$12,100,000
JOSS Realty Partners
-
Larry BotelFounding Partner -
Michele BalfourPrincipal -
Lisa DonohoeChief Financial Officer
Ms. Donohoe joined JOSS as Chief Financial Officer in March 2017, and brings over 17 years of financial experience as well as several years of experience in pro bono management, finance and fundraising roles. Most recently, she served as Chief Financial and Operating Officer for Rion Capital LLC, a fixed income arbitrage hedge fund which invested in CMBS, CLOs and other structured products (2012- 2017).
Previously, she was an investment banker at Merrill Lynch for 10 years (1995 - 2005), where she advised companies on capital raising and strategic transactions. Prior to graduate school, Ms. Donohoe worked as a financial planner for senior corporate executives at the AYCO Corporation (1988 – 1991). Ms. Donohoe earned a JD with honors and a MBA with high honors from the University of Chicago in 1995 and a B.S. in Finance with honors from the University of Illinois, Urbana in 1988.
| Investment | Property Location | Square Footage | Equity Investment (Millions) |
|---|---|---|---|
| 1400 Eye Street | Washington, D.C. | 175,127 | $19.1 |
| 1150 18th Street | Washington, D.C. | 171,346 | $18.7 |
| 2233 Wisconsin Avenue | Washington, D.C. | 150,097 | $7.0 |
| 300 7th Street | Washington, D.C. | 143,413 | $11.0 |
| 1129 20th Street | Washington, D.C. | 127,445 | $14.3 |
| 1776 Massachusetts Avenue | Washington, D.C. | 92,939 | $9.3 |
| 2131 K Street | Washington, D.C. | 87,924 | $7.7 |
| 1100 Vermont Avenue | Washington, D.C. | 78,484 | $7.8 |
| 4201 Connecticut Avenue | Washington, D.C. | 71,821 | $5.8 |
| Girard Square | Philadelphia, PA | 712,279 | $119.0 |
| 230 South Broad Street | Philadelphia, PA | 213,034 | $4.7 |
| 2301 Chestnut Street | Philadelphia, PA | 141,763 | $7.0 |
| 42 South 15th Street | Philadelphia, PA | 137,042 | $2.6 |
| Chestnut Place | Philadelphia, PA | 137,042 | $1.7 |
| 9th & Samson | Philadelphia, PA | 101,697 | $2.5 |
| 1701 South Street | Philadelphia, PA | 8,691 | $1.5 |
| 229-239 West 28th Street | New York, NY | 153,913 | $14.9 |
| 60 Charles Lindbergh Boulevard | Uniondale, NY | 217,351 | $10.3 |
| 1315 Lincoln Boulevard | Santa Monica, CA | 23,531 | $4.6 |
| Napa Square | Napa, CA | 65,858 | $20.5 |
| Lincoln Place | Miami, FL | 139,887 | $12.8 |
| 2205 NW 132nd Place | Miami, FL | 57,055 | $8.6 |
| Total Portfolio | 3,207,739 | $311.4 |
Note: The management overview and track record detailed above was provided by the Sponsor and has not been verified by RealtyMogul.com or NCPS.
In this transaction, RealtyMogul.com investors will invest in Realty Mogul 94, LLC ("The Company"). Realty Mogul 94, LLC will subsequently invest in 165 Township Line Road Member, LLC ("The Target"), which is to subsequently invest in 165 Township Line Road Owner, LLC, the entity that will directly or indirectly hold title to the Property.
JOSS Realty Partners (the "Real Estate Company") anticipates achieving upside in this investment by effectively managing lease rollover, making strategic improvements to the interior, exterior, and common areas, and selling the asset in approximately seven (7) years at a favorable cap rate.
The Real Estate Company has capitalized $882,000 ($8.63 per square foot) and the lender is holding back $667,000 ($6.52 per square foot) for leasing costs and capital expenditures, while an additional $2.97 million ($29.05 per square foot) will be contributed from a lender reserve and operating cash flow for future tenant improvements and leasing costs over the hold. The Property will be managed by BMS Realty Services.
Upon closing, Pitcairn Trust is to execute a new seven-year lease at the Property with a starting base rent of $25.00 per square foot (with $0.50 per square foot annual escalations). Additionally, Oppenheimer and RAF Industries executed leases this year at $25.50 and $23.50 per square foot, respectively. These recent leases at the Property compare favorably to the average Horsham/Willow Grove submarket rents of $22.53 per square foot.
The Real Estate Company sees this investment as an opportunity to benefit from superior management of a currently under capitalized asset in a market where they are an owner and manager of approximately one million square feet of commercial real estate.
RealtyMogul.com, along with JOSS Realty Partners (the "Real Estate Company"), is providing the opportunity to invest in the acquisition and ownership of a 102,223 square foot, class A, office asset located in Jenkintown, PA within the Philadelphia MSA (the "Property").
The Real Estate Company has budgeted over $4.5 million ($44 per square foot) to manage lease rollover and make capital improvements over the projected hold period.
The Real Estate Company sees this investment as an opportunity to capitalize on an under managed asset in a market where they are an owner and manager of approximately one million square feet of commercial real estate assets.
Built in 1985 and 2000 (two phases), the Property is a class A office asset comprised of 102,223 square feet across two buildings that have been subdivided into 10 total suites ranging in size from 1,144 to 26,623 square feet. The Property is currently 98.8% leased to nine tenants with limited near term rollover and a weighted average base rent and lease term of $25.54 and 5.5 years, respectively. The Property's tenant roster includes Pitcairn Trust, Wells Fargo, National Philanthropic Trust, Raymond James, and Oppenheimer & Co., among others. The Property has a parking ratio of 2.64 spaces per 1,000 square feet and is located across the street from a SEPTA parking lot with 492 surface spaces (charging $1 per day or $25 per month as of October 2017). Amenities at the Property include a fitness center and full service cafeteria.
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Major Tenant Summary
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Pitcairn Trust (29,028 Square Feet / 26.0% of Net Rentable Area)
- Privately owned multi-family office providing investment advisory and estate and tax-planning services. Pitcairn Trust currently has over $4 billion in assets under management.
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Wells Fargo Advisors (24,358 Square Feet / 23.8% of Net Rentable Area / NYSE: WFC)
- Community-based financial services company with over $1.9 trillion in assets. Provides banking, insurance, investments, mortgage, consumer, and commercial services in over 8,600 locations.
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National Philanthropic Trust (16,019 Square Feet / 15.7% of Net Rentable Area)
- Independent public charity founded in 1996 which specializes in tailored philanthropic solutions. Has been listed as one of the 100 fastest growing charities and currently manages over $2.6 billion in charitable assets.
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Oppenheimer & Co, Inc. (6,687 Square Feet / 6.5% of Net Rentable Area / NYSE: OPY)
- Investment bank and full service investment firm providing financial services to high net worth investors, individuals, businesses, and institutions.
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Raymond James (6,677 Square Feet / 6.5% of Net Rentable Area / NYSE: RJF)
- Financial services company engaged primarily in investment and financial planning, investment banking, and asset management.
| Property | Sale Date | Size (Square Feet) | Price | $ Per Square Foot | |
|---|---|---|---|---|---|
| 1005 Virginia Drive | Feb-17 | 88,000 | $12,950,000 | $147 | |
| 500 S Gravers | June-17 | 70,310 | $9,650,000 | $137 | |
| 602 Office Center | Feb-17 | 136,696 | $27,000,000 | $198 | |
| 700 Dresher Road | Sept-16 | 110,000 | $14,700,000 | $134 | |
| Average | 101,252 | $16,075,000 | $154 | ||
| Subject | 102,223 | $12,100,000 | $118 | ||
| Property | Size (Square Feet) | Avg. Rental Rate | Lease Type | Year Built |
|---|---|---|---|---|
| 610 Old York | 173,000 | $23.50 | + Utilities | 1930 / 1991 |
| 101 West Ave | 82,735 | $23.50 | + Electric | 1990 |
| 8380 Old York | 61,241 | $23.50 | + Electric | 1984 |
| 261 Old York | 310,000 | $19.75 | Full Service | 1968 / 2010 |
| Average | 156,744 | $22.56 | ||
| Subject (In-Place) | 102,223 | $25.54 | Varies | 1985 / 2000 |
The comparables included in the above tables were either sourced from CoStar, Real Capital Analytics or they were provided by the Real Estate Company.
The Property is located in Jenkintown, PA approximately 14 miles north of the Philadelphia CBD in the Horsham/Willow Grove submarket, as defined by CoStar. The Property is situated across the street from the Jenkintown/Wyncote SEPTA rail stop and has immediate access to Route 611, Route 309, and Route 152 - all major thoroughfares. The Property is approximately 22 miles from Philadelphia International Airport and is proximate to a wide variety of shopping, dining, entertainment, and recreation options. There is minimal inventory in the submarket that competes with this class A product.
Market Overview
CoStar (3rd Quarter 2017): A top-10 office landscape by square footage, the Philadelphia metro area has some of the lowest vacancy of any major market in the country. Only a pair of I-95 corridor competitors (Boston at just over 8% and New York City at just over 9%) boasted tighter occupancies at the end of 17Q2 than Philadelphia. Year-over-year rent growth, which has traditionally been less than 2%, outpaced that through the first two quarters of the year and market participants think there’s more runway ahead of this metro. While the 2018 delivery of the 1.3 million square foot Comcast Technology Center is the biggest construction story in town (and on the East Coast, outside of New York’s skyscrapers), it’s not the only project driving headlines in downtown Philly. The 600,000 square foot FMC Tower (over 13 miles from the Property asking $44 per square foot) came on line in 2016, Children’s Hospital of Philadelphia (CHOP) is expanding into a nearly 500,000 square foot Innovation Tower in 2017, and mega-projects in University City—while years away from fruition—are opening the eyes of investors who had normally passed on the city before. On the investment front, cap rates are tightening but are still less compressed than in other Northeastern cities and total returns continue to attract late-cycle investor attention. Philadelphia serves as a logical next step down the chain of core Northeastern markets, and sales volume hit a cyclical high in 2016.
Submarket Overview
CoStar (3rd Quarter 2017): An average-sized submarket relative to Philadelphia’s office landscape, Horsham/Willow Grove's inventory is spread out between Horsham, Jenkintown, Willow Grove, and Huntington Valley. A large portion of the office tenant base is in the retail/wholesale industry or manufacturing. This is not surprising given the submarket’s abundance of industrial properties. Nonindustrial tenants are concentrated in personal services and medical office, typical of tenants in any small suburban submarket that serves the local population. Some regional offices, though, help keep vacancies close to the metro average. Penn Mutual, Ascensus, and UnitedHealthcare all keep 100,000 square foot-plus offices in the submarket, and insurance helps drive the local economy. Rent growth hasn’t always responded as expected, but gains have been well above average the last few years. The Property in particular benefits from its unique proximity to the Jenkintown/Wyncote SEPTA rail stop (30 minutes outside of Philadelphia) and high barriers to entry with limited new construction slated for the area.
Demographic Information
| Distance from Property | 1 Mile | 3 Miles | 5 Miles |
| Population (2017) | 13,621 | 164,793 | 518,533 |
| Population Expectation (2022) | 13,733 | 166,775 | 524,145 |
| Population Growth (2017-2022) | 0.82% | 1.20% | 1.08% |
| Median HH Income | $84,632 | $63,257 | $52,763 |
| Average HH Income | $107,974 | $85,554 | $74,096 |
| Median Home Value | $290,073 | $223,422 | $189,351 |
Demographic information above was obtained from CoStar.
| Sources of Funds | Cost |
|---|---|
| Debt | $9,225,000 |
| Equity | $5,118,431 |
| Total Sources of Funds | $14,343,431 |
| Uses of Funds | Cost |
| Purchase Price | $12,100,000 |
| Capital & Leasing Reserves | $882,228 |
| Lender TI & LC Holdback | $667,000 |
| Real Estate Company Acquisition Fee | $121,000 |
| North Capital Broker Dealer Fee | $70,000 |
| Loan Fee | $128,370 |
| Working Capital | $50,000 |
| Closing Costs | $324,833 |
| Total Uses of Funds | $14,343,431 |
The expected terms of the debt financing are as follows:
- Lender: Beneficial Bank
- Estimated Proceeds: $9,225,000
- Lender TI & LC Holdback: $667,000
- Estimated Rate: Fixed (4.50%)
- Amortization: 25 years, with one year of interest-only
- Term: 7 years
- Prepayment Penalty: 2% exit fee in years 1 through 5 of the term. 1% fee thereafter (0% for the last 90 days of the term).
The loan includes a three (3) year extension option subject to operating metrics and lender approval.
There can be no assurance that a lender will provide debt on the rates and terms noted above, or at all. All rates and terms of the debt financing are subject to lender approval, including but not limited to possible increases in capital reserve requirements for funds to be held in a lender controlled capital reserve account.
The Target will make distributions to investors (The Company, Real Estate Company, and Other LP Investors, collectively, the "Members") as follows:
- To the Members, pro rata, in accordance with their respective unreturned capital contributions until they have received an aggregate amount equal to their 8% annual cumulative returns;
- To the Members, pro rata, in accordance with such Member’s unreturned capital contributions until each Member’s unreturned capital contribution has been reduced to zero;
- 50 / 50 (50% to the Members / 50% to the Real Estate Company), pro rata, in accordance with their respective percentage interests, until the cumulative amount distributed to Real Estate Company is equal to 25% of the aggregate distributions made to all of the Members under sections 1 and 3 of the distribution hierarchy;
- 75 / 25 (75% to the Members / 25% to the Real Estate Company) of excess cash flow and appreciation thereafter.
Note that these distributions will occur after the payment of the Company's liabilities (loan payments, operating expenses and other fees as set forth in the LLC agreement, in addition to any member loans or returns due on member loans).
The Company will distribute 100% of its share of excess cash flow (after expenses) to the members of The Company (the RealtyMogul.com investors). The manager of The Company will receive a portion (up to 10% pro-rata) of the Real Estate Company's promote interest. Distributions are projected to start in June 2018 and are projected to continue on a quarterly basis thereafter. These distributions are at the discretion of the Real Estate Company, who may decide to delay distributions for any reason, including maintenance or capital reserves.
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | |
|---|---|---|---|---|---|---|---|
| Effective Gross Revenue | $2,554,131 | $2,647,726 | $2,689,346 | $2,416,261 | $2,812,182 | $2,889,429 | $2,944,346 |
| Total Operating Expenses | ($1,222,878) | ($1,254,343) | ($1,284,964) | ($1,306,879) | ($1,349,616) | ($1,383,565) | ($1,417,634) |
| Net Operating Income | $1,331,252 | $1,393,384 | $1,404,382 | $1,109,383 | $1,462,566 | $1,505,864 | $1,526,711 |
| Distributions to The Company | $69,017 | $195,286 | $199,046 | $251,652 | $208,447 | $222,911 | $3,118,632 |
| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | |
|---|---|---|---|---|---|---|---|---|
| Targeted Distributions to Investor | ($50,000) | $1,950 | $5,517 | $5,623 | $7,109 | $5,888 | $6,297 | $88,097 |
Certain fees and compensation will be paid over the life of the transaction. The following fees and compensation will be paid:
| Type of Fee | Amount of Fee | Received By | Paid From | Notes |
|---|---|---|---|---|
| Acquisition Fee | $121,000 | Real Estate Company | Capitalized Equity Contribution | 1.0% of the property purchase price |
| Disposition Fee | 1.0% of gross sale proceeds | Real Estate Company | Distributable Cash | |
| Refinance Fee | 0.5% of principal loan amount | Real Estate Company | Distributable Cash | |
| Construction Management Fee | 5.0% of cost (from $0.00 - $100,00) and 3.0% of cost (from $100,001 and over) | BMS Realty Services, an affiliate of the Real Estate Company | Operating Cash Flow | Includes capital improvements and tenant improvements |
| Broker-Dealer Fee | The greater of 4.0% or $70,000 | North Capital (1) | Capitalized Equity Contribution | 4.0% based on the amount of equity invested by Realty Mogul 94, LLC |
(1) Certain employees of Realty Mogul, Co. are registered representatives of, and are paid commissions by, North Capital Private Securities Corp., a Delaware corporation ("North Capital"). In addition, North Capital pays a technology provider services fee to Realty Mogul, Co. for licensing and access to certain technology, reporting, communications, branding, entity formation and administrative services performed from time to time by Realty Mogul, Co., and North Capital and Realty Mogul, Co. are parties to a profit sharing arrangement.
| Type of Fee | Amount of Fee | Received By | Paid From | Notes |
|---|---|---|---|---|
| Property Management Fee | 3.0% of effective gross revenues | BMS Realty Services, an affiliate of the Real Estate Company | Operating Cash Flow | |
| Asset Management Fee | 0.75% of equity | Real Estate Company | Operating Cash Flow | |
| Management and Administrative Fee | 1.0% of amount invested in Realty Mogul 94, LLC | RM Manager, LLC | Distributable Cash | RM Manager, LLC is the Manager of Realty Mogul 94, LLC and a wholly-owned subsidiary of Realty Mogul, Co. (2) |
(2) Fees may be deferred to reduce impact to investor distributions.
The above presentation is based upon information supplied by the Real Estate Company or others. Realty Mogul, Co., RM Manager, LLC, and The Company, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein. The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.
Forward-Looking Statements
Investors should not rely on any forward-looking statements made regarding this opportunity, because such statements are inherently uncertain and involve risks. We use words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects”, “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will” and similar expressions to identify these forward-looking statements.
Non-Transferability of Securities
The transferability of membership interests in The Company are restricted both by the operating agreement for that entity and by U.S. federal and state securities laws. In general, investors will not be able to sell or transfer their interests. There is also no public market for the investment interests and none is expected to be available in the future. Moreover, the estimated investment holding period described herein is only a projection, and there can be no assurance when or if an investment may be liquidated. Persons should not invest if they require any of their investment to be liquid. This is particularly important for persons of retirement age, who should plan carefully to assure that their assets last throughout retirement.
Credit Risk
The Company's investment in The Target will relate to a Property that will undergo some degree of renovation, a situation that does not always meet the financing criteria for conventional financing from institutional sources. Credit risk is inherent in the real estate financing industry, and there can be no assurance that the credit worthiness of the Real Estate Company will be sufficient to assure the full repayment of the The Company's common equity investment and thus The Company's ability to provide returns (or even repayment of principal) to investors.
Mortgage Risk
The Real Estate Company has a signed term sheet with a lender to provide the debt financing for the acquisition of the Property, but there can be no assurance that the lender will complete financing on the rates and terms included in the underwriting being presented in the model for this investment opportunity. All rates and terms of the debt financing are subject to final lender committee approval, including but not limited to a modification in lender held capital reserve requirements that may result in a corresponding movement of certain funds currently projected as being held in a Real Estate Company controlled capital escrow account.
Management Risk
Investors will be relying solely on the Real Estate Company for the execution of its business plan. The Real Estate Company may in turn rely on other key personnel with relevant experience and knowledge, including contractors and consultants. Members of The Target (including The Company) will agree to indemnify the manager in certain circumstances, which may result in a financial burden if any litigation results from the execution of the business plan. While the Real Estate Company has significant operating experience, The Target is a newly formed company and has no operating history or record of performance. The Company is pursuing a venture capital strategy through its investment in The Target, and the manager of The Company is expected to be treated as an investment adviser exempt from federal or state registration under this strategy.
Manager of The Company May Participate in Real Estate Company's Promote Interest
The manager of The Company may be entitled to a participation in the value of any excess distributable cash flow and any appreciation of the Property realized upon its sale. This could lead to a potential conflict of interest between the manager and The Company. Investors must recognize and agree to waive and bear the risk of this conflict of interest.
Capital Call Risk
The amount of capital that may be required by The Target from The Company is unknown, and although The Target does not require that its members contribute additional capital to it, it may from time to time request additional funds in the form of loans or additional capital. The Company does not intend to participate in a capital call if one is requested by The Target, and in such event the manager of The Target may accept additional contributions from other members of The Target. Amounts that the manager of The Target advances on behalf of The Company will be deemed to be a manager loan at an expected interest rate of 18% per annum. Amounts that are contributed by existing or new members may be deemed as a member loan at an expected interest rate of 18% per annum or as additional capital contributions, in which case The Company's interest in The Target will suffer a proportionate amount of dilution.
Real Estate Market Risk
The Target's economic performance and value, and thus the value of investors’ investment in The Company, is subject to various risks associated with the Property. Real estate markets are affected by many factors, such as general economic conditions, supply and demand for real estate investments, interest rates, the availability of financing, and other factors. Investments related to real estate are also subject to market valuation risks that may be caused by changing economic and local market conditions such as local real estate market conditions. The Property’s economic performance and value, and thus the value of investors’ investment in The Company, is subject to such risks, all of which are beyond the control of both The Company and The Target.
Environmental Risk
The west adjacent property from the Property was formerly a manufactured gas plant between approximately 1898 and 1925. Per a Phase I Environmental Site Assessment, the historical use of the off-site property to the west as a Manufactured Gas Plant represents a recognized environmental condition. No further action is recommended at this time, except to continue to allow access for the purposes of further assessment and remediation, if required. There can be no assurance that the west adjacent property’s condition will not cause significant damage to the Property, in which case the business and financial condition of the Property, and thus the Company, would be materially adversely affected.
Interest-Only Loan
The loan being used to acquire the Property is expected to have an interest-only period during the first year of the term, which means that there will be no reduction in the principal balance during that interest-only period.
Co-Terminus Debt Risk
The loan on the Property is expected to have a term of seven (7) year(s), potentially creating a refinancing risk should market conditions deteriorate over the next seven years.
Mortgage Risk and Prepayment Penalty
The Real Estate Company has a signed loan application with a lender to provide the debt financing for the acquisition of the Property, but there can be no assurance that the lender will complete financing on the rates and terms included in the underwriting being presented in the model for this investment opportunity. Should the terms of the debt financing change materially and adversely, investors will be notified. If the debt financing does not close as anticipated and the Real Estate Company needs an extension on the purchase contract, the seller of the Property may not so extend and the transaction may be canceled. The lender's due diligence may result in modifications of the proposed terms indicated in the executed loan application, which may result in the transaction being canceled. The Real Estate Company expects that the loan used to acquire the Property will be subject to a prepayment penalty; a shorter than expected hold period would increase the risk of a prepayment penalty being assessed.
The above is not intended to be a full discussion of all the risks of this investment. Please see the Risk Factors in the Issuer Document Package for a discussion of additional risks. The above presentation is based upon information supplied by the Real Estate Company and others. Realty Mogul, Co., RM Manager, LLC, and The Company, along with their respective affiliates, officers, directors or representatives (the "RM Parties") hereby advise you that none of them has independently confirmed or verified any of the information contained herein. The RM Parties further make no representations as to the accuracy or completeness of any such information and undertake no obligation now or in the future to update or correct this presentation or any information contained herein.