UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 20, 2020
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland (State or other jurisdiction | 000-55782 (Commission File | 32-0506267 (I.R.S. Employer |
|
|
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2901 Butterfield Road Oak Brook, Illinois |
| 60523 |
(Address of principal executive offices) |
| (Zip Code) |
(800) 826-8228
(Registrant’s telephone number, including area code)
N/A
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a‑12 under the Exchange Act |
| ☐ | Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act |
| ☐ | Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act |
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 |
| None |
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☑
ITEM 2.02.Results of Operations and Financial Condition
The information in Item 7.01 is incorporated by reference into this Item 2.02 and is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such act, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 7.01. Regulation FD Disclosure.
Furnished as Exhibits 99.1 and 99.2 to this Current Report, respectively, are a letter from InPoint Commercial Real Estate Income, Inc. (“we” or the “Company”) to the Company’s stockholders and presentation materials, both of which include updated information regarding the Company’s investment portfolio that is being shared with broker-dealers and financial advisors to the Company’s stockholders. The information contained in Exhibits 99.1 and 99.2 is incorporated into this Item 7.01 disclosure by reference.
The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 8.01. Other Events.
June 30, 2020 NAV per Share
We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is typically updated as of the last calendar day of each month, is posted on our website at www.inland-investments.com/inpoint. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the prospectus dated May 3, 2019, as supplemented, for how our NAV is determined. Our advisor, Inland InPoint Advisor, LLC, is ultimately responsible for determining our NAV. The valuation of our commercial real estate loan portfolio is reviewed by our independent valuation advisor. We have included a breakdown of the components of total NAV and NAV per share as of June 30, 2020.
Our total NAV presented in the following table includes the NAV of our Class A, Class T, Class S, Class D, and Class I common stock sold in our public offering, as well as our Class P common stock, which was issued in our prior private offering. As of June 30, 2020, we had not issued any Class S shares. The following table provides a breakdown of the major components of our total NAV as of June 30, 2020 ($ and shares in thousands, except per share data):
Components of NAV |
| June 30, 2020 |
| |
Commercial mortgage loans |
| $ | 505,446 |
|
Real estate securities |
|
| 73,903 |
|
Cash and cash equivalents and restricted cash |
|
| 39,937 |
|
Other assets |
|
| 6,548 |
|
Repurchase agreements - commercial mortgage loans |
|
| (327,928 | ) |
Repurchase agreements - real estate securities |
|
| (45,328 | ) |
Due to related parties |
|
| (1,988 | ) |
Interest payable |
|
| (341 | ) |
Accrued stockholder servicing fees (1) |
|
| (18 | ) |
Other liabilities |
|
| (817 | ) |
Net asset value |
| $ | 249,414 |
|
Number of outstanding shares |
|
| 11,631 |
|
Aggregate NAV per share |
| $ | 21.4439 |
|
| (1) | Stockholder servicing fees only apply to Class T, Class S, and Class D shares. For purposes of NAV, we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis as such fee is paid. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class T, Class S, and Class D shares. As of June 30, 2020, we have accrued under GAAP $723 of stockholder servicing fees payable to the dealer manager for our public offering (the “Dealer Manager”) related to the Class T and Class D shares sold. The Dealer Manager does not retain any of these fees, all of which are retained by, or reallowed (paid) to, participating broker-dealers and servicing broker-dealers for ongoing stockholder services performed by such broker-dealers. |
The following table provides a breakdown of our total NAV and NAV per share by share class as of June 30, 2020 ($ and shares in thousands, except per share data):
NAV Per Share |
| Class P |
|
| Class A |
|
| Class T |
|
| Class D |
|
| Class I |
|
| Total |
| ||||||
Net asset value |
| $ | 217,633 |
|
| $ | 14,043 |
|
| $ | 8,535 |
|
| $ | 1,076 |
|
| $ | 8,129 |
|
| $ | 249,414 |
|
Number of outstanding shares |
|
| 10,152 |
|
|
| 654 |
|
|
| 397 |
|
|
| 50 |
|
|
| 378 |
|
|
| 11,631 |
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NAV per share as of June 30, 2020 |
| $ | 21.4379 |
|
| $ | 21.4868 |
|
| $ | 21.4857 |
|
| $ | 21.4818 |
|
| $ | 21.4874 |
|
| $ | 21.4439 |
|
Although we have provided NAV per share for the above classes of our common stock, our public offering, including our distribution reinvestment plan, and our share repurchase plan remain suspended, as previously disclosed.
Amendment and Restatement of Distribution Reinvestment Plan
On July 14, 2020, in anticipation of the potential future reinstatement of the distribution reinvestment plan, our board of directors approved an amended and restated distribution reinvestment plan (the “Amended DRIP”), which will become effective on August 7, 2020. The Company previously issued shares of common stock in a private offering, which are referred to as Class P shares. Pursuant to the Amended DRIP, stockholders who hold Class P shares may now elect to participate in the Amended DRIP, and cash distributions with respect to Class P shares will be applied to the purchase of Class I shares.
The foregoing description of the Amended DRIP does not purport to be complete and is subject to, and qualified in its entirety by, the Amended DRIP that is filed as Exhibit 99.3 to this Current Report on Form 8-K, which Amended DRIP is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 InPoint Commercial Real Estate Income, Inc. Letter to Stockholders
99.3Amended and Restated Distribution Reinvestment Plan, effective August 7, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INPOINT COMMERCIAL REAL ESTATE INCOME, INC. | ||
Date: | July 20, 2020 | By: | /s/ Mitchell A. Sabshon |
|
| Mitchell A. Sabshon | |
|
| Chief Executive Officer | |