UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2018
Rodin Global Property Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 333-214130 | 81-1310268 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Numbers) |
(IRS Employer Identification No.) |
110 E. 59th Street, New York, NY 10022
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 938-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☒ Emerging growth company
☒ 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.
Explanatory Note
As previously reported, on July 31, 2018, Rodin Global Property Trust, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) for the purpose of announcing the acquisition (the “Acquisition”) of an office building located in Columbus, Ohio (the “Property”), which is leased to Comenity Servicing, LLC, (the “Tenant”), a wholly-owned subsidiary of the guarantor of the lease, Alliance Data Systems Corp (“ADS” or the “Guarantor”). This Amendment No. 1 amends the Initial Form 8-K, to provide the financial statement information referred to in parts (a) and (b) of Item 9.01 below relating to the Acquisition. Except as otherwise noted, all other information in the Initial Form 8-K remains unchanged.
| Item 9.01. | Financial Statements and Exhibits |
(a) Summary Financial Data of ADS.
The table below summarizes the Property level information.
| Rent Commencement Date(1) |
Lease Expiration Date | Rentable Square Feet |
Year One Rent(2) |
Rental Escalations | Tenant Renewal Options |
Purchase Price | ||||||
| September 13, 2017 |
September 13, 2032 | 241,493 | $3,104,701 | 1.07% annual rent escalations |
One 10 year renewal option |
$46,950,000 |
| Note: | (1) Represents the commencement date of the original lease on the Property with its previous owner. The Company acquired the Property on July 31, 2018, and as such will begin earning rent from the Property at such time. |
| (2) Represents the year one rent for the Property commencing at the start date (September 13, 2017) of the original lease on the Property with its previous owner. The year one rent of $3,396,556 to be earned by the Company will commence on the date of acquisition, July 31, 2018. |
The Property is 100% leased to the Tenant, a subsidiary of ADS, which serves as the guarantor of the lease. The lease is net whereby the Tenant is responsible for operating expenses, real estate taxes, insurance, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent. The Company believes that the financial statements of ADS are most useful and relevant to investors in evaluating the relative risk profile and creditworthiness of the obligors under the terms of the lease as well as the lease guaranty. Additionally, because the Property is subject to a net lease, the historical property financial statements provide limited information other than rental income. Consequently, we have provided summarized consolidated financial statements of the Guarantor (which is inclusive of the financial statements of the Tenant) of the lease on the Property.
ADS currently files its financial statements in reports filed with the Securities and Exchange Commission (“SEC”), and the following summary financial data regarding ADS is taken from the filed Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 27, 2018 and ADS’ Quarterly Report on Form 10-Q for the period ended June 30, 2018, filed with the SEC on August 7, 2018 (dollar amounts in millions):
| For the Six Months Ended June 30, 2018 |
For the Fiscal Year Ended | |||||||||||||||
| December 31, 2017 |
December 31, 2016 |
December 31, 2015 |
||||||||||||||
| Consolidated Statements of Operations: |
||||||||||||||||
| Total revenue |
$ | 3,788.1 | $ | 7,719.4 | $ | 7,138.1 | $ | 6,439.7 | ||||||||
| Income before income taxes |
473.2 | 1,081.10 | 837 | 931.6 | ||||||||||||
| Net income |
381.8 | 788.7 | 517.6 | 605.4 | ||||||||||||
| As of June 30, 2018 |
As of the Fiscal Year Ended | |||||||||||||||
| December 31, 2017 |
December 31, 2016 |
December 31, 2015 |
||||||||||||||
| Consolidated Balance Sheets: |
||||||||||||||||
| Total assets |
$ | 28,950.9 | $ | 30,684.8 | $ | 25,514.1 | $ | 22,349.9 | ||||||||
| Long-term and other debt |
5,667.5 | 5,948.3 | 4,786.9 | 4,648.0 | ||||||||||||
| Total stockholders’ equity |
2,119.3 | 1,855.3 | 1,658.2 | 2,010.0 | ||||||||||||
For more detailed financial information regarding ADS, please refer to its financial statements and other public filings, which are publicly available on the SEC’s web site, http://www.sec.gov.
(b) Pro Forma Financial Information.
The following pro forma condensed consolidated financial statements have been prepared to disclose certain specific information with regards to the acquisition of the Property. The pro forma financial statements have been compiled and presented in accordance with Article 11 of SEC Regulation S-X.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 30, 2018, and the Company’s Quarterly Report on Form 10-Q for the six months ended June 30, 2018, filed with the SEC on August 13, 2018.
The accompanying unaudited pro forma condensed consolidated balance sheet presents our historical financial information as of June 30, 2018, as adjusted for the purchase of membership interests (the “Interests”) in the Sole Member, as defined and described below, as if this transaction had occurred on September 13, 2017.
The accompanying unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2018 and for the year ended December 31, 2017 combine the Company’s historical operations with the effects of the purchase of the Interests, as if the transaction had occurred as of September 13, 2017.
As of and on July 31, 2018, the Company, through its operating partnership, acquired, together with a subsidiary of the Company’s sponsor, Cantor Fitzgerald Investors, LLC (“CFI”), the Property at a contract purchase price of $46,950,000, exclusive of closing costs. The fee simple interest in the Property is held by a single purpose limited liability company (the “SPE”), the parent (the “Sole Member”) of which the Company owned 67% of the membership interests and CFI owned 33%. The Property was acquired from ADS Place Phase III, LLC. (the “Seller”). Seller is a third party and not affiliated with the Company or CFI.
The Property is 100% leased to the Tenant, a subsidiary of ADS. The lease is net whereby the Tenant is responsible for operating expenses, real estate taxes, insurance, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.
The Company funded the acquisition of the Interests with cash from its ongoing initial public offering.
The unaudited pro forma condensed consolidated statements of operations have been prepared by the Company’s management based upon the Company’s historical financial statements, certain historical financial information of the Property, and certain equity method accounting entries related to the acquisition of the membership interests. These pro forma statements may not be indicative of the results that actually would have occurred if the transaction had been in effect on the dates indicated, nor do they purport to represent our future financial results. The accompanying unaudited pro forma condensed consolidated statements of operations do not contemplate certain amounts that are not readily determinable, such as additional general and administrative expenses that are probable, or interest income that would be earned on cash balances.
Rodin Global Property Trust, Inc.
Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2018
(Unaudited)
| Rodin Global Property Trust, Inc. (a) |
Pro Forma Investment Income Adjustment |
Pro Forma Acquisition Adjustment |
Pro Forma Rodin Global Property Trust, Inc. |
|||||||||||||
| Assets |
||||||||||||||||
| Investment in real estate, net of accumulated depreciation of $180,511 and $86,331, respectively |
$ | 6,522,689 | $ | — | $ | — | $ | 6,522,689 | ||||||||
| Investment in real estate-related assets |
31,661,429 | — | 14,500,000 | (c) | 46,161,429 | |||||||||||
| Intangible assets, net of accumulated amortization of $84,551 and $40,437, respectively |
1,231,496 | — | — | 1,231,496 | ||||||||||||
| Cash and cash equivalents |
19,107,962 | 1,132,349 | (b) | (14,500,000 | )(c) | 5,740,311 | ||||||||||
| Stock subscriptions receivable |
22,212 | — | — | 22,212 | ||||||||||||
| Prepaid expenses and other assets |
91,493 | — | — | 91,493 | ||||||||||||
| Due from related parties |
101,520 | — | — | 101,520 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total assets |
$ | 58,738,801 | $ | 1,132,349 | $ | — | $ | 59,871,150 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Liabilities and Equity |
||||||||||||||||
| Liabilities |
||||||||||||||||
| Loan payable, net of deferred financing costs of $73,976 and $78,074, respectively |
$ | 4,426,024 | $ | — | $ | — | $ | 4,426,024 | ||||||||
| Accrued interest payable |
10,266 | — | — | 10,266 | ||||||||||||
| Distributions payable |
239,650 | — | — | 239,650 | ||||||||||||
| Due to related parties |
4,174,629 | — | — | 4,174,629 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities |
8,850,569 | — | — | 8,850,569 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 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, 2018 and December 31, 2017, respectively |
— | — | — | — | ||||||||||||
| Class A common stock, $0.01 par value per share, 160,000,000 shares authorized, and 1,333,612 and 478,956 issued and outstanding at June 30, 2018 and December 31, 2017, respectively |
13,336 | — | — | 13,336 | ||||||||||||
| Class T common stock, $0.01 par value per share, 200,000,000 shares authorized, and 623,983 and 225,652 issued and outstanding at June 30, 2018 and December 31, 2017, respectively |
6,240 | — | — | 6,240 | ||||||||||||
| Class I common stock, $0.01 par value per share, 40,000,000 shares authorized, and 264,125 and 166,296 issued and outstanding at June 30, 2018 and December 31, 2017, respectively |
2,641 | — | — | 2,641 | ||||||||||||
| Additional paid-in capital |
54,065,161 | — | — | 54,065,161 | ||||||||||||
| Accumulated deficit and cumulative distributions |
(4,200,146 | ) | 1,132,349 | (b) | — | (3,067,797 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total controlling interest |
49,887,232 | 1,132,349 | — | 51,019,581 | ||||||||||||
| Non-controlling interests in subsidiaries |
1,000 | — | — | 1,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total stockholders’ equity |
49,888,232 | 1,132,349 | — | 51,020,581 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total liabilities and stockholders’ equity |
$ | 58,738,801 | $ | 1,132,349 | $ | — | $ | 59,871,150 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (a) | Reflects the historical Consolidated Balance Sheet of the Company for the period indicated as presented in the Company's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2018. |
| (b) | Represents the pro-forma effect of income from investment in real estate-related assets received from the Property. |
| (c) | Displays the pro-forma effect of the purchase of membership interests in the Property. |
The accompanying notes are an integral part of this pro forma condensed consolidated financial statement.
Rodin Global Property Trust, Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the Six Months Ended June 30, 2018
(Unaudited)
| Rodin Global Property Trust, Inc. (a) |
Pro Forma Investment Income Adjustment |
Pro Forma Rodin Global Property Trust, Inc. |
||||||||||
| Revenues |
||||||||||||
| Rental revenues |
$ | 234,853 | $ | — | $ | 234,853 | ||||||
|
|
|
|
|
|
|
|||||||
| Total revenues |
234,853 | — | 234,853 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating expenses: |
||||||||||||
| General and administrative expenses |
959,817 | — | 959,817 | |||||||||
| Depreciation and amortization |
123,146 | — | 123,146 | |||||||||
| Management fees |
254,661 | — | 254,661 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
1,337,624 | — | 1,337,624 | |||||||||
| Other income (expense): |
||||||||||||
| Income from investments in real estate-related assets |
313,015 | 1,132,349 | (b) | 1,445,364 | ||||||||
| Interest expense |
(97,005 | ) | — | (97,005 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Total other income (expense) |
216,010 | 1,132,349 | 1,348,359 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) |
(886,761 | ) | 1,132,349 | 245,588 | ||||||||
| Net income (loss) attributable to non-controlling interest |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) attributable to common stockholders |
$ | (886,761 | ) | $ | 1,132,349 | $ | 245,588 | |||||
|
|
|
|
|
|
|
|||||||
| Weighted average shares outstanding |
1,416,046 | 1,416,046 | ||||||||||
|
|
|
|
|
|||||||||
| Net income (loss) per common share—basic and diluted |
$ | (0.63 | ) | $ | 0.17 | |||||||
|
|
|
|
|
|||||||||
| (a) | Reflects the historical Consolidated Statement of Operations of the Company for the period indicated as presented in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on August 13, 2018. |
| (b) | Represents the pro-forma effect of income from investments in real estate-related assets received from the Property. |
The accompanying notes are an integral part of this pro forma condensed consolidated financial statement.
Rodin Global Property Trust, Inc.
Pro Forma Condensed Consolidated Statement of Operations
For the Year Ended December 31, 2017
(Unaudited)
| Rodin Global Property Trust, Inc. (a) |
Pro Forma Investment Income Adjustment |
Pro Forma Rodin Global Property Trust, Inc. |
||||||||||
| Revenues |
||||||||||||
| Rental revenues |
$ | 222,675 | $ | — | $ | 222,675 | ||||||
|
|
|
|
|
|
|
|||||||
| Total revenues |
222,675 | — | 222,675 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating expenses: |
||||||||||||
| General and administrative expenses |
1,919,120 | — | 1,919,120 | |||||||||
| Depreciation and amortization |
112,883 | — | 112,883 | |||||||||
| Management fees |
127,508 | — | 127,508 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
2,159,511 | — | 2,159,511 | |||||||||
| Other income (expense): |
||||||||||||
| Income from investment in real estate-related assets |
77,615 | 678,391 | (b) | 756,006 | ||||||||
| Interest expense |
(93,176 | ) | — | (93,176 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Total other income (expense) |
(15,561 | ) | 678,391 | 662,830 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) |
(1,952,397 | ) | 678,391 | (1,274,006 | ) | |||||||
| Net income (loss) attributable to non-controlling interest |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) attributable to common stockholders |
$ | (1,952,397 | ) | $ | 678,391 | $ | (1,274,006 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Weighted average shares outstanding |
230,517 | 230,517 | ||||||||||
|
|
|
|
|
|||||||||
| Net income (loss) per common share—basic and diluted |
$ | (8.47 | ) | $ | (5.53 | ) | ||||||
|
|
|
|
|
|||||||||
| (a) | Reflects the historical Consolidated Statement of Operations of the Company for the period indicated as presented in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on March 30, 2018. |
| (b) | Represents the pro-forma effect of income from investment in real estate-related assets received from the Property. |
The accompanying notes are an integral part of this pro forma condensed consolidated financial statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RODIN GLOBAL PROPERTY TRUST, INC. | ||||||
| Date: October 12, 2018 | By: | /s/ Kenneth Carpenter | ||||
| Name: Kenneth Carpenter | ||||||
| Title: President | ||||||