Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - InPoint Commercial Real Estate Income, Inc. | ck0001690012-ex322_7.htm |
| EX-32.1 - EX-32.1 - InPoint Commercial Real Estate Income, Inc. | ck0001690012-ex321_6.htm |
| EX-31.2 - EX-31.2 - InPoint Commercial Real Estate Income, Inc. | ck0001690012-ex312_9.htm |
| EX-31.1 - EX-31.1 - InPoint Commercial Real Estate Income, Inc. | ck0001690012-ex311_8.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2020
OR
|
☐ |
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 000-55782
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
(Exact name of registrant as specified in its charter)
|
Maryland |
32-0506267 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
2901 Butterfield Road Oak Brook, Illinois |
60523 |
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (800) 826-8228
Securities registered pursuant to Section 12(b) of the Act:
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.
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Large accelerated filer |
☐ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller Reporting Company |
☒ |
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Emerging Growth Company |
☒ |
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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 ☒
As of November 11, 2020, the Registrant had the following shares outstanding: 10,151,787 shares of Class P common stock, 397,575 shares of Class T common stock, 379,326 shares of Class I common stock, 654,322 shares of Class A common stock, 50,184 shares of Class D common stock and no shares of Class S common stock.
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PART I FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Consolidated Balance Sheets as of September 30, 2020 (unaudited) and December 31, 2019 |
2 |
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3 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
22 |
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Item 3. |
40 |
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Item 4. |
41 |
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PART II OTHER INFORMATION |
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Item 1. |
41 |
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Item 1A. |
42 |
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Item 2. |
44 |
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Item 3. |
45 |
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Item 4. |
45 |
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Item 5. |
45 |
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Item 6. |
46 |
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47 |
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1
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
(Dollar amounts in thousands, except share data)
|
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September 30, 2020 (unaudited) |
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December 31, 2019 |
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ASSETS |
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Cash and cash equivalents |
|
$ |
52,828 |
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$ |
37,210 |
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Restricted cash |
|
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— |
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|
429 |
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Real estate securities at fair value |
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12,790 |
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157,869 |
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Commercial mortgage loans at cost |
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446,744 |
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504,702 |
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Real estate owned, net of depreciation |
|
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32,756 |
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|
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— |
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Finance lease right of use asset, net of amortization |
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5,543 |
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— |
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Deferred debt finance costs |
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933 |
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1,133 |
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Receivable for real estate securities sold |
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12,066 |
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— |
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Accrued interest receivable |
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1,147 |
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1,822 |
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Prepaid expenses and other assets |
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1,011 |
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|
154 |
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Total assets |
|
$ |
565,818 |
|
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$ |
703,319 |
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LIABILITIES AND EQUITY |
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Liabilities: |
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Repurchase agreements—real estate securities |
|
$ |
— |
|
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$ |
107,489 |
|
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Repurchase agreements—commercial mortgage loans |
|
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301,330 |
|
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335,805 |
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Finance lease liability |
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16,717 |
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— |
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Loan fees payable |
|
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231 |
|
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55 |
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Due to related parties |
|
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2,013 |
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|
698 |
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Interest payable |
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230 |
|
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|
652 |
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Distributions payable |
|
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866 |
|
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1,699 |
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Accrued expenses |
|
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3,611 |
|
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|
755 |
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Total liabilities |
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324,998 |
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447,153 |
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Stockholders’ Equity: |
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Class P common stock, $0.001 par value, 500,000,000 shares authorized, 10,151,787 and 10,182,305 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively |
|
|
10 |
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10 |
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Class A common stock, $0.001 par value, 500,000,000 shares authorized, 653,566 and 272,006 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
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1 |
|
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— |
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Class T common stock, $0.001 par value, 500,000,000 shares authorized, 397,251 and 121,718 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
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— |
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— |
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Class S common stock, $0.001 par value, 500,000,000 shares authorized, 0 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
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— |
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— |
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Class D common stock, $0.001 par value, 500,000,000 shares authorized, 50,081 and 41,538 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
— |
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— |
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Class I common stock, $0.001 par value, 500,000,000 shares authorized, 378,302 and 100,743 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively |
|
— |
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— |
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Additional paid in capital (net of offering costs of $24,852 and $22,718 at September 30, 2020 and December 31, 2019, respectively) |
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287,476 |
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265,963 |
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Accumulated deficit |
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(46,667 |
) |
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(9,807 |
) |
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Total stockholders’ equity |
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240,820 |
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256,166 |
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Total liabilities and stockholders’ equity |
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$ |
565,818 |
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$ |
703,319 |
|
The accompanying notes are an integral part of these consolidated financial statements
2
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, dollar amounts in thousands, except share data)
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Three-months ended September 30, |
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Nine-months ended September 30, |
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2020 |
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2019 |
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2020 |
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2019 |
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Income: |
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Interest income |
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$ |
7,667 |
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$ |
9,464 |
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$ |
26,782 |
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$ |
24,511 |
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Less: Interest expense |
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(1,983 |
) |
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(3,734 |
) |
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(8,628 |
) |
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(9,998 |
) |
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Net interest income |
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5,684 |
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5,730 |
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18,154 |
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14,513 |
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Revenue from real estate owned |
|
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365 |
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|
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— |
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365 |
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|
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— |
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Total income |
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6,049 |
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5,730 |
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18,519 |
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14,513 |
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Operating expenses: |
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Advisory fee |
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1,572 |
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1,601 |
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3,973 |
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5,086 |
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Debt finance costs |
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403 |
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271 |
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961 |
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692 |
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Directors compensation |
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25 |
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22 |
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73 |
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66 |
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Professional service fees |
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246 |
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183 |
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1,758 |
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|
492 |
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Real estate owned operating expenses |
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944 |
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— |
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|
944 |
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— |
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Depreciation and amortization |
|
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122 |
|
|
|
— |
|
|
|
122 |
|
|
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— |
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Other expenses |
|
|
209 |
|
|
|
192 |
|
|
|
681 |
|
|
|
358 |
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Total operating expenses |
|
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3,521 |
|
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|
2,269 |
|
|
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8,512 |
|
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|
6,694 |
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Other income (loss): |
|
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|
|
|
|
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|
|
|
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Reversal of (provision for) loan losses |
|
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54 |
|
|
|
— |
|
|
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(5,711 |
) |
|
|
— |
|
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Realized loss on sale of commercial loan |
|
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— |
|
|
|
— |
|
|
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(375 |
) |
|
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— |
|
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Unrealized gain (loss) in value of real estate securities |
|
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13,404 |
|
|
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(205 |
) |
|
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(5,499 |
) |
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1,585 |
|
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Realized loss on the sale of real estate securities |
|
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(9,930 |
) |
|
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— |
|
|
|
(29,218 |
) |
|
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(43 |
) |
|
Total other income (loss) |
|
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3,528 |
|
|
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(205 |
) |
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(40,803 |
) |
|
|
1,542 |
|
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Net income (loss) |
|
$ |
6,056 |
|
|
$ |
3,256 |
|
|
$ |
(30,796 |
) |
|
$ |
9,361 |
|
|
Net income (loss) per share basic and diluted |
|
$ |
0.52 |
|
|
$ |
0.32 |
|
|
$ |
(2.67 |
) |
|
$ |
1.11 |
|
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Weighted average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Basic |
|
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11,630,987 |
|
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10,116,083 |
|
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11,537,483 |
|
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|
8,407,217 |
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Diluted |
|
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11,631,431 |
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10,116,516 |
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11,537,483 |
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|
8,407,450 |
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The accompanying notes are an integral part of these consolidated financial statements
3
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited, dollar amounts in thousands)
|
For the three-months ended September 30, 2020 |
Par Value Common Stock |
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Class P |
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Class A |
|
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Class T |
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Class S |
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Class D |
|
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Class I |
|
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Additional Paid in Capital |
|
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Accumulated Deficit |
|
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Total Stockholders’ Equity |
|
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Balance as of June 30, 2020 |
$ |
10 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
287,703 |
|
|
$ |
(50,184 |
) |
|
$ |
237,530 |
|
|
Proceeds from issuance of common stock |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Offering costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(235 |
) |
|
|
— |
|
|
|
(235 |
) |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,056 |
|
|
|
6,056 |
|
|
Distributions declared |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,539 |
) |
|
|
(2,539 |
) |
|
Distribution reinvestment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
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|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Equity-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8 |
|
|
|
— |
|
|
|
8 |
|
|
Balance as of September 30, 2020 |
$ |
10 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
287,476 |
|
|
$ |
(46,667 |
) |
|
$ |
240,820 |
|
|
For the three-months ended September 30, 2019 |
Par Value Common Stock |
|
|
|
|
|
|
|
|
|
|
|
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|
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Class P |
|
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Class A |
|
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Class T |
|
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Class S |
|
|
Class D |
|
|
Class I |
|
|
Additional Paid in Capital |
|
|
Accumulated Deficit |
|
|
Total Stockholders’ Equity |
|
|||||||||
|
Balance as of June 30, 2019 |
$ |
9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
236,562 |
|
|
$ |
(7,427 |
) |
|
$ |
229,144 |
|
|
Proceeds from issuance of common stock |
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,487 |
|
|
|
— |
|
|
|
24,488 |
|
|
Offering costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,796 |
) |
|
|
— |
|
|
|
(3,796 |
) |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,256 |
|
|
|
3,256 |
|
|
Distributions declared |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,936 |
) |
|
|
(4,936 |
) |
|
Distribution reinvestment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(451 |
) |
|
|
— |
|
|
|
(451 |
) |
|
Equity-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5 |
|
|
|
— |
|
|
|
5 |
|
|
Balance as of September 30, 2019 |
$ |
10 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
256,808 |
|
|
$ |
(9,107 |
) |
|
$ |
247,711 |
|
The accompanying notes are an integral part of these consolidated financial statements
4
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited, dollar amounts in thousands)
|
For the nine-months ended September 30, 2020 |
Par Value Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Class P |
|
|
Class A |
|
|
Class T |
|
|
Class S |
|
|
Class D |
|
|
Class I |
|
|
Additional Paid in Capital |
|
|
Accumulated Deficit |
|
|
Total Stockholders’ Equity |
|
|||||||||
|
Balance as of December 31, 2019 |
$ |
10 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
265,963 |
|
|
$ |
(9,807 |
) |
|
$ |
256,166 |
|
|
Proceeds from issuance of common stock |
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,261 |
|
|
|
— |
|
|
|
24,262 |
|
|
Offering costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,135 |
) |
|
|
— |
|
|
|
(2,135 |
) |
|
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(30,796 |
) |
|
|
(30,796 |
) |
|
Distributions declared |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,064 |
) |
|
|
(6,064 |
) |
|
Distribution reinvestment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
127 |
|
|
|
— |
|
|
|
127 |
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(763 |
) |
|
|
— |
|
|
|
(763 |
) |
|
Equity-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
23 |
|
|
|
— |
|
|
|
23 |
|
|
Balance as of September 30, 2020 |
$ |
10 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
287,476 |
|
|
$ |
(46,667 |
) |
|
$ |
240,820 |
|
|
For the nine-months ended September 30, 2019 |
Par Value Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
Class P |
|
|
Class A |
|
|
Class T |
|
|
Class S |
|
|
Class D |
|
|
Class I |
|
|
Additional Paid in Capital |
|
|
Accumulated Deficit |
|
|
Total Stockholders’ Equity |
|
|||||||||
|
Balance as of December 31, 2018 |
$ |
6 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
148,650 |
|
|
$ |
(6,384 |
) |
|
$ |
142,272 |
|
|
Proceeds from issuance of common stock |
|
4 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
118,800 |
|
|
|
— |
|
|
|
118,804 |
|
|
Offering costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,117 |
) |
|
|
— |
|
|
|
(10,117 |
) |
|
Net income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,361 |
|
|
|
9,361 |
|
|
Distributions declared |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(12,084 |
) |
|
|
(12,084 |
) |
|
Distribution reinvestment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
Redemptions |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(541 |
) |
|
|
— |
|
|
|
(541 |
) |
|
Equity-based compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15 |
|
|
|
— |
|
|
|
15 |
|
|
Balance as of September 30, 2019 |
$ |
10 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
256,808 |
|
|
$ |
(9,107 |
) |
|
$ |
247,711 |
|
The accompanying notes are an integral part of these consolidated financial statements
5
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, dollar amounts in thousands)
|
|
|
For the nine-months ended September 30, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(30,796 |
) |
|
$ |
9,361 |
|
|
Adjustments to reconcile net (loss) income to cash provided by operations: |
|
|
|
|
|
|
|
|
|
Net realized loss on real estate securities |
|
|
29,218 |
|
|
|
43 |
|
|
Net unrealized loss (gain) on real estate securities |
|
|
5,499 |
|
|
|
(1,585 |
) |
|
Provision for loan losses |
|
|
5,711 |
|
|
|
— |
|
|
Realized loss on sale of commercial mortgage loan |
|
|
375 |
|
|
|
— |
|
|
Depreciation and amortization expense |
|
|
128 |
|
|
|
— |
|
|
Amortization of equity-based compensation |
|
|
23 |
|
|
|
15 |
|
|
Amortization of debt finance costs to operating expense |
|
|
961 |
|
|
|
692 |
|
|
Amortization of debt finance costs to interest expense |
|
|
60 |
|
|
|
61 |
|
|
Amortization of bond discount |
|
|
(307 |
) |
|
|
(594 |
) |
|
Amortization of origination fees |
|
|
(1,228 |
) |
|
|||