0001614806false00016148062025-01-302025-01-30


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): January 30, 2025

RITHM PROPERTY TRUST INC.
(Exact name of registrant as specified in charter)
Maryland
001-36844
46-5211870
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

799 Broadway
New York, NY 10003
(Address of principal executive offices)

Registrant’s telephone number, including area code:
212-850-7770

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of each exchange on which registered
Common stock, par value $0.01 per shareRPTNew York Stock Exchange
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 (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
On January 30, 2025, Rithm Property Trust Inc. (the “Company”) issued a press release regarding its financial results for the fourth quarter ended December 31, 2024 (the “Press Release”). A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.
The information provided in Item 2.02 of this Report, including Exhibit 99.1, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01.Financial Statements and Exhibits

Exhibit
Description
Press Release dated January 30, 2025
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document





EXHIBIT INDEX
Exhibit
Description
99.1
Press Release dated January 30, 2025
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document




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 thereunto duly authorized.
RITHM PROPERTY TRUST INC.
By:/s/ Mary Doyle
Name:Mary Doyle
Title:Principal Financial Officer

Dated: January 30, 2025


imagea.jpg
Exhibit 99.1 


RITHM PROPERTY TRUST INC. ANNOUNCES RESULTS FOR
THE QUARTER AND YEAR ENDED DECEMBER 31, 2024


New York, NY—January 30, 2025 —Rithm Property Trust Inc. (formerly known as Great Ajax Corp.) (NYSE: RPT, “Rithm Property Trust” or the “Company”) today announced the following financial results for the quarter ended December 31, 2024.
Fourth Quarter Financial Highlights:
•GAAP net income attributable to common stockholders of $2.9 million, or $0.06 per diluted share1
•Earnings available for distribution of $0.3 million or $0.01 per diluted common share1,2
•Book value per common share of $5.44 at December 31, 20241
•Paid a common dividend of $2.8 million, or $0.06 per common share
Q4 2024
Q3 2024
Summary of Operating Results:
GAAP Net Income/(Loss) per Diluted Common Share1
$0.06 $(0.18)
GAAP Net Income/(Loss)
$2.9  million$(8.0) million
Non-GAAP Results:
Earnings Available for Distribution per Diluted Common Share1,2
$0.01 $(0.12)
Earnings Available for Distribution2
$0.3  million$(5.4) million
Book Value:
Book Value per Common Share$5.44 $5.47 
Book Value
$246.9  million$246.1  million
Common Shares Outstanding45,420,752 44,978,969 
Common Dividend Paid:
Common Dividend per Share
$0.06 $0.06 
Common Dividend
$2.8 million$2.7  million
__________________________________________
1.Common share calculations for both GAAP net income/(loss) and earnings available for distribution are based on weighted average diluted shares of 45,298,505 and 45,327,254 for the quarters ended December 31, 2024 and September 30, 2024, respectively.
2.Earnings available for distribution is a non-GAAP financial measure. For a reconciliation of earnings available for distribution to GAAP net income/(loss), as well as an explanation of this measure, please refer to the section entitled “Non-GAAP Financial Measures and Reconciliation to GAAP Net Income/(Loss).”
“When we took over the management of Great Ajax in June of 2024, we set out to reposition the Company to take advantage of a great opportunity to deploy capital into commercial real estate,” said Michael Nierenberg, Chief Executive Officer of Rithm Capital. “We have since changed the Company’s name to Rithm Property Trust, repositioned the balance sheet, stabilized book value and grown earnings into positive territory from a loss of $12.7 million in Q2’24 to a net income of $2.9 million this quarter. While we continue to work toward our long-term objectives, we believe in Rithm Property Trust and our ability to grow shareholder value.”



Fourth Quarter Company Highlights:
•Commercial Real Estate Investments: Acquired $154 million in UPB of commercial mortgage-backed securities (“CMBS”) bringing our total investment in CMBS to $244 million in UPB as we continue to execute on our transition into the commercial real estate sector.
•Rebrand to Rithm Property Trust: Launched the new name and brand on December 2, 2024, highlighting a new chapter in the Company’s evolution.
Dividend Declaration:
•On January 29, 2025, the Company’s board of directors declared a cash dividend of $0.06 per share to be paid on February 28, 2025, to stockholders of record as of February 14, 2025.
Financial results for the year ended December 31, 2024, are included in the tables at the end of this press release.
Earnings Conference Call
Rithm Property Trust will host a conference call at 8:00 AM ET on Thursday, January 30, 2025, to review its financial results for the fourth quarter ended December 31, 2024. The conference call may be accessed by dialing 1-888-596-4144 (from within the U.S.) or 1-646-968-2525 (from outside of the U.S.) ten minutes prior to the scheduled start of the call; please reference “Rithm Property Trust Fourth Quarter 2024 Earnings Call” and conference ID “5035792”.
A simultaneous webcast of the conference call will be available to the public on a listen-only basis at www.rithmpropertytrust.com. Participants are encouraged to pre-register for the webcast at https://events.q4inc.com/attendee/467202940.
A replay of the conference call will also be available two hours following the call’s completion through 11:59 P.M. Eastern Time on Thursday, February 13, 2025, in the News & Events – Events section of the Company’s website.
About Rithm Property Trust
Rithm Property Trust is a real estate investment platform externally managed by an affiliate of Rithm Capital Corp. (NYSE: RITM). Rithm Property Trust 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 its recent strategic transaction with Rithm Capital, the Company is transitioning to a flexible commercial real estate focused investment strategy. Rithm Property Trust is a Maryland corporation that is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes.
Forward-Looking Statements
This press release contains certain information which constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “seek,” “believes,” “intends,” “expects,” “projects,” “anticipates,” “plans” and “future” or similar expressions are intended to identify forward-looking statements. These statements are not historical facts. These forward-looking statements represent management’s current expectations regarding future events and are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond our control. Accordingly, you should not place undue reliance on any forward-looking statements contained herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements see the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports and other filings, including the Company’s recent proxy statements, filed with the Securities and Exchange Commission. The Company expressly disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

2

 
Investor Relations
646-868-5483
ir@rithmpropertytrust.com
3

RITHM PROPERTY TRUST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share amounts)  
(Unaudited)

 
Three months endedYear ended
December 31, 2024September 30, 2024December 31, 2024December 31, 2023
Revenues:
Interest income$12,873 $12,348 $52,874 $72,332 
Interest expense(9,239)(8,660)(43,572)(59,286)
Net interest income3,634 3,688 9,302 13,046 
Net change in the allowance for credit losses— (857)(5,087)(8,137)
Net interest income after the net change in the allowance for credit losses3,634 2,831 4,215 4,909 
Loss from investments in affiliates— (624)(1,077)(1,308)
Loss on joint venture refinancing on beneficial interests— — — (11,024)
Mark to market gain (loss) on mortgage loans held-for-sale, net970 (1,712)(54,537)(8,559)
Other income/(loss)1,029 (3,278)(4,089)(1,092)
Total revenue/(loss), net5,633 (2,783)(55,488)(17,074)
Expenses:
Related party loan servicing fee524 593 4,175 7,269 
Related party management fee1,410 2,235 23,276 7,769 
Professional fees769 1,083 3,413 3,157 
Fair value adjustment on mark to market liabilities— — (3,078)4,491 
Other expense1,147 1,286 9,631 6,985 
Total expense3,850 5,197 37,417 29,671 
Gain on debt extinguishment— — — (31)
Income/(loss) before provision for income taxes1,783 (7,980)(92,905)(46,714)
Provision/(benefit) for income taxes26 (23)145 243 
Net income/(loss)1,757 (7,957)(93,050)(46,957)
Less: net (loss)/income attributable to the non-controlling interest(1,157)72 (1,215)114 
Net income/(loss) attributable to the Company2,914 (8,029)(91,835)(47,071)
Less: dividends on preferred stock— — 340 2,190 
Net income/(loss) attributable to common stockholders$2,914 $(8,029)$(92,175)$(49,261)
Net income/(loss) per share of common stock:
Basic$0.06 $(0.18)$(2.29)$(2.01)
Diluted$0.06 $(0.18)$(2.29)$(2.01)
Weighted average number of shares of common stock outstanding:
Basic45,298,505 45,327,254 40,195,479 24,286,999 
Diluted45,298,505 45,327,254 40,195,479 24,286,999 

4

RITHM PROPERTY TRUST INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share amounts)
(Unaudited)
 
December 31, 2024December 31, 2023
Assets:
Cash and cash equivalents$64,252 $52,834 
Mortgage loans held-for-sale, net27,788 55,718 
Mortgage loans held-for-investment, net
396,052 864,551 
Investments in securities available-for-sale, at fair value (amortized cost of $314,385 and $139,596, respectively)308,783 131,558 
Investments in securities held-to-maturity46,043 59,691 
Investment in equity securities, at fair value21,918 — 
Investments in beneficial interests, net89,704 104,162 
Other assets22,799 67,777 
Total Assets$977,339 $1,336,291 
Liabilities and Equity
Liabilities:
Secured borrowings, net
258,353 411,212 
Borrowings under repurchase transactions356,565 375,745 
Convertible senior notes— 103,516 
Notes payable, net107,647 106,844 
Warrant liability— 16,644 
Accrued expenses and other liabilities8,006 11,435 
Total Liabilities730,571 1,025,396 
Commitments and Contingencies
Equity:
Preferred stock $0.01 par value, 25,000,000 shares authorized
Series A 7.25% Fixed-to-Floating Rate Cumulative Redeemable, $25.00 liquidation preference per share, zero shares issued and outstanding at December 31, 2024 and 424,949 shares issued and outstanding at December 31, 2023— 9,411 
Series B 5.00% Fixed-to-Floating Rate Cumulative Redeemable, $25.00 liquidation preference per share, zero shares issued and outstanding at December 31, 2024 and 1,135,590 shares issued and outstanding at December 31, 2023— 25,143 
Common stock $0.01 par value, 125,000,000 shares authorized, 47,085,117 shares issued and 45,420,752 shares outstanding at December 31, 2024 and 27,460,161 shares issued and outstanding at December 31, 2023471 285 
Additional paid-in capital425,039 352,060 
Treasury stock(11,594)(9,557)
Retained deficit(158,003)(54,382)
Accumulated other comprehensive loss(8,991)(14,027)
Equity attributable to stockholders246,922 308,933 
Non-controlling interests(154)1,962 
Total Equity246,768 310,895 
Total Liabilities and Equity$977,339 $1,336,291 

5

NON-GAAP FINANCIAL MEASURES AND RECONCILIATION TO GAAP NET INCOME/(LOSS)
“Earnings available for distribution” is a non-GAAP financial measure of the Company’s operating performance,
which is used by management to evaluate the Company’s performance excluding: (i) net realized and unrealized gains and losses on certain assets and liabilities; (ii) other net income and losses not related to the performance of the investment portfolio; and (iii) non-capitalized transaction related expenses.

The Company has three primary variables that impact its performance: (i) Net interest margin on assets held within the investment portfolio; (ii) realized and unrealized gains or losses on assets held within the investment portfolio, including any impairment or reserve for expected credit losses; and (iii) the Company’s operating expenses and taxes.

The Company’s definition of earnings available for distribution excludes certain realized and unrealized losses,
which although they represent a part of the Company’s recurring operations, are subject to significant variability and are generally limited to a potential indicator of future economic performance. Within other net income and losses, management primarily excludes equity-based compensation expenses.

With regard to non-capitalized transaction-related expenses, management does not view these costs as part of the Company’s core operations, as they are considered by management to be similar to realized losses incurred at acquisition. Non-capitalized transaction-related expenses generally relate to legal and valuation service costs, as well as other professional service fees, incurred when the Company acquires certain investments.

Management believes that the adjustments to compute “earnings available for distribution” specified above allow
investors and analysts to readily identify and track the operating performance of the assets that form the core of the Company’s activity, assist in comparing the core operating results between periods, and enable investors to evaluate the Company’s current core performance using the same financial measure that management uses to operate the business. Management also utilizes earnings available for distribution as a financial measure in its decision-making process relating to improvements to the underlying fundamental operations of the Company’s investments, as well as the allocation of resources between those investments, and management also relies on earnings available for distribution as an indicator of the results of such decisions. Earnings available for distribution excludes certain recurring items, such as gains and losses (including impairment) and non-capitalized transaction-related expenses, because they are not considered by management to be part of the Company’s core operations for the reasons described herein. As such earnings available for distribution is not intended to reflect all of the Company’s activity and should be considered as only one of the factors used by management in assessing the Company’s performance, along with GAAP net income which is inclusive of all of the Company’s activities.

The Company views earnings available for distribution as a consistent financial measure of its portfolio’s ability to
generate income for distribution to common stockholders. Earnings available for distribution does not represent and should not be considered as a substitute for, or superior to, net income or as a substitute for, or superior to, cash flows from operating activities, each as determined in accordance with GAAP, and the Company’s calculation of this financial measure may not be comparable to similarly entitled financial measures reported by other companies. Furthermore, to maintain qualification as a REIT, U.S. federal income tax law generally requires that the Company distribute at least 90% of its REIT taxable income annually, determined without regard to the deduction for dividends paid and excluding net capital gains. Because the Company views earnings available for distribution as a consistent financial measure of its ability to generate income for distribution to common stockholders, earnings available for distribution is one metric, but not the exclusive metric, that the Company’s board of directors uses to determine the amount, if any, and the payment date of dividends on common stock. However, earnings available for distribution should not be considered as an indication of the Company’s taxable income, a guaranty of its ability to pay dividends or as a proxy for the amount of dividends it may pay, as earnings available for distribution excludes certain items that impact its cash needs.

6

Reconciliation of GAAP Net Income/(Loss) to Earnings Available for Distribution
(Dollars in thousands except per share amounts)
(Unaudited)

The table below provides a reconciliation of earnings available for distribution to the most directly comparable
GAAP financial measure:
Three months ended
December 31, 2024September 30, 2024
Net income/(loss) attributable to common stockholders — GAAP$2,914 $(8,029)
Adjustments:
Net income/(loss) attributable to non-controlling interest(1,157)72 
Unrealized (gains)/losses(1,516)1,640 
Expenses related to the Strategic Transaction1
— 1,010 
Other adjustments2
82 (53)
Earnings Available for Distribution — Non-GAAP$323 $(5,360)
Weighted average shares - basic45,298,505 45,327,254 
Weighted average shares - diluted45,298,505 45,327,254 
Basic Earnings Available for Distribution per common share$0.01 $(0.12)
Diluted Earnings Available for Distribution per common share$0.01 $(0.12)
____________________________________
1.    Strategic Transaction refers to the Company’s strategic transaction with Rithm Capital, pursuant to which as part of the transaction, Rithm Property Trust entered into a management agreement with an affiliate of Rithm Capital to serve as Rithm Property Trust’s external manager. For additional details on the transaction, see the Definitive Proxy Statement filed with the Securities and Exchange Commission on April 10, 2024.
2.    Other adjustments includes amortization, income taxes and stock-based compensation.

7
v3.24.4
Cover Page
Jan. 30, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 30, 2025
Entity Registrant Name RITHM PROPERTY TRUST INC.
Entity Incorporation, State or Country Code MD
Entity File Number 001-36844
Entity Tax Identification Number 46-5211870
Entity Address, Address Line One 799 Broadway
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10003
City Area Code 212
Local Phone Number 850-7770
Title of 12(b) Security Common stock, par value $0.01 per share
Trading Symbol RPT
Security Exchange Name NYSE
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001614806
Amendment Flag false
Rithm Property (NYSE:RPT)
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