Rodin Global Property Trust Earnings 2019-06-30

RGPT 10Q Quarterly Report

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Balance Sheet	Income Statement	Cash Flow

10-Q 1 rgpt-10q_20190630.htm 10-Q rgpt-10q_20190630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-56043

Rodin Global Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		81-1310268
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

110 E. 59^th Street, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 938-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 12, 2019, the registrant had 2,799,460 Class A shares, 695,398 Class I shares, and 1,184,157 Class T shares of $0.01 par value common stock outstanding.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

RODIN GLOBAL PROPERTY TRUST, INC.

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION		3

Item 1. Financial Statements (Unaudited)		3

Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018		3

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and June 30, 2018		4

Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2019 and June 30, 2018		5

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and June 30, 2018		7

Notes to Consolidated Financial Statements		8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		41

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		76

Item 4. Controls and Procedures.		77

PART II - OTHER INFORMATION		78

Item 1. Legal Proceedings.		78

Item 1A. Risk Factors.		78

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		79

Item 3. Defaults Upon Senior Securities.		80

Item 4. Mine Safety Disclosures.		80

Item 5. Other Information.		80

Item 6. Exhibits.		80

Signatures		83

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

RODIN GLOBAL PROPERTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2019			December 31, 2018
Assets
Investment in real estate, net of accumulated depreciation of $2,343,805 and $791,575, respectively	$	130,539,475		$	98,590,705
Investments in real estate-related assets		21,034,336			13,047,225
Cash and cash equivalents		17,267,481			14,046,766
Intangible assets, net of accumulated amortization of $947,266 and $339,907, respectively		18,493,399			12,573,758
Deferred rent receivable		921,034			344,139
Prepaid expenses and other assets		533,715			471,805
Accrued preferred return receivable		76,241			—
Stock subscriptions receivable		—			286,918
Due from related party		2,450			—
Total assets	$	188,868,131		$	139,361,316
Liabilities and Equity
Liabilities
Loans payable, net of deferred financing costs of $787,870 and $493,875, respectively	$	73,757,314		$	51,556,125
Intangible liabilities, net of accumulated amortization of $169,709 and $15,278, respectively		4,482,607			3,809,038
Due to related parties		2,098,375			2,742,581
Deferred revenue		540,697			497,457
Distributions payable		538,785			424,967
Accrued interest payable		239,215			159,855
Accounts payable and accrued expenses		56,685			25,384
Restricted reserves		170,392			201,191
Total liabilities		81,884,070			59,416,598
Stockholders' equity
Controlling interest
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, and 0 issued and outstanding at June 30, 2019 and December 31, 2018, respectively		—			—
Class A common stock, $0.01 par value per share, 160,000,000 shares authorized, and 2,662,386 and 2,116,562 issued and outstanding at June 30, 2019 and December 31, 2018, respectively		26,624			21,166
Class T common stock, $0.01 par value per share, 200,000,000 shares authorized, and 1,147,847 and 939,185 issued and outstanding at June 30, 2019 and December 31, 2018, respectively		11,479			9,392
Class I common stock, $0.01 par value per share, 40,000,000 shares authorized, and 664,985 and 401,639 issued and outstanding at June 30, 2019 and December 31, 2018, respectively		6,650			4,016
Additional paid-in capital		114,119,507			84,467,731
Accumulated deficit and cumulative distributions		(7,440,977	)		(4,737,537	)
Total controlling interest		106,723,283			79,764,768
Non-controlling interests in subsidiaries		260,778			179,950
Total stockholders' equity		106,984,061			79,944,718
Total liabilities and stockholders' equity	$	188,868,131		$	139,361,316

See accompanying notes to consolidated financial statements

RODIN GLOBAL PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2019			2018			2019			2018
Revenues:
Rental revenues	$	2,282,406		$	117,427		$	4,205,626		$	234,853
Preferred return income		62,899			—			62,899			—
Tenant reimbursement income		219,082			—			594,995			2,669
Total revenues		2,564,387			117,427			4,863,520			237,522
Operating expenses (income):
General and administrative expenses		61,824			49,285			205,052			987,007
Depreciation and amortization		1,158,291			61,573			2,144,443			123,146
Management fees		540,126			254,661			1,067,900			254,661
Property operating expenses		219,082			—			594,995			2,669
Total operating expenses		1,979,323			365,519			4,012,390			1,367,483
Other income (expense):
Income from investments in real estate-related assets		322,904			146,055			701,222			313,015
Interest income		70,382			19,467			90,889			27,190
Interest expense		(781,268	)		(48,759	)		(1,395,502	)		(97,005	)
Total other income (expense)		(387,982	)		116,763			(603,391	)		243,200
Net income (loss)	$	197,082		$	(131,329	)	$	247,739		$	(886,761	)
Net income (loss) attributable to non-controlling interest		—			—			—			—
Net income (loss) attributable to common stockholders	$	197,082		$	(131,329	)	$	247,739		$	(886,761	)
Weighted average shares outstanding		4,275,839			1,719,648			4,008,580			1,416,046
Net income (loss) per common share - basic and diluted	$	0.05		$	(0.08	)	$	0.06		$	(0.63	)

See accompanying notes to consolidated financial statements

RODIN GLOBAL PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

	Stockholders' Equity
																Accumulated
	Common Stock												Additional			Deficit and			Non-
	Class A				Class T				Class I				Paid-In			Cumulative			controlling		Total
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Distributions			interest		Equity
Balance as of January 1, 2018		478,956	$	4,790		225,652	$	2,257		166,296	$	1,663	$	21,136,120		$	(2,270,536	)	$	1,000	$	18,875,294
Common stock		277,143		2,769		137,649		1,376		28,170		281		11,448,511			—			—		11,452,937
Common stock repurchased		—		—		—		—		—		—		—			—			—		—
Distribution reinvestment		3,244		32		1,571		16		207		3		125,055			—			—		125,106
Offering costs, commissions and fees		—		—		—		—		—		—		(668,046	)		—			—		(668,046	)
Net income (loss)		—		—		—		—		—		—		—			(755,432	)		—		(755,432	)
Distributions declared on common stock		—		—		—		—		—		—		—			(404,764	)		—		(404,764	)
Acquired non-controlling interests		—		—		—		—		—		—		—			—			—		—
Balance as of March 31, 2018		759,343	$	7,591		364,872	$	3,649		194,673	$	1,947	$	32,041,640		$	(3,430,732	)	$	1,000	$	28,625,095
Common stock		569,050		5,693		256,622		2,566		69,107		691		23,056,143			—			—		23,065,093
Common stock repurchased		—		—		—		—		—		—		—			—			—		—
Distribution reinvestment		5,219		52		2,489		25		345		3		200,758			—			—		200,838
Offering costs, commissions and fees		—		—		—		—		—		—		(1,233,380	)		—			—		(1,233,380	)
Net income (loss)		—		—		—		—		—		—		—			(131,329	)		—		(131,329	)
Distributions declared on common stock		—		—		—		—		—		—		—			(638,085	)		—		(638,085	)
Acquired non-controlling interests		—		—		—		—		—		—		—			—			—		—
Balance as of June 30, 2018		1,333,612	$	13,336		623,983	$	6,240		264,125	$	2,641	$	54,065,161		$	(4,200,146	)	$	1,000	$	49,888,232

See accompanying notes to consolidated financial statements

RODIN GLOBAL PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

	Stockholders' Equity
																				Accumulated
	Common Stock																Additional			Deficit and			Non-
	Class A						Class T						Class I				Paid-In			Cumulative			controlling			Total
	Shares			Amount			Shares			Amount			Shares		Amount		Capital			Distributions			interest			Equity
Balance as of January 1, 2019		2,116,562		$	21,166			939,185		$	9,392			401,639	$	4,016	$	84,467,731		$	(4,737,537	)	$	179,950		$	79,944,718
Common stock		263,629			2,636			113,727			1,137			148,278		1,483		13,599,025			—			—			13,604,281
Common stock repurchased		—			—			—			—			—		—		—			—			—			—
Distribution reinvestment		12,509			125			4,570			46			1,573		16		468,239			—			—			468,426
Offering costs, commissions and fees		—			—			—			—			—		—		(643,788	)		—			—			(643,788	)
Net income (loss)		—			—			—			—			—		—		—			50,657			(70	)		50,587
Distributions declared on common stock		—			—			—			—			—		—		—			(1,368,762	)		—			(1,368,762	)
Acquired non-controlling interests		—			—			—			—			—		—		—			—			—			—
Balance as of March 31, 2019		2,392,700		$	23,927			1,057,482		$	10,575			551,490	$	5,515	$	97,891,207		$	(6,055,642	)	$	179,880		$	92,055,462
Common stock		274,447			2,745			88,364			884			111,436		1,115		12,359,412			—			—			12,364,156
Common stock repurchased		(18,774	)		(188	)		(3,037	)		(30	)		—		—		(542,663	)		—			—			(542,881	)
Distribution reinvestment		14,013			140			5,038			50			2,059		20		533,057			—			—			533,267
Offering costs, commissions and fees		—			—			—			—			—		—		(598,424	)		—			—			(598,424	)
Net income (loss)		—			—			—			—			—		—		—			197,082			—			197,082
Distributions declared on common stock		—			—			—			—			—		—		—			(1,582,417	)		—			(1,582,417	)
Acquired non-controlling interests		—			—			—			—			—		—		4,476,918			—			80,898			4,557,816
Balance as of June 30, 2019		2,662,386		$	26,624			1,147,847		$	11,479			664,985	$	6,650	$	114,119,507		$	(7,440,977	)	$	260,778		$	106,984,061

See accompanying notes to consolidated financial statement

RODIN GLOBAL PROPERTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months
	Ended June 30,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	247,739		$	(886,761	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,169,994			127,244
Gains from investments in real estate-related assets		(701,222	)		(313,015	)
Amortization of above-market lease intangibles		15,147			15,148
Amortization of below-market lease intangibles		(154,431	)		—

10-Q	2019-06-30	Quarter: 2019-06-30
10-Q	2019-03-31	Quarter: 2019-03-31
10-K	2018-12-31	Annual: 2018-12-31
10-Q	2018-09-30	Quarter: 2018-09-30
10-Q	2018-06-30	Quarter: 2018-06-30
10-Q	2018-03-31	Quarter: 2018-03-31
10-K	2017-12-31	Annual: 2017-12-31
10-Q	2017-09-30	Quarter: 2017-09-30
10-Q	2017-06-30	Quarter: 2017-06-30
10-Q	2017-03-31	Quarter: 2017-03-31

8-K	2019-09-28	Enter Agreement, Shareholder Rights, Exhibits
8-K	2019-09-26	Other Events
8-K	2019-06-26	Enter Agreement, Amend Bylaw, Shareholder Vote, Exhibits
8-K	2019-04-30	Enter Agreement, Off-BS Arrangement
8-K	2019-02-12	Other Events
8-K	2019-01-02	Other Events
8-K	2018-11-07	Enter Agreement, M&A, Exhibits
8-K	2018-07-31	Enter Agreement, M&A, Off-BS Arrangement, Exhibits
8-K	2018-06-29	Enter Agreement, Exhibits
8-K	2018-06-05	Shareholder Vote
8-K	2018-02-14	Other Events
8-K	2018-02-01	Enter Agreement, M&A, Off-BS Arrangement, Exhibits

FXE	Invesco Currencyshares Euro Trust	215
FNRN	First Northern Community Bancorp	169
GST	Gastar Exploration	116
ZMTP	Zoom Telephonics	19
OPXS	Optex Systems Holdings	14
NIMU	Non Invasive Monitoring Systems	12
JONE	Jones Energy	2
BLBX	Blackboxstocks	0
TCKI	Turnkey Capital	0
MZOR	Mazor Robotics	0

EX-10.5	rgpt-ex105_120.htm
EX-31.1	rgpt-ex311_10.htm
EX-31.2	rgpt-ex312_11.htm
EX-32	rgpt-ex32_8.htm