Form 1-U RealtyMogul Apartment For: Aug 30

UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
1-U
CURRENT
REPORT
Pursuant
to Regulation A of the Securities Act of 1933
August
30, 2023
(Date
of Report (Date of earliest event reported))
RealtyMogul
Apartment Growth REIT, Inc.
(Exact
name of issue as specified in its charter)
Maryland | 81-5263630 | |
(State or other jurisdiction |
(I.R.S. Employer |
|
of incorporation or organization) |
Identification No.) |
10573
W Pico Blvd,
PMB
#603
Los
Angeles, CA, 90064
(Full
mailing address of
principal
executive offices)
(877)
781-7153
(Issuer’s
telephone number, including area code)
Common
Stock
(Title
of each class of securities issued pursuant to Regulation A)
Item
9. Other Events.
On
August 30, 2023, RealtyMogul Apartment Growth REIT, Inc. issued an investor communication relating to the quarter ended June 30, 2023.
The text of the investor communication is set forth below.
Q2
2023*
To
discuss your REIT holdings, schedule a call with Investor Relations at:
https://calendly.com/realtymogul-investor-relations
or call 877-781-7062
REALTYMOGUL
APARTMENT GROWTH REIT
OFFERING OVERVIEW | TOTAL ASSET VALUE1 | $ | 260,000,000 | |||
NUMBER OF INVESTMENTS2 | 9 | |||||
RealtyMogul Apartment Growth REIT is a non-traded REIT, investing in value-add multifamily apartment buildings with both preferred and joint venture equity, with a focus on providing capital appreciation to investors. | TOTAL NUMBER OF MULTIFAMILY UNITS2 | 1,595 | ||||
INCEPTION TO DATE RETURN3 | 6.5 | % | ||||
FIVE-YEAR RETURN3 | 7.3 | % | ||||
THREE-YEAR RETURN3 | 10.0 | % | ||||
ONE-YEAR RETURN3 | -2.0 | % | ||||
Q2 ANNUALIZED DISTRIBUTION RATE4 | 4.5 | % | ||||
DISTRIBUTION FREQUENCY | Quarterly | |||||
TAX REPORTING FORM | 1099-DIV | |||||
CONSECUTIVE DISTRIBUTIONS4 | 22 Quarters |
KEY
OBJECTIVES
●
To realize capital appreciation in the value of our investments over the long term
●
To pay attractive and stable cash distributions.
PORTFOLIO
STATISTICS5
*All
data as of June 30, 2023 unless otherwise specified.
1
Aggregate value of all underlying properties in RealtyMogul Apartment Growth REIT, Inc. based on the most recent internal valuations
as of the end of the fiscal quarter upon which our most recently announced net asset value (“NAV”) per share is based pursuant
to our valuation policies; provided, however, the value of properties underlying investments acquired since the effective date of the
most recently announced NAV per share is based on the most recent purchase price of such properties. 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 “Description of Our
Common Stock – Valuation Policies” section of our offering circular.
2
Based on the current outstanding investments as of July 31, 2023.
3
Returns shown reflect the percent change in the NAV per share from the beginning of the applicable period, plus the amount of any
distribution per share declared in the period. All returns shown assume reinvestment of distributions pursuant to RealtyMogul Apartment
Growth REIT’s distribution reinvestment plan, are derived from unaudited financial information and are net of all RealtyMogul Apartment
Growth REIT expenses, including management fees. An individual stockholder’s total return may vary from the total return, and there
is no assurance that stockholders will be able to realize the estimated NAV per share upon attempting to sell their shares. Past performance
is historical and not a guarantee of future results. Additional return metrics can be found at the RealtyMogul website.
4
There is no guarantee that stockholders will receive a distribution, and distributions have been paid from net proceeds from our
offering, cash advances by our Manager, cash resulting from a waiver of fees or reimbursements due to our Manager, borrowings in anticipation
of future operating cash flow and the issuance of additional securities. The board of directors may in the future declare lower distributions
or no distributions at all for any given period.
5
Based on the original real estate investment amounts as of July 31, 2023.
MARKET
UPDATES
VIEWS
FROM MANAGEMENT
Dear
Investor,
Thank
you for your continued support of RealtyMogul Apartment Growth REIT. We have now provided 22 consecutive quarters of distributions,
totaling over $10,700,000. To date, over 3,500 investors have invested, and RealtyMogul Apartment Growth REIT holds investments in over
$260 million6 of real estate. We are also happy to share that as of July 2023, approximately 66% of investors have enrolled
in the distribution reinvestment plan (the “DRIP”), allowing for their distributions to compound over time. If you would
like to participate in the DRIP, simply log into your account and then select “Reinvest Distributions.”
For
Q2 2023, NAV per share decreased from $11.11 to $10.47, reflecting a 5.7% decrease quarter over quarter. Distributions for Q2 2023 reflected
an approximately 4.50% annual distribution rate based on an $11.11 NAV per share. The NAV per share calculation as of June 30, 2023 reflects
the total value of our assets minus the total value of our liabilities, divided by the number of shares outstanding as of June 30, 2023.
To determine the NAV per share, our manager marks to market the Apartment Growth REIT’s assets and liabilities, which primarily
consist of the Apartment Growth REIT’s real estate investments.
RealtyMogul
Apartment Growth REIT is focused entirely on multifamily apartment communities. We have pursued this strategy because we believe multifamily
assets have significant upside potential due to the nationwide housing shortage as a result of under-building, according to Fannie Mae.
We also believe that there is additional upside potential as a result of the rise in pricing of single-family homes after the COVID-19
pandemic and the rise in the up-front and ongoing costs of mortgages, both of which may increase the cost of a single-family home, according
to S&P CoreLogic Case-Shiller U.S. National Home Price NSA Index and Freddie Mac. We further believe that multifamily assets provide
downside protection as a result of the large numbers of tenants at each multifamily property, creating diverse income streams.
Capitalization
rates, or cap rates, are based on the net operating income that a property is expected to generate and are calculated by dividing the
net operating income by the property’s asset value, expressed as a percentage. Cap rates can have a significant impact on real
estate investment valuations. For example, if the net operating income on an investment remains consistent, applying a lower cap rate
for valuation purposes can yield a higher property value; conversely a higher cap rate environment can yield a lower property value.
In
connection with determining cap rates for RealtyMogul Apartment Growth REIT’s properties, RM Adviser uses various data sources,
including the PWC Investor Survey, which has estimated a market cap rate of 5.25% in Q2 23, up from 4.45% in Q2 22, an almost 18%
increase year over year.
In
addition, because real estate is often acquired with debt, we believe interest rates and cap rates are seen as positively correlated.
For example, as interest rates rise and fall, so do cap rates and in turn, property valuations. As it relates to the current interest
rate environment, since January 2022, short- and long-term interest rates have increased significantly – since that time, the Federal
Funds Rate has increased by over 5% and the 10-year U.S. Treasury has increased by almost 3%.7 Since 3Q23, the NAV per share
for Apartment Growth REIT has decreased largely due to increased interest rates putting pressure on cap rates, which has caused decreases
in property valuations. Valuations fluctuate over time, and we believe a benefit of investing in a non-traded REIT is the long-term
investment horizon with less focus on quarter-to-quarter changes. Furthermore, while valuations have fallen, we have seen positive trends,
including the following: tenant occupancy over the properties in our portfolio remains high at over 90% as of Q2 23, rents
have increased 32% over prior rents for our current multifamily renovation projects as further described below, and the majority
our portfolio is financed with fixed-rate mortgages.
To
paraphrase one of the most influential investors of our time, Warren Buffett famously maintains to be “fearful when others are
greedy, and greedy when others are fearful.” As property valuations have decreased, we have continued to source new acquisitions
and look for compelling opportunities with the cash reserves we accumulated in 2022.
We
will also continue to seek a diversified portfolio of multifamily real estate investments to provide stockholders exposure to the multifamily
real estate market through their investment in RealtyMogul Apartment Growth REIT.8 As of July 2023, RealtyMogul Apartment
Growth REIT has nine investments spread across eight markets. Since 4Q21, we have sold three investments that were consolidated on our
balance sheet and two investments in which we had minority positions, which sales resulted in an aggregate of $138,325,000 of property
value upon exit.9
6
Aggregate value of all underlying properties in RealtyMogul Apartment Growth REIT, Inc. 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;
provided, however, the value of properties underlying investments acquired since the effective date of the most recently announced NAV
per share is based on the most recent purchase price of such properties. 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 “Description of Our Common Stock – Valuation
Policies” section of our offering circular.
7
The federal funds target rate ranged from 0.00% to 0.25% as of January 3, 2022 compared to a range of 5.25% to 5.50% as of August
15, 2023. The 10 Year U.S. Treasury rate was 1.63% as of January 3, 2022 compared to 4.21% as of August 15, 2023.
8
An investment in RealtyMogul Apartment Growth REIT, Inc. is not a direct investment in commercial real estate.
9
Certain fees were paid to RM Adviser and its affiliates in connection with such sales. Such fees were paid by the special purpose
entities in which we invested and not by us; we are not entitled to these fees.
In
2022, 100% of our distributions were classified as capital gains income.10 Distributions were classified as such because the
REIT sold properties which resulted in capital gains. As a REIT investor, you are entitled to capital gains treatment and tax rate on
asset sales done by the REIT.
During
Q2 2023, the U.S. Bureau of Economic Analysis estimated that U.S. seasonally adjusted real GDP increased 2.4% quarter over quarter. The
Federal Reserve updated its forecast for 2023 growth in the nation’s GDP from the 0.4% it projected in March 2023 to 1.0% as well
as projected a 4.1% unemployment rate for 2023, down from the March 2023 estimate of 4.5%. The unemployment rate ended 2022 at 3.7%.
Average hourly earnings for employees increased 5.7% year over year according to the U.S. Bureau of Labor Statistics. In addition, the
Consumer Price Index (“CPI”) rose year over year 4.9% in April, 4.0% in May, and 3.0% in June according to the U.S. Bureau
of Labor Statistics. Shelter costs, which comprise approximately one-third of CPI, increased 7.8% year over year. Given the economic
inflation, the Federal Reserve has taken steps to cool off the economy by increasing the Federal Funds Rate, the rate at which commercial
banks borrow and lend their excess reserves to each other overnight, seven times in 2022 and four times in 2023 from a target rate of
0.00% to 0.25% to the current target rate of 5.25% to 5.50%. The Federal Reserve is reducing their balance sheet through quantitative
tightening, allowing bonds to mature without reinvestment of the principal. As it relates to real estate purchases, the cost to finance
a real estate investment with a mortgage has increased in each quarter of 2022, stabilizing in Q4 2022 before increasing again in Q2
2023; however, we believe that real estate is positively correlated with inflation as property prices and rental income tend to rise
as inflation rises. We like multifamily investments in an inflationary environment as the typical one-year lease term allows an owner
to mark rents to market on an annual basis. We believe that RealtyMogul Apartment Growth REIT is well positioned as it continues to seek
a diversified portfolio of multifamily real estate, which has a low or negative correlation to other major asset classes and over time
has exhibited less volatility than other asset classes.11
10
There is no guarantee that shareholders will receive a distribution, and distributions have been paid from sources other than cash
flow from operations, including net proceeds from our offering, cash advances by our Manager, cash resulting from a waiver of fees or
reimbursements due to our Manager, borrowings and the issuance of additional securities.
11
Commercial real estate performs differently than other asset classes, such as stocks or bonds, and lacks liquidity. An investment
in RealtyMogul Apartment Growth REIT, Inc. is not a direct investment in commercial real estate.
INVESTMENT
UPDATES
BROOKLYN PORTFOLIO |
VILLAS MULTIFAMILY
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Location:
Equity
Business
Investment
Acquisition
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NINETY-NINE44
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Investment
Acquisition
Asset |
THE
Location:
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Business
Investment
Acquisition
Asset |
LOTUS
Location:
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Business
Investment
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SHERWOOD
Location:
Equity
Business
Investment
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Asset |
RESTORATION
Location:
Equity
Business
Investment
Acquisition
Required
Asset |
RIDGELINE
Location:
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Asset |
BROOKSIDE
Location:
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Asset |
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INVESTMENT
ACTIVITY
DISTRIBUTIONS
RealtyMogul
Apartment Growth REIT has declared distributions for 22 consecutive quarters. The board of directors authorized a distribution for each
month of the second quarter of 2023 on March 20, 2023. Exclusive of special distributions, distributions have been paid on a quarterly
basis since January 1, 2018 and equate to approximately 4.5% on an annualized basis based upon the then current per share purchase price.
NET
ASSET VALUE (NAV)
PRICE PER SHARE (AS OF 8/8/23)* |
NAV PER SHARE (AS OF 6/30/23) |
|
$10.47 | $10.47 |
*Our
offering price per share equals our most recently announced NAV per share and will be adjusted at the beginning of every fiscal quarter
(or as soon as commercially reasonable thereafter). On August 8, 2023, we announced that our NAV per share is $10.47, as of June 30,
2023. Accordingly, effective August 8, 2023, the offering price per share is $10.47. The price per share pursuant to our distribution
reinvestment plan will equal our most recently announced NAV per share and any repurchases of shares made pursuant to our share repurchase
program will be made at the most recent NAV per share (less any applicable discounts, as set forth in our offering circular).
The
NAV per share calculation reflects the total value of our assets minus the total value of our liabilities, divided by the number of shares
outstanding.
As
with any methodology used to estimate value, the methodology employed calculating our NAV per share is based upon a number of estimates
and assumptions about future events that may not be accurate or complete. Further, different parties using different assumptions and
estimates could derive a different NAV per share, which could be significantly different from our calculated NAV per share. Our NAV will
fluctuate over time and does not represent: (i) the price at which our shares would trade on a national securities exchange, (ii) the
amount per share a stockholder would obtain if he, she or it tried to sell his, her or its shares or (iii) the amount per share stockholders
would receive if we liquidated our assets and distributed the proceeds after paying all our expenses and liabilities.
Copyright
© 2023 RM Adviser, LLC, All rights reserved.
Previous
Updates
Please
follow the below links to access updates from the prior four quarters. Historical quarterly updates can also be found on the SEC EDGAR
website.
As
always, please feel free to contact us at [email protected] or call directly with any questions you may have.
Sincerely,
/s/ Jilliene Helman |
/s/ Eric Levy |
|
Jilliene Helman |
Eric Levy |
|
CEO, RM Adviser, LLC |
Vice President, Portfolio Manager, RM Adviser, LLC |
Forward-Looking
Statements
This
Current Report on Form 1-U contains forward-looking statements within the meaning of the federal securities laws. The words “believe,”
“estimate,” “expect,” “anticipate,” “intend,” “plan,” “seek,”
“may,” “continue,” “could,” “might,” “potential,” “predict,”
“should,” “will,” “would,” and similar expressions or statements regarding future periods or the
negative of these terms are intended to identify forward-looking statements. These forward-looking statements involve known and unknown
risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results,
to differ materially from any predictions of future results, performance or achievements that we express or imply in this Current Report
on Form 1-U.
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
REALTYMOGUL APARTMENT GROWTH REIT, INC. |
||
By: | /s/ Jilliene Helman |
|
Name: |
Jilliene Helman |
|
Title: | Chief Executive Officer and President |
|
By: | /s/ Eric Levy |
|
Name: | Eric Levy |
|
Title: | Vice President, Portfolio Manager, RM Adviser, LLC |
|
Date: | August 30, 2023 |