APPROVED FOR USE IN OHIO - Resource Real Estate Opportunity

INVESTMENT OVERVIEW
APPROVED FOR USE IN OHIO
Consider the Following Risk Factors
Before Investing
» No public market currently exists for our shares of common stock, and we have no current plans to list our shares
on an exchange.
» We set the offering price arbitrarily. This price is unrelated to the book or net value of our assets or to our expected
operating income.
» We have a limited operating history, and as of December 31, 2012, our total assets were $180.5 million and consisted primarily
of $142.3 million of investments, $29.9 million of cash and $3.0 million of deferred offering costs. We have not identified all of
the investments to acquire with the proceeds of this offering; consequently, you will not have the opportunity to evaluate all of
our investments before we make them.
» We are dependent on our advisor and its affiliates to select investments and conduct our operations and this offering.
Our advisor has a limited operating history and no experience operating a public company.
» We pay substantial fees and expenses to our advisor, its affiliates and broker-dealers, whose payments increase the risk
that you will not earn a profit on your investment.
» Our executive officers and some of our directors face conflicts of interest.
» We may lack diversification if we raise substantially less than the maximum offering.
» Property values may fall due to environmental, economic or other reasons. A change in interest rates can negatively impact
our performance.
» There are restrictions on the ownership and transferability of our shares of common stock. See “Description of Shares –
Restriction on Ownership of Shares” found in the prospectus.
» Our charter permits us to pay distributions from any source, including from offering proceeds, borrowings, sales of assets
or waivers or deferrals of fees otherwise owed to our advisor. To the extent these distributions exceed our net income or net
capital gain, a greater proportion of your distributions will generally represent a return of capital as opposed to current income
or gain, as applicable. Our organizational documents do not limit the amount of distributions that we can fund from sources
other than from cash flows from operations.
» We may change our targeted investments without stockholder consent.
» Some of the other programs sponsored by our sponsor, Resource Real Estate, Inc. (“Resource Real Estate”), have experienced
adverse business developments or conditions.
» Assuming all else is equal, REITs investing in “opportunistic” commercial real estate generally have a higher level of risk
associated with them compared to those investing in core and value-add properties. This is based on the premise that
“opportunistic” investing is designed to generate returns through capital appreciation rather than income.
» There are inherent risks associated with investing in real estate including but not limited to interest rate fluctuations,
market conditions, property values, natural hazards and occupancy rates. Disruptions in the financial markets and sluggish
economic conditions could adversely impact our ability to implement our business strategy and generate returns.
Additionally, if we are unable to find suitable investments, we may not be able to achieve our investment objectives
or pay distributions.
This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein; an offering is made only
by prospectus. This information must be preceded or accompanied by a prospectus in order to understand fully all of the
implications and risks of the offering. Neither the attorney general of the state of New York nor any other state regulators
have passed on or endorsed the merits of this offering. Any representation to the contrary is a criminal offense. Shares offered
through Resource Securities, Inc., an affiliate of Resource Real Estate and member – FINRA, SIPC.
The Resource Real Estate Opportunity REIT's objective is to
invest for growth. The Opportunity REIT seeks to buy distressed multifamily
properties at deep discounts and then turn them around by fixing them and
attempting to stabilize their occupancy rates. As the properties generate
income, the Opportunity REIT distributes that income to its investors.
Eventually, however, the properties will be sold in order to monetize
any value created.
Asset Currently Owned by the Opportunity REIT
Williamsburg of Cincinnati
Resource Real Estate – More Than 20 Years
of Real Estate Investing Experience
Resource Real Estate, the sponsor of the Opportunity REIT, has a 20+ year track record of “opportunistic” real estate
investing.1 We currently own and manage a real estate portfolio with an aggregate value of approximately
$1.7 billion. This is comprised of over 24,000 apartment units across 66 multifamily communities in 18 states.2
These properties are owned by Resource Real Estate, the sponsor of the Opportunity REIT,
and are indicative of the types of properties in which the Opportunity REIT seeks to invest.
Resource Real Estate – Expertise in Multifamily Properties
Resource Real Estate invests across all types of value-add and opportunistic commercial real estate.
Traditionally, however, we have had a focus on the multifamily sector. We often acquire a property by buying
a distressed loan at a deep discount and then taking possession of the property through foreclosure.
An important part of our business model is our comprehensive property management platform –
Resource Residential. This highly specialized division of Resource Real Estate is responsible for fixing
and attempting to stabilize properties once they have been acquired. Unlike most property managers,
Resource Residential specializes in distressed real estate operations and manages properties to create value
for investors. Ultimately, we seek to monetize this value by selling the properties.
Resource Real Estate – A Subsidiary of Resource America, Inc.
Resource America, Inc. a specialized asset management company with a focus on alternative investment solutions.
Resource America has approximately $15.3 billion in assets under management as of December 31, 2012, diversified across
real estate, equipment leasing, financial fund and private equity offerings. Resource America is publically traded on the
NASDAQ under the ticker symbol REXI.
1
2
“Opportunistic” real estate investing is designed to generate returns predominantly through capital appreciation.
2 Data as of December 21, 2012
Resource Real Estate – More Than 20 Years of Real Estate Investing Experience
Resource Real Estate’s Distressed Investing Track Record
Resource Real Estate has been buying, fixing and selling distressed real estate through a number of economic
and interest rate cycles. This experience has helped refine our strategy to what it is today – a disciplined and
repeatable investment process designed to generate returns in a risk-controlled fashion. The table below illustrates
Resource Real Estate’s distressed investments that have been purchased and sold since 2002.
$20M
$100M
Acquisition
Cost
Loans < $10M
Loans > $10M
$80M
$60M
$40M
Net Cash
Profit
Net Cash
Loss
$15M
$10M
$5M
$20M
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Some of Resource Real Estate’s prior programs have experienced adverse business developments. For example, several programs have experienced lower
than originally expected cash flows from operations and have had to utilize cash from reserves to supplement cash flow. In addition, several
programs have had to fund distributions with combinations of operating cash flow, sale proceeds and reserves and advances from our sponsor or its
affiliates. Finally, operating cash flow available after distributions has been adversely affected by timing issues with rent collection and the payment of expenses
such as real estate taxes under appeal, causing either excess or deficit cash flows after distributions for a given period.
Several of the properties listed above experienced negative operating results: details of those results are listed below:
» Mill Spring Apartments was purchased in 1996 for $2,528,976. Due to an adverse operating environment and market challenges, the property resulted in
a net loss of $23,360 when sold in 2003.
» Locke Mill Plaza Condos was purchased in 1995 for $1,278,143. Due to a challenging market and unbudgeted expenses, the property resulted in a net loss
of $1,109,962 when sold in 2006.
» The Redick Hotel was purchased in 1997 for $3,545,421. Due to unforeseen expenses, the property resulted in a net loss of $272,724 when sold in 2006.
» Regency Park was purchased in 2008 for $7,248,190. Due to challenging market conditions and higher than expected expenses, the property resulted in
a net loss of $1,741,688 when sold in 2011.
» The Enclave was purchased in 2009 for $6,893,530. Due to challenging market conditions and higher than expected expenses, the property resulted in a
net loss of $1,070,867 when sold in 2012.
Acquisition cost includes costs related to original purchase of 1st mortgage investment and costs incurred to maintain investment, including CAPX.
Net cash is excess or deficient cash receipts, including sale proceeds, over cash expenditures. There may be post-close transactions that may impact the net
cash flow and internal rate of return (“IRR”). Note: Past performance does not guarantee future results. Shares of Resource Real Estate, Inc. are not being
offered. Resource Real Estate Opportunity REIT, Inc. does not own any of the properties referenced above.
Resource Real Estate – More Than 20 Years of Real Estate Investing Experience
3
Why Invest in Multifamily Real Estate
Currently, There is an Increase in
Demand for Apartments as “Gen Y” Enters
Their Prime Rental Age
“Gen Y” is the largest American demographic to enter the rental market since
the Baby Boomers in the 1980s.
“Gen Y” in Prime Renting
Life Stage
46 MM
44 MM
42 MM
40 MM
38 MM
Expected
Life Cycle
of The
Opportunity
REIT
36 MM
34 MM
32 MM
30 MM
28 MM
Source: National Center for Health Statistics, National Vital Statistics, Live Births in the United States.
4
Why Invest in Multifamily Real Estate
20
30
20
26
20
22
20
19
15
20
12
20
09
20
06
20
02
20
98
19
94
19
90
19
86
19
82
19
78
19
19
74
26 MM
As Homeownership Rates Fall Across the U.S.,
More People are Moving into Apartments
For a variety of reasons, but predominantly due to the recession, homeownership in the United States
is on the decline, and the number of renters is on the rise. At the peak of the housing boom in 2004
and 2005, homeownership rates stood at approximately 69%. As of the middle of 2012, the rate had
fallen to 65%. This implies that approximately 4 million people who were once homeowners have
become renters over the past few years.
70%
120 MM
69%
Renters
67%
100 MM
66%
90 MM
65%
64%
80 MM
Homeownership Rate*
68%
63%
62%
70 MM
61%
60%
7
19 0
7
19 1
7
19 2
7
19 3
74
19
7
19 5
7
19 6
7
19 7
7
19 8
7
19 9
8
19 0
8
19 1
8
19 2
8
19 3
84
19
8
19 5
8
19 6
8
19 7
88
19
8
19 9
9
19 0
9
19 1
9
19 2
9
19 3
94
19
9
19 5
9
19 6
9
19 7
9
19 8
9
20 9
0
20 0
0
20 1
0
20 2
0
20 3
04
20
0
20 5
0
20 6
0
20 7
0
20 8
0
20 9
10
20
1
20 1
12
60 MM
19
Renters (in millions)
110 MM
Homeownership Rate
* The number of Americans who own their own home has dropped from a peak of 69% in late 2004 to
65% in 2012. One percentage point drop in homeownership rate equals approximately 1 million renters.
This decline represents more than 4 million new renters to the market.
Source: U.S. Census Bureau. Housing Vacancies and Homeownership, Q3, 2012
Why Invest in Multifamily Real Estate
5
Why Invest in Multifamily Real Estate
Today, There Is a Low Supply of
Quality Apartments Available to Renters
Currently, there is a lack of quality apartment housing on the market. Much of what is available
is in disrepair and offers less than desirable living conditions because the communities are old
and have not been managed properly. Additionally, due to the recession, new apartment
construction is at historically low levels.
As reflected in the chart below, the last major apartment building boom was in the mid-1980s.
600
Annual Completions (1,000s)
500
400
300
Average Number of Annual Apartments
Built Since 1970 = 214,000
200
100
19
7
19 0
7
19 1
7
19 2
7
19 3
7
19 4
7
19 5
7
19 6
7
19 7
7
19 8
7
19 9
8
19 0
8
19 1
8
19 2
8
19 3
8
19 4
8
19 5
8
19 6
8
19 7
8
19 8
8
19 9
9
19 0
9
19 1
9
19 2
9
19 3
9
19 4
9
19 5
9
19 6
9
19 7
9
19 8
9
20 9
0
20 0
0
20 1
0
20 2
0
20 3
04
20
0
20 5
0
20 6
0
20 7
0
20 8
0
20 9
1
20 0
20 11
12
*
0
Source: U.S Census Bureau. Survey of Market Absorption, Q2, 2012
6
Why Invest in Multifamily Real Estate
Asset Currently Owned by the Opportunity REIT
Arcadia at Westheimer
Economic Distress – Creating
Investment Opportunities Today
Approximately $1.7 Trillion of Commercial
Real Estate Related Debt is Maturing Between 2013-2016.
Over 400 Billion Underwater
Holders of the debt that is “underwater” are looking for resolution
– either through refinancing, selling the debt or selling the property.
In today’s environment, refinancing is an unlikely option.
Maturing Balance (Billions)
$400 BN
$300 BN
$200 BN
$100 BN
$0 BN
2013
2014
Within Terms
2015
2016
Underwater*
* Underwater defined as greater than 100% LTV (“Loan to Value Ratio”).
Source: Trepp, LLC., Q4, 2012
8
Economic Distress – Creating Investment Opportunities Today
There is Approximately $30 Billion of
Distressed Multifamily Real Estate on the Market
The loose lending standards of the 2000s fueled billions of dollars in real estate loans that are currently
approaching or in default. In the beginning of 2012, there was more than $30 billion of distressed multifamily
real estate on the market. And as a result of the credit crisis, banks have significantly reduced
the amount of credit available to borrowers. This makes it difficult to secure new loans or refinance existing
loans. Often, selling the debt at a significant discount to investors like the Opportunity REIT,
is the only option for many of the current holders.
$45 BN
$40 BN
Outstanding Distress
$35 BN
$30 BN
$25 BN
$20 BN
$15 BN
$10 BN
$5 BN
$0 BN
Office
Multifamily
Retail
Land
Hotel
Industrial
Other
Distressed real estate includes assets in foreclosures, bankruptcy, in the process of restructuring or modification,
delinquent or defaulted, funding stopped, maturing or past due loan, abandoned, stalled or fraudulent.
Source: Real Capital Analytics - Review & Lender Composition, October 2012
Economic Distress – Creating Investment Opportunities Today
9
The Opportunity REIT – Investing For Growth
Through Distressed Multifamily Real Estate
What is Distressed Real Estate?
There are generally three types of “Distressed” real estate conditions:
Market Distress, Seller Distress and Property Distress. Let’s look at these in more detail.
1. Market Distress
This refers to the general market conditions and how they impact real estate.
If the overall economy is weak and the real estate market is depressed,
this is considered Market Distress.
2. Seller Distress
This refers to the scenario when a real estate owner’s financial status is compromised
and the owner is under significant pressure to sell a property into a low-priced environment.
Often, the loan on the property is approaching default or is in default and the owner is forced
to sell the property at a significant discount.
3. Property Distress
This refers to when a property is mismanaged and falls into disrepair as a result of
poor operating economics. Property distress is most often a result of the combination
of seller distress and market distress. Multifamily housing is typically the
most vulnerable sector to property distress.
Scan to View
Video Presentation
10
The Opportunity REIT – Investing For Growth Through Distressed Multifamily Real Estate
Properties Acquired by the Opportunity REIT
Seller Distress and Property Distress create most of the investment opportunities for the Opportunity REIT.
The Opportunity REIT typically acquires a property by initially buying the distressed loan from a
bank or financial institution. These institutions are often eager to unload these loans because...
» They are ill-equipped to manage the real estate if they are required to foreclose on the property
» Defaulted loans are destructive to their business – negatively impacting their balance sheet,
stock valuation and capital ratios.
» Over Leveraged Properties
» Weak Economy
Market Distress
3
» Typically Multifamily
Properties Acquired Through
Distressed Loans
» Substantial Discount
to Replacement Value
» Target Deal Size
of $5-$15 Million
Seller Distress
» Typically Resulting
from Market &
Seller Distress
» Apartments
Typically Most
Vulnerable
» Poor Property
Management
& Economics
4
Property Distress
The Opportunity REIT
1
Campus Club Apartments;
2
Cannery Lofts;
3
Vista Apartment Homes;
4
Park Forest Apartments
1
2
» Forced Sale
into a Low Priced
Environment
» Troubled Loans
Assets Currently Owned by the Opportunity REIT
The Opportunity REIT – Investing For Growth Through Distressed Multifamily Real Estate
11
The Opportunity REIT’s Investment Process
The Opportunity REIT Has a Clearly Defined
and Repeatable Four-step Investment Process.
The Opportunity REIT is designed to generate investor returns through capital
appreciation by buying, fixing, stabilizing and selling multifamily properties.1
Step 1: Buy it
Step 2: Fix it
Step 3: Stabilize it
Step 4: Sell it
» Goal: Buy distressed
real estate related
investments at
significant discounts.
Typically this is done
by initially acquiring
the debt underlying
the properties.
» Goal: Fix the
properties once
they are acquired.
The Opportunity REIT
often takes possession
through property
foreclosure.
» Goal: Attempt
to stabilize the
properties by reaching
occupancy rates
of 90% and making
the property
profitable again.
» Goal: Sell the
property to income2
seeking investors
looking for stabilized,
cash flowing
apartment communities.
Asset Currently Owned by the Opportunity REIT
Arcadia at Westheimer
1
There is no assurance that the Opportunity REIT will be able to achieve these objectives.
Any potential cash distributions are intended to be paid from property cash flow; however, our charter permits us
to pay distributions from any source including offering proceeds, borrowings, sales of assets, or waivers or deferrals
of fees otherwise owed to our advisor.
2
12
The Opportunity REIT’s Investment Process
Asset Currently Owned by the Opportunity REIT
Skyview at Palm Center
What Makes the
Opportunity REIT Unique
In Summary – Why You Should Consider the Opportunity REIT
» The Opportunity REIT is a growth REIT. It invests in distressed multifamily housing,
with the objective of generating investor returns through capital appreciation.
» The Opportunity REIT can serve as a complement to other investments.
Often investors use the Opportunity REIT as a complement to their income REITs
OR as an alternative to traditional equities.
» The Opportunity REIT is actively managed. The REIT’s objective is to buy properties
at deep discounts, fix and attempt to stabilize them to create value, and then sell
the properties after holding them for a period of two to six years.1
» The Opportunity REIT has a hurdle rate2 of 10%. The REIT needs to return the investors’
original investment, plus an additional 10% for each year they are invested in the offering, before
Resource Real Estate shares in any potential profits generated by the Opportunity REIT.
Asset Currently Owned by the Opportunity REIT
Deerfield Luxury Townhomes
Asset Currently Owned by the Opportunity REIT
Campus Club
1
Economic conditions and market conditions, and changes in REIT regulations, may cause us to adjust our expected holding period in order to
maximize potential returns.
2
The sponsor’s possible participation in profits is in addition to the fees and expenses paid to the sponsor as outlined in the prospectus.
Returns are not guaranteed.
14
What Makes the Opportunity REIT Unique
The Opportunity REIT Offering Highlights
Size of Offering:
Price per Share:
Minimum Investment:
Hurdle Rate:
Historical Stock Distributions:
Q4 2012 Distributions:
Q1 2013 Distributions:
Current Cash Distributions:
Investor Suitability:
$750 million
$10.00
$2,500 per investor
10%1
6% annualized paid quarterly2
1.5% comprised of half cash and half stock3
1.5% comprised of half cash paid monthly and half stock paid quarterly4
$0.025 per share paid monthly5
Net worth of at least $250,000 or gross annual income of at least $70,000
and a net worth of at least $70,0006
Advisor Investment: Minimum of 1% investment up to $2.5 million
Disposition Strategy: Anticipated liquidity event 3-6 years after the end of the offering7
Asset Currently Owned by the Opportunity REIT
Flagstone Gardens
1
2
3
4
5
6
7
Asset Currently Owned by the Opportunity REIT
The Redford Apartments
Investors need to achieve a 10% cumulative, non-compounded annual rate of return based on the price paid for each share before Resource Real Estate participates
in sharing of profit. Resource Real Estate’s possible participation in profits is in addition to the fees and expenses paid to the sponsor as outlined in the prospectus.
Returns are not guaranteed.
This stock distribution is based on a 1.5% quarterly distribution paid to shareholders of record beginning 2/28/11 and ending 9/30/12. Stock distributions may
have a dilutive effect on future shareholders and are not guaranteed.
The Q4 2012 cash and stock distributions were based on a 1.5% quarterly distribution paid to shareholders of record as of 12/31/12. Cash and stock distributions
are not guaranteed, are at the discretion of the Opportunity REIT board and are subject to change based on a number of variables.
The Q1 2013 monthly cash and quarterly stock distributions were based on a 1.5% distribution paid to shareholders of record as of 1/31/13, 2/28/13 and 3/29/13,
respectively. Cash and stock distributions are not guaranteed.
Current cash distributions equal $0.025 per share of common stock for shareholders of record as of 4/30/13, 5/31/13 and 6/28/13, respectively. Cash distributions
are not guaranteed.
Suitability standards vary from the standards above in Alabama (AL), Iowa (IA), Kansas (KS), Kentucky (KY), Massachusetts (MA), Michigan (MI), Nebraska (NE),
Ohio (OH), Oregon (OR), Pennsylvania (PA) and Tennessee (TN) and may vary in other states - please see prospectus for additional information.
Liquidity event is not guaranteed.
What Makes the Opportunity REIT Unique
15
How a Growth REIT Like the Opportunity REIT
Can Diversify Your Portfolio
The Opportunity REIT – A Complement to Your Income REITs
As an investor you may already be investing in REITs as a means of gaining exposure to
real estate, providing portfolio diversification, and potentially generating a stream of income.
A growth REIT, such as the Opportunity REIT, can play an important role in your portfolio –
especially as you look to diversify across a number of different alternative investment options.
A growth REIT, which most often distributes little or no income, can serve as a complement to
an income REIT or as a substitute to a more traditional growth-oriented investment like a stock.
As you review the real estate investments in your portfolio, be sure to consider adding
the Opportunity REIT as a complement to your income REITs. This strategy can potentially
increase the risk-adjusted total return of the real estate portion of your portfolio.
This is a hypothetical illustration and does not suggest a specific portfolio allocation.
16
How a Growth REIT Like the Opportunity REIT Can Diversify Your Portfolio
Your Next Steps
Work with your financial advisor to determine
the role of a growth REIT in your investment portfolio
and learn more about the Opportunity REIT.
For more information, call (866) 773-4120
or visit us online at www.ResourceREIT.com
and www.resourcerei.com.
How a Growth REIT Like the Opportunity REIT Can Diversify Your Portfolio
17
Suitability Standards
The shares we are offering through the prospectus are suitable only as a long-term investment
for persons of adequate financial means and who have no need for liquidity in this investment.
Because there is no public market for our shares, you will have difficulty selling your shares.
In consideration of these factors, we have established suitability standards for investors in this
offering and subsequent purchasers of our shares. These suitability standards require that a
purchaser of shares have either:
» a net worth of at least $250,000; or
» gross annual income of at least $70,000 and a net worth of at least $70,000.
Suitability standards vary from the standards above in Alabama (AL), Iowa (IA), Kansas (KS), Kentucky (KY),
Massachusetts (MA), Michigan (MI), Nebraska (NE), Ohio (OH), Oregon (OR), Pennsylvania (PA)
and Tennessee (TN) and may vary in other states – please see prospectus for additional information.
RESOURCE REAL ESTATE, INC.
One Commerce Square
2005 Market Street, 15th Floor
Philadelphia, PA 19103
For information, call (866) 773-4120
or email [email protected]
www.ResourceREIT.com
IO-REIT1-L2 040813