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|
Maryland
|
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61-1843143
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
|
Large accelerated filer
o
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|
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Accelerated filer
o
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Non-accelerated filer
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
x
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Page
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PART I - FINANCIAL INFORMATION
|
|
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||
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||
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||
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||
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||
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PART II - OTHER INFORMATION
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
ASSETS
|
(unaudited)
|
|
|
||||
Loans held-for-investment
|
$
|
1,739,253
|
|
|
$
|
1,364,291
|
|
Available-for-sale securities, at fair value
|
12,782
|
|
|
12,686
|
|
||
Held-to-maturity securities
|
43,496
|
|
|
48,252
|
|
||
Cash and cash equivalents
|
249,118
|
|
|
56,019
|
|
||
Restricted cash
|
2,357
|
|
|
260
|
|
||
Accrued interest receivable
|
4,933
|
|
|
3,745
|
|
||
Due from counterparties
|
361
|
|
|
249
|
|
||
Income taxes receivable
|
8
|
|
|
5
|
|
||
Accounts receivable
|
10,495
|
|
|
7,735
|
|
||
Deferred debt issuance costs
|
9,186
|
|
|
2,365
|
|
||
Total Assets
(1)
|
$
|
2,071,989
|
|
|
$
|
1,495,607
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Repurchase agreements
|
$
|
640,124
|
|
|
$
|
451,167
|
|
Note payable to affiliate
|
592,280
|
|
|
593,632
|
|
||
Accrued interest payable
|
1,031
|
|
|
655
|
|
||
Unearned interest income
|
114
|
|
|
143
|
|
||
Other payables to affiliates
|
1,757
|
|
|
21,460
|
|
||
Accrued expenses and other liabilities
|
3,285
|
|
|
559
|
|
||
Total Liabilities
|
1,238,591
|
|
|
1,067,616
|
|
||
10% cumulative redeemable preferred stock, par value $0.01 per share; 50,000,000 shares authorized and 1,000 and 0 shares issued and outstanding, respectively
|
1,000
|
|
|
—
|
|
||
Stockholders’ Equity
|
|
|
|
||||
Common stock, par value $0.01 per share; 450,000,000 shares authorized and 43,234,205 and 0 shares issued and outstanding, respectively
|
432
|
|
|
—
|
|
||
Additional paid-in capital
|
828,836
|
|
|
392,608
|
|
||
Accumulated other comprehensive loss
|
(16
|
)
|
|
(112
|
)
|
||
Cumulative earnings
|
3,146
|
|
|
35,495
|
|
||
Total Stockholders’ Equity
|
832,398
|
|
|
427,991
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
2,071,989
|
|
|
$
|
1,495,607
|
|
(1)
|
The condensed consolidated balance sheets include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of these VIEs. At
June 30, 2017
and
December 31, 2016
, assets of the VIEs totaled
$46,049
and
$46,047
, respectively. See
Note 3
-
Variable Interest Entities
for additional information.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest income:
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Loans held-for-investment
|
$
|
24,920
|
|
|
$
|
12,238
|
|
|
$
|
47,558
|
|
|
$
|
22,129
|
|
Available-for-sale securities
|
256
|
|
|
248
|
|
|
502
|
|
|
516
|
|
||||
Held-to-maturity securities
|
920
|
|
|
1,062
|
|
|
1,852
|
|
|
2,243
|
|
||||
Cash and cash equivalents
|
4
|
|
|
2
|
|
|
6
|
|
|
3
|
|
||||
Total interest income
|
26,100
|
|
|
13,550
|
|
|
49,918
|
|
|
24,891
|
|
||||
Interest expense
|
7,773
|
|
|
2,576
|
|
|
13,879
|
|
|
4,028
|
|
||||
Net interest income
|
18,327
|
|
|
10,974
|
|
|
36,039
|
|
|
20,863
|
|
||||
Other income:
|
|
|
|
|
|
|
|
||||||||
Ancillary fee income
|
—
|
|
|
21
|
|
|
—
|
|
|
26
|
|
||||
Total other income
|
—
|
|
|
21
|
|
|
—
|
|
|
26
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Management fees
|
1,925
|
|
|
1,640
|
|
|
3,587
|
|
|
3,409
|
|
||||
Servicing expenses
|
307
|
|
|
122
|
|
|
629
|
|
|
227
|
|
||||
General and administrative expenses
|
1,900
|
|
|
1,396
|
|
|
4,173
|
|
|
3,483
|
|
||||
Total expenses
|
4,132
|
|
|
3,158
|
|
|
8,389
|
|
|
7,119
|
|
||||
Income before income taxes
|
14,195
|
|
|
7,837
|
|
|
27,650
|
|
|
13,770
|
|
||||
Benefit from income taxes
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
||||
Net income
|
$
|
14,197
|
|
|
$
|
7,838
|
|
|
$
|
27,651
|
|
|
$
|
13,777
|
|
Basic and diluted earnings per weighted average common share (See Note 17)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dividends declared per common share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic and diluted weighted average number of shares of common stock outstanding
|
43,234,205
|
|
|
—
|
|
|
43,234,205
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
14,197
|
|
|
$
|
7,838
|
|
|
$
|
27,651
|
|
|
$
|
13,777
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities
|
16
|
|
|
63
|
|
|
96
|
|
|
(192
|
)
|
||||
Other comprehensive income (loss)
|
16
|
|
|
63
|
|
|
96
|
|
|
(192
|
)
|
||||
Comprehensive income
|
$
|
14,213
|
|
|
$
|
7,901
|
|
|
$
|
27,747
|
|
|
$
|
13,585
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Cumulative Earnings
|
|
Total Stockholders’ Equity
|
|||||||||||
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
$
|
486,804
|
|
|
$
|
—
|
|
|
$
|
138
|
|
|
$
|
486,942
|
|
Distributions to Two Harbors Investment Corp.
|
—
|
|
|
—
|
|
|
(65,000
|
)
|
|
—
|
|
|
—
|
|
|
(65,000
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,777
|
|
|
13,777
|
|
|||||
Other comprehensive loss before reclassifications, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
(192
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(192
|
)
|
|
—
|
|
|
(192
|
)
|
|||||
Balance, June 30, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
421,804
|
|
|
$
|
(192
|
)
|
|
$
|
13,915
|
|
|
$
|
435,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance, December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
$
|
392,608
|
|
|
$
|
(112
|
)
|
|
$
|
35,495
|
|
|
$
|
427,991
|
|
Capital contributions from Two Harbors Investment Corp.
|
—
|
|
|
—
|
|
|
254,785
|
|
|
—
|
|
|
—
|
|
|
254,785
|
|
|||||
Distributions to Two Harbors Investment Corp.
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,000
|
)
|
|
(60,000
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,651
|
|
|
27,651
|
|
|||||
Other comprehensive income before reclassifications, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Amounts reclassified from accumulated other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
|||||
Issuance of common stock, net of offering costs
|
43,071,000
|
|
|
431
|
|
|
181,444
|
|
|
—
|
|
|
—
|
|
|
181,875
|
|
|||||
Non-cash equity award compensation
|
163,205
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Balance, June 30, 2017
|
43,234,205
|
|
|
$
|
432
|
|
|
$
|
828,836
|
|
|
$
|
(16
|
)
|
|
$
|
3,146
|
|
|
$
|
832,398
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash Flows From Operating Activities:
|
(unaudited)
|
||||||
Net income
|
$
|
27,651
|
|
|
$
|
13,777
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Accretion of discounts and net deferred fees on loans held-for-investment
|
(4,114
|
)
|
|
(3,373
|
)
|
||
Net change in assets and liabilities:
|
|
|
|
||||
Increase in accrued interest receivable
|
(1,188
|
)
|
|
(637
|
)
|
||
Increase in income taxes receivable
|
(3
|
)
|
|
(2
|
)
|
||
Increase in accounts receivable
|
(2,760
|
)
|
|
(1,723
|
)
|
||
Decrease in deferred debt issuance costs
|
(6,821
|
)
|
|
(1,065
|
)
|
||
Increase in accrued interest payable
|
376
|
|
|
470
|
|
||
Decrease in unearned interest income
|
(29
|
)
|
|
(58
|
)
|
||
Decrease in income taxes payable
|
—
|
|
|
(70
|
)
|
||
Increase in accrued expenses
|
2,726
|
|
|
59
|
|
||
(Decrease) increase in other payables to affiliates
|
(19,703
|
)
|
|
6,767
|
|
||
Increase in 10% cumulative redeemable preferred stock
|
1,000
|
|
|
—
|
|
||
Net cash (used in) provided by operating activities
|
(2,865
|
)
|
|
14,145
|
|
||
Cash Flows From Investing Activities:
|
|
|
|
||||
Originations, acquisitions and additional fundings of loans held-for-investment, net of deferred fees
|
(372,338
|
)
|
|
(276,439
|
)
|
||
Proceeds from repayment of loans held-for-investment
|
1,490
|
|
|
879
|
|
||
Purchases of available-for-sale securities
|
—
|
|
|
(15,000
|
)
|
||
Principal payments on available-for-sale securities
|
—
|
|
|
2,202
|
|
||
Principal payments on held-to-maturity securities
|
4,756
|
|
|
13,508
|
|
||
Increase in due from counterparties
|
(112
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
$
|
(366,204
|
)
|
|
$
|
(274,850
|
)
|
Cash Flows From Financing Activities:
|
|
|
|
||||
Proceeds from repurchase agreements
|
503,439
|
|
|
527,459
|
|
||
Principal payments on repurchase agreements
|
(314,482
|
)
|
|
(315,800
|
)
|
||
Proceeds from note payable to affiliate
|
110,299
|
|
|
190,722
|
|
||
Repayment of note payable to affiliate
|
(111,651
|
)
|
|
(4,333
|
)
|
||
Proceeds from issuance of common stock, net of offering costs
|
181,875
|
|
|
—
|
|
||
Proceeds from capital contributions from Two Harbors Investment Corp.
|
254,785
|
|
|
—
|
|
||
Payments for distributions of capital to Two Harbors Investment Corp.
|
(60,000
|
)
|
|
(65,000
|
)
|
||
Net cash provided by financing activities
|
564,265
|
|
|
333,048
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
195,196
|
|
|
72,343
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
56,279
|
|
|
56,338
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
251,475
|
|
|
$
|
128,681
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||
Cash paid for interest
|
$
|
13,503
|
|
|
$
|
3,558
|
|
Cash paid for taxes
|
$
|
2
|
|
|
$
|
64
|
|
Noncash Activity:
|
|
|
|
||||
Acquisition of TH Commercial Holdings LLC from Two Harbors Investment Corp. in exchange for common and preferred shares (See Note 1)
|
$
|
651,000
|
|
|
$
|
—
|
|
(in thousands)
|
June 30,
2017 |
|
December 31, 2016
|
||||
Gross amounts of repurchase agreements
|
$
|
640,124
|
|
|
$
|
451,167
|
|
Gross amounts offset in the condensed consolidated balance sheets
|
—
|
|
|
—
|
|
||
Net amounts of repurchase agreements presented in the condensed consolidated balance sheets
|
640,124
|
|
|
451,167
|
|
||
Gross amounts not offset with repurchase agreements in the condensed consolidated balance sheets
(1)
:
|
|
|
|
||||
Financial instruments
|
(640,124
|
)
|
|
(451,167
|
)
|
||
Cash collateral received (pledged)
|
—
|
|
|
—
|
|
||
Net amount
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Amounts presented are limited in total to the net amount of liabilities presented in the condensed consolidated balance sheets by instrument. Excess cash collateral or financial assets that are pledged to counterparties may exceed the financial liabilities subject to a master netting arrangement or similar agreement. These excess amounts are excluded from the table above, although separately reported within restricted cash or due from counterparties in the Company’s condensed consolidated balance sheets.
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Loans held-for-investment
|
$
|
45,888
|
|
|
$
|
45,885
|
|
Accrued interest receivable
|
161
|
|
|
162
|
|
||
Total Assets
|
$
|
46,049
|
|
|
$
|
46,047
|
|
|
June 30,
2017 |
||||||||||||||
(dollars in thousands)
|
First Mortgages
|
|
Mezzanine Loans
|
|
B-Notes
|
|
Total
|
||||||||
Unpaid principal balance
|
$
|
1,648,342
|
|
|
$
|
89,473
|
|
|
$
|
14,936
|
|
|
$
|
1,752,751
|
|
Unamortized (discount) premium
|
(178
|
)
|
|
(12
|
)
|
|
—
|
|
|
(190
|
)
|
||||
Unamortized net deferred origination fees
|
(13,179
|
)
|
|
(129
|
)
|
|
—
|
|
|
(13,308
|
)
|
||||
Carrying value
|
$
|
1,634,985
|
|
|
$
|
89,332
|
|
|
$
|
14,936
|
|
|
$
|
1,739,253
|
|
Unfunded commitments
|
$
|
213,703
|
|
|
$
|
1,580
|
|
|
$
|
—
|
|
|
$
|
215,283
|
|
Number of loans
|
39
|
|
|
5
|
|
|
1
|
|
|
45
|
|
||||
Weighted average coupon
|
5.6
|
%
|
|
9.4
|
%
|
|
8.0
|
%
|
|
5.8
|
%
|
||||
Weighted average years to maturity
(1)
|
2.6
|
|
|
2.4
|
|
|
9.6
|
|
|
2.6
|
|
|
December 31,
2016 |
||||||||||||||
(dollars in thousands)
|
First Mortgages
|
|
Mezzanine Loans
|
|
B-Notes
|
|
Total
|
||||||||
Unpaid principal balance
|
$
|
1,286,200
|
|
|
$
|
89,993
|
|
|
$
|
—
|
|
|
$
|
1,376,193
|
|
Unamortized (discount) premium
|
(185
|
)
|
|
(15
|
)
|
|
—
|
|
|
(200
|
)
|
||||
Unamortized net deferred origination fees
|
(11,481
|
)
|
|
(221
|
)
|
|
—
|
|
|
(11,702
|
)
|
||||
Carrying value
|
$
|
1,274,534
|
|
|
$
|
89,757
|
|
|
$
|
—
|
|
|
$
|
1,364,291
|
|
Unfunded commitments
|
$
|
170,890
|
|
|
$
|
1,580
|
|
|
$
|
—
|
|
|
$
|
172,470
|
|
Number of loans
|
30
|
|
|
5
|
|
|
—
|
|
|
35
|
|
||||
Weighted average coupon
|
5.1
|
%
|
|
8.9
|
%
|
|
—
|
%
|
|
5.3
|
%
|
||||
Weighted average years to maturity
(1)
|
2.9
|
|
|
1.4
|
|
|
0.0
|
|
|
2.8
|
|
(1)
|
Based on contractual maturity date. Certain loans are subject to contractual extension options which may be subject to conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities in connection with loan modifications.
|
(in thousands)
|
|
June 30,
2017 |
|
December 31,
2016 |
||||||||||
Property Type
|
|
Carrying Value
|
|
% of Commercial Portfolio
|
|
Carrying Value
|
|
% of Commercial Portfolio
|
||||||
Office
|
|
$
|
896,465
|
|
|
51.5
|
%
|
|
$
|
670,527
|
|
|
49.2
|
%
|
Multifamily
|
|
264,920
|
|
|
15.2
|
%
|
|
260,684
|
|
|
19.1
|
%
|
||
Retail
|
|
246,710
|
|
|
14.2
|
%
|
|
237,414
|
|
|
17.4
|
%
|
||
Hotel
|
|
186,854
|
|
|
10.8
|
%
|
|
90,585
|
|
|
6.6
|
%
|
||
Industrial
|
|
144,304
|
|
|
8.3
|
%
|
|
105,081
|
|
|
7.7
|
%
|
||
Total
|
|
$
|
1,739,253
|
|
|
100.0
|
%
|
|
$
|
1,364,291
|
|
|
100.0
|
%
|
(in thousands)
|
|
June 30,
2017 |
|
December 31,
2016 |
||||||||||
Geographic Location
|
|
Carrying Value
|
|
% of Commercial Portfolio
|
|
Carrying Value
|
|
% of Commercial Portfolio
|
||||||
Northeast
|
|
$
|
633,348
|
|
|
36.4
|
%
|
|
$
|
554,467
|
|
|
40.7
|
%
|
West
|
|
387,789
|
|
|
22.3
|
%
|
|
248,355
|
|
|
18.2
|
%
|
||
Southwest
|
|
340,094
|
|
|
19.5
|
%
|
|
267,944
|
|
|
19.6
|
%
|
||
Southeast
|
|
319,609
|
|
|
18.4
|
%
|
|
239,195
|
|
|
17.5
|
%
|
||
Midwest
|
|
58,413
|
|
|
3.4
|
%
|
|
54,330
|
|
|
4.0
|
%
|
||
Total
|
|
$
|
1,739,253
|
|
|
100.0
|
%
|
|
$
|
1,364,291
|
|
|
100.0
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Balance at beginning of period
|
$
|
1,502,966
|
|
|
$
|
684,890
|
|
|
$
|
1,364,291
|
|
|
$
|
597,693
|
|
Originations, acquisitions and additional fundings
|
238,664
|
|
|
193,181
|
|
|
378,048
|
|
|
280,447
|
|
||||
Repayments
|
(296
|
)
|
|
(239
|
)
|
|
(1,490
|
)
|
|
(879
|
)
|
||||
Net (premium amortization) discount accretion
|
(18
|
)
|
|
67
|
|
|
(17
|
)
|
|
140
|
|
||||
Increase in net deferred origination fees
|
(3,771
|
)
|
|
(2,899
|
)
|
|
(5,710
|
)
|
|
(4,009
|
)
|
||||
Amortization of net deferred origination fees
|
1,708
|
|
|
1,625
|
|
|
4,131
|
|
|
3,233
|
|
||||
Allowance for loan losses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at end of period
|
$
|
1,739,253
|
|
|
$
|
876,625
|
|
|
$
|
1,739,253
|
|
|
$
|
876,625
|
|
1 –
|
Lower Risk
|
2 –
|
Average Risk
|
3 –
|
Acceptable Risk
|
4 –
|
Higher Risk: A loan that has exhibited material deterioration in cash flows and/or other credit factors, which, if negative trends continue, could be indicative of future loss.
|
5 –
|
Impaired/Loss Likely: A loan that has a significantly increased probability of default or principal loss.
|
(dollars in thousands)
|
|
June 30,
2017 |
|
December 31,
2016 |
||||||||||||||||||
Risk Rating
|
|
Number of Loans
|
|
Unpaid Principal Balance
|
|
Carrying Value
|
|
Number of Loans
|
|
Unpaid Principal Balance
|
|
Carrying Value
|
||||||||||
1 – 3
|
|
45
|
|
|
$
|
1,752,751
|
|
|
$
|
1,739,253
|
|
|
35
|
|
|
$
|
1,376,193
|
|
|
$
|
1,364,291
|
|
4 – 5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
45
|
|
|
$
|
1,752,751
|
|
|
$
|
1,739,253
|
|
|
35
|
|
|
$
|
1,376,193
|
|
|
$
|
1,364,291
|
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Face value
|
$
|
12,798
|
|
|
$
|
12,798
|
|
Gross unrealized gains
|
—
|
|
|
—
|
|
||
Gross unrealized losses
|
(16
|
)
|
|
(112
|
)
|
||
Carrying value
|
$
|
12,782
|
|
|
$
|
12,686
|
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Face value
|
$
|
43,496
|
|
|
$
|
48,252
|
|
Unamortized premium (discount)
|
—
|
|
|
—
|
|
||
Carrying value
|
$
|
43,496
|
|
|
$
|
48,252
|
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Cash and cash equivalents
|
$
|
249,118
|
|
|
$
|
56,019
|
|
Restricted cash
|
2,357
|
|
|
260
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
251,475
|
|
|
$
|
56,279
|
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Loans held-for-investment
|
4,725
|
|
|
3,518
|
|
||
Available-for-sale securities
|
46
|
|
|
46
|
|
||
Held-to-maturity securities
|
162
|
|
|
181
|
|
||
Total
|
$
|
4,933
|
|
|
$
|
3,745
|
|
Level 1
|
Inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date under current market conditions. Additionally, the entity must have the ability to access the active market and the quoted prices cannot be adjusted by the entity.
|
Level 2
|
Inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full-term of the assets or liabilities.
|
Level 3
|
Unobservable inputs are supported by little or no market activity. The unobservable inputs represent the assumptions that market participants would use to price the assets and liabilities, including risk. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.
|
|
Recurring Fair Value Measurements
|
||||||||||||||
|
At June 30, 2017
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
—
|
|
|
$
|
12,782
|
|
|
$
|
—
|
|
|
$
|
12,782
|
|
Total assets
|
$
|
—
|
|
|
$
|
12,782
|
|
|
$
|
—
|
|
|
$
|
12,782
|
|
|
Recurring Fair Value Measurements
|
||||||||||||||
|
At December 31, 2016
|
||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
|
$
|
—
|
|
|
$
|
12,686
|
|
|
$
|
—
|
|
|
$
|
12,686
|
|
Total assets
|
$
|
—
|
|
|
$
|
12,686
|
|
|
$
|
—
|
|
|
$
|
12,686
|
|
•
|
Loans held-for-investment are carried at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable, unless deemed impaired. The Company estimates the fair value of its loans held-for-investment by assessing any changes in market interest rates, shifts in credit profiles and actual operating results for mezzanine loans and first mortgages, taking into consideration such factors as underlying property type, property competitive position within its market, market and submarket fundamentals, tenant mix, nature of business plan, sponsorship, extent of leverage and other loan terms. The Company categorizes the fair value measurement of these assets as Level 3.
|
•
|
AFS securities are recurring fair value measurements; carrying value equals fair value. See discussion of valuation methods and assumptions within the
Fair Value Measurements
section of this footnote.
|
•
|
HTM securities, which are comprised of CMBS, are carried at cost, net of any unamortized acquisition premiums or discounts, unless deemed other-than-temporarily impaired. In determining the fair value of the Company’s CMBS HTM, management judgment may be used to arrive at fair value that considers prices obtained from third-party pricing providers or broker quotes received using the bid price, which are both deemed indicative of market activity, and other applicable market data. The third-party pricing providers and brokers use pricing models that generally incorporate such factors as coupons, primary and secondary mortgage rates, rate reset period, issuer, prepayment speeds, credit enhancements and expected life of the security. The Company categorizes the fair value measurement of these assets as Level 2.
|
•
|
Cash and cash equivalents and restricted cash have a carrying value which approximates fair value because of the short maturities of these instruments. The Company categorizes the fair value measurement of these assets as Level 1.
|
•
|
The carrying value of repurchase agreements and note payable to affiliate that mature in less than one year generally approximates fair value due to the short maturities. As of
June 30, 2017
, the Company held
$547.4 million
of repurchase agreements that are considered long-term. The Company’s long-term repurchase agreements have floating rates based on an index plus a spread and the credit spread is typically consistent with those demanded in the market. Accordingly, the interest rates on these borrowings are at market and thus carrying value approximates fair value. The Company categorizes the fair value measurement of these liabilities as Level 2.
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||
(in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Loans held-for-investment
|
$
|
1,739,253
|
|
|
$
|
1,752,239
|
|
|
$
|
1,364,291
|
|
|
$
|
1,375,437
|
|
Available-for-sale securities
|
$
|
12,782
|
|
|
$
|
12,782
|
|
|
$
|
12,686
|
|
|
$
|
12,686
|
|
Held-to-maturity securities
|
$
|
43,496
|
|
|
$
|
43,209
|
|
|
$
|
48,252
|
|
|
$
|
47,779
|
|
Cash and cash equivalents
|
$
|
249,118
|
|
|
$
|
249,118
|
|
|
$
|
56,019
|
|
|
$
|
56,019
|
|
Restricted cash
|
$
|
2,357
|
|
|
$
|
2,357
|
|
|
$
|
260
|
|
|
$
|
260
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Repurchase agreements
|
$
|
640,124
|
|
|
$
|
640,124
|
|
|
$
|
451,167
|
|
|
$
|
451,167
|
|
Note payable to affiliate
|
$
|
592,280
|
|
|
$
|
592,280
|
|
|
$
|
593,632
|
|
|
$
|
593,632
|
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Short-term
|
$
|
92,758
|
|
|
$
|
265,533
|
|
Long-term
|
547,366
|
|
|
185,634
|
|
||
Total
|
$
|
640,124
|
|
|
$
|
451,167
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Collateral Type
|
|
|
|
Collateral Type
|
|
|
||||||||||||||||
(in thousands)
|
Commercial Loans
|
|
CMBS
(1)
|
|
Total Amount Outstanding
|
|
Commercial Loans
|
|
CMBS
(1)
|
|
Total Amount Outstanding
|
||||||||||||
Within 30 days
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,933
|
|
|
$
|
—
|
|
|
$
|
21,933
|
|
30 to 59 days
|
—
|
|
|
34,446
|
|
|
34,446
|
|
|
—
|
|
|
37,110
|
|
|
37,110
|
|
||||||
60 to 89 days
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
90 to 119 days
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
120 to 364 days
|
58,312
|
|
|
—
|
|
|
58,312
|
|
|
206,490
|
|
|
—
|
|
|
206,490
|
|
||||||
One year and over
|
547,366
|
|
|
—
|
|
|
547,366
|
|
|
185,634
|
|
|
—
|
|
|
185,634
|
|
||||||
Total
|
$
|
605,678
|
|
|
$
|
34,446
|
|
|
$
|
640,124
|
|
|
$
|
414,057
|
|
|
$
|
37,110
|
|
|
$
|
451,167
|
|
Weighted average borrowing rate
|
3.62
|
%
|
|
3.56
|
%
|
|
3.62
|
%
|
|
3.14
|
%
|
|
3.31
|
%
|
|
3.16
|
%
|
(1)
|
Includes both AFS securities and HTM securities sold under agreements to repurchase.
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Loans held-for-investment
|
$
|
839,482
|
|
|
$
|
600,634
|
|
Available-for-sale securities, at fair value
|
12,782
|
|
|
12,686
|
|
||
Held-to-maturity securities
|
43,496
|
|
|
48,252
|
|
||
Restricted cash
|
87
|
|
|
—
|
|
||
Due from counterparties
|
361
|
|
|
249
|
|
||
Total
|
$
|
896,208
|
|
|
$
|
661,821
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||
(dollars in thousands)
|
Amount Outstanding
|
|
Net Counterparty Exposure
(1)
|
|
Percent of Equity
|
|
Weighted Average Years to Maturity
|
|
Amount Outstanding
|
|
Net Counterparty Exposure
(1)
|
|
Percent of Equity
|
|
Weighted Average Years to Maturity
|
||||||||||
JPMorgan Chase Bank
|
$
|
246,148
|
|
|
$
|
107,092
|
|
|
13
|
%
|
|
1.73
|
|
$
|
204,679
|
|
|
$
|
104,380
|
|
|
24
|
%
|
|
0.78
|
Morgan Stanley Bank
|
229,870
|
|
|
80,854
|
|
|
10
|
%
|
|
2.99
|
|
185,634
|
|
|
62,715
|
|
|
15
|
%
|
|
2.13
|
||||
All other counterparties
(2)
|
164,106
|
|
|
69,646
|
|
|
8
|
%
|
|
1.42
|
|
60,854
|
|
|
45,624
|
|
|
11
|
%
|
|
0.54
|
||||
Total
|
$
|
640,124
|
|
|
$
|
257,592
|
|
|
|
|
|
|
$
|
451,167
|
|
|
$
|
212,719
|
|
|
|
|
|
(1)
|
Represents the net carrying value of the loans held-for-investment, AFS securities and HTM securities sold under agreements to repurchase, including accrued interest plus any cash on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest.
|
(2)
|
Represents amounts outstanding with
three
and
two
counterparties at
June 30, 2017
and
December 31, 2016
, respectively.
|
(in thousands)
|
June 30,
2017 |
|
December 31,
2016 |
||||
Available-for-sale securities
|
|
|
|
||||
Unrealized gains
|
$
|
—
|
|
|
$
|
—
|
|
Unrealized losses
|
(16
|
)
|
|
(112
|
)
|
||
Accumulated other comprehensive income
|
$
|
(16
|
)
|
|
$
|
(112
|
)
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Market Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Market Value
|
||||||
Outstanding at Beginning of Period
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
163,205
|
|
|
19.50
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(13,205
|
)
|
|
(19.50
|
)
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Outstanding at End of Period
|
150,000
|
|
|
$
|
19.50
|
|
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Current tax (benefit) provision:
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
|
$
|
(10
|
)
|
State
|
(1
|
)
|
|
—
|
|
|
2
|
|
|
3
|
|
||||
Total current tax benefit
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
||||
Deferred tax provision
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total benefit from income taxes
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(in thousands, except share data)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
169
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
—
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
43,084,205
|
|
|
—
|
|
|
43,084,205
|
|
|
—
|
|
||||
Weighted average restricted stock shares
|
150,000
|
|
|
—
|
|
|
150,000
|
|
|
—
|
|
||||
Basic and diluted weighted average shares outstanding
|
43,234,205
|
|
|
—
|
|
|
43,234,205
|
|
|
—
|
|
||||
Basic and Diluted Earnings Per Share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Senior Mortgage Loans.
Commercial mortgage loans that are secured by real estate and evidenced by a first priority mortgage. These loans may vary in term, may bear interest at a fixed or floating rate (although our focus is floating-rate loans), and may amortize and typically require a balloon payment of principal at maturity. These investments may encompass a whole loan or may include
pari passu
participations within such a mortgage loan. These loans may finance stabilized properties or properties that are subject to a business plan that is expected to enhance the value of the property through lease-up, refurbishment, updating or repositioning.
|
•
|
Mezzanine Loans.
Mezzanine loans are secured by a pledge of equity interests in the property. These loans are subordinate to a senior mortgage loan, but senior to the property owner’s equity.
|
•
|
Preferred Equity.
Investments that are subordinate to any mortgage and mezzanine loans, but senior to the property owner’s common equity.
|
•
|
Subordinated Mortgage Interests.
Sometimes referred to as a B-note, a subordinated mortgage interest is an investment in a junior portion of a mortgage loan. B-notes have the same borrower and benefit from the same underlying secured obligation and collateral as the senior mortgage loan, but are subordinated in priority payments in the event of default.
|
•
|
Other Real Estate Securities.
Investments in real estate that take the form of commercial mortgage-backed securities, or CMBS, or collateralized loan obligations, or CLOs, that are collateralized by pools of real estate debt instruments, which are often senior mortgage loans, or other securities. These may be classified as available-for-sale, or AFS, securities or held-to-maturity, or HTM, securities.
|
•
|
the timing of cash flows, if any, from our investments;
|
•
|
the state of the U.S. economy generally or in specific geographic regions;
|
•
|
defaults by borrowers in paying debt service on outstanding items and borrowers' abilities to manage and stabilize properties;
|
•
|
actions and initiatives of the U.S. Government and changes to U.S. Government policies;
|
•
|
our ability to obtain financing arrangements on terms favorable to us or at all;
|
•
|
financing and advance rates for our target investments;
|
•
|
our expected leverage;
|
•
|
general volatility of the securities markets in which we invest;
|
•
|
the return or impact of current or future investments;
|
•
|
allocation of investment opportunities to us by our Manager;
|
•
|
changes in interest rates and the market value of our investments;
|
•
|
effects of hedging instruments on our target investments;
|
•
|
rates of default or decreased recovery rates on our target investments;
|
•
|
the degree to which our hedging strategies may or may not protect us from interest rate volatility;
|
•
|
changes in governmental regulations, tax law and rates, and similar matters;
|
•
|
our ability to maintain our qualification as a REIT for U.S. federal income tax purposes;
|
•
|
availability of investment opportunities in mortgage-related and real estate-related investments and securities;
|
•
|
our ability to locate suitable investments, and monitor, service and administer our investments and execute our investment strategy;
|
•
|
availability of qualified personnel;
|
•
|
estimates relating to our ability to make distributions to our stockholders in the future;
|
•
|
our understanding of our competition; and
|
•
|
market trends in our industry, interest rates, real estate values, the debt securities markets or the general economy.
|
(in thousands, except share data)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Income Statement Data:
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Interest income:
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Loans held-for-investment
|
|
$
|
24,920
|
|
|
$
|
12,238
|
|
|
$
|
47,558
|
|
|
$
|
22,129
|
|
Available-for-sale securities
|
|
256
|
|
|
248
|
|
|
502
|
|
|
516
|
|
||||
Held-to-maturity securities
|
|
920
|
|
|
1,062
|
|
|
1,852
|
|
|
2,243
|
|
||||
Cash and cash equivalents
|
|
4
|
|
|
2
|
|
|
6
|
|
|
3
|
|
||||
Total interest income
|
|
26,100
|
|
|
13,550
|
|
|
49,918
|
|
|
24,891
|
|
||||
Interest expense
|
|
7,773
|
|
|
2,576
|
|
|
13,879
|
|
|
4,028
|
|
||||
Net interest income
|
|
18,327
|
|
|
10,974
|
|
|
36,039
|
|
|
20,863
|
|
||||
Other income:
|
|
|
|
|
|
|
|
|
||||||||
Ancillary fee income
|
|
—
|
|
|
21
|
|
|
—
|
|
|
26
|
|
||||
Total other income
|
|
—
|
|
|
21
|
|
|
—
|
|
|
26
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
||||||||
Management fees
|
|
1,925
|
|
|
1,640
|
|
|
3,587
|
|
|
3,409
|
|
||||
Servicing expense
|
|
307
|
|
|
122
|
|
|
629
|
|
|
227
|
|
||||
Other operating expenses
|
|
1,900
|
|
|
1,396
|
|
|
4,173
|
|
|
3,483
|
|
||||
Total expenses
|
|
4,132
|
|
|
3,158
|
|
|
8,389
|
|
|
7,119
|
|
||||
Income before income taxes
|
|
14,195
|
|
|
7,837
|
|
|
27,650
|
|
|
13,770
|
|
||||
Benefit from income taxes
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
||||
Net income
|
|
$
|
14,197
|
|
|
$
|
7,838
|
|
|
$
|
27,651
|
|
|
$
|
13,777
|
|
Basic and diluted earnings per weighted average common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Dividends declared per common share
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Basic and diluted weighted average number of shares of common stock outstanding
|
|
43,234,205
|
|
|
—
|
|
|
43,234,205
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
14,197
|
|
|
$
|
7,838
|
|
|
$
|
27,651
|
|
|
$
|
13,777
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on available-for-sale securities
|
|
16
|
|
|
63
|
|
|
96
|
|
|
(192
|
)
|
||||
Other comprehensive income (loss)
|
|
16
|
|
|
63
|
|
|
96
|
|
|
(192
|
)
|
||||
Comprehensive income
|
|
$
|
14,213
|
|
|
$
|
7,901
|
|
|
$
|
27,747
|
|
|
$
|
13,585
|
|
(in thousands)
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Balance Sheet Data:
|
|
|
||||||
|
|
(unaudited)
|
|
|
||||
Loans held-for-investment
|
|
$
|
1,739,253
|
|
|
$
|
1,364,291
|
|
Total assets
|
|
$
|
2,071,989
|
|
|
$
|
1,495,607
|
|
Repurchase agreements
|
|
$
|
640,124
|
|
|
$
|
451,167
|
|
Note payable to affiliate
|
|
$
|
592,280
|
|
|
$
|
593,632
|
|
Total stockholders’ equity
|
|
$
|
832,398
|
|
|
$
|
427,991
|
|
|
Three Months Ended June 30, 2017
|
|
Six Months Ended June 30, 2017
|
||||||||||||||||||
(dollars in thousands)
|
Average Balance
(1)
|
|
Interest Income/Expense
|
|
Net Yield/Cost of Funds
|
|
Average Balance
(1)
|
|
Interest Income/Expense
|
|
Net Yield/Cost of Funds
|
||||||||||
Interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held-for-investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First mortgages
|
$
|
1,510,926
|
|
|
$
|
22,546
|
|
|
6.0
|
%
|
|
$
|
1,442,240
|
|
|
$
|
42,809
|
|
|
5.9
|
%
|
Subordinated loans
|
104,432
|
|
|
2,374
|
|
|
9.1
|
%
|
|
103,058
|
|
|
4,749
|
|
|
9.2
|
%
|
||||
Available-for-sale securities
|
12,798
|
|
|
256
|
|
|
8.0
|
%
|
|
12,798
|
|
|
502
|
|
|
7.8
|
%
|
||||
Held-to-maturity securities
|
44,063
|
|
|
920
|
|
|
8.4
|
%
|
|
45,234
|
|
|
1,852
|
|
|
8.2
|
%
|
||||
Other
|
|
|
4
|
|
|
|
|
|
|
6
|
|
|
|
|
|||||||
Total interest income/net asset yield
|
$
|
1,672,219
|
|
|
$
|
26,100
|
|
|
6.2
|
%
|
|
$
|
1,603,330
|
|
|
$
|
49,918
|
|
|
6.2
|
%
|
Interest-bearing liabilities
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collateralized by:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held-for-investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
First mortgages
|
$
|
1,129,646
|
|
|
$
|
7,208
|
|
|
2.6
|
%
|
|
$
|
1,086,320
|
|
|
$
|
12,782
|
|
|
2.4
|
%
|
Subordinated loans
|
30,468
|
|
|
256
|
|
|
3.4
|
%
|
|
30,038
|
|
|
482
|
|
|
3.2
|
%
|
||||
Available-for-sale securities
|
8,140
|
|
|
64
|
|
|
3.2
|
%
|
|
8,133
|
|
|
125
|
|
|
3.1
|
%
|
||||
Held-to-maturity securities
|
26,781
|
|
|
245
|
|
|
3.7
|
%
|
|
27,466
|
|
|
490
|
|
|
3.6
|
%
|
||||
Total interest expense/cost of funds
|
$
|
1,195,035
|
|
|
7,773
|
|
|
2.6
|
%
|
|
$
|
1,151,957
|
|
|
13,879
|
|
|
2.4
|
%
|
||
Net interest income/spread
|
|
|
$
|
18,327
|
|
|
3.6
|
%
|
|
|
|
$
|
36,039
|
|
|
3.8
|
%
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
(dollars in thousands)
|
Average Balance
(1)
|
|
Interest Income/Expense
|
|
Net Yield/Cost of Funds
|
|
Average Balance
(1)
|
|
Interest Income/Expense
|
|
Net Yield/Cost of Funds
|
||||||||||
Interest-earning assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held-for-investment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First mortgages
|
$
|
713,261
|
|
|
$
|
10,053
|
|
|
5.6
|
%
|
|
$
|
626,901
|
|
|
$
|
17,735
|
|
|
5.7
|
%
|
Subordinated loans
|
89,558
|
|
|
2,185
|
|
|
9.8
|
%
|
|
89,569
|
|
|
4,394
|
|
|
9.8
|
%
|
||||
Available-for-sale securities
|
13,187
|
|
|
248
|
|
|
7.5
|
%
|
|
13,748
|
|
|
516
|
|
|
7.5
|
%
|
||||
Held-to-maturity securities
|
54,669
|
|
|
1,062
|
|
|
7.8
|
%
|
|
57,803
|
|
|
2,243
|
|
|
7.8
|
%
|
||||
Other
|
|
|
2
|
|
|
|
|
|
|
3
|
|
|
|
|
|||||||
Total interest income/net asset yield
|
$
|
870,675
|
|
|
$
|
13,550
|
|
|
6.2
|
%
|
|
$
|
788,021
|
|
|
$
|
24,891
|
|
|
6.3
|
%
|
Interest-bearing liabilities
(2)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Collateralized by:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans held-for-investment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
First mortgages
|
$
|
480,906
|
|
|
$
|
2,120
|
|
|
1.8
|
%
|
|
$
|
380,105
|
|
|
$
|
3,111
|
|
|
1.6
|
%
|
Subordinated loans
|
21,975
|
|
|
135
|
|
|
2.5
|
%
|
|
22,115
|
|
|
270
|
|
|
2.4
|
%
|
||||
Available-for-sale securities
|
8,559
|
|
|
56
|
|
|
2.6
|
%
|
|
8,783
|
|
|
112
|
|
|
2.5
|
%
|
||||
Held-to-maturity securities
|
33,822
|
|
|
265
|
|
|
3.1
|
%
|
|
35,216
|
|
|
535
|
|
|
3.0
|
%
|
||||
Total interest expense/cost of funds
|
$
|
545,262
|
|
|
2,576
|
|
|
1.9
|
%
|
|
$
|
446,219
|
|
|
4,028
|
|
|
1.8
|
%
|
||
Net interest income/spread
|
|
|
$
|
10,974
|
|
|
4.3
|
%
|
|
|
|
$
|
20,863
|
|
|
4.5
|
%
|
(1)
|
Average balance represents average amortized cost on loans held-for-investment, AFS securities and HTM securities.
|
(2)
|
Includes repurchase agreements and note payable to affiliate.
|
(1)
|
Cash coupon does not include origination or exit fees. Weighted average cash coupon excludes fixed rate loans.
|
(2)
|
Yield includes net origination fees and exit fees, but does not include future fundings, and is expressed as a monthly equivalent. Weighted average yield excludes fixed rate loans.
|
(3)
|
Initial LTV considers the “as is” value (as determined in conformance with the Uniform Standards of Professional Appraisal Practice, or USPAP) of the underlying property or properties, as set forth in the original appraisal.
|
(4)
|
Stabilized LTV considers the “as stabilized” value (as determined in conformance with USPAP) of the underlying property or properties, as set forth in the original appraisal. “As stabilized” value may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances or free or abated rent periods, or increased tenant occupancies.
|
(dollars in thousands)
|
Quarterly Average
|
|
End of Period Balance
|
|
Maximum Balance of Any Month-End
|
||||||
For the Three Months Ended June 30, 2017
|
$
|
1,195,035
|
|
|
$
|
1,232,404
|
|
|
$
|
1,253,857
|
|
For the Three Months Ended March 31, 2017
|
$
|
1,108,882
|
|
|
$
|
1,145,891
|
|
|
$
|
1,145,891
|
|
For the Three Months Ended December 31, 2016
|
$
|
864,835
|
|
|
$
|
1,044,799
|
|
|
$
|
1,044,799
|
|
For the Three Months Ended September 30, 2016
|
$
|
656,118
|
|
|
$
|
773,346
|
|
|
$
|
773,346
|
|
For the Three Months Ended June 30, 2016
|
$
|
545,262
|
|
|
$
|
624,659
|
|
|
$
|
624,659
|
|
(dollars in millions, except per share amounts)
|
Book Value
|
|
Common Shares Outstanding
|
|
Common Book Value Per Share
|
|||||
Equity at March 31, 2017 (pre-IPO)
|
$
|
441.5
|
|
|
—
|
|
|
$
|
—
|
|
Comprehensive income
|
14.2
|
|
|
|
|
|
||||
Other
|
—
|
|
|
0.2
|
|
|
|
|||
Balance before capital transactions
|
455.7
|
|
|
0.2
|
|
|
|
|||
Net capital contributions from Two Harbors
|
194.8
|
|
|
|
|
|
||||
Issuance of common stock, net of offering costs
|
181.9
|
|
|
43.1
|
|
|
|
|||
Common stockholders' equity at June 30, 2017
|
$
|
832.4
|
|
|
43.3
|
|
|
$
|
19.25
|
|
|
As of June 30, 2017
|
||||||||||||||
(dollars in thousands)
|
Expiration Date
(1)
|
|
Committed
|
|
Amount Outstanding
|
|
Unused Capacity
|
|
Total Capacity
|
||||||
JPMorgan Chase Bank
|
June 28, 2019
|
|
No
|
|
$
|
211,702
|
|
|
$
|
288,298
|
|
|
$
|
500,000
|
|
Morgan Stanley Bank
(2)
|
June 28, 2020
|
|
No
|
|
$
|
229,870
|
|
|
$
|
270,130
|
|
|
$
|
500,000
|
|
Wells Fargo Bank
(3)
|
June 28, 2019
|
|
No
|
|
$
|
90,000
|
|
|
$
|
286,540
|
|
|
$
|
376,540
|
|
Goldman Sachs Bank
|
May 2, 2019
|
|
No
|
|
$
|
15,794
|
|
|
$
|
234,206
|
|
|
$
|
250,000
|
|
Citibank
|
June 28, 2020
|
|
No
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
250,000
|
|
UBS
(4)
|
November 1, 2017
|
|
No
|
|
$
|
58,312
|
|
|
$
|
41,688
|
|
|
$
|
100,000
|
|
(1)
|
The facilities are set to mature on the stated expiration date, unless extended pursuant to their terms.
|
(2)
|
Includes an option, to be exercised at the Company’s discretion, to increase the maximum facility amount to $600 million, subject to certain customary conditions contained in the agreement.
|
(3)
|
This facility finances a fixed pool of assets.
|
(4)
|
This facility is a short-term bridge financing facility.
|
•
|
Unrestricted cash cannot be less than the greater of $30.0 million and 5.0% of recourse indebtedness. As of
June 30, 2017
, our unrestricted cash, as defined, was $249.1 million, while 5.0% of our recourse indebtedness, as defined, was $41.1 million.
|
•
|
Tangible net worth must be greater than the sum of 75.0% of tangible net worth as of June 28, 2017 and 75.0% of net cash proceeds of additional equity issuances, which calculates to $624.1 million. As of
June 30, 2017
, our tangible net worth, as defined, was $832.4 million.
|
•
|
Target asset leverage ratio cannot exceed 75.0% and our total leverage ratio cannot not exceed 80.0%. As of
June 30, 2017
, our target asset leverage ratio, as defined, was 68.6% and our total leverage ratio, as defined, was 59.8%.
|
•
|
Minimum interest coverage must be greater than 1.5:1.0. As of
June 30, 2017
, our minimum interest coverage, as defined, was 3.4:1.0.
|
(in thousands)
|
June 30,
2017 |
||
Loans held-for-investment
|
$
|
1,559,755
|
|
Available-for-sale securities, at fair value
|
12,782
|
|
|
Held-to-maturity securities
|
43,496
|
|
|
Restricted cash
|
87
|
|
|
Due from counterparties
|
361
|
|
|
Total
|
$
|
1,616,481
|
|
(in thousands)
|
June 30,
2017 |
||
Within 30 days
|
$
|
—
|
|
30 to 59 days
|
34,446
|
|
|
60 to 89 days
|
—
|
|
|
90 to 119 days
|
—
|
|
|
120 to 364 days
|
650,592
|
|
|
One year and over
|
547,366
|
|
|
Total
|
$
|
1,232,404
|
|
•
|
Cash flows from operating activities.
For the
three months ended
June 30, 2017
, operating activities
decreased
our cash balances by approximately
$16.2 million
, primarily driven by our financial results for the quarter.
|
•
|
Cash flows from investing activities
. For the
three months ended
June 30, 2017
, investing activities
decreased
our cash balances by approximately
$232.4 million
, primarily driven by originations and acquisitions of loans held-for-investment.
|
•
|
Cash flows from financing activities.
For the
three months ended
June 30, 2017
, financing activities
increased
our cash balance by approximately
$463.2 million
, primarily driven by proceeds from repurchase agreements due to originations and acquisitions of loans held-for-investment.
|
|
Changes in Interest Rates
|
||||||||||||||
(dollars in thousands)
|
-100 bps
|
|
-50 bps
|
|
+50 bps
|
|
+100 bps
|
||||||||
Change in value of financial position:
|
|
|
|
|
|
|
|
||||||||
Loans held-for-investment
|
$
|
605
|
|
|
$
|
352
|
|
|
$
|
(357
|
)
|
|
$
|
(715
|
)
|
Available-for-sale securities
|
5
|
|
|
3
|
|
|
(3
|
)
|
|
(5
|
)
|
||||
Held-to-maturity securities
|
18
|
|
|
9
|
|
|
(9
|
)
|
|
(18
|
)
|
||||
Repurchase agreements
|
(295
|
)
|
|
(148
|
)
|
|
148
|
|
|
295
|
|
||||
Note payable to affiliate
|
(636
|
)
|
|
(318
|
)
|
|
318
|
|
|
636
|
|
||||
Total net assets
|
$
|
(321
|
)
|
|
$
|
(111
|
)
|
|
$
|
106
|
|
|
$
|
211
|
|
|
|
|
|
|
|
|
|
||||||||
|
-100 bps
|
|
-50 bps
|
|
+50 bps
|
|
+100 bps
|
||||||||
Change in annualized net interest income:
|
$
|
(2,809
|
)
|
|
$
|
(2,539
|
)
|
|
$
|
2,662
|
|
|
$
|
5,324
|
|
•
|
we manage our portfolio with focus on diligent, investment-specific market review, enforcement of loan and security rights, and timely execution of disposition strategies;
|
•
|
we engage in a variety of interest rate management techniques that seek to mitigate effects of interest rate changes on the values of, and returns we earn on, some of our target investments, and to help us achieve our risk management objectives;
|
•
|
we actively employ portfolio-wide and investment-specific risk measurement and management processes in our daily operations, including utilizing our Manager’s risk management tools; and
|
•
|
we seek to manage credit risk through our rigorous underwriting due diligence process prior to origination or acquisition of our target investments and through the use of non-recourse financing, when and where available and appropriate.
|
•
|
acquire investments subject to rights of senior classes, special servicers or collateral managers under intercreditor, servicing agreements or securitization documents;
|
•
|
pledge our investments as collateral for financing arrangements;
|
•
|
acquire only a minority and/or a non-controlling participation in an underlying investment;
|
•
|
co-invest with others through partnerships, joint ventures or other entities, thereby acquiring non-controlling interests; or
|
•
|
rely on independent third-party management or servicing with respect to the management of an asset.
|
•
|
tenant mix;
|
•
|
success of tenant businesses;
|
•
|
property management decisions, including decisions on capital improvements;
|
•
|
property location and condition;
|
•
|
competition from similar properties;
|
•
|
changes in national, regional or local economic conditions;
|
•
|
changes in regional or local real estate values;
|
•
|
changes in regional or local rental or occupancy rates;
|
•
|
changes in interest rates and in the state of the debt and equity capital markets, including the availability of debt financing for commercial real estate;
|
•
|
changes in governmental rules, regulations and fiscal policies, including real estate taxes, environmental legislation and zoning laws;
|
•
|
environmental contamination;
|
•
|
fraudulent acts or theft on the part of the property owner, sponsor and/or manager; and
|
•
|
acts of God, terrorism, social unrest and civil disturbances, which may result in property damage, decrease the availability of or increase the cost of insurance or otherwise result in uninsured losses.
|
•
|
our cash flow from operations may be insufficient to make required payments of principal of and interest on our debt, which is likely to result in (a) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision), which we then may be unable to repay from internal funds or to refinance on favorable terms, or at all, (b) our inability to borrow undrawn amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements, which would result in a decrease in our liquidity, and/or (c) the loss of some or all of our collateral assets to foreclosure or sale;
|
•
|
our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase in an amount sufficient to offset the higher financing costs;
|
•
|
we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, stockholder distributions or other purposes; and
|
•
|
we may not be able to refinance any debt that matures prior to the maturity (or realization) of an underlying investment it was used to finance on favorable terms or at all.
|
•
|
hedging can be expensive, particularly during periods of volatile or rapidly changing interest rates;
|
•
|
available hedges may not correspond directly with the risks for which protection is sought;
|
•
|
the duration of the hedge may not match the duration of the related liability;
|
•
|
the amount of income that a REIT may earn from certain hedging transactions (other than through our taxable REIT subsidiaries, or TRSs) is limited by U.S. federal income tax provisions;
|
•
|
the credit quality of a hedging counterparty may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and
|
•
|
the hedging counterparty may default on its obligations.
|
•
|
we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at regular corporate income tax rates;
|
•
|
any resulting tax liability could be substantial and could have a material adverse effect on our book value;
|
•
|
unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and thus, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and
|
•
|
we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.
|
•
|
our actual or projected operating results, financial condition, cash flows and liquidity, or changes in business strategy or prospects;
|
•
|
actual or perceived conflicts of interest with our Manager and our executive officers;
|
•
|
equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur;
|
•
|
loss of a major funding source;
|
•
|
actual or anticipated accounting problems;
|
•
|
publication of research reports about us or the real estate industry;
|
•
|
changes in market valuations of similar companies;
|
•
|
adverse market reaction to any increased indebtedness we incur in the future;
|
•
|
additions to or departures of our Manager’s or our managements’ key personnel;
|
•
|
speculation in the press or investment community;
|
•
|
increases in market interest rates, which may lead investors to demand a higher distribution yield for our common stock, if we have begun to make distributions to our stockholders, and would result in increased interest expenses on our debt;
|
•
|
failure to maintain our REIT qualification or exclusion from the Investment Company Act;
|
•
|
price and volume fluctuations from time to time due to a variety of factors, including limited liquidity in our shares if Two Harbors continues to hold at least a majority of our common stock after the closing of our IPO;
|
•
|
general market and economic conditions, and trends including inflationary concerns, the current state of the credit and capital markets;
|
•
|
significant volatility in the market price and trading volume of securities of publicly traded REITs or other companies in our sector, which are not necessarily related to the operating performance of these companies;
|
•
|
changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to REITs;
|
•
|
changes in the value of our portfolio;
|
•
|
any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;
|
•
|
operating performance of companies comparable to us;
|
•
|
short-selling pressure with respect to shares of our common stock or REITs generally; and
|
•
|
the strength of the commercial real estate market and the U.S. economy generally.
|
•
|
the profitability of the investment of the net proceeds of our IPO;
|
•
|
our ability to make profitable investments;
|
•
|
margin calls or other expenses that reduce our cash flow;
|
•
|
defaults in our asset portfolio or decreases in the value of our portfolio; and
|
•
|
the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
|
•
|
80% of the votes entitled to be cast by stockholders; and
|
•
|
two-thirds of the votes entitled to be cast by stockholders other than the interested stockholder and affiliates and associates thereof.
|
•
|
one-tenth or more but less than one-third;
|
•
|
one-third or more but less than a majority; or
|
•
|
a majority or more of all voting power.
|
•
|
actual receipt of an improper benefit or profit in money, property or services; or
|
•
|
active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.
|
Exhibit Number
|
|
Exhibit Index
|
2.1
|
|
Contribution Agreement, dated as of June 22, 2017, between Two Harbors Investment Corp. and Granite Point Mortgage Trust Inc. (incorporated by reference to Exhibit 99.1 of Two Harbors Investment Corp.’s Current Report on Form 8-K filed with the SEC on June 23, 2017).
|
3.1
|
|
Articles of Amendment and Restatement of Granite Point Mortgage Trust Inc. (incorporated by reference to Exhibit 3.1 of Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 20, 2017).
|
3.2
|
|
Amended and Restated Bylaws of Granite Point Mortgage Trust Inc. (incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 15, 2017).
|
3.3
|
|
Articles Supplementary for Cumulative Redeemable Preferred Stock of Granite Point Mortgage Trust Inc. (incorporated by reference to Exhibit 3.3 of Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 20, 2017).
|
4.1
|
|
Specimen Common Stock Certificate of Granite Point Mortgage Trust Inc. (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 15, 2017).
|
10.1
|
|
Management Agreement, dated as of June 28, 2017, between Granite Point Mortgage Trust Inc. and Pine River Capital Management L.P. (filed herewith)
|
10.2
|
|
Director Designation Agreement, dated as of June 14, 2017, between Granite Point Mortgage Trust Inc. and Two Harbors Investment Corp. (incorporated by reference to Exhibit 10.2 of Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 20, 2017).
|
10.3
|
|
Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan (includes restricted stock award agreement) (incorporated by reference to Exhibit 10.3 of Amendment No. 3 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 20, 2017).
|
10.4
|
|
Form of Indemnification Agreement to be entered into by and between Granite Point Mortgage Trust Inc. and certain officers and directors (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 15, 2017).
|
10.5
|
|
Granite Point Mortgage Trust Inc. Director Compensation Policy (incorporated by reference to Exhibit 10.5 of Amendment No. 1 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 15, 2017).
|
10.6
|
|
Master Repurchase and Securities Contract Agreement, dated as of February 18, 2016, First Amendment to Master Repurchase and Securities Contract Agreement, dated as of June 30, 2016, and Second Amendment to Master Repurchase and Securities Contract Agreement, dated as of February 21, 2017, each between Morgan Stanley Bank and TH Commercial MS II, LLC (incorporated by reference to Exhibit 10.8 of Amendment No. 1 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 15, 2017).
|
10.7
|
|
Third Amendment to Master Repurchase and Securities Contract Agreement, dated as of June 28, 2017, by and between Morgan Stanley Bank, N.A. and TH Commercial MS II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
|
10.8
|
|
Uncommitted Master Repurchase Agreement, dated as of December 3, 2015, between TH Commercial JPM LLC and JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 10.7 of Amendment No. 1 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 15, 2017).
|
10.9
|
|
Amendment No. 1 to Master Repurchase Agreement, dated as of June 28, 2017, by and between JPMorgan Chase Bank, National Association and TH Commercial JPM LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
|
10.10
|
|
Master Repurchase and Securities Contract Agreement, dated as of May 2, 2017, between TH Commercial GS LLC and Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.6 of Amendment No. 1 to the Company’s Registration Statement on Form S-11 (File No. 333-218197) filed with the SEC on June 15, 2017).
|
10.11
|
|
First Amendment to Master Repurchase and Securities Contract Agreement, dated as of June 28, 2017, by and between Goldman Sachs Bank USA and TH Commercial GS LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
|
10.12
|
|
Master Repurchase Agreement, dated as of June 28, 2017, by and between Citibank, N.A. and GP Commercial CB LLC (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
|
Exhibit Number
|
|
Exhibit Index
|
10.13
|
|
Master Repurchase Agreement and Securities Contract, dated as of June 28, 2017, by and between Wells Fargo Bank, National Association and GP Commercial WF LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
|
10.14
|
|
Amendment Number One to the Master Repurchase Agreement and Securities Contract, dated as of July 11, 2017, by and between GP Commercial WF LLC and Wells Fargo Bank, National Association, and acknowledged and agreed to by Granite Point Mortgage Trust Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2017).
|
10.15
|
|
Master Repurchase Agreement, dated as of November 4, 2016, and Amendment No. 1 to Master Repurchase Agreement, dated as of June 28, 2017, each by and between UBS AG and TH Commercial UBS LLC (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
|
10.16
|
|
Guaranty, dated June 28, 2017, by Granite Point Mortgage Trust Inc. in favor of Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
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10.17
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Amended and Restated Guarantee Agreement, dated as of June 28, 2017, by Granite Point Mortgage Trust Inc. in favor of JPMorgan Chase Bank, National Association (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
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10.18
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Guarantee Agreement, dated as of June 28, 2017, by Granite Point Mortgage Trust Inc. in favor of Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
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10.19
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Guaranty, dated as of June 28, 2017, by Granite Point Mortgage Trust Inc. in favor of Citibank, N.A. (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
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10.20
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Guarantee Agreement, dated as of June 28, 2017, by Granite Point Mortgage Trust Inc. in favor of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.11 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
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10.21
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Guaranty, dated as of June 28, 2017, by Granite Point Mortgage Trust Inc. in favor of UBS AG (incorporated by reference to Exhibit 10.12 of the Company’s Current Report on Form 8-K filed with the SEC on July 5, 2017).
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31.1
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Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
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31.2
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Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
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32.1
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Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
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32.2
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Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)
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101
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Financial statements from the Quarterly Report on Form 10-Q of Granite Point Mortgage Trust Inc. for the three months ended June 30, 2017, filed with the SEC on August 14, 2017, formatted in XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Stockholders’ Equity, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) the Notes to the Condensed Consolidated Financial Statements. (filed herewith)
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GRANITE POINT MORTGAGE TRUST INC.
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Dated:
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August 14, 2017
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By:
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/s/ John A. Taylor
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John A. Taylor
President, Chief Executive Officer and Director
(Principal Executive Officer)
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Dated:
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August 14, 2017
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By:
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/s/ Marcin Urbaszek
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Marcin Urbaszek
Chief Financial Officer
(Principal Financial Officer) |
The Company:
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Granite Point Mortgage Trust Inc.
590 Madison Avenue, 36 th Floor New York, New York 10022 Attention: General Counsel Email: legal@gpmortgagetrust.com |
The Manager:
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Pine River Capital Management L.P.
601 Carlson Parkway, 7
th
Floor
Minnetonka, Minnesota 55405
Attention: General Counsel
Email: tim.obrien@prcm.com
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Date:
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August 14, 2017
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/s/ John A. Taylor
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John A. Taylor
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Chief Executive Officer and President
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Date:
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August 14, 2017
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/s/ Marcin Urbaszek
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Marcin Urbaszek
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Chief Financial Officer and Treasurer
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Date:
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August 14, 2017
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/s/ John A. Taylor
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John A. Taylor
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Chief Executive Officer and President
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Date:
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August 14, 2017
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/s/ Marcin Urbaszek
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Marcin Urbaszek
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Chief Financial Officer and Treasurer
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