UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-K
ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933
For the fiscal year ended December 31, 2023
Fundrise Growth eREIT III, LLC
(Exact name of issuer as specified in its charter)
| Delaware | 83-2162909 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 11 Dupont Circle NW, 9th Floor, Washington, DC (Address of Principal Executive Offices) | 20036 (Zip Code) |
(202) 584-0550
Issuer’s telephone number, including area code
Common Shares
(Title of each class of securities issued pursuant to Regulation A)
TABLE OF CONTENTS
Part II.
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
We make statements in this Annual Report on Form 1-K (“Annual Report”) that are forward-looking statements. The words “outlook,” “believe,” “estimate,” “potential,” “projected,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “could” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Annual Report or in the information incorporated by reference into this Annual Report.
The forward-looking statements included in this Annual Report are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. These risk factors and uncertainties which could have a material adverse effect on our operations and future prospects, along with others, are detailed under the heading “Risk Factors” in our latest offering circular (the “Offering Circular”) filed by the Company with the Securities and Exchange Commission (“SEC”), which may be accessed here (beginning on page 34) and may be updated from time to time by our future filings under Regulation A (“Regulation A”) of the Securities Act of 1933, as amended (the “Securities Act”). In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. These risks could result in a decrease in the value of our common shares.
Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this Annual Report. All forward-looking statements are made as of the date of this Annual Report and the risk that actual results will differ materially from the expectations expressed in this Annual Report will increase with the passage of time. We undertake no obligation to publicly update or revise any forward-looking statements after the date of this Annual Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Annual Report, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Annual Report will be achieved.
| Item 1. | Business |
Fundrise Growth eREIT III, LLC is a Delaware limited liability company formed on October 5, 2018 to originate, invest in and manage a diversified portfolio of real estate investments and other real estate-related assets. We use substantially all of the net proceeds raised from our Regulation A offerings of common shares of the Company (which we refer to as our “Offerings”) to originate, acquire, and structure a diversified portfolio of real estate properties. We may also invest, to a limited extent, in real estate loans, as well as real estate debt securities (including commercial mortgage-backed securities, collateralized debt obligations, and real estate investment trust (“REIT”) senior unsecured debt) and other real estate-related assets, where the underlying assets primarily consist of real estate properties. We may make our investments through majority-owned subsidiaries, some of which may have rights to receive preferred economic returns. The Company has one reportable segment consisting of investments in real estate. The use of the terms “Fundrise Growth eREIT III”, the “Company”, “we”, “us” or “our” in this Annual Report refer to Fundrise Growth eREIT III, LLC unless the context indicates otherwise.
As a limited liability company, we have elected to be taxed as a C corporation. Commencing with the taxable year ended December 31, 2019, the Company has operated in a manner intended to qualify for treatment as a REIT under the Internal Revenue Code of 1986, as amended.
We are externally managed by Fundrise Advisors, LLC (our “Manager”), which is an investment adviser registered with the SEC, and a wholly-owned subsidiary of Rise Companies Corp. (our “Sponsor”), the parent company of Fundrise, LLC, our affiliate. Fundrise, LLC owns and operates our platform located at www.fundrise.com (the “Fundrise Platform”), which allows investors to hold interests in opportunities that may have been historically difficult to access. Our Manager has the authority to make all of the decisions regarding our investments, subject to the limitations in our operating agreement and the direction and oversight of our Manager’s investment committee. Our Sponsor also provides investment management, marketing, investor relations and other administrative services on our behalf. Accordingly, we do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by us.
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Investment Strategy
We originate, acquire, asset manage, operate, selectively leverage, syndicate and opportunistically sell real estate properties. We acquire and operate real estate and real estate-related assets on an opportunistic basis. Our management has extensive experience investing in numerous types of properties. Thus, we may acquire a wide variety of properties, including office, industrial, retail, hospitality, recreation and leisure, single-tenant, multifamily and other real properties. These properties may be existing, income-producing properties, newly constructed properties or properties under development or construction and may include multifamily properties purchased for conversion into condominiums and single-tenant properties that may be converted for multifamily use. We focus on acquiring properties with significant possibilities for capital appreciation, such as those requiring development, redevelopment or repositioning, those located in markets with high growth potential and those available from sellers who are distressed or face time-sensitive deadlines. We also may invest in real estate-related securities, including securities issued by other real estate companies, either for investment or in change of control transactions completed on a negotiated basis or otherwise, and in bridge and mezzanine loans that may lead to an opportunity to purchase a real estate interest. In addition, to the extent that our Manager and its investment committee determines that it is advantageous, we also may make or invest in commercial mortgage-backed securities, mortgage loans and tenant-in-common interests. We expect that our portfolio of debt investments, if any, will be secured primarily by U.S. based collateral and diversified by security type, property type and geographic location.
We may enter into one or more joint ventures, tenant-in-common investments or other co-ownership arrangements for the acquisition, development or improvement of properties with third parties or affiliates of our Manager, including present and future real estate investment offering and REITs sponsored by affiliates of our Sponsor. We also may serve as mortgage lender to, or acquire interests in or securities issued by, these joint ventures, tenant-in-common investments or other joint venture arrangements.
In executing on our business strategy, we believe that we benefit from our Manager’s affiliation with our Sponsor given our Sponsor’s strong track record and extensive experience and capabilities as an online real estate origination and funding platform. These competitive advantages include:
| · | our Sponsor’s experience and reputation as a leading real estate investment manager, which historically has given it access to a large investment pipeline similar to our targeted assets and the key market data we use to underwrite and portfolio manage assets; |
| · | our Sponsor’s direct and online origination capabilities, which are amplified by a proprietary technology platform, business process automation, and a large user base, of which a significant portion are seeking capital for real estate projects; |
| · | our Sponsor’s relationships with financial institutions and other lenders that originate and distribute commercial real estate debt and other real estate-related products and that finance the types of assets we intend to acquire and originate; |
| · | our Sponsor’s experienced portfolio management team which actively monitors each investment through an established regime of analysis, credit review and protocol; and |
| · | our Sponsor’s management team, which has a successful track record of making commercial real estate investments in a variety of market conditions. |
Investment Objectives
Our primary investment objectives are:
| · | to realize growth in the value of our investments over the long term; |
| · | to grow net cash from operations so cash flow is available for distributions to investors over the long term; and |
| · | to preserve, protect and return shareholders’ capital contributions. |
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While we initially communicated that we were targeting liquidating and distributing cash to investors within a certain time period, given that our investors have an opportunity to gain liquidity quarterly and that our investments are of a long term nature, our Manager has determined to operate the Company with no target liquidation date so that it can make decisions in the best interests of our investors on a project-by-project basis. We also seek to realize growth in the value of our investments by timing their sale to maximize value. However, there is no assurance that our investment objectives will be met. We cannot assure you that we will attain these objectives or that the value of our assets will not decrease. Furthermore, within our investment objectives and policies, our Manager has substantial discretion with respect to the selection of specific investments and the purchase and sale of our assets. Our Manager’s investment committee reviews our investment guidelines at least annually to determine whether our investment guidelines continue to be in the best interests of our shareholders.
Competition
Our net income depends, in large part, on our ability to source, acquire and manage investments with attractive risk-adjusted yields. We compete with many other entities engaged in real estate investment activities, including individuals, corporations, bank and insurance company investment accounts, other REITs, private real estate funds, and other entities engaged in real estate investment activities as well as online lending platforms that compete with the Fundrise Platform, many of which have greater financial resources and lower costs of capital available to them than we have. In addition, there are numerous REITs with asset acquisition objectives similar to ours, and others may be organized in the future, which may increase competition for the investments suitable for us. Competitive variables include market presence and visibility, amount of capital to be invested per project and underwriting standards. To the extent that a competitor is willing to risk larger amounts of capital in a particular transaction or to employ more liberal underwriting standards when evaluating potential investments than we are, our investment volume and profit margins for our investment portfolio could be impacted. Our competitors may also be willing to accept lower returns on their investments and may succeed in buying the assets that we have targeted for acquisition. Although we believe that we are well-positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.
Risk Factors
We face risks and uncertainties that could affect us and our business as well as the real estate industry generally. These risks are outlined under the heading “Risk Factors” in our latest Offering Circular filed with the SEC, which may be accessed here (beginning on page 34), as the same may be updated from time to time by our future filings under Regulation A. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. These risks could result in a decrease in the value of our common shares.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. For more information, see “Statements Regarding Forward Looking Information”. Unless otherwise indicated, the latest results discussed below are as of December 31, 2023.
Offering Results
As of October 30, 2020, the Manager closed our prior Regulation A Offering. On January 9, 2024, the Company filed an offering statement qualifying up to $75.0 million in common shares for sale pursuant to Regulation A.
The Company may in the future file an offering statement to qualify additional common shares for sale pursuant to Regulation A, or offer its common shares pursuant to Regulation D of the Securities Act (“Regulation D”), as determined by the Manager. As of both December 31, 2023 and 2022, we had raised total gross offering proceeds of approximately $49.4 million from settled subscriptions (including proceeds received in the private placements to our Sponsor, and Fundrise, LP, an affiliate of our Sponsor), and had settled subscriptions in our Offerings and private placements for an aggregate of approximately 4.9 million of our common shares.
The per share purchase price will be adjusted by our Manager at the beginning of every fiscal quarter (or such other period as determined by our Manager in its sole discretion, but no less frequently than annually), and will equal the greater of (i) $10.00 per share or (ii) the sum of our net asset value (“NAV”) divided by the number of our common shares outstanding as of the end of the prior fiscal quarter (“NAV per share”).
Below is the NAV per share since December 31, 2021, as determined in accordance with our valuation policy. Linked in the table is the relevant Form 1-U detailing each NAV evaluation method, incorporated by reference herein.
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| Date | NAV Per Share | Link | ||||
| December 31, 2021 | $ | 15.66 | Form 1-U | |||
| March 31, 2022 | $ | 16.68 | Form 1-U | |||
| June 30, 2022 | $ | 17.42 | Form 1-U | |||
| September 30, 2022 | $ | 17.77 | Form 1-U | |||
| December 31, 2022 | $ | 17.37 | Form 1-U | |||
| March 31, 2023 | $ | 16.88 | Form 1-U | |||
| June 30, 2023 | $ | 16.35 | Form 1-U | |||
| September 30, 2023 | $ | 15.81 | Form 1-U | |||
| December 30, 2023 | $ | 14.73 | Form 1-U | |||
| March 29, 2024 | $ | 15.17 | Form 1-U | |||
Distributions
To qualify as a REIT, and maintain our qualification as a REIT, we are required to make aggregate annual distributions to our shareholders of at least 90% of our REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain), and to avoid federal income and excise taxes on retained taxable income and gains we must distribute 100% of such income and gains annually. Our Manager may authorize distributions in excess of those required for us to maintain REIT status and/or avoid such taxes on retained taxable income and gains depending on our financial condition and such other factors as our Manager deems relevant. Provided we have sufficient available cash flow, we intend to authorize and declare distributions based on daily record dates and pay distributions on a quarterly or other periodic basis. We have not established a minimum distribution level.
While we are under no obligation to do so, we have in the past and expect in the future to declare and pay distributions monthly or quarterly in arrears; however, our Manager may declare other periodic distributions as circumstances dictate. In order that investors may generally begin receiving distributions immediately upon our acceptance of their subscription, we expect to authorize and declare distributions based on daily record dates.
When calculated on a tax basis, distributions were made 100% from return of capital for the year ended December 31, 2023.
Any distributions that we make will directly impact our NAV by reducing the amount of our assets. Our goal is to provide a reasonably predictable and stable level of current income, through quarterly or other periodic distributions, while at the same time maintaining a fair level of consistency in our NAV. Over the course of a shareholder’s investment, the shareholder’s distributions plus the change in NAV per share (either positive or negative) will produce the shareholder’s total return.
Our distributions will generally constitute a return of capital to the extent that they exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that a distribution is treated as a return of capital for U.S. federal income tax purposes, it will reduce a shareholder’s adjusted tax basis in the shareholder’s shares, and to the extent that it exceeds the shareholder’s adjusted tax basis will be treated as gain resulting from a sale or exchange of such shares.
For further details, please see Note 5, Distributions in our consolidated financial statements.
Redemption Plan
Although we do not intend to list our common shares for trading on a stock exchange or other trading market, we have adopted a redemption plan designed to provide our shareholders with limited liquidity for their investment in our shares. The Company’s redemption plan provides that on a quarterly basis, subject to certain exceptions, a shareholder could obtain liquidity as described in detail in our Offering Circular. Effective November 17, 2023, we revised our Redemption Plan to reflect that (i) the Manager in its sole discretion may determine to redeem in full a shareholder holding less than 100 common shares prior to redeeming other requests on a pro-rata basis; (ii) the last day to submit a redemption request will be the last business day of the applicable quarter; (iii) redemptions not fully honored will be terminated, and will need to be resubmitted in order to be considered in any subsequent period when redemptions are being processed; and (iv) to reduce the maximum amount of shares that may be redeemed in a quarter to be 1.25% of the NAV of all of our outstanding shares as of the first day of the last month of such calendar quarter. Previously, we revised our redemption plan effective October 1, 2022 to reduce the redemption price per share by the aggregate sum of distributions that reduce our NAV per share each quarter, as determined by our Manager in its sole discretion. Our Manager may, in its sole discretion, amend, suspend, or terminate the redemption plan at any time, including to protect our operations and our non-redeemed shareholders, to prevent an undue burden on our liquidity, to preserve our status as a REIT, following any material decrease in our NAV, or for any other reason.
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As of December 31, 2023 and 2022, approximately 1.6 million and 1.2 million common shares, respectively, had been submitted for redemption since operations commenced, and 100% of such redemption requests have been honored. We believe the increase in redemptions during the year ended December 31, 2023, is attributable to investor demand to restore and preserve personal liquidity given the changes in economic conditions across the broader financial markets.
Sources of Operating Revenues and Cash Flows
We primarily generate revenues from cash flow distributions from equity method investees and rental revenue from our investments in rental real estate properties. We may also seek to acquire other investments which generate attractive returns without any leverage. See Note 2, Summary of Significant Accounting Policies – Revenue Recognition, in our consolidated financial statements for further detail.
Results of Operations
For the years ended December 31, 2023 and 2022, we had total net losses of approximately $601,000 and $331,000, respectively.
Revenue
Rental Revenue
For the years ended December 31, 2023 and 2022, we earned rental revenue of approximately $0 and $50,000, respectively, from the operations of rental real estate properties. The decrease in rental revenue is primarily due to the tenant at our rental real estate property vacating at the end of their lease term prior to the current period. This rental real estate property was subsequently sold in 2023.
Expenses
Property Operating and Maintenance
For the years ended December 31, 2023 and 2022, we incurred property operating and maintenance expense of approximately $39,000 and $46,000, respectively. The decrease in property operating and maintenance is due to the sale of one of our rental real estate properties in the current period.
Investment Management Fees – Related Party
For the years ended December 31, 2023 and 2022, we incurred investment management fees of approximately $517,000 and $562,000, respectively. The decrease in investment management fees is directly related to a decrease in our net asset value, as the investment management fee is calculated as a percentage of net asset value each quarter. The overall decrease in net asset value is attributable to the decline in fair value of our real estate investments in the current period.
General and Administrative
For the years ended December 31, 2023 and 2022, we incurred general and administrative expense of approximately $340,000 and $364,000, respectively, which includes auditing and professional fees, transfer agent fees, software subscription costs and other expenses associated with operating our business. The decrease in general and administrative expense is primarily due to an decrease in professional fees compared to the prior period.
Other Income (Expense)
Equity in Earnings
For the years ended December 31, 2023 and 2022, we had equity in earnings of approximately $248,000 and $844,000 from our equity method investees, respectively. The decrease in equity earnings is due to decreased performance in the Company’s investments in equity method investees.
Interest Expense – Related Party
For the years ended December 31, 2023 and 2022, we incurred interest expense of approximately $276,000 and $236,000, respectively. The increase in interest expense is related to additional fundings from National Lending, LLC (“National Lending”) subsequent to the end of the prior period. All related party notes with National Lending were repaid in the current period, and no principal or accrued interest remain outstanding as of December 31, 2023. See Note 7, Related Party Arrangements, in our consolidated financial statements for more information.
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Gain on Sale of Investments in Rental Real Estate
For the years ended December 31, 2023 and 2022, we had a gain on sale of investments in rental real estate properties of approximately $299,000 and $0, respectively. The gain on sale of investments in rental real estate property is related to the sale of one of our investments in rental real estate properties in the current period. There were no dispositions in the prior year. See Note 4, Investments in Rental Real Estate Properties, in our consolidated financial statements for more information.
Our Investments
During the years ended December 31, 2023 and 2022, we had the following investments. Note that the use of the term “controlled subsidiary” is not intended to conform with U.S. GAAP definition and does not correlate to a subsidiary that would require consolidation under U.S. GAAP.
| Real Property Controlled Subsidiaries (Joint Venture Equity Investments) | Location | Type of Property | Date of Acquisition | Purchase Price (1) | Overview (Form 1-U) | ||||||||||
| RSE SW4 Controlled Subsidiary | Dallas-Fort Worth MSA | Multifamily | 06/28/2019 | $ | 40,877,070 | Initial | Update | ||||||||
| (1) | Purchase Price refers to the total price paid by us for our pro rata share of the equity in the controlled subsidiary. |
As of December 31 2023 and 2022, the Company’s investments in companies that are accounted for under the equity method of accounting also included the initial and subsequent contributions to National Lending in exchange for ownership interests. See Note 7, Related Party Arrangements for further information regarding National Lending.
| Real Property Controlled Subsidiaries (Wholly- Owned Investments) | Location | Type of Property | Approx. Square Footage at Acquisition | Date of Acquisition | Approx. Acquisition Cost | Projected Renovation Cost (1) | Projected Exit Price (1) | Projected Hold Period (1) | Overview (Form 1-U) | ||||||||||||||
| RSE E353 Controlled Subsidiary(2) | Los Angeles, CA | Multifamily | 1,800 | 03/28/2019 | $ | 775,000 | $20,000 | $1,139,000 -$1,485,000 | 10 years | Initial | Update | ||||||||||||
| (1) | Projected renovation costs, exit prices, and hold periods presented are as of the date of acquisition by the Company, and have not been subsequently updated. |
| (2) | On November 8, 2023, the underlying property at the RSE E353 Controlled Subsidiary was sold for net proceeds of $1.1 million. See further information regarding the disposition at Note 4, Investments in Rental Real Estate Properties. |
Liquidity and Capital Resources
We obtain the capital to fund our investment activities and operating expenses from secured or unsecured financings from banks, our Offerings, cash flow from operations, net proceeds from asset repayments and sales, and other financing transactions. We use our capital to originate, invest in and manage a diversified portfolio of real estate investments and fund our operations. As of December 31, 2023, we had deployed approximately $44.3 million for two investments and had approximately $4.9 million in cash and cash equivalents. The Company has a continuous funding commitment to maintain a total contribution amount of up to 5% of its assets under management to National Lending. Other than our investments, we have no additional future funding commitments. As of December 31, 2023, we anticipate that cash on hand, proceeds from Offerings, and future cash flows from operations will provide sufficient liquidity to meet future funding commitments and costs of operations for the next 12 months.
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We have no outstanding unsecured, Company level debt as of April 5, 2024 and December 31, 2023, respectively. This does not include any debt secured by the real property of our consolidated or unconsolidated investments.
We may employ leverage to enhance total returns to our shareholders through a combination of senior financing on our real estate acquisitions, secured facilities, and capital markets financing transactions. Our targeted portfolio-wide leverage after we have acquired an initial substantial portfolio of diversified investments is between 50%-85% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. During periods when we are growing our portfolio, we may employ greater leverage on individual assets (that will also result in greater leverage of the portfolio) in order to quickly build a diversified portfolio of assets. We seek to secure conservatively structured leverage that is long-term, non-recourse, non-mark-to-market financing to the extent obtainable on a cost-effective basis. To the extent a higher level of leverage is employed it may come either in the form of government-sponsored programs or other long-term, non-recourse, non-mark-to-market financing. Our Manager may from time to time modify our leverage policy in its discretion in light of then-current economic conditions, relative costs of debt and equity capital, market values of our assets, general conditions in the market for debt and equity securities, growth and acquisition opportunities or other factors. However, other than during our initial period of operations, it is our policy to not borrow more than 85% of the greater of cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. We cannot exceed the leverage limit of our leverage policy unless any excess in borrowing over such level is approved by our Manager’s investment committee.
We face challenges in order to ensure liquidity and capital resources on a long-term basis. If we are unable to raise additional funds from the issuance of common shares, we will make fewer investments resulting in less diversification in terms of the type, number and size of investments we make. We may be subject to more fluctuations based on the performance of the specific assets we acquire. Further, we have certain direct and indirect operating expenses. Our inability to raise substantial funds would increase our fixed operating expenses as a percentage of gross income and would limit our ability to make distributions.
Outlook and Recent Trends
We seek to identify and make our investments according to large macroeconomic trends precisely because we believe those trends are likely to drive outsized growth, which in turn can deliver better than average performance. The past twelve months have proven to be the single most challenging year for real estate returns since the 2008 Great Financial Crisis. At the beginning of the year, economists surveyed by Bloomberg predicted there would be a recession in 2023. Likewise, we were very much in agreement with this thinking, believing that the financial markets could not survive the fastest rate hiking cycle in modern history without eventually breaking in some form or fashion. However, upon deeper analysis we concluded that the lag between the rate hiking cycle and a potential broader market downturn may take much longer than we had initially expected, with historical data suggesting that such an event on average would be more likely to occur in the middle to end of 2024 (about 8-12 months after the Federal Reserve’s last rate increase).
While there was no broader recession in 2023, what many investors may not realize is that there was in fact, a substantial recession across nearly the entire real estate industry with values in many cases falling between 20-40%, equal to or in some instances greater than the declines that were witnessed in 2008. Although rising interest rates dragged down real estate returns throughout the year, we believe we have reached a turning point with inflation now easing and the Federal Reserve signaling an end to rate hikes. Looking ahead, we believe that just as rising interest rates pulled real estate values down, falling interest rates will act as a strong tailwind, likely pushing real estate values higher and in turn producing potentially positive results for investors going forward. As we shift to this next phase of the Federal Reserve lowering rates, we expect there to be significant buying opportunities that will present themselves.
Off-Balance Sheet Arrangements
As of December 31, 2023 and December 31, 2022, we had no off-balance sheet arrangements.
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Recent Developments
On January 9, 2024, the Company filed an offering statement qualifying up to $75.0 million in common shares for sale pursuant to Regulation A. Refer to the Company’s latest Offering Circular here for additional information.
| Item 3. | Directors and Officers |
Our Manager
We operate under the direction of our Manager, which is responsible for directing the management of our business and affairs, managing our day-to-day affairs, and implementing our investment strategy. Our Manager has established an investment committee that makes decisions with respect to all acquisitions and dispositions. The Manager and its officers and directors are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require.
We follow investment guidelines adopted by our Manager and the investment and borrowing policies set forth in our Offering Circular unless they are modified by our Manager. Our Manager may establish further written policies on investments and borrowings and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. Our Manager may change our investment objectives at any time without approval of our shareholders.
Our Manager performs its duties and responsibilities pursuant to our operating agreement. Our Manager maintains a contractual, as opposed to a fiduciary, relationship with us and our shareholders. Furthermore, we have agreed to limit the liability of our Manager and to indemnify our Manager against certain liabilities.
Executive Officers of Our Manager
As of the date of this Annual Report, the executive officers of our Manager and their positions and offices are as follows:
| Name | Age | Position | ||
| Benjamin S. Miller | 47 | Chief Executive Officer | ||
| Brandon T. Jenkins | 38 | Chief Operating Officer | ||
| Bjorn J. Hall | 43 | General Counsel, Chief Compliance Officer and Secretary | ||
| Alison A. Staloch | 43 | Chief Financial Officer |
Benjamin S. Miller currently serves as Chief Executive Officer of our Manager and has served as Chief Executive Officer and a Director of our Sponsor since its inception on March 14, 2012. Prior to Rise Companies Corp., Mr. Miller had been a Managing Partner of the real estate company WestMill Capital Partners from October 2010 to June 2012, and before that, was President of Western Development Corporation one of the largest mixed-use real estate companies in the Washington, DC metro area, from April 2006 to October 2010, after joining the company in early 2005 as its Chief Operating Officer. From 2003 until 2005, Mr. Miller was an Associate and part of the founding team of Democracy Alliance, a progressive investment collaborative. In 2001, Mr. Miller co-founded and was a Managing Partner of US Nordic Ventures, a private equity and operating company that works with Scandinavian green building firms to penetrate the U.S. market. Mr. Miller has a Bachelor of Arts from the University of Pennsylvania.
Brandon T. Jenkins currently serves as Chief Operating Officer of our Manager and has served in such capacity with our Sponsor since February of 2014, prior to which time he served as Head of Product Development and Director of Real Estate. Previously, Mr. Jenkins has served as Director of Real Estate for WestMill Capital Partners and spent two and a half years as an investment advisor at Marcus & Millichap. Mr. Jenkins has a Bachelor of Arts from Duke University.
Bjorn J. Hall currently serves as the General Counsel, Chief Compliance Officer and Secretary of our Manager and has served in such capacities with our Sponsor since February 2014. Prior to joining our Sponsor in February 2014, Mr. Hall was a counsel at the law firm of O’Melveny & Myers LLP, where he was a member of the Corporate Finance and Securities Group. Mr. Hall has a Bachelor of Arts from the University of North Dakota and received a J.D. from Georgetown University Law Center.
Alison A. Staloch currently servces as the Chief Financial Officer of our Manager and has served in such capacity with our Sponsor since April 2021. Prior to joining our Sponsor, Ms. Staloch served as the Chief Accountant of the Division of Investment Management at the U.S. Securities and Exchange Commission from December 2017 to April 2021, and before that, served as Assistant Chief Accountant from November 2015 to November 2017. From 2005 to 2015, Ms. Staloch was with KPMG LLP in the Asset Management practice. Ms. Staloch has a Bachelor of Arts in Psychology from Miami University and received a Master of Accounting from the Ohio State University.
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Compensation of Executive Officers
Each of the executive officers of our Sponsor also serves as an executive officer of our Manager. Each of these individuals receives compensation for their services, including services performed for us on behalf of our Manager, from our Sponsor. As executive officers of our Manager, these individuals serve to manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Although we indirectly bear some of the costs of the compensation paid to these individuals, through fees and reimbursements we pay to our Manager, we do not pay any compensation directly to these individuals.
Compensation of our Manager
For information regarding the compensation of our Manager, please see “Management Compensation” in our Offering Circular and Note 7, Related Party Arrangements – Fundrise Advisors, LLC, Manager in our consolidated financial statements.
| Item 4. | Security Ownership of Management and Certain Securityholders |
Principal Shareholders
The following table sets forth the approximate beneficial ownership of our common shares as of March 31, 2024 for each person or group that holds more than 10.0% of our common shares, for each executive officer of our Manager and for the executive officers of our Manager as a group. To our knowledge, each person that beneficially owns our common shares has sole voting and disposition power with regard to such shares.
| Name of Beneficial Owner (1)(2) | Number of Shares Beneficially Owned | Percent of All Shares | ||||||
| Benjamin S. Miller | 13 | * | ||||||
| Brandon T. Jenkins | 19 | * | ||||||
| Bjorn J. Hall | 80 | * | ||||||
| Alison A. Staloch | - | - | ||||||
| All executive officers of our Manager as a group (4 persons) | 112 | * | ||||||
| * | Represents less than 1.0% of our outstanding common shares. |
| (1) | Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that person has a right to acquire within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he or she has no economic or pecuniary interest. |
| (2) | Each listed beneficial owner, person or entity has an address in care of our principal executive offices at 11 Dupont Circle NW, 9th Floor, Washington, DC 20036. |
| Item 5. | Interest of Management and Others in Certain Transactions |
For further details, please see Note 7, Related Party Arrangements in Item 7, Financial Statements.
| Item 6. | Other Information |
None.
11
| Item 7. | Financial Statements |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
Fundrise Growth eREIT III, LLC
12
Members
Fundrise Growth eREIT III, LLC
Opinion
We have audited the consolidated financial statements of Fundrise Growth eREIT III, LLC and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the related consolidated statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
| F-1 |
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ RSM US, LLP
McLean, Virginia
April 5, 2024
| F-2 |
Fundrise Growth eREIT III, LLC
(Amounts in thousands, except share data)
| As of December 31, 2023 | As of December 31, 2022 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 4,946 | $ | 1,518 | ||||
| Other assets, net | 29 | 12 | ||||||
| Investments in equity method investees | 15,352 | 33,644 | ||||||
| Investments in rental real estate properties, net | - | 787 | ||||||
| Total Assets | $ | 20,327 | $ | 35,961 | ||||
| LIABILITIES AND MEMBERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 69 | $ | 63 | ||||
| Due to related party | 121 | 153 | ||||||
| Redemptions payable | 2,139 | 1,121 | ||||||
| Distributions payable | 362 | 595 | ||||||
| Notes payable – related party | - | 7,659 | ||||||
| Total Liabilities | 2,691 | 9,591 | ||||||
| Members’ Equity: | ||||||||
| Common shares, net of redemptions; unlimited shares authorized; 4,942,781 and 4,942,781 shares issued and 3,323,188 and 3,749,893 shares outstanding as of December 31, 2023 and 2022, respectively | 28,189 | 35,273 | ||||||
| Accumulated deficit | (10,553 | ) | (8,903 | ) | ||||
| Total Members’ Equity | 17,636 | 26,370 | ||||||
| Total Liabilities and Members’ Equity | $ | 20,327 | $ | 35,961 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
Fundrise Growth eREIT III, LLC
Consolidated Statements of Operations
(Amounts in thousands, except share and per share data)
| For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | |||||||
| Revenue | ||||||||
| Rental revenue | $ | - | $ | 50 | ||||
| Other revenue | 35 | - | ||||||
| Total revenue | 35 | 50 | ||||||
| Expenses | ||||||||
| Depreciation and amortization | 11 | 17 | ||||||
| Property operating and maintenance | 39 | 46 | ||||||
| Investment management fees – related party | 517 | 562 | ||||||
| General and administrative expense | 340 | 364 | ||||||
| Total expenses | 907 | 989 | ||||||
| Other income (expense) | ||||||||
| Equity in earnings | 248 | 844 | ||||||
| Interest expense – related party | (276 | ) | (236 | ) | ||||
| Gain on sale of investments in rental real estate | 299 | - | ||||||
| Total other income | 271 | 608 | ||||||
| Net loss | $ | (601 | ) | $ | (331 | ) | ||
| Net loss per basic and diluted common share | $ | (0.17 | ) | $ | (0.08 | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | 3,610,845 | 3,898,616 | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
Fundrise Growth eREIT III, LLC
Consolidated Statements of Members’ Equity
(Amounts in thousands, except share data)
| Common Shares | Accumulated | Total Members’ | ||||||||||||||
| Shares | Amount | deficit | Equity | |||||||||||||
| December 31, 2021 | 3,974,552 | $ | 39,057 | $ | (6,680 | ) | $ | 32,377 | ||||||||
| Distributions declared on common shares | - | - | (1,892 | ) | (1,892 | ) | ||||||||||
| Redemptions of common shares | (224,659 | ) | (3,784 | ) | - | (3,784 | ) | |||||||||
| Net loss | - | - | (331 | ) | (331 | ) | ||||||||||
| December 31, 2022 | 3,749,893 | $ | 35,273 | $ | (8,903 | ) | $ | 26,370 | ||||||||
| Offering costs | - | (126 | ) | - | (126 | ) | ||||||||||
| Distributions declared on common shares | - | - | (1,049 | ) | (1,049 | ) | ||||||||||
| Redemptions of common shares | (426,705 | ) | (6,958 | ) | - | (6,958 | ) | |||||||||
| Net loss | - | - | (601 | ) | (601 | ) | ||||||||||
| December 31, 2023 | 3,323,188 | $ | 28,189 | $ | (10,553 | ) | $ | 17,636 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-5 |
Fundrise Growth eREIT III, LLC
Consolidated Statements of Cash Flows
(Amounts in thousands)
| For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (601 | ) | $ | (331 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 11 | 17 | ||||||
| Intangible lease amortization | - | (23 | ) | |||||
| Equity in earnings | (248 | ) | (844 | ) | ||||
| Credit losses | - | (10 | ) | |||||
| Gain on sale of investments in rental real estate properties | (299 | ) | - | |||||
| Changes in assets and liabilities: | ||||||||
| Net (increase) decrease in other assets, net | (17 | ) | 11 | |||||
| Net increase (decrease) in accounts payable and accrued expenses | 6 | (19 | ) | |||||
| Net increase (decrease) in due to related party | (191 | ) | 114 | |||||
| Net cash used in operating activities | (1,339 | ) | (1,085 | ) | ||||
| INVESTING ACTIVITIES: | ||||||||
| Investment in equity method investees | - | (1,084 | ) | |||||
| Return of investment from equity method investees | 18,540 | 3,827 | ||||||
| Proceeds from sale of investments in rental real estate properties | 1,075 | - | ||||||
| Net cash provided by investing activities | 19,615 | 2,743 | ||||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from notes payable – related party | 3,000 | 4,500 | ||||||
| Repayment of notes payable – related party | (10,500 | ) | (1,000 | ) | ||||
| Redemptions paid | (5,940 | ) | (3,384 | ) | ||||
| Distributions paid | (1,282 | ) | (1,941 | ) | ||||
| Offering costs paid | (126 | ) | - | |||||
| Net cash used in financing activities | (14,848 | ) | (1,825 | ) | ||||
| Net increase (decrease) in cash and cash equivalents | 3,428 | (167 | ) | |||||
| Cash and cash equivalents, beginning of period | 1,518 | 1,685 | ||||||
| Cash and cash equivalents, end of period | $ | 4,946 | $ | 1,518 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid – related party | $ | 434 | $ | 140 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
Fundrise Growth eREIT III, LLC
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2023 and 2022
| 1. | Formation and Organization |
Fundrise Growth eREIT III, LLC was formed on October 5, 2018, as a Delaware limited liability company and commenced operations on February 22, 2019. As used herein, the “Company,” “we,” “our,” and “us” refer to Fundrise Growth eREIT III, LLC except where the context otherwise requires.
The Company has one reportable segment consisting of investments in real estate. The Company was organized primarily to originate, invest in and manage a diversified portfolio of real estate investments and real estate, and may also invest in real estate-related debt securities and other real estate-related assets. The Company may make its investments through majority-owned subsidiaries, some of which may have rights to receive preferred economic returns.
Investments in rental real estate properties may consist of land, homes, office and commercial space, townhomes and condominiums, and other real estate investments including real estate-related debt securities and other real estate-related assets. Each rental real estate property investment of the Company is acquired by a limited liability company that is a subsidiary of ours. These subsidiaries are wholly owned by the Company and consolidated in these financial statements.
The Company’s business is externally managed by Fundrise Advisors, LLC (the “Manager”), a Delaware limited liability company and an investment adviser registered with the Securities and Exchange Commission (the “SEC”). Subject to certain restrictions and limitations, the Manager is responsible for managing the Company’s affairs on a day-to-day basis and for identifying and making acquisitions and investments on behalf of the Company.
We operate in such a manner as to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. As of December 31, 2023 and 2022, we have not established an operating partnership or any taxable REIT subsidiaries, though we may form such entities as required in the future to facilitate certain transactions that might otherwise have an adverse impact on our status as a REIT. We have elected to treat certain wholly-owned subsidiaries as qualified REIT subsidiaries (“QRSs”). See Note 2, Summary of Significant Accounting Policies for further information on the QRSs.
The Company’s initial and subsequent offering of its common shares (the “Offering(s)”) have been conducted as a continuous offering pursuant to Rule 251(d)(3) of Regulation A (“Regulation A”) of the Securities Act of 1933, as amended (the “Securities Act”), meaning that while the offering of securities is continuous, active sales of securities may happen sporadically over the term of an Offering. The SEC adopted an amendment to increase the maximum offering amount under Tier 2 of Regulation A from $50.0 million to $75.0 million. This amendment became effective on March 15, 2021, and the Company may utilize this increased offering amount in the future. However, each Offering is subject to qualification by the SEC. The Manager has the authority to issue an unlimited number of common shares.
As of October 30, 2020, the Manager closed the Regulation A offering of common shares of the Company. On January 9, 2024, the Company filed an offering statement qualifying up to $75.0 million in common shares for sale pursuant to Regulation A.
The Company may in the future file an offering statement to qualify additional common shares for sale pursuant to Regulation A, or offer its common shares pursuant to Regulation D (“Regulation D”) of the Securities Act, as determined by the Manager.
As of December 31, 2023 and 2022, after redemptions, the Company has net common shares outstanding of approximately 3.3 million and 3.8 million, respectively, including common shares issued to Rise Companies Corp. (the “Sponsor”), the owner of the Manager. As of December 31, 2023 and 2022, the Sponsor owned 500 common shares. In addition, as of December 31, 2023 and 2022, Fundrise, L.P., an affiliate of the Sponsor, has purchased an aggregate of 9,500 common shares at $10.00 per share, in a private placement for an aggregate purchase price of $95,000. As of December 31, 2023 and 2022, the total amount of equity issued by the Company on a gross basis was approximately $49.4 million. As of December 31, 2023 and 2022, all subscriptions had settled.
| 2. | Summary of Significant Accounting Policies |
Basis of Presentation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting and conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Article 8 of Regulation S-X of the rules and regulations of the SEC. The Company has no items of other comprehensive income or loss in any period presented.
| F-7 |
Principles of Consolidation
We consolidate entities when we own, directly or indirectly, a majority interest in the entity or are otherwise able to control the entity. We consolidate variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation, if we are the primary beneficiary of the VIE as determined by our power to direct the VIE’s activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We did not have any VIEs as of both December 31, 2023 and 2022. All intercompany balances and transactions have been eliminated in consolidation.
Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.
Cash and Cash Equivalents
Cash equivalents consists of money market funds as of December 31, 2023 and 2022.
Cash may at times exceed the Federal Deposit Insurance Corporation deposit insurance limit of $250,000 per institution. The Company mitigates credit risk by placing cash with major financial institutions. To date, the Company has not experienced any losses with respect to cash.
Loss per Share
Basic loss per share is calculated on the basis of weighted-average number of common shares outstanding during the period. Basic loss per share is computed by dividing income available to members by the weighted-average common shares outstanding during the period. Diluted net loss per common share equals basic net loss per common share as there were no potentially dilutive securities outstanding during the years ended December 31, 2023 and 2022.
Offering Costs
Organizational and offering costs of the Company were initially paid by the Manager on behalf of the Company. These organizational and offering costs may include all expenses to be paid by the Company in connection with the formation of the Company and the qualification of the Offering, and the distribution of shares, including, without limitation, expenses for printing, and amending offering statements or supplementing offering circulars, mailing and distributing costs, telephones, internet and other telecommunications costs, charges of experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.
During the year ended December 31, 2023 and 2022, the Company directly incurred offering costs of approximately $126,000 and $0, respectively. Of these amounts, none remained payable as of both December 31, 2023 and 2022.
Investments in Equity Method Investees
If it is determined that we do not have a controlling interest in a joint venture through our financial interest in a VIE or through our voting interest in a voting interest entity and we have the ability to provide significant influence, the equity method of accounting is used. Under this method, the investment is originally recorded at cost and adjusted for contributions, distributions, basis difference, and to recognize our share of net earnings or losses of the affiliate as they occur, with losses limited to the extent of our investment in, advances to, and commitments to the investee.
The Company evaluates its investment in equity method investees for impairment whenever events or changes in circumstances indicate that there may be an other-than-temporary decline in value. If it is determined that an impairment exists and is other than temporary, then the Company estimates the fair value using various valuation techniques, including, but not limited to, discounted cash flow models, which consider inputs such as the Company’s intent and ability to retain its investment in the entity, the financial condition and long-term prospects of the entity, and the expected term of the investment. If the Company determined any decline in value is other-than-temporary, the Company would recognize an impairment charge to reduce the carrying value of its investment to fair value. No impairment losses were recorded related to equity method investees for the years ended December 31, 2023 and 2022.
| F-8 |
With regard to distributions from equity method investees, we utilize the cumulative earnings approach to determine whether distributions from equity method investments are returns on investment (cash inflow from operating activities) or returns of investment (cash inflow from investing activities). Using the cumulative earnings approach, the Company compares cumulative distributions received for each investment, less distributions received in prior periods that were determined to be returns of investment, with the Company’s cumulative equity in earnings. Generally, cumulative distributions received that do not exceed cumulative equity in earnings represent returns on investment and cumulative distributions received in excess of the cumulative equity in earnings represent returns of investment.
Investment in Rental Real Estate Properties
Our investments in rental properties may include the acquisition of homes, townhomes, multifamily units, office space, and condominiums held as rental properties.
In accordance with FASB ASC 805, Business Combinations, the Company first determines whether the acquisition of a property qualifies as a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the property acquired does not constitute a business, the Company accounts for the transaction as an asset acquisition. The guidance for business combinations states that when substantially all of the fair value of the gross assets to be acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the asset or set of assets is not a business. All property acquisitions to date have been accounted for as asset acquisitions.
Upon acquisition of a property, the Company assesses the fair value of acquired tangible and intangible assets (including land, buildings, site improvements, above- and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocates the purchase price (including capitalized transaction costs) to the acquired assets and assumed liabilities. The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. During this process, we also evaluate each investment for purposes of determining whether a property can be immediately rented (presented on the consolidated balance sheets as “Investments in rental real estate properties, net”) or will need improvements or redevelopment (presented on the consolidated balance sheets as “Investments in real estate held for improvement”).
The amortization of in-place leases is recorded to amortization expense on the Company’s consolidated statements of operations. The amortization of above- or below-market leases is recorded as an adjustment to rental revenue on the Company’s consolidated statements of operations. We consider qualitative and quantitative factors in evaluating the likelihood of a tenant exercising a below-market renewal option and include such renewal options in the calculation of in-place lease value when we consider these to be bargain renewal options. If the value of below-market lease intangibles includes renewal option periods, we include such renewal periods in the amortization period. If a tenant vacates its space prior to contractual termination of its lease, the unamortized balance of any in-place lease value is written off.
For rental real estate properties, significant improvements are capitalized. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. We capitalize expenditures that improve or extend the life of a property and for certain furniture and fixtures additions.
Costs capitalized in connection with rental real estate property acquisitions and improvement activities are depreciated over their estimated useful lives on a straight-line basis. The depreciation period commences upon the cessation of improvement related activities. For those costs capitalized in connection with rental real estate properties acquisitions and improvement activities and those capitalized on an ongoing basis, the useful lives range of the assets are as follows:
| Description | Depreciable Life | |
| Building and building improvements | 20 – 30 years | |
| Site improvements | 10 – 20 years | |
| Furniture, fixtures and equipment | 5 – 10 years | |
| Lease intangibles | Over lease term |
We evaluate our real estate properties for impairment when there is an event or change in circumstances that indicates an impaired value. If the carrying amount of the real estate investment is no longer recoverable and exceeds the fair value of such investment, an impairment loss is recognized. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. If the Company determines that an impairment has occurred, the affected assets must be reduced to their fair value. During the years ended December 31, 2023 and 2022, no such impairment occurred.
| F-9 |
Share Redemptions
Share repurchases are recorded as a reduction of common share par value under our redemption plan, pursuant to which we may elect to redeem shares at the request of our members, subject to certain exceptions, conditions, and limitations. The maximum number of shares purchasable by us in any period depends on a number of factors and is at the discretion of our Manager.
The Company’s redemption plan provides that on a quarterly basis, subject to certain exceptions, a member could obtain liquidity as described in detail in our Offering Circular. In the event that we amend, suspend, or terminate our redemption plan, we will file an offering circular supplement and/or Form 1-U, as appropriate, and post such information on our website to disclose such amendment.
Income Taxes
As a limited liability company, we have elected to be taxed as a C corporation. Commencing with the taxable year ending December 31, 2019, the Company operates in a manner intended to qualify for treatment as a REIT under the Internal Revenue Code of 1986, as amended. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its members (which is computed without regard to the distributions paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with U.S. GAAP). As a REIT, the Company generally will not be subject to U.S. federal income tax to the extent it distributes qualifying distributions to its members. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. No material provisions have been made for federal income taxes in the accompanying consolidated financial statements during the years ended December 31, 2023 and 2022. No gross deferred tax assets or liabilities have been recorded as of December 31, 2023 and 2022.
Beginning with the year ended December 31, 2020, we elected to treat our sole wholly-owned subsidiary as a QRS. A QRS is a corporation that is wholly-owned by the Company and is disregarded for both federal and state income tax purposes. A corporation that is a QRS shall not be treated as a separate corporation, and all assets, liabilities, and items of income, deduction, and credit of a QRS shall be treated as assets, liabilities and such items (as the case may be) of the REIT.
As of December 31, 2023, the tax period for the taxable year ending December 31, 2020 and all tax periods following remain open to examination by the major taxing authorities in all jurisdictions where we are subject to taxation.
Revenue Recognition
Rental revenue is recognized on a straight-line basis over the term of the lease. We will periodically review the collectability of our rent receivables and record an allowance for doubtful accounts for any estimated probable losses.
Recent Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update 2016-02 (“ASU 2016-02”), Leases, which changed the accounting for leases for both lessors and lessees. The guidance requires lessees to recognize right-of-use assets and lease liabilities for virtually all of their leases, including leases embedded in other contractual arrangements, among other changes. The standard was effective for annual reporting periods beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. The Company adopted the new standard as of January 1, 2022. The adoption of the new standard did not have a material impact on our consolidated financial statements.
In June 2016, the FASB issued Accounting Standards Update 2016-13 (“ASU 2016-13”), Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2022, with early adoption permitted. The Company adopted the new standard as of January 1, 2023, which did not have a material impact on our consolidated financial statements.
In November 2023, the FASB issued Accounting Standards Update (“ASU 2023-07”), which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Additionally, all disclosure requirements under the guidance are also required for entities with a single reportable segment. The amendment is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the standard to determine its impact on the Company’s disclosures.
| F-10 |
Extended Transition Period
Under Section 107 of the Jumpstart Our Business Startups Act of 2012, we are permitted to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, these financial statements may not be comparable to companies that adopt accounting standard updates upon the public business entity effective dates.
| 3. | Investments in Equity Method Investees |
The table below presents the activity of the Company’s investments in equity method investees as of and for the periods presented (amounts in thousands):
| Investments in Equity Method Investees: | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | ||||||
| Beginning balance | $ | 33,644 | $ | 35,543 | ||||
| Additional investments in equity method investees | - | 1,084 | ||||||
| Distributions from equity method investees | (18,540 | ) | (3,827 | ) | ||||
| Equity in earnings of equity method investees | 248 | 844 | ||||||
| Ending balance | $ | 15,352 | $ | 33,644 | ||||
As of December 31, 2023 and 2022, the Company’s investments in companies that are accounted for under the equity method of accounting consist of the following:
| (1) | Acquired in 2019, investments in equity method investees includes a 51% non-controlling member interest in SW4 JV LP, whose activities are carried out through Dallas SW4, comprised of four stabilized garden-style multifamily properties located in the Dallas-Fort Worth MSA. | |
| (2) | Acquired in 2019, investments in equity method investees includes the contributions to National Lending, LLC (“National Lending”), in exchange for ownership interests. As of December 31, 2023 and 2022, the carrying value of the Company’s equity method investment in National Lending was approximately $3.8 million and $3.6 million, respectively. See Note 7, Related Party Arrangements for further information regarding National Lending. |
As of and for the years ending December 31, 2023 and 2022, the condensed financial position and results of operations of the Company’s equity method investments are summarized below (amounts in thousands):
| Condensed balance sheet information: | As of December 31, 2023 | As of December 31, 2022 | ||||||
| Real estate assets, net | $ | 187,325 | $ | 192,748 | ||||
| Other assets(1) | 79,213 | 74,084 | ||||||
| Total assets | 266,538 | 266,832 | ||||||
| Mortgage notes payable | 166,228 | 134,777 | ||||||
| Other liabilities | 6,997 | 6,537 | ||||||
| Equity | 93,313 | 125,518 | ||||||
| Total liabilities and equity | $ | 266,538 | $ | 266,832 | ||||
| Company’s equity investment, net | $ | 15,352 | $ | 33,644 | ||||
| F-11 |
| (1) | As December 31, 2023 and 2022, approximately $57.3 million and $41.0 million, respectively, of “Other assets” are promissory notes receivable from other eREITs held by the Company’s equity method investment in National Lending. See Note 7, Related Party Arrangements for further information regarding National Lending. |
| Condensed income statement information: | For the Year Ended December 31, 2023 | For the Year Ended December 31, 2022 | ||||||
| Total revenue | $ | 31,501 | $ | 27,821 | ||||
| Total expenses | 27,644 | 24,943 | ||||||
| Net income | $ | 3,857 | $ | 2,878 | ||||
| Company’s equity in net income of investee | $ | 248 | $ | 844 | ||||
| 4. | Investments in Rental Real Estate Properties |
As of December 31, 2023 and 2022, we had zero and one investments in rental real estate properties.
The following table presents the Company’s investments in rental real estate properties (amounts in thousands):
| As of December 31, 2023(1) | As of December 31, 2022 | |||||||
| Land | $ | - | $ | 509 | ||||
| Building & building improvements | - | 339 | ||||||
| Furniture & fixtures | - | 4 | ||||||
| Total investment in rental real estate properties | $ | - | $ | 852 | ||||
| Less: accumulated depreciation | - | (65 | ) | |||||
| Total investment in rental real estate properties, net | $ | - | $ | 787 | ||||
| (1) | One investment in rental real estate properties was sold during the year ended December 31, 2023 for net proceeds of approximately $1.1 million and a gain on sale of approximately $299,000. |
As of December 31, 2023 and 2022, the carrying amount of the rental real estate properties above included capitalized transaction costs of approximately $0 and $17,000, respectively, which included acquisition fees paid to the Sponsor of approximately $0 and $15,000, respectively.
For the years ended December 31, 2023 and 2022, the Company recognized approximately $11,000 and $17,000, respectively, of depreciation expense on rental real estate properties.
| 5. | Distributions |
Distributions are calculated based on members of record each day during the distribution period. During the years ended December 31, 2023 and 2022, the Company’s total distributions declared to members, the Sponsor, and its affiliates were approximately $1.0 million and $1.9 million respectively. Of these amounts, approximately $3,000 and $4,000 in distributions were declared to related parties during each of the years ended December 31, 2023 and 2022, respectively. Of the distributions declared during the years ended December 31, 2023 and 2022, approximately $687,000 and $1.3 million were paid or reinvested as of December 31, 2023 and 2022, respectively. Approximately $362,000 and $595,000 remained payable as of December 31, 2023 and 2022, respectively.
| 6. | Fair Value of Financial Instruments |
We are required to disclose an estimate of fair value of our financial instruments for which it is practicable to estimate the value. U.S. GAAP defines the fair value as the price that the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. For certain of our financial instruments, fair values are not readily available since there are no active trading markets as characterized by current exchanges by willing parties.
| F-12 |
We determine the fair value of certain investments in accordance with the fair value hierarchy that requires an entity to maximize the use of observable inputs. The fair value hierarchy includes the following three levels based on the objectivity of the inputs, which were used for categorizing the assets or liabilities for which fair value is being measured and reported:
Level 1 – Quoted market prices in active markets for identical assets or liabilities.
Level 2 – Significant other observable inputs (e.g., quoted prices for similar items in active markets, quoted prices for identical or similar items in markets that are not active, inputs other than quoted prices that are observable such as interest rate and yield curves, and market-corroborated inputs).
Level 3 – Valuation generated from model-based techniques that use inputs that are significant and unobservable in the market. These unobservable assumptions reflect estimates of inputs that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow methodologies or similar techniques, which incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument or valuations that require significant management judgment or estimation.
As of December 31, 2023 and 2022, the Company’s significant financial instruments consist of cash and cash equivalents and notes payable to related parties. The carrying amount of the Company’s financial instruments approximates their fair values due to their short-term nature (Level 1).
| 7. | Related Party Arrangements |
Fundrise Advisors, LLC, Manager
The Manager and certain affiliates of the Manager will receive fees and compensation in connection with the Company’s Offering, and the acquisition, management and sale of the Company’s real estate investments.
The Company will reimburse the Manager for actual expenses incurred on behalf of the Company in connection with the selection, acquisition or origination of an investment, to the extent not reimbursed by the borrower in connection with our debt investments, whether or not the Company ultimately acquires or originates the investment. The Company will reimburse the Manager for out-of-pocket expenses paid to third parties in connection with providing services to the Company. This does not include the Manager’s overhead, employee costs borne by the Manager, utilities or certain technology costs. Expense reimbursements payable to the Manager also may include expenses incurred by the Sponsor in the performance of services pursuant to a shared services agreement between the Manager and the Sponsor (the “Shared Services Agreement”), including any increases in insurance attributable to the management or operation of the Company. For the years ended December 31, 2023 and 2022, the Manager incurred approximately $4,000 and $9,000 of costs on our behalf, respectively. As of December 31, 2023 and 2022, approximately $1,000 and $2,000 were due and payable, respectively.
The Company will pay the Manager a quarterly investment management fee of one-fourth of 0.85% of our NAV at the end of each prior quarter. This rate is determined by our Manager in its sole discretion, but cannot exceed an annualized rate of 1.00%. In addition, the Manager may in its sole discretion waive its investment management fee, in whole or in part. The Manager will forfeit any portion of the investment management fee that is waived.
During the years ended December 31, 2023 and 2022, we incurred investment management fees of approximately $517,000 and $562,000, respectively. As of December 31, 2023 and 2022, approximately $120,000 and $145,000, respectively, of investment management fees remain payable to the Manager.
The Company may be charged by the Manager a development management fee of 5.00% of total development costs, excluding property. However, such development fee is only intended to be charged if it is net of a fee being charged by the developer of the direct equity investment project or if there is no outside developer of the direct equity investment project. Our Manager may, in its sole discretion, waive its development management fee, in whole or in part. The Manager will forfeit any portion of the development management fee that is waived. As of December 31, 2023 and 2022, no development management fees have been incurred or paid to the Manager.
Additionally, the Company is required to pay the Manager for servicing any non-performing assets. The Company is required to reimburse the Manager for actual expenses incurred on our behalf in connection with the special servicing of non-performing assets. The Manager will determine, in its sole discretion, whether an asset is non-performing. For the years ended December 31, 2023 and 2022, no special servicing fees have been incurred or paid to the Manager. As of December 31, 2023 and 2022, the Manager has not designated any asset as non-performing and no special servicing fees are payable to the Manager.
| F-13 |
The Company will reimburse the Manager for actual expenses incurred on our behalf in connection with the liquidation of any of our equity investments in real estate, and we will also pay the Manager an equity disposition fee of up to 1.50% of the gross proceeds from such sale if our Manager is acting as the real estate developer or is engaged by the developer to sell the project. For the years ended December 31, 2023 and 2022, no disposition fees have been incurred. As of December 31, 2023 and 2022, no disposition fees are payable to the Manager.
Fundrise Lending, LLC
As an alternative means of acquiring loans or other investments for which we do not yet have sufficient funds, and in order to comply with certain state lending requirements, Fundrise Lending, LLC, a wholly-owned subsidiary of our Sponsor, Rise Companies Corp., or its affiliates may close and fund a loan or other investment prior to it being acquired by us. Fundrise Lending, LLC allows us the flexibility to deploy our offering proceeds as funds are raised. We then will acquire such investment at a price equal to the fair market value of the loan or other investment (including reimbursements for servicing fees and accrued interest, if any), so there is no mark-up (or mark-down) at the time of our acquisition. During the years ended December 31, 2023 and 2022, the Company did not purchase any investments that were owned by Fundrise Lending, LLC.
For situations where our Sponsor, Manager or their affiliates have a conflict of interest with us that is not otherwise covered by an existing policy we have adopted or a transaction is deemed to be a “principal transaction”, the Manager has appointed an independent representative (the “Independent Representative”) to protect the interests of the members and review and approve such transactions. Any compensation payable to the Independent Representative for serving in such capacity on our behalf will be payable by us. Principal transactions are defined as transactions between our Sponsor, Manager or their affiliates, on the one hand, and us or one of our subsidiaries, on the other hand. Our Manager is only authorized to execute principal transactions with the prior approval of the Independent Representative and in accordance with applicable law. Such prior approval may include but not be limited to pricing methodology for the acquisition of assets and/or liabilities for which there are no readily observable market prices. During the years ended December 31, 2023 and 2022, fees of approximately $13,000 and $11,000, respectively, were paid to the Independent Representative as compensation for those services and included as general and administrative expense in the consolidated statement of operations.
Fundrise, L.P., Member
Fundrise, L.P. is a member of the Company and held 9,500 shares as of December 31, 2023 and 2022. One of our Sponsor’s wholly-owned subsidiaries is the general partner of Fundrise, L.P.
Rise Companies Corp., Member and Sponsor
Rise Companies Corp. is a member of the Company and held 500 common shares as of December 31, 2023 and 2022.
For the years ended December 31, 2023 and 2022, the Sponsor incurred approximately $57,000 and $56,000 of costs on our behalf, respectively, in connection with the Shared Services Agreement. Of these amounts, approximately $0 and $6,000 were due and payable as of December 31, 2023 and 2022, respectively.
For the years ended December 31, 2023 and 2022, no acquisition fees related to investments in real estate properties were incurred or paid to the Sponsor.
Investment in National Lending, LLC
In July 2019, our Manager formed a self-sustaining lending entity, National Lending, LLC, which is financed by each of the real estate investment trusts managed by our Manager and affiliated with our Sponsor. National Lending is managed by an independent manager (the “Independent Manager”) through a management agreement at a market rate. Each eREIT contributes an amount to National Lending in exchange for ownership interests, which per the Amended and Restated Operating Agreement with National Lending should not exceed approximately 5% of its assets under management to National Lending. Accordingly, the Company has a continuous funding commitment to maintain a total contribution amount of up to 5% of its assets under management to National Lending. As of December 31, 2023 and 2022, the Company has contributed approximately $3.4 million and $3.4 million for a 5.3% and a 5.4% ownership in National Lending, respectively. See Note 3, Investments in Equity Method Investees for further information regarding the Company’s ownership interests in National Lending.
National Lending may provide short-term bridge financing through promissory notes to any of the eREITs who have contributed to it in order to maintain greater liquidity and better finance such eREIT’s individual real estate investment strategies. The promissory notes bear a market rate of interest and are generally repaid via the capital raised by each of the borrowing eREITs’ offerings. All transactions between National Lending and the borrowing eREITs are reviewed by the Independent Manager.
| F-14 |
During the year ended December 31, 2022, the Company entered into six promissory notes with National Lending. The notes were issued on January 3, 2022 in the principal amount of $1.5 million and with an interest rate of 3.5%; on March 30, 2022 in the principal amount of $1.0 million and with an interest rate of 3.5%; on June 29, 2022 in the principal amount of $1.0 million and with an interest rate of 375%; on July 12, 2022 in the principal amount of $1.0 million and with an interest rate of 4.5%; on September 24, 2022 in the principal amount of $2.0 million and with an interest rate of 5.25%; and on October 10, 2022 in the principal amount of $1.0 million and with an interest rate of 5.25%. All of the loans had maturity dates one year from the date of issuance.
During the year ended December 31, 2023, the Company extended the loan entered into on January 3, 2022 for an increased principal amount of $2.0 million with a new maturity date of January 3, 2024 and an interest rate of 6.75%. The Company also extended the loan entered into on March 30, 2022 for an increased principal amount of $2.0 million with a new maturity date of March 31, 2024 and an interest rate of 6.0%. The Company also extended the loan entered into on June 29, 2022 for an increased principal amount of $2.0 million with a new maturity date of June 30, 2024 and an interest rate of 6.0%. On July 20, 2023, the Company repaid all of the outstanding promissory notes in full, including accrued interest. As of December 31, 2023 and 2022, no principal or interest were payable to National Lending.
For the years ended December 31, 2023 and 2022, the Company incurred approximately $276,000 and $236,000, respectively, in interest expense on notes with National Lending. As of December 31, 2023 and 2022, we had outstanding accrued interest of approximately $0 and $159,000, respectively, due to National Lending.
| 8. | Economic Dependency |
Under various agreements, the Company has engaged or will engage our Manager and its affiliates to provide certain services that are essential to the Company, including investment management services, asset acquisition and disposition decisions, the sale of the Company’s common shares available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations. The Manager in turn has entered into the Shared Services Agreement to assist the Manager in providing such services. As a result of these relationships, the Company is dependent upon our Manager and its affiliates. In the event that these companies were unable to provide the Company with the respective services, the Company would be required to find alternative providers of these services.
| 9. | Commitments and Contingencies |
Legal Proceedings
As of the date of these consolidated financial statements we are not currently named as a defendant in any active or pending material litigation. However, it is possible that the Company could become involved in various litigation matters arising in the ordinary course of our business. Although we are unable to predict with certainty the eventual outcome of any litigation, management is not aware of any litigation likely to occur that we currently assess as being significant to us.
| 10. | Subsequent Events |
In connection with the preparation of the accompanying consolidated financial statements, we have evaluated events and transactions occurring through April 5, 2024, for potential recognition or disclosure.
Offering
On January 9, 2024, the Company filed an offering statement qualifying up to $75.0 million in common shares for sale pursuant to Regulation A.
As of April 5, 2024, we had raised total gross offering proceeds of approximately $49.6 million from settled subscriptions (including private placements to our Sponsor, Rise Companies Corp., and Fundrise, L.P., an affiliate of our Sponsor), and had settled subscriptions in our Offering and private placements for a gross aggregate of approximately 4,999,000 of our common shares.
| F-15 |
| Item 8. | Exhibits |
INDEX OF EXHIBITS
| * | Previously filed |
13
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized in Washington, DC on April 5, 2024.
| Fundrise Growth eREIT III, LLC | ||||
| By: | Fundrise Advisors, LLC, a Delaware limited liability company, its Manager | |||
| By: | /s/ Benjamin S. Miller | |||
| Name: | Benjamin S. Miller | |||
| Title: | Chief Executive Officer | |||
Pursuant to the requirements of Regulation A, this Annual Report has been signed below by the following persons on behalf of the issuer in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Benjamin S. Miller | Chief Executive Officer of | April 5, 2024 | ||
| Benjamin S. Miller | Fundrise Advisors, LLC | |||
| (Principal Executive Officer) | ||||
| /s/ Alison A. Staloch | Chief Financial Officer of | April 5, 2024 | ||
| Alison A. Staloch | Fundrise Advisors, LLC | |||
| (Principal Financial Officer and | ||||
| Principal Accounting Officer) |
14
