Exhibit 99.2
(b) Pro Forma Information
RODIN INCOME TRUST, INC. |
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS |
SEPTEMBER 30, 2022 |
(Unaudited) |
| Historical September 30, 2022 |
|
| Pro Forma Adjustments |
|
| Pro Forma September 30, 2022 |
| |||
Assets |
|
|
|
|
|
|
|
| |||
Cash and cash equivalents | $ | 2,515,341 |
|
| $ | 16,188,798 |
|
| $ | 18,704,139 |
|
Commercial mortgage loans, held for investment |
| 8,100,000 |
|
|
| (8,100,000 | ) |
|
| — |
|
Investment in real estate-related assets |
| 8,100,000 |
|
|
| (8,100,000 | ) |
|
| — |
|
Accrued interest receivable |
| 42,997 |
|
|
| (42,997 | ) |
|
| — |
|
Accrued preferred return receivable |
| 45,000 |
|
|
| (45,000 | ) |
|
| — |
|
Due from related party |
| 39,963 |
|
|
| — |
|
|
| 39,963 |
|
Prepaid expenses and other assets |
| 9,708 |
|
|
| — |
|
|
| 9,708 |
|
Total assets | $ | 18,853,009 |
|
| $ | (99,199 | ) |
| $ | 18,753,810 |
|
Liabilities and Equity |
|
|
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
| |||
Loan participations sold | $ | — |
|
| $ | — |
|
| $ | — |
|
Due to related party |
| 208,121 |
|
|
| (18,199 | ) |
|
| 189,922 |
|
Accounts payable and accrued expenses |
| 200,545 |
|
|
| — |
|
|
| 200,545 |
|
Distributions payable |
| 108,295 |
|
|
| — |
|
|
| 108,295 |
|
Accrued interest payable |
| — |
|
|
| — |
|
|
| — |
|
Total liabilities |
| 516,961 |
|
|
| (18,199 | ) |
|
| 498,762 |
|
Stockholders' equity |
|
|
|
|
|
|
|
| |||
Controlling interest |
|
|
|
|
|
|
|
| |||
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, |
| — |
|
|
| — |
|
|
| — |
|
Class A common stock, $0.01 par value per share, 160,000,000 shares |
| 4,085 |
|
|
| — |
|
|
| 4,085 |
|
Class T common stock, $0.01 par value per share, 200,000,000 shares |
| 2,004 |
|
|
| — |
|
|
| 2,004 |
|
Class I common stock, $0.01 par value per share, 50,000,000 shares |
| 1,757 |
|
|
| — |
|
|
| 1,757 |
|
Additional paid-in capital |
| 17,901,414 |
|
|
| — |
|
|
| 17,901,414 |
|
Retained earnings and cumulative distributions |
| 340,913 |
|
|
| (81,000 | ) |
|
| 259,913 |
|
Total controlling interest |
| 18,250,173 |
|
|
| (81,000 | ) |
|
| 18,169,173 |
|
Non-controlling interests in subsidiaries |
| 85,875 |
|
|
| — |
|
|
| 85,875 |
|
Total stockholders' equity |
| 18,336,048 |
|
|
| (81,000 | ) |
|
| 18,255,048 |
|
Total liabilities and stockholders' equity | $ | 18,853,009 |
|
| $ | (99,199 | ) |
| $ | 18,753,810 |
|
RODIN INCOME TRUST, INC. |
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 |
(Unaudited) |
|
|
|
| |||||||||
|
| Historical September 30, 2022 |
|
| Pro Forma Adjustments |
|
| Pro Forma September 30, 2022 |
| |||
Revenues: |
|
|
|
|
|
|
|
|
| |||
Interest income |
| $ | 921,925 |
|
| $ | (562,380 | ) |
| $ | 359,545 |
|
Less: Interest income related to loan participations sold |
|
| (295,134 | ) |
|
| 295,134 |
|
|
| — |
|
Total interest income, net |
|
| 626,791 |
|
|
| (267,246 | ) |
|
| 359,545 |
|
Preferred return income |
|
| 614,250 |
|
|
| (614,250 | ) |
|
| — |
|
Total revenues |
|
| 1,241,041 |
|
|
| (881,496 | ) |
|
| 359,545 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
| |||
General and administrative expenses |
|
| 101,849 |
|
|
| (25,000 | ) |
|
| 76,849 |
|
Management fees |
|
| 166,806 |
|
|
| (120,426 | ) |
|
| 46,380 |
|
Total operating expenses |
|
| 268,655 |
|
|
| (145,426 | ) |
|
| 123,229 |
|
Net income (loss) |
| $ | 972,386 |
|
| $ | (736,070 | ) |
| $ | 236,316 |
|
Weighted average shares outstanding |
|
| 791,165 |
|
|
| 791,165 |
|
|
| 791,165 |
|
Net income (loss) per common share - basic and diluted |
| $ | 1.23 |
|
| $ | (0.93 | ) |
| $ | 0.30 |
|
RODIN INCOME TRUST, INC. |
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS |
FOR THE YEAR ENDED DECEMBER 31, 2021 |
(Unaudited) |
|
|
|
| |||||||||
|
| Historical December 31, 2021 |
|
| Pro Forma Adjustments |
|
| Pro Forma December 31, 2021 |
| |||
Revenues: |
|
|
|
|
|
|
|
|
| |||
Interest income |
| $ | 1,766,451 |
|
| $ | (744,842 | ) |
| $ | 1,021,609 |
|
Less: Interest income related to loan participations sold |
|
| (737,393 | ) |
|
| 737,393 |
|
|
| — |
|
Total interest income, net |
|
| 1,029,058 |
|
|
| (7,449 | ) |
|
| 1,021,609 |
|
Preferred return income |
|
| 821,250 |
|
|
| (821,250 | ) |
|
| — |
|
Total revenues |
|
| 1,850,308 |
|
|
| (828,699 | ) |
|
| 1,021,609 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
| |||
General and administrative expenses |
|
| 101,612 |
|
|
| — |
|
|
| 101,612 |
|
Management fees |
|
| 217,434 |
|
|
| (97,361 | ) |
|
| 120,073 |
|
Total operating expenses |
|
| 319,046 |
|
|
| (97,361 | ) |
|
| 221,685 |
|
Net income (loss) |
| $ | 1,531,262 |
|
| $ | (731,338 | ) |
| $ | 799,924 |
|
Weighted average shares outstanding |
|
| 805,182 |
|
|
| 805,182 |
|
|
| 805,182 |
|
Net income (loss) per common share - basic and diluted |
| $ | 1.90 |
|
| $ | (0.91 | ) |
| $ | 0.99 |
|
RODIN INCOME TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited pro forma condensed consolidated balance sheet of the Company is presented as if the disposition described in Note 2. “Pro Forma Transaction” had occurred as of September 30, 2022. The accompanying unaudited pro forma condensed consolidated statements of operations of the Company are presented for the nine months ended September 30, 2022 and for the year ended December 31, 2021 (“Pro Forma Periods”), and include certain pro forma adjustments to illustrate the estimated effect of the Company’s Asset Assignment described in Note 2. “Pro Forma Transaction,” as if the disposition had occurred prior to the Pro Forma Period. The amounts included in the historical columns represent the Company’s historical balance sheet and operating results for the respective Pro Forma Periods presented as filed with the Securities and Exchange Commission.
The accompanying unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X and do not include all of the information and note disclosures required by generally accepted accounting principles of the United States (“GAAP”). Pro forma financial information is intended to provide information about the continuing impact of a transaction by showing how a specific transaction or group of transactions might have affected historical financial statements. Pro forma financial information illustrates only the isolated and objectively measurable (based on historically determined amounts) effects of a particular transaction and excludes effects based on judgmental estimates of how historical management practices and operating decisions may or may not have changed as a result of the transaction. Therefore, pro forma financial information does not include information about the possible or expected impact of current actions taken by management in response to the pro forma transaction as if management’s actions were carried out in previous reporting periods.
This unaudited pro forma condensed consolidated financial information is presented for informational purposes only and does not purport to be indicative of the Company’s financial results or financial position as if the transactions reflected herein had occurred, or been in effect, during the Pro Forma Periods. In addition, this unaudited pro forma condensed consolidated financial information should not be viewed as indicative of the Company’s expected financial results for future periods.
2. Pro Forma Transaction
The Asset Assignment described above in Item 2.01 represented the disposition of substantially all of the net assets of the Company included in the unaudited condensed consolidated balance sheet at September 30, 2022 and represented substantially all of the investment revenues and expenses from operations included in the Company’s unaudited condensed consolidated statements of operations in the Company’s condensed consolidated financial statements as filed with the Commission on Form 10-Q for the nine months and the quarterly period ended September 30, 2022 and substantially all of the results of operations on Form 10-K for the year ended December 31, 2021.
3. Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet
The adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet represent adjustments needed in order to present the Company’s historical balance sheet as if the disposition had occurred as of September 30, 2022. Cash and cash equivalents has been increased to reflect the net cash proceeds received by the Company on the completed Asset Assignment. Retained earnings has been decreased to reflect the value at which the Delshah Preferred Equity Interest will be assigned at pursuant to the terms of the Asset Asignment. Other adjustments reflect the elimination of the net carrying value and satisfaction of related interest income accruals upon the completed assignment of the assets.
4. Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Operations
The adjustments to the unaudited pro forma condensed consolidated statements of operations represent adjustments needed to the Company’s historical results in order to remove the historical operating results for the Pro Forma Periods and present the financial statements as if the investments had been assigned prior to January 1, 2021. These amounts represent the elimination of the operations of the investments from the historical amounts included in operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 to reflect the assignment of the assets as if the disposition had occurred as of the first day of the first Pro Forma Period presented.