Granite Point Mortgage Trust Inc
For the period ended Mar 31, 2024. Filed May 7, 2024.
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Mar 31, 2024 · Filed May 7, 2024
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Notes to the Condensed Consolidated Financial Statements
Note 1. Organization and Operations
Granite Point Mortgage Trust Inc., or the Company, is an internally managed commercial real estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. These investments are capitalized by accessing a variety of funding sources, including borrowing under the Company’s bank credit facilities or other asset financings, issuing commercial real estate collateralized loan obligations, or CRE CLOs, and issuing other forms of secured and unsecured debt and equity securities, depending on market conditions and the Company’s view of the most appropriate funding option available for the Company’s investments. The Company is not in the business of buying or trading securities, and the only securities it owns are the retained interests from its CRE CLOs. The Company’s investment objective is to preserve the Company’s stockholders’ capital while generating attractive risk-adjusted returns over the long term, primarily through dividends derived from current income produced by the Company’s investment portfolio. The Company’s common stock is listed on the NYSE under the symbol “GPMT”. The Company operates its business in a manner that is intended to permit it to maintain its exclusion from registration under the Investment Company Act of 1940. The Company operates its business asone segment. The Company was incorporated in Maryland on April 7, 2017, and commenced operations as a publicly traded company on June 28, 2017.
The Company has elected to be treated as a REIT, as defined under the Internal Revenue Code of 1986, as amended, or the Code, for U.S. federal income tax purposes. As long as the Company continues to comply with a number of requirements under federal tax law and maintains its qualification as a REIT, the Company generally will not be subject to U.S. federal income taxes to the extent that the Company distributes its taxable income to its stockholders on an annual basis and does not engage in prohibited transactions. However, certain activities that the Company may perform may cause it to earn income which will not be qualifying income for REIT purposes. The Company has designated one of its subsidiaries as a taxable REIT subsidiary, or TRS, as defined in the Code, to engage in such activities.
Note 2. Basis of Presentation and Significant Accounting Policies
Consolidation and Basis of Presentation
The interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, have been condensed or omitted according to such SEC rules and regulations. However, management believes that the disclosures included in these interim condensed consolidated financial statements are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at March 31, 2024 and results of operations for all periods presented have been made. The results of operations for the three months ended March 31, 2024 should not be construed as indicative of the results to be expected for future periods or the full year.
The unaudited condensed consolidated financial statements of the Company include the accounts of all subsidiaries; inter-company accounts and transactions have been eliminated.
All entities in which the Company holds investments that are considered variable interest entities, or VIEs, for financial reporting purposes were reviewed for consolidation under the applicable consolidation guidance. Whenever the Company has both the power to direct the activities of an entity that most significantly impact the entity’s performance, and the obligation to absorb losses or the right to receive benefits of the entity that could be significant, the Company consolidates the entity. See Note 5 -Variable Interest Entities and Securitized Debt Obligationsto the Company’s Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional details regarding consolidation of VIEs.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make a number of significant estimates. These include estimates of amount and timing of allowances for credit losses, fair value of certain assets and liabilities, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates (e.g., valuation changes to the underlying collateral of loans due to changes in market interest and capitalization rates, leasing, credit worthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, overall economic and capital markets conditions, the broader commercial real estate market, local geographic sub-markets or other factors) will occur in the near term.
The Company believes the estimates and assumptions underlying its condensed consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2024. However, the Company’s actual results could ultimately differ from its estimates and such differences may be material.
Significant Accounting Policies
Included in Note 2 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, is a summary of the Company’s significant accounting policies.
Recently Issued and/or Adopted Accounting Standards
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU 2023-07. The new guidance requires a public entity with a single reportable segment to provide new disclosures surrounding segment expenses and other segment items on an annual and interim basis, with the intention of improving reportable segment disclosure requirements as well as enhancing interim disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods with fiscal years beginning after December 15, 2024, with the guidance to be adopted retrospectively to all prior periods presented. The Company is currently evaluating the impact ASU 2023-07 will have on the Company’s condensed consolidated financial statements.
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09. The new guidance requires entities to disclose the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign jurisdiction, with the intention of improving the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and is to be adopted on a prospective basis with the option to apply retrospectively. The Company is currently evaluating the impact of this guidance but does not anticipate it will have a material impact on the Company’s condensed consolidated financial statements.
Note 3. Loans Held-for-Investment, Net of Allowance for Credit Losses
The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of March 31, 2024, and December 31, 2023:
| March 31, 2024 | |||
|---|---|---|---|
| (dollars in thousands) | SeniorLoans(1) | B-Notes | Total |
| Unpaid principal balance | $2,696,262 | $13,440 | $2,709,702 |
| Unamortized (discount) premium | (11) | — | (11) |
| Unamortized net deferred origination fees | (7,007) | — | (7,007) |
| Allowance for credit losses | (209,830) | (315) | (210,145) |
| Carrying value | $2,479,414 | $13,125 | $2,492,539 |
| Unfunded commitments | $134,387 | $— | $134,387 |
| Number of loans | 70 | 1 | 71 |
| Weighted average coupon(2) | 7.0% | 8.0% | 7.0% |
| Weighted average years to maturity(3) | 0.5 | 2.8 | 0.6 |
| December 31, 2023 | |||
|---|---|---|---|
| (dollars in thousands) | Senior Loans(1) | B-Notes | Total |
| Unpaid principal balance | $2,713,672 | $13,507 | $2,727,179 |
| Unamortized (discount) premium | (19) | — | (19) |
| Unamortized net deferred origination fees | (8,674) | — | (8,674) |
| Allowance for credit losses | (134,302) | (359) | (134,661) |
| Carrying value | $2,570,677 | $13,148 | $2,583,825 |
| Unfunded commitments | $160,698 | $— | $160,698 |
| Number of loans | 72 | 1 | 73 |
| Weighted average coupon(2) | 8.2% | 8.0% | 8.2% |
| Weighted average years to maturity(3) | 0.7 | 3.1 | 0.7 |
(1)Loans primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans.
(2)Weighted average coupon inclusive of the impact of nonaccrual loans.
(3)Based on contractual maturity date. Certain loans are subject to contractual extension options with such conditions stipulated in the applicable loan documents. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment fee. The Company may also extend contractual maturities in connection with certain loan modifications.
| (dollars in thousands) | March 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|
| Property Type | Carrying Value | % of Loan Portfolio | Carrying Value | % of Loan Portfolio |
| Office | $1,075,190 | 43.1% | $1,116,551 | 43.2% |
| Multifamily | 791,663 | 31.8% | 826,125 | 32.0% |
| Hotel | 180,561 | 7.2% | 180,891 | 7.0% |
| Retail | 243,677 | 9.8% | 257,945 | 10.0% |
| Industrial | 113,926 | 4.6% | 113,972 | 4.4% |
| Other | 87,522 | 3.5% | 88,341 | 3.4% |
| Total | $2,492,539 | 100.0% | $2,583,825 | 100.0% |
| (dollars in thousands) | March 31, 2024 | December 31, 2023 | ||
|---|---|---|---|---|
| Geographic Location | Carrying Value | % of Loan Portfolio | Carrying Value | % of Loan Portfolio |
| Northeast | $632,706 | 25.4% | $709,838 | 27.5% |
| Southwest | 490,734 | 19.7% | 495,133 | 19.2% |
| West | 323,887 | 13.0% | 328,547 | 12.7% |
| Midwest | 416,083 | 16.7% | 421,881 | 16.3% |
| Southeast | 629,129 | 25.2% | 628,426 | 24.3% |
| Total | $2,492,539 | 100.0% | $2,583,825 | 100.0% |
At both March 31, 2024, and December 31, 2023, loans held-for-investment with a carrying value, net of allowance for credit losses, of $2.5 billion collateralized the Company’s secured financing agreements and CRE CLOs. See Note 5 -Variable Interest Entities and Securitized Debt Obligations, and Note 6 -Secured Financing Agreements, for further detail.
Loan Portfolio Activity
The following table summarizes activity related to loans held-for-investment, net of allowance for credit losses, for the three months ended March 31, 2024, and 2023:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Balance at beginning of period | $2,583,825 | $3,267,815 |
| Originations, additional fundings, upsizing of loans and capitalized deferred interest | 18,001 | 18,205 |
| Repayments | (35,478) | (59,450) |
| Net discount accretion (premium amortization) | 8 | 13 |
| Increase (decrease) from net deferred origination fees | 59 | (619) |
| Amortization of net deferred origination fees | 1,608 | 2,531 |
| Provision for credit losses | (75,484) | (46,116) |
| Balance at end of period | $2,492,539 | $3,182,379 |
During the three months ended March 31, 2024, the Company funded $17.5 million of prior commitments and upsizings. Additionally, the Company received $28.1 million of full loan repayments, and partial paydowns and amortization of $7.4 million, for total loan repayments, paydowns and amortization of $35.5 million.
Allowance for Credit Losses
The following table presents the changes for the three months ended March 31, 2024, and 2023 in the allowance for credit losses on loans held-for-investment:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Balance at beginning of period | $134,661 | $82,335 |
| Provision for (benefit from) credit losses | 75,484 | 46,116 |
| Balance at end of period | $210,145 | $128,451 |
During the three months ended March 31, 2024, the Company recorded an increase of $75.5 million in its allowance for credit losses on loans held-for-investment. The increase was primarily due to: (i) $62.8 million related tofour loans (one multifamily loan, one office loan andtwo mixed-use loans) that were assessed individually and considered collateral-dependent for the first time during the three months ended March 31, 2024; and (ii) $11.6 million due to the ongoing challenges in the commercial real estate market and expectations for further pressure on property values and other loan specific assumptions employed in estimating the general Current Expected Credit Loss, or CECL, reserve.
As of March 31, 2024, the Company recognized $2.5 million in other liabilities related to the allowance for credit losses on unfunded commitments, resulting in a total allowance for credit losses of $212.7 million, and recorded a provision for credit losses of $0.1 million for the three months ended March 31, 2024, partially offset by a decrease in unfunded commitments, resulting in a total provision for credit losses of $(75.6) million for the three months ended March 31, 2024.
As of March 31, 2024, the Company hadten collateral-dependent loans with an aggregate principal balance of $539.7 million, for which the Company recorded an allowance for credit losses of $155.3 million. These loans were individually assessed in accordance with the CECL framework and the allowance for credit losses was determined based on the estimates of the collateral properties’ fair value. The performance of the collateral properties securing these loans has been impacted by an uncertain commercial real estate market and macroeconomic outlook, which includes weakening in credit fundamentals, capital markets volatility and significantly reduced real estate transaction activity, especially for certain property types, such as office assets located in underperforming markets, and a meaningfully higher cost of capital driven by high interest rates. These macroeconomic and market factors have resulted in the slowing of business plan execution and reduced market liquidity, thereby impacting the borrowers’ ability to either sell or refinance their properties to repay the Company’s loans. See Note 9 -Fair Value, for further detail on the fair value measurement of these loans.
Additionally, as of March 31, 2024, the Company hadtwo collateral-dependent loans with an aggregate principal balance of $102.2 million secured by office properties, for which the Company recorded no allowance for credit losses as the collateral’s estimated fair value exceeded the loan balances. See Note 9 -Fair Value, for further detail on the fair value measurement of these loans.
Nonaccrual Loans
The following table presents the carrying value of loans held-for-investment on nonaccrual status for the three months ended March 31, 2024, and 2023:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Nonaccrual loan carrying value at beginning of period | $343,683 | $207,958 |
| Addition of nonaccrual loan carrying value | 178,527 | 23,270 |
| Reduction of nonaccrual loan carrying value | (4,703) | (23,994) |
| Nonaccrual loan carrying value at end of period | $517,507 | $207,234 |
As of March 31, 2024, the Company hadthirteen senior loans with a total unpaid principal balance of $691.3 million and carrying value of $517.5 million that were held on nonaccrual status, compared tofive senior loans with a total unpaid principal balance of $274.8 million and carrying value of $207.2 million that were held on nonaccrual status as of March 31, 2023. All other loans were considered current with respect to principal and interest payments due as of March 31, 2024, and March 31, 2023.
Loan Modifications
The Company may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan’s maturity, and/or deferral of scheduled principal payments. In exchange for a modification, the Company may receive a partial repayment of principal, a short-term accrual of capitalized interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or an increase in the loan coupon or fees.
During the twelve months ended March 31, 2024, the Company entered intoone loan modification that requires disclosure pursuant to ASC 326.
During the year ended December 31, 2023, the Company completed the modification of a first mortgage loan secured by a multifamily student housing property in Louisville, KY. As of March 31, 2024, and December 31, 2023, the loan had a principal balance of $49.5 million and $48.5 million and an amortized cost of $49.3 million and $48.3 million, respectively. The terms of the modification included, among other things, a 12-month extension of the fully-extended maturity date to November 9, 2024, the full deferral of debt service payments with interest capitalized and compounding, the deferral of the extension fee and the Company’s agreement to pay for approved expenses, in its sole discretion. Due to the uncertainty with respect to the collection of future interest accruals, the loan was placed on nonaccrual status.
Loan Risk Ratings
The Company’s primary credit quality indicators are its risk ratings. The Company evaluates the credit quality of each loan at least quarterly by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors. Risk factors considered in the assessment include, but are not limited to, property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, collateral performance, loan structure and exit plan, origination loan-to-value, or LTV, project sponsorship and other factors deemed necessary. The Company evaluates these factors with respect to each loan investment on a case-by-case basis taking into consideration such loan’s facts and circumstances at the time. The risk factors may be given different weightings and consideration depending on each loan’s situation. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined as follows:
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 probability of principal loss.
5 –Loss Likely: A loan that has a significantly increased probability of principal loss.
The following table presents the number of loans, unpaid principal balance and carrying value by risk rating for loans held-for-investment as of March 31, 2024, and December 31, 2023:
| (dollars in thousands) · March 31, 2024 · December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Risk Rating | Number of Loans | Unpaid Principal Balance | Carrying Value | Number of Loans | Unpaid Principal Balance | Carrying Value |
| 1 | 6 | $147,883 | $146,993 | 4 | $71,597 | $71,211 |
| 2 | 28 | 1,019,966 | 1,001,412 | 36 | 1,277,491 | 1,262,126 |
| 3 | 22 | 839,411 | 820,766 | 24 | 862,102 | 842,175 |
| 4 | 5 | 162,784 | 139,811 | 4 | 192,104 | 174,313 |
| 5 | 10 | 539,658 | 383,557 | 5 | 323,885 | 234,000 |
| Total | 71 | $2,709,702 | $2,492,539 | 73 | $2,727,179 | $2,583,825 |
As of March 31, 2024, the weighted average risk rating of the Company’s loan portfolio was 3.0, versus 2.8 as of December 31, 2023, weighted by unpaid principal balance. The change in portfolio risk rating as of March 31, 2024, versus December 31, 2023, is mainly a result of select loan rating downgrades, partially offset by certain loan rating upgrades.
During the three months ended March 31, 2024, as part of its quarterly risk rating process, the Company downgraded five loans with an aggregate outstanding principal balance of $217.2 million to a risk rating of “5”. These five loans were downgraded due to the challenging leasing environment including local market fundamentals, uncertain and volatile capital market conditions resulting in limited liquidity for real estate transactions, further pressure on property values and other factors related to property specific operating performance.
The following table presents the carrying value of loans held-for-investment as of March 31, 2024, and December 31, 2023, by risk rating and year of origination:
| (dollars in thousands) · Origination Year | |||||||
|---|---|---|---|---|---|---|---|
| Risk Rating | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total |
| 1 | $— | $— | $30,183 | $23,403 | $21,722 | $71,685 | $146,993 |
| 2 | — | — | 280,142 | 285,541 | 22,194 | 413,535 | 1,001,412 |
| 3 | — | 49,233 | 106,754 | 138,190 | 22,495 | 504,094 | 820,766 |
| 4 | — | — | 19,627 | — | — | 120,184 | 139,811 |
| 5 | — | — | — | 43,803 | — | 339,754 | 383,557 |
| Total | $— | $49,233 | $436,706 | $490,937 | $66,411 | $1,449,252 | $2,492,539 |
| Gross write-offs | $— | $— | $— | $— | $— | $— | $— |
| (dollars in thousands) · Origination Year | |||||||
|---|---|---|---|---|---|---|---|
| Risk Rating | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total |
| 1 | $— | $— | $— | $21,744 | $49,467 | $— | $71,211 |
| 2 | — | 328,576 | 349,210 | 21,966 | 474,669 | 87,705 | 1,262,126 |
| 3 | 47,760 | 105,934 | 146,538 | 22,599 | 189,259 | 330,085 | 842,175 |
| 4 | — | — | — | — | 25,807 | 148,506 | 174,313 |
| 5 | — | — | — | — | 121,940 | 112,060 | 234,000 |
| Total | $47,760 | $434,510 | $495,748 | $66,309 | $861,142 | $678,356 | $2,583,825 |
| Gross write-offs | $— | $— | $— | $— | $(33,324) | $(20,950) | $(54,274) |
Note 4. Real Estate Owned, Net
On May 16, 2023, the Company acquired legal title to an office property located in Phoenix, AZ pursuant to a negotiated deed-in-lieu of foreclosure. The property previously served as collateral for a first mortgage loan held for investment, which had been originated in May 2017. As of March 31, 2023, the loan had a risk rating of “5”, was on nonaccrual status and was accounted for under cost-recovery. At the time of acquisition, the loan had an amortized cost and carrying value of $28.2 million and $24.0 million, respectively. The Company recognized the property as real estate owned with a carrying value of $24.0 million based on the estimated fair value of the property. This acquisition was accounted for as an asset acquisition under ASC 805.
The Company allocated the fair value of the assumed assets and liabilities on the acquisition date as follows:
| (in thousands) | Fair Value Allocation |
|---|---|
| Land | $9,123 |
| Building | 5,638 |
| Tenant improvements | 3,596 |
| In-place lease intangibles(1) | 5,280 |
| Above-market lease intangibles(1) | 401 |
| Below-market lease intangibles(2) | (38) |
| Total | $24,000 |
(1)Included in “Other assets” on the condensed consolidated balance sheets.
(2)Included in “Other liabilities” on the condensed consolidated balance sheets.
The Company assumed certain legacy lease arrangements upon the acquisition of the REO. These arrangements entitle the Company to receive contractual rent payments during the lease periods and tenant reimbursements for certain property operating expenses, including common area costs, insurance, utilities and real estate taxes.
The following table presents the identified intangible assets and liabilities related to REO as of March 31, 2024, and 2023:
| (in thousands) | March 31,2024 | March 31,2023 |
|---|---|---|
| Intangible Assets | ||
| Gross amount | $5,681 | $— |
| Accumulated amortization | (2,858) | — |
| Total, net | $2,823 | $— |
| Intangible Liabilities | ||
| Gross amount | $(38) | $— |
| Accumulated amortization | 10 | — |
| Total, net | $(28) | $— |
The following table presents the REO operations and related income (loss) included in the Company’s condensed consolidated statements of comprehensive income for the years ended March 31, 2024, and 2023:
| (in thousands) | Three Months Ended March 31, | |
|---|---|---|
| Real Estate Owned, Net | 2024 | 2023 |
| Rental income | $1,063 | $— |
| Other operating income | 79 | — |
| Revenue from real estate owned operations | 1,142 | — |
| Expenses from real estate owned operations (1) | (2,045) | — |
| Total | $(903) | $— |
(1)Includes $(1.3) million of depreciation and amortization for the three months ended March 31, 2024.
The following table presents the amortization of lease intangibles included in the Company’s condensed consolidated statements of income for the three months ended March 31, 2024, and 2023:
| (in thousands) | Three Months Ended March 31, | ||
|---|---|---|---|
| Income Statement Location | 2024 | 2023 | |
| Asset | |||
| In-place lease intangibles | Expenses from real estate owned operations | $728 | $— |
| Above-market lease intangibles | Revenue from real estate owned operations | (48) | — |
| Liability | |||
| Below-market lease intangibles | Revenue from real estate owned operations | 2 | — |
The following table presents the amortization of lease intangibles for each of the succeeding fiscal years:
| (in thousands) | In-place Lease Intangible Assets | Above-market Lease intangible Assets | Below-market Lease Intangible Liabilities |
|---|---|---|---|
| 2024 | $1,250 | $75 | $(5) |
| 2025 | 589 | 24 | (6) |
| 2026 | 498 | 20 | (6) |
| 2027 | 58 | 17 | (6) |
| 2028 | 53 | 17 | (5) |
| Thereafter | 147 | 75 | — |
Future Minimum Lease Payments
The following table presents the future minimum lease payments to be collected under non-cancelable operating leases, excluding tenant reimbursements of expenses as of March 31, 2024:
| (in thousands) | Contractual Lease Payments |
|---|---|
| 2024 | $2,156 |
| 2025 | 1,755 |
| 2026 | 1,630 |
| 2027 | 637 |
| 2028 | 630 |
| Thereafter | 792 |
The weighted average minimum remaining term of the non-cancelable leases was approximately 1.8 years as of March 31, 2024.
Note 5. Variable Interest Entities and Securitized Debt Obligations
The Company finances pools of its commercial real estate loans through CRE CLOs, which are considered VIEs for financial reporting purposes, and, thus, are reviewed for consolidation under the applicable consolidation guidance. The Company has both the power to direct the activities of the CRE CLOs that most significantly impact the entities’ performance and the obligation to absorb losses or the right to receive benefits of the entities that could be significant; therefore, the Company consolidates the CRE CLOs.
The following table presents a summary of the assets and liabilities of all VIEs consolidated on the Company’s condensed consolidated balance sheets as of March 31, 2024, and December 31, 2023:
| (in thousands) | March 31,2024 | December 31,2023 |
|---|---|---|
| Loans held-for-investment | $1,244,774 | $1,246,448 |
| Allowance for credit losses | (75,113) | (21,107) |
| Loans held-for-investment, net | 1,169,661 | 1,225,341 |
| Restricted cash | 486 | — |
| Other assets | 7,703 | 8,480 |
| Total Assets | $1,177,850 | $1,233,821 |
| Securitized debt obligations | $990,617 | $991,698 |
| Other liabilities | 2,172 | 2,383 |
| Total Liabilities | $992,789 | $994,081 |
The securitized debt obligations issued by the CRE CLOs are recorded at outstanding principal, net of any unamortized deferred debt issuance costs, on the Company’s condensed consolidated balance sheets.
The following table details the Company’s CRE CLO securitized debt obligations as of March 31, 2024, and December 31, 2023:
| (dollars in thousands) | March 31, 2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|---|
| Securitized Debt Obligations | Principal Balance | Carrying Value | Wtd. Avg. Yield/Cost (1) | Principal Balance | Carrying Value | Wtd. Avg. Yield/Cost (1) |
| GPMT 2021-FL4 CRE CLO | ||||||
| Collateral assets(2) | $620,803 | $605,449 | S+3.8% | $621,409 | $607,338 | S+3.8% |
| Financing provided | 502,469 | 500,600 | S+1.8% | 502,564 | 500,403 | S+1.8% |
| GPMT 2021-FL3 CRE CLO | ||||||
| Collateral assets(3) | 627,836 | 564,698 | S+3.8% | 629,273 | 618,003 | S+3.8% |
| Financing provided | 490,017 | 490,017 | S+1.9% | 491,295 | 491,295 | S+1.9% |
| Total | ||||||
| Collateral assets | $1,248,639 | $1,170,147 | S+3.8% | $1,250,682 | $1,225,341 | S+ 3.8% |
| Financing provided | $992,486 | $990,617 | S+1.8% | $993,859 | $991,698 | S+ 1.8% |
(1)Calculations of all-in yield on collateral assets at origination are based on a number of assumptions (some or all of which may not occur) and are expressed as monthly equivalent yields that include net origination fees and exit fees and exclude future fundings and any potential or completed loan amendments or modifications. Calculation of cost of funds is the weighted average coupon of the CRE CLO, exclusive of any CRE CLO issuance costs.
(2)No restricted cash is included as of March 31, 2024, and December 31, 2023. Yield on collateral assets is exclusive of restricted cash.
(3)$0.5 million in restricted cash is included as of March 31, 2024. No restricted cash is included as of December 31, 2023. Yield on collateral assets is exclusive of restricted cash.
Note 6. Secured Financing Agreements
To finance its loans held-for-investment, the Company has a variety of secured financing arrangements with several counterparties, including repurchase facilities and a secured credit facility. The Company’s repurchase facilities are typically collateralized by loans held-for-investment, loans held-for-sale, REO assets and certain cash balances. Although the transactions under the Company’s existing repurchase facilities represent committed borrowings until maturity of each facility, the facility lenders retain the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets due to collateral-specific credit events, or, with respect to a limited number of the Company’s repurchase facilities, capital market events, would require the Company to fund margin calls. The Company does not typically retain similar rights for the Company to make margin calls on its underlying borrowers as a result of a determination by the Company and/or its financing counterparty that there has been a decrease in the market value of the underlying pledged collateral.
The Company’s secured credit facilities are also typically collateralized by loans held-for-investment, loans held-for-sale, REO assets and certain cash balances and are not mark-to-market.
The following tables summarize details of the Company’s borrowings outstanding on its secured financing agreements as of March 31, 2024, and December 31, 2023:
| March 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) | Maturity Date(1) | Amount Outstanding | Unused Capacity(2) | Total Capacity | Carrying Value of Collateral | Weighted Average Borrowing Rate |
| Repurchase facilities: | ||||||
| Morgan Stanley Bank | June 28, 2024 | $150,936 | $324,064 | $475,000 | $274,680 | 8.0% |
| Goldman Sachs Bank USA(3) | July 13, 2024 | — | 250,000 | 250,000 | — | —% |
| JPMorgan Chase Bank | July 28, 2025 | 508,968 | 11,022 | 519,990 | 625,415 | 9.5% |
| Citibank | May 25, 2025 | 173,385 | 326,615 | 500,000 | 255,548 | 7.2% |
| Centennial Bank(4) | August 29, 2024 | 9,207 | 140,793 | 150,000 | 40,640 | 10.3% |
| Total/Weighted Average | $842,496 | $1,052,494 | $1,894,990 | $1,196,283 | ||
| Secured credit facility | December 21, 2025 | $84,000 | $16,000 | $100,000 | $107,338 | 11.8% |
| December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) | Maturity Date(1) | Amount Outstanding | Unused Capacity(2) | Total Capacity | Carrying Value of Collateral | Weighted Average Borrowing Rate |
| Repurchase facilities: | ||||||
| Morgan Stanley Bank | June 28, 2024 | $193,165 | $281,835 | $475,000 | $304,598 | 8.0% |
| Goldman Sachs Bank USA(3) | July 13, 2024 | 53,745 | 196,255 | 250,000 | 131,112 | 8.7% |
| JPMorgan Chase Bank | July 28, 2025 | 445,713 | 79,238 | 524,951 | 500,985 | 9.8% |
| Citibank | May 25, 2025 | 176,606 | 323,394 | 500,000 | 254,286 | 7.2% |
| Centennial Bank(4) | August 29, 2024 | 6,213 | 143,787 | 150,000 | 20,508 | 9.3% |
| Total/Weighted Average | $875,442 | $1,024,509 | $1,899,951 | $1,211,489 | ||
| Secured credit facility | December 21, 2025 | $84,000 | $16,000 | $100,000 | $105,865 | 10.8% |
(1)The facilities are set to mature on the stated maturity date, unless extended pursuant to their terms.
(2)Unused capacity is not committed as of March 31, 2024, and December 31, 2023.
(3)As of March 31, 2024, and December 31, 2023, the Company retained an option to increase the maximum facility capacity amount up to $350 million, subject to customary terms and conditions. The Company had no outstanding borrowings under the facility as of March 31, 2024.
(4)As of March 31, 2024, and December 31, 2023, the outstanding balance was collateralized by real estate owned, inclusive of $2.8 million and $3.6 million in other assets and liabilities related to acquired leases, respectively, (see Note 4 -Real Estate Owned, Net, for further detail) and one senior loan. Subsequent to March 31, 2024, the Company repaid all outstanding borrowings under the facility and terminated the facility.
At March 31, 2024, and December 31, 2023, the Company’s borrowings outstanding on its secured financing facilities had contractual maturities as follows:
| March 31, 2024 | |||
|---|---|---|---|
| (in thousands) | Repurchase Facilities | Secured Credit Facility | Total Amount Outstanding |
| 2024 | $160,143 | $— | $160,143 |
| 2025 | 682,353 | 84,000 | 766,353 |
| 2026 | — | — | — |
| 2027 | — | — | — |
| 2028 | — | — | — |
| Thereafter | — | — | — |
| Total | $842,496 | $84,000 | $926,496 |
| December 31, 2023 | |||
|---|---|---|---|
| (in thousands) | Repurchase Facilities | Secured Credit Facility | Total Amount Outstanding |
| 2024 | $253,123 | $— | $253,123 |
| 2025 | 622,319 | 84,000 | 706,319 |
| 2026 | — | — | — |
| 2027 | — | — | — |
| Thereafter | — | — | — |
| Total | $875,442 | $84,000 | $959,442 |
The following table summarizes certain characteristics of the Company’s repurchase facilities and counterparty concentration at March 31, 2024, and December 31, 2023:
| March 31, 2024 | December 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| (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 |
| Morgan Stanley Bank | $150,936 | $130,479 | 17% | 0.24 | $193,165 | $118,253 | 14% | 0.49 |
| JPMorgan Chase Bank | 508,968 | 128,646 | 17% | 1.33 | 445,713 | 62,216 | 7% | 1.58 |
| Goldman Sachs Bank USA | — | — | —% | 0.28 | 53,745 | 78,949 | 9% | 0.53 |
| Citibank | 173,385 | 86,483 | 11% | 1.15 | 176,606 | 80,441 | 9% | 1.40 |
| Centennial Bank(2) | 9,207 | 31,908 | 4% | 0.41 | 6,213 | 17,757 | 2% | 0.66 |
| Total | $842,496 | $377,516 | $875,442 | $357,616 | ||||
(1)Represents the excess of the carrying amount or market value of the loans held-for-investment pledged as collateral for repurchase facilities, including accrued interest plus any cash on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest.
(2)As of March 31, 2024, includes real estate owned and one senior loan. As of December 31, 2023, includes real estate owned.
The Company does not anticipate any defaults by its financing counterparties, although there can be no assurance that one or more defaults will not occur.
Financial Covenants
The Company is subject to a variety of financial covenants under its secured financing agreements. The following represent the most restrictive financial covenants to which the Company is subject across its secured financing agreements:
Unrestricted cash cannot be less than the greater of $30.0 million and 5.0% of recourse indebtedness. As of March 31, 2024, the Company’s unrestricted cash was $155.2 million, while 5.0% of the Company’s recourse indebtedness was $15.1 million.
Tangible net worth must be greater than the sum of (i) $816.9 million and (ii)75.0% of net cash proceeds of the Company’s equity issuances after August 3, 2023. As the Company has not had any equity issuances after August 3, 2023, tangible net worth must be greater than $816.9 million. As of March 31, 2024, the Company’s tangible net worth was $1.0 billion.
Target asset leverage ratio cannot exceed 77.5% and total leverage ratio cannot exceed 80.0%. As of March 31, 2024, the Company’s target asset leverage ratio was 70.9% and the Company’s total leverage ratio was 66.3%.
Minimum interest coverage of no less than 1.3:1.0 through June 30, 2024. As of March 31, 2024, the Company’s minimum interest coverage was 1.4:1.0. Subsequent to June 30, 2024, the Company will be required to maintain minimum interest coverage of no less than 1.4:1.0.
As of March 31, 2024, and December 31, 2023, the Company was in compliance with these covenants.
Note 7. Convertible Senior Notes
In October 2018, the Company closed an underwritten public offering of $131.6 million aggregate principal amount of convertible senior notes due October 1, 2023. The convertible senior notes were unsecured, paid interest semiannually at a rate of 6.375% per annum and were convertible at the option of the holder into shares of the Company’s common stock. The Company redeemed for cash the convertible senior notes at maturity, andnone of the notes remained outstanding as of March 31, 2024, and December 31, 2023.
The following table details the interest expense related to the convertible notes for the three months ended March 31, 2024, and 2023:
| Three Months Ended March 31, | ||
|---|---|---|
| (in thousands) | 2024 | 2023 |
| Cash coupon | $— | $2,097 |
| Amortization of issuance costs | — | 214 |
| Total interest expense | $— | $2,311 |
Note 8. Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash held in bank accounts and cash held in money market funds on an overnight basis.
The Company is required to maintain certain cash balances in restricted accounts as collateral for the Company’s repurchase facilities and with counterparties to support investment activities. As of March 31, 2024, the Company held $12.3 million in restricted cash in connection with its non-CRE CLO financing activities, compared to $10.8 million as of December 31, 2023. In addition, as of March 31, 2024, the Company held $0.5 million in restricted cash representing proceeds from principal repayments and paydowns of loans held in the CRE CLOs, compared tono balance as of December 31, 2023.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s condensed consolidated balance sheets as of March 31, 2024, and December 31, 2023, that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows:
| (in thousands) | March 31,2024 | December 31,2023 |
|---|---|---|
| Cash and cash equivalents | $155,216 | $188,370 |
| Restricted cash | 12,809 | 10,846 |
| Total cash, cash equivalents and restricted cash | $168,025 | $199,216 |
Note 9. Fair Value
Fair Value Measurements
ASC 820, Fair Value Measurements, or ASC 820, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., market-based or observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs) resulting in the use of management assumptions. Additionally, ASC 820 requires an entity to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring fair value of a liability.
ASC 820 establishes a three-level hierarchy to be used when measuring and disclosing fair value. An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Following is a description of the three levels:
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.
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.
Recurring Fair Value
As of March 31, 2024, and December 31, 2023, the Company held no assets or liabilities measured at fair value on a recurring basis.
Nonrecurring Fair Value
The Company may be required to measure certain assets or liabilities at fair value from time to time. These periodic fair value measures typically result from establishing allowances for collateral-dependent assets under GAAP. These items would constitute nonrecurring fair value measures under ASC 820. For collateral-dependent loans that are identified as impaired, the Company measures allowance for credit losses by comparing its estimation of the fair value of the underlying collateral, less costs to sell, to the carrying value of the respective loan. To estimate the fair value of the underlying collateral, the Company may (i) use certain valuation techniques which, among others, may include a discounted cash flow method of valuation, or (ii) obtain a third-party independent assessment of value such as an appraisal or other opinion of value. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant.
As of March 31, 2024, the Company deemed twelve of its loans held-for-investment with an aggregate outstanding principal balance of $641.9 million to be collateral-dependent in accordance with its policy. Therefore, the allowance for credit losses associated with these loans was based on the estimates of the fair value of the loans’ underlying property collateral, less costs to sell, and the loans are measured at fair value on a nonrecurring basis using significant unobservable inputs and are classified as Level 3 assets in the fair value hierarchy. As of March 31, 2024, ten loans with an aggregate outstanding principal balance of $596.2 million were valued using the discounted cash flow method. The significant unobservable inputs used to estimate the fair value on these loans include the exit capitalization rate and discount rate, which ranged from 5.50% to 13.00%, and from 7.00% to 13.50%, respectively. As of March 31, 2024, two loans with an aggregate outstanding principal balance of $45.6 million were valued using the estimated proceeds from the sale of the collateral property, less the estimated costs to sell the property. Refer to Note 2 -Basis of Presentation and Significant Accounting Policies and Note 3 -Loans Held-for-Investment, Net of Allowance for Credit Losses for further detail.
Fair Value of Financial Instruments
In accordance with ASC 820, the Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the condensed consolidated balance sheets, for which fair value can be estimated.
The following describes the Company’s methods for estimating the fair value for financial instruments:
Loans held-for-investment are carried at cost, net of any unamortized acquisition premiums or discounts, loan fees, origination costs and allowance for credit losses, as applicable. The Company estimates the fair value of its loans held-for-investment by assessing any changes in market interest rates, credit spreads for loans of comparable risk as corroborated by inquiry of other market participants, shifts in credit profiles and actual operating results, 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.
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 underlying loans in repurchase and secured credit facilities that mature in less than one year generally approximates fair value due to the short maturities. The Company’s long-term repurchase and secured credit facilities have, and the Company’s asset-specific facility had, floating rates based on an index plus a credit 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.
Securitized debt obligations are recorded at outstanding principal, net of any unamortized deferred debt issuance costs. In determining the fair value of its securitized debt obligations, management’s judgment may be used to arrive at fair value that considers prices obtained from third-party pricing providers, broker quotes received and other applicable market data. If observable market prices are not available or insufficient to determine fair value due principally to illiquidity in the marketplace, then fair value is based upon internally developed models that are primarily based on observable market-based inputs but also include unobservable market data inputs (including prepayment speeds, delinquency levels and credit losses). The Company categorizes the fair value measurement of these liabilities as Level 2.
Convertible senior notes are carried at their unpaid principal balance, net of any unamortized deferred issuance costs. The Company estimates the fair value of its convertible senior notes using the market transaction price nearest to March 31, 2024. The Company categorizes the fair value measurement of these assets as Level 2.
The following table presents the carrying values and estimated fair values of assets and liabilities that are required to be recorded or disclosed at fair value at March 31, 2024, and December 31, 2023:
| March 31, 2024 | December 31, 2023 | |||
|---|---|---|---|---|
| (in thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value |
| Assets | ||||
| Loans held-for-investment, net of allowance for credit losses | $2,492,539 | $2,521,469 | $2,583,825 | $2,596,577 |
| Cash and cash equivalents | $155,216 | $155,216 | $188,370 | $188,370 |
| Restricted cash | $12,809 | $12,809 | $10,846 | $10,846 |
| Liabilities | ||||
| Repurchase facilities | $842,496 | $842,496 | $875,442 | $875,442 |
| Securitized debt obligations | $990,617 | $925,878 | $991,698 | $930,523 |
| Secured credit facility | $84,000 | $84,000 | $84,000 | $84,000 |
Note 10. Commitments and Contingencies
The following represent the material commitments and contingencies of the Company as of March 31, 2024:
Legal and Regulatory
From time to time, the Company may be subject to liability under laws and government regulations and various claims and legal actions arising in the ordinary course of business. Liabilities are established for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts established for those claims. Based on information currently available, management is not aware of any legal or regulatory claims that would have a material effect on the Company’s condensed consolidated financial statements and, therefore, no accrual is required as of March 31, 2024.
Unfunded Commitments on Loans Held-for-Investment
Certain of the Company’s commercial real estate loan agreements contain provisions and obligations to its borrowers through its unfunded loan commitments over the contractual period of its loans. As of March 31, 2024, and December 31, 2023, the Company had unfunded loan commitments of $134.4 million and $160.7 million, respectively, on loans held-for-investment, which it expects to fund, subject to the satisfaction of any conditions precedent to such commitments, over the tenure of these loans. These commitments generally provide funding for lease-related or capital improvement expenditures, as well as interest and carry costs, all of which will vary depending on the progress of capital improvement projects, leasing and cash flows at the properties that serve as collateral for the Company’s loans. Therefore, the exact timing and amounts of such loan balance future fundings are generally uncertain and will depend on the current and future performance of the collateral properties. The Company typically finances the funding of its loan commitments on terms generally consistent with its overall financing facilities; however, most of its financing agreement counterparties are not obligated to fund their ratable portion of these loan commitments over time and have varying degrees of discretion over future loan funding obligations, including the advance rates on their fundings. The Company may be obligated to fund loan commitments with respect to a financed asset even if the applicable financing counterparty will not fund their ratable portion of the loan commitment and/or has made margin calls with respect to such financed asset.
As of March 31, 2024, the Company recognized $2.5 million in other liabilities related to the allowance for credit losses on unfunded loan commitments. See Note 3 -Loans Held-for-Investment, Net of Allowance for Credit Losses, for further detail.
Note 11. Preferred Stock
Issuance of Series A Preferred Stock
On November 30, 2021, and December 10, 2021, the Company received total net proceeds of $110.5 million from the issuance of 4,596,500 shares of Series A Preferred Stock after deducting the underwriting discount of $3.6 million and issuance costs of $0.8 million.
On January 18, 2022, and February 8, 2022, the Company received total net proceeds of $87.5 million from the issuance of 3,633,000 additional shares of Series A Preferred Stock after deducting the underwriting discount of $2.9 million and issuance costs of $0.4 million. The Series A Preferred Stock is currently listed on the NYSE under the symbol “GPMT PrA”.
On and after November 30, 2026, the Company, at its option, upon not fewer than 30 days’ nor more than 60 days’ written notice, may redeem the Series A Preferred Stock, in whole, at any time, or in part, from time to time, for cash, at a redemption price of $25.00 per share, plus any accrued and unpaid dividends thereon to, but excluding, the date fixed for redemption.
Upon the occurrence of a Change of Control event (as defined in the Articles Supplementary designating the Series A Preferred Stock, or the Articles Supplementary), the Company may, at its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within 120 days on or after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but excluding, the redemption date, without interest.
Holders of Series A Preferred Stock do not have any voting rights except in limited circumstances as set forth in the Articles Supplementary.
During each of the three months ended March 31, 2024, and 2023, the Company declared dividends on the Series A Preferred Stock of $3.6 million.
Issuance of Sub-REIT Preferred Stock
In January 2021, a subsidiary of the Company issued 625 shares of preferred stock of which 500 shares were retained by the Company and 125 shares were sold to third-party investors for proceeds of $0.1 million. The 500 preferred shares of preferred stock retained by the Company are eliminated in the Company’s condensed consolidated statements of changes in equity and the 125 shares sold to third-party investors are shown in the Company’s condensed consolidated statements of changes in equity as non-controlling interests.
Note 12. Stockholders’ Equity
Common Stock
Distributions to Stockholders
The following table presents cash dividends declared by the Company’s board of directors on its common stock during the three months ended March 31, 2024, and 2023:
| Declaration Date | Record Date | Payment Date | Cash Dividend Per Share |
|---|---|---|---|
| March 14, 2024 | April 1, 2024 | April 15, 2024 | $0.15 |
| $0.15 | |||
| March 16, 2023 | April 3, 2023 | April 17, 2023 | $0.20 |
| $0.20 | |||
Share Repurchases
On May 9, 2023, the Company announced that its board of directors had amended its share repurchase program to authorize the repurchase of an additional 5,000,000 shares of the Company’s common stock, for a total share repurchase authorization of 9,000,000 shares of common stock, inclusive of amounts previously authorized. The Company’s share repurchase program has no expiration date. The shares are expected to be repurchased from time to time through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, or by any combination of such methods. The manner, price, number and timing of share repurchases will be subject to a variety of factors, including market conditions and applicable SEC rules. During the three months ended March 31, 2023, the Company repurchased 1,001,338 shares of its common stock under its share repurchase program for an aggregate cost, inclusive of commissions paid, of $5.1 million. No shares of common stock were repurchased during the three months ended March 31, 2024. As of March 31, 2024, there remained 4,157,916 shares authorized for repurchase under the Company’s share repurchase program.
The Company’s board of directors has also authorized the repurchase of shares of restricted stock granted to employees for tax withholding purposes. During the three months ended March 31, 2023, the Company repurchased from employees 36,916 shares of its restricted stock for an aggregate cost of $0.2 million. No shares of restricted stock were repurchased during the three months ended March 31, 2024.
At-the-Market Offering
The Company is party to an equity distribution agreement under which the Company may sell up to an aggregate of 8,000,000 shares of its common stock from time to time in any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act. As of March 31, 2024,3,242,364 shares of common stock had been sold under the equity distribution agreement for total accumulated net proceeds of approximately $61.2 million. No shares were sold during the three months ended March 31, 2024, and 2023.
Preferred Stock
Distributions to Stockholders
The following table presents cash dividends declared by the Company’s board of directors on its Series A Preferred Stock during the three months ended March 31, 2024, and 2023:
| Declaration Date | Record Date | Payment Date | Cash Dividend Per Share |
|---|---|---|---|
| March 14, 2024 | April 1, 2024 | April 15, 2024 | $0.43750 |
| $0.43750 | |||
| March 16, 2023 | April 3, 2023 | April 17, 2023 | $0.43750 |
| $0.43750 | |||
Note 13. Equity Incentive Plans
On June 2, 2022, the Company’s stockholders approved the adoption of the Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan, or the 2022 Plan. With the adoption of the 2022 Plan, no new equity awards may be granted under the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan, or the 2017 Plan, but previously granted restricted stock units, or RSUs, and performance share units, or PSUs, remain outstanding under the 2017 Plan. The 2022 Plan permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, PSUs, dividend equivalent rights, other stock-based awards and other cash-based awards to employees, certain consultants of the Company and members of the board of directors. As of March 31, 2024, the Company had 6,820,176 shares of common stock available for future issuance under the 2022 Plan.
The following table summarizes the grants, vesting and forfeitures of RSUs and PSUs for the three months ended March 31, 2024:
| RSUs | PSUs | Weighted Average Grant Date Fair Market Value | |
|---|---|---|---|
| Outstanding at December 31, 2023 | 2,098,875 | 1,394,657 | $7.90 |
| Granted | 1,180,010 | 742,152 | 4.78 |
| Vested | (456,959) | — | 7.70 |
| Forfeited or Expired/Cancelled | (233,454) | (347,896) | 11.61 |
| Outstanding at March 31, 2024 | 2,588,472 | 1,788,913 | $6.06 |
As of March 31, 2024, the Company deemed that the threshold levels of the performance criteria for the 347,896 PSUs granted in 2021 were not met, which resulted in no issuance of shares of common stock related to these PSUs.
Below is a summary of RSU and PSU vesting dates as of March 31, 2024:
| Vesting Year | RSUs | PSUs | Total Awards |
|---|---|---|---|
| 2024 | 159,561 | — | 159,561 |
| 2025 | 1,279,428 | 312,538 | 1,591,966 |
| 2026 | 756,135 | 734,223 | 1,490,358 |
| 2027 | 393,348 | 742,152 | 1,135,500 |
| Total | 2,588,472 | 1,788,913 | 4,377,385 |
For the three months ended March 31, 2023, the Company recognized the remaining $47.5 thousand of compensation expense associated with awards of restricted stock within compensation and benefits expense on the condensed consolidated statements of income. As of March 31, 2024, all awards of restricted stock had vested.
The RSUs are time based with one-third vesting each year over athree-year period. For the three months ended March 31, 2024, the Company recognized $1.7 million of compensation expense associated with these awards, compared to $1.5 million for the three months ended March 31, 2023, within compensation and benefits expense on the condensed consolidated statements of income. As of March 31, 2024, $9.3 million of total unrecognized compensation cost for awards of RSUs will be recognized over the grants’ remaining weighted average vesting period of 0.9 years.
Awards of PSUs have three-year cliff vesting, with the number of performance-based stock units vesting at the end of thethree-year period based upon the Company’s performance with respect to metrics set in the applicable award agreements. Between 0% and 200% of the target number of units granted in 2022 may vest at the end of their respective performance periods based (i)50% against the predetermined internal Company performance goal for “core” return on average equity, or “core” ROAE and (ii)50% against the Company’s performance ranking for “core” ROAE among a peer group of commercial mortgage REIT companies. Between 0% and 200% of the target number of units granted in early 2023 and 2024 may vest at the end of the performance period based (i)25% against the predetermined internal Company performance goal “run-rate” ROAE, (ii)25% against the Company’s performance ranking for “run-rate” ROAE among a peer group of commercial mortgage REIT companies, (iii)25% against the predetermined internal Company performance goal for change in book value per share, and (iv)25% against the Company’s performance ranking for change in book value per share among a peer group of commercial mortgage REIT companies. The commercial mortgage REIT peer group used to measure relative “core” ROAE, “run-rate” ROAE and change in book value per share includes publicly traded commercial mortgage REITs, which the Company believes derive the majority of their revenues from commercial real estate balance sheet lending activities and meet certain market capitalization criteria.
For the three months ended March 31, 2024, the Company recognized $0.5 million of compensation expense associated with these awards, compared to $0.4 million for the three months ended March 31, 2023, within compensation and benefits expenses on the condensed consolidated statements of income. As of March 31, 2024, $6.0 million of total unrecognized compensation cost for awards of PSUs will be recognized over the grants’ remaining weighted average vesting period of 1.2 years.
Note 14. Income Taxes
The Company has elected to be taxed as a REIT under the Code for U.S. federal income tax purposes. As long as the Company qualifies as a REIT, the Company generally will not be subject to U.S. federal income taxes on that portion of its income that it distributes to its stockholders if it annually distributes at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and does not engage in prohibited transactions. The Company intends to distribute 100% of its REIT taxable income and to continue to comply with all requirements to qualify as a REIT. The majority of states also recognize the Company’s REIT status. The Company’s TRS files a separate federal tax return and is fully taxed as a standalone U.S. C-corporation. It is assumed that the Company will retain its REIT status and will incur no REIT-level taxation as it intends to comply with the REIT regulations and annual distribution requirements.
Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements of a contingent tax liability for uncertain tax positions. Additionally, there were no amounts accrued for penalties or interest as of, or during, the periods presented in these condensed consolidated financial statements.
Note 15. Earnings (Loss) Per Share
The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share for the three months ended March 31, 2024, and 2023:
| Three Months Ended | ||
|---|---|---|
| March 31, | ||
| (in thousands, except share data) | 2024 | 2023 |
| Numerator: | ||
| Net (loss) income attributable to common stockholders | $(77,723) | $(37,454) |
| Dividends allocated to participating restricted stock units | (388) | (401) |
| Net (loss) income attributable to common stockholders - basic | $(78,111) | $(37,855) |
| Net (loss) income attributable to common stockholders - diluted | $(78,111) | $(37,855) |
| Denominator: | ||
| Weighted average common shares outstanding | 50,744,532 | 52,277,518 |
| Weighted average restricted stock shares | — | 30,862 |
| Basic weighted average shares outstanding | 50,744,532 | 52,308,380 |
| Diluted weighted average shares outstanding | 50,744,532 | 52,308,380 |
| (Loss) earnings per share | ||
| Basic | $(1.53) | $(0.72) |
| Diluted | $(1.53) | $(0.72) |
For the three months ended March 31, 2023, excluded from the calculation of diluted earnings per share is the effect of adding back $2.3 million of interest expense related to the Company’s convertible senior notes. For the three months ended March 31, 2023,6,591,765 of weighted average common share equivalents related to the assumed conversion of the Company’s convertible senior notes were also excluded from the calculation of diluted earnings per share, as their inclusion would be antidilutive. As of March 31, 2024, the convertible notes have been redeemed and no notes remain outstanding.
The computation of diluted earnings per share is also based on the incremental shares that would be outstanding assuming the settlement of RSUs. The number of incremental shares is calculated by applying the treasury stock method. For the three months ended March 31, 2024, and 2023,769,854 and 1,219,646 of weighted-average unvested RSUs, respectively, were excluded in the dilutive earnings per share denominator, as their inclusion would be antidilutive.
The computation of diluted earnings per share is also based on the incremental shares that would be outstanding assuming the settlement of PSUs. The number of incremental shares is calculated by applying the treasury stock method. For the three months ended March 31, 2023,420,997 additional weighted-average unvested PSUs were excluded in the dilutive earnings per share denominator, as their inclusion would be antidilutive. As of March 31, 2024, there wereno incremental shares of unvested PSUs.
Note 16. Subsequent Events
Events subsequent to March 31, 2024, were evaluated through the date these condensed consolidated financial statements were issued and no other additional events were identified requiring further disclosure in these condensed consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.