
|
Price to Public
|
Sales Commissions
& Fees*
|
Proceeds to Issuer
|
Proceeds to Other
Persons
|
|
|
Per Share
|
$10.00
|
$0.35*
|
$9.65*
|
n/a
|
|
Total (Minimum
Offering Amount)
|
$3,000,000.00
|
$105,000.00*
|
$2,895,000.00*
|
n/a
|
|
Total (Maximum
Offering Amount)
|
$35,000,000.00
|
$1,225,000.00*
|
$33,775,000.00*
|
n/a
|
| · |
We review your subscription and decide whether to accept it; and
|
| · |
We have raised at least $3,000,000.
|
|
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
|
1
|
|
RISKS OF INVESTING
|
2
|
|
This is a “Blind Pool” Offering
|
2 |
|
We Are a Newly Formed Business With a Limited Operating History
|
2
|
|
Our Auditor Has Raised Questions About our Ability To Survive as a Going Concern
|
2 |
|
No Guaranty of Distributions
|
3
|
|
Arbitrary Pricing
|
3
|
|
Speculative Nature of Real Estate Investing
|
3
|
|
Property Values Could Decrease
|
3
|
|
Illiquidity of Real Estate:
|
4
|
|
Investors Will Have No Right to Participate in the Management of the Fund:
|
4
|
|
We Rely on Our Sponsor and Its Affiliates
|
4
|
|
Selection of Properties
|
4
|
|
Incomplete Due Diligence:
|
4
|
|
Pricing of Assets
|
5
|
|
Competition for Properties
|
5
|
|
Inability to Attract and/or Retain Tenants
|
5
|
|
Operating Expenses
|
5
|
|
Unit Rehabilitation and Capital Improvements
|
6
|
|
Risks Associated with Development and Construction
|
6
|
|
Risks Associated with Relying on Third Parties:
|
6
|
|
Unreliable Financial Projections
|
6
|
|
Lack of Diversification
|
6
|
|
Our Ability To Implement Our Investment Strategy Will Depend On the Success of this Offering
|
6
|
|
Changes To Our Investment Strategy:
|
6
|
|
Inability to Implement Liquidity Transactions:
|
7
|
|
Need for Additional Capital
|
7
|
|
Risk of Dilution
|
7
|
|
Future Securities Could Have Superior Rights
|
7 |
|
Risks Associated with Leverage
|
7 |
|
Risks of Seller Financing
|
8
|
|
The Fund Does Not Have A Credit Rating from Moody’s or Standard & Poor’s
|
8
|
|
Limited Warranties from Sellers
|
8
|
|
Liability for Personal Injury
|
8
|
|
Environmental Risks:
|
8
|
|
ADA Compliance
|
8
|
|
Regulation and Zoning
|
8
|
|
Casualty Losses
|
9
|
|
Changes in Laws
|
9
|
|
Limitation on Rights in LLC Agreement
|
9
|
|
Limitation on Rights in Investment Agreement
|
9 |
|
Waiver of Jury Trials
|
10 |
|
Forum Selection Provision
|
10 |
|
Conflicts of Interests
|
10
|
|
No Market for the Series A Investor Shares; Limits on Transferability
|
11
|
|
Our Sponsor’s Track Record Does Not Guaranty Future Performance
|
12
|
|
Investors Can’t See Our Actual Investments Before Investing:
|
12
|
|
The Fund Stands On Its Own
|
12
|
|
Uninsured Losses
|
12
|
|
Regulation as an Investment Company
|
12
|
|
Reduced Disclosure Requirements Under the JOBS Act:
|
12
|
|
We Are an “Emerging Growth Company” Under the JOBS Act
|
13
|
|
We Are Not Subject to the Corporate Governance Requirements that Apply to Companies
Listed on a National Exchange |
13
|
|
Failure to Satisfy Conditions of REIT; Taxes on REITs
|
13
|
|
We Have Limited Experience Operating a REIT
|
13
|
|
REIT Requirements Could Restrict Actions
|
14
|
|
Required Distributions
|
14
|
|
Federal and State Income Taxes as a REIT
|
14
|
|
Risk Related to Joint Ventures:
|
14
|
|
Breaches of Security
|
15
|
|
FIRPTA Tax on Non-U.S. Sellers:
|
15
|
|
Political Uncertainty
|
15
|
|
THE FUND
|
16 |
|
Investment Strategy
|
16 |
|
Summary of Investment Strategy
|
16 |
|
Focus on Underperforming Communities
|
16
|
|
Geographic Focus
|
17
|
|
Demographic Focus
|
17
|
|
Innovative Underwriting Process and Strategic Planning
|
18
|
|
Impact Investing
|
18 |
|
Management of Business and Investments
|
19
|
|
Management of Properties
|
19
|
|
Leverage
|
20
|
|
Joint Ventures
|
20
|
|
Competition
|
20
|
|
The Competitive Landscape
|
20
|
|
Our Competitive Advantages
|
21
|
|
Our Operating Strategies
|
22
|
|
Reposition Tenant Base
|
22
|
|
Outsource Property Management
|
22
|
|
Actively Manage Our Communities
|
22
|
|
Control Operating Expenses
|
23
|
|
Use Technology
|
23
|
|
Possible Commercial Component
|
24
|
|
Disposition of Properties
|
24
|
|
Term of the Fund
|
24
|
|
SUMMARY OF INVESTMENT OPPORTUNITY UNDER REVIEW
|
25
|
|
WHAT IS A REIT, ANYWAY?
|
30
|
|
OUR ORGANIZATIONAL STRUCTURE
|
31
|
|
OUR MANAGEMENT TEAM
|
32
|
|
Edward P. Lorin
|
32
|
|
Myron Chang
|
33
|
| Andy Park | 33 |
|
COMPENSATION OF MANAGEMENT
|
34
|
|
Overview
|
34
|
| Fees | 34 |
|
Co-Investment
|
36 |
|
Promoted Interest
|
37
|
|
Report to Investors
|
37
|
|
Clawback
|
37
|
|
Method of Accounting
|
37
|
|
Stages of Development
|
38
|
|
SECURITY OWNERSHIP OF MANAGEMENT
|
39 |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS |
40
|
|
Liquidity
|
40
|
|
Capital Resources
|
40
|
|
Results of Operations
|
40
|
|
Off Balance Sheet Arrangements
|
40
|
|
PAST PERFORMANCE: OUR TRACK RECORD SO FAR
|
41
|
|
Summary and Narrative Description
|
41
|
|
Strategic Realty Holdings, LLC and Strategic Realty Capital, LLC
|
42
|
|
Strategy and Results
|
42
|
|
Acquisitions of Properties Within Last Three Years
|
44
|
|
Prior Performance Tables
|
44
|
|
SECURITIES BEING OFFERED
|
45
|
|
Description of Securities
|
45
|
|
Price of Series A Investor Shares
|
45
|
|
Voting Rights
|
45
|
|
Distributions
|
46
|
|
How We Decide How Much To Distribute
|
48
|
|
Withholding
|
48
|
|
No Guaranty
|
48
|
|
Transfers
|
48
|
|
Mandatory Redemptions
|
48
|
|
Limited Right Of Redemption
|
49
|
|
LIMIT ON AMOUNT NON-ACCREDITED INVESTORS CAN INVEST
|
50
|
|
PLAN OF DISTRIBUTION
|
51 |
|
Size of Offering
|
51 |
|
Term of Offering
|
51
|
|
Minimum Initial Investment
|
51
|
|
Manner of Distribution
|
51
|
|
Sales Made Through the Fund’s Site
|
51 |
|
Sales Made Through Folio
|
51 |
|
Folio Technology & Closing Services
|
52 |
|
How To Invest
|
53 |
|
To Invest Through the Fund’s Site
|
53 |
|
To Invest Through Folio
|
53 |
|
Escrow
|
54 |
|
Advertising the Offering
|
55
|
|
Supplements and Amendments to Offering Circular
|
55
|
|
ESTIMATED USE OF PROCEEDS
|
56
|
|
INVESTMENT COMPANY ACT LIMITATIONS
|
57
|
|
SUMMARY OF OUR LLC AGREEMENT AND AUTHORIZING RESOLUTION
|
58
|
|
Formation and Ownership
|
58
|
|
Shares and Ownership
|
58
|
|
Management
|
59
|
|
Exculpation and Indemnification of Manager
|
59
|
|
Obligation to Contribute Capital
|
60
|
|
Personal Liability
|
60
|
|
Distributions
|
60
|
|
Transfers and First Right of Refusal
|
60
|
|
Death, Disability, Etc.
|
60
|
|
Fees to Manager and Affiliates
|
61
|
|
Mandatory Redemption
|
61
|
|
“Drag-Along” Right
|
61
|
|
Limited Redemption Right
|
61
|
|
Electronic Delivery
|
61
|
|
Amendment
|
61
|
|
Information Rights
|
62
|
|
SUMMARY OF MANAGEMENT AGREEMENT
|
63
|
|
ALLOCATION OF EXPENSES AND INVESTMENT OPPORTUNITIES
|
65
|
|
Payment of Expenses
|
65
|
|
Allocation of Investment Opportunities
|
66
|
|
Other Funds
|
66
|
|
Allocation of Certain Low-Income Housing Opportunities
|
67 |
|
FEDERAL INCOME TAX CONSEQUENCES
|
68
|
|
Federal Income Taxation of the Fund
|
68
|
|
Requirements for Qualifying as a REIT
|
69
|
|
Organizational Requirements
|
69
|
|
Income Test Requirements
|
70
|
|
Asset Test Requirements
|
71
|
|
Annual Distribution Requirements
|
72
|
|
Taxation Of Investors
|
72
|
|
How Income is Reported To Investors
|
72
|
|
Taxation of Distributions
|
72
|
|
Taxation of Losses
|
73
|
|
Additional Medicare Tax
|
73
|
|
Tax on Sale of Series A Investor Shares
|
73
|
|
Passive Activity Losses
|
73
|
|
Withholding Taxes
|
73
|
|
LEGAL PROCEEDINGS
|
74
|
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
75
|
|
TESTING THE WATERS MATERIALS
|
76 |
|
FINANCIAL STATEMENTS
|
77
|
|
APPENDIX A – RESULTS OF PRIOR PROGRAMS
|
81 |
|
GLOSSARY OF DEFINED TERMS
|
140
|
| · | Developing a reputation and brand identity |
| · | Raising capital |
| · | Controlling costs |
| · | Responding effectively to the offerings of existing and future competitors |
| · | Managing growth and expansion |
| · | Implementing adequate accounting and financial systems and controls |
| · | Changes in interest rates |
| · | Competition from existing properties and new construction |
| · | Changes in national or local economic conditions |
| · | Changes in zoning |
| · | Environmental contamination or liabilities |
| · | Changes in local market conditions |
| · | Fires, floods, and other casualties |
| · | Uninsured losses |
| · | Undisclosed defects in property |
| · | Incomplete or inaccurate due diligence |
| · | Competition from other landlords could keep us from raising rents, or require us to provide financial or other inducements or concessions to attract tenants (e.g., rent concessions or costs incurred for tenant improvements). |
| · | Changes in economic conditions generally could reduce demand for our properties. |
| · | Existing tenants might not renew their leases. |
| · | Portions of buildings could remain vacant for extended periods. |
| · | We are subject to the risk that our tenants may default on their obligations, or file for bankruptcy protection. |
| · | Certain of our properties may be specifically suited to the needs of a certain type of tenant, and we may have difficulty leasing such properties in the event of a vacancy. |
| · | The LLC Agreement significantly curtails your right to bring legal claims against management, even if they make mistakes that cost you money. |
| · | The LLC Agreement limits your right to obtain information about the Fund and to inspect its books and records. |
| · | Investors can remove the Manager only in very limited circumstances, even if you think the Manager is doing a bad job. |
| · | The Manager is allowed to amend the LLC Agreement in certain respects without your consent. |
| · | The LLC Agreement restricts your right to sell or otherwise transfer your interest, if the Manager determines that the transfer would jeopardize the status of the Fund as a REIT. |
| · |
The LLC Agreement gives the Manager the right to buy back your Series A Investor Shares without your consent if the Manager determines that (i) the Fund would otherwise become subject to the Employee Retirement Income Security Act of 1974 (after referred to as “ERISA”), (ii) the Fund’s status as a REIT would otherwise be jeopardized, or (iii) you have engaged in certain misconduct.
|
| · |
The LLC Agreement requires that disputes arising under the LLC Agreement be prosecuted in the state or federal courts located in Delaware, which might not be convenient to you.
|
| · |
Any claims arising from your purchase of Series A Investor Shares or the Investment Agreement must be brought in the state or federal courts located in Delaware, which might not be convenient to you.
|
| · |
You would not be entitled to a jury trial.
|
| · |
You would not be entitled to recover any lost profits or special, consequential, or punitive damages.
|
| · |
The Fund itself has no employees. The Fund is externally managed by the Manager, which is an affiliate of our Sponsor and will rely on our Sponsor’s executive management and real estate professionals. Your interests might be better served if our management devoted its full attention to maximizing the value of the assets purchased by the Fund. Instead, our management will be managing the assets and liabilities of other companies, some of which may compete directly with the Fund. For more information, including how we will attempt to manage such conflicts, please refer to the “Allocation of Expenses and Investment Opportunities” section beginning on page 65.
|
| · | Our Sponsor and its affiliates, including the individuals who will be responsible for managing the Fund, will have business interests wholly unrelated to the Fund, all of which will require a commitment of time. |
| · | Although we will always seek to establish terms that are fair to the Fund, the terms of the Management Agreement were negotiated between related parties, and therefore may not be as favorable to the Fund as if they had been negotiated between unrelated third parties. |
| · | The Manager will receive fees based, indirectly, on the amount of capital we raise in this Offering, and will also receive fees based on the value of the property the Fund acquires, the value of property the Fund sells, the rental income the Fund receives, and the amount of financing the Fund obtains. In each instances, these fees may introduce incentives for the Manager to take actions (e.g., raising and deploying capital) that may not necessarily be in the best interests of Investors. |
| · | The property acquisition and disposition fees payable to the Manager may, to some extent, give the Manager an incentive to buy or sell more properties, even when such purchases or sales might be disadvantageous to the Fund. Likewise, our construction management fees may give the Manager an incentive to engage in construction and development activities with respect to our properties even when such activities might be disadvantageous to the Fund. |
| · | If the Fund invests in a Joint Venture, the Manager will receive fees from the Fund and might also receive fees directly from the Joint Ventures. This could give the Manager an incentive to target Joint Venture opportunities rather than direct investments, even when doing so might not necessarily be in the best interests of Investors. |
| · | The Manger will be entitled to a monthly fee equal to 5% of the gross rents collected, and in turn will required to pay for the services of one or more reputable third-party property-management companies. The Manager might have an incentive to hire a sub-par property-management company, to make a profit on the “spread.” |
| · |
Our Sponsor and its affiliates might not invest significant equity in the Fund. If they do not, their economic interests could be in conflict with the interests of Investors.
|
| · | We may buy assets from or sell assets to affiliates of our Sponsor. Although we will always seek to establish a fair, arm’s-length price for assets, the interests of our Sponsor and its affiliates may be adverse to the Fund’s interests (and thus your interests as an Investor). |
| · | The lawyers who prepared the Fund’s LLC Agreement, the Investment Agreement, and this Offering Statement represent us, not you. You must hire your own lawyer (at your own expense) if you want your interests to be represented. |
| · | There will be no established market for your Series A Investor Shares, meaning you could have difficulty finding a buyer. |
| · | Under the LLC Agreement, the Series A Investor Shares may not be transferred if the Manager determines that the transfer could jeopardize the status of the Fund as a REIT. |
| · | To qualify as a REIT, the LLC Agreement limits the amount of the Fund that any one person may own, which may restrict your ability to sell Series A Investor Shares to others who have invested in the Fund. |
| 1) | Identify C-quality multi-family apartment communities in A- or B-quality locations; |
| 2) | Buy those communities for C-level prices; |
| 3) | Make physical alterations and other improvements to those communities, increasing the quality from C to B or even A; |
| 4) |
Foster a social and environmentally friendly sense of community;
|
| 5) |
As a result of the alterations and improvements, attract more qualified tenants;
|
| 6) |
Increase rents accordingly; and
|
| 7) |
Enjoy the resulting cash flow and capital appreciation.
|
| · | Older properties that have been neglected and require exterior and interior capital improvements. |
| · | Class “A” apartment communities that are underperforming because of owner mismanagement. |
| · | Apartment communities in locations with high barriers to entry or an unfavorable climate for apartment community development. |
| · | Communities that are in close proximity to one another, where we can join the communities together and maximize the operational and marketing efficiencies. |
| · | Job growth above the national average |
| · | Population growth above the national average |
| · | Decreasing rent concessions |
| · | Market-specific barriers to entry |
| · | High occupancy rates |
| · | Diverse local economies |
| · | Recovering economies experiencing high growth |
| · | Increases in the number of young people entering the workforce and creating households over the next 10 to 15 years |
| · | Increases in the number of single-parent households |
| · | Increases in housing expenditures by college-aged tenants who seek to exhaust available funds in tax-favored college savings plans, such as “529 plans” |
| · | The desire of older tenants to live closer to major university hospitals and educational facilities |
| · | Shifts away from the suburbs and to downtown locations |
| · | Increases in the immigrant population. |
| · | Acquisition cost |
| · | Building restrictions and covenants |
| · | Capital improvement and repositioning budget |
| · | Operating budget |
| · | Current and expected repositioned occupancy |
| · | Current and expected repositioned rents |
| · | Current and repositioned tenant base |
| · | Repositioned net operating income before and after stabilization |
| · | Our ability to install property managers of our choice |
| · | Metrics of other communities in the area |
| · | The condition of the local market |
| · | Focus on underwriting and acquisitions |
| · | Concentrate on developing and reviewing each community’s strategic renovation and repositioning plan |
| · | Deploy our capital primarily for acquisitions and the related renovation and repositioning projects |
| · | Obtain economies of scale |
| · | Take advantage of the expertise of our property managers in evaluating other opportunities |
| · | Identify “off market” opportunities |
| · | Manage our communities consistent with each community’s operating budget and strategic plan |
| · | Tenant surveys |
| · | Focus on tenant satisfaction |
| · | Staggered lease terms |
| · | Emphasize higher occupancy rates, increasing rents as market conditions permits |
| · | Charging higher rates for units with more amenities |
| · | We concentrate our communities within the same markets |
| · | We combine the operations of communities that are in close proximity to each other |
| · | We use purchase order controls, acquiring goods and services from pre-approved vendors |
| · | We purchase supplies in bulk where possible |
| · | We bid third-party contracts, including insurance, on a volume basis to regional and national community managers with whom we have established relationships |
| · | We aggressively manage our renovation and repositioning programs |
| · | We bid our insurance coverage on a volume basis |
| · | We strive to retain residents through high levels of service |
| · | We undertake preventive maintenance regularly |
| · | We aggressively pursue real estate tax appeals |
| · | We are “green” apartment owners and use energy efficient devices to lower utility costs |








| · | The kinds of assets it owns |
| · | The kind of income it generates |
| · | Who owns it |
| · | How much of its income it distributes to its owners |
| · | If the Fund were a regular limited liability company, not a REIT, then the income of the Fund would be reported to Investors on Form K-1. Transferring the information from Form K-1 to his or her own personal tax return can be difficult and time-consuming. |
| · | Conversely, if the Fund were a corporation and did not qualify as a REIT, it would be subject to tax on its income at the corporate level, and investors would then be subject to tax again when the Fund distributed its income, resulting in two levels of tax on the same income. |
| · | As a REIT, the Fund will not itself be subject to tax, and Investors will receive only a simple Form 1099 to report their income from the Fund. |

|
Name
|
Position
|
Age
|
|
Edward P. Lorin
|
CEO/Founder
|
51
|
|
Myron Chang
|
Director of Asset Management
|
28
|
|
Andy Park
|
Director of Acquisitions
|
33 |
| · | They receive fees |
| · | They invest alongside Investors and receive the same distributions as Investors |
| · | They receive the Promoted Interest |
|
Type of Fee
|
Description
|
|
Reimbursement
|
The Fund must reimburse the Manager for expenses the Manager incurs in connection with the Offering, before the Offering Circular is qualified by the Securities and Exchange Commission.
Estimate: We currently estimate that those expenses will be approximately $300,000.
|
|
Asset Management
|
The Manager will charge the Fund a monthly asset management fee equal to 0.14583% of the Investors’ aggregate capital accounts as of the last day of each calendar month, or approximately 1.75% per year. An Investor’s “capital account” will generally be equal to the amount the Investor paid for his, her or its Series A Investor Shares, less any capital that has been returned to the Investor.
Estimate: The amount of the asset management fee will depend on (i) how much capital is raised in the Offering, and (ii) when and how much capital is returned to Investors. If the Fund raised the maximum $35,000,000, the Manager would receive approximately $612,500 per year. However, we cannot make a reasonable estimate at this time.
|
|
Acquisition of
Property
|
With respect to direct investments in real estate, the Manager will be entitled to receive an acquisition fee equal to 1.5% of the total cost of each property acquired on our behalf, which will be payable in addition to any brokerage or other fees payable to third parties.
With respect to Joint Ventures, the Fund, as the managing member of a Joint Venture, may be entitled to an acquisition fee to the extent negotiated with the financial partners in such Joint Venture (which could be higher than the 1.5% acquisition fee for direct investment), all of which will be payable to the Manager. In addition, the Manager shall be entitled to a 1.0% acquisition fee on the total cost (to the Fund) of the asset, payable upon the closing of the transaction.
Estimate: The amount of the acquisition fee will depend on how much property the Fund buys (either directly or through a Joint Venture), which will in turn depend on how much capital is raised in the Offering and how much leverage the Fund uses. We cannot make a reasonable estimate at this time.
|
|
Property
Management
|
The Fund allocates 5.0% of its gross monthly rents to property management fees, which the Manager believes is a market rate. If the Manager is able to engage a third party property manager for less than 5.0%, the Manager is entitled to retain the difference.
Estimate: The amount of the property management fee will depend on the gross rents the Fund receives and the actual costs of third-party property management services. We cannot make a reasonable estimate at this time.
|
|
Disposition of
Property
|
With respect to direct investments by the Fund, the Manager will receive a disposition fee equal to 1.0% of the total sale price of each property.
With respect to Joint Ventures, the Fund, as the managing member of a Joint Venture, the Manager might be entitled to a similar disposition fee to the extent negotiated with the financial partners in such Joint Venture (which could be higher than the 1.0% disposition fee for direct investment). In addition, the Manager shall be entitled to a 1.0% disposition fee on the final sales price (to the Fund) of the asset, payable upon the closing of the transaction.
Estimate: The amount of the disposition fee will depend on the selling price of assets by the Fund and any Joint Ventures and, in the case of Joint Ventures. The terms our Manager negotiates with our Joint Venture partners. We cannot make a reasonable estimate at this time.
|
|
Financing
|
With respect to direct investments by the Fund, the Manager will be entitled to receive a financing fee equal to 1.0% of the amount of each loan placed on a property, whether at the time of acquisition or pursuant to a refinancing. This financing fee will be in addition to any fees paid to third parties, such as mortgage brokers.
With respect to Joint Ventures, the Fund, as the managing member of a Joint Venture, may be entitled to a similar financing fee of 1.0% to the extent negotiated with the financial partners in such Joint Venture, all of which will be payable to the Manager.
Estimate: The amount of the financing fee will depend on the amount of leverage (debt) the Fund and any Joint Ventures use and, in the case of Joint Ventures. The terms our Manager negotiates with our Joint Venture partners. We cannot make a reasonable estimate at this time.
|
|
Construction
Management
|
The Manager may provide construction and/or construction management services on behalf of the Fund. If so, the Manager shall be entitled to compensation that is (i) fair to the Fund, and (ii) no greater than would be paid to an unrelated party at arm’s length.
Estimate: The amount of the construction management fee will depend on the nature and cost of the construction services the Manager provides. We cannot make a reasonable estimate at this time.
|
|
Other Fees
|
The Company engages third parties to provide a variety of other services, including insurance and marketing. If the Manager is able to engage third parties at lower-than-market rates, then the Manager is entitled to retain the difference.
Estimate: The amount of other fees will depend on the nature of the services the Manager provides and how much the Manager charges for such services. We cannot make a reasonable estimate at this time.
|
| · | How much capital is raised in the Offering; |
| · | The investment returns the Fund is able to achieve; |
| · | When those returns are achieved (the Fund might not achieve the same return every year); |
| · | When the Fund distributes money to Investors; and |
| · | The amount of expenses the Fund incurs. |
| · | The fees paid to the Manager and its affiliates; and |
| · | Any transactions between the Fund and the Manager or its affiliates. |
|
Stage
|
Compensation
|
|
Organization
|
None
|
|
Acquisition of Property
|
· Asset Management Fee
· Acquisition Fee
· Financing Fee
|
|
Operation
|
· Asset Management Fee
· Property Management
· Insurance
· Marketing
· Financing Fee
· Returns from Co-Investment
· Promoted Interest
· Disposition Fee
|
|
Liquidation
|
· Returns from Co-Investment
· Promoted Interest
· Disposition Fee
|
|
Common
Shares |
Name and address of beneficial
owner |
Amount and nature
of beneficial ownership |
Percent of
class |
|
Impact Housing REIT Manager, LLC (1)
23901 Calabasas Road Suite 2010
Calabasas, CA
93102
|
1,000,000
|
100%
|
|
|
Edward P. Lorin
23901 Calabasas Road Suite 2010
Calabasas, CA 93102
|
0
|
0%
|
|
|
Myron Chang
23901 Calabasas Road Suite 2010
Calabasas, CA 93102
|
0
|
0%
|
|
|
Andy Park
23901 Calabasas Road Suite 2010
Calabasas, CA 93102
|
0
|
0%
|
|
|
Series A
Investor Shares |
Name and address of beneficial
owner |
Amount and nature
of beneficial ownership |
Percent of
class |
|
--
|
--
|
--
|
| · | They all involve raising money from investors. |
| · | They all involve conducting the same business as the business in which the Fund will be engaged, i.e., investing in underperforming multi-family apartment communities. |
| · |
Each of the Projects also has investment objectives that are identical to the investment objectives of the Fund.
|
| · | Has been registered under the Securities Act of 1933; |
| · | Has been required to report under section 15(d) of the Securities Exchange Act of 1934; |
| · | Has had a class of equity securities registered under section 12(g) of the Securities Exchange Act of 1934; or |
| · | Has, or has had, 300 or more security holders. |
| 1) | Identify C-quality multi-family apartment communities in A- or B-quality locations; |
| 2) | Buy those communities for C-level prices; |
| 3) | Make physical alterations and other improvements to those communities, increasing the quality from C to B or even A; |
| 4) | Improve the quality of life for tenants; |
| 5) | As a result of the alterations and improvements, attract more qualified tenants; and |
| 6) | Increase rents accordingly. |
|
Hold Period
(Months) |
Units
|
Change in NOI*
(From Purchase Date) |
Average Annual
Cash on Cash Distribution**
|
IRR***
|
|
|
Project Seven
|
23.08
|
216
|
53.64%
|
5.36%
|
46.60%ɸ
|
|
Project Ten
|
28.90
|
436
|
43.83%
|
9.46%
|
15.77%ɸ
|
|
Project Eleven
|
20.27
|
256
|
38.88%
|
10.76%
|
14.90%
|
|
Project Twelve
|
22.60
|
347
|
10.50%
|
4.89%
|
12.36%
|
|
Project Thirteen
|
23.77
|
268
|
33.52%
|
10.49%
|
18.38%
|
|
Project Fourteen
|
48.03
|
1271
|
78.20%
|
3.73%
|
31.01%
|
|
Project Fifteen
|
32.03
|
155
|
294.83%
|
5.54%
|
24.75%
|
|
Project Sixteen
|
38.13
|
200
|
76.29%
|
7.58%
|
29.22%
|
|
Project Seventeen
|
38.10
|
296
|
52.61%
|
1.40%
|
22.62%
|
|
Project Eighteen
|
34.53
|
638
|
41.01%
|
9.14%
|
14.41%
|
|
Project Nineteen
|
38.60
|
346
|
148.74%
|
0.36%
|
30.83%
|
|
Project Twenty
|
37.60
|
282
|
35.98%
|
21.48%
|
61.25%
|
|
Project Twenty One
|
43.13
|
156
|
129.83%
|
22.50%
|
11.63%
|
|
Project Twenty Two
|
37.67
|
400
|
33.77%
|
4.65%
|
24.24%
|
|
Project Twenty Three
|
41.07
|
484
|
76.15%
|
7.00%
|
25.71%
|
|
Project Twenty Four
|
44.57
|
160
|
19.07%
|
7.03%
|
19.91%
|
|
Project Twenty Five
|
43.60
|
195
|
218.10%
|
1.98%
|
13.05%
|
|
Project Twenty Six
|
43.63
|
440
|
32.46%
|
6.15%
|
11.59%
|
|
Project Twenty Seven
|
54.93
|
176
|
405.10%
|
6.09%
|
20.11%
|
|
Project Twenty Eight
|
34.03
|
466
|
96.68%
|
3.98%
|
18.88%
|
|
Project Twenty Nine
|
48.03
|
200
|
14.79%
|
7.39%
|
12.72%
|
|
Project Thirty
|
53.20
|
140
|
92.37%
|
24.47%
|
19.64%
|
|
Project Thirty One
|
52.30
|
536
|
141.74%
|
8.68%
|
37.90%
|
|
Project Thirty Two
|
52.53
|
264
|
93.55%
|
11.02%
|
34.82%
|
|
Project Thirty Three
|
51.67
|
218
|
573.50%
|
7.60%
|
20.28%
|
|
Project Thirty Four
|
57.70
|
330
|
640.03%
|
6.04%
|
25.59%
|
|
Project Thirty Five
|
56.50
|
240
|
81.47%
|
18.47%
|
40.00%
|
|
Project Thirty Six
|
63.17
|
475
|
1097.90%
|
6.24%
|
47.33%
|
|
Average
|
41.55
|
343
|
166.23%
|
8.55%
|
24.74%
|
|
* Net Operating
Income |
We calculate “net operating income” using the industry-standard definition, i.e., the gross income from the property minus operating expenses. The gross income from a property means primarily rental income, but where applicable also includes other income items such as parking fees and income from operating vending machines and laundry facilities. Operating expenses include all of the expenses required to operate the property, such as insurance, property management fees, utilities, property taxes, repairs and janitorial fees. Net operating income does not reflect debt service payments (principal and interest), capital expenditures, or depreciation and amortization.
|
|
** Cash On Cash
Distribution |
We calculate “cash on cash distribution” by dividing the distributions paid by the total equity invested. For example, suppose a property were purchased for $100, using $80 of debt and $20 of equity, and the property paid a distribution of $2 for a given year. The “cash on cash distribution” for that year would be 10%, $2 divided by $20.
|
|
*** IRR
|
“Internal rate of return” is a financial concept that measures the overall return from an investment, taking into account all the money invested and all the money returned, as well as the timing of each contribution and distribution. We calculate the internal rate of return using the XIRR function in Microsoft Excel, the spreadsheet program.
ɸ Projects Seven and Ten each included two properties, one of which has been sold. The IRR for those Projects reflect the property that was sold.
|
| · |
The LLC Agreement, which is attached as Exhibit 1A-2B; and
|
| · |
The Authorizing Resolution, which is attached as Exhibit 1A-15.2.
|
| · |
Determine the fair market value of the Company’s assets, using appraisals and/or such other methods as the Manager may determine, including its own judgment;
|
| · |
Determine the amount of the Company’s liabilities; and
|
| · |
Determine the amount that a purchaser of Series A Investor Shares would receive if all of the assets of the Company were sold for their fair market values, less hypothetical sales commissions and transaction costs, all the liabilities of the Company were satisfied, and the net proceeds were distributed in accordance with the LLC Agreement.
|
| · | Distributions of ordinary operating cash flow (primarily in the form of rent payments we receive, after expenses); and |
| · | Distributions of the net proceeds from “capital transactions” like sales or refinancing of properties (“net proceeds” means the gross proceeds of the capital transaction, reduced by the expenses of the transaction, including repayment of debt). |
| · | Step One: First, Investors will receive all the operating cash flow until they have received a 7% cumulative, non-compounded annual return on their invested capital; and |
| · | Step Two: Second, any remaining operating cash flow will be distributed 65% to the Investors on a pro rata basis, and 35% to the Manager. |
| · | Step One: First, Investors will receive all the net proceeds until they have received a 7% cumulative, non-compounded annual return on their invested capital; |
| · | Step Two: Second, Investors will receive any remaining net proceeds to return an allocable portion of the capital they invested* (see explanation below); |
| · | Step Three: Third, any remaining net proceeds will be distributed 65% to the Investors on a pro rata basis and 35% to the Manager until Investors have received a “internal rate of return” of 16%** (see explanation below); and |
| · | Step Four: Fourth, any remaining net proceeds will be distributed 50% to the Investors on a pro rata basis and 50% to the Manager |
| · | Liquidated the investment in one year for $116; or |
| · | Received no distributions for five years, and at the end of the fifth year liquidated the investment for $210.03; or |
| · | Received a payment of $16 at the end of year, and received your $100 back at the end of the fifth year. |
| · | If the Investor is an entity governed by the Employee Retirement Income Security Act of 1974, Code section 4975, or any similar Federal, State, or local law, and the Manager determines that all or any portion of the assets of the Fund would, in the absence of the redemption, more likely than not be treated as “plan assets” or otherwise become subject to such laws. |
| · | If the Manager determines that the redemption would be beneficial in allowing the Fund to retain its status as a REIT. |
| · | If the Manager determines that the Investor has engaged in certain misconduct. |
| · | Arrange for the purchase of any Series A Investor Shares within one year after they were issued; |
| · | Arrange for the purchase of more than 25% of an Investor’s Series A Investor Shares during any year. |
| · | Arrange for the purchase of more than 5% of the issued and outstanding Series A Investor Shares during any fiscal year; |
| · | Buy the Series A Investor Shares for its own account; |
| · | Contribute money to buy the Series A Investor Shares; |
| · | Borrow money or dispose of assets; or |
| · | Take any other action the Manager believes would be adverse to the interests of the Fund or its other Members. |
| · | A natural person (a human being) who has: |
| o | Individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; OR |
| o | Income exceeding $200,000 in each of the two most recent years, or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; |
| · | A trust with assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person; |
| · | A business in which all the equity owners are accredited investors; |
| · | An employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million; |
| · | A bank, insurance company, registered investment company, business development company, or small business investment company; |
| · | A charitable organization, corporation, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets exceeding $5 million; and |
| · | A director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that issuer. |
| · | 10% of your annual income; or |
| · | 10% of your net worth. |
| · | Your name and address |
| · | Your social security number (for tax reporting purposes) |
| · | Whether you are an “accredited investor” |
| · | If you not an accredited investor, your income and net worth |
| · |
We review your subscription and decide whether to accept it; and
|
| · |
We have raised at least $3,000,000.
|
| · |
We review your subscription and decide whether to accept it; and
|
| · |
We have raised at least $3,000,000.
|
|
Estimated Use of Proceeds
|
||||||||
|
Minimum
|
Maximum
|
|||||||
|
Gross Offering Proceeds
|
$
|
3,000,000
|
$
|
35,000,000
|
||||
|
Sales Commissions & Fees
|
$
|
105,000
|
*
|
$
|
1,225,000
|
*
|
||
|
Offering Expenses
|
$
|
(300,000
|
)
|
$
|
(1,000,000
|
)
|
||
|
Net Proceeds Available for Investment
|
$
|
2,595,000
|
*
|
$
|
32,775,000
|
*
|
||
| · | An uncured breach of the LLC Agreement or the Management Agreement by the Manager; or |
| · | The bankruptcy of the Manager; or |
| · | Certain misconduct on the part of the Manager, if the individual responsible for the misconduct is not terminated. |
| · | Cure ambiguities or inconsistencies in the LLC Agreement; |
| · | Add to its own obligations or responsibilities; |
| · | Change the name of the Fund; |
| · | Ensure that the Fund (including the Fund) satisfies applicable laws, including tax and securities laws; and |
| · | Ensure that the Fund is eligible to be treated as a REIT. |
| · | The fees paid to the Manager and its affiliates; and |
| · | Any transactions between the Fund and the Manager or its affiliates. |
| · | Conducting this Offering |
| · | Establishing investment guidelines, policies, and procedures |
| · | Overseeing and conducting due diligence |
| · | Arranging for financing from banks and other financial institutions |
| · | Reviewing joint venture opportunities |
| · | Keeping and maintaining the books and records of the Fund |
| · | Managing the Fund’s portfolio of assets |
| · | Managing the administrative and back-office functions of the Fund |
| · | Collecting, maintaining, and distributing information |
| · | Determining the improvements to be made to properties owned by the Fund |
| · | Maintaining appropriate technology systems |
| · | Making, changing, and revoking tax elections including making an election be treated as a REIT and to be treated as a corporation for tax purposes |
| · | Complying with SEC requirements |
| · | Managing distributions and payments to Investors; |
| · | Handling redemption requests from Investors |
| · | Engaging property managers, contractors, attorneys, accountants, and other third parties |
| · | Entering into contracts and other agreement |
| 1) | Which entity pays for which expenses |
| 2) | How we allocate investment opportunities as between the Fund on one hand and our Sponsor and its other affiliates on the other hand |
| 3) | Our plans to create other funds |
| · | Costs and expenses associated with the formation of the Fund and the Manager |
| · | The costs of this Offering |
| · | The cost of buying, operating, and selling real estate assets, appraisal fees, insurance premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes, costs of foreclosure, property management, maintenance, and the cost of repair and improvement |
| · | Financing costs |
| · | Taxes |
| · | Insurance premiums |
| · | Custodian, transfer agent, and registrar fees |
| · | Legal and accounting fees |
| · | Travel and related expenses of the Manager incurred in connection with the business of the Fund |
| · | Costs incurred to comply with the reporting and other requirements of governmental bodies or agencies, including the cost of preparing and distributing reports to Investors |
| · | Technology costs |
| · | Communities that are already owned by the Sponsor or an affiliate |
| · | Communities within the immediate vicinity of any of those communities |
| · | The date that is two years following the qualification of the Offering by the SEC; or |
| · | The date that the Fund has raised $35,000,000 in the Offering. |
| · | The fund purchases fee simple interests in underperforming multi-family apartment communities, requiring “value add” additions and renovations; and |
| · | The fund is offered pursuant to Regulation A or in an offering registered under the Securities Act; and |
| · | Investors in the fund acquire equity, not debt. |
| · |
Are encumbered by some form of land use restriction agreement or other regulatory agreement restricting occupancy of at least 10% of all residential dwelling units to affordable housing or other low-income targeted tenant base; or
|
| · |
Have qualified for a low-income housing tax credit transaction pursuant to section 42 of the Code, with the 10-year tax credit period associated therewith expired and the 15-year compliance period associated therewith either expired or near expiration.
|
| · | We will be taxed at regular corporate tax rates on any undistributed REIT taxable income, including undistributed net capital gains. |
| · | A REIT may generally be subject to the “alternative minimum tax.” |
| · | If we have (i) net income from the sale or other disposition of “foreclosure property” which is held primarily for sale to customers in the ordinary course of business or (ii) other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on such income. |
| · | If the Fund has net income from “prohibited transactions” (which are, in general, certain sales or other dispositions of property held primarily for sale to customers in the ordinary course of business other than foreclosure property), such income will be subject to a tax of 100% of the net income from such prohibited transactions. |
| · | If we are able to maintain our qualification as a REIT despite any failure to satisfy either the 75% or 95% income test (discussed below), we will be subject to a 100% tax on an amount equal to (a) the gross income attributable to the greater of the amount by which the Fund fails the 75% or 95% of income test multiplied by (b) a specified fraction. |
| · | If we maintain our qualification as a REIT, despite any failure to satisfy the REIT asset tests (discussed below), then we will have to pay a tax equal to the greater of $50,000 or the highest marginal corporate tax rate multiplied by the net income generated by the qualifying assets. |
| · | A REIT will be subject to a 4.0% excise tax if it fails to make certain minimum distributions each calendar year. |
| · | A 35% tax will be imposed on the excess inclusions allocable to disqualified entities that hold interests in the REIT. |
| · | If a REIT acquires any asset from a C corporation (i.e., generally a corporation subject to full corporate-level tax) in a carryover basis transaction (or if a REIT such as the Fund holds assets beginning on the first day of the first taxable year for which the Fund qualifies as a REIT) and the REIT subsequently recognizes gain on the disposition of such asset during the 10-year period (the Recognition Period) beginning on the date on which the asset was acquired by the REIT (or the REIT first qualified as a REIT), then the excess of: (a) the fair market value of the assets as of the beginning of the applicable Recognition Period, over (b) the REIT’s adjusted basis in such assets as of the beginning of such Recognition Period will be subject to tax at the highest regular corporate rate, pursuant to guidelines issued by the Service (the Built-In Gain Rules). |
| · | A REIT will be subject to a tax equal to 100% of re-determined rents, re-determined deductions, and excess interest between a REIT and its taxable REIT subsidiary. |
| · | A REIT will be subject to the personal holding company tax, if the REIT qualifies as a personal holding company and has undistributed personal holding company income. |
| · | Managed by one or more trustees or directors; |
| · | The beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial ownership; |
| · | Which (but for sections 856 through 859 of the Code) would be taxable as a domestic corporation; |
| · | Which is neither a financial institution nor an insurance company within the meaning of the applicable provisions of the Code; |
| · | The beneficial ownership of which is held by at least 100 persons; |
| · | During the last half of each taxable year, is not closely held, i.e., not more than 50% of the value of its outstanding stock is owned, directly or indirectly, by or for five or fewer “individuals,” as defined in the Code to include certain entities; |
| · | Files an election or continues such election to be taxed as a REIT on its return for each taxable year; |
| · | Uses the calendar year as its taxable year; and |
| · | Meets other tests described below, including with respect to the nature of its assets and income and the amount of its distributions. |
| · | At least 75% of our gross income for the taxable year must be derived from, among other things, rents from real property (with some exceptions), interest on obligations secured by mortgages, and certain gains on the sales of property. |
| · | In addition to deriving 75% of our gross income from, among other things, the sources listed above, at least 95% of the REIT’s gross income for the taxable year must be derived from the above-described qualifying income, or from dividends, interest or gains from the sale or disposition of stock or other securities that are not dealer property. |
| · | The amount of rent must not be based in whole or in part on the income or profits of any person, but can be based on a fixed percentage of receipts or sales; |
| · | The rent cannot be from a tenant of which we and our affiliates own 10% or more of (i) the total combined voting power of all classes of voting stock, or total value of shares of all classes of stock, if a corporate tenant, or (ii) the interests in the assets or net profits of an entity, if not a corporate tenant; |
| · | The rent cannot be attributable to personal property unless it is leased in connection with real property and the rent attributable to such personal property is less than or equal to 15% of the total rent received for the taxable year attributable to both the real and personal property leased under such lease; and |
| · | The rent cannot be attributable to services furnished or rendered in connection with the rental of real property, unless such services are customarily provided in connection with the rental of real property, whether or not such charges are separately stated. |
| · | At least 75% of the value of our total assets must be represented by real estate assets, cash and cash items (including receivables) and government securities; |
| · | No more than 25% of the value of our total assets can be represented by securities (other than those securities includible in the 75% asset test); |
| · | No more than 20% of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries; and |
| · | With the exception of taxable REIT subsidiaries and those securities includible under the 75% asset test, we may not own: |
| o | Securities of any one issuer whose value exceeds 5% of the value of our total assets; |
| o | More than 10% of any one issuer’s outstanding voting securities; and |
| o | More than 10% of the value of the outstanding securities of any one issuer. |
| · | We must distribute (other than capital gain distributions) to our beneficiaries an amount at least equal to the sum of: (i) 90% of the REIT taxable income (computed without regard to the dividends-paid deduction and by excluding our net capital gain), and (ii) 90% of the net income, if any, from foreclosure property in excess of the excise tax on net income from foreclosure property, minus the sum of certain items of non-cash income. |
| · | We must distribute during each calendar year at least the combined sum of 85% of our ordinary income for that year; 95% of our capital gain net income for that year; and any undistributed taxable income from prior periods. |
| · | We may not dispose of any asset that is subject to the Built-In Gain Rules during the 10-year period beginning on the date on which we acquired the asset. |
| · |
State that no money or other consideration is being solicited, and if sent in response, will not be accepted;
|
| · |
State that no offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance given after the qualification date;
|
| · |
State that a person’s indication of interest involves no obligation or commitment of any kind; and
|
| · |
Either:
|
| o |
State from whom a copy of the most recent version of the Preliminary Offering Circular may be obtained, including a phone number and address of such person;
|
| o |
Provide the URL where such Preliminary Offering Circular, or the offering statement in which such Preliminary Offering Circular was filed, may be obtained; or
|
| o |
Include a complete copy of the Preliminary Offering Circular.
|
|
Page
|
|
|
INDEPENDENT AUDITOR’S REPORT
|
F-1-2
|
|
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2017 AND FOR THE YEAR THEN
ENDED: |
|
|
Balance Sheet
|
F-3
|
|
Statement of Operations
|
F-4
|
|
Statement of Changes in Member’s Equity (Deficit)
|
F-5
|
|
Statement of Cash Flows
|
F-6
|
|
Notes to Financial Statements
|
F-7–10
|


|
ASSETS
|
||||
|
Current Assets:
|
||||
|
Offering costs
|
$
|
195,657
|
||
|
Prepaid insurance
|
16,014
|
|||
|
Total Current Assets
|
211,671
|
|||
|
TOTAL ASSETS
|
$
|
211,671
|
||
|
LIABILITIES AND MEMBER'S EQUITY (DEFICIT)
|
||||
|
Liabilities:
|
||||
|
Current Liabilities:
|
||||
|
Advances from related party
|
$
|
439,766
|
||
|
Accrued expenses
|
4,449
|
|||
|
Total Liabilities
|
444,215
|
|||
|
Total Member's Equity (Deficit)
|
(232,544
|
)
|
||
|
TOTAL LIABILITIES AND MEMBER'S EQUITY (DEFICIT)
|
$
|
211,671
|
||
|
Net revenues
|
$
|
-
|
||
|
Costs of net revenues
|
-
|
|||
|
Gross profit
|
-
|
|||
|
Operating Expenses:
|
||||
|
Advertising & marketing
|
172,582
|
|||
|
Professional fees
|
24,703
|
|||
|
Travel expenses
|
14,701
|
|||
|
Meals & entertainment
|
7,406
|
|||
|
Dues & subscriptions
|
3,623
|
|||
|
Insurance expense
|
498
|
|||
|
Telephone
|
334
|
|||
|
Total Operating Expenses
|
223,847
|
|||
|
Net Loss
|
$
|
(223,847
|
)
|
|
Total Member's
Equity (Deficit) |
||||
|
Balance at December 31, 2016
|
$
|
(8,697
|
)
|
|
|
Net loss
|
(223,847
|
)
|
||
|
Balance at December 31, 2017
|
$
|
(232,544
|
)
|
|
|
Cash Flows From Operating Activities
|
||||
|
Net Loss
|
$
|
(223,847
|
)
|
|
|
Adjustments to reconcile net loss to net cash
used in operating activities: |
||||
|
Changes in operating assets and liabilities:
|
||||
|
(Increase)/Decrease in deferred offering costs
|
(22,404
|
)
|
||
|
(Increase)/Decrease in prepaid insurance
|
(16,014
|
)
|
||
|
(Increase)/Decrease in refunds receivable
|
20,000
|
|||
|
Increase/(Decrease) in accrued expenses
|
(21,559
|
)
|
||
|
Net Cash Used In Operating Activities
|
(263,824
|
)
|
||
|
Cash Flows From Financing Activities
|
||||
|
Advances from related party
|
263,824
|
|||
|
Net Cash Provided By Financing Activities
|
263,824
|
|||
|
Net Change In Cash
|
-
|
|||
|
Cash at Beginning of Period
|
-
|
|||
|
Cash at End of Period
|
$
|
-
|
||
|
Supplemental Disclosure of Cash Flow Information
|
||||
|
Cash paid for interest
|
$
|
-
|
||
|
Cash paid for income taxes
|
$
|
-
|
||
|
Page
|
|
|
INDEPENDENT AUDITOR’S REPORT
|
F-1-2
|
|
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND FOR THE PERIOD
|
|
|
FROM AUGUST 17, 2016 (INCEPTION) TO DECEMBER 31, 2016:
|
|
|
Balance Sheet
|
F-3
|
|
Statement of Operations
|
F-4
|
|
Statement of Changes in Member’s Equity
|
F-5
|
|
Statement of Cash Flows
|
F-6
|
|
Notes to Financial Statements
|
F-7–11
|

|
ASSETS
|
||||
|
Current Assets:
|
||||
|
Offering costs
|
$
|
173,253
|
||
|
Refund receivable
|
20,000
|
|||
|
Total Current Assets
|
193,253
|
|||
|
TOTAL ASSETS
|
$
|
193,253
|
||
|
LIABILITIES AND MEMBER'S EQUITY
|
||||
|
Liabilities:
|
||||
|
Current Liabilities:
|
||||
|
Advances from related party
|
$
|
175,942
|
||
|
Accrued expenses
|
26,008
|
|||
|
Total Liabilities
|
201,950
|
|||
|
Total Member's Equity
|
(8,697
|
)
|
||
|
TOTAL LIABILITIES AND MEMBER'S EQUITY
|
$
|
193,253
|
||
|
Net revenues
|
$
|
-
|
||
|
Cost of net revenues
|
-
|
|||
|
Gross Profit
|
-
|
|||
|
Operating Expenses:
|
||||
|
Professional fees
|
4,436
|
|||
|
Travel expenses
|
2,347
|
|||
|
Dues & subscriptions
|
1,550
|
|||
|
Meals and entertainment
|
364
|
|||
|
Total Operating Expenses
|
8,697
|
|||
|
Net Loss
|
$
|
(8,697
|
)
|
|
|
Weighted-average units outstanding
|
||||
|
-Basic and Diluted
|
N/A
|
|||
|
Net loss per unit
|
||||
|
-Basic and Diluted
|
N/A
|
|
Total Member's
Equity
|
||||
|
Balance at August 17, 2016 (inception)
|
$
|
-
|
||
|
Capital contributions
|
-
|
|||
|
Distributions
|
-
|
|||
|
Net loss
|
(8,697
|
)
|
||
|
Balance at December 31, 2016
|
$
|
(8,697
|
)
|
|
|
Cash Flows From Operating Activities
|
||||
|
Net Loss
|
$
|
(8,697
|
)
|
|
|
Adjustments to reconcile net loss to net cash used
in operating activities: |
||||
|
Changes in operating assets and liabilities:
|
||||
|
Increase/(Decrease) in deferred offering costs
|
(173,253
|
)
|
||
|
Increase/(Decrease) in refunds receivable
|
(20,000
|
)
|
||
|
Increase/(Decrease) in accrued expenses
|
26,008
|
|||
|
Net Cash Used in Operating Activities
|
(175,942
|
)
|
||
|
Cash Flows from Financing Activities
|
||||
|
Advances from related party
|
175,942
|
|||
|
Net Cash Provided by Financing Activities
|
175,942
|
|||
|
Net Change In Cash
|
-
|
|||
|
Cash at Beginning of Period
|
-
|
|||
|
Cash at End of Period
|
$
|
-
|
||
| · |
They all involve raising money from investors.
|
| · |
They all involve conducting the same business as the business in which the Fund will be engaged, i.e., investing in underperforming multi-family apartment communities.
|
| · |
Each of the Projects also has investment objectives that are identical to the investment objectives of the Fund.
|
|
Table
|
Projects Included in Table
|
Purpose and Subject Matter
|
|
I. Experience Raising Funds
|
· Projects the offering of which closed within the last three years.
|
Provides information concerning the offerings themselves, including how the offering proceeds were deployed.
|
|
II. Compensation to Sponsor
|
· Projects the offering of which closed within the last three years.
· Other Projects from which the Sponsor received compensation during the last three years.
|
Describes all compensation paid to the sponsor within the last three years, whether in the form of management fees or otherwise.
|
|
III. Operating Results
|
· Projects the offering of which closed within the last five years.
|
Sets forth the annual operating results of the Projects included.
|
|
IV. Completed Projects
|
· Projects completed (no longer own properties) within the last five years.
|
Summarizes the results of the Projects included, including the return to Project investors.
|
|
V. Sales of Property
|
· All Projects that have sold property within the last three years.
|
Summarizes the result of property sales.
|
|
VI. Purchases of Property
|
· Purchases of property within the last three years.
|
Summarizes each property purchase, including number of units, purchase price, and financing.
|
| · |
The investor took 20 of the properties;
|
| · |
SRC took five of the properties; and
|
| · |
One of the properties was sold.
|
|
Table I. Experience Raising Funds
|
||||
|
Offerings Closed Within the Last Three Years
|
||||
|
Page 1
|
||||
|
Project One
|
Project Two
|
Project Three
|
Project Four
|
|
|
Date Offering Closed
|
11/22/2016
|
10/29/2015
|
8/27/2015
|
1/14/2015
|
|
Duration of Offering in Months
|
6.80
|
3.60
|
2.83
|
4.73
|
|
Months to Invest 90% of Amount Raised
|
6.80
|
3.60
|
2.83
|
4.73
|
|
Amount Offered (and Raised)
|
7,034,404
|
3,780,000
|
9,839,559
|
1,540,312
|
|
Less Organizational and Offering Expenses
|
-
|
-
|
-
|
-
|
|
Less Reserves
|
-
|
-
|
-
|
-
|
|
Amount Available for Investment
|
7,034,404
|
3,780,000
|
9,839,559
|
1,540,312
|
|
Purchase Price of Real Estate
|
12,100,000
|
11,600,000
|
34,150,000
|
4,102,008
|
|
Cost of Renovations and Improvements
|
2,081,840
|
-
|
2,181,031
|
1,000,000
|
|
Percent Leverage
|
51.46%
|
70.39%
|
76.70%
|
57.82%
|
|
Table I. Experience Raising Funds
|
||||
|
Offerings Closed Within the Last Three Years
|
||||
|
Page 2
|
||||
|
Project Five
|
Project Six
|
Project Seven
|
Project Eight
|
|
|
Date Offering Closed
|
12/31/2014
|
11/25/2014
|
10/29/2014
|
10/14/2014
|
|
Duration of Offering in Months
|
1.33
|
11.63
|
10.73
|
2.57
|
|
Months to Invest 90% of Amount Raised
|
1.33
|
11.63
|
10.73
|
2.57
|
|
Amount Offered (and Raised)
|
1,705,037
|
2,650,000
|
9,280,000
|
5,560,000
|
|
Less Organizational and Offering Expenses
|
-
|
-
|
-
|
-
|
|
Less Reserves
|
-
|
-
|
-
|
-
|
|
Amount Available for Investment
|
1,705,037
|
2,650,000
|
9,280,000
|
5,560,000
|
|
Purchase Price of Real Estate
|
5,800,000
|
12,950,000
|
29,600,000
|
13,000,000
|
|
Cost of Renovations and Improvements
|
845,000
|
1,138,000
|
2,325,000
|
1,092,000
|
|
Percent Leverage
|
75.24%
|
75.95%
|
69.54%
|
64.93%
|
|
Table I. Experience Raising Funds
|
||||
|
Offerings Closed Within the Last Three Years
|
||||
|
Page 3
|
||||
|
Project Nine
|
Project Ten
|
Project Eleven
|
Project Twelve
|
|
|
Date Offering Closed
|
9/19/2014
|
12/23/2013
|
8/30/2013
|
6/21/2013
|
|
Duration of Offering in Months
|
9.87
|
4.07
|
1.60
|
4.03
|
|
Months to Invest 90% of Amount Raised
|
9.87
|
4.07
|
1.60
|
4.03
|
|
Amount Offered (and Raised)
|
45,442,490
|
7,236,947
|
4,539,748
|
9,612,208
|
|
Less Organizational and Offering Expenses
|
-
|
-
|
-
|
-
|
|
Less Reserves
|
-
|
-
|
-
|
-
|
|
Amount Available for Investment
|
45,442,490
|
7,236,947
|
4,539,748
|
9,612,208
|
|
Purchase Price of Real Estate
|
193,114,636
|
17,250,000
|
10,700,000
|
26,100,000
|
|
Cost of Renovations and Improvements
|
18,288,059
|
2,200,000
|
1,465,000
|
2,258,000
|
|
Percent Leverage
|
72.87%
|
68.73%
|
65.68%
|
70.30%
|
|
Table II. Compensation to Sponsor During Last Three Years
|
|||||
|
Page 1
|
|||||
|
Project One
|
Project Two
|
Project Three
|
Project Four
|
||
|
Date Offering Closed
|
11/22/2016
|
10/29/2015
|
8/27/2015
|
1/14/2015
|
|
|
Amount Raised
|
7,034,404
|
3,780,000
|
9,839,559
|
1,540,312
|
|
|
Fees from Offering Proceeds
|
|
|
|
|
|
|
Acquisition Fees
|
193,125
|
166,875
|
478,617
|
100,000
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Fees from Operations
|
|
|
|
|
|
|
Property Management Fees
|
-
|
34,176
|
104,539
|
49,266
|
|
|
Partnership Management Fees
|
-
|
-
|
-
|
-
|
|
|
Distributions of "Promoted Interest"
|
-
|
-
|
-
|
-
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Fees from Sales and Refinancings
|
|
|
|
|
|
|
Commissions
|
-
|
-
|
-
|
-
|
|
|
Disposition Fees
|
-
|
-
|
-
|
-
|
|
|
Distributions of "Promoted Interest"
|
-
|
-
|
-
|
-
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Table II. Compensation to Sponsor During Last Three Years
|
|||||
|
Page 2
|
|||||
|
Project Five
|
Project Six
|
Project Seven
|
Project Eight
|
||
|
Date Offering Closed
|
12/31/2014
|
11/25/2014
|
10/29/2014
|
10/14/2014
|
|
|
Amount Raised
|
1,705,037
|
2,650,000
|
9,280,000
|
5,560,000
|
|
|
Fees from Offering Proceeds
|
|
|
|
|
|
|
Acquisition Fees
|
87,500
|
147,500
|
148,000
|
184,447
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Fees from Operations
|
|
|
|
|
|
|
Property Management Fees
|
68,777
|
66,741
|
61,317
|
76,941
|
|
|
Partnership Management Fees
|
-
|
-
|
-
|
-
|
|
|
Distributions of "Promoted Interest"
|
-
|
-
|
-
|
-
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Fees from Sales and Refinancings
|
|
|
|
|
|
|
Commissions
|
-
|
-
|
-
|
-
|
|
|
Disposition Fees
|
-
|
-
|
-
|
-
|
|
|
Distributions of "Promoted Interest"
|
-
|
-
|
-
|
-
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Table II. Compensation to Sponsor During Last Three Years
|
|||||
|
Page 3
|
|||||
|
Project Nine
|
Project Ten
|
Project Eleven
|
Project Twelve
|
||
|
Date Offering Closed
|
9/19/2014
|
12/23/2013
|
8/30/2013
|
6/21/2013
|
|
|
Amount Raised
|
45,442,490
|
7,236,947
|
4,539,748
|
9,612,208
|
|
|
Fees from Offering Proceeds
|
|
|
|
|
|
|
Acquisition Fees
|
1,206,966
|
360,000
|
366,400
|
513,000
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Fees from Operations
|
|
|
|
|
|
|
Property Management Fees
|
373,765
|
130,347
|
29,993
|
101,942
|
|
|
Partnership Management Fees
|
-
|
-
|
-
|
-
|
|
|
Distributions of "Promoted Interest"
|
-
|
-
|
-
|
-
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Fees from Sales and Refinancings
|
|
|
|
|
|
|
Commissions
|
-
|
-
|
-
|
-
|
|
|
Disposition Fees
|
-
|
-
|
-
|
-
|
|
|
Distributions of "Promoted Interest"
|
-
|
-
|
-
|
-
|
|
|
Other
|
-
|
-
|
-
|
-
|
|
|
Table II. Compensation to Sponsor During Last Three Years
|
|||||
|
Page 4
|
|||||
|
Other Projects*
|
|||||
|
Date Offering Closed
|
2012 - 2013
|
||||
|
Amount Raised
|
48,241,997
|
||||
|
Fees from Offering Proceeds
|
|
||||
|
Acquisition Fees
|
1,534,343
|
||||
|
Other
|
-
|
||||
|
Fees from Operations
|
|
||||
|
Property Management Fees
|
852,770
|
||||
|
Partnership Management Fees
|
-
|
||||
|
Distributions of "Promoted Interest"
|
-
|
||||
|
Other
|
-
|
||||
|
Fees from Sales and Refinancings
|
|
||||
|
Commissions
|
-
|
||||
|
Disposition Fees
|
-
|
||||
|
Distributions of "Promoted Interest"
|
1,620,365
|
||||
|
Other
|
-
|
||||
|
*Reflects 7 Projects Closed More Than Three Years Ago, But Less Than Five
|
|||||
|
Table III. Operating Results
|
||||||||||
|
Key Vista
|
||||||||||
|
Project 1
|
||||||||||
|
Year Ended
|
||||||||||
|
Dec 31 2016
|
||||||||||
|
Summary Operating Results
|
||||||||||
|
|
Gross revenues
|
$ 206,547.72
|
||||||||
|
Operating expenses
|
$ (175,660.06)
|
|||||||||
|
|
Opearing income (loss)
|
$ 30,887.66
|
||||||||
|
Interest expense
|
$ (64,892.25)
|
|||||||||
|
|
Net income (loss) - GAAP basis
|
$ (38,280.53)
|
||||||||
|
Summary Statement of Cash Flows
|
||||||||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 317,873.28
|
||||||||
|
Net cash flows provided by (used in) investing activities
|
$ (8,650.00)
|
|||||||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
||||||||
|
Amount and Source Distributions
|
||||||||||
|
|
Total distributions paid to common stockholders
|
$ -
|
||||||||
|
Distribution data per $1,000 invested
|
||||||||||
|
|
Total distributions paid to common stockholders
|
-
|
||||||||
|
From operations and sales of properties
|
-
|
|||||||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
|||||||
|
Summary Balance Sheet
|
||||||||||
|
|
Total assets (before depreciation)
|
$ 15,175,679.85
|
||||||||
|
Total assets (after depreciation)
|
$ 15,124,582.85
|
|||||||||
|
|
Total liabilities
|
$ 8,179,556.44
|
||||||||
|
Estimated per share value
|
N/A
|
|||||||||
|
Pecos
|
||||||||||
|
Project 2
|
||||||||||
|
|
Period from Oct 29, 2015
|
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31 2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,584,499.15
|
$ 276,470.76
|
|
|
|
|
|||
|
Operating expenses
|
$ (683,365.97)
|
$ (111,140.58)
|
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 901,133.18
|
$ 165,330.18
|
|
|
|
|
|||
|
Interest expense
|
$ (226,266.72)
|
$ (37,513.07)
|
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ 67,250.22
|
$ 35,332.94
|
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 1,366,888.59
|
$ 203,419.83
|
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ (18,914.45)
|
$ (1,975.42)
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 145,000.00
|
$ -
|
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
145.00
|
-
|
|
|
|
|
|||
|
From operations and sales of properties
|
145.00
|
-
|
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 13,531,998.06
|
$ 12,109,773.78
|
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 12,800,262.06
|
$ 12,024,322.78
|
|
|
|
|
||||
|
|
Total liabilities
|
$ 8,225,450.90
|
$ 8,208,989.84
|
|
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
|
|
|
|
||||
|
Glen Rock
|
||||||||||
|
Project 3
|
||||||||||
|
Period from Aug 27, 2015
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31 2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 3,984,832.49
|
$ 1,366,506.59
|
|
|
|
|
|||
|
Operating expenses
|
$ (1,765,222.94)
|
$ (598,694.00)
|
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 2,219,609.55
|
$ 767,812.59
|
|
|
|
|
|||
|
Interest expense
|
$ (1,377,345.92)
|
$ (496,554.31)
|
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ (1,717,059.23)
|
$ (87,193.61)
|
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ (859,258.09)
|
$ 462,399.44
|
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ (239,546.61)
|
$ (9,578.28)
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ 1,525,000.00
|
$ -
|
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 400,000.00
|
$ 100,000.00
|
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
400.00
|
100.00
|
|
|
|
|
|||
|
From operations and sales of properties
|
400.00
|
100.00
|
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 36,439,089.65
|
$ 38,240,133.78
|
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 36,467,245.93
|
$ 37,884,077.14
|
|
|
|
|
||||
|
|
Total liabilities
|
$ 28,806,939.77
|
$ 29,631,711.75
|
|
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
|
|
|
|
||||
|
Pacific
|
||||||||||
|
Project 4
|
||||||||||
|
Period from Jan 14, 2015
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31 2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,845,990.29
|
$ 1,607,984.89
|
|
|
|
|
|||
|
Operating expenses
|
$ (1,383,835.04)
|
$ (1,223,863.72)
|
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 462,155.25
|
$ 384,121.17
|
|
|
|
|
|||
|
Interest expense
|
$ (212,187.23)
|
$ (169,158.52)
|
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ (331,593.18)
|
$ (228,467.82)
|
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 586,199.85
|
$ 745,445.04
|
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ (242,906.49)
|
$ (546,240.12)
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 147,900.00
|
$ 130,400.00
|
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
147.90
|
130.40
|
|
|
|
|
|||
|
From operations and sales of properties
|
147.90
|
130.40
|
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 5,892,370.40
|
$ 5,947,359.98
|
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 5,102,500.24
|
$ 5,588,389.86
|
|
|
|
|
||||
|
|
Total liabilities
|
$ 4,205,027.87
|
$ 4,211,424.31
|
|
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
|
|
|
|
||||
|
Villas
|
||||||||||
|
Project 5
|
||||||||||
|
Period from Dec 31, 2014
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31 2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,864,191.05
|
$ 1,601,525.57
|
$ 206,245.65
|
|
|
|
|||
|
Operating expenses
|
$ (900,573.48)
|
$ (929,915.73)
|
$ (5,611.32)
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 963,617.57
|
$ 671,609.84
|
$ 200,634.33
|
|
|
|
|||
|
Interest expense
|
$ (228,581.68)
|
$ (231,551.29)
|
$ (15,335.71)
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ 777,476.90
|
$ 11,809.83
|
$ 107,155.62
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 119,586.48
|
$ 419,010.50
|
$ (85,878.68)
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ 614,349.59
|
$ (24,683.98)
|
$ (1,820,079.65)
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ (218,054.00)
|
$ -
|
$ 2,084,870.75
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 300,000.00
|
$ 259,000.00
|
$ -
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
300.00
|
259.00
|
-
|
|
|
|
|||
|
From operations and sales of properties
|
300.00
|
259.00
|
-
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 7,366,309.45
|
$ 7,616,065.26
|
$ 7,274,601.82
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 7,364,632.69
|
$ 7,207,579.59
|
$ 7,266,458.82
|
|
|
|
||||
|
|
Total liabilities
|
$ 5,100,373.59
|
$ 5,202,743.39
|
$ 5,074,432.45
|
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
|
|
|
||||
|
Racquet
|
||||||||||
|
Project 6
|
||||||||||
|
Period from Nov 25, 2014
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31 2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 2,265,687.92
|
$ 1,987,941.23
|
$ 200,136.41
|
|
|
|
|||
|
Operating expenses
|
$ (928,203.20)
|
$ (904,189.94)
|
$ (47,974.24)
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 1,337,484.72
|
$ 1,083,751.29
|
$ 152,162.17
|
|
|
|
|||
|
Interest expense
|
$ (644,697.04)
|
$ (644,018.21)
|
$ (74,106.21)
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ 92,026.44
|
$ (36,507.90)
|
$ 19,682.48
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 411,979.41
|
$ 379,237.20
|
$ 320,649.57
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ (32,674.37)
|
$ (2,194.94)
|
$ (12,610.30)
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 275,000.00
|
$ 285,000.00
|
$ -
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
275.00
|
285.00
|
-
|
|
|
|
|||
|
From operations and sales of properties
|
275.00
|
285.00
|
-
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 15,495,039.96
|
$ 15,208,948.75
|
$ 15,060,178.77
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 14,494,082.21
|
$ 14,689,317.20
|
$ 15,004,902.42
|
|
|
|
||||
|
|
Total liabilities
|
$ 12,387,101.47
|
$ 12,399,362.90
|
$ 12,335,219.94
|
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
|
|
|
||||
|
Anaheim
|
||||||||||
|
Project 7
|
||||||||||
|
Period from Oct 29, 2014
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31 2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 2,816,686.94
|
$ 2,876,746.33
|
$ 510,671.30
|
|
|
|
|||
|
Operating expenses
|
$ (1,088,304.05)
|
$ (1,361,413.00)
|
$ (161,177.04)
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 1,728,382.89
|
$ 1,515,333.33
|
$ 349,494.26
|
|
|
|
|||
|
Interest expense
|
$ (709,727.18)
|
$ (753,656.92)
|
$ (156,325.30)
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ 7,873,260.09
|
$ (661,456.68)
|
$ 10,406.39
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 195,685.85
|
$ 401,960.30
|
$ 779,811.83
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ (44,400.31)
|
$ 19,519.47
|
$ (289,956.70)
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ 164,000.00
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 8,195,944.50
|
$ 650,000.00
|
$ 220,000.00
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
8,195.94
|
650.00
|
220.00
|
|
|
|
|||
|
From operations and sales of properties
|
8,195.94
|
650.00
|
220.00
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 17,274,860.32
|
$ 32,393,000.05
|
$ 31,457,965.76
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 16,266,338.37
|
$ 31,303,134.48
|
$ 31,310,628.40
|
|
|
|
||||
|
|
Total liabilities
|
$ 9,171,889.14
|
$ 23,886,000.84
|
$ 22,630,500.01
|
|
|
|
|||
|
Estimated per share value
|
|
N/A
|
N/A
|
|
|
|
||||
|
Siena
|
||||||||||
|
Project 8
|
||||||||||
|
Period from Oct 14, 2014
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31,2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,827,526.71
|
$ 1,752,671.59
|
$ 362,035.88
|
|
|
|
|||
|
Operating expenses
|
$ (850,957.32)
|
$ (886,999.94)
|
$ (163,486.67)
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 976,569.39
|
$ 865,671.65
|
$ 198,549.21
|
|
|
|
|||
|
Interest expense
|
$ (235,994.44)
|
$ (209,235.29)
|
$ (26,887.81)
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ 106,078.83
|
$ (6,508.31)
|
$ 57,501.69
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 442,630.21
|
$ 243,582.06
|
$ 274,206.73
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ (27,988.45)
|
$ (19,742.59)
|
$ (18,267.77)
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 460,000.00
|
$ 515,000.00
|
$ 140,000.00
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
460.00
|
515.00
|
140.00
|
|
|
|
|||
|
From operations and sales of properties
|
460.00
|
515.00
|
140.00
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 15,740,860.10
|
$ 14,908,209.75
|
$ 14,902,839.02
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 13,161,030.18
|
$ 14,232,033.7
|
$ 14,793,227.58
|
|
|
|
||||
|
|
Total liabilities
|
$ 9,210,411.93
|
$ 9,175,292.92
|
$ 9,175,725.89
|
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
|
|
|
||||
|
BIG 22
|
||||||||||
|
Project 9
|
||||||||||
|
|
Period from Sep 19, 2014
|
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31,2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 32,496,003.32
|
$ 30,595,854.20
|
$ 12,185,020.56
|
|
|
|
|||
|
Operating expenses
|
$ (17,792,562.22)
|
$ (18,236,939.32)
|
$ (7,486,166.62)
|
|
|
|
||||
|
|
Opearing income (loss)
|
$ 14,703,441.10
|
$ 12,358,914.88
|
$ 4,698,853.94
|
|
|
|
|||
|
Interest expense
|
$ (11,114,320.79)
|
$ (10,345,656.61)
|
$ (4,721,397.96)
|
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ (7,549,342.50)
|
$ (7,240,498.21)
|
$ (3,459,127.10)
|
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 1,679,768.59
|
$ 701,922.90
|
$ 13,721,761.49
|
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ 69,419.58
|
$ 1,423,295.88
|
$ (1,456,428.02)
|
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
|
$ -
|
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 2,500,000.00
|
$ 1,200,000.00
|
$ 402,000.00
|
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
2,500.00
|
1,200.00
|
402.00
|
|
|
|
|||
|
From operations and sales of properties
|
2,500.00
|
1,200.00
|
402.00
|
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 236,616,367.16
|
$ 232,955,143.66
|
$ 234,424,016.20
|
|
|
|
|||
|
Total assets (after depreciation)
|
$ 218,962,626.31
|
$ 222,747,818.33
|
$ 231,460,088.20
|
|
|
|
||||
|
|
Total liabilities
|
$ 196,841,990.10
|
$ 190,577,839.62
|
$ 189,909,309.55
|
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
|
|
|
||||
|
BedNOLA
|
||||||||||
|
Project 10
|
||||||||||
|
|
Period from Dec 23, 2013
|
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31,2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 3,291,182.05
|
$ 3,742,795.45
|
$ 3,446,045.97
|
$ 83,531.56
|
|
|
|||
|
Operating expenses
|
$ (1,715,544.73)
|
$ (2,005,092.26)
|
$ (1,909,215.90)
|
$ (88,014.63)
|
|
|
||||
|
|
Opearing income (loss)
|
$ 1,575,637.32
|
$ 1,737,703.19
|
$ 1,536,830.07
|
$ (4,483.07)
|
|
|
|||
|
Interest expense
|
$ (589,477.48)
|
$ (694,560.35)
|
$ (700,760.03)
|
$ (23,113.54)
|
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ 2,238,547.40
|
$ 56,214.56
|
$ 79,177.41
|
$ (49,852.61)
|
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 289,597.71
|
$ 348,446.23
|
$ 888,207.08
|
$ (66,309.88)
|
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ 2,601.13
|
$ 8,074.52
|
$ (139,324.26)
|
$ (6,096,925.61)
|
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ (3,687.04)
|
$ -
|
$ -
|
$ 7,236,947.00
|
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 5,762,787.22
|
$ 770,000.00
|
$ 754,000.00
|
$ -
|
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
5,762.79
|
770.00
|
754.00
|
-
|
|
|
|||
|
From operations and sales of properties
|
5,762.79
|
770.00
|
754.00
|
-
|
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 13,437,761.69
|
$ 18,456,448.68
|
$ 20,980,290.00
|
$ 20,757,785.20
|
|
|
|||
|
Total assets (after depreciation)
|
$ 12,267,412.81
|
$ 19,702,065.10
|
$ 20,407,157.00
|
$ 20,735,529.20
|
|
|
||||
|
|
Total liabilities
|
$ 9,811,166.27
|
$ 13,721,578.74
|
$ 13,699,885.20
|
$ 13,548,434.81
|
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
||||
|
Deerfield
|
||||||||||
|
Project 11
|
||||||||||
|
Period from Aug 30, 2013
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 864,992.77
|
$ 1,871,830.08
|
$ 590,496.54
|
|
|
||||
|
Operating expenses
|
$ (389,836.13)
|
$ (1,047,668.17)
|
$ (326,082.17)
|
|
|
|||||
|
|
Opearing income (loss)
|
$ 475,156.64
|
$ 824,161.91
|
$ 264,414.37
|
|
|
||||
|
Interest expense
|
$ (335,060.40)
|
$ (368,234.33)
|
$ (126,482.20)
|
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 77,059.81
|
$ 62,511.05
|
$ (29,680.47)
|
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 76,732.71
|
$ 1,039,222.60
|
$ 1,586,101.33
|
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ (17,995.34)
|
$ (65,038.73)
|
$ (94,056.73)
|
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 475,000.00
|
$ 317,000.00
|
$ -
|
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
475.00
|
317.00
|
-
|
|
|
||||
|
From operations and sales of properties
|
475.00
|
317.00
|
-
|
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 12,601,315.14
|
$ 13,058,957.17
|
$ 13,084,504.44
|
|
|
||||
|
Total assets (after depreciation)
|
$ 12,114,824.07
|
$ 12,577,917.25
|
$ 12,957,245.52
|
|
|
|||||
|
|
Total liabilities
|
$ 8,299,859.49
|
$ 7,954,250.97
|
$ 8,079,090.29
|
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
|
|
|||||
|
Harvest Glen
|
||||||||||
|
Project 12
|
||||||||||
|
Period from Jun 21, 2013
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,251,636.16
|
$ 3,540,559.11
|
$ 1,500,446.05
|
|
|
||||
|
Operating expenses
|
$ (562,535.60)
|
$ (1,563,478.22)
|
$ (789,355.34)
|
|
|
|||||
|
|
Opearing income (loss)
|
$ 689,100.56
|
$ 1,977,080.89
|
$ 711,090.71
|
|
|
||||
|
Interest expense
|
$ (364,114.23)
|
$ (1,118,862.67)
|
$ (601,432.31)
|
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 213,149.58
|
$ (225,942.30)
|
$ (694,978.02)
|
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 128,829.85
|
$ 650,577.97
|
$ 1,250,643.60
|
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (142,855.58)
|
$ (31,514.52)
|
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 290,000.00
|
$ 414,498.59
|
$ -
|
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
290.00
|
414.50
|
-
|
|
|
||||
|
From operations and sales of properties
|
290.00
|
414.50
|
-
|
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 29,458,944.45
|
$ 29,598,687.11
|
$ 29,670,281.66
|
|
|
||||
|
Total assets (after depreciation)
|
$ 27,970,847.88
|
$ 28,142,740.79
|
$ 29,170,962.34
|
|
|
|||||
|
|
Total liabilities
|
$ 19,770,147.86
|
$ 19,865,491.34
|
$ 20,253,731.90
|
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
|
|
|||||
|
PDP
|
||||||||||
|
Project 13
|
||||||||||
|
Period from May 17, 2013
|
||||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|||||||||
|
|
Gross revenues
|
$ 834,083.45
|
$ 2,334,414.23
|
$ 1,368,231.76
|
|
|
||||
|
Operating expenses
|
$ (313,145.85)
|
$ (1,102,625.44)
|
$ (625,803.93)
|
|
|
|||||
|
|
Opearing income (loss)
|
$ 520,937.60
|
$ 1,231,788.79
|
$ 742,427.83
|
|
|
||||
|
Interest expense
|
$ (157,417.34)
|
$ (483,151.66)
|
$ (303,733.51)
|
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 345,191.96
|
$ 164,761.25
|
$ 86,291.92
|
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 398,776.56
|
$ (1,549,497.29)
|
$ 551,205.16
|
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ (48,606.92)
|
$ 1,748,809.82
|
$ (57,620.01)
|
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ (100,000.00)
|
$ -
|
$ -
|
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 200,000.00
|
$ 428,915.99
|
$ 163,000.00
|
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
200.00
|
428.92
|
163.00
|
|
|
||||
|
From operations and sales of properties
|
200.00
|
428.92
|
163.00
|
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 15,608,290.11
|
$ 15,586,086.56
|
$ 15,356,984.10
|
|
|
||||
|
Total assets (after depreciation)
|
$ 14,815,129.11
|
$ 14,762,767.16
|
$ 15,060,223.10
|
|
|
|||||
|
|
Total liabilities
|
$ 10,807,283.98
|
$ 10,900,113.99
|
$ 10,822,331.18
|
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
|
|
|||||
|
DFW 5
|
||||||||||
|
Project 14
|
||||||||||
|
|
Period from Oct 31, 2012
|
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
|||||
|
Dec 31 2016
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
|||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 4,715,148.06
|
$ 8,960,854.37
|
$ 9,714,692.04
|
$ 7,487,444.99
|
$ 1,150,023.15
|
|
|||
|
Operating expenses
|
$ (2,521,301.18)
|
$ (4,595,521.48)
|
$ (5,822,652.00)
|
$ (4,949,629.72)
|
$ (705,368.24)
|
|
||||
|
|
Opearing income (loss)
|
$ 2,193,846.88
|
$ 4,365,332.89
|
$ 3,892,040.04
|
$ 2,537,815.27
|
$ 444,654.91
|
|
|||
|
Interest expense
|
$ (1,010,590.88)
|
$ (2,589,488.87)
|
$ (2,124,495.96)
|
$ (1,855,275.21)
|
$ (298,200.00)
|
|
||||
|
|
Net income (loss) - GAAP basis
|
$ 19,775,252.16
|
$ (740,654.05)
|
$ 4,290,742.16
|
$ (156,813.04)
|
$ 93,678.20
|
|
|||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|
||||
|
|
Net cash flows provided by (used in) operating activities
|
$ (13,256,615.68)
|
$ 653,978.14
|
$ 3,384,029.14
|
$ 5,438,362.81
|
$ 13,665,376.32
|
|
|||
|
Net cash flows provided by (used in) investing activities
|
$ 13,924,795.81
|
$ (89,031.06)
|
$ 7,626,675.52
|
$ 746,681.89
|
$ (798,625.23)
|
|
||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ (9,466,577.80)
|
$ -
|
$ -
|
|
|||
|
Amount and Source Distributions
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
$ 17,002,620.31
|
$ 1,686,547.00
|
$ 20,669,997.99
|
$ 356,000.00
|
$ 125,000.00
|
|
|||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|
||||
|
|
Total distributions paid to common stockholders
|
17,002.62
|
1,686.55
|
20,670.00
|
356.00
|
125.00
|
|
|||
|
From operations and sales of properties
|
17,002.62
|
1,686.55
|
917.18
|
356.00
|
125.00
|
|
||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
19,752.82
|
-
|
-
|
|
||
|
Summary Balance Sheet
|
|
|
|
|
|
|
||||
|
|
Total assets (before depreciation)
|
$ 670,257.27
|
$ 53,328,062.78
|
$ 49,681,337.53
|
$ 65,506,286.23
|
$ 59,149,965.44
|
|
|||
|
Total assets (after depreciation)
|
$ 670,257.27
|
$ 46,871,333.63
|
$ 45,085,070.29
|
$ 64,999,500.25
|
$ 59,115,909.90
|
|
||||
|
|
Total liabilities
|
$ 8,463.32
|
$ 48,982,171.53
|
$ 48,461,462.43
|
$ 46,081,016.66
|
$ 41,246,159.70
|
|
|||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|
||||
|
Kingston
|
||||||||||
|
Project 15
|
||||||||||
|
Period from Sep 11, 2012
|
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 400,443.52
|
$ 1,210,293.33
|
$ 1,162,880.33
|
$ 334,048.12
|
|
||||
|
Operating expenses
|
$ (256,536.14)
|
$ (729,235.24)
|
$ (705,803.52)
|
$ (197,099.77)
|
|
|||||
|
|
Opearing income (loss)
|
$ 143,907.38
|
$ 481,058.09
|
$ 457,076.81
|
$ 136,948.35
|
|
||||
|
Interest expense
|
$ (85,782.37)
|
$ (328,600.36)
|
$ (364,619.80)
|
$ (111,883.34)
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 45,903.63
|
$ (79,885.74)
|
$ (141,859.17)
|
$ (48,738.36)
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 194,348.06
|
$ 178,415.20
|
$ 295,177.37
|
$ 918,948.08
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ (23,850.77)
|
$ 43,381.74
|
$ (3,490.23)
|
$ (28,648.38)
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 20,000.00
|
$ 1,510,000.00
|
$ 132,000.00
|
$ -
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
20.00
|
1,510.00
|
132.00
|
-
|
|
||||
|
From operations and sales of properties
|
20.00
|
120.00
|
132.00
|
-
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
1,390.00
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 6,023,260.97
|
$ 5,973,438.22
|
$ 5,562,310.61
|
$ 5,691,379.55
|
|
||||
|
Total assets (after depreciation)
|
$ 5,638,283.73
|
$ 5,594,675.10
|
$ 5,360,787.61
|
$ 5,637,555.03
|
|
|||||
|
|
Total liabilities
|
$ 5,341,863.37
|
$ 5,324,158.37
|
$ 3,500,385.14
|
$ 3,503,293.39
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
Sedona
|
||||||||||
|
Project 16
|
||||||||||
|
|
Period from Aug 6, 2012
|
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,337,296.71
|
$ 1,649,279.93
|
$ 1,388,731.83
|
$ 568,104.84
|
|
||||
|
Operating expenses
|
$ (669,426.66)
|
$ (879,139.26)
|
$ (965,797.91)
|
$ (335,079.53)
|
|
|||||
|
|
Opearing income (loss)
|
$ 667,870.05
|
$ 770,140.67
|
$ 422,933.92
|
$ 233,025.31
|
|
||||
|
Interest expense
|
$ 1,183,936.90
|
$ (290,104.03)
|
$ (290,104.03)
|
$ (117,631.22)
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 2,967,751.78
|
$ 127,588.69
|
$ (202,582.24)
|
$ 14,102.67
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 642,174.84
|
$ 313,229.70
|
$ 161,594.22
|
$ 192,651.89
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (142,267.56)
|
$ (102,423.16)
|
$ (498.53)
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 178,000.00
|
$ 110,000.00
|
$ 135,000.01
|
$ 35,000.00
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
178.00
|
110.00
|
135.00
|
35.00
|
|
||||
|
From operations and sales of properties
|
178.00
|
110.00
|
135.00
|
35.00
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ -
|
$ 10,424,733.01
|
$ 9,654,269.72
|
$ 10,115,492.85
|
|
||||
|
Total assets (after depreciation)
|
$ -
|
$ 9,749,651.23
|
$ 10,032,869.66
|
$ 10,022,266.75
|
|
|||||
|
|
Total liabilities
|
$ 5,260.20
|
$ 7,403,542.12
|
$ 7,704,349.24
|
$ 7,356,164.08
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
Lake Sahara
|
||||||||||
|
Project 17
|
||||||||||
|
|
Period from
Jul 16, 2012 |
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,342,515.52
|
$ 1,961,983.63
|
$ 1,714,098.72
|
$ 656,003.78
|
|
||||
|
Operating expenses
|
$ (767,952.63)
|
$ (1,161,662.09)
|
$ (1,047,103.07)
|
$ (398,691.61)
|
|
|||||
|
|
Opearing income (loss)
|
$ 574,562.89
|
$ 800,321.54
|
$ 666,995.65
|
$ 257,312.17
|
|
||||
|
Interest expense
|
$ (334,272.50)
|
$ (499,996.68)
|
$ (502,672.50)
|
$ (245,035.39)
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 3,448,835.31
|
$ (119,395.67)
|
$ (253,654.80)
|
$ (125,464.56)
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ (372,021.08)
|
$ 114,705.17
|
$ 845,381.86
|
$ 699,441.37
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (3,216.20)
|
$ (786,868.97)
|
$ (568,068.48)
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ 372,021.08
|
$ -
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 160,000.00
|
$ -
|
$ -
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
160.00
|
-
|
-
|
|
||||
|
From operations and sales of properties
|
-
|
160.00
|
-
|
-
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ -
|
$ 11,783,520.31
|
$ 11,758,653.18
|
$ 11,667,927.81
|
|
||||
|
Total assets (after depreciation)
|
$ -
|
$ 10,995,347.61
|
$ 11,313,904.16
|
$ 11,541,210.47
|
|
|||||
|
|
Total liabilities
|
$ -
|
$ 7,840,861.92
|
$ 7,910,022.82
|
$ 7,883,674.33
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
HHH
|
||||||||||
|
Project 18
|
||||||||||
|
Period from
Jun 28, 2012 |
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 2,226,423.46
|
$ 6,272,857.72
|
$ 5,842,009.73
|
$ 2,728,579.16
|
|
||||
|
Operating expenses
|
$ (1,677,298.71)
|
$ (3,259,935.95)
|
$ (3,239,135.45)
|
$ (1,705,040.90)
|
|
|||||
|
|
Opearing income (loss)
|
$ 549,124.75
|
$ 3,012,921.77
|
$ 2,602,874.28
|
$ 1,023,538.26
|
|
||||
|
Interest expense
|
$ (490,225.57)
|
$ (1,494,207.81)
|
$ (1,494,207.81)
|
$ (765,525.64)
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ (206,055.72)
|
$ (242,655.48)
|
$ (692,396.53)
|
$ (596,692.73)
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 5,901.18
|
$ 1,119,504.05
|
$ 292,185.97
|
$ 1,435,651.49
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (328,525.45)
|
$ (14,530.38)
|
$ (371,139.95)
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 745,000.00
|
$ 700,000.00
|
$ 879,500.01
|
$ 243,615.00
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
745.00
|
700.00
|
879.50
|
243.62
|
|
||||
|
From operations and sales of properties
|
745.00
|
700.00
|
879.50
|
243.62
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 46,688,302.81
|
$ 47,964,661.11
|
$ 47,518,429.63
|
$ 47,767,977.61
|
|
||||
|
Total assets (after depreciation)
|
$ 42,590,069.95
|
$ 43,920,817.31
|
$ 45,047,355.35
|
$ 46,951,340.85
|
|
|||||
|
|
Total liabilities
|
$ 35,909,726.79
|
$ 36,033,462.38
|
$ 36,217,344.94
|
$ 36,549,433.90
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
VDP
|
||||||||||
|
Project 19
|
||||||||||
|
|
Period from
Jun 14, 2012 |
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,570,222.60
|
$ 2,309,724.75
|
$ 1,879,132.23
|
$ 946,522.13
|
|
||||
|
Operating expenses
|
$ (977,950.80)
|
$ (1,386,016.28)
|
$ (1,319,317.62)
|
$ (647,618.87)
|
|
|||||
|
|
Opearing income (loss)
|
$ 592,271.80
|
$ 923,708.47
|
$ 559,814.61
|
$ 298,903.26
|
|
||||
|
Interest expense
|
$ (308,865.21)
|
$ (469,321.11)
|
$ (271,433.00)
|
$ (270,883.56)
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 5,266,367.33
|
$ 290,059.72
|
$ (365,983.98)
|
$ (176,783.96)
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ (1,070,661.08)
|
$ 114,361.09
|
$ 945,132.16
|
$ 1,341,515.62
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ 1,070,661.08
|
$ (31,472.29)
|
$ (817,502.51)
|
$ (821,562.75)
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 45,000.00
|
$ -
|
$ -
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
45.00
|
-
|
-
|
|
||||
|
From operations and sales of properties
|
-
|
45.00
|
-
|
-
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ -
|
$ 12,432,553.04
|
$ 12,258,652.73
|
$ 12,931,570.55
|
|
||||
|
Total assets (after depreciation)
|
$ -
|
$ 12,021,850.04
|
$ 11,847,949.73
|
$ 12,792,300.55
|
|
|||||
|
|
Total liabilities
|
$ -
|
$ 8,141,624.31
|
$ 8,232,783.71
|
$ 8,811,109.15
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
Saddlewood
|
||||||||||
|
Project 20
|
||||||||||
|
Period from
Mar 28, 2012 |
|
|||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 792,834.44
|
$ 2,546,582.53
|
$ 2,421,622.26
|
$ 1,630,194.52
|
|
||||
|
Operating expenses
|
$ (451,344.82)
|
$ (1,351,800.54)
|
$ (1,318,947.34)
|
$ (949,055.59)
|
|
|||||
|
|
Opearing income (loss)
|
$ 341,489.62
|
$ 1,194,781.99
|
$ 1,102,674.92
|
$ 681,138.93
|
|
||||
|
Interest expense
|
$ (171,605.36)
|
$ (525,124.42)
|
$ (379,595.81)
|
$ (289,539.98)
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 86,367.62
|
$ 291,605.04
|
$ 395,133.15
|
$ 148,836.97
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ (37,673.19)
|
$ 322,329.26
|
$ 562,184.27
|
$ 316,847.57
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (93,186.25)
|
$ 2,401,401.98
|
$ 5,675.62
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 180,000.00
|
$ 3,147,882.95
|
$ 745,000.00
|
$ 178,000.00
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
180.00
|
3,147.88
|
745.00
|
178.00
|
|
||||
|
From operations and sales of properties
|
180.00
|
735.00
|
745.00
|
178.00
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
2,412.88
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 10,698,033.10
|
$ 11,028,876.96
|
$ 13,939,063.64
|
$ 11,328,789.36
|
|
||||
|
Total assets (after depreciation)
|
$ 9,934,195.10
|
$ 10,265,038.96
|
$ 13,430,218.68
|
$ 11,120,930.36
|
|
|||||
|
|
Total liabilities
|
$ 10,644,154.57
|
$ 10,881,366.05
|
$ 10,956,748.56
|
$ 8,297,593.39
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
Park Vista
|
||||||||||
|
Project 21
|
||||||||||
|
|
Period from
Mar 23, 2012 |
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 884,528.06
|
$ 1,056,044.07
|
$ 966,127.56
|
$ 645,997.04
|
|
||||
|
Operating expenses
|
$ (480,738.51)
|
$ (641,899.66)
|
$ (609,500.97)
|
$ (471,094.43)
|
|
|||||
|
|
Opearing income (loss)
|
$ 403,789.55
|
$ 414,144.41
|
$ 356,626.59
|
$ 174,902.61
|
|
||||
|
Interest expense
|
$ (102,861.90)
|
$ (113,694.99)
|
$ (64,833.64)
|
$ -
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 7,130,798.47
|
$ 201,612.46
|
$ 61,429.41
|
$ 29,447.18
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ (51,485.61)
|
$ 51,680.24
|
$ 524,966.54
|
$ 1,130,160.69
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ 51,485.61
|
$ (10,156.67)
|
$ (375,927.94)
|
$ (970,222.57)
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 73,000.00
|
$ 70,000.00
|
$ 45,000.00
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
73.00
|
70.00
|
45.00
|
|
||||
|
From operations and sales of properties
|
-
|
73.00
|
70.00
|
45.00
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 5,820,684.19
|
$ 5,746,703.31
|
$ 5,705,794.09
|
$ 5,233,451.17
|
|
||||
|
Total assets (after depreciation)
|
$ 5,417,894.19
|
$ 5,504,315.31
|
$ 5,463,406.09
|
$ 5,138,381.17
|
|
|||||
|
|
Total liabilities
|
$ 20,018.27
|
$ 3,547,966.46
|
$ 3,615,669.69
|
$ 63,934.00
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
BeachOak
|
||||||||||
|
Project 22
|
||||||||||
|
|
Period from
Mar 26, 2012 |
|
||||||||
|
|
(Date of Inception) to
|
|
||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,224,148.71
|
$ 3,175,522.79
|
$ 2,963,909.96
|
$ 1,850,231.73
|
|
||||
|
Operating expenses
|
$ (624,371.96)
|
$ (1,783,845.28)
|
$ (1,769,318.27)
|
$ (1,369,270.74)
|
|
|||||
|
|
Opearing income (loss)
|
$ 599,776.75
|
$ 1,391,677.51
|
$ 1,194,591.69
|
$ 480,960.99
|
|
||||
|
Interest expense
|
$ (223,507.44)
|
$ (683,213.69)
|
$ (689,348.29)
|
$ (546,106.23)
|
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 261,015.78
|
$ 91,690.75
|
$ (126,262.07)
|
$ (498,451.61)
|
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 499,654.03
|
$ 416,963.41
|
$ 352,684.92
|
$ 546,317.63
|
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (277,315.81)
|
$ (223,559.19)
|
$ (325,782.09)
|
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 55,000.00
|
$ 250,000.02
|
$ 185,000.01
|
$ -
|
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
55.00
|
250.00
|
185.00
|
-
|
|
||||
|
From operations and sales of properties
|
55.00
|
250.00
|
185.00
|
-
|
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 17,129,876.91
|
$ 17,016,583.38
|
$ 16,748,665.89
|
$ 16,854,111.37
|
|
||||
|
Total assets (after depreciation)
|
$ 15,717,371.91
|
$ 15,604,078.38
|
$ 15,837,201.89
|
$ 16,488,765.37
|
|
|||||
|
|
Total liabilities
|
$ 11,793,072.55
|
$ 11,892,101.34
|
$ 11,966,915.58
|
$ 12,307,216.98
|
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|||||
|
Cypress
|
||||||||||
|
Project 23
|
||||||||||
|
|
Period from Dec 15, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,347,882.29
|
$ 3,831,174.44
|
$ 3,393,885.70
|
$ 2,884,633.34
|
$ 188,569.95
|
||||
|
Operating expenses
|
$ (746,013.25)
|
$ (2,077,273.03)
|
$ (2,102,037.97)
|
$ (2,033,714.01)
|
$ (37,885.85)
|
|||||
|
|
Opearing income (loss)
|
$ 601,869.04
|
$ 1,753,901.41
|
$ 1,291,847.73
|
$ 850,919.33
|
$ 150,684.10
|
||||
|
Interest expense
|
$ (166,686.02)
|
$ (404,413.00)
|
$ (518,751.41)
|
$ (520,172.64)
|
$ (24,161.02)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 410,987.06
|
$ 754,924.78
|
$ 291,688.34
|
$ (80,743.19)
|
$ 108,413.30
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 1,448,173.98
|
$ 1,424,413.00
|
$ 1,517,826.30
|
$ 1,817,728.84
|
$ 140,706.16
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ (57,231.13)
|
$ (70,661.12)
|
$ (2,964.63)
|
$ (73,870.43)
|
$ (3,366,357.21)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ (200,000.01)
|
$ -
|
$ -
|
$ -
|
$ 6,275,013.48
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 310,000.00
|
$ 450,000.00
|
$ 92,000.00
|
$ 356,000.00
|
$ -
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
310.00
|
450.00
|
92.00
|
356.00
|
-
|
||||
|
From operations and sales of properties
|
310.00
|
450.00
|
92.00
|
356.00
|
-
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 17,720,056.28
|
$ 17,826,913.88
|
$ 17,568,377.43
|
$ 17,265,343.38
|
$ 16,833,890.73
|
||||
|
Total assets (after depreciation)
|
$ 16,569,839.28
|
$ 16,676,696.88
|
$ 16,822,573.43
|
$ 16,905,985.38
|
$ 16,820,862.73
|
|||||
|
|
Total liabilities
|
$ 10,397,556.37
|
$ 10,605,401.02
|
$ 10,786,202.35
|
$ 10,959,301.79
|
$ 10,437,435.95
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Parkwood
|
||||||||||
|
Project 24
|
||||||||||
|
|
Period from Oct 18, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 526,599.00
|
$ 1,066,972.31
|
$ 1,075,375.59
|
$ 1,070,158.29
|
$ 199,737.25
|
||||
|
Operating expenses
|
$ (332,479.00)
|
$ (671,919.42)
|
$ (612,170.21)
|
$ (632,286.76)
|
$ (97,156.65)
|
|||||
|
|
Opearing income (loss)
|
$ 194,120.00
|
$ 395,052.89
|
$ 463,205.38
|
$ 437,871.53
|
$ 102,580.60
|
||||
|
Interest expense
|
$ (60,957.00)
|
$ (134,847.16)
|
$ (208,419.46)
|
$ (221,125.02)
|
$ (45,312.55)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 2,362,150.00
|
$ 4,634.74
|
$ 20,636.63
|
$ 15,216.34
|
$ 15,846.39
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 73,738.88
|
$ 235,241.85
|
$ 278,928.64
|
$ 518,135.29
|
$ 301,325.05
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (184,768.16)
|
$ (170,294.25)
|
$ (454,006.97)
|
$ (154,701.11)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
$ (15,000.00)
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 55,000.00
|
$ 119,000.00
|
$ 257,000.01
|
$ 75,000.00
|
$ -
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
55.00
|
119.00
|
257.00
|
75.00
|
-
|
||||
|
From operations and sales of properties
|
55.00
|
119.00
|
57.00
|
75.00
|
-
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
200.00
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 4,764,563.81
|
$ 5,750,708.17
|
$ 5,698,323.33
|
$ 5,883,740.01
|
$ 5,919,350.53
|
||||
|
Total assets (after depreciation)
|
$ 4,616,339.35
|
$ 5,222,294.17
|
$ 5,343,751.33
|
$ 5,696,533.01
|
$ 5,888,597.53
|
|||||
|
|
Total liabilities
|
$ -
|
$ 2,816,258.98
|
$ 2,818,230.88
|
$ 2,933,390.17
|
$ 3,050,799.60
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Sun Bay
|
||||||||||
|
Project 25
|
||||||||||
|
|
Period from Oct 7, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 535,965.89
|
$ 1,389,799.46
|
$ 1,370,953.59
|
$ 1,290,397.00
|
$ 280,075.93
|
||||
|
Operating expenses
|
$ (328,278.72)
|
$ (899,701.28)
|
$ (875,462.57)
|
$ (1,004,170.33)
|
$ (174,703.95)
|
|||||
|
|
Opearing income (loss)
|
$ 207,687.17
|
$ 490,098.18
|
$ 495,491.02
|
$ 286,226.67
|
$ 105,371.98
|
||||
|
Interest expense
|
$ (191,419.79)
|
$ (429,292.98)
|
$ (211,205.00)
|
$ (471,287.58)
|
$ (110,739.71)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 2,311,797.80
|
$ (232,029.26)
|
$ (289,441.21)
|
$ (433,779.89)
|
$ (73,207.74)
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ -
|
$ 212,451.44
|
$ 105,801.46
|
$ 142,930.22
|
$ 619,981.08
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (2,801.57)
|
$ (78,092.98)
|
$ -
|
$ (2,475,063.23)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 1,998,012.37
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 758,124.00
|
$ -
|
$ 22,500.00
|
$ -
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
758.12
|
-
|
22.50
|
-
|
||||
|
From operations and sales of properties
|
-
|
-
|
-
|
22.50
|
-
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
758.12
|
-
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ -
|
$ 7,747,118.55
|
$ 7,291,155.26
|
$ 6,848,433.70
|
$ 7,359,740.31
|
||||
|
Total assets (after depreciation)
|
$ -
|
$ 7,120,208.55
|
$ 6,868,798.26
|
$ 7,059,585.70
|
$ 7,319,187.31
|
|||||
|
|
Total liabilities
|
$ -
|
$ 6,174,395.12
|
$ 5,160,227.10
|
$ 5,061,573.33
|
$ 4,862,395.05
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Eastport
|
||||||||||
|
Project 26
|
||||||||||
|
|
Period from Sep 29, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,555,231.66
|
$ 4,352,571.03
|
$ 4,377,701.46
|
$ 4,286,610.88
|
$ 1,035,727.08
|
||||
|
Operating expenses
|
$ (734,435.25)
|
$ (2,198,216.90)
|
$ (2,149,945.62)
|
$ (2,101,651.52)
|
$ (473,852.64)
|
|||||
|
|
Opearing income (loss)
|
$ 820,796.41
|
$ 2,154,354.13
|
$ 2,227,755.84
|
$ 2,184,959.36
|
$ 561,874.44
|
||||
|
Interest expense
|
$ (412,087.59)
|
$ (1,265,068.84)
|
$ (1,269,682.89)
|
$ (1,273,161.48)
|
$ (326,986.83)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 240,981.60
|
$ (429,095.97)
|
$ (306,431.56)
|
$ (330,477.30)
|
$ (122,646.80)
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ (15,828.54)
|
$ 340,184.51
|
$ 688,603.11
|
$ 565,696.95
|
$ 1,207,763.18
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (267,749.70)
|
$ (313,789.18)
|
$ (114,233.40)
|
$ (165,521.28)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ 2,200.63
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 170,000.00
|
$ 518,000.00
|
$ 600,000.00
|
$ 732,400.00
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
170.00
|
518.00
|
600.00
|
732.40
|
||||
|
From operations and sales of properties
|
-
|
170.00
|
518.00
|
600.00
|
732.40
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 36,762,783.95
|
$ 36,714,658.89
|
$ 36,652,000.05
|
$ 36,344,614.65
|
$ 36,223,267.40
|
||||
|
Total assets (after depreciation)
|
$ 32,664,910.74
|
$ 32,767,047.89
|
$ 33,920,146.05
|
$ 34,825,080.65
|
$ 35,886,444.40
|
|||||
|
|
Total liabilities
|
$ 26,283,338.34
|
$ 26,420,099.52
|
$ 26,626,101.71
|
$ 26,624,604.75
|
$ 26,364,000.00
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Cove Biloxi
|
||||||||||
|
Project 27
|
||||||||||
|
|
Period from Sep 6, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,243,177.13
|
$ 1,197,824.63
|
$ 1,208,355.43
|
$ 1,114,856.59
|
$ 348,515.32
|
||||
|
Operating expenses
|
$ (663,557.04)
|
$ (665,380.99)
|
$ (649,411.11)
|
$ (655,465.00)
|
$ (206,097.65)
|
|||||
|
|
Opearing income (loss)
|
$ 579,620.09
|
$ 532,443.64
|
$ 558,944.32
|
$ 459,391.59
|
$ 142,417.67
|
||||
|
Interest expense
|
$ (241,451.54)
|
$ 245,252.51
|
$ (313,130.78)
|
$ (407,328.75)
|
$ (126,215.75)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 279,075.33
|
$ 52,417.38
|
$ (30,307.74)
|
$ (179,810.12)
|
$ (22,702.17)
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 263,803.46
|
$ 262,490.55
|
$ 369,451.45
|
$ 698,305.37
|
$ 1,146,807.59
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ (13,507.91)
|
$ (6,112.68)
|
$ 21,779.24
|
$ 7,135.07
|
$ (10,063.91)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 99,000.00
|
$ 1,391,495.18
|
$ 160,000.00
|
$ -
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
99.00
|
1,391.50
|
160.00
|
-
|
||||
|
From operations and sales of properties
|
-
|
99.00
|
147.00
|
160.00
|
-
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
1,244.50
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 6,279,869.96
|
$ 5,934,322.51
|
$ 5,847,958.00
|
$ 5,801,426.32
|
$ 5,967,189.71
|
||||
|
Total assets (after depreciation)
|
$ 5,603,331.56
|
$ 5,398,139.51
|
$ 5,484,456.00
|
$ 5,602,497.32
|
$ 5,923,684.71
|
|||||
|
|
Total liabilities
|
$ 5,120,154.06
|
$ 5,179,037.34
|
$ 5,218,771.21
|
$ 3,915,009.61
|
$ 3,896,386.88
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Enclave
|
||||||||||
|
Project 28
|
||||||||||
|
|
Period from Jun 23, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
|
|
$ 3,647,743.44
|
$ 3,046,856.70
|
$ 1,202,580.54
|
||||
|
Operating expenses
|
|
$ 1,110,786.78
|
$ (2,077,885.33)
|
$ (1,078,056.51)
|
$ (931,634.32)
|
|||||
|
|
Opearing income (loss)
|
|
$ (554,837.45)
|
$ 1,569,858.11
|
$ 1,968,800.19
|
$ 270,946.22
|
||||
|
Interest expense
|
|
$ 555,949.33
|
$ (499,033.36)
|
$ (473,635.15)
|
$ (524,768.72)
|
|||||
|
|
Net income (loss) - GAAP basis
|
|
$ 6,654,300.89
|
$ 1,569,858.11
|
$ (165,440.48)
|
$ (692,626.46)
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
|
$ 1,966,696.33
|
$ 1,010,493.52
|
$ 734,023.37
|
$ 369,235.72
|
||||
|
Net cash flows provided by (used in) investing activities
|
|
$ (161,473.15)
|
$ (21,253.98)
|
$ (44,494.51)
|
$ 322,194.00
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
|
$ -
|
$ -
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
|
$ 632,000.00
|
$ 228,000.00
|
$ 411,750.00
|
$ -
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
|
632.00
|
228.00
|
411.75
|
-
|
||||
|
From operations and sales of properties
|
|
632.00
|
228.00
|
411.75
|
-
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
|
-
|
-
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
|
$ -
|
$ 24,161,135.73
|
$ 23,652,220.69
|
$ 22,103,088.51
|
||||
|
Total assets (after depreciation)
|
|
$ -
|
$ 22,836,876.73
|
$ 22,874,384.69
|
$ 21,841,745.51
|
|||||
|
|
Total liabilities
|
|
$ -
|
$ 14,789,756.65
|
$ 14,524,679.77
|
$ 12,708,850.11
|
||||
|
Estimated per share value
|
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Hunters Way
|
||||||||||
|
Project 29
|
||||||||||
|
|
Period from May 20, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 672,015.69
|
$ 1,935,710.09
|
$ 1,986,841.67
|
$ 1,932,289.47
|
$ 1,178,433.39
|
||||
|
Operating expenses
|
$ (375,482.96)
|
$ (1,060,780.48)
|
$ (965,563.54)
|
$ (925,831.30)
|
$ (479,283.33)
|
|||||
|
|
Opearing income (loss)
|
$ 296,532.73
|
$ 874,929.61
|
$ 1,021,278.13
|
$ 1,006,458.17
|
$ 699,150.06
|
||||
|
Interest expense
|
$ (124,576.57)
|
$ (509,648.06)
|
$ (516,227.65)
|
$ (524,013.02)
|
$ (323,971.00)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 57,348.19
|
$ (107,229.72)
|
$ 16,048.93
|
$ (88,174.71)
|
$ 98,100.26
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 7,575.10
|
$ 222,927.19
|
$ 258,780.92
|
$ 243,199.10
|
$ 341,438.37
|
||||
|
Net cash flows provided by (used in) investing activities
|
|
$ (171,148.24)
|
$ (153,191.09)
|
$ (104,307.39)
|
$ (87,415.44)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
|
|
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 60,000.00
|
$ 270,000.00
|
$ 323,000.00
|
$ 150,000.00
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
60.00
|
270.00
|
323.00
|
150.00
|
||||
|
From operations and sales of properties
|
-
|
60.00
|
270.00
|
323.00
|
150.00
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 13,735,624.06
|
$ 13,732,236.49
|
$ 13,560,211.66
|
$ 13,461,298.99
|
$ 13,391,393.27
|
||||
|
Total assets (after depreciation)
|
$ 12,033,140.39
|
$ 12,050,602.49
|
$ 12,298,589.66
|
$ 12,674,409.99
|
$ 13,156,059.27
|
|||||
|
|
Total liabilities
|
$ 8,960,047.44
|
$ 8,984,857.73
|
$ 9,065,615.18
|
$ 9,187,484.44
|
$ 9,257,959.01
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Arville
|
||||||||||
|
Project 30
|
||||||||||
|
|
Period from May 5, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 774,995.61
|
$ 1,092,196.07
|
$ 1,060,372.81
|
$ 1,053,167.31
|
$ 683,991.62
|
||||
|
Operating expenses
|
$ (436,548.20)
|
$ (588,903.53)
|
$ (561,096.18)
|
$ (624,120.73)
|
$ (358,516.51)
|
|||||
|
|
Opearing income (loss)
|
$ 338,447.41
|
$ 503,292.54
|
$ 499,276.63
|
$ 429,046.58
|
$ 325,475.11
|
||||
|
Interest expense
|
$ (254,051.90)
|
$ (281,988.77)
|
$ (285,549.22)
|
$ (228,466.08)
|
$ -
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 1,829,548.91
|
$ (1,215.62)
|
$ (1,158.52)
|
$ 15,098.56
|
$ 136,190.38
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ -
|
$ 150,420.49
|
$ 224,551.39
|
$ 392,580.09
|
$ 1,121,472.66
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (104,888.52)
|
$ (125,383.68)
|
$ (259,935.12)
|
$ (211,896.56)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ -
|
$ 112,000.00
|
$ 142,000.00
|
$ 4,893,437.97
|
$ 235,000.00
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
-
|
112.00
|
142.00
|
4,893.44
|
235.00
|
||||
|
From operations and sales of properties
|
-
|
112.00
|
142.00
|
100.00
|
235.00
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
4,793.44
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ -
|
$ 5,455,232.48
|
$ 5,467,509.27
|
$ 5,537,577.32
|
$ 5,685,995.16
|
||||
|
Total assets (after depreciation)
|
$ -
|
$ 4,984,095.48
|
$ 5,132,605.27
|
$ 5,333,325.32
|
$ 5,588,107.16
|
|||||
|
|
Total liabilities
|
$ -
|
$ 4,682,087.71
|
$ 4,706,372.72
|
$ 4,778,345.75
|
$ 31,916.78
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Bedford 2
|
||||||||||
|
Project 31
|
||||||||||
|
|
Period from Jan 12, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 1,563,384.50
|
$ 4,478,755.46
|
$ 4,145,830.55
|
$ 3,870,614.76
|
$ 3,329,047.49
|
||||
|
Operating expenses
|
$ (781,257.72)
|
$ (2,316,839.41)
|
$ (2,315,461.55)
|
$ (2,256,786.23)
|
$ (2,035,907.61)
|
|||||
|
|
Opearing income (loss)
|
$ 782,126.78
|
$ 2,161,916.05
|
$ 1,830,369.00
|
$ 1,613,828.53
|
$ 1,293,139.88
|
||||
|
Interest expense
|
$ (262,190.74)
|
$ (806,319.04)
|
$ (752,246.66)
|
$ (779,291.47)
|
$ (748,556.44)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 466,592.89
|
$ 625,507.60
|
$ 379,600.82
|
$ (12,754.90)
|
$ (251,330.24)
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 975,039.59
|
$ 993,164.19
|
$ 1,364,128.23
|
$ 1,577,598.60
|
$ 1,195,515.94
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ (69,797.27)
|
$ (6,645.72)
|
$ 1,041,453.56
|
$ (20,193.37)
|
$ (103,540.96)
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ (140,000.00)
|
$ -
|
$ -
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 295,000.00
|
$ 2,109,692.67
|
$ 500,000.00
|
$ 4,685,000.00
|
$ 515,440.00
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
295.00
|
2,109.69
|
500.00
|
4,685.00
|
515.44
|
||||
|
From operations and sales of properties
|
295.00
|
1,032.83
|
500.00
|
375.00
|
515.44
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
1,076.86
|
-
|
4,310.00
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 19,179,817.22
|
$ 19,331,638.47
|
$ 20,440,523.89
|
$ 18,998,915.61
|
$ 17,314,901.85
|
||||
|
Total assets (after depreciation)
|
$ 16,684,809.89
|
$ 16,857,778.50
|
$ 18,569,988.92
|
$ 17,705,865.28
|
$ 16,667,299.14
|
|||||
|
|
Total liabilities
|
$ 16,996,495.60
|
$ 17,341,057.10
|
$ 17,564,913.24
|
$ 16,580,390.42
|
$ 10,844,069.38
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Stonebridge
|
||||||||||
|
Project 32
|
||||||||||
|
|
Period from Jan 5, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 936,639.87
|
$ 2,662,355.68
|
$ 2,510,324.18
|
$ 2,377,283.94
|
$ 2,355,223.19
|
||||
|
Operating expenses
|
$ (376,159.41)
|
$ (1,056,907.12)
|
$ (1,194,363.00)
|
$ (1,039,586.23)
|
$ (1,912,940.92)
|
|||||
|
|
Opearing income (loss)
|
$ 560,480.46
|
$ 1,605,448.56
|
$ 1,315,961.18
|
$ 1,337,697.71
|
$ 442,282.27
|
||||
|
Interest expense
|
$ (219,803.43)
|
$ (498,236.00)
|
$ (609,736.75)
|
$ (632,161.06)
|
$ (603,568.33)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 291,591.51
|
$ 363,751.07
|
$ 217,376.52
|
$ (83,405.46)
|
$ (83,272.65)
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 201,631.73
|
$ 778,831.72
|
$ 716,321.27
|
$ 1,218,000.16
|
$ 298,170.41
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ -
|
$ (361,932.48)
|
$ (337,311.99)
|
$ (632,475.17)
|
$ 128,204.50
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 330,000.00
|
$ 300,000.00
|
$ 363,000.00
|
$ 1,659,500.00
|
$ 296,000.00
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
330.00
|
300.00
|
363.00
|
1,659.50
|
296.00
|
||||
|
From operations and sales of properties
|
330.00
|
300.00
|
363.00
|
309.50
|
296.00
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
1,350.00
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 15,000,368.70
|
$ 15,064,167.95
|
$ 14,814,819.46
|
$ 14,439,541.72
|
$ 14,130,161.09
|
||||
|
Total assets (after depreciation)
|
$ 13,033,461.46
|
$ 13,172,353.95
|
$ 13,421,241.46
|
$ 13,532,042.72
|
$ 13,692,035.09
|
|||||
|
|
Total liabilities
|
$ 11,861,920.48
|
$ 11,962,404.48
|
$ 12,275,043.06
|
$ 12,240,220.94
|
$ 10,657,307.74
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
River
|
||||||||||
|
Project 33
|
||||||||||
|
|
Period from Jan 31, 2011
|
|||||||||
|
|
(Date of Inception) to
|
|||||||||
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
Year Ended
|
||||||
|
Dec 31,2015
|
Dec 31,2014
|
Dec 31,2013
|
Dec 31,2012
|
Dec 31,2011
|
||||||
|
Summary Operating Results
|
|
|
||||||||
|
|
Gross revenues
|
$ 632,259.81
|
$ 1,821,275.55
|
$ 1,775,677.09
|
$ 1,691,350.36
|
$ 996,867.72
|
||||
|
Operating expenses
|
$ (359,219.88)
|
$ (1,013,227.51)
|
$ (996,687.02)
|
$ (1,066,668.75)
|
$ (868,934.34)
|
|||||
|
|
Opearing income (loss)
|
$ 273,039.93
|
$ 808,048.04
|
$ 778,990.07
|
$ 624,681.61
|
$ 127,933.38
|
||||
|
Interest expense
|
$ (95,947.42)
|
$ (295,356.44)
|
$ (300,480.93)
|
$ (415,858.84)
|
$ (484,602.75)
|
|||||
|
|
Net income (loss) - GAAP basis
|
$ 94,039.25
|
$ 209,552.05
|
$ 178,154.49
|
$ (140,257.31)
|
$ (740,479.70)
|
||||
|
Summary Statement of Cash Flows
|
|
|
|
|
|
|||||
|
|
Net cash flows provided by (used in) operating activities
|
$ 169,607.06
|
$ 300,802.22
|
$ 336,729.79
|
$ 444,880.76
|
$ 77,652.52
|
||||
|
Net cash flows provided by (used in) investing activities
|
$ (14,787.90)
|
$ 34,698.29
|
$ (224,281.82)
|
$ (76,679.00)
|
$ -
|
|||||
|
|
Net cash flows provided by (used in) financing activities
|
$ (130,000.00)
|
$ -
|
$ -
|
$ -
|
$ -
|
||||
|
Amount and Source Distributions
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
$ 130,000.00
|
$ 230,000.00
|
$ 75,000.00
|
$ 20,000.00
|
$ -
|
||||
|
Distribution data per $1,000 invested:
|
|
|
|
|
|
|||||
|
|
Total distributions paid to common stockholders
|
130.00
|
230.00
|
75.00
|
20.00
|
-
|
||||
|
From operations and sales of properties
|
130.00
|
230.00
|
75.00
|
20.00
|
-
|
|||||
|
|
|
From all other sources (financing or offering proceeds)
|
-
|
-
|
-
|
-
|
-
|
|||
|
Summary Balance Sheet
|
|
|
|
|
|
|||||
|
|
Total assets (before depreciation)
|
$ 8,276,411.49
|
$ 8,239,228.26
|
$ 8,351,303.68
|
$ 7,961,645.50
|
$ 7,021,249.12
|
||||
|
Total assets (after depreciation)
|
$ 7,140,614.13
|
$ 7,325,018.26
|
$ 7,491,575.98
|
$ 7,538,823.50
|
$ 7,021,249.12
|
|||||
|
|
Total liabilities
|
$ 6,791,885.72
|
$ 6,829,095.64
|
$ 6,975,205.39
|
$ 7,125,607.40
|
$ 5,101,728.82
|
||||
|
Estimated per share value
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||
|
Table IV. Completed Projects
|
|||||
|
Projects that Have Completed Operations Within the Last Five Years
|
|||||
|
Page 1
|
|||||
|
Project 11
|
Project 12
|
Project 14
|
Project 15
|
||
|
Date Offering Closed
|
8/30/2013
|
6/21/2013
|
5/17/2013
|
9/11/2012
|
|
|
Amount Offered and Raised
|
4,539,748
|
9,612,208
|
4,314,601
|
2,183,000
|
|
|
Cost of Real Estate Purchased
|
10,700,000
|
26,100,000
|
12,600,000
|
4,420,000
|
|
|
Cost of Renovations
|
1,465,000
|
2,258,000
|
1,334,000
|
774,000
|
|
|
Date Property Was Sold
|
4/30/2015
|
4/30/2015
|
4/30/2015
|
4/30/2015
|
|
|
Net Proceeds of Sale
|
4,971,918
|
9,614,859
|
4,945,814
|
1,888,912
|
|
|
Distributions Per $10,000 Invested
|
44.20
|
58.00
|
80.30
|
27.20
|
|
|
Project IRR Over Life of Program
|
14.90%
|
12.36%
|
18.38%
|
24.75%
|
|
|
Annualized Return on Investment
|
10.76%
|
4.89%
|
10.49%
|
5.54%
|
|
|
Median Annual Leverage
|
65.68%
|
70.30%
|
74.20%
|
65.94%
|
|
|
Table IV. Completed Projects
|
|||||
|
Projects that Have Completed Operations Within the Last Five Years
|
|||||
|
Page 2
|
|||||
|
Project 16
|
Project 17
|
Project 18
|
Project 19
|
||
|
Date Offering Closed
|
8/6/2012
|
7/16/2012
|
6/28/2012
|
6/14/2012
|
|
|
Amount Offered and Raised
|
2,687,000
|
3,822,000
|
11,242,215
|
4,212,500
|
|
|
Cost of Real Estate Purchased
|
8,400,000
|
9,400,000
|
40,228,896
|
9,250,000
|
|
|
Cost of Renovations
|
900,000
|
1,600,000
|
3,516,000
|
1,220,000
|
|
|
Date Property Was Sold
|
9/24/2015
|
9/2/2015
|
4/30/2015
|
8/16/2015
|
|
|
Net Proceeds of Sale
|
4,468,946
|
3,303,781
|
12,348,323
|
5,074,828
|
|
|
Distributions Per $10,000 Invested
|
48.80
|
16.00
|
222.31
|
4.50
|
|
|
Project IRR Over Life of Program
|
29.22%
|
22.62%
|
14.41%
|
30.83%
|
|
|
Annualized Return on Investment
|
7.58%
|
1.40%
|
9.14%
|
0.36%
|
|
|
Median Annual Leverage
|
76.34%
|
70.00%
|
79.46%
|
78.80%
|
|
|
Table IV. Completed Projects
|
|||||
|
Projects that Have Completed Operations Within the Last Five Years
|
|||||
|
Page 3
|
|||||
|
Project 20
|
Project 21
|
Project 22
|
Project 23
|
||
|
Date Offering Closed
|
3/28/2012
|
3/23/2012
|
3/26/2012
|
12/15/2011
|
|
|
Amount Offered and Raised
|
2,852,500
|
5,090,000
|
4,680,000
|
6,275,013
|
|
|
Cost of Real Estate Purchased
|
8,800,000
|
4,000,000
|
13,650,000
|
13,000,000
|
|
|
Cost of Renovations
|
1,172,000
|
825,000
|
1,931,486
|
2,400,000
|
|
|
Date Property Was Sold
|
4/30/2015
|
10/8/2015
|
4/30/2015
|
4/30/2015
|
|
|
Net Proceeds of Sale
|
4,234,607
|
1,501,199
|
7,530,161
|
11,117,995
|
|
|
Distributions Per $10,000 Invested
|
194.30
|
18.80
|
51.00
|
126.60
|
|
|
Project IRR Over Life of Program
|
61.25%
|
11.63%
|
24.24%
|
25.71%
|
|
|
Annualized Return on Investment
|
21.48%
|
22.50%
|
4.65%
|
7.00%
|
|
|
Median Annual Leverage
|
80.22%
|
71.25%
|
77.01%
|
66.71%
|
|
|
Table IV. Completed Projects
|
|||||
|
Projects that Have Completed Operations Within the Last Five Years
|
|||||
|
Page 4
|
|||||
|
Project 24
|
Project 25
|
Project 26
|
Project 27
|
||
|
Date Offering Closed
|
10/18/2011
|
10/7/2011
|
9/29/2011
|
9/6/2011
|
|
|
Amount Offered and Raised
|
2,877,160
|
2,530,000
|
9,386,000
|
2,050,000
|
|
|
Cost of Real Estate Purchased
|
4,500,000
|
5,275,000
|
35,750,000
|
4,400,000
|
|
|
Cost of Renovations
|
900,000
|
1,388,000
|
900,000
|
880,000
|
|
|
Date Property Was Sold
|
6/16/2015
|
5/7/2015
|
4/30/2015
|
3/11/2016
|
|
|
Net Proceeds of Sale
|
4,542,601
|
2,619,592
|
10,034,681
|
1,767,650
|
|
|
Distributions Per $10,000 Invested
|
50.60
|
2.50
|
192.04
|
42.10
|
|
|
Project IRR Over Life of Program
|
19.91%
|
13.05%
|
11.59%
|
20.11%
|
|
|
Annualized Return on Investment
|
7.03%
|
1.98%
|
6.15%
|
6.09%
|
|
|
Median Annual Leverage
|
51.85%
|
70.54%
|
73.75%
|
71.02%
|
|
|
Table IV. Completed Projects
|
|||||
|
Projects that Have Completed Operations Within the Last Five Years
|
|||||
|
Page 5
|
|||||
|
Project 28
|
Project 29
|
Project 30
|
Project 31
|
||
|
Date Offering Closed
|
6/23/2011
|
5/20/2011
|
5/5/2011
|
1/12/2011
|
|
|
Amount Offered and Raised
|
8,399,342
|
3,950,000
|
5,500,000
|
6,590,060
|
|
|
Cost of Real Estate Purchased
|
33,400,000
|
11,700,000
|
4,600,000
|
14,200,000
|
|
|
Cost of Renovations
|
3,500,000
|
725,000
|
1,075,000
|
1,583,000
|
|
|
Date Property Was Sold
|
4/9/2014
|
4/30/2015
|
9/17/2015
|
4/30/2015
|
|
|
Net Proceeds of Sale
|
6,109,478
|
4,541,289
|
1,877,965
|
7,455,652
|
|
|
Distributions Per $10,000 Invested
|
100.18
|
80.30
|
58.90
|
258.24
|
|
|
Project IRR Over Life of Program
|
18.88%
|
12.72%
|
19.64%
|
37.90%
|
|
|
Annualized Return on Investment
|
3.98%
|
7.39%
|
24.47%
|
8.68%
|
|
|
Median Annual Leverage
|
59.03%
|
73.64%
|
80.45%
|
57.02%
|
|
|
Table IV. Completed Projects
|
|||||
|
Projects that Have Completed Operations Within the Last Five Years
|
|||||
|
Page 6
|
|||||
|
Project 32
|
Project 33
|
Project 34
|
Project 35
|
||
|
Date Offering Closed
|
1/5/2011
|
1/31/2011
|
9/22/2010
|
9/8/2010
|
|
|
Amount Offered and Raised
|
3,414,000
|
2,660,000
|
2,800
|
2,383,508
|
|
|
Cost of Real Estate Purchased
|
12,325,000
|
5,303,500
|
7,321,220
|
7,870,977
|
|
|
Cost of Renovations
|
750,000
|
1,713,930
|
2,444,450
|
944,248
|
|
|
Date Property Was Sold
|
4/30/2015
|
4/30/2015
|
6/19/2015
|
4/30/2015
|
|
|
Net Proceeds of Sale
|
6,417,154
|
2,887,867
|
7,446,182
|
5,523,783
|
|
|
Distributions Per $10,000 Invested
|
136.85
|
37.50
|
62.00
|
171.26
|
|
|
Project IRR Over Life of Program
|
34.82%
|
20.28%
|
25.59%
|
40.00%
|
|
|
Annualized Return on Investment
|
11.02%
|
7.60%
|
6.04%
|
18.47%
|
|
|
Median Annual Leverage
|
80.20%
|
68.40%
|
40.98%
|
73.69%
|
|
|
Table IV. Completed Projects
|
|||||
|
Projects that Have Completed Operations Within the Last Five Years
|
|||||
|
Page 7
|
|||||
|
Project 36
|
|||||
|
Date Offering Closed
|
5/7/2010
|
||||
|
Amount Offered and Raised
|
5,177,778
|
||||
|
Cost of Real Estate Purchased
|
15,770,580
|
||||
|
Cost of Renovations
|
1,938,150
|
||||
|
Date Property Was Sold
|
7/15/2015
|
||||
|
Net Proceeds of Sale
|
3,581,025
|
||||
|
Distributions Per $10,000 Invested
|
145.28
|
||||
|
Project IRR Over Life of Program
|
47.33%
|
||||
|
Annualized Return on Investment
|
6.24%
|
||||
|
Median Annual Leverage
|
50.73%
|
||||
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 1
|
|||||
|
Project 1
|
Project 2
|
Project 3
|
Project 4
|
||
|
Date Property Purchased
|
11/22/2016
|
10/29/2015
|
8/27/2015
|
1/14/2015
|
|
|
Date Property Sold
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Cost of Property, With Improvements
|
14,181,840
|
11,600,000
|
36,331,031
|
5,102,008
|
|
|
Gross Selling Price of Property
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Net Proceeds After Costs
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Original Mortgage Financing
|
7,950,000
|
8,165,000
|
27,865,000
|
2,950,000
|
|
|
Mortgage Balance At Time of Sale
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 2
|
|||||
|
Project 5
|
Project 6
|
Project 7
|
Project 8
|
||
|
Date Property Purchased
|
12/31/2014
|
11/25/2014
|
10/29/2014
|
10/14/2014
|
|
|
Date Property Sold
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Cost of Property, With Improvements
|
6,645,000
|
14,088,000
|
31,925,000
|
14,092,000
|
|
|
Gross Selling Price of Property
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Net Proceeds After Costs
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Original Mortgage Financing
|
5,000,000
|
10,700,000
|
22,200,000
|
9,150,000
|
|
|
Mortgage Balance At Time of Sale
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 3
|
|||||
|
Project 9
|
Project 10
|
Project 11
|
Project 12
|
||
|
Date Property Purchased
|
9/19/2014
|
12/23/2013
|
8/30/2013
|
6/21/2013
|
|
|
Date Property Sold
|
N/A
|
N/A
|
4/30/2015
|
4/30/2015
|
|
|
Cost of Property, With Improvements
|
211,402,695
|
19,450,000
|
12,165,000
|
28,358,000
|
|
|
Gross Selling Price of Property
|
N/A
|
N/A
|
13,370,000
|
31,180,000
|
|
|
Net Proceeds After Costs
|
N/A
|
0
|
N/A
|
N/A
|
|
|
Original Mortgage Financing
|
154,043,541
|
13,367,028
|
7,990,000
|
19,935,406
|
|
|
Mortgage Balance At Time of Sale
|
N/A
|
N/A
|
7,750,623
|
19,369,326
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 4
|
|||||
|
Project 13
|
Project 14
|
Project 15
|
Project 16
|
||
|
Date Property Purchased
|
5/17/2013
|
10/31/2012
|
9/11/2012
|
8/6/2012
|
|
|
Date Property Sold
|
4/30/2015
|
5/6/2016
|
4/30/2015
|
9/24/2015
|
|
|
Cost of Property, With Improvements
|
13,934,000
|
53,905,000
|
5,194,000
|
9,300,000
|
|
|
Gross Selling Price of Property
|
15,920,000
|
82,851,750
|
7,194,000
|
12,100,000
|
|
|
Net Proceeds After Costs
|
N/A
|
16,761,736
|
N/A
|
4,468,946
|
|
|
Original Mortgage Financing
|
10,730,000
|
40,000,000
|
3,425,000
|
7,100,000
|
|
|
Mortgage Balance At Time of Sale
|
10,519,909
|
62,167,034
|
5,126,576
|
7,051,175
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 5
|
|||||
|
Project 17
|
Project 18
|
Project 19
|
Project 20
|
||
|
Date Property Purchased
|
7/16/2012
|
6/28/2012
|
6/14/2012
|
3/28/2012
|
|
|
Date Property Sold
|
9/2/2015
|
4/30/2015
|
8/16/2015
|
4/30/2015
|
|
|
Cost of Property, With Improvements
|
11,000,000
|
43,744,896
|
10,470,000
|
9,972,000
|
|
|
Gross Selling Price of Property
|
15,200,000
|
48,910,000
|
18,100,000
|
14,910,000
|
|
|
Net Proceeds After Costs
|
3,303,781
|
N/A
|
5,074,828
|
N/A
|
|
|
Original Mortgage Financing
|
7,700,000
|
34,758,000
|
8,250,000
|
8,000,000
|
|
|
Mortgage Balance At Time of Sale
|
7,700,000
|
34,460,043
|
7,924,931
|
10,377,193
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 6
|
|||||
|
Project 21
|
Project 22
|
Project 23
|
Project 24
|
||
|
Date Property Purchased
|
3/23/2012
|
3/26/2012
|
12/15/2011
|
10/18/2011
|
|
|
Date Property Sold
|
10/8/2015
|
4/30/2015
|
4/30/2015
|
6/16/2015
|
|
|
Cost of Property, With Improvements
|
4,825,000
|
15,581,486
|
15,400,000
|
5,400,000
|
|
|
Gross Selling Price of Property
|
7,300,000
|
20,490,000
|
22,310,000
|
7,760,000
|
|
|
Net Proceeds After Costs
|
1,501,199
|
N/A
|
N/A
|
4,542,601
|
|
|
Original Mortgage Financing
|
0
|
12,000,000
|
10,274,000
|
2,900,000
|
|
|
Mortgage Balance At Time of Sale
|
3,437,800
|
11,552,776
|
9,978,515
|
2,800,000
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 7
|
|||||
|
Project 25
|
Project 26
|
Project 27
|
Project 28
|
||
|
Date Property Purchased
|
10/7/2011
|
9/29/2011
|
9/6/2011
|
6/23/2011
|
|
|
Date Property Sold
|
5/7/2015
|
4/30/2015
|
3/11/2016
|
4/9/2014
|
|
|
Cost of Property, With Improvements
|
6,663,000
|
35,750,000
|
5,280,000
|
20,499,342
|
|
|
Gross Selling Price of Property
|
9,250,000
|
38,090,000
|
6,700,000
|
28,450,000
|
|
|
Net Proceeds After Costs
|
2,619,592
|
N/A
|
1,767,650
|
6,109,478
|
|
|
Original Mortgage Financing
|
4,700,000
|
26,364,000
|
3,750,000
|
12,100,000
|
|
|
Mortgage Balance At Time of Sale
|
6,000,000
|
25,908,807
|
4,908,061
|
14,034,334
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 8
|
|||||
|
Project 29
|
Project 30
|
Project 31
|
Project 32
|
||
|
Date Property Purchased
|
5/20/2011
|
5/5/2011
|
1/12/2011
|
1/5/2011
|
|
|
Date Property Sold
|
4/30/2015
|
9/17/2015
|
4/30/2015
|
4/30/2015
|
|
|
Cost of Property, With Improvements
|
12,425,000
|
5,675,000
|
15,783,000
|
13,075,000
|
|
|
Gross Selling Price of Property
|
14,270,000
|
7,400,000
|
24,260,000
|
18,520,000
|
|
|
Net Proceeds After Costs
|
N/A
|
1,877,965
|
N/A
|
N/A
|
|
|
Original Mortgage Financing
|
9,150,000
|
0
|
9,000,000
|
10,486,000
|
|
|
Mortgage Balance At Time of Sale
|
8,748,093
|
4,565,410
|
16,319,149
|
11,732,446
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
Table V. Sales of Property Within Last Three Years
|
|||||
|
Page 9
|
|||||
|
Project 33
|
Project 34
|
Project 35
|
Project 36
|
||
|
Date Property Purchased
|
1/31/2011
|
9/22/2010
|
9/8/2010
|
5/7/2010
|
|
|
Date Property Sold
|
4/30/2015
|
6/19/2015
|
4/30/2015
|
7/15/2015
|
|
|
Cost of Property, With Improvements
|
7,017,430
|
7,321,220
|
7,870,977
|
15,770,580
|
|
|
Gross Selling Price of Property
|
9,870,000
|
12,150,000
|
12,290,000
|
20,238,000
|
|
|
Net Proceeds After Costs
|
N/A
|
7,446,182
|
N/A
|
N/A
|
|
|
Original Mortgage Financing
|
4,800,000
|
3,000,000
|
5,800,000
|
8,000,000
|
|
|
Mortgage Balance At Time of Sale
|
6,657,389
|
5,293,818
|
6,520,417
|
13,273,765
|
|
|
Mortgage Taken Back by Seller
|
N/A
|
N/A
|
N/A
|
N/A
|
|
|
ADA
|
Americans with Disabilities Act of 1990.
|
|
Authorizing
Resolution
|
The resolution adopted by the Manager on September 1, 2016 creating and setting forth the terms of the Series A Investor Shares.
|
|
Code
|
Internal Revenue Code of 1986, as amended.
|
|
Folio
|
Folio Investments, Inc., a registered broker-dealer and member FINRA/SIPC.
|
|
Fund
|
Impact Workforce Housing REIT, LLC, a Delaware limited liability company.
|
|
Investor
|
Anyone who purchases Series A Investor Shares in this Offering.
|
|
Joint Venture
|
One or more joint venture real estate investment arrangements between the Fund and third-party financial partners selected by the Manager from time to time.
|
|
LLC Agreement
|
The Limited Liability Company Agreement of the Company dated September 1, 2016.
|
|
Manager
|
Workforce Housing REIT Manager, LLC, a Delaware limited liability company.
|
|
Offering
|
The offer and sale of the Fund’s Series A Investor Shares described in this Offering Circular.
|
|
Preferred Return
|
The cumulative, non-compounded annual return of 7.0%, described in the “Securities Being Offered – Distributions” section beginning on page 46.
|
|
Promoted Interest
|
The distributions to which the Manager is entitled, described in the “Securities Being Offered – Distributions” section beginning on page 46.
|
|
Regulations
|
Regulations issued by the Internal Revenue Service.
|
|
REIT
|
Real estate investment trust, as defined in section 856 of the Code.
|
|
SEC
|
Securities and Exchange Commission.
|
|
Securities Act
|
The Securities Act of 1933, as amended.
|
|
Series A Investor
Shares |
The limited liability company interests of the Fund being offered in this Offering.
|
|
Sponsor
|
Strategic Realty Holdings, LLC, a Delaware limited liability company.
|
|
SRC
|
Strategic Realty Capital, LLC.
|
|
SRH
|
Strategic Realty Holdings, LLC.
|

|
Exhibit 1A-1A
|
Securities Distribution Agreement between the Fund and Folio dated December 11, 2017*
|
|
Exhibit 1A-1B
|
Escrow Services and Custody Agreement between the Fund and Folio dated December 11, 2017*
|
|
Exhibit 1A-2A
|
Certificate of Formation.*
|
|
Exhibit 1A-2B
|
LLC Agreement – The agreement by and among the Fund and all of its members captioned “Limited Liability Company Agreement” and dated September 1, 2016.*
|
|
Exhibit 1A-6A
|
Management Agreement – The agreement captioned “Management Services Agreement” between the Fund and the Manager dated September 1, 2016.*
|
|
Exhibit 1A-6E
|
Investment Agreement.*
|
|
Exhibit 1A-8
|
Escrow Agreement dated June 13, 2017.*
|
|
Exhibit 1A-11
|
Consent of Independent Auditor.*
|
|
Exhibit 1A-12
|
Legal opinion of Flaster/Greenberg P.C.*
|
|
Exhibit 1A-15.1
|
[Reserved]
|
|
Exhibit 1A-15.2
|
Authorizing Resolution – The resolution adopted by the Manager creating and setting forth the terms of the Series A Investor Shares.*
|
|
Exhibit 1A-15A
|
Draft Offering Statement dated September 27, 2016 submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T).*
|
|
Exhibit 1A-15B
|
Correspondence to the SEC on behalf of the Fund dated December 1, 2016, previously submitted pursuant to Rule 252(d).*
|
|
Exhibit 1A-15C
|
Investor presentation materials.
|
|
Exhibit 1A-15D
|
Investor presentation materials.
|
|
Exhibit 1A-15E
|
Examples of our Sponsor’s Prior Environmental Impact & Savings CapEx Programs.*
|
|
IMPACT HOUSING REIT, LLC
|
|||
|
By
|
/s/ Edward P. Lorin
|
||
|
Edward P. Lorin, Manager
Impact Housing REIT Manager, LLC, Manager
|
|||
|
/s/ Edward P. Lorin
|
|
|
Edward P. Lorin, Manager
|
|
|
Impact Housing REIT Manager, LLC, Manager
|
|
|
June 7, 2018
|
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