Company Description
Rithm Property Trust Inc. (NYSE: RPT) is a Maryland corporation that operates as a real estate investment trust (REIT) for U.S. federal income tax purposes. According to the company, it is a real estate investment platform that is externally managed by an affiliate of Rithm Capital Corp. (NYSE: RITM). The company’s shares of common stock and its 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock trade on the New York Stock Exchange.
Business focus and investment strategy
Rithm Property Trust states that it has historically focused on acquiring, investing in and managing re-performing loans and non-performing loans secured by single-family residences and commercial properties. In connection with a 2024 strategic transaction with Rithm Capital, the company reports that it transitioned to a flexible commercial real estate focused investment strategy. This positions the platform around commercial real estate–related investments while drawing on its experience in mortgage and loan assets.
The company describes three primary variables that impact its performance: net interest margin on assets held within its investment portfolio, realized and unrealized gains or losses on assets held within that portfolio (including any impairment or reserve for expected credit losses), and operating expenses and taxes. These factors are central to how management evaluates the portfolio’s ability to generate income for distribution to common stockholders.
External management and relationship with Rithm Capital
Rithm Property Trust is externally managed by an affiliate of Rithm Capital Corp. The company notes that Rithm Asset Management LLC, an affiliate of Rithm Capital, serves as general partner of certain investment vehicles related to Rithm Property Trust’s holdings, and that RCM GA Manager LLC, another affiliate of Rithm Capital, is the company’s external manager. Through these arrangements, Rithm Capital and its affiliates manage aspects of the investment vehicles and portfolios in which Rithm Property Trust participates.
Commercial real estate and loan-related investments
Company disclosures indicate that Rithm Property Trust’s balance sheet includes mortgage loans held-for-investment and held-for-sale, commercial mortgage-backed securities (CMBS), residential mortgage-backed securities (RMBS), and other investments. The company has highlighted activity such as acquiring CMBS, investing in a floating rate senior subordinate mortgage loan collateralized by a commercial real estate property, and selling legacy RMBS available-for-sale. These items illustrate the types of mortgage and securities assets that have formed part of its investment portfolio.
In addition, Rithm Property Trust has disclosed an indirect minority interest in Paramount Group Operating Partnership LP, obtained through interests in Rithm PGRE Aggregator LP and Rithm PGRE Aggregator II LP, investment vehicles formed by Rithm Capital. Through this investment, the company reports exposure to a portfolio of commercial real estate properties held by the operating partnership.
Real estate portfolio exposure through minority interests
In connection with the closing of an acquisition by Rithm Capital of Paramount Group, Inc., Rithm Property Trust acquired an indirect minority interest in Paramount Group Operating Partnership LP. The company reports that this operating partnership, through affiliates and joint ventures, owns a portfolio of ten office properties. These properties include 1633 Broadway, 1301 Avenue of the Americas, 1325 Avenue of the Americas, 31 W 52nd Street, 712 Fifth Avenue, 1600 Broadway and 900 3rd Street in New York, New York, and One Market Plaza, 300 Mission Street and One Front Street in San Francisco, California. Rithm Property Trust’s interest in the investment vehicles that hold this portfolio provides it with exposure to these commercial office assets.
Capital structure and listed securities
Rithm Property Trust’s capital structure includes common stock and preferred stock. The company has issued 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, which it refers to as Series C. The preferred shares are listed on the New York Stock Exchange under the symbol RPT.PRC. The company has announced dividends on both its common stock and Series C preferred stock, and notes that, as a REIT, U.S. federal income tax law generally requires it to distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains.
Rithm Property Trust has also reported the completion of a one-for-six reverse stock split of its common stock. The reverse stock split converted every six issued and outstanding shares of common stock into one share of common stock and reduced the number of shares outstanding. The company states that the reverse stock split affected all holders of common stock uniformly and did not affect any stockholder’s percentage ownership interest in the company, except for de minimis changes resulting from the elimination of fractional shares, which are settled in cash. Following the reverse stock split, the common stock continues to trade on the NYSE under the symbol RPT, with a new CUSIP number.
Non-GAAP performance measure: earnings available for distribution
Rithm Property Trust uses a non-GAAP financial measure called “earnings available for distribution” to evaluate its operating performance. The company explains that this measure adjusts GAAP comprehensive income by excluding:
- Net realized and unrealized gains and losses on certain assets and liabilities; and
- Other net income and losses not related to the performance of the investment portfolio, and, in some periods, non-capitalized transaction-related expenses and certain equity-based compensation expenses.
Management states that this measure is intended to help investors and analysts identify and track the operating performance of the assets that form the core of the company’s activity, compare core operating results between periods, and evaluate the portfolio’s ability to generate income for distribution to common stockholders. The company emphasizes that earnings available for distribution does not represent, and should not be considered as a substitute for, GAAP comprehensive income or cash flows from operating activities, and that its calculation may not be comparable to similarly titled measures used by other companies.
Risk considerations related to capital actions
In connection with the reverse stock split, Rithm Property Trust has disclosed a risk factor noting that the reverse stock split may decrease the liquidity of its common stock due to the reduced number of shares outstanding. The company also notes that there is no assurance that the trading price of its common stock after the reverse stock split will rise or remain constant in proportion to the reduction in the number of shares outstanding, and that its total market capitalization after the reverse stock split may be lower than before the split. These disclosures highlight some of the potential effects of capital structure changes on trading dynamics and market valuation.
Regulatory filings and reporting
Rithm Property Trust files periodic and current reports with the U.S. Securities and Exchange Commission (SEC), including Forms 8-K that describe material events such as earnings releases, capital actions, and significant investments. The company also provides reconciliations of GAAP comprehensive income to earnings available for distribution in its financial disclosures, along with explanations of the adjustments used in that non-GAAP measure.
Summary
According to its public disclosures, Rithm Property Trust Inc. is a REIT-focused real estate investment platform with an externally managed structure, a history in re-performing and non-performing mortgage loans secured by residential and commercial properties, and a more recent emphasis on a flexible commercial real estate investment strategy. Its portfolio exposure includes mortgage loans, CMBS, RMBS, other investments, and an indirect minority interest in a portfolio of office properties in New York and San Francisco. The company highlights earnings available for distribution as a key non-GAAP metric for assessing its portfolio’s ability to generate income for distribution, while also providing GAAP financial information and detailed risk disclosures in its SEC filings.