charges	$	3,004		$	(1,052	)	$	1,952
Adjusted Q1 EBITDA *	$	5,721		$	(1,937	)	$	3,784
Adjusted Q1 EBITDA fixed charge coverage ratio		1.90	x					1.94	x
Net Debt / Adjusted EBITDA Ratio
Total debt(1)	$	254,255		$	(80,821	)	$	173,434
Less: cash(3)	$	(69,992	)	$	3,120		$	(66,872	)
Net debt (less cash)	$	184,263		$	(77,701	)	$	106,562
Adjusted Q1 EBITDA (annualized)*	$	22,884		$	(7,748	)	$	15,136
Net Debt / Adjusted EBITDA Ratio		8.05	x					7.04	x
Leverage as a Percentage of assets
Total debt(1)	$	254,255		$	(80,821	)	$	173,434
Total undepreciated assets(2)	$	463,854		$	(130,321	)	$	333,533
Total Debt / Total Undepreciated Assets		54.8	%					52.0	%
Net Debt / Total Undepreciated Assets		39.7	%					31.9	%
Leverage as a Percentage of Enterprise Value
Total market cap	$	180,536		$	-		$	180,536
Total debt(1)	$	254,255		$	(80,821	)	$	173,434
Total Enterprise Value	$	434,791		$	(80,821	)	$	353,970
Total Debt / Total Enterprise Value		58.5	%					49.0	%
Net Debt / Total Enterprise Value		42.4	%					30.1	%

⁽¹⁾ Total debt excludes amortization of fair market value adjustments of $0.8 million.

⁽²⁾ Total undepreciated assets is calculated as total assets plus accumulated depreciation on real estate assets.

⁽³⁾ Cash includes cash, cash equivalents, and restricted cash.

⁽⁴⁾ Interest expense excludes fair market value adjustments of $0.01 million and amortization of deferred financing costs.

* 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 January 1, 2015: (i) acquisition of Fox Hill and Park & Kingston, (ii) preferred investment in Alexan Blaire House, and (iii) disposition of 23Hundred@BerryHill. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts. See prior page for calculations.

15

Bluerock Residential Growth REIT, Inc.

Recent Acquisitions, Dispositions and Pending Deals

(Unaudited and dollars in millions, except unit and per unit data)

Summary of Recent Acquisitions
Property	Location	Date of Investment	Date Built	Number of Units		Ownership Interest in Property			Purchase Price		Average Rent(2)
Alexan Blaire House(1)	Houston, TX	1/12/2015	2017		269		-		$	48.6	$	2,012
Park & Kingston	Charlotte, NC	3/16/2015	2014		153		46.95	%	$	27.9		1,418
Fox Hill	Austin, TX	3/26/2015	2010		288		85.27	%	$	38.2		1,346
Total/Average					710				$	114.6	$	1,370

⁽¹⁾ Alexan Blaire House is a preferred convertible equity investment which pays a preferred return of 15% and is convertible to common equity at BRG's option upon stabilization. Purchase price represents current development cost budget. Average rents are projected based on current underwriting.

⁽²⁾ Average rent represents the average monthly rent of occupied units during the quarter. The total average excludes our development property, Alexan Blaire House.

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	%

Pending Convertible Preferred Equity Investments

Property Name	Location	Year Built		Units		Average Rent
Cheshire Bridge	Atlanta, GA		2017		285	$	1,559
Whetstone	Durham, NC		2015		204		1,325
Total/Average					489	$	1,461

16

Bluerock Residential Growth REIT, Inc.

Portfolio Information

First Quarter 2015

(Unaudited)

Properties	Location	Number of  Units	Year Built/ Renovated(1)		Average Monthly Rent(6)			Revenue per Occupied Unit(10)			Average Occupancy(12)
Operating Properties:
MDA Apartments	Chicago, IL	190	2006	(2)	$	2,231	(7)	$	2,247	(11)		92.4	%
Enders Place at Baldwin Park	Orlando, FL	220	2003			1,521			1,586			95.8	%
Park & Kingston	Charlotte, NC	153	2014			1,184			1,193			93.0	%
ARIUM Grande Lakes	Orlando, FL	306	2005			1,130			1,184			95.1	%
Lansbrook Village	Palm Harbor, FL	595	2004	(5)		1,122			1,187			94.1	%
Village Green	Ann Arbor, MI	520	2013	(4)		1,120			1,157			94.7	%
Fox Hill	Austin, TX	288	2010			1,110			1,157			92.0	%
North Park Towers	Southfield, MI	313	2000			1,044			1,085			92.9	%
Springhouse at Newport News	Newport News, VA	432	1985			830			837			91.5	%
Villas at Oak Crest	Chattanooga, TN	209	1999	(3)		806			879			96.4	%
Total Operating Properties		3,226				1,150			1,193			93.8	%
Development Properties:
Alexan CityCentre	Houston, TX	340	2017			2,144	(8)		N/A			N/A
Alexan Blaire House	Houston, TX	269	2017			2,019	(8)		N/A			N/A
UCF Orlando	Orlando, FL	296	2015			1,211	(8)		N/A			N/A
Total Development Properties		905				1,803			N/A			N/A
Total Operating and Development Properties		4,131			$	1,294	(9)	$	1,193	(9)		93.8	%
Pending Properties:
Cheshire Bridge	Atlanta, GA	285	2017			1,559			N/A			N/A
Whetstone	Durham, NC	204	2015			1,325			N/A			N/A
Total Pending Properties		489				1,461			N/A			N/A
Total Portfolio Including Pending Properties		4,620			$	1,312		$	1,193			93.8	%

⁽¹⁾ Represents the year of the most recently completed significant renovation or year built if there have been no significant renovations.

⁽²⁾ The MDA property’s original structure was built in 1929 as an office building and underwent a complete rehabilitation in 2006, converting the structure into a high-rise apartment community.

⁽³⁾ Phase I (1985) features 121 units, with 88 units added in phase II (1999).

⁽⁴⁾ The Village Green property was constructed in rolling phases from 1989 to 1992 and renovated in 2013.

⁽⁵⁾ The Lansbrook property was constructed in rolling phases from 1998 to 2004.

⁽⁶⁾ Average monthly rent per unit represents the average monthly rent of occupied units during the period.

⁽⁷⁾ Average monthly rent excluding the property’s retail space was $2,082.

⁽⁸⁾ Represents expected pro forma rent upon stabilization.

⁽⁹⁾ Total excluding development properties, Alexan CityCentre, UCF Orlando and Alexan Blaire House is $1,150.

⁽¹⁰⁾ Revenue per occupied unit is total revenue divided by average number of occupied units during the period.

⁽¹¹⁾ Revenue per occupied unit excluding the property’s retail space was $2,097.

⁽¹²⁾ Average portfolio occupancy was 93.6%, excluding Villas at Oak Crest, a preferrred equity investment.

17

Bluerock Residential Growth REIT, Inc.

Development Properties

As of March 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 11 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 Debt		Construction  Start	Initial Occupancy	Construction Completion	Stabilized Operations(2)
Alexan CityCentre		340	$	81.8	$	24.4	$	57.0	4Q14	4Q16	3Q17	4Q17
UCF Orlando		296	$	36.8	$	23.8	$	27.5	2Q14	2Q15	4Q15	2Q16
Alexan Blaire House		269	$	48.6	$	0.7	$	31.6	3Q15	1Q17	4Q17	1Q18

⁽¹⁾ Properties are under development and the Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization.

⁽²⁾ We defined stabilized occupancy as the earlier of the attainment of 90% physical occupancy or one year after the completion of construction.

18

Bluerock Residential Growth REIT, Inc.

Condensed Consolidated Balance Sheets

First Quarter 2015

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

	March 31,			December 31,
	2015			2014
	(Unaudited)
ASSETS
Net Real Estate Investments
Land	$	45,233		$	37,909
Building and improvements		297,007			240,074
Furniture, fixtures and equipment		8,011			6,481
Total Gross Operating Real Estate Investments		350,251			284,464
Accumulated depreciation		(13,277	)		(10,992	)
Total Net Operating Real Estate		336,974			273,472
Operating real estate held for sale, net		14,982			14,939
Total Net Real Estate Investments		351,956			288,411
Cash and cash equivalents		66,488			23,059
Restricted cash		2,915			11,091
Due from affiliates		531			570
Accounts receivables, prepaids and other assets		1,405			753
Investments in unconsolidated real estate joint ventures		22,298			18,331
In-place lease value, net		1,549			745
Non-real estate assets associated with operating real estate held for sale		2,554			2,199
Deferred financing costs, net		879			927
Total Assets	$	450,575		$	346,086
LIABILITIES AND STOCKHOLDERS' EQUITY
Mortgage payable	$	243,563		$	201,343
Mortgage payable associated with operating real estate held for sale		11,500			11,500
Accounts payable		505			634
Other accrued liabilities		4,489			3,345
Due to affiliates		2,948			1,946
Distributions payable		1,338			889
Liabilities associated with operating real estate held for sale		398			418
Total Liabilities		264,741			220,075
Stockholders' Equity
Preferred stock, $0.01 par value, 250,000,000 shares authorized; none issued and outstanding as of March 31, 2015 and December 31, 2014		-			-
Common stock - Class A, $0.01 par value, 747,586,185 and no shares authorized as of March 31, 2015 and December 31, 2014, respectively; 12,499,818 and 7,531,188 shares issued and outstanding as of March 31, 2015 and December 31, 2014, respectively		125			75
Common stock - Class B-1, $0.01 par value, 804,605 shares authorized as of March 31, 2015 and December 31, 2014; none and 353,630 shares issued and outstanding as of March 31, 2015 December 31, 2014, respectively		-			4
Common stock - Class B-2, $0.01 par value, 804,605 shares authorized as of March 31, 2015 and December 31, 2014; 353,630 shares issued and outstanding as of March 31, 2015 and December 31, 2014		4			4
Common stock - Class B-3, $0.01 par value, 804,605 shares authorized as of March 31, 2015 and December 31, 2014; 353,629 shares issued and outstanding as of March 31, 2015 and December 31, 2014		4			4
Additional paid-in-capital, net of costs		167,725			113,511
Distributions in excess of cumulative earnings		(21,823	)		(21,213	)
Total Stockholders' Equity		146,035			92,385
Noncontrolling Interests
Operating partnership units		2,942			2,949
Partially owned properties		36,857			30,677
Total Noncontrolling Interests		39,799			33,626
Total Equity		185,834			126,011
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	450,575		$	346,086

19

Bluerock Residential Growth REIT, Inc.

Consolidated Statements of Operations

For the Three Months Ended March 31, 2015 and 2014

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

	Three Months Ended
	March 31,
	2015			2014
Revenues
Net rental income	$	8,644		$	3,130
Other		392			96
Total revenues		9,036			3,226
Expenses
Property operating		3,864			1,581
General and administrative		928			530
Management fees		1,450			116
Acquisition costs		449			14
Depreciation and amortization		2,765			1,108
Total expenses		9,456			3,349
Operating loss		(420	)		(123	)
Other income (expense)
Other income		22			-
Equity in income  (loss) of unconsolidated joint ventures		730			(6	)
Gain on sale of unconsolidated joint venture interest		11,307			-
Interest expense, net		(2,292	)		(1,123	)
Total other income (expense)		9,767			(1,129	)
Net income (loss) from continuing operations		9,347			(1,252	)
Discontinued operations
Loss on operations of rental property		-			(62	)
Loss on early extinguishment of debt		-			(880	)
Gain on sale of joint venture interest		-			1,006
Income from discontinued operations		-			64
Net income (loss)		9,347			(1,188	)
Net income (loss) attributable to Noncontrolling Interest
Operating partnership units		75			-
Partially owned properties		5,959			(141	)
Net income (loss) attributable to noncontrolling interest		6,034			(141	)
Net income (loss) attributable to common stockholders	$	3,313		$	(1,047	)

20

Bluerock Residential Growth REIT, Inc.

Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)

For the Three Months Ended March 31, 2015 and 2014

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

	Three Months Ended
	March 31,
	2015			2014
Net income (loss) attributable to common shareholders	$	3,313		$	(1,047	)
Common stockholders pro-rata share of:
Real estate depreciation and amortization(1)		1,911			475
Gain on sale of joint venture interests		(5,324	)		(448	)
Funds from Operations (FFO)(2)	$	(100	)	$	(1,020	)
Common stockholders pro-rata share of:
Amortization of non-cash interest expense		23			28
Acquisition and disposition costs		475			487
Normally recurring capital expenditures		(114	)		(19	)
Non-cash equity compensation		1,365			14
Adjusted Funds from Operations (AFFO)(2)	$	1,649		$	(510	)
Weighted average common shares outstanding(3)		12,547,895			1,060,889
PER SHARE INFORMATION:
FFO - diluted	$	(0.01	)	$	(0.96	)
AFFO - diluted	$	0.13		$	(0.48	)
Pro forma AFFO - diluted(4)	$	0.29			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 24 for the Company's definitions of these non-GAAP measurements. Individual line items included in FFO and AFFO calculations include results from discontinued operations where applicable.

⁽³⁾    Total weighted average shares for the quarter, including OP units of 282,759, was 12,835,721. AFFO related to the OP units is excluded from the calculation above. When including both, AFFO attributable to OP units and 282,759 of OP units in the weighted average share count, in the above calculation, AFFO is $0.13 per share.

⁽⁴⁾    Proforma AFFO for the three months ended March 31, 2015 assumes the following pipeline transactions had occurred on January 1, 2015: (i) investment of approximately $9 million in the second funding of the Alexan Southside in Houston, Texas; (ii) investment of approximately $17 million in the acquisition of two Class A assets under contract in Austin, Texas, and Charlotte, North Carolina that occurred in March 2015; (iii) investment of approximately $32 million in the acquisition of three Class A assets our Sponsor currently has under LOI in two target North Carolina markets; and (iv) investment of approximately $21 million in convertible preferred equity in two development assets our Sponsor currently has under LOI in two target Florida markets. The proforma AFFO for the three months ended March 31, 2015 is being presented solely for purposes of illustrating the potential impact of these pipeline transactions as if they had occurred at January 1, 2015, based on information currently available to management. The Company is providing no assurances that any of the above transactions will close, and the failure of any of these transactions to close would significantly impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above.

21

Bluerock Residential Growth REIT, Inc.

Debt Summary Information

As of March 31, 2015

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

Debt Outstanding

	Outstanding Principal			Interest Rate			Fixed/ Floating	Maturity Date
Springhouse at Newport News	$	22,428			5.66	%	Fixed	January 1, 2020
Enders Place at Baldwin Park(1)		25,398			4.30	%	Fixed	November 1, 2022
MDA Apartments		37,600			5.35	%	Fixed	January 1, 2023
Village Green of Ann Arbor		42,887			3.92	%	Fixed	October 1, 2022
Lansbrook Village(2)		43,043			4.42	%	Blended	March 31, 2018
ARIUM Grande Lakes(3)		29,444			1.84	%	Floating	December 1, 2024
Fox Hill		26,705			3.57	%	Fixed	April 1, 2022
Park & Kingston		15,250			3.21	%	Fixed	April 1, 2020
Total		242,755
Fair value adjustments		808
Total continuing operations		243,563
North Park Towers - held for sale		11,500			5.65	%	Fixed	January 6, 2024
Total	$	255,063
Weighted Average Interest Rate		4.17	%

⁽¹⁾ The principal includes a $17.5 million loan at a 3.97% interest rate and an $8.0 million supplemental loan that bears interest at 5.01%.

⁽²⁾ The principal includes a $42.0 million loan at a fixed 4.45% interest rate and an additional $1.0 subsequent loan for additional unit acquisitions that bears interest rate of one-month LIBOR plus 3.00%; as of March 31, 2015 the subsequent loan had an interest rate of 3.31%.

⁽³⁾ ARIUM Grande Lakes senior loan bears interest at a floating rate of 1.67% plus one month LIBOR. At March 31, 2015, the interest rate was 1.84%.

Debt Maturity Schedule

Year	Fixed Rate		Floating Rate		Total		% of Total
2015	$	1,056	$	-	$	1,056		0.42	%
2016		2,702		15		2,717		1.07	%
2017		3,019		21		3,040		1.20	%
2018		43,290		1,007		44,297		17.42	%
2019		2,938		-		2,938		1.16	%
2020		38,602		-		38,602		15.18	%
Thereafter		132,161		29,444		161,605		63.56	%
Total	$	223,768	$	30,487	$	254,255		100.00	%

22

Bluerock Residential Growth REIT, Inc.

Debt Summary Information Continued

As of March 31, 2015

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

	Amounts		% of Total			Weighted Average Rates			Weighted Average Maturities (years)
Continuing Operations
Secured Fixed Rate Debt:	$	213,076		87.5	%		4.43	%		6.1
Secured Floating Rate Debt:		30,487		12.5	%		1.87	%		9.5
Total Secured Continuing Operations:	$	243,563		100.0	%		4.11	%		6.5
Held for Sale
Secured Fixed Rate Debt:	$	11,500		100.0	%		5.65	%		8.8
Secured Floating Rate Debt:		-		-			-			-
Total Secured Held for Sale:	$	11,500		100.0	%		5.65	%		8.8
Total:	$	255,063		100.0	%		4.17	%		6.6

23

Bluerock Residential Growth REIT, Inc.

2015 Second Quarter Outlook

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

	2015 Second Quarter Outlook
	($ in thousands except per share amounts)
	Q2 - Projected			Q2 - Proforma (7)
Earnings
Adjusted Funds From Operations per share	$	0.15 - $0.16		$	0.26 - $0.28
Operations
Revenue (1)	$	10,220 - $10,410		$	11,330 - $11,550
Rental expenses (2)		31.9% - 30.4	%		31.7% - 30.1	%
Real estate taxes and insurance	$	1,450		$	1,560
Interest expense	$	2,730		$	3,120
General and administrative expenses (3)	$	420		$	420
General and administrative expenses as percentage of revenue		4.4% - 4.3%			4.0% - 3.9	%
Management fees (3)	$	570		$	570
Depreciation and amortization expense	$	3,790			*
BRG's pro-rata depreciation and amortization		69.0	%		*
Equity in operating earnings in unconsolidated subsidiaries (4)	$	1,230		$	2,540
Noncontrolling interest (5)		42.2% - 48.5	%		(40.2)% - (19.8	)%
Recurring capex (6)	$	210 - $180		$	230 - $200

*Amount is indeterminable at this point.

⁽¹⁾ Revenue includes only property level revenues and excludes income from preferred investments, which flow through the "Equity in operating earnings of unconsolidated subsidiaries" line item.

⁽²⁾ Rental expenses, consisting of property operating expenses and property management fees, as a percentage of revenue.

⁽³⁾ Represents estimated general and administrative expenses and management fees.

⁽⁴⁾ Represents the Company's share of income from unconsolidated subsidiaries including preferred investment income.

⁽⁵⁾ Represents estimated share of net income/loss (excluding non-cash management fees, gain on sale of real estate assets, acquisition costs) attributable to noncontrolling interest of OP unit holders and joint venture partner interests.

⁽⁶⁾ Estimate of the Company's pro-rata share of recurring capital expenditures for AFFO purposes.

⁷⁾ Proforma guidance assumes the following pipeline transactions had occurred on April 1, 2015: (i) investment of approximately $8.7 million in the second funding of the Alexan Southside in Houston, Texas; (ii) investment of approximately $1.3 million to increase our ownership in our existing Fox Hill and Park and Kingston properties; (iii) investment of approximately $15.0 million in convertible preferred equity in Cheshire Bridge, a Class A asset in Atlanta, Georgia; (iv) investment of approximately $26.0 million in the acquisition of two Class A assets our Sponsor entity has under LOI in North Carolina; and (v) investment of approximately $10.1 million in convertible preferred equity in a development asset our Sponsor currently has under LOI in a target Florida market. The proforma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions as if they had occurred at April 1, 2015, based on information currently available to management. The Company is providing no assurances that any of the above transactions will close, and the failure of any of these transactions to close would significantly impact proforma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the proforma guidance, and actual quarterly results will differ significantly from the proforma guidance shown above.

24

Bluerock Residential Growth REIT, Inc.

Definitions of Non-GAAP Financial Measures

The foregoing supplemental financial data includes certain non-GAAP financial measures that we believe are helpful in understanding our business, as further described below. Our definition and calculation of these non-GAAP financial measures may differ from those of other REITs, and may, therefore, not be comparable.

Funds from Operations and Adjusted Funds from Operations

Funds from operations (“FFO”) is a non-GAAP financial measure that is widely recognized as a measure of REIT operating performance. We consider FFO to be an appropriate supplemental measure of our operating performance as it is based on a net income analysis of property portfolio performance that excludes non-cash items such as depreciation. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. We define FFO, consistent with the National Association of Real Estate Investment Trusts, or (“NAREIT's”), definition, as net income, computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization of real estate assets, 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 (“AFFO”). AFFO is a computation made by analysts and investors to measure a real estate company's operating performance by removing the effect of items that do not reflect ongoing property operations. To calculate AFFO, we further adjust FFO by adding back certain items that are not added to net income in NAREIT's definition of FFO, such as acquisition expenses, equity based compensation expenses, and any other non-recurring or non-cash expenses, which are costs that do not relate to the operating performance of our properties, and subtracting recurring capital expenditures (and when calculating the quarterly incentive fee payable to our Manager only, we further adjust FFO to include any realized gains or losses on our real estate investments).

Our calculation of AFFO differs from the methodology used for calculating AFFO by certain other REITs and, accordingly, our AFFO may not be comparable to AFFO reported by other REITs. Our management utilizes FFO and AFFO as measures of our operating performance after adjustment for certain non-cash items, such as depreciation and amortization expenses, and acquisition expenses and pursuit costs that are required by GAAP to be expensed but may not necessarily be indicative of current operating performance and that may not accurately compare our operating performance between periods. Furthermore, although FFO, AFFO and other supplemental performance measures are defined in various ways throughout the REIT industry, we also believe that FFO and AFFO may provide us and our stockholders with an additional useful measure to compare our financial performance to certain other REITs. We also use AFFO for purposes of determining the quarterly incentive fee, if any, payable to our Manager.

Neither FFO nor AFFO is equivalent to net income or cash generated from operating activities determined in accordance with GAAP. Furthermore, FFO and AFFO do not represent amounts available for management's discretionary use because of needed capital replacement or expansion, debt service obligations or other commitments or uncertainties. Neither FFO nor AFFO should be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow from operating activities as a measure of our liquidity.

We have acquired interests in nine additional properties subsequent to March 31, 2014 and sold four properties that were owned during the quarter ended March 31, 2014. The results presented in the table 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.

25

Bluerock Residential Growth REIT, Inc.

Definitions of Non-GAAP Financial Measures

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

Earnings Before Interest, Income Taxes, Depreciation and Amortization ("EBITDA")

EBITDA is defined as earnings before interest, income taxes, depreciation and amortization. We consider EBITDA to be an appropriate supplemental measure of our performance because it eliminates depreciation, income taxes, interest and non-recurring items, which permits investors to view income from operations unclouded by non-cash depreciation, amortization, the cost of debt or non-recurring items. Below is a reconciliation of net income applicable to common shares to EBITDA.

	Three Month Ended
	March 31,
	2015			2014
Net income (loss) attributable to common stockholders	$	3,313		$	(1,047	)
Net income (loss) attributable to noncontrolling interest		6,034			(141	)
Interest expense		2,292			1,271
Depreciation and amortization		2,765			1,292
Amortization of share-based compensation		1,395			14
Acquisition costs		449			14
Loss on early extinguishment of debt		-			(880	)
Gain on sale of joint venture interest		-			1,006
Gain on sale of unconsolidated joint venture interest		(11,307	)		-
EBITDA	$	4,941		$	1,529

26