Aggregate value of properties owned by The Income REIT, LLC based on the most recent internal valuations as of the end of the fiscal quarter upon which our most recently announced NAV per share is based pursuant to our valuation policies. The aggregate value of the properties underlying loans made by The Income REIT, LLC is based on independent appraisals dated within six months of the original acquisition dates by RM Adviser, Realty Mogul, Co. or Realty Mogul Commercial Capital, Co., as applicable. As with any methodology used to estimate value, the methodology employed by our affiliates’ internal accountants or asset managers is based upon a number of estimates and assumptions about future events that may not be accurate or complete. For more information, see the section of our Offering Circular captioned “Description of Our Common Shares – Valuation Policies.”
Last Twelve Months (“LTM”) returns represent the most recent consecutive twelve-month period immediately preceding such date. Past performance is not indicative of current and future results.
Although the RealtyMogul Apartment Growth REIT has historically made quarterly distributions, there is no guarantee that the REIT will make distributions, and if we do, we may fund such distributions from sources other than cashflow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources.
The Apartment Growth REIT is a non-traded REIT that invests in apartment buildings located in resilient markets that can offer current income and solid growth potential. The REIT’s primary objective is to realize capital appreciation in the value of its investments over the long term through the renovation and repositioning of the multifamily properties as well as to pay attractive and stable cash distributions to stockholders.
RM ADVISERThe RealtyMogul Apartment Growth REIT is managed by RM Adviser, LLC, a SEC registered investment adviser and wholly-owned subsidiary of Realty Mogul, Co. RM Adviser, which manages the Apartment Growth REIT’s day-to-day operations, has access to the experienced team of real estate finance professionals employed by Realty Mogul, Co., including Jilliene Helman, its Chief Executive Officer. Senior executives and origination professionals at Realty Mogul, Co. have experience in the commercial real estate sector and have been in leadership roles at financial services institutions for many years. Collectively, these professionals have approximately 167 years of combined direct experience in the commercial real estate business and have managed more than $27 billion of originations.
The credit team of Realty Mogul, Co. and its affiliates is experienced in reviewing and underwriting commercial real estate investments. The team has adopted approaches used by real estate finance industry leaders in its analysis of real estate capital structures and financial strategies.
INDEPENDENT BOARD OF DIRECTORSAlthough the Manager, RM Adviser, LLC, manages the day-to-day operations, the Apartment Growth REIT operates under the direction of its Board of Directors, a majority of whom are independent directors.
Other than the limited stockholder voting rights described in our offering circular, our charter vets most other decisions relating to our assets and to the business of the Company, including certain decisions relating to acquisitions and dispositions, the engagement of asset managers, the issuance of securities in the Company including additional shares of our common stock, mergers, roll-up transactions, listing on a national securities exchange, and other decisions relating to our business, to our Board of Directors.
REITs are legally required to distribute 90% of all taxable income to investors annually.
Generally, REITs have historically outperformed the broad stock market more often than not when returns are measured in years.3 REITs have also historically been positively correlated with inflation, which may make them a possible hedge for inflation.4
• Demonstrated consistently high occupancy and income levels across market cycles;
• Offer value-add opportunities with appropriate risk-adjusted returns and the potential for significant value appreciation.
Existing Income REIT and Apartment Growth REIT investors can click on the “Auto Invest” tab on their investor Dashboard to begin the Auto Invest enrollment process. Once an enrollment form is submitted, the Auto Invest enrollment request will need to be processed before it will become active on your Dashboard. Please visit the “Auto Invest” tab on your investor Dashboard to get started and for more information.
Once your auto investment enrollment is active, you will have the option to either pause, edit, or cancel your enrollment right from the “Auto Invest” tab on your investor Dashboard. For more information, please refer to our full offering circular.
The following third-party expense reimbursements will be paid from proceeds of the sale of the Apartment Growth REIT shares:
|TYPE OF FEE||AMOUNT||NOTES|
|Organization, Offering and Other Operating Expenses including, but not limited to, actually incurred third-party legal, accounting, and marketing expenses**||Up to 3% of equity contribution||Net Asset Value (NAV), at any given time, is net of Organization, Offering and Other Operating Expenses.|
**The following fees will be paid by the REIT to our Manager, RM Adviser, LLC, and/or its affiliates for services related to the offering, and the investment and management of our assets***:
|TYPE OF FEE||AMOUNT||NOTES|
|Asset Management Fee paid to our Manager, RM Adviser, LLC||1.25% annualized based on the total equity value||For purposes of this fee, total equity value equals (a) our then-current NAV per share, as determined by our board of directors, multiplied by (b) the number of shares of our common stock then outstanding. Actual amounts are dependent upon the offering proceeds we raise (and any leverage we employ) and the results of our operations and changes to our NAV.|
|Reimbursement of Other Operating Expenses paid to our Manager, RM Adviser, LLC||Variable – dependent upon operations|| |
Includes, but not limited to, license fees, auditing fees, fees associated with SEC reporting requirements, insurance costs, tax return preparation fees, taxes and filing fees, administration fees, fees for the services of an Independent Representative or Advisory Board, and third-party costs associated with the aforementioned expenses.
***There are other fees not paid by the REIT itself that may be paid to affiliates that originate or manage investments on behalf of the REIT. To learn more about our fees, estimated use of proceeds, and the Apartment Growth REIT's estimated expenses, please refer to our full offering circular
After 12 months of ownership, your shares may be repurchased at the most recently announced NAV per share multiplied by the Effective Repurchase Rate, a discount based on how long the shares have been held.
The Effective Repurchase Rate is based on the stock purchase anniversary as follows:
|Share Repurchase Anniversary (Year)||Effective Repurchase Rate(1)|
|Less than 1 year||(Lock-up) 0%|
|1 year until 2 years||98%|
|2 years until 3 years||99%|
|3 or more years||100%|
|Death (Exception Repurchases)||100%|
Our REIT Manager may in its sole discretion, amend, suspend, or terminate the share repurchase program at any time. Reasons we may amend, suspend or terminate the share repurchase program include (i) to protect our operations and our remaining shareholders, (ii) to prevent an undue burden on our liquidity, (iii) to preserve our status as a REIT, (iv) following any material decrease in our NAV, or (v) for any other reason.
Additional details regarding the RealtyMogul Apartment Growth REIT, Inc.’s Repurchase Program are found in the Offering Circular, including all supplements.
To learn more about the Apartment Growth REIT's Share Repurchase Plan, please refer to our full offering circular
Because each investor’s tax considerations are different, it is recommended that you consult with your tax advisor. You also should review the section of the offering circular entitled “U.S. Federal Income Tax Considerations,” including for a discussion of the special rules applicable to distributions in repurchase of shares and liquidating distributions.
Your annual detailed tax information will be reported on Form 1099-DIV, if required, and will be provided to you in electronic form by January 31 of the year following each taxable year.
A liquidity transaction could consist of a sale of all assets, a roll-off to maturity of all assets, a sale or merger of the Apartment Growth REIT, consolidation with other REITs managed by our Manager, a listing of the Apartment Growth REIT on an exchange, or any other similar transaction.
The REIT does not have a stated term. The Apartment Growth REIT's Manager has the discretion to consider and execute a liquidity transaction at any time if it determines it is in the best interest of the Company.
The regulators define some investors as either ‘accredited investors’ or ‘non-accredited investors’. Both may invest in the REIT, but the amount of money that you may invest is different if you are an accredited investor or a non-accredited investor.
Accredited investors are defined as:
Individuals earning an annual income of over $200,000 per year for the last two years ($300,000 per year if filing as a couple), with the expectation of maintaining this level of income in the future; OR
- Having a net worth of more than $1 million (individually or jointly), excluding the value of a primary residence; OR
- Being a bank, insurance company, registered investment advisor, business development company, or small business investment company; OR
- Being a general partner, executive officer, director or a related combination thereof for the issuer of a security being offered; OR
- Being a business in which all the equity owners are accredited investors; OR
- Being an employee benefit plan, a trust, charitable organization, partnership, or company with total assets in excess of $5 million.
If you do not meet any of the guidelines above, you are likely a non-accredited investor. If you are a non-accredited investor, you may still invest in the REIT but your investment may be limited based on your annual income or net worth. RealtyMogul may help you to calculate your maximum allowable investment amount when you initiate an investment on our platform.
Last Twelve Months (“LTM”) returns represent the most recent consecutive twelve-month period immediately preceding such date. Past Performance is not indicative of current and future results.
3-Year Return is annualized utilizing a compounding method and consistent with the IPA Practice Guideline 2018, as reported in the IPA/Stanger Monitor (initial issuance in Q1’19)
5-Year Return is annualized utilizing a compounding method and consistent with the IPA Practice Guideline 2018, as reported in the IPA/Stanger Monitor (initial issuance in Q1’19)
Annual Return Since Inception is annualized utilizing a compounding method and consistent with the IPA Practice Guideline 2018, as reported in the IPA/Stanger Monitor (initial issuance in Q1’19). The inception date is August 23, 2017.
Locations where the broader MSAs have a population of 5 million or greater.
Locations where the broader MSAs have a population between 2 – 5 million.
Locations where the broader MSAs have a population less than 2 million.
The RealtyMogul Apartment Growth REIT targets apartment communities that have demonstrated consistently high occupancy and income levels across market cycles as well as multifamily properties that offer value added opportunities with appropriate risk-adjusted returns and opportunity for value appreciation.
|Investment||Location||Property Type||Investment Type||Weight|
|Brooklyn, NY||Multi-family||Joint Venture Equity||0%|
|Plano, TX||Multi-family||Joint Venture Equity||0%|
|Dallas, TX||Multi-family||Joint Venture Equity||0%|
|Orion Township, MI||Multi-family||Joint Venture Equity||0%|
|Austin, TX||Multi-family||Joint Venture Equity||0%|
|Riverview, FL||Multi-family||Joint Venture Equity||0%|
Experienced Real Estate Company
The Real Estate Company is locally based and has prior experience purchasing and adding value to rent stabilized multifamily properties in Brooklyn. RM has transacted with the Real Estate Company on three previous occasions.
Significant Owner Equity
The Real Estate Company invested over $3.7 million in the Portfolio.
The Portfolio is located in several gentrifying neighborhoods of Brooklyn, NY, within the Bedford-Stuyvesant/Bushwick, Crown Heights and Ditmas Park/Flatbush submarkets.
Experienced Real Estate Company
The real estate company owns and manages over $270 million in multifamily assets overall, comprising approximately 4,600 units, and RealtyMogul.com has invested with the real estate company on four previous transactions
The real estate company is purchasing two properties which collectively account for $67,308 per unit and compare favorably to comparable transactions in the market
The Properties are situated in a major market with favorable fundamentals; in close proximity to retail amenities, public transportation and public facilities
There is an opportunity to renovate the property and increase rental income. $8,109 is budgeted per unit for renovations which is anticipated to increase rents an average of $132 per unit upon completion. The Property is also being purchased at a basis below its comparative set and represents a discount to pre-COVID pricing.
The Property benefits from its close proximity to the Telecom Corridor. More than 5,700 companies have a presence in the area, including AT&T, Ericsson, Verizon, Texas Instruments and MetroPCS. The area also features a tight multifamily market, with 6.2% vacancy in June 2020 according to Axiometrics.
The Real Estate Company is a repeat sponsor of Realty Mogul Co. A previous transaction between the two companies recently completed its renovation plan, achieved 95% occupancy and is anticipated to be marketed for sale in September 2020.
With a $1.3 billion asset value and over 15,000 apartments, Northwest Oakland County is the fifth largest submarket in Detroit that appeals to baby boomers and empty nesters seeking a more rural environment. The market takes advantage of strong suburban population growth, which captures workers who are employed in the suburbs of Detroit and allows for a greater market share of renters than in other parts of Michigan.
Market Rent Growth
The submarket had strong year-over-year rent growth of 7.2%. Per AxioMetrics, rent is forecasted to grow by 3.5% annually and vacancy to stay below 5% in the next five years.
As of the acquisition date, the property was 98% occupied. The property has been at least 96% occupied since April 2020. Since September 2020, new lease rents were 10% above in-place rents, signaling an attractive upward trajectory.
The Real Estate Company reapproached a national brokerage firm following a broadly marketed process, due to the previous buyer's seeming uncertainty of execution. Following 6 months of consistent tracking, and the transaction ultimately falling through, the Real Estate Company contractually stepped in as the buyer at a lower price, with terms and a track record that ensures the ability to close.
Austin has been named the #1 fastest-growing major metro area for population growth for nine straight years. Austin has also ranked the #1 place to live in the United States, for the third consecutive year in 2019. The Austin area consists of several Fortune 500 companies, including Apple, Facebook, Amazon, Dell, IBM, Oracle, and soon Tesla's new Gigafactory. Through the COVID-19 pandemic era, Austin added over 37,000 new jobs, marking 3.5% growth and making the city the 2nd fastest-growing metro in the United States. The City recently approved the Orange Line, a new metro rail that will be passing just two blocks from the Property and will provide commuters with convenient access to the Tech Ridge and Downtown Austin. The submarket has averaged 4%+ rent growth and 95%+ occupancy over the past 10 years.
Though built in 2012, the Real Estate Company has an opportunity to enhance all 222 units at Lotus Village, while also further enhancing amenities and exterior spaces. The Real Estate Company has the ability to raise the average current rents of $1.33 per square foot to $1.51 per square foot, which results in a $172 premium over in-place rents and assumed stabilized occupancy at 92%.
Desirable Product Type
Sherwood Oaks stands out amongst its competitors with its unique, predominantly single-story construction, a feature that is highly desirable with tenants, and a huge competitive advantage over nearby apartment properties. The low-density grounds feature abundant, mature oak trees, which create a shade canopy over the property, providing temperature control and natural curb appeal.
Since 2020, the Property has received over $3MM/$15K+ per unit in capital improvements. This includes a complete roof replacement, exterior paint, dog park, landscaping enhancements, and unit interior renovations.
According to research from Yardi Matrix, the Tampa metro saw the third biggest year-over-year increase in apartment rental rates growing 15.1% between June 2020 and June 2021. That rate is more than twice the national average. In the Southeast Tampa submarket where this asset is located, quarter-to-date year-over-year asking rent growth is 25%.
|Investment||Location||Property Type||Investment Type||Invested|
|Dallas, TX||Multi-family||Joint Venture Equity||4000000.00|
|San Antonio, TX||Multi-family||Joint Venture Equity||1000000.00|
|Fort Worth, TX||Multi-family||Joint Venture Equity||1066558.00|
|Avon, CT||Multi-family||Joint Venture Equity||3000000.00|
|El Paso, TX||Multi-family||Joint Venture Equity||3385320.00|
|Chicago, IL||Multi-family||Preferred Equity||1440000.00|
- On August 31, 2017, RealtyMogul Apartment Growth REIT (fka MogulREIT II) acquired a $4,000,000 joint-venture equity investment related to the acquisition and renovation of The Clover on Park Lane (fka Serendipity Apartments), a 343-unit garden-style apartment community located in Dallas, TX.
- The Property was built in 1975 and is comprised of studios, one, and two-bedroom floor plans with an average unit size of 610 square feet. Amenities at the Property include a clubhouse, business center, fitness center, laundry facilities, two pools, and picnic areas.
- The real estate company’s business plan is to bring in-place units to market rents and renovate all 343 units over a three-year period. The real estate company has budgeted approximately $3.04 million ($8,861/unit) to be allocated towards interior and exterior capital improvements. Unit interior upgrades are to include new appliances, painted cabinetry, new ceiling fans, and new lighting packages. Exterior/amenity improvements are to consist of new paint, new carpentry, new landscaping and drainage, a dog park, renovated pool, resealed parking lots, and a new signage package. Post-renovated rent increases are anticipated to be $142 per unit.
- On January 7, 2022, the Clover Property was sold. As a result of the business plan for the renovation of the Clover Property, since the Clover Property’s acquisition, 279 of the 343 units had been renovated, and renovation costs remained under budget. The exterior and common area improvements were completed, including landscaping, installation of new signage, lighting, fencing, gates/security systems, a playground and dog park as well as a complete renovation of the leasing office/clubhouse. Other improvements included resurfacing of the pool, foundation repairs, exterior siding repairs and painting. Since the Clover Property’s acquisition, the Clover Property’s average rent rate increased from $578/month as of October 2017 to $830/month upon the sale of the Clover Property, representing a 44% increase in rent rate.
- The Clover Property was originally acquired for $19,500,000, or $56,851 per unit, and was sold for $38,500,000, or $112,245 per unit.
- On January 31, 2018, RealtyMogul Apartment Growth REIT (fka MogulREIT II) acquired a $1,000,000 joint-venture equity investment related to the acquisition and renovation of Villas de Toscana (fka Tuscany at Westover Hills), a 190-unit garden-style apartment community located in San Antonio, TX.
- The Real Estate Company’s business plan is to implement a value-add strategy by completing interior and exterior renovations at the Property. Unit interior upgrades are expected to include a combination of black-on-black appliances, faux-wood flooring, utility saving devices, and new fixtures. Exterior and amenity improvements are expected to address painting, carpentry, landscaping, fitness center upgrades, backyard changes, pool enhancements, and balcony improvements.
- On December 20, 2021, the Tuscany Property was sold. The Tuscany Property was originally acquired for $14,350,000, or $75,526 per unit, and was sold for $17,650,000, or $92,895 per unit.
- MogulREIT II has acquired a $1,000,000 joint-venture equity investment related to the acquisition and renovation of a 263-unit garden-style apartment community located in Fort Worth, TX.
- The Property was purchased for $55,250 per unit.
- The Property was built in 1968 and is comprised of one, two, and three-bedroom floor plans with an average unit size of 1,043 square feet. Amenities across the Properties include a swimming pool, clubhouse, children's play area, a public mail center, a public laundry center, 24 hour emergency on-site maintenance, and a leasing center with full public kitchen.
- The Real Estate Company’s business plan is to implement a value-add strategy by completing interior and exterior renovations at the Property. Interior upgrades are expected to include black-on-black appliances, faux-wood flooring, utility-efficient devices and new fixtures. Exterior and amenity improvements are expected to include a parking lot seal coat and restriping, new signage, leasing clubhouse upgrades and a dog park, among other improvements.
- On October 25, 2022, the Property was sold. As a result of the business plan for the renovation of the Property, since the Property’s acquisition, 49 of the 263 units had been renovated. The exterior and common area improvements were completed, including painting, clubhouse renovations, the addition of BBQ grills, signage, and a water retrofit. Due to the weaker than anticipated tenant demographic both at the Property and in the surrounding submarket, the real estate company sponsoring the transaction was unable to lease renovated units as underwritten, and the Property required capital calls as a result to support operations and sale efforts; however, the Fort Worth market appreciated, and the Property was sold at a profit, causing the special purpose entity to receive its original investment without a loss of principal.
- RealtyMogul Apartment Growth REIT has acquired a $3,000,000 joint-venture equity investment related to the acquisition and renovation of a 164-unit garden-style apartment community located in Avon, CT.
- The Property was purchased for $146,341 per unit.
- The Property was built in 1973 and is comprised of one, two, and three-bedroom floor plans with an average unit size of 1,165 square feet. Amenities at the Property include a fitness center, pool, picnic area, dog park, tot lot, tennis court, elevators, community laundry, WiFi, low-density wooded landscape, and a clubhouse.
- The Real Estate Company's business plan is to implement a value-add strategy by completing interior and exterior renovations at the Property. Planned unit interior upgrades will include the addition of new appliances, countertops, cabinetry, fixtures, flooring, lighting, and in-unit washers and dryers. Exterior / amenity improvements will consist of painting, lighting, new landscaping, a grill area and fire pit, and patio fences.
- On September 30, 2022, the Property was sold for $33,750,000, or $205,793 per unit, reflecting a 40.6% increase in property value since acquisition. As a result of the business plan for the renovation of the Avon Property, since the Avon Property’s acquisition, 39 of the 164 units had been renovated. The exterior and common area improvements were completed, including painting all common areas and hallways, furnishing the pool area, as well as renovating the clubhouse/game room and kitchen. Since the Avon Property’s acquisition, the Avon Property’s average rent rate increased from $1,499/month as of November 2018 to $1,706/month upon the sale of the Avon Property, representing a 14% increase in rent rate.
Value-add acquisition of well-maintained multifamily property with further upside potential in El Paso, Texas.
- MogulREIT II has acquired a $1,440,000 preferred equity interest (the “Investment”) related to the renovation of a 31-unit multifamily property located in Chicago, IL (the "Property").
- The business plan is to rehabilitate the Property by addressing all deferred maintenance items and substantially improving and modernizing the Property's interiors, exteriors, and landscaping. Upon completion of the capital expenditure plan, the Property is anticipated to offer renoveted interiors and amenities including a new workout room, storage lockers, a bike room, and new landscaping of the common area garden. The business plan is anticipated to take approximately 15 months to complete.
- The Property was built in 1918 and is comprised of one and two-bedroom floor plans wtih an average unit size of 777 square feet.
- The Property is approximately 77% leased. The Real Estate Company has intentionally left particular units vacant in order to execute the interior renovations immediately.
- The Real Estate Company acquired the Property in March 2018 from the original owner and anticipates using the refinance proceeds to (1) pay off an existing senior loan and (2) to repair and renovate the Property.
- The Real Estate Company has over thirty five years of real estate experience and has managed the repositioning of nine investment properties in the Chicago area since 2014. The Property will be managed by an affiliate of the Sponsor.
- The Real Estate Company has secured a senior loan of $6,200,000, which includes a $1,047,000 holdback for property renovations. The loan has a three-year initial term with two 12-month extensions.
- The Investment has a remaining term of 60 months as of the acquisition date of June 22, 2018.
- The Investment is interest-only throughout the entire term.
You should carefully review the “Risk Factors” section of this offering circular which contains a detailed discussion of the material risks that you should consider before you invest in our common shares. These risks include the following:
- The RealtyMogul Apartment Growth REIT has no prior operating history.
- Because no public trading market for shares of our common stock currently exists, it will be difficult for an investor to sell their shares and, if an investor is able to sell their shares, they will likely sell them at a substantial discount to the public offering price.
- We may be unable to pay or maintain cash distributions or increase distributions over time.
- Future disruptions in the financial markets or deteriorating economic conditions could adversely impact the commercial real estate market as well as the market for debt-related investments generally, which could hinder our ability to implement our business strategy and generate returns to you.
- This is a blind pool offering, and the REIT is not committed to acquiring any particular investments with the net proceeds of this offering.
- There are conflicts of interest between the REIT, its Manager and its affiliates.
- Our investments may be concentrated and will be subject to the risk of default.
- We are dependent on our Manager and Realty Mogul, Co.’s key personnel for our success.
- The REIT may allocate the net proceeds from this offering to investments with which you may not agree.
Note: The foregoing statements may contain forward-looking statements and are based on our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements.