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): August 8, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

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

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 8, 2017, Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, issued a press release announcing its financial results for the second quarter ended June 30, 2017. 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 August 8, 2017, 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 second quarter ended June 30, 2017 and certain other supplemental financial information. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein, in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

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

Exhibit No.	Description
99.1	Press Release, dated August 8, 2017.
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: August 8, 2017	By:	/s/ Christopher J. Vohs
		Christopher J. Vohs
		Chief Accounting Officer and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated August 8, 2017.
99.2	Supplemental Financial Information.

EX-99.1

Exhibit 99.1

Corporate Headquarters

712 Fifth Ave., 9th Floor

New York, NY 10019

877.826.BLUE

PRESS RELEASE

For Immediate Release

Bluerock Residential Growth REIT Announces Second Quarter 2017 Results

New York, NY (August 8, 2017) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”) announced today its financial results for the quarter ended June 30, 2017.

Highlights

• Total revenues grew 47% to $27.0 million for the quarter from $18.4 million for the prior year quarter primarily as a result of significant investment activity in the past year, offset by the sales of four properties in 2017 and one in 2016.

• Net income attributable to common stockholders for the second quarter of 2017 was $0.67 per share, as compared to net loss attributable to common shareholders of $(0.24) per share in the prior year period. Net income (loss) attributable to common stockholders included non-cash expenses of $0.66 per share in the second quarter of 2017 vs. $0.45 per share for the prior year period.

• Adjusted funds from operations attributable to common stockholders (“AFFO”) was $3.3 million for the quarter compared to $4.4 million for the prior year quarter.

• AFFO per share is $0.13 for the second quarter of 2017 as compared to $0.21 for the second quarter of 2016, and exceeded guidance of $0.01 - $0.02.

• Pro forma AFFO per share of $0.36 for the second quarter exceeded pro forma guidance of $0.26 to $0.28 per share.

• The Company paid the full amount of the second quarter’s base management fees in LTIP Units in lieu of cash payment. This favorably impacted AFFO per share and pro forma AFFO per share by $0.10 and $0.09, respectively.

• Property Net Operating Income (NOI) grew 30% to $14.3 million for the quarter, from $11.0 million in the prior year quarter.

• Property NOI margins were 57.3% of revenue for the quarter, compared to 59.8% of revenue in the prior year quarter. Property NOI margins were impacted by the sales of more stabilized assets with proceeds being recycled into replacement properties with higher growth opportunities, which require time to realize margin improvement.

• Same store NOI increased 2.3% for the quarter, as compared to the prior year quarter.

• Consolidated real estate investments, at cost, increased 10% to $1.1 billion at June 30, 2017 from $1.0 billion at December 31, 2016.

• The Company invested in a portfolio of five operating properties totaling 1,408 units for a total purchase price of approximately $188.9 million during the second quarter.

• The Company declared a monthly dividend for July 2017 of $0.096666 per share on the Company's Class A common stock.

• The Company sold 50,501 shares of Series B preferred stock with associated warrants at a public offering price of $1,000 per unit, for gross proceeds of approximately $50.5 million during the second quarter, an increase in gross proceeds of 114% over the first quarter.

Management Commentary

“We are pleased to report the acquisition of a portfolio of five operating properties totaling 1,408 units for approximately $189 million, continued momentum in the Series B preferred continuous offering raise with second quarter gross proceeds of over $50 million and the recycling of capital through the disposition of interests in three properties at significant gains during the second quarter,” said Ramin Kamfar, the Company’s Chairman and CEO. “Importantly, on August 4, 2017, we also signed definitive agreements to effect the Company’s internalization of its external management function, which will be subject to a vote of our common stockholders at our upcoming annual meeting of stockholders.”

Second Quarter Acquisition and Disposition Activity

• On April 26, 2017, the Company sold its interest in the Lansbrook Village apartments in Palm Harbor, Florida at a total sale price of approximately $82.4 million, recognized a pro rata gain of $16.1 million, with net proceeds of approximately $19.1 million to the Company, generating an internal rate of return of 25% on BRG’s equity investment in the project, for an equity multiple of 1.71x.

• On May 24, 2017, the Company sold its interest in the Fox Hill apartments in Austin, Texas at a total sale price of approximately $46.5 million, recognized a pro rata gain of $10.3 million, with net proceeds of approximately $16.4 million to the Company, generating an internal rate of return of 26% on BRG’s equity investment in the project, for an equity multiple of 1.62x.

• On June 9, 2017, the Company acquired a 90% investment in a 1,408-unit five-property portfolio of multifamily communities located in San Antonio and Tyler, Texas. The total purchase price of approximately $188.9 million includes the assumption of approximately $146.4 million of existing mortgage debt.

• On June 30, 2017, the Company sold its interest in the MDA apartments in Chicago, Illinois at a total sale price of approximately $18.3 million, recognized a pro rata gain of $6.4 million, with net proceeds of approximately $11.0 million to the Company, generating an internal rate of return of 22% on BRG’s equity investment in the project, for an equity multiple of 2.23x.

Pending Investments at June 30, 2017

• The Company has an agreement which entitles the Company to make a 80% investment in a 384-unit apartment community located in Houston, Texas, known as Villages at Cypress Creek, subject to certain conditions. The total purchase price is expected to be approximately $40.7 million.

• The Company has an agreement which entitles the Company to make a 98% investment in a 336-unit apartment community located in Orlando, Florida, known as Citrus Tower, subject to certain conditions. The total purchase price is expected to be approximately $55.3 million.

Second Quarter 2017 Financial Results

Net income attributable to common stockholders for the second quarter of 2017 was $17.6 million, compared to a net loss of $5.0 million in the prior year period. The change was primarily driven by positive increases in property NOI of $3.3 million, interest income of $2.1 million and a gain on sale of real estate investments of $43.8 million, offset by increases in management fees of $4.7 million, depreciation and amortization expense of $2.6 million, interest expense of $3.2 million, loss on extinguishment of debt of $1.6 million, preferred stock dividends and accretion of $3.8 million and non-controlling income allocation of $10.2 million.

AFFO for the second quarter of 2017 was $3.3 million, or $0.13 per diluted share, compared to $4.4 million, or $0.21 per share in the prior year period. AFFO was primarily impacted by increases in property NOI of $3.3 million arising from significant investment activity offset by sales of properties, interest income of $2.1million and offset by interest expense of $2.5 million and preferred stock dividends of $3.4 million.

Same Store Portfolio Performance

Same store NOI for the second quarter of 2017 increased by 2.3% from the same period in the prior year. There was a 2.4% increase in same store property revenues compared to the same prior year period, primarily attributable to a 3.5% increase in average rental rates offset by a 52 basis point decrease in average occupancy. Same store expenses increased 2.6% due to an increase in repair and maintenance across the portfolio.

Management Internalization

On August 4, 2017, the Company announced that it had entered into definitive agreements providing for the Company’s internalization of the external management function currently provided by the Manager and the direct employment of the Manager’s existing management team and certain other employees. The internalization consideration will be calculated pursuant to a formula established in the Management Agreement at the time of the Company’s initial public offering in April 2014 and is expected to be approximately $41-$42 million. To further align the interests of the Company’s management team with those of the Company’s stockholders, 99.9% of the consideration will be paid in equity, comprised of units of limited partnership interest (“OP Units”) in the Company’s operating partnership, and shares of Class C Common Stock, which are being issued to provide the recipients with a voting franchise commensurate with their economic interest in the OP Units. Upon closing of the internalization, which is expected to close in the fourth quarter of 2017, the Company will become a self-managed real estate investment trust. The proposed transaction was unanimously approved by the Special Committee of independent directors and the Company’s full board of directors, but remains subject to approval of the issuances of equity by a majority of disinterested stockholders voting at the Company’s annual meeting of stockholders and other customary closing conditions.

Dividend Details

On July 10, 2017, our board of directors authorized, and we declared, a monthly dividend for July 2017 of $0.096666 per share on our Class A common stock, payable to the stockholders of record as of July 25, 2017, which was paid in cash on August 4, 2017. 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. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate.

On August 4, 2017, we announced that our board of directors has initiated, in conjunction with a financial advisor, a review of the appropriate Company’s dividend policy for the Company’s Class A Common stock. The board’s evaluation will consider factors including, but not limited to, achieving a sustainable dividend covered by current recurring AFFO (vs. pro forma AFFO), multifamily and small cap peer ratios, providing financial flexibility for the Company, and achieving an appropriate balance between the retention of capital to invest and grow net asset value, and the importance of current distributions. The board is expected to complete its review of the dividend policy for the Company’s Class A Common Stock in the fourth quarter of 2017.

On July 10, 2017, our board of directors authorized, and we declared, a monthly dividend of $5.00 per share of Series B preferred stock, payable to the stockholders of record as of July 25, 2017, which was paid in cash on August 4, 2017, and as of August 25, 2017, and September 25, 2017, which will be paid in cash on September 5, 2017 and October 5, 2017, respectively.

The board’s review of dividend policy will address the dividend policy for the Company’s Class A Common Stock only. The terms of each series of the Company’s issued and outstanding preferred stock provide for fixed annual dividend rates, and are not subject to adjustment at the board’s discretion.

Q3 2017 Outlook

For the third quarter of 2017, the Company anticipates AFFO in the range of ($0.03) to ($0.02) per share, and $0.25 to $0.27 per share on a pro forma basis. For assumptions underlying earnings guidance, please see page 29 of Company’s Q2 2017 Earnings Supplement available under Investor Relations on the Company’s website (www.bluerockresidential.com). Pro forma AFFO is used for illustrative purposes only, is hypothetical and does not represent historical performance or management’s estimates or projections for future performance.

Conference Call

All interested parties can listen to the live conference call at 11:00 AM ET on Tuesday, August 8, 2017 by dialing +1 (866) 843-0890 within the U.S., or +1 (412) 317-6597, and requesting the "Bluerock Residential Conference."

For those who are not available to listen to the live call, the conference call will be available for replay on the Company’s website two hours after the call concludes, and will remain available until September 8, 2017 at http://services.choruscall.com/links/brg170808.html, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10111174.

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

About Bluerock Residential Growth REIT, Inc.

Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company’s objective is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations and properties. BRG generally invests with strategic regional partners, including some of the best-regarded private owner-operators in the United States, making it possible to operate as a local sharpshooter in each of its markets while enhancing off-market sourcing capabilities. The Company is included in the Russell 2000 and Russell 3000 Indexes. BRG has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.

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

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including, without limitation, with respect to the completion of the proposed internalization on the terms described or at all and the expected benefits of the proposed internalization. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the failure to receive, on a timely basis or otherwise, the required approval by the Company’s stockholders, governmental or regulatory agencies and third parties; the risk that a condition to closing of the proposed internalization may not be satisfied; and the Company’s ability to consummate the proposed internalization. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017, and subsequent filings by the Company with the SEC. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

Portfolio Summary

The following is a summary of our operating real estate and development properties as of June 30, 2017:

Operating Properties	Location	Number of Units		Year Built/ Renovated (1)		Ownership Interest			Average Rent (2)		% Occupied (3)
ARIUM at Palmer Ranch	Sarasota, FL		320		2016		95	%	$	1,212		95	%
ARIUM Grandewood	Orlando, FL		306		2005		95	%		1,246		95	%
ARIUM Gulfshore	Naples, FL		368		2016		95	%		1,242		94	%
ARIUM Palms	Orlando, FL		252		2008		95	%		1,232		96	%
ARIUM Pine Lakes	Port St. Lucie, FL		320		2003		85	%		1,116		95	%
ARIUM Westside	Atlanta, GA		336		2008		90	%		1,415		95	%
Ashton Reserve	Charlotte, NC		473		2015		100	%		1,045		97	%
Enders Place at Baldwin Park	Orlando, FL		220		2003		90	%		1,648		96	%
James on South First	Austin, TX		250		2016		90	%		1,189		96	%
Marquis at Crown Ridge	San Antonio, TX		352		2009		90	%		968		96	%
Marquis at Stone Oak	San Antonio, TX		335		2007		90	%		1,403		90	%
Marquis at The Cascades I	Tyler, TX		328		2007		90	%		1,123		97	%
Marquis at The Cascades II	Tyler, TX		254		2009		90	%		1,026		93	%
Marquis at TPC	San Antonio, TX		139		2008		90	%		1,459		91	%
Nevadan	Atlanta, GA		480		1990		90	%		1,090		95	%
Park & Kingston	Charlotte, NC		168		2015		96	%		1,174		97	%
Preston View	Morrisville, NC		382		2000		92	%		1,013		96	%
Roswell City Walk	Roswell, GA		320		2015		98	%		1,462		96	%
Sorrel	Frisco, TX		352		2015		95	%		1,199		92	%
Sovereign	Fort Worth, TX		322		2015		95	%		1,269		95	%
The Brodie	Austin, TX		324		2001		93	%		1,100		96	%
The Preserve at Henderson Beach	Destin, FL		340		2009		100	%		1,312		99	%
Wesley Village	Charlotte, NC		301		2010		92	%		1,270		97	%
Whetstone	Durham, NC		204		2015		(4	)		1,196		94	%
Operating Properties Subtotal/Average			7,446						$	1,208		95	%
Development Properties	Location		Planned Number of Units							Pro Forma Average Rent (5)
Alexan CityCentre	Houston, TX		340						$	2,144
Alexan Southside Place	Houston, TX		270							2,012
APOK Townhomes	Boca Raton, FL		90							2,549
Crescent Perimeter	Atlanta, GA		320							1,749
Domain Phase 1	Garland, TX		299							1,469
Flagler Village	Fort Lauderdale, FL		384							2,481
Helios	Atlanta, GA		282							1,486
Lake Boone Trail	Raleigh, NC		245							1,271
Vickers Village	Roswell, GA		79							3,176
West Morehead	Charlotte, NC		286							1,507
Development Properties Subtotal/Average			2,595						$	1,876
Operating and Development Properties Total/Average			10,041						$	1,380

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

⁽²⁾ Represents the average effective monthly rent per occupied unit for all occupied units for the three months ended June 30, 2017.

⁽³⁾ Percent occupied is calculated as (i) the number of units occupied as of June 30, 2017, divided by (ii) total number of units, expressed as a percentage.

⁽⁴⁾ Whetstone is currently a preferred equity investment providing a stated investment return.

⁽⁵⁾ The Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization, except Flagler Village. APOK Townhomes, Domain Phase 1, and West Morehead are mezzanine loan investments with an option to purchase indirect property interest upon maturity. Pro forma average rent represents the average pro forma effective monthly rent per occupied unit for all expected occupied units upon stabilization.

Consolidated Statement of Operations

For the Three and Six Months Ended June 30, 2017 and 2016

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Revenues
Net rental income	$	23,615		$	17,513		$	47,482		$	33,441
Other property revenues		1,336			886			2,608			1,592
Interest income from related parties		2,097			—			3,620			—
Total revenues		27,048			18,399			53,710			35,033
Expenses
Property operating		10,646			7,389			20,476			13,982
General and administrative		1,696			1,704			3,146			2,978
Management fees		6,163			1,415			8,931			2,629
Acquisition and pursuit costs		18			249			3,200			1,457
Management internalization		340			—			820			—
Depreciation and amortization		10,387			7,789			21,331			15,298
Total expenses		29,250			18,546			57,904			36,344
Operating loss		(2,202	)		(147	)		(4,194	)		(1,311	)
Other income (expense)
Other income		17			—			17			—
Preferred returns and equity in income of unconsolidated real estate joint ventures		2,605			2,775			5,177			5,543
Gain on sale of real estate investments		33,574			—			50,040			—
Gain on sale of real estate joint venture interest		10,238			—			10,238			—
Loss on early extinguishment of debt		(1,639	)		—			(1,639	)		—
Interest expense, net		(7,825	)		(4,589	)		(14,943	)		(8,817	)
Total other income (expense)		36,970			(1,814	)		48,890			(3,274	)
Net income (loss)		34,768			(1,961	)		44,696			(4,585	)
Preferred stock dividends		(6,381	)		(2,968	)		(12,233	)		(4,451	)
Preferred stock accretion		(647	)		(168	)		(984	)		(293	)
Net income (loss) attributable to noncontrolling interests
Operating partnership units		186			(75	)		129			(136	)
Partially-owned properties		9,985			21			18,771			(14	)
Net income (loss) attributable to noncontrolling interests		10,171			(54	)		18,900			(150	)
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Net income (loss) per common share - Basic	$	0.67		$	(0.24	)	$	0.49		$	(0.45	)
Net income (loss) per common share – Diluted	$	0.67		$	(0.24	)	$	0.49		$	(0.45	)
Weighted average basic common shares outstanding		26,075,911			20,686,652			25,535,178			20,604,124
Weighted average diluted common shares outstanding		26,076,572			20,686,652			25,535,839			20,604,124

Consolidated Balance Sheets

Second Quarter 2017

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

	June 30, 2017			December 31, 2016
ASSETS
Net Real Estate Investments
Land	$	147,562		$	142,274
Buildings and improvements		930,471			848,445
Furniture, fixtures and equipment		29,148			27,617
Construction in progress		24,890			10,878
Total Gross Real Estate Investments		1,132,071			1,029,214
Accumulated depreciation		(35,269	)		(42,137	)
Total Net Real Estate Investments		1,096,802			987,077
Cash and cash equivalents		139,292			82,047
Restricted cash		41,048			45,402
Notes and accrued interest receivable from related parties		56,849			21,267
Due from affiliates		1,240			948
Accounts receivable, prepaid and other assets		6,193			8,610
Preferred equity investments and investments in unconsolidated real estate joint ventures		94,184			91,132
In-place lease intangible assets, net		5,175			4,839
Total Assets	$	1,440,783		$	1,241,322
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
Mortgages payable	$	775,591		$	710,575
Accounts payable		3,416			1,669
Other accrued liabilities		19,006			13,431
Due to affiliates		6,831			2,409
Distributions payable		8,326			7,328
Total Liabilities		813,170			735,412
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized, and 5,721,460 issued and outstanding as of June 30, 2017 and December 31, 2016		138,605			138,316
Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 150,000 shares authorized, 95,552 and 21,482 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		84,058			18,938
7.6250% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,323,750 issued and outstanding as of June 30, 2017 and December 31, 2016		56,202			56,095
Equity
Stockholders’ Equity
Preferred stock, $0.01 par value, 230,975,000 shares authorized; none issued and outstanding		—			—
7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,850,602 issued and outstanding as of June 30, 2017 and December 31, 2016		68,710			68,760
Common stock - Class A, $0.01 par value, 747,586,185 shares authorized; 24,191,951 and 19,567,506 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		242			196
Additional paid-in-capital		321,948			257,403
Distributions in excess of cumulative earnings		(87,130	)		(84,631	)
Total Stockholders’ Equity		303,770			241,728
Noncontrolling Interests
Operating partnership units		2,017			2,216
Partially owned properties		42,961			48,617
Total Noncontrolling Interests		44,978			50,833
Total Equity		348,748			292,561
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY	$	1,440,783		$	1,241,322

Non-GAAP Financial Measures

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

Funds from Operations and Adjusted Funds from Operations

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

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

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

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

We have acquired interests in thirteen additional operating properties and three development investments and sold six properties subsequent to June 30, 2016. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Common stockholders pro-rata share of:
Real estate depreciation and amortization(1)		9,326			6,769			19,129			13,239
Gain on sale of real estate assets		(26,548	)		—			(33,945	)		—
Gain on sale of joint venture interests		(6,332	)		—			(6,332	)		—
FFO Attributable to Common Stockholders	$	(5,985	)	$	1,726		$	(8,569	)	$	4,060
Common stockholders pro-rata share of:
Amortization of non-cash interest expense		773			65			1,246			148
Acquisition and pursuit costs		18			227			3,024			1,373
Management internalization process expense		336			—			811			—
Loss on early extinguishment of debt		1,534			—			1,534			—
Non-recurring income		(16	)		—			(16	)		—
Non-cash preferred returns and equity in income of unconsolidated real estate joint ventures		(487	)		—			(487	)		—
Normally recurring capital expenditures		(331	)		(208	)		(622	)		(416	)
Preferred stock accretion		641			166			974			289
Non-cash equity compensation		6,846			2,400			10,011			4,218
AFFO Attributable to Common Stockholders	$	3,329		$	4,376		$	7,906		$	9,672
Weighted average common shares outstanding - diluted		26,076,572			20,688,631			25,535,839			20,611,802
PER SHARE INFORMATION:
FFO Attributable to Common Stockholders - diluted	$	(0.23	)	$	0.08		$	(0.34	)	$	0.20
AFFO Attributable to Common Stockholders - diluted	$	0.13		$	0.21		$	0.31		$	0.47
Pro forma AFFO Attributable to Common Stockholders - diluted (2)	$	0.36			N/A			N/A			N/A

⁽¹⁾    The real estate depreciation and amortization amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less amounts attributable to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments.

⁽²⁾ Pro forma AFFO for the three months ended June 30, 2017 assumes the investment of $104 million in estimated available cash had occurred on April 1, 2017:

					Investment
#	Investment	MSA	# Units		Amount ($MM's)
1	Acquisition - Identified Assets	San Antonio & Tyler, TX		1,408	$	48
2	Mezzanine Loan - Identified Developments	Atlanta, GA		399		7
3	Acquisition - Unidentified Assets, assumes 5.75% cap rate	-		-		17
4	Mezzanine Loan - Unidentified	-		-		32
	Total				$	104

The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at April 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.

The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.

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

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Net income (loss) attributable to noncontrolling interest		10,171			(54	)		18,900			(150	)
Preferred stock dividends		6,381			2,968			12,233			4,451
Preferred stock accretion		647			168			984			293
Interest expense, net		7,825			4,589			14,943			8,817
Depreciation and amortization		10,387			7,789			21,331			15,298
EBITDA	$	52,980		$	10,417		$	80,970		$	19,530
Acquisition and pursuit costs		18			249			3,200			1,457
Management internalization process expense		340			-			820			-
Non-cash equity compensation		6,919			2,436			10,119			4,281
Non-recurring income		(17	)		-			(17	)		-
Gain on sale of real estate investments		(33,574	)		-			(50,040	)		-
Gain on sale of real estate joint venture interest		(10,238	)		-			(10,238	)		-
Loss on early extinguishment of debt		1,639			-			1,639			-
Non-cash preferred returns and equity in income of unconsolidated real estate joint ventures		(491	)		-			(491	)		-
Adjusted EBITDA	$	17,576		$	13,102		$	35,962		$	25,268

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

	Three Months Ended (1)					Six Months Ended (2)
	June 30,					June 30,
	2017		2016			2017		2016
Net income (loss) attributable to common stockholders	$	17,569	$	(5,043	)	$	12,579	$	(9,179	)
Add pro-rata share:
Depreciation and amortization		9,326		6,769			19,129		13,239
Amortization of non-cash interest expense		773		65			1,246		148
Management fees		6,099		1,394			8,836		2,591
Acquisition and pursuit costs		18		227			3,024		1,373
Loss on early extinguishment of debt		1,534		-			1,534		-
Corporate operating expenses		1,679		1,666			3,112		2,935
Management internalization process expense		336		-			811		-
Preferred dividends		6,314		2,924			12,101		4,385
Preferred stock accretion		641		166			974		289
Less pro-rata share:
Other income		16		-			16		-
Preferred returns and equity in income of unconsolidated real estate joint ventures		2,577		2,733			5,121		5,462
Interest income from related parties		2,075		-			3,581		-
Gain on sale of joint venture interest		6,332		-			6,332		-
Gain on sale of real estate assets		26,548		-			33,945		-
Pro-rata share of properties' income		6,741		5,435			14,351		10,319
Add:
Noncontrolling interest pro-rata share of property income		856		1,065			2,103		2,081
Total property income		7,597		6,500			16,454		12,400
Add:
Interest expense, net		6,708		4,510			13,160		8,651
Net operating income		14,305		11,010			29,614		21,051
Less:
Non-same store net operating income		8,112		4,955			18,806		10,941
Same store net operating income	$	6,193	$	6,055		$	10,808	$	10,110

⁽¹⁾ Same Store sales for the three months ended June 30, 2017 related to the following properties: Enders Place at Baldwin Park, ARIUM Grandewood, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, ARIUM Gulfshore, and The Preserve at Henderson Beach.

⁽²⁾ Same Store sales for the six months ended June 30, 2017 related to the following properties: Enders Place at Baldwin Park, ARIUM Grandewood, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, and ARIUM Gulfshore.

Contact

(Media)

Josh Hoffman

(208) 475.2380

jhoffman@bluerockre.com

##

EX-99.2

 Exhibit 99.2 

 

1

Bluerock Residential Growth REIT, Inc.

Second Quarter 2017

Supplemental Financial Information

(Unaudited)

Table of Contents

Second Quarter Earnings Release	3
Financial and Operating Highlights	15
Share and Dividend Information	16
EBITDA and Interest Information	17
Financial Statistics	18
Recent Acquisitions and Pending Investments	19
Recent Dispositions	20
Investments in Unconsolidated Real Estate Joint Ventures and Notes and Accrued Interest Receivable from Related Parties	21
Portfolio Information	22
Development Properties	23
Condensed Consolidated Balance Sheets	24
Consolidated Statements of Operations	25
Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO)	26
Debt Summary Information	27
Third Quarter 2017 Outlook	29
Definitions of Non-GAAP Financial Measures	30

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including statements relating to the Company’s operating environment, operating trends, and outlook. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017, and subsequent filings by the Company with the SEC, including our periodic reports. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

2

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Corporate Headquarters

712 Fifth Ave., 9th Floor

New York, NY 10019

877.826.BLUE

PRESS RELEASE

For Immediate Release

Bluerock Residential Growth REIT Announces Second Quarter 2017 Results

New York, NY (August 8, 2017) – Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) (“the Company”) announced today its financial results for the quarter ended June 30, 2017.

Highlights

• Total revenues grew 47% to $27.0 million for the quarter from $18.4 million for the prior year quarter primarily as a result of significant investment activity in the past year, offset by the sales of four properties in 2017 and one in 2016.

• Net income attributable to common stockholders for the second quarter of 2017 was $0.67 per share, as compared to net loss attributable to common shareholders of $(0.24) per share in the prior year period. Net income (loss) attributable to common stockholders included non-cash expenses of $0.66 per share in the second quarter of 2017 vs. $0.45 per share for the prior year period.

• Adjusted funds from operations attributable to common stockholders (“AFFO”) was $3.3 million for the quarter compared to $4.4 million for the prior year quarter.

• AFFO per share is $0.13 for the second quarter of 2017 as compared to $0.21 for the second quarter of 2016, and exceeded guidance of $0.01 - $0.02.

• Pro forma AFFO per share of $0.36 for the second quarter exceeded pro forma guidance of $0.26 to $0.28 per share.

• The Company paid the full amount of the second quarter’s base management fees in LTIP Units in lieu of cash payment. This favorably impacted AFFO per share and pro forma AFFO per share by $0.10 and $0.09, respectively.

• Property Net Operating Income (NOI) grew 30% to $14.3 million for the quarter, from $11.0 million in the prior year quarter.

• Property NOI margins were 57.3% of revenue for the quarter, compared to 59.8% of revenue in the prior year quarter. Property NOI margins were impacted by the sales of more stabilized assets with proceeds being recycled into replacement properties with higher growth opportunities, which require time to realize margin improvement.

• Same store NOI increased 2.3% for the quarter, as compared to the prior year quarter.

3

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

• Consolidated real estate investments, at cost, increased 10% to $1.1 billion at June 30, 2017 from $1.0 billion at December 31, 2016.

• The Company invested in a portfolio of five operating properties totaling 1,408 units for a total purchase price of approximately $188.9 million during the second quarter.

• The Company declared a monthly dividend for July 2017 of $0.096666 per share on the Company's Class A common stock.

• The Company sold 50,501 shares of Series B preferred stock with associated warrants at a public offering price of $1,000 per unit, for gross proceeds of approximately $50.5 million during the second quarter, an increase in gross proceeds of 114% over the first quarter.

Management Commentary

“We are pleased to report the acquisition of a portfolio of five operating properties totaling 1,408 units for approximately $189 million, continued momentum in the Series B preferred continuous offering raise with second quarter gross proceeds of over $50 million and the recycling of capital through the disposition of interests in three properties at significant gains during the second quarter,” said Ramin Kamfar, the Company’s Chairman and CEO. “Importantly, on August 4, 2017, we also signed definitive agreements to effect the Company’s internalization of its external management function, which will be subject to a vote of our common stockholders at our upcoming annual meeting of stockholders.”

Second Quarter Acquisition and Disposition Activity

• On April 26, 2017, the Company sold its interest in the Lansbrook Village apartments in Palm Harbor, Florida at a total sale price of approximately $82.4 million, recognized a pro rata gain of $16.1 million, with net proceeds of approximately $19.1 million to the Company, generating an internal rate of return of 25% on BRG’s equity investment in the project, for an equity multiple of 1.71x.

• On May 24, 2017, the Company sold its interest in the Fox Hill apartments in Austin, Texas at a total sale price of approximately $46.5 million, recognized a pro rata gain of $10.3 million, with net proceeds of approximately $16.4 million to the Company, generating an internal rate of return of 26% on BRG’s equity investment in the project, for an equity multiple of 1.62x.

• On June 9, 2017, the Company acquired a 90% investment in a 1,408-unit five-property portfolio of multifamily communities located in San Antonio and Tyler, Texas. The total purchase price of approximately $188.9 million includes the assumption of approximately $146.4 million of existing mortgage debt.

• On June 30, 2017, the Company sold its interest in the MDA apartments in Chicago, Illinois at a total sale price of approximately $18.3 million, recognized a pro rata gain of $6.4 million, with net proceeds of approximately $11.0 million to the Company, generating an internal rate of return of 22% on BRG’s equity investment in the project, for an equity multiple of 2.23x.

Pending Investments at June 30, 2017

• The Company has an agreement which entitles the Company to make a 80% investment in a 384-unit apartment community located in Houston, Texas, known as Villages at Cypress Creek, subject to certain conditions. The total purchase price is expected to be approximately $40.7 million.

• The Company has an agreement which entitles the Company to make a 98% investment in a 336-unit apartment community located in Orlando, Florida, known as Citrus Tower, subject to certain conditions. The total purchase price is expected to be approximately $55.3 million.

4

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Second Quarter 2017 Financial Results

Net income attributable to common stockholders for the second quarter of 2017 was $17.6 million, compared to a net loss of $5.0 million in the prior year period. The change was primarily driven by positive increases in property NOI of $3.3 million, interest income of $2.1 million and a gain on sale of real estate investments of $43.8 million, offset by increases in management fees of $4.7 million, depreciation and amortization expense of $2.6 million, interest expense of $3.2 million, loss on extinguishment of debt of $1.6 million, preferred stock dividends and accretion of $3.8 million and non-controlling income allocation of $10.2 million.

AFFO for the second quarter of 2017 was $3.3 million, or $0.13 per diluted share, compared to $4.4 million, or $0.21 per share in the prior year period. AFFO was primarily impacted by increases in property NOI of $3.3 million arising from significant investment activity offset by sales of properties, interest income of $2.1million and offset by interest expense of $2.5 million and preferred stock dividends of $3.4 million.

Same Store Portfolio Performance

Same store NOI for the second quarter of 2017 increased by 2.3% from the same period in the prior year. There was a 2.4% increase in same store property revenues compared to the same prior year period, primarily attributable to a 3.5% increase in average rental rates offset by a 52 basis point decrease in average occupancy. Same store expenses increased 2.6% due to an increase in repair and maintenance across the portfolio.

Management Internalization

On August 4, 2017, the Company announced that it had entered into definitive agreements providing for the Company’s internalization of the external management function currently provided by the Manager and the direct employment of the Manager’s existing management team and certain other employees. The internalization consideration will be calculated pursuant to a formula established in the Management Agreement at the time of the Company’s initial public offering in April 2014 and is expected to be approximately $41-$42 million. To further align the interests of the Company’s management team with those of the Company’s stockholders, 99.9% of the consideration will be paid in equity, comprised of units of limited partnership interest (“OP Units”) in the Company’s operating partnership, and shares of Class C Common Stock, which are being issued to provide the recipients with a voting franchise commensurate with their economic interest in the OP Units. Upon closing of the internalization, which is expected to close in the fourth quarter of 2017, the Company will become a self-managed real estate investment trust. The proposed transaction was unanimously approved by the Special Committee of independent directors and the Company’s full board of directors, but remains subject to approval of the issuances of equity by a majority of disinterested stockholders voting at the Company’s annual meeting of stockholders and other customary closing conditions.

5

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Dividend Details

On July 10, 2017, our board of directors authorized, and we declared, a monthly dividend for July 2017 of $0.096666 per share on our Class A common stock, payable to the stockholders of record as of July 25, 2017, which was paid in cash on August 4, 2017. 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. A portion of each dividend may constitute a return of capital for tax purposes. There is no assurance that we will continue to declare dividends or at this rate.

On August 4, 2017, we announced that our board of directors has initiated, in conjunction with a financial advisor, a review of the appropriate Company’s dividend policy for the Company’s Class A Common stock. The board’s evaluation will consider factors including, but not limited to, achieving a sustainable dividend covered by current recurring AFFO (vs. pro forma AFFO), multifamily and small cap peer ratios, providing financial flexibility for the Company, and achieving an appropriate balance between the retention of capital to invest and grow net asset value, and the importance of current distributions. The board is expected to complete its review of the dividend policy for the Company’s Class A Common Stock in the fourth quarter of 2017.

On July 10, 2017, our board of directors authorized, and we declared, a monthly dividend of $5.00 per share of Series B preferred stock, payable to the stockholders of record as of July 25, 2017, which was paid in cash on August 4, 2017, and as of August 25, 2017, and September 25, 2017, which will be paid in cash on September 5, 2017 and October 5, 2017, respectively.

The board’s review of dividend policy will address the dividend policy for the Company’s Class A Common Stock only. The terms of each series of the Company’s issued and outstanding preferred stock provide for fixed annual dividend rates, and are not subject to adjustment at the board’s discretion.

Q3 2017 Outlook

For the third quarter of 2017, the Company anticipates AFFO in the range of ($0.03) to ($0.02) per share, and $0.25 to $0.27 per share on a pro forma basis. For assumptions underlying earnings guidance, please see page 29 of Company’s Q2 2017 Earnings Supplement available under Investor Relations on the Company’s website (www.bluerockresidential.com). Pro forma AFFO is used for illustrative purposes only, is hypothetical and does not represent historical performance or management’s estimates or projections for future performance.

Conference Call

All interested parties can listen to the live conference call at 11:00 AM ET on Tuesday, August 8, 2017 by dialing +1 (866) 843-0890 within the U.S., or +1 (412) 317-6597, and requesting the "Bluerock Residential Conference."

For those who are not available to listen to the live call, the conference call will be available for replay on the Company’s website two hours after the call concludes, and will remain available until September 8, 2017 at http://services.choruscall.com/links/brg170808.html, as well as by dialing +1 (877) 344-7529 in the U.S., or +1 (412) 317-0088 internationally, and requesting conference number 10111174.

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

About Bluerock Residential Growth REIT, Inc.

Bluerock Residential Growth REIT, Inc. (NYSE MKT: BRG) is a real estate investment trust that focuses on acquiring a diversified portfolio of Class A institutional-quality apartment properties in demographically attractive growth markets to appeal to the renter by choice. The Company’s objective is to generate value through off-market/relationship-based transactions and, at the asset level, through improvements to operations and properties. BRG generally invests with strategic regional partners, including some of the best-regarded private owner-operators in the United States, making it possible to operate as a local sharpshooter in each of its markets while enhancing off-market sourcing capabilities. The Company is included in the Russell 2000 and Russell 3000 Indexes. BRG has elected to be taxed as a real estate investment trust (REIT) for U.S. federal income tax purposes.

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

6

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur, including, without limitation, with respect to the completion of the proposed internalization on the terms described or at all and the expected benefits of the proposed internalization. Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements: the failure to receive, on a timely basis or otherwise, the required approval by the Company’s stockholders, governmental or regulatory agencies and third parties; the risk that a condition to closing of the proposed internalization may not be satisfied; and the Company’s ability to consummate the proposed internalization. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the risk factors set forth in Item 1A of the Company’s Annual Report on Form 10-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2017, and subsequent filings by the Company with the SEC. We claim the safe harbor protection for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

7

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Portfolio Summary

The following is a summary of our operating real estate and development properties as of June 30, 2017:

Operating Properties	Location	Number of Units		Year Built/ Renovated (1)		Ownership Interest			Average Rent (2)		% Occupied (3)
ARIUM at Palmer Ranch	Sarasota, FL		320		2016		95	%	$	1,212		95	%
ARIUM Grandewood	Orlando, FL		306		2005		95	%		1,246		95	%
ARIUM Gulfshore	Naples, FL		368		2016		95	%		1,242		94	%
ARIUM Palms	Orlando, FL		252		2008		95	%		1,232		96	%
ARIUM Pine Lakes	Port St. Lucie, FL		320		2003		85	%		1,116		95	%
ARIUM Westside	Atlanta, GA		336		2008		90	%		1,415		95	%
Ashton Reserve	Charlotte, NC		473		2015		100	%		1,045		97	%
Enders Place at Baldwin Park	Orlando, FL		220		2003		90	%		1,648		96	%
James on South First	Austin, TX		250		2016		90	%		1,189		96	%
Marquis at Crown Ridge	San Antonio, TX		352		2009		90	%		968		96	%
Marquis at Stone Oak	San Antonio, TX		335		2007		90	%		1,403		90	%
Marquis at The Cascades I	Tyler, TX		328		2007		90	%		1,123		97	%
Marquis at The Cascades II	Tyler, TX		254		2009		90	%		1,026		93	%
Marquis at TPC	San Antonio, TX		139		2008		90	%		1,459		91	%
Nevadan	Atlanta, GA		480		1990		90	%		1,090		95	%
Park & Kingston	Charlotte, NC		168		2015		96	%		1,174		97	%
Preston View	Morrisville, NC		382		2000		92	%		1,013		96	%
Roswell City Walk	Roswell, GA		320		2015		98	%		1,462		96	%
Sorrel	Frisco, TX		352		2015		95	%		1,199		92	%
Sovereign	Fort Worth, TX		322		2015		95	%		1,269		95	%
The Brodie	Austin, TX		324		2001		93	%		1,100		96	%
The Preserve at Henderson Beach	Destin, FL		340		2009		100	%		1,312		99	%
Wesley Village	Charlotte, NC		301		2010		92	%		1,270		97	%
Whetstone	Durham, NC		204		2015		(4	)		1,196		94	%
Operating Properties Subtotal/Average			7,446						$	1,208		95	%
Development Properties	Location		Planned Number of Units							Pro Forma Average Rent (5)
Alexan CityCentre	Houston, TX		340						$	2,144
Alexan Southside Place	Houston, TX		270							2,012
APOK Townhomes	Boca Raton, FL		90							2,549
Crescent Perimeter	Atlanta, GA		320							1,749
Domain Phase 1	Garland, TX		299							1,469
Flagler Village	Fort Lauderdale, FL		384							2,481
Helios	Atlanta, GA		282							1,486
Lake Boone Trail	Raleigh, NC		245							1,271
Vickers Village	Roswell, GA		79							3,176
West Morehead	Charlotte, NC		286							1,507
Development Properties Subtotal/Average			2,595						$	1,876
Operating and Development Properties Total/Average			10,041						$	1,380

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

⁽²⁾ Represents the average effective monthly rent per occupied unit for all occupied units for the three months ended June 30, 2017.

⁽³⁾ Percent occupied is calculated as (i) the number of units occupied as of June 30, 2017, divided by (ii) total number of units, expressed as a percentage.

⁽⁴⁾ Whetstone is currently a preferred equity investment providing a stated investment return.

⁽⁵⁾ The Company holds a preferred equity investment with an option to convert into partial ownership of the underlying asset upon stabilization, except Flagler Village. APOK Townhomes, Domain Phase 1, and West Morehead are mezzanine loan investments with an option to purchase indirect property interest upon maturity. Pro forma average rent represents the average pro forma effective monthly rent per occupied unit for all expected occupied units upon stabilization.

8

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Consolidated Statement of Operations

For the Three and Six Months Ended June 30, 2017 and 2016

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Revenues
Net rental income	$	23,615		$	17,513		$	47,482		$	33,441
Other property revenues		1,336			886			2,608			1,592
Interest income from related parties		2,097			—			3,620			—
Total revenues		27,048			18,399			53,710			35,033
Expenses
Property operating		10,646			7,389			20,476			13,982
General and administrative		1,696			1,704			3,146			2,978
Management fees		6,163			1,415			8,931			2,629
Acquisition and pursuit costs		18			249			3,200			1,457
Management internalization		340			—			820			—
Depreciation and amortization		10,387			7,789			21,331			15,298
Total expenses		29,250			18,546			57,904			36,344
Operating loss		(2,202	)		(147	)		(4,194	)		(1,311	)
Other income (expense)
Other income		17			—			17			—
Preferred returns and equity in income of unconsolidated real estate joint ventures		2,605			2,775			5,177			5,543
Gain on sale of real estate investments		33,574			—			50,040			—
Gain on sale of real estate joint venture interest		10,238			—			10,238			—
Loss on early extinguishment of debt		(1,639	)		—			(1,639	)		—
Interest expense, net		(7,825	)		(4,589	)		(14,943	)		(8,817	)
Total other income (expense)		36,970			(1,814	)		48,890			(3,274	)
Net income (loss)		34,768			(1,961	)		44,696			(4,585	)
Preferred stock dividends		(6,381	)		(2,968	)		(12,233	)		(4,451	)
Preferred stock accretion		(647	)		(168	)		(984	)		(293	)
Net income (loss) attributable to noncontrolling interests
Operating partnership units		186			(75	)		129			(136	)
Partially-owned properties		9,985			21			18,771			(14	)
Net income (loss) attributable to noncontrolling interests		10,171			(54	)		18,900			(150	)
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Net income (loss) per common share - Basic	$	0.67		$	(0.24	)	$	0.49		$	(0.45	)
Net income (loss) per common share – Diluted	$	0.67		$	(0.24	)	$	0.49		$	(0.45	)
Weighted average basic common shares outstanding		26,075,911			20,686,652			25,535,178			20,604,124
Weighted average diluted common shares outstanding		26,076,572			20,686,652			25,535,839			20,604,124

9

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Consolidated Balance Sheets

Second Quarter 2017

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

	June 30, 2017			December 31, 2016
ASSETS
Net Real Estate Investments
Land	$	147,562		$	142,274
Buildings and improvements		930,471			848,445
Furniture, fixtures and equipment		29,148			27,617
Construction in progress		24,890			10,878
Total Gross Real Estate Investments		1,132,071			1,029,214
Accumulated depreciation		(35,269	)		(42,137	)
Total Net Real Estate Investments		1,096,802			987,077
Cash and cash equivalents		139,292			82,047
Restricted cash		41,048			45,402
Notes and accrued interest receivable from related parties		56,849			21,267
Due from affiliates		1,240			948
Accounts receivable, prepaid and other assets		6,193			8,610
Preferred equity investments and investments in unconsolidated real estate joint ventures		94,184			91,132
In-place lease intangible assets, net		5,175			4,839
Total Assets	$	1,440,783		$	1,241,322
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
Mortgages payable	$	775,591		$	710,575
Accounts payable		3,416			1,669
Other accrued liabilities		19,006			13,431
Due to affiliates		6,831			2,409
Distributions payable		8,326			7,328
Total Liabilities		813,170			735,412
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized, and 5,721,460 issued and outstanding as of June 30, 2017 and December 31, 2016		138,605			138,316
Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 150,000 shares authorized, 95,552 and 21,482 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		84,058			18,938
7.6250% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,323,750 issued and outstanding as of June 30, 2017 and December 31, 2016		56,202			56,095
Equity
Stockholders’ Equity
Preferred stock, $0.01 par value, 230,975,000 shares authorized; none issued and outstanding		—			—
7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,850,602 issued and outstanding as of June 30, 2017 and December 31, 2016		68,710			68,760
Common stock - Class A, $0.01 par value, 747,586,185 shares authorized; 24,191,951 and 19,567,506 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		242			196
Additional paid-in-capital		321,948			257,403
Distributions in excess of cumulative earnings		(87,130	)		(84,631	)
Total Stockholders’ Equity		303,770			241,728
Noncontrolling Interests
Operating partnership units		2,017			2,216
Partially owned properties		42,961			48,617
Total Noncontrolling Interests		44,978			50,833
Total Equity		348,748			292,561
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY	$	1,440,783		$	1,241,322

10

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

Non-GAAP Financial Measures

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

Funds from Operations and Adjusted Funds from Operations

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

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

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

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

11

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

We have acquired interests in thirteen additional operating properties and three development investments and sold six properties subsequent to June 30, 2016. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance.

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Common stockholders pro-rata share of:
Real estate depreciation and amortization(1)		9,326			6,769			19,129			13,239
Gain on sale of real estate assets		(26,548	)		—			(33,945	)		—
Gain on sale of joint venture interests		(6,332	)		—			(6,332	)		—
FFO Attributable to Common Stockholders	$	(5,985	)	$	1,726		$	(8,569	)	$	4,060
Common stockholders pro-rata share of:
Amortization of non-cash interest expense		773			65			1,246			148
Acquisition and pursuit costs		18			227			3,024			1,373
Management internalization process expense		336			—			811			—
Loss on early extinguishment of debt		1,534			—			1,534			—
Non-recurring income		(16	)		—			(16	)		—
Non-cash preferred returns and equity in income of unconsolidated real estate joint ventures		(487	)		—			(487	)		—
Normally recurring capital expenditures		(331	)		(208	)		(622	)		(416	)
Preferred stock accretion		641			166			974			289
Non-cash equity compensation		6,846			2,400			10,011			4,218
AFFO Attributable to Common Stockholders	$	3,329		$	4,376		$	7,906		$	9,672
Weighted average common shares outstanding - diluted		26,076,572			20,688,631			25,535,839			20,611,802
PER SHARE INFORMATION:
FFO Attributable to Common Stockholders - diluted	$	(0.23	)	$	0.08		$	(0.34	)	$	0.20
AFFO Attributable to Common Stockholders - diluted	$	0.13		$	0.21		$	0.31		$	0.47
Pro forma AFFO Attributable to Common Stockholders - diluted (2)	$	0.36			N/A			N/A			N/A

⁽¹⁾    The real estate depreciation and amortization amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less amounts attributable to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments.

⁽²⁾ Pro forma AFFO for the three months ended June 30, 2017 assumes the investment of $104 million in estimated available cash had occurred on April 1, 2017:

					Investment
#	Investment	MSA	# Units		Amount ($MM's)
1	Acquisition - Identified Assets	San Antonio & Tyler, TX		1,408	$	48
2	Mezzanine Loan - Identified Developments	Atlanta, GA		399		7
3	Acquisition - Unidentified Assets, assumes 5.75% cap rate	-		-		17
4	Mezzanine Loan - Unidentified	-		-		32
	Total				$	104

The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at April 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.

The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.

12

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

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

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Net income (loss) attributable to noncontrolling interest		10,171			(54	)		18,900			(150	)
Preferred stock dividends		6,381			2,968			12,233			4,451
Preferred stock accretion		647			168			984			293
Interest expense, net		7,825			4,589			14,943			8,817
Depreciation and amortization		10,387			7,789			21,331			15,298
EBITDA	$	52,980		$	10,417		$	80,970		$	19,530
Acquisition and pursuit costs		18			249			3,200			1,457
Management internalization process expense		340			-			820			-
Non-cash equity compensation		6,919			2,436			10,119			4,281
Non-recurring income		(17	)		-			(17	)		-
Gain on sale of real estate investments		(33,574	)		-			(50,040	)		-
Gain on sale of real estate joint venture interest		(10,238	)		-			(10,238	)		-
Loss on early extinguishment of debt		1,639			-			1,639			-
Non-cash preferred returns and equity in income of unconsolidated real estate joint ventures		(491	)		-			(491	)		-
Adjusted EBITDA	$	17,576		$	13,102		$	35,962		$	25,268

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.

13

Bluerock Residential Growth REIT, Inc.

Second Quarter Earnings Release

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

	Three Months Ended (1)					Six Months Ended (2)
	June 30,					June 30,
	2017		2016			2017		2016
Net income (loss) attributable to common stockholders	$	17,569	$	(5,043	)	$	12,579	$	(9,179	)
Add pro-rata share:
Depreciation and amortization		9,326		6,769			19,129		13,239
Amortization of non-cash interest expense		773		65			1,246		148
Management fees		6,099		1,394			8,836		2,591
Acquisition and pursuit costs		18		227			3,024		1,373
Loss on early extinguishment of debt		1,534		-			1,534		-
Corporate operating expenses		1,679		1,666			3,112		2,935
Management internalization process expense		336		-			811		-
Preferred dividends		6,314		2,924			12,101		4,385
Preferred stock accretion		641		166			974		289
Less pro-rata share:
Other income		16		-			16		-
Preferred returns and equity in income of unconsolidated real estate joint ventures		2,577		2,733			5,121		5,462
Interest income from related parties		2,075		-			3,581		-
Gain on sale of joint venture interest		6,332		-			6,332		-
Gain on sale of real estate assets		26,548		-			33,945		-
Pro-rata share of properties' income		6,741		5,435			14,351		10,319
Add:
Noncontrolling interest pro-rata share of property income		856		1,065			2,103		2,081
Total property income		7,597		6,500			16,454		12,400
Add:
Interest expense, net		6,708		4,510			13,160		8,651
Net operating income		14,305		11,010			29,614		21,051
Less:
Non-same store net operating income		8,112		4,955			18,806		10,941
Same store net operating income	$	6,193	$	6,055		$	10,808	$	10,110

⁽¹⁾ Same Store sales for the three months ended June 30, 2017 related to the following properties: Enders Place at Baldwin Park, ARIUM Grandewood, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, ARIUM Gulfshore, and The Preserve at Henderson Beach.

⁽²⁾ Same Store sales for the six months ended June 30, 2017 related to the following properties: Enders Place at Baldwin Park, ARIUM Grandewood, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, and ARIUM Gulfshore.

Contact

(Media)

Josh Hoffman

(208) 475.2380

jhoffman@bluerockre.com

##

14

Bluerock Residential Growth REIT, Inc.

Financial and Operating Highlights

For the Three and Six Months Ended June 30, 2017

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

	Three Months Ended									Six Months Ended
	June 30,									June 30,
OPERATING INFORMATION	2017			2016			% Change			2017			2016			% Change
Total revenue	$	27,048		$	18,399			47.0	%	$	53,710		$	35,033			53.3	%
Property NOI margins		57.3	%		59.8	%		-4.2	%		59.1	%		60.1	%		-1.7	%
Property NOI	$	14,305		$	11,010			29.9	%	$	29,614		$	21,051			40.7	%
General and administrative expenses as a percentage of revenue(1)		3.5	%		3.7	%		-5.4	%		3.6	%		3.8	%		-5.3	%
Net income (loss) per common share - Diluted	$	0.67		$	(0.24	)		-		$	0.49		$	(0.45	)		-
AFFO attributable to common shareholders per share(2)	$	0.13		$	0.21			-38.1	%	$	0.31		$	0.47			-34.0	%
Pro forma AFFO attributable to common shareholders per share(3)	$	0.36			N/A			-			N/A			N/A			-
Dividend per share	$	0.29		$	0.29			-		$	0.58		$	0.58			-

⁽¹⁾ General and administrative expenses exclude non-cash expense, such as non-cash equity compensation.

⁽²⁾ See page 30 for the Company's definition of this non-GAAP measurement and reasons for using it.

⁽³⁾ Pro forma AFFO for the three months ended June 30, 2017 assumes the investment of $104 million in estimated available cash had occurred on April 1, 2017:

						Investment
#	Investment	MSA		# Units		Amount ($MM's)
1	Acquisition - Identified Assets		San Antonio & Tyler, TX		1,408	$	48
2	Mezzanine Loan - Identified Developments		Atlanta, GA		399		7
3	Acquisition - Unidentified Assets, assumes 5.75% cap rate		-		-		17
4	Mezzanine Loan - Unidentified		-		-		32
	Total					$	104

The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at April 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.

The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.

15

Bluerock Residential Growth REIT, Inc.

Share and Dividend Information

Second Quarter 2017

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

Weighted Average Common Stock and Units Outstanding for the quarter ended June 30, 2017
Class A Common Stock		24,191,577
LTIP Units		1,884,995
Weighted Average Common Stock and LTIP Units Outstanding, Diluted		26,076,572
OP Units		275,494
Weighted Average Common Stock and Total Units Outstanding, Diluted		26,352,066
Outstanding Common Stock and Units at June 30, 2017		26,449,308
Outstanding 8.250% Series A Cumulative Redeemable Preferred Stock at June 30, 2017		5,721,460
Outstanding Series B Redeemable Preferred Stock at June 30, 2017		95,552
Outstanding 7.625% Series C Cumulative Redeemable Preferred Stock at June 30, 2017		2,323,750
Outstanding 7.125% Series D Cumulative Preferred Stock at June 30, 2017		2,850,602
Common Stock Dividend Yield
Annualized common stock dividend rate (1)	$	1.16
Price per common share (2)	$	12.89
Annualized common stock dividend yield		9.00	%

⁽¹⁾ Annualized rate based on $0.29 per common share quarterly dividend for the quarter ending June 30, 2017, paid monthly. Actual dividend amounts will be determined by the Board of Directors.

⁽²⁾ Closing common stock price of $12.89 as of June 30, 2017.

16

Bluerock Residential Growth REIT, Inc.

EBITDA and Interest Information

Second Quarter 2017

(Unaudited and dollars in thousands)

	Consolidated
	Three Months Ended
	June 30, 2017
Q2 EBITDA CALCULATION
Net (loss) income attributable to common stockholders	$	17,569
Net (loss) income attributable to noncontrolling interest		10,171
Preferred stock dividends		6,381
Preferred stock accretion		647
Interest expense, net		7,825
Depreciation and amortization		10,387
EBITDA (1)	$	52,980
Acquisition and pursuit costs		18
Management internalization process expense		340
Non-cash equity compensation		6,919
Non-recurring income		(17	)
Gain on sale of real estate investments		(33,574	)
Gain on sale of real estate joint venture interest		(10,238	)
Loss on early extinguishment of debt		1,639
Non-cash equity in earnings of unconsolidated joint ventures		(491	)
Adjusted EBITDA	$	17,576
Modified Q2 EBITDA calculation (2)
Adjusted EBITDA	$	17,576
Adjustment		264
Modified Q2 EBITDA	$	17,840
Modified Q2 EBITDA annualized	$	71,360
Modified Q2 interest calculation (2)(3)
Interest Expense	$	6,816
Adjustment		1
Modified Q2 interest expense	$	6,817
Modified Q2 interest expense annualized	$	27,268

⁽¹⁾ See page 31 for a reconciliation of net income attributable to common stockholders to EBITDA and the Company's definition of EBITDA and reasons for using it.

⁽²⁾ Adjustment to EBITDA and interest expense represents the estimated impact over the full period of the following investment activity assuming the transactions had occurred on April 1, 2017: (i) sales of Fox Hill, Lansbrook Village, and MDA Apartments; (ii) acquisitions of Marquis at Crown Ridge, Marquis at Stone Oak, Marquis at The Cascades I, Marquis at The Cascades II, and Marquis at TPC; and (iii) additional investment in Alexan CityCentre. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts.

⁽³⁾ Interest expense excludes fair market value adjustments and amortization of deferred financing costs.

17

Bluerock Residential Growth REIT, Inc.

Financial Statistics

Second Quarter 2017

(Unaudited and dollars in thousands)

	Consolidated
	Three Months Ended
	June 30, 2017
Interest Coverage Ratio
Modified Q2 EBITDA *	$	17,840
Modified Q2 interest expense (4) *	$	6,817
Interest Coverage Ratio		2.62	x
Quarterly Fixed Charge Coverage Ratio
Modified Q2 interest expense (4) *	$	6,817
Preferred stock dividends	$	6,381
Total fixed charges	$	13,198
Modified Q2 EBITDA *	$	17,840
Modified Q2 EBITDA fixed charge coverage ratio		1.35	x
Net Debt / Modified EBITDA Ratio
Total debt (1)	$	781,602
Less: cash (3)	$	(180,340	)
Net debt (less cash)	$	601,262
Modified Q2 EBITDA (annualized)*	$	71,360
Net Debt / Modified EBITDA Ratio		8.43	x
Leverage as a Percentage of assets
Total debt (1)	$	781,602
Total undepreciated assets (2)	$	1,476,052
Total Debt / Total Undepreciated Assets		53.0	%
Net Debt / Net Undepreciated Assets		46.4	%
Leverage as a Percentage of Enterprise Value
Total market cap (5)	$	717,642
Total debt (1)	$	781,602
Total Enterprise Value	$	1,499,244
Total Debt / Total Enterprise Value		52.1	%
Net Debt / Total Enterprise Value		40.1	%

⁽¹⁾ Total debt excludes amortization of fair market value adjustments of $2.1 million and deferred financing costs of $8.1 million.

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

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

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

⁽⁵⁾ Total market cap is calculated by using common shares, preferred shares, and equivalents (LTIP Units) times the June 30, 2017 closing share prices.

* Adjustment to EBITDA and interest expense represents the estimated impact over the full period of the following investment activity assuming the transactions had occurred on April 1, 2017: (i) sales of Fox Hill, Lansbrook Village, and MDA Apartments; (ii) acquisitions of Marquis at Crown Ridge, Marquis at Stone Oak, Marquis at The Cascades I, Marquis at The Cascades II, and Marquis at TPC; and (iii) additional investment in Alexan CityCentre. Actual results may differ significantly from the presented, adjusted amounts including annualized amounts. See prior page for calculations.

18

Bluerock Residential Growth REIT, Inc.

Recent Acquisitions and Pending Investments

(Unaudited and dollars in millions)

Summary of Recent Acquisitions and Pending Investments

Property	Location	Date of Investment	Year Built/ Renovated(1)		Number of Units		Ownership Interest in Property			Purchase Price		Average Rent(2)
Recent Acquisitions
Preston View	Morrisville, NC	2/17/2017		2000		382		91.8	%	$	59.5	$	1,013
Wesley Village	Charlotte, NC	3/9/2017		2010		301		91.8	%		57.2		1,270
Marquis at Crown Ridge	San Antonio, TX	6/9/2017		2009		352		90.0	%		39.5		968
Marquis at Stone Oak	San Antonio, TX	6/9/2017		2007		335		90.0	%		55.4		1,403
Marquis at The Cascades I	Tyler, TX	6/9/2017		2007		328		90.0	%		44.7		1,123
Marquis at The Cascades II	Tyler, TX	6/9/2017		2009		254		90.0	%		28.5		1,026
Marquis at TPC	San Antonio, TX	6/9/2017		2008		139		90.0	%		20.9		1,459
Total/Average for recent acquisitions						2,091				$	305.7	$	1,151
Pending Investments at June 30, 2017
Citrus Tower	Orlando, FL			2006		336		97.6	%	$	55.3	$	1,235
Villages at Cypress Creek	Houston, TX			2001		384		80.0	%		40.7		1,069
Total/Average for pending investments						720				$	96.0	$	1,146
Total recent acquisitions and pending investments						2,811				$	401.7	$	1,150

⁽¹⁾ All dates are for the year construction was completed.

⁽²⁾ Represents the average effective monthly rent per occupied unit for all occupied units for the three months ended June 30, 2017. The average rent for the development projects and the pending investments is pro forma based on underwriting.

19

Bluerock Residential Growth REIT, Inc.

Recent Dispositions

(Unaudited and dollars in millions)

Summary of Recent Dispositions

Property	Location	Date Sold	Number of Units		Ownership Interest in Property			Sale Price		BRG Net Proceeds		IRR			Equity Multiple
Village Green of Ann Arbor	Ann Arbor, MI	2/22/2017		520		48.6	%	$	71.4	$	13.6		38	%		2.32
Lansbrook Village	Palm Harbor, FL	4/26/2017		621		90.0	%	$	82.4	$	19.1		25	%		1.71
Fox Hill	Austin, TX	5/24/2017		288		94.6	%	$	46.5	$	16.4		26	%		1.62
MDA Apartments (1)	Chicago, IL	6/30/2017		190		35.3	%	$	18.3	$	11.0		22	%		2.23
Total/Weighted Average				1,619				$	218.6	$	60.1		27	%		1.86

⁽¹⁾ Represents sale of the Company's 35% joint venture interest in MDA Apartments.

20

Bluerock Residential Growth REIT, Inc.

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

For the Three and Six Months Ended June 30, 2017

(Unaudited and dollars in thousands)

Investments in Unconsolidated Real Estate Joint Ventures

Multifamily Community Name	Investment as of April 1, 2017		Additional Investments (Dispositions) during the quarter		Investment as of June 30, 2017		Preferred Return			Income Earned for the Three Months Ended June 30, 2017			Income Earned for the Six Months Ended June 30, 2017
Alexan CityCentre	$	7,733	$	1,525	$	9,258		15	%	$	325		$	626
Alexan Southside		19,015		-		19,015		15	%		733			1,373
APOK Townhomes		7		-		7			*		-			-
Domain Phase 1		12		-		12			*		-			141
EOS		-		-		-		15	%		-			(22	)
Flagler Village		24,184		472		24,656			*		(2	)		(4	)
Helios		16,360		-		16,360		15	%		612			1,217
Lake Boone Trail		11,929		1		11,930		15	%		446			867
West Morehead		14		-		14			*		-			-
Whetstone **		12,932		-		12,932		15	%		491			979
	$	92,186	$	1,998	$	94,184				$	2,605		$	5,177

* The property is currently an equity method investment with common ownership.

** Commencing April 1, 2017, the Whetstone preferred income is being accrued and not paid currently. 

Notes and Accrued Interest Receivable from Related Parties

Multifamily Community Name	Note Receivable as of April 1, 2017		Change			Note Receivable as of June 30, 2017		Note Receivable Interest			Interest Income Earned for the Three Months Ended June 30, 2017		Interest Income Earned for the Six Months Ended June 30, 2017
APOK Townhomes	$	11,365	$	(5	)	$	11,360		15	%	$	420	$	807
Domain Phase 1		20,511		17			20,528		15	%		758		992
West Morehead		24,971		(10	)		24,961		15	%		919		1,821
	$	56,847	$	2		$	56,849				$	2,097	$	3,620

21

Bluerock Residential Growth REIT, Inc.

Portfolio Information

Second Quarter 2017

(Unaudited)

Multifamily Community Name	Location	Number of Units		Year Built/ Renovated(1)		Average Rent(2)			Revenue per Occupied Unit(3)			Average Occupancy
Operating Properties:
ARIUM at Palmer Ranch	Sarasota, FL		320		2016	$	1,212		$	1,238			94.2	%
ARIUM Grandewood	Orlando, FL		306		2005		1,246			1,291			94.9	%
ARIUM Gulfshore	Naples, FL		368		2016		1,242			1,254			94.3	%
ARIUM Palms	Orlando, FL		252		2008		1,232			1,262			93.0	%
ARIUM Pine Lakes	Port St. Lucie, FL		320		2003		1,116			1,219			95.4	%
ARIUM Westside	Atlanta, GA		336		2008		1,415	(4)		1,444	(4)		94.1	%
Ashton Reserve	Charlotte, NC		473		2015		1,045			1,050			96.9	%
Enders Place at Baldwin Park	Orlando, FL		220		2003		1,648			1,723			94.7	%
James on South First	Austin, TX		250		2016		1,189			1,267			94.7	%
Marquis at Crown Ridge	San Antonio, TX		352		2009		968			1,012			95.8	%
Marquis at Stone Oak	San Antonio, TX		335		2007		1,403			1,441			89.5	%
Marquis at The Cascades I	Tyler, TX		328		2007		1,123			1,197			93.1	%
Marquis at The Cascades II	Tyler, TX		254		2009		1,026			1,078			92.1	%
Marquis at TPC	San Antonio, TX		139		2008		1,459			1,504			89.4	%
Nevadan	Atlanta, GA		480		1990		1,090			1,130			95.2	%
Park & Kingston	Charlotte, NC		168		2015		1,174			1,226			96.5	%
Preston View	Morrisville, NC		382		2000		1,013			1,069			93.2	%
Roswell City Walk	Roswell, GA		320		2015		1,462			1,504			94.8	%
Sorrel	Frisco, TX		352		2015		1,199			1,243			92.2	%
Sovereign	Fort Worth, TX		322		2015		1,269			1,344			95.4	%
The Brodie	Austin, TX		324		2001		1,100			1,181			94.4	%
The Preserve at Henderson Beach	Destin, FL		340		2009		1,312			1,362			96.5	%
Wesley Village	Charlotte, NC		301		2010		1,270			1,298			96.8	%
Whetstone	Durham, NC		204		2015		1,196			1,288			91.4	%
Total Operating Properties			7,446			$	1,208		$	1,257			94.2	%
Development Properties:
Alexan CityCentre	Houston, TX		340			$	2,144	(5)		N/A			N/A
Alexan Southside Place	Houston, TX		270				2,012	(5)		N/A			N/A
APOK Townhomes	Boca Raton, FL		90				2,549	(5)		N/A			N/A
Crescent Perimeter	Atlanta, GA		320				1,749	(5)		N/A			N/A
Domain Phase 1	Garland, TX		299				1,469	(5)		N/A			N/A
Flagler Village	Fort Lauderdale, FL		384				2,481	(5)		N/A			N/A
Helios	Atlanta, GA		282				1,486	(5)		N/A			N/A
Lake Boone Trail	Raleigh, NC		245				1,271	(5)		N/A			N/A
Vickers Village	Roswell, GA		79				3,176	(5)		N/A			N/A
West Morehead	Charlotte, NC		286				1,507	(5)		N/A			N/A
Total Development Properties			2,595			$	1,876			N/A			N/A
Total Operating and Development Properties			10,041			$	1,380		$	1,257			94.2	%
Pending Properties:
Citrus Tower	Orlando, FL		336		2006	$	1,235			N/A			N/A
Villages at Cypress Creek	Houston, TX		384		2001		1,069			N/A			N/A
Total Pending Properties			720			$	1,146			N/A			N/A
Total Portfolio Including Pending Properties			10,761			$	1,365		$	1,257			94.2	%

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

⁽²⁾ Represents the average effective monthly rent per occupied unit for all occupied units for the three months ended June 30, 2017.

⁽³⁾ Revenue per occupied unit is total revenue divided by average number of occupied units for the three months ended June 30, 2017.

⁽⁴⁾ Represents average rent and revenue per occupied unit for residential units only and excludes the property's retail space.

⁽⁵⁾ Represents the average pro forma effective monthly rent per occupied unit for all expected units upon stabilization.

22

Bluerock Residential Growth REIT, Inc.

Development Properties

As of June 30, 2017

(Unaudited and dollars in millions)

This table includes forward-looking statements based on current judgments and current knowledge of management, which are subject to certain risks, trends and uncertainties that could cause results to vary from those projected. Please see the paragraph on forward-looking statements on page 2 of this document for a discussion of risks and uncertainties.

											Estimated/Actual Dates for
Multifamily Community Name(1)	Planned Number of Units		Total Estimated Construction Cost (in millions)		Cost to Date (in millions)		Estimated Construction Cost Per Unit		Total Available Financing (in millions)		Construction Start	Initial Occupancy	Construction Completion	Stabilized Operations(2)
Alexan CityCentre		340	$	83.0	$	76.4	$	244,118	$	55.1	4Q14	2Q17	4Q17	4Q18
Alexan Southside Place		270	$	49.0	$	32.2	$	181,481	$	31.6	4Q15	4Q17	2Q18	4Q18
APOK Townhomes		90	$	28.9	$	7.8	$	321,111	$	18.7	2Q17	3Q18	1Q19	3Q19
Crescent Perimeter		320	$	70.0	$	25.3	$	218,750	$	44.7	4Q16	4Q18	2Q19	4Q19
Domain Phase 1		299	$	52.6	$	10.7	$	175,920	$	36.7	1Q17	4Q18	2Q19	4Q19
Flagler Village		384	$	131.8	$	27.8	$	343,229	$	92.3	1Q18	3Q19	3Q20	3Q21
Helios		282	$	50.9	$	42.7	$	180,496	$	38.1	4Q15	2Q17	4Q17	2Q18
Lake Boone Trail		245	$	40.2	$	24.2	$	164,082	$	25.2	2Q16	1Q18	3Q18	2Q19
Vickers Village		79	$	30.6	$	14.6	$	387,342	$	18.0	2Q16	2Q18	3Q18	1Q19
West Morehead		286	$	60.0	$	18.4	$	209,790	$	41.8	4Q16	4Q18	2Q19	4Q19

⁽¹⁾ The properties are under development. Alexan CityCentre, Alexan Southside Place, Helios, and Lake Boone Trail are preferred equity investments with an option to convert into partial ownership upon stabilization.  Domain Phase 1, West Morehead, and APOK Townhomes are mezzanine loan investments with an option to purchase indirect property interest upon maturity.  Flagler Village, Vickers Village, and Crescent Perimeter are common interests and do not have a preferred equity or mezzanine structure. 

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

23

Bluerock Residential Growth REIT, Inc.

Condensed Consolidated Balance Sheets

Second Quarter 2017

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

	June 30, 2017			December 31, 2016
ASSETS
Net Real Estate Investments
Land	$	147,562		$	142,274
Buildings and improvements		930,471			848,445
Furniture, fixtures and equipment		29,148			27,617
Construction in progress		24,890			10,878
Total Gross Real Estate Investments		1,132,071			1,029,214
Accumulated depreciation		(35,269	)		(42,137	)
Total Net Real Estate Investments		1,096,802			987,077
Cash and cash equivalents		139,292			82,047
Restricted cash		41,048			45,402
Notes and accrued interest receivable from related parties		56,849			21,267
Due from affiliates		1,240			948
Accounts receivable, prepaid and other assets		6,193			8,610
Preferred equity investments and investments in unconsolidated real estate joint ventures		94,184			91,132
In-place lease intangible assets, net		5,175			4,839
Total Assets	$	1,440,783		$	1,241,322
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
Mortgages payable	$	775,591		$	710,575
Accounts payable		3,416			1,669
Other accrued liabilities		19,006			13,431
Due to affiliates		6,831			2,409
Distributions payable		8,326			7,328
Total Liabilities		813,170			735,412
8.250% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 10,875,000 shares authorized, and 5,721,460 issued and outstanding as of June 30, 2017 and December 31, 2016		138,605			138,316
Series B Redeemable Preferred Stock, liquidation preference $1,000 per share, 150,000 shares authorized, 95,552 and 21,482 issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		84,058			18,938
7.6250% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,323,750 issued and outstanding as of June 30, 2017 and December 31, 2016		56,202			56,095
Equity
Stockholders’ Equity
Preferred stock, $0.01 par value, 230,975,000 shares authorized; none issued and outstanding		—			—
7.125% Series D Cumulative Preferred Stock, liquidation preference $25.00 per share, 4,000,000 shares authorized, 2,850,602 issued and outstanding as of June 30, 2017 and December 31, 2016		68,710			68,760
Common stock - Class A, $0.01 par value, 747,586,185 shares authorized; 24,191,951 and 19,567,506 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively		242			196
Additional paid-in-capital		321,948			257,403
Distributions in excess of cumulative earnings		(87,130	)		(84,631	)
Total Stockholders’ Equity		303,770			241,728
Noncontrolling Interests
Operating partnership units		2,017			2,216
Partially owned properties		42,961			48,617
Total Noncontrolling Interests		44,978			50,833
Total Equity		348,748			292,561
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY	$	1,440,783		$	1,241,322

24

Bluerock Residential Growth REIT, Inc.

Consolidated Statements of Operations

For the Three and Six Months Ended June 30, 2017 and 2016

(Dollars in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Revenues
Net rental income	$	23,615		$	17,513		$	47,482		$	33,441
Other property revenues		1,336			886			2,608			1,592
Interest income from related parties		2,097			—			3,620			—
Total revenues		27,048			18,399			53,710			35,033
Expenses
Property operating		10,646			7,389			20,476			13,982
General and administrative		1,696			1,704			3,146			2,978
Management fees		6,163			1,415			8,931			2,629
Acquisition and pursuit costs		18			249			3,200			1,457
Management internalization		340			—			820			—
Depreciation and amortization		10,387			7,789			21,331			15,298
Total expenses		29,250			18,546			57,904			36,344
Operating loss		(2,202	)		(147	)		(4,194	)		(1,311	)
Other income (expense)
Other income		17			—			17			—
Preferred returns and equity in income of unconsolidated real estate joint ventures		2,605			2,775			5,177			5,543
Gain on sale of real estate investments		33,574			—			50,040			—
Gain on sale of real estate joint venture interest		10,238			—			10,238			—
Loss on early extinguishment of debt		(1,639	)		—			(1,639	)		—
Interest expense, net		(7,825	)		(4,589	)		(14,943	)		(8,817	)
Total other income (expense)		36,970			(1,814	)		48,890			(3,274	)
Net income (loss)		34,768			(1,961	)		44,696			(4,585	)
Preferred stock dividends		(6,381	)		(2,968	)		(12,233	)		(4,451	)
Preferred stock accretion		(647	)		(168	)		(984	)		(293	)
Net income (loss) attributable to noncontrolling interests
Operating partnership units		186			(75	)		129			(136	)
Partially-owned properties		9,985			21			18,771			(14	)
Net income (loss) attributable to noncontrolling interests		10,171			(54	)		18,900			(150	)
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Net income (loss) per common share - Basic	$	0.67		$	(0.24	)	$	0.49		$	(0.45	)
Net income (loss) per common share – Diluted	$	0.67		$	(0.24	)	$	0.49		$	(0.45	)
Weighted average basic common shares outstanding		26,075,911			20,686,652			25,535,178			20,604,124
Weighted average diluted common shares outstanding		26,076,572			20,686,652			25,535,839			20,604,124

25

Bluerock Residential Growth REIT, Inc.

Reconciliation of Funds from Operations (FFO) and Adjusted Funds from Operations (AFFO) Attributable to Common Stockholders

For the Three and Six Months Ended June 30, 2017 and 2016

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Common stockholders pro-rata share of:
Real estate depreciation and amortization(1)		9,326			6,769			19,129			13,239
Gain on sale of real estate assets		(26,548	)		—			(33,945	)		—
Gain on sale of joint venture interests		(6,332	)		—			(6,332	)		—
FFO Attributable to Common Stockholders	$	(5,985	)	$	1,726		$	(8,569	)	$	4,060
Common stockholders pro-rata share of:
Amortization of non-cash interest expense		773			65			1,246			148
Acquisition and pursuit costs		18			227			3,024			1,373
Management internalization process expense		336			—			811			—
Loss on early extinguishment of debt		1,534			—			1,534			—
Non-recurring income		(16	)		—			(16	)		—
Non-cash preferred returns and equity in income of unconsolidated real estate joint ventures		(487	)		—			(487	)		—
Normally recurring capital expenditures(2)		(331	)		(208	)		(622	)		(416	)
Preferred stock accretion		641			166			974			289
Non-cash equity compensation		6,846			2,400			10,011			4,218
AFFO Attributable to Common Stockholders	$	3,329		$	4,376		$	7,906		$	9,672
Weighted average common shares outstanding - diluted(3)		26,076,572			20,688,631			25,535,839			20,611,802
PER SHARE INFORMATION:
FFO Attributable to Common Stockholders - diluted	$	(0.23	)	$	0.08		$	(0.34	)	$	0.20
AFFO Attributable to Common Stockholders - diluted	$	0.13		$	0.21		$	0.31		$	0.47
Pro forma AFFO Attributable to Common Stockholders - diluted (4)	$	0.37			N/A			N/A			N/A

⁽¹⁾    The real estate depreciation and amortization amount includes our share of consolidated real estate-related depreciation and amortization of intangibles, less amounts attributable to noncontrolling interests, and our similar estimated share of unconsolidated depreciation and amortization, which is included in earnings of our unconsolidated real estate joint venture investments.

⁽²⁾    See page 30 for the Company's definitions of these non-GAAP measurements. Individual line items included in FFO and AFFO calculations include results from discontinued operations where applicable.

⁽³⁾    Total weighted average shares for the quarter, including OP units of 275,494 was 26,352,066. AFFO related to the OP units is excluded from the calculation above. When including both, AFFO attributable to OP units and 275,494 of OP units in the weighted average share count, in the above calculation, AFFO is $0.13 per share.

⁽⁴⁾ Pro forma AFFO for the three months ended June 30, 2017 assumes the investment of $104 million in estimated available cash had occurred on April 1, 2017:

						Investment
#	Investment	MSA		# Units		Amount ($MM's)
1	Acquisition - Identified Assets		San Antonio & Tyler, TX		1,408	$	48
2	Mezzanine Loan - Identified Developments		Atlanta, GA		399		7
3	Acquisition - Unidentified Assets, assumes 5.75% cap rate		-		-		17
4	Mezzanine Loan - Unidentified		-		-		32
	Total					$	104

The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at April 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.

The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.

26

Bluerock Residential Growth REIT, Inc.

Debt Summary Information

As of June 30, 2017

(Unaudited and dollars in thousands)

Debt Outstanding

Property	Outstanding Principal			Interest Rate			Fixed/ Floating	Maturity Date
ARIUM at Palmer Ranch	$	26,925			3.23	%	LIBOR + 2.17% (1)	February 1, 2023
ARIUM Grandewood		34,294			2.88	%	Floating (2)	December 1, 2024
ARIUM Gulfshore		32,626			3.23	%	LIBOR + 2.17% (1)	February 1, 2023
ARIUM Palms		24,999			3.28	%	LIBOR + 2.22% (1)	September 1, 2022
ARIUM Pine Lakes		26,950			3.95	%	Fixed	November 1, 2023
ARIUM Westside		52,150			3.68	%	Fixed	August 1, 2023
Ashton Reserve I		31,653			4.67	%	Fixed	December 1, 2025
Ashton Reserve II		15,270			3.68	%	LIBOR + 2.62% (1)	January 1, 2026
Crescent Perimeter (3)		—			—		LIBOR + 3.00%	December 12, 2020
Enders Place at Baldwin Park (4)		24,511			4.30	%	Fixed	November 1, 2022
James on South First		26,500			4.35	%	Fixed	January 1, 2024
Marquis at Crown Ridge		29,508			2.67	%	LIBOR + 1.61% (1)	June 1, 2024
Marquis at Stone Oak		43,125			2.67	%	LIBOR + 1.61% (1)	June 1, 2024
Marquis at The Cascades I		33,207			2.67	%	LIBOR + 1.61% (1)	June 1, 2024
Marquis at The Cascades II		23,175			2.67	%	LIBOR + 1.61% (1)	June 1, 2024
Marquis at TPC		17,362			2.67	%	LIBOR + 1.61% (1)	June 1, 2024
Nevadan		48,431			3.54	%	LIBOR + 2.48% (1)	November 1, 2023
Park & Kingston (5)		18,432			3.41	%	Fixed	April 1, 2020
Preston View		41,066			3.13	%	LIBOR + 2.07% (1)	March 1, 2024
Roswell City Walk		51,000			3.63	%	Fixed	December 1, 2026
Sorrel		38,684			3.35	%	LIBOR + 2.29% (1)	May 1, 2023
Sovereign		28,880			3.46	%	Fixed	November 10, 2022
The Brodie		34,825			3.71	%	Fixed	December 1, 2023
The Preserve at Henderson Beach		36,655			4.65	%	Fixed	January 5, 2023
Vickers Village (6)		829			4.22	%	LIBOR + 3.00% (6)	December 1, 2020
Wesley Village		40,545			4.25	%	Fixed	April 1, 2024
Total		781,602
Fair value adjustments		2,139
Deferred financing costs, net		(8,150	)
Total	$	775,591
Weighted Average Interest Rate		3.51	%

⁽¹⁾ One month LIBOR as of June 30, 2017 was 1.06%.

⁽²⁾ ARIUM Grandewood principal balance includes the initial advance of $29.44 million at a floating rate of 1.67% plus one month LIBOR and a $4.85 million supplemental loan at a floating rate of 2.74% plus one month LIBOR. At June 30, 2017, the interest rates on the initial advance and supplemental loan were 2.46% and 3.53%, respectively.

⁽³⁾ Construction loan of up to $44.7 million. The loan has a one-year extension option subject to certain conditions.

⁽⁴⁾ The Enders Place at Baldwin Park principal balance includes a $16.7 million loan at a fixed rate of 3.97% and a $7.8 million supplemental loan at a fixed rate of 5.01%.

⁽⁵⁾ The Park & Kingston principal balance includes a $15.3 million loan at a fixed rate of 3.21% and a $3.2 million supplemental loan at a fixed rate of 4.34%.

⁽⁶⁾ Construction loan of up to $18.0 million with interest at a floating rate of 3.00% plus one month LIBOR.

27

Bluerock Residential Growth REIT, Inc.

Debt Summary Information Continued

As of June 30, 2017

(Unaudited and dollars in thousands)

Debt Maturity Schedules

Year	Fixed Rate		Floating Rate		Total		% of Total
2017	$	907	$	471	$	1,378		0.18	%
2018		2,223		1,863		4,086		0.52	%
2019		3,770		3,797		7,567		0.97	%
2020		23,530		6,270		29,800		3.81	%
2021		5,648		5,551		11,199		1.43	%
Thereafter		336,022		391,550		727,572		93.09	%
	$	372,100	$	409,502	$	781,602		100.00	%
Fair Value Adjustments		2,139		-		2,139
Total	$	374,239	$	409,502	$	783,741

	Amounts		% of Total			Weighted Average Rates			Weighted Average Maturities (years)
Secured Fixed Rate Debt	$	374,239		47.8	%		4.00	%		6.6
Secured Floating Rate Debt		409,502		52.2	%		3.06	%		6.5
Total	$	783,741		100.0	%		3.51	%		6.5

28

Bluerock Residential Growth REIT, Inc.

2017 Third Quarter Outlook

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

	2017 Third Quarter Outlook
	($ in thousands except per share amounts)
	Q3 - Projected (8)			Q3 - Proforma (7) (8)
Earnings
Adjusted Funds From Operations Attributable to Common Stockholders per share		($0.03) - ($0.02	)		$0.25 - $0.27
Operations
Revenue (1)		$25,540 - $25,620			$31,870 - $31,950
Property Operating Margin		55.1% - 55.4	%		56.9% - 57.1	%
Interest expense	$	7,570		$	8,840
General and administrative expenses as percentage of revenue (2)		4.1% - 4.0	%		3.3% - 3.2	%
Management fees	$	2,890		$	2,810
Depreciation and amortization expense	$	11,850				*
Depreciation and amortization recapture (3)		91.6	%			*
Equity in operating earnings in unconsolidated subsidiaries (4)	$	2,180		$	2,220
Interest income from related parties	$	2,120		$	6,340
Noncontrolling interest (5)		4.7% - 4.6	%		6.6% - 6.7	%
Recurring capex (6)		$460 - $440			$510 - $490

* Amount is indeterminable.

⁽¹⁾ Revenue includes only property level revenues and excludes income from preferred investments and mezzanine loans, which flow through the "Equity in operating earnings of unconsolidated subsidiaries" and "interest income from related parties" line items, respectively.

⁽²⁾ General and administrative expenses exclude non-cash expenses, such as non-cash equity compensation.

⁽³⁾ Represents estimated recapture of the Company's pro-rata share of depreciation for AFFO purposes and excludes depreciation and amortization on forecasted acquisitions.

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

⁽⁵⁾ Represents estimated net income/loss (excluding non-cash equity compensation, gain on sale of real estate assets, acquisition costs and depreciation on forecasted acquisitions) attributable to non-controlling interest of OP unit holders and joint venture partner interests.

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

⁽⁷⁾ Pro forma guidance assumes the investment of $138 million in estimated available cash had occurred on July 1, 2017:

					Investment
#	Investment	MSA	# Units		Amount (in millions)
1	Acquisition - Identified Assets	Orlando, FL & Houston, TX		720	$	33
2	Mezzanine Loan - Identified Developments	Atlanta, GA & FT. Lauderdale, FL		783		40
3	Acquisition - Unidentified Assets, assumes 5.75% cap rate	-		-		42
4	Mezzanine Loan - Unidentified	-		-		23
	Total				$	138

The pro forma guidance is being presented solely for purposes of illustrating the potential impact of these pipeline transactions, as well as future investments to be made with funds we have available for investment, as if they had occurred at July 1, 2017, based on information currently available to management and assumptions management has made with respect to our future pipeline.

The Company is providing no assurances that any of the above transactions are probable, or that they will close or that management will identify or acquire investments consistent with our pipeline assumptions, and the failure to do so would significantly impact pro forma guidance. The actual timing of these investments, if and when made, will vary materially from the assumed timing reflected in the pro forma guidance, and actual quarterly results will differ significantly from the pro forma guidance shown above. Investors should not rely on pro forma guidance as a forecast of the actual performance of the Company.

⁽⁸⁾ The Company has not reconciled projected and pro forma Adjusted Funds From Operations Attributable to Common Shareholders per share (“AFFO”) guidance to the corresponding GAAP financial measure because it does not provide guidance for various reconciling items. The Company is unable to provide guidance for these reconciling items since certain items that impact net income are outside of its control and cannot be reasonably predicted. Accordingly, reconciliations to the corresponding GAAP financial measures are not available.

29

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, Attributable to Common Shareholders

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

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

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

Neither FFO nor AFFO is equivalent to net income 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 thirteen additional operating properties and three development investments, and sold six properties subsequent to June 30, 2016. The results presented in the table below are not directly comparable and should not be considered an indication of our future operating performance (unaudited and dollars in thousands, except share and per share data).

Recurring Capital Expenditures

We define recurring capital expenditures as expenditures that are incurred at every property and exclude development, investment, revenue enhancing and non-recurring capital expenditures.

Non-Recurring Capital Expenditures

We define non-recurring capital expenditures as expenditures for significant projects that upgrade units or common areas and projects that are revenue enhancing.

Same Store Properties

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

30

Bluerock Residential Growth REIT, Inc.

Definitions of Non-GAAP Financial Measures

(Unaudited and dollars in thousands)

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

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net income (loss) attributable to common stockholders	$	17,569		$	(5,043	)	$	12,579		$	(9,179	)
Net income (loss) attributable to noncontrolling interest		10,171			(54	)		18,900			(150	)
Preferred stock dividends		6,381			2,968			12,233			4,451
Preferred stock accretion		647			168			984			293
Interest expense, net		7,825			4,589			14,943			8,817
Depreciation and amortization		10,387			7,789			21,331			15,298
EBITDA	$	52,980		$	10,417		$	80,970		$	19,530
Acquisition and pursuit costs		18			249			3,200			1,457
Management internalization process expense		340			-			820			-
Non-cash equity compensation		6,919			2,436			10,119			4,281
Non-recurring income		(17	)		-			(17	)		-
Gain on sale of real estate investments		(33,574	)		-			(50,040	)		-
Gain on sale of real estate joint venture interest		(10,238	)		-			(10,238	)		-
Loss on early extinguishment of debt		1,639			-			1,639			-
Non-cash preferred returns and equity in income of unconsolidated real estate joint ventures		(491	)		-			(491	)		-
Adjusted EBITDA	$	17,576		$	13,102		$	35,962		$	25,268

31

Bluerock Residential Growth REIT, Inc.

Definitions of Non-GAAP Financial Measures

(Unaudited and dollars in thousands)

Property Net Operating Income ("Property NOI")

We believe that net operating income, or NOI, is a useful measure of our operating performance. We define NOI as total property revenues less total property operating expenses, excluding depreciation and amortization and interest. Other REITs may use different methodologies for calculating NOI, and accordingly, our NOI may not be comparable to other REITs. We believe that this measure provides an operating perspective not immediately apparent from GAAP operating income or net income. We use NOI to evaluate our performance on a same store and non-same store basis because NOI measures the core operations of property performance by excluding corporate level expenses and other items not related to property operating performance and captures trends in rental housing and property operating expenses. However, NOI should only be used as an alternative measure of our financial performance.

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

	Three Months Ended (1)					Six Months Ended (2)
	June 30,					June 30,
	2017		2016			2017		2016
Net income (loss) attributable to common stockholders	$	17,569	$	(5,043	)	$	12,579	$	(9,179	)
Add pro-rata share:
Depreciation and amortization		9,326		6,769			19,129		13,239
Amortization of non-cash interest expense		773		65			1,246		148
Management fees		6,099		1,394			8,836		2,591
Acquisition and pursuit costs		18		227			3,024		1,373
Loss on early extinguishment of debt		1,534		-			1,534		-
Corporate operating expenses		1,679		1,666			3,112		2,935
Management internalization process expense		336		-			811		-
Preferred stock dividends		6,314		2,924			12,101		4,385
Preferred stock accretion		641		166			974		289
Less pro-rata share:
Other income		16		-			16		-
Preferred returns and equity in income of unconsolidated real estate joint ventures		2,577		2,733			5,121		5,462
Interest income from related parties		2,075		-			3,581		-
Gain on sale of joint venture interest		6,332		-			6,332		-
Gain on sale of real estate assets		26,548		-			33,945		-
Pro-rata share of properties' income		6,741		5,435			14,351		10,319
Add:
Noncontrolling interest pro-rata share of property income		856		1,065			2,103		2,081
Total property income		7,597		6,500			16,454		12,400
Add:
Interest expense, net		6,708		4,510			13,160		8,651
Net operating income		14,305		11,010			29,614		21,051
Less:
Non-same store net operating income		8,112		4,955			18,806		10,941
Same store net operating income	$	6,193	$	6,055		$	10,808	$	10,110

⁽¹⁾ Same Store sales for the three months ended June 30, 2017 related to the following properties: Enders Place at Baldwin Park, ARIUM Grandewood, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, ARIUM Gulfshore, and The Preserve at Henderson Beach.

⁽²⁾ Same Store sales for the six months ended June 30, 2017 related to the following properties: Enders Place at Baldwin Park, ARIUM Grandewood, Park & Kingston, ARIUM Palms, Ashton Reserve, Sovereign, ARIUM at Palmer Ranch, and ARIUM Gulfshore.

32