With in‐place rents below that of comps, the Property offers rental upside via mark‐to‐market as well as additional renovation potential, especially given it has arguably the best location and amenities in Galveston. Over $4,000 per unit is budgeted for interior renovations along with an additional $141k for exterior improvements.
The Real Estate Company is very experienced as it has successfully owned and operated more than 7,200 multifamily units and has owned/managed simultaneously approximately 6,000 multifamily units in the Houston area over the course of multiple real estate cycles.
Strong rent growth is expected. According to Axiometrics, the submarket is expected to average 3.5% rent growth per year over the next five years. This projection is supported by the submarket's historical rent growth, which has averaged 3.5% per year since 2011.
Nova Asset Management
Headed by Dr. Arun Verma and Neal Verma, Nova Asset Management is a vertically integrated real estate company that has owned and managed more than $450 million of assets in Houston, TX since 1992. The company focuses on aggressive fundamental and value-driven strategy with a long-term outlook. In addition to targeting off-market deals below replacement cost, the Sponsor lowers operating expenses through proprietary property management and often repositions / renovates properties to compete with newer assets. Dr. Arun Verma has been an active real estate investor for over 40 years, having been involved in approximately $1 billion of transactions in Houston. Neal Verma has 22 years of experience in real estate asset management and operations, and he has overseen the operations of more than 6,000 apartment units, multiple office buildings, and more than 250 employees.http://novaassetmanagement.net/
Dr. Verma is the Co-Founder, Chairman & CEO of Nova Asset Management. He has been an active real estate investor for over 40 years. Dr. Verma has a Doctorate in Engineering and a MBA. Dr. Verma serves as the Chairman of the Investment Committee and approves all commitments by the firm. During his career, Dr. Verma has been involved in approximately a billion dollar real estate transactions in Houston ranging from multifamily assets to office buildings etc. Dr. Verma is responsible for overseeing all investment activities including, real estate acquisitions and related financings, restructuring, operations and sales. Prior to founding Nova Asset Management in 1992, Dr. Verma started BVM Real Estate Company in Alberta, Canada. During his tenure at BVM Real Estate, he was responsible for the acquisition and disposition of several hundred assets in Western Canada.
Neal Verma is the Co-Founder and President of Nova Asset Management and is responsible for overseeing asset management, human resources and information technology. Mr. Verma has 22 years of experience in real estate asset management and operations. He has overseen operations of more than 6,000 apartment units, multiple office buildings and more than 250 employees. Mr. Verma has been quoted in CNN.com, Wall Street Journal, has been on the cover of USA Today, Houston Chronicle and Houston Business Journal numerous times.
|Property||Location||Asset Type||Acq Date||Units||Sale Price / Market Value|
|Arbors on Westheimer||Houston, TX||Multifamily||Dec-08||360||$32,400,000|
|Cedar Apartments||Houston, TX||Multifamily||Apr-09||236||$17,700,000|
|Siaram Rolido Parque||Houston, TX||Multifamily||Mar-10||370||$33,300,000|
|New Ram Krishna||Houston, TX||Multifamily||Dec-06||459||$43,605,000|
|Rama Elite||Houston, TX||Multifamily||Apr-15||804||$60,300,000|
|Green Oaks Apts||Houston, TX||Multifamily||Mar-08||380||$28,500,000|
|Raghu Apts||Houston, TX||Multifamily||Apr-07||234||$16,380,000|
|Summercrest Apts||Houston, TX||Multifamily||Oct-05||355||$24,850,000|
|Rama Venetian Apts||Houston, TX||Multifamily||Nov-17||456||$24,396,000|
|Rama Indigofalls||Houston, TX||Multifamily||May-11||1,062||$53,100,000|
|Rama Northwood||Houston, TX||Multifamily||Nov-11||194||$10,670,000|
|Sita Northwood||Houston, TX||Multifamily||Apr-14||133||$5,985,000|
|Trails of Wood Lake||Houston, TX||Multifamily||Jun-11||265||$26,500,000|
|Rama Creekwood Apts||Houston, TX||Multifamily||Jun-16||252||$11,844,000|
|NW Plaza||Houston, TX||Commercial||Apr-03||N/A||$7,000,000|
|Elite Spring Branch||Houston, TX||Multifamily||Feb-97||324||$13,644,000|
|Tara Garden||Houston, TX||Multifamily||Dec-94||234||$5,258,793|
|San Marcos Apts||Houston, TX||Multifamily||May-97||380||$6,840,000|
|Villa Monterry||Houston, TX||Multifamily||Dec-94||268||$4,270,311|
|Villa Acapulco||Houston, TX||Multifamily||Nov-95||292||$8,322,000|
|Kris York Properties||Houston, TX||Commercial||Jun-98||N/A||$3,185,000|
|York Fondren||Houston, TX||Commercial||Oct-00||N/A||$3,015,000|
The bio and track record above were provided by the Real Estate Company and have not been verified by RealtyMogul or NCPS
In this transaction, RealtyMogul investors are to invest in RealtyMogul 126, LLC ("The Company"), which is to subsequently invest in Rama Oceanfront Apartments, LLC ("The Target"), a limited liability company that will hold title to the Property. Nova Asset Management (the "Real Estate Company") is under contract to purchase the Property for $9.8 million ($95,833 per unit) and the total project cost is expected to be $11.1 million ($109,101 per unit).
The Real Estate Company plans to implement a value-add strategy, in which it will capitalize $681,562 ($6,682 per unit) to renovate the Property in the first 24 months. $421,729 ($4,135 per unit) has been budgeted for interior unit upgrades which include painting, new doors, cabinets, light fixtures, vinyl plank flooring, tile backsplash in kitchens, and granite countertops in kitchens and bathrooms. Additionally, $125,636 has been budgeted for exterior improvements including the installation of cameras throughout the Property, painting, roof patching, railing scraping and painting, replacement of barbecue grills, fitness center refresh, and new pool furniture. Upon stabilization, the Real Estate Company expects to achieve net effective rents of $1,145 per unit, which represents an 11% premium over in-place rents but a 1% discount to the post-reno comps' average rent, according to Axiometrics. The business plan calls for a five year hold, at which point the Property is expected to be sold at a 6.75% cap rate.
Below is a summary of the capital improvements budget:
|CapEx Item||$ Amount||Per Unit|
|Interior Unit Renovations||$421,729||$4,135|
|New elevator flooring||$2,727||$27|
|Add cameras throughout the Property||$4,545||$45|
|Repaint building exteriors||$54,545||$535|
|Rail scraping and painting||$4,545||$45|
|New barbecue grills||$2,727||$27|
|Upgrade exterior shower||$2,727||$27|
|Fix A/C in fitness center||$2,727||$27|
|Refresh fitness center||$1,818||$18|
|Clean all windows||$9,273||$91|
|Replace flashing throughout||$6,818||$67|
|Fix broken concrete||$9,091||$89|
|Construction Management Fee 10.0%||$61,960||$607|
Built in 1985, Oceanfront Loft Apartments is a 102‐unit luxury gated apartment community with tropical landscaping on over three acres of Galveston Island. The waterfront location is west of 61st Street, within blocks of the historic downtown district, Moody Gardens, Schlitterbahn Waterpark, and less than two miles from the Galveston Island Convention Center and San Luis Resort, Spa, and Conference Center. All units have views of the Gulf of Mexico and are within steps of the beach (one of the few apartment communities in Galveston that is located directly on Seawall Blvd). Approximately 72 units have been upgraded with faux wood flooring throughout living and wet areas, faux stainless appliances, new lighting and plumbing fixtures, brushed nickel door hardware, new cabinet fronts, faux marble chip counter tops, and new carpet. Renovated units are leasing for premiums of up to $150 per month over non‐renovated units, depending on the individual floorplan. Additionally, the Seller upgraded common area amenities including a new business center, tanning room, and outdoor kitchen area with new stainless steel gas grills. Property amenities also include a swimming pool and spa, fitness center, gated parking garage, laundry facilities, tennis court, pet park, and coffee bar.
|Unit Type||# of Units||% of Total||Unit (Square Feet)||In-Place Rent Per Unit||Post-Reno Rent Per Unit|
|2/1.5 + den||8||8%||847||$1,296||$1,445|
|Grand Hampton||The Haven||The Veridian||Bellevue||Averages||Subject|
|Date||Aug '17||Feb '18||Nov '18||Nov '18||Jan '19|
|# of Units||347||732||712||224||504||102|
|Distance from Subject||31.3 miles||30.9 miles||32.1 miles||30.6 miles||31.2 miles|
Although no comparable properties have traded in the last few years within a tight radius of the Subject (according to CoStar), 18 condominiums next door to the Subject sold for an average price of $230k per unit between 2016 and 2018, according to Zillow
|Broadwater||Residence at West Beach||Seaside Village||Campeche Cove||Island Bay Resort||Averages||Subject|
|# of Units||205||133||92||264||458||230||102|
|Average Rental Rate||$1,122||$1,145||$1,285||$1,059||$1,166||$1,155||$1,145|
|Average Rent per SF||$1.39||$1.42||$1.23||$1.52||$1.43||$1.38||$1.64|
|Distance from Subject||1.0 miles||0.7 miles||2.4 miles||1.7 miles||0.8 miles||1.3 miles|
Sale and lease comps were obtained from CoStar and Axiometrics
According to CoStar, Galveston is probably best known today as a coastal resort city especially popular with Houstonians, and it boasts a rich history. The local economy is heavily dependent on tourism, although healthcare, financial services, the petrochemical industry, shipping, and the Port of Galveston also play a strong role. The University of Texas Medical Branch is the area’s largest economic driver, employing over 8,000 with over 2,500 enrolled students, followed by Landry’s Inc., which is involved in hospitality and tourism and employs over 3,000. The Moody family founded Moody National Bank and the American National Insurance Corporation (ANICO), which both maintain their headquarters in Downtown Galveston and employ more than 1,000 people. Marathon Petroleum Corp, BP, and Valero all have a large refining presence in Texas City. Galveston is also a short drive from the NASA Lyndon B. Johnson Space Center, which employs over 3,000, and is home to a cluster of more than 15 aerospace contractors employing over 11,000 personnel.
Given Galveston's proximity to the Gulf of Mexico, precautions have been taken to protect the city from hurricanes. The Galveston Seawall was built after the Galveston Hurricane of 1900. It is 10 miles long, 17 feet high, and 16 feet thick at its base. The Seawall has protected Oceanfront Loft Apartments from previous hurricanes including Hurricane Harvey, which shattered many flooding records throughout the region. The Property did not flood during Hurricanes Ike and Harvey.
Per Axiometrics, effective rent increased 0.4% from $1,077 in 2Q18 to $1,081 in 3Q18, which resulted in an annual growth rate of 3.9%. Annual effective rent growth is forecast to be 4.2% in 2019, and average 2.6% from 2020 to 2022. Annual effective rent growth has averaged 1.9% since 3Q96. The market's annual rent growth rate was above the national average of 2.5%. Out of the 120 markets ranked by Axiometrics nationally, Houston-The Woodlands-Sugar Land, TX Metro Area was 115th for quarterly effective rent growth, and 25th for annual effective rent growth for 3Q18. The market's occupancy rate increased from 93.9% in 2Q18 to 94.0% in 3Q18, and was up from 92.5% a year ago. The market's occupancy rate was below the national average of 94.9% in 3Q18. For the forecast period, the market's occupancy rate is expected to be 93.2% in 2019, and average 92.9% from 2020 to 2022. The market's occupancy rate has averaged 93.1% since 3Q95.
Per Axiometrics, effective rent increased 1.7% from $915 in 2Q18 to $931 in 3Q18. The submarket's annual rent growth rate of 4.2% was above the market average of 3.9%. Out of the 26 submarkets in the market, the Galveston County submarket ranked 10th for quarterly effective rent growth and 15th for annual effective rent growth for 3Q18. Annual effective rent growth is forecast to be 5.1% in 2019, and average 3.2% through 2020 to 2022. The annual effective rent growth has averaged 1.8% per year since 2Q98. The submarket's occupancy rate increased from 95.1% in 2Q18 to 95.6% in 3Q18, and was flat from a year ago. The submarket's occupancy rate was above the market average of 94.0% in 3Q18. For the forecast period, the submarket's occupancy rate is expected to decrease slightly to 93.1% in 2019 and average 92.7% from 2020 to 2022. The submarket's occupancy rate has averaged 91.8% since 2Q98.
|Distance from Property||1 mile||3 miles||5 miles|
|Median Household Income||$43,678||$42,424||$37,809|
|Average Household Size||2.2||2.3||2.3|
|Median Home Value||$205,506||$181,433||$179,752|
|Population Growth 2018-2023||11.5%||9.7%||9.0%|
Demographic information above was obtained from CoStar.
|Sources of Funds||Cost|
|Total Sources of Funds||$11,128,256|
|Uses of Funds||Cost|
|Real Estate Company Acquisition Fee||$195,500|
|North Capital Broker Dealer Fee||$52,600|
|Interest Rate Cap||$67,000|
|Total Uses of Funds||$11,128,256|
The expected terms of the debt financing are as follows:
- Lender: The Bancorp Bank
- Estimated Proceeds: $8,439,602
- Estimated Rate (Floating): One Month Libor plus 3.30%
- Amortization: 30 years
- Term: 3 years
- Interest Only: 3 years
- Prepayment Penalty: None, but there is 0.5% exit fee
- Extension Options: Two one-year extension options
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 and Real Estate Company, collectively, the "Members") as follows:
Operating Income, Refinance, and Sales Proceeds
- To the Members, pari passu, all excess operating cash flows to an 8.0% IRR to the Members;
- 60.0% / 40.0% (60.0% to Members / 40.0% to promote) 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 investors). The manager of The Company will receive a portion of the promote. Distributions are expected to start in September 2019 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|
|Effective Gross Revenue||$1,328,045||$1,422,677||$1,490,575||$1,534,006||$1,580,868|
|Total Operating Expenses||$626,367||$643,104||$659,387||$675,291||$691,664|
|Net Operating Income||$701,678||$779,573||$831,189||$858,715||$889,204|
RealtyMogul 126, LLC Investors
|Net Earnings to Investor
- Hypothetical $50,000 Investment
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||$195,500||Real Estate Company||Capitalized Equity Contribution||2.0% of the Property purchase price.|
|Broker-Dealer Fee||$52,600||North Capital (1)||Capitalized Equity Contribution||Greater of $50,000 and 4.0% of the equity raised by RealtyMogul 126, LLC.|
|Construction Management Fee||10.0% of costs||Real Estate Company||Capitalized Equity Contribution|
|Type of Fee||Amount of Fee||Received By||Paid From||Notes|
|Management and Administrative Fee||1.0% of amount invested in RealtyMogul 126, LLC||RM Manager, LLC||Distributable Cash||RM Manager, LLC is the Manager of RealtyMogul 126, LLC and a wholly-owned subsidiary of Realty Mogul, Co. (2)|
|Asset Management Fee||1.0% of Effective Gross Income||Real Estate Company||Distributable Cash|
|Property Management Fee||3.0% of Effective Gross Income||Real Estate Company||Distributable Cash|
(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.
(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.
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.
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 the Company and its members contribute additional capital to it, it may from time to time request additional funds in the form of loans or sell additional equity. 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 Target or from new members. In the event that the manager of Target advances any capital on behalf of the Company will be deemed to be a manager loan at an expected interest rate of 10% per annum. Amounts that are contributed by existing or new members will be deemed to be additional capital contributions, in which case the Company's interest in Target will potentially suffer a proportionate amount of dilution.
All funds from investors will be held in a non-interest-bearing escrow account with Broker-Dealer as escrow agent for the benefit of the investors in accordance with Rule 15c2-4 under the Exchange Act. All investor funds will be transmitted directly by wire or electronic funds transfer via ACH to the escrow account maintained by the escrow agent per the instructions in the Subscription Agreement. Upon certification by Broker-Dealer and acceptance by the Company that all contingencies have been met, the investor’s funds will be promptly transmitted to the Company. If the contingencies fail to be satisfied during the offering period, we will instruct the Broker-Dealer to return all funds to the investors without interest, deduction, or setoff, and all of the obligations of the investor hereunder shall terminate.
Texas Hurricane Risk
Texas is subject to frequent and sometimes debilitating natural disasters including but not limited to coastal hurricanes. There can be no assurance that hurricanes and flooding within the state, or any other environmental factor, will not cause significant difficulties and disruptions in the daily operation of the Property, or that Real Estate Company and the Target are properly insured for any such damage caused to the Property or its business operations. As a result, the business and financial condition of the Target, and thus the Company and its investors, may be materially adversely affected.
As of November 2018, the Property had an 89% occupancy level, and the Target intends to implement a capital improvement plan involving the interior and exterior renovation of the Property, and a leasing program in its effort to add value to the Property. The Target intends to renovate all or some of the units within the Property and increase the current rental rates of such renovated units. There can be no assurance that, (i) the renovations will be consummated on a timely basis, (ii) the renovations will be completed satisfactorily, (iii) such work will not materially adversely affect other aspects of the operation of the Property, and (iv) the planned rental rate increase will have favorable results to meet the goals the Target projected. Any delays or negative results of the renovation work or rental increase efforts could adversely affect the Property’s financial results or occupancy levels, including its business operations and thus the value of the Company’s investment.
Apartment Complex - Competition
Competition in the Property’s local market area is significant and may affect the Property’s occupancy levels, rental rates and operating expenses. The Property will compete with other residential alternatives to attract tenants, including but not limited to other apartment units that are currently available for rent, new apartments that are built and condominiums/houses that are for rent or sale. If development of apartment complexes by other operators were to increase, due to increases in availability of funds for investment or other reasons, then competition with the Property could intensify. If the Property is not able to successfully compete with the competitive residential alternatives in the local or regional area this could adversely affect the ability of Target to sell the Property, rent its units as necessary to maintain occupancy, and/or to increase or maintain unit rental rates.
Interest-Only Loan Period
The loan being used to acquire the Property is expected to have an interest-only period during the first 3 years of the loan term, which means that there will be no reduction in the principal balance during that interest-only period.
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 Sponsor 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.
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