UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant to Regulation A of the Securities Act of 1933
December 29, 2022
(Date of Report (Date of earliest event reported))
FUNDRISE MIDLAND OPPORTUNISTIC REIT, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 32-0479856 |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
11 Dupont Circle NW, 9th Floor, Washington, DC |
20036 |
| (Address of principal executive offices) | (ZIP Code) |
(202) 584-0550
(Registrant’s telephone number, including area code)
Common Shares
(Title of each class of securities issued pursuant to Regulation A)
| Item 9. | Other Events |
Net Asset Value as of December 31, 2022
As of December 31, 2022, our net asset value (“NAV”) per common share is $12.53. This NAV per common share shall be effective until updated by us on or about March 31, 2023 (or as soon as commercially reasonable thereafter), unless updated by us prior to that time.
The following sets forth the calculation of NAV for our common shares:
BALANCE SHEETS (UNAUDITED)
| (In thousands, except share and per share amounts) | December 31, 2022 [1] | September 30, 2022 [1] | ||||||
| ASSETS | ||||||||
| Investments, at fair value | $ | 91,016 | $ | 99,766 | ||||
| Real estate properties, at fair value | - | - | ||||||
| Loans and debt securities related to real estate (inclusive of accrued interest), at fair value | - | 9,404 | ||||||
| Other real estate investments, at fair value | 91,016 | 90,362 | ||||||
| Non-real estate-related investments, at fair value | - | - | ||||||
| Cash and cash equivalents | 38,161 | 31,144 | ||||||
| Current interest receivable | - | 55 | ||||||
| Other assets | 110 | 35 | ||||||
| Total Assets | $ | 129,287 | $ | 131,000 | ||||
| LIABILITIES | ||||||||
| Accounts payable | $ | 103 | $ | 73 | ||||
| Due to related party | 277 | 270 | ||||||
| Note payable | - | - | ||||||
| Dividends payable [2] | 25,518 | 806 | ||||||
| Settling subscriptions | 4 | 18 | ||||||
| Redemptions payable | 3,875 | 2,018 | ||||||
| Total Liabilities | $ | 29,777 | $ | 3,185 | ||||
| NET ASSETS CONSIST OF: | ||||||||
| Fundrise Midland Opportunistic REIT, LLC Members’ Equity: | ||||||||
| Common shares; 7,942,029 and 8,284,373 shares outstanding, net of offering costs, on December 31, 2022 and September 30, 2022, respectively | $ | 34,345 | $ | 64,133 | ||||
| Retained earnings | 20,053 | 10,287 | ||||||
| Net adjustments to fair value | 45,112 | 53,395 | ||||||
| NET ASSETS | $ | 99,510 | $ | 127,815 | ||||
| NET ASSET VALUE PER SHARE, on 7,942,029 and 8,284,373 shares outstanding, net of offering costs, for the periods ended December 31, 2022 and September 30, 2022, respectively | $ | 12.53 | $ | 15.43 | ||||
[1] Estimated Balance Sheets as of December 31, 2022 and September 30, 2022.
[2] This amount does not include the accrual for dividends payable that were declared before December 31, 2022 that relate to the first quarter of 2023 or dividends payable that were declared before September 30, 2022 that relate to the fourth quarter of 2022, respectively.
On January 3, 2023, the Company announced that its net asset value per share (“NAV”) as of December 31, 2022 is $12.53 per share of our Common Shares. This NAV per common share shall be effective until updated by us on or about March 31, 2023 (or as soon as commercially reasonable thereafter), unless updated by us prior to that time.
As described in the section titled “Valuation Policies” of our Offering Circular, our goal is to provide a reasonable estimate of the value of our shares on a periodic, ongoing basis. However, the majority of our assets consist of commercial real estate loans and other commercial real estate assets and, as with any commercial real estate valuation protocol, the conclusions reached by us are based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in different estimates of the value of our commercial real estate assets and investments. In addition, for any given quarter, our published NAV per share may not fully reflect certain material events, to the extent that the financial impact of such events on our portfolio is not immediately quantifiable. As a result, the quarterly calculation of our NAV per share may not reflect the precise amount that might be paid for your shares in an arm’s length transaction with an unrelated third party, and any potential disparity in our NAV per share may be in favor of either shareholders who redeem their shares, or shareholders who buy new shares, or existing shareholders. However, to the extent quantifiable, if a material event occurs in between quarterly updates of NAV that would cause our NAV per share to change by 5% or more from the last disclosed NAV, we will disclose the updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as reasonably practicable, and will update the NAV information provided on our website.
Our internal accountants calculated our NAV per common share using a process that reflects (1) estimated values of each of our commercial real estate assets and investments, including related liabilities, which may be updated upon the occurrence of certain material events, (2) the price of liquid assets for which third party market quotes are available, (3) accruals of our periodic distributions, and (4) estimated accruals of our operating revenues and expenses. The determination of our NAV is not based on, nor intended to comply with, fair value standards under U.S. Generally Accepted Accounting Principles (“GAAP”), and our NAV may not be indicative of the price that we would receive for our assets at current market conditions.
We generally receive financial and other reporting from our borrowers or unconsolidated subsidiaries on a monthly or quarterly basis, so the estimated values of each of our commercial real estate assets and investments included on each NAV reporting date are generally based on the latest financial and other information reported to us or otherwise available to us, which has been rolled forward through the NAV reporting date for accruals and other items. For investments made within the previous or current reporting period where we have not received our first set of reporting data from our investments, our NAV is generally based on the information we used during our regular underwriting processes and in consideration of other market data available to us. We are not aware of any events that would have a material impact on the estimated values included herein that occurred between the date of the latest information we received with respect to our investments and the NAV reporting date.
Beginning on January 1, 2023, the per share purchase price of our Common Shares will be $12.53 per share, as the per share purchase price shall be the greater of the then-current NAV per common share or $10.00. This price per share shall be effective until the next announcement of price per share by the Company, which is expected to happen within a commercially reasonable time after March 31, 2023, unless updated by us prior to that time. Redemptions of Common Shares shall be made pursuant to our redemption plan based on the then-current NAV per Common Share.
Share Redemption Plan Status
For the quarter ended December 31, 2022, we expect to redeem approximately 316,000 common shares pursuant to our share redemption plan.
Historical NAV Information
Below is the NAV per common share, as determined in accordance with our valuation policies, for each period presented from December 31, 2017 to December 31, 2022.
| Date | NAV Per Share | ||||
| December 31, 2017 | $ | 10.00 | |||
| March 31, 2018 | $ | 10.00 | |||
| June 30, 2018 | $ | 10.00 | |||
| September 30, 2018 | $ | 10.00 | |||
| December 31, 2018 | $ | 10.00 | |||
| March 31, 2019 | $ | 10.00 | |||
| June 30, 2019 | $ | 10.00 | |||
| October 1, 2019 | $ | 10.00 | |||
| December 31, 2019 | $ | 10.00 | |||
| March 31, 2020 | $ | 10.00 | |||
| June 30, 2020 | $ | 9.81 | |||
| September 30, 2020 | $ | 9.84 | |||
| December 31, 2020 | $ | 10.51 | |||
| March 31, 2021 | $ | 10.65 | |||
| June 30, 2021 | $ | 11.42 | |||
| September 30, 2021 | $ | 13.29 | |||
| December 31, 2021 | $ | 14.43 | |||
| March 31, 2022 | $ | 14.97 | |||
| June 30, 2022 | $ | 14.96 | |||
| September 30, 2022 | $ | 15.43 | |||
| December 31, 2022 | $ | 12.53 | |||
Update to January 2023 Distribution
On December 29, 2022, we declared a daily distribution of $0.0006849315 per share (the “January 2023 Daily Distribution Amount”) for shareholders of record as of the close of business on each day of the period commencing on January 1, 2023 and ending on January 31, 2023. As of January 1, 2023, the January 2023 Daily Distribution Amount equates to approximately 2.00% on an annualized basis calculated at the current rate, assuming a $12.53 per share purchase price.
Real Estate Performance
The Company experienced a slight decrease in NAV driven by (among other things) macroeconomic headwinds and rising interest rates which resulted in slightly higher cap rates across the portfolio.
While many of the residential assets continued to experience rent growth, these were generally outpaced by continued interest rate increases, leading to cap rate expansion. However, the majority of the assets continue to perform as expected and are progressing through their respective business plans. We remain confident in the stability of the Company's portfolio and its long term return potential, especially in the current macroeconomic environment.
NAV Distribution
In order to comply with real estate investment trust distribution requirements and to distribute excess cash in the portfolio, the Manager of the Company declared a distribution of $3.0274538672 per share (the “Additional December 31, 2022 Dividend”) for shareholders of record as of the close of business on December 31, 2022. The Additional December 31, 2022 Dividend will be payable to shareholders of record as of the close of business on December 31, 2022 and is scheduled to be paid prior to January 21, 2023. The aggregate amount of the Additional December 31, 2022 Dividend will be approximately $25,000,000.
Of this distribution, approximately $6 million is proceeds from property sales in 2022 and approximately $19 million is a distribution from excess cash in the fund.
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in the most recently qualified Offering Statement on Form 1-A filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and prospectus supplements filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FUNDRISE MIDLAND OPPORTUNISTIC REIT, LLC |
| By: | Fundrise Advisors, LLC | |
| Its: | Manager | |
| By: | /s/ Bjorn J. Hall | |
| Name: | Bjorn J. Hall | |
| Title: | General Counsel | |
| Date: | January 3, 2023 |