1-U 1 tv490040_1u.htm FORM 1-U

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

 

FORM 1-U

 

CURRENT REPORT

Pursuant Regulation A of the Securities Act of 1933

  

March 31, 2018

(Date of Report (Date of earliest event reported))

 

FUNDRISE WEST COAST OPPORTUNISTIC REIT, LLC

(Exact name of registrant as specified in its charter)

  

Delaware 35-2546939
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)

 

1601 Connecticut Ave., Suite 300, Washington, DC 20009
(Address of principal executive offices) (ZIP Code)

 

(202) 584-0550

(Registrant’s telephone number, including area code)

 

Common Shares

(Title of each class of securities issued pursuant to Regulation A)

 

 

 

 

 

 

Item 9.                Other Events

 

Net Asset Value as of March 31, 2018

 

As of March 31, 2018, our NAV per common share is $9.84. This NAV per common share shall be effective until updated by us on or about June 30, 2018 (or as soon as commercially reasonable thereafter), unless updated by us prior to that time.

 

Components of NAV

 

The following sets forth the calculation of NAV for our common shares:

 

BALANCE SHEETS (UNAUDITED)

 

(In thousands, except share and per share amounts) 

March 31,

2018 [1]

  

December 31,

2017 [1]

 
ASSETS          
Cash and cash equivalents  $6,232   $7,699 
Current interest receivable   334    349 
Real estate investments, at fair value   32,982    21,508 
Other assets   3    - 
Total Assets  $39,551   $29,556 
           
LIABILITIES          
Accounts payable  $67   $72 
Due to related party   117    89 
Dividends payable [2]   565    524 
Settling subscriptions   613    282 
Total Liabilities  $1,362   $967 
           
NET ASSETS CONSIST OF:          
Fundrise Equity REIT, LLC Members’ Equity:          
Common shares; unlimited shares authorized; 3,881,087 and 2,912,776 shares issued and outstanding on March 31, 2018 and December 31, 2017, respectively  $36,733   $27,618 
Retained earnings   1,456    971 
Net adjustments to fair value   -    - 
NET ASSETS  $38,189   $28,589 
NET ASSET VALUE PER SHARE, on 3,881,087 and 2,912,776 shares issued and outstanding for the periods ended March 31, 2018 and December 31, 2017, respectively [3]  $9.84   $9.81 

 

 

 

 

[1] Estimated Balance Sheets as of March 31, 2018 and December 31, 2017.

 

[2] This amount does not include accrual for dividends payable that were declared before March 31, 2018 that relate to the second quarter of 2018 or dividends payable that were declared before December 31, 2017 that relate to the first quarter of 2018, respectively.

 

[3] The total shares issued and outstanding used in the computation of net asset value per share is the estimated amount of shares immediately prior to redemptions that are processed and effective on March 31, 2018 and December 31, 2017, respectively, as the NAV per share price is used to determine the redemption price in certain cases under our redemption plan.

 

On April 1, 2018, the Company announced that its net asset value per share (“NAV”) as of March 31, 2018 is $9.84 per share of our Common Shares. This NAV per common share shall be effective until updated by us on or about June 30, 2018 (or as soon as commercially reasonable thereafter), unless updated by us prior to that time.

 

As described in the section titled “Valuation Policies” of our Offering Circular, our goal is to provide a reasonable estimate of the market value of our shares on a quarterly basis. However, the majority of our assets consist of commercial real estate properties and, as with any commercial real estate valuation protocol, the conclusions reached by us are based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. The use of different judgments, assumptions or opinions would likely result in different estimates of the value of our commercial real estate assets and investments. In addition, for any given quarter, our published NAV per share may not fully reflect certain material events, to the extent that the financial impact of such events on our portfolio is not immediately quantifiable. As a result, the quarterly calculation of our NAV per share may not reflect the precise amount that might be paid for your shares in a market transaction, and any potential disparity in our NAV per share may be in favor of either shareholders who redeem their shares, or shareholders who buy new shares, or existing shareholders. However, to the extent quantifiable, if a material event occurs in between quarterly updates of NAV that would cause our NAV per share to change by 5% or more from the last disclosed NAV, we will disclose the updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as reasonably practicable, and will update the NAV information provided on our website.

 

Our sponsor's internal accountants calculated our NAV per common share using a process that reflects (1) estimated values of each of our commercial real estate assets and investments, including related liabilities, which may be updated upon the occurrence of certain material events, (2) quarterly updates in the price of liquid assets for which third party market quotes are available, (3) accruals of our distributions payable at the end of the quarter related to the current or previous quarters, and (4) estimates of quarterly accruals, on a net basis, of our operating revenues, expenses and fees.

 

We generally receive financial and other reporting from our borrowers or unconsolidated subsidiaries on a monthly basis, so the estimated values of each of our commercial real estate assets and investments included on each NAV reporting date are generally based on the latest financial and other information reported to us or otherwise available to us, which has been rolled forward through the NAV reporting date for accruals and other items. For investments made within the previous or current quarter where we have not received our first set of reporting data from our investments, our NAV is generally based on the information we used during our regular underwriting processes and in consideration of other market data available to us. We are not aware of any events that would have a material impact on the estimated values included herein that occurred between the date of the latest information we received with respect to our investments and the NAV reporting date.

 

The per share purchase price of our Common Shares will continue to be $10 per share, as the per share purchase price shall be the greater of the then-current NAV per common share or $10. This price per share shall be effective until the next announcement of price per share by the Company, which is expected to happen within a commercially reasonable time after June 30, 2018, unless updated by us prior to that time. Redemptions of Common Shares shall be made pursuant to our redemption plan based on the then-current NAV per Common Share.

 

Share Redemption Plan Status

 

During the quarter ended March 31, 2018, we redeemed approximately 33,698 common shares pursuant to our share redemption plan.

 

 

 

 

Historical NAV Information

 

Below is the quarterly NAV per common share, as determined in accordance with our valuation policies, for each fiscal quarter from December 31, 2017 to March 31, 2018.

 

Date  NAV Per Share
December 31, 2017  $9.81
March 31, 2018  $9.84

 

Safe Harbor Statement

 

This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our Offering Statement on Form 1-A dated December 26, 2017, filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in our periodic filings and prospectus supplements filed with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  FUNDRISE WEST COAST OPPORTUNISTIC REIT, LLC
           
  By: Fundrise Advisors, LLC
  Its: Manager      
           
  By: /s/ Bjorn J. Hall      
  Name: Bjorn J. Hall      
  Title: General Counsel      

 

Date:      April 2, 2018