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Granite Point Mortgage Trust Inc

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

GPMT$2.85-5.0%Stored close · as of Nov 10, 2026

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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”. Our principal executive offices are located at 3 Bryant Park, 24th Floor, New York, New York 10036. 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. 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 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 September 30, 2024, and results of operations for all periods presented have been made. The results of operations for the three and nine months ended September 30, 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. Certain prior period amounts have been reclassified to conform to the current period presentation.

All entities in which the Company holds investments that are considered 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 September 30, 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. Provided below is a summary of additional accounting policies that are significant to the Company’s condensed consolidated financial condition and results of operations for the three and nine months ended September 30, 2024.

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 of this guidance but does not anticipate it will have a material impact 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 September 30, 2024, and December 31, 2023:

September 30, 2024
(dollars in thousands)SeniorLoans(1)B-Notes(2)Total
Unpaid principal balance$2,335,744$13,308$2,349,052
Unamortized premium77—77
Unamortized net deferred origination fees(8,797)—(8,797)
Allowance for credit losses(256,561)(209)(256,770)
Carrying value$2,070,463$13,099$2,083,562
Unfunded commitments$109,482$—$109,482
Number of loans61162
Weighted average coupon(3)6.4%8.0%6.4%
Weighted average years to maturity(4)0.52.30.5
December 31, 2023
(dollars in thousands)Senior Loans(1)B-Notes(2)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 loans72173
Weighted average coupon(3)8.2%8.0%8.2%
Weighted average years to maturity(4)0.73.10.7

(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)A subordinate loan secured by the same mortgage as the senior loan.

(3)Weighted average coupon inclusive of the impact of nonaccrual loans.

(4)Based on contractual maturity date, including maturity defaulted loans with no remaining term. 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)September 30, 2024December 31, 2023
Property TypeCarrying Value% of Loan PortfolioCarrying Value% of Loan Portfolio
Office$938,38545.0%$1,116,55143.2%
Multifamily621,02829.8%826,12532.0%
Hotel127,9916.2%180,8917.0%
Retail216,86810.4%257,94510.0%
Industrial114,1465.5%113,9724.4%
Other65,1443.1%88,3413.4%
Total$2,083,562100.0%$2,583,825100.0%
(dollars in thousands)September 30, 2024December 31, 2023
Geographic LocationCarrying Value% of Loan PortfolioCarrying Value% of Loan Portfolio
Northeast$498,44823.9%$709,83827.5%
Southwest463,86322.3%495,13319.2%
West298,62214.3%328,54712.7%
Midwest334,62116.1%421,88116.3%
Southeast488,00823.4%628,42624.3%
Total$2,083,562100.0%$2,583,825100.0%

Loan Portfolio Activity

The following table summarizes activity related to loans held-for-investment, net of allowance for credit losses, for the three and nine months ended September 30, 2024, and 2023:

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
(in thousands)Amortized CostAllowance for Credit LossesCarrying ValueAmortized CostAllowance for Credit LossesCarrying Value
Balance at beginning of period$2,616,884$(264,140)$2,352,744$2,718,486$(134,661)2,583,825
Originations, additional fundings, upsizing of loans and capitalized deferred interest9,894—9,89445,762—45,762
Repayments(240,145)—(240,145)(337,028)—(337,028)
Transfers to real estate owned———(35,659)—(35,659)
Net discount accretion (premium amortization)———15—15
Increase (decrease) from net deferred origination fees(2,508)—(2,508)(3,360)—(3,360)
Amortization of net deferred origination fees787—7873,262—3,262
Provision for credit losses—(28,391)(28,391)—(164,436)(164,436)
Write-offs$(44,580)$44,580—$(51,146)$51,146—
Recoveries of previous write-offs$—$(8,819)(8,819)$—$(8,819)(8,819)
Balance at end of period$2,340,332$(256,770)$2,083,562$2,340,332$(256,770)$2,083,562
Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
(in thousands)Amortized CostAllowance for Credit LossesCarrying ValueAmortized CostAllowance for Credit LossesCarrying Value
Balance at beginning of period$3,096,500$(130,412)$2,966,088$3,350,150$(82,335)3,267,815
Originations, additional fundings, upsizing of loans and capitalized deferred interest21,698—21,69858,878—58,878
Repayments(177,482)—(177,482)(443,105)—(443,105)
Transfers to loans held-for-sale, net of discount at time of transfer(14,980)—(14,980)(14,980)—(14,980)
Transfers to real estate owned———(24,000)—(24,000)
Net discount accretion (premium amortization)3—323—23
Increase (decrease) from net deferred origination fees(250)—(250)(1,282)—(1,282)
Amortization of net deferred origination fees116—1164,121—4,121
Provision for credit losses—(31,635)(31,635)—(83,912)(83,912)
Write-offs$(16,750)$16,750—$(20,950)$20,950—
Balance at end of period$2,908,855$(145,297)$2,763,558$2,908,855$(145,297)$2,763,558

Allowance for Credit Losses

The following table presents the changes for the three and nine months ended September 30, 2024, and 2023 in the allowance for credit losses on loans held-for-investment:

Loans Held-for-Investment · Unfunded Loan Commitments(1)
Specific ReserveGeneral ReserveTotal Specific and General ReserveTotal General ReserveTotal Allowance for Credit Losses
Balance at beginning of period$194,955$69,185$264,140$2,719$266,859
Provision for (benefit from) credit losses41,057(12,666)28,391(480)27,911
Write-off(44,580)—(44,580)—(44,580)
Recoveries of previous write-offs8,819—8,819—8,819
Balance at end of period$200,251$56,519$256,770$2,239$259,009
Balance at beginning of period$91,372$43,289$134,661$2,456$137,117
Provision for (benefit from) credit losses147,04017,396164,436(217)164,219
Write-off(46,980)(4,166)(51,146)—(51,146)
Recoveries of previous write-offs8,819—8,819—8,819
Balance at end of period$200,251$56,519$256,770$2,239$259,009
Balance at beginning of period$62,325$68,087$130,412$4,200$134,612
Provision for (benefit from) credit losses39,500(7,865)31,635(627)31,008
Write-off(16,750)—(16,750)—(16,750)
Recoveries of previous write-offs—————
Balance at end of period$85,075$60,222$145,297$3,573$148,870
Balance at beginning of period$39,258$43,077$82,335$4,249$86,584
Provision for (benefit from) credit losses66,76717,14583,912(676)83,236
Write-off(20,950)—(20,950)—(20,950)
Recoveries of previous write-offs—————
Balance at end of period$85,075$60,222$145,297$3,573$148,870

(1)The CECL reserve for unfunded commitments is included in “Other liabilities” on the condensed consolidated balance sheets.

During the three months ended September 30, 2024, the Company recorded a net decrease of $(7.9) million in its total allowance for credit losses on its loan portfolio primarily due to $(44.6) million in write-offs, partially offset by a $36.7 million increase in the allowance, inclusive of an $8.8 million recovery of amounts previously written off, bringing the total allowance for credit losses to $259.0 million as of September 30, 2024. The increase in the allowance was primarily related to specific reserves on loans that were assessed individually as of September 30, 2024, partially offset by a reduction in the general reserve due to loan repayments and credit migration within the loan portfolio. The write-offs were related to three loans that had been previously assessed individually that were resolved during the three months ended September 30, 2024, as described below.

During the nine months ended September 30, 2024, the Company recorded a net increase of $121.9 million in its allowance for credit losses on its loan portfolio primarily due to a $173.3 million increase, partially offset by $(51.1) million in write-offs and an $8.8 million recovery of amounts previously written-off. The increase in the allowance was primarily related to specific reserves on loans that were assessed individually, and 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

CECL reserve. The write-offs were primarily related to loans that had been previously assessed individually that were resolved during the nine months ended September 30, 2024.

During the three months ended September 30, 2024, the Company resolved a $37.1 million senior loan secured by a mixed-use retail and office property located in Los Angeles, CA. The loan had been considered collateral-dependent and had previously been placed on nonaccrual status. In connection with the resolution, the Company incurred a write-off of $(22.3) million.

During the three months ended September 30, 2024, the Company resolved a $33.3 million senior loan secured by a multifamily property located in Chicago, IL. The loan had been considered collateral-dependent and had previously been placed on nonaccrual status. In connection with the resolution, the Company incurred a write-off of $(3.3) million.

During the three months ended September 30, 2024, the Company modified a $51.0 million senior loan secured by a mixed-use multifamily, event space and office property located in Pittsburgh, PA. The loan had been considered collateral-dependent and had previously been placed on nonaccrual status. In connection with the modification, the Company incurred a write-off of $(19.0) million. See below for further details.

During the three months ended September 30, 2024, the Company recovered $8.8 million of amounts previously written off related to a held-for-investment legacy loan that was secured by an office property in San Diego, CA. The recovery was associated with a cooperation agreement between the Company and the prior sponsor, and related to the settlement of an arbitration process between that sponsor and an unaffiliated party. The Company had recognized a write-off of $(33.3) million at the time of the resolution of the legacy nonaccrual loan during the year ended December 31, 2023. The recovery of $8.8 million was recognized in the provision for credit losses on the Company’s condensed consolidated statements of income during the three months ended September 30, 2024.

As of September 30, 2024, the Company hadten collateral-dependent loans with an aggregate principal balance of $579.0 million, for which the Company recorded an allowance for credit losses of $200.3 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, which includesix office buildings, two mixed-use properties with an office component, andtwo hotel assets, 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 with reduced tenant demand, 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.

Nonaccrual Loans

The following table presents the carrying value of loans held-for-investment on nonaccrual status for the three and nine months ended September 30, 2024, and 2023:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2024202320242023
Nonaccrual loan carrying value at beginning of period$452,797$183,263$343,683$207,958
Addition of nonaccrual loan carrying value58,37423,480253,73246,750
Reduction of nonaccrual loan carrying value(102,995)(40,881)(189,239)(88,846)
Nonaccrual loan carrying value at end of period$408,176$165,862$408,176$165,862

As of September 30, 2024, the Company hadeleven senior loans with a total unpaid principal balance of $628.5 million and carrying value of $408.2 million that were held on nonaccrual status, compared tofive senior loans with a total unpaid principal balance of $250.9 million and carrying value of $165.9 million that were held on nonaccrual status as of September 30, 2023. All other loans were considered current with respect to principal and interest payments due as of September 30, 2024, and September 30, 2023.

Loan Modifications

As part of its asset and portfolio management strategy, 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, among other items.

During the twelve months ended September 30, 2024, the Company entered into three loan modifications that met the disclosure requirements pursuant to ASU 2022-02, Troubled Debt Restructurings And Vintage Disclosures.

During the three months ended September 30, 2024, the Company completed the modification of a first mortgage loan secured by a mixed-use multifamily, event space and office property located in Pittsburgh, PA, with an outstanding principal balance of $51.0 million at the time of modification. The terms of the modification included, among others, (i) a new $2 million capital infusion from the sponsor to further support the collateral property; (ii) a restructuring of the $51.0 million whole loan into a $32.0 million senior loan, with a $7.0 million unfunded commitment, and a $19.0 million mezzanine note. The restructured senior loan earns a fixed rate coupon rate of 5.75%, adjusted from a floating rate coupon of S+3.40%, has an exit fee that was increased from 1.25% to 5.75% of the loan amount, and was extended to July 9, 2027. The mezzanine note is non-interest bearing and is subject to a distribution waterfall and is subordinate to certain amounts of sponsor’s equity, as defined in the loan agreement. As of September 30, 2024, the mezzanine note was deemed uncollectible, resulting in a write-off of $(19.0) million.

During the twelve months ended September 30, 2024, the Company completed the modification of a first mortgage loan secured by a design building property located in New York, NY. As of September 30, 2024, and December 31, 2023, the loan had a principal balance of $33.5 million and $37.5 million, and an amortized cost of $32.0 million and $37.3 million, respectively. The terms of the modification included, among others, a restructuring of the $37.5 million loan at the time of the modification into (i) a $33.3 million senior loan, with $3.0 million in unfunded commitments, and (ii) a $4.2 million mezzanine note; a $2.6 million capital infusion from the sponsor to further support the collateral property; a change to the restructured senior loan’s coupon to S+3.00%, which was reduced from S+4.65%; an increase in the exit fee from 0.25% to 5.70% of the loan amount, and an extension of term to a maturity date of June 9, 2027. The mezzanine note was non-interest bearing and subject to a distribution waterfall and is subordinate to certain amounts of sponsor’s equity, as defined in the loan agreement. As of June 30, 2024, the mezzanine note was deemed uncollectible, resulting in a write-off of $(4.2) million.

During the twelve months ended September 30, 2024, the Company completed the modification of a first mortgage loan secured by a multifamily student housing property in Louisville, KY. As of September 30, 2024, and December 31, 2023, the loan had a principal balance of $49.6 million and $48.5 million, and an amortized cost of $49.4 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 as of November 9, 2023.

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 that are 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 September 30, 2024, and December 31, 2023:

(dollars in thousands) · September 30, 2024 · December 31, 2023
Risk RatingNumber of LoansUnpaid Principal BalanceCarrying ValueNumber of LoansUnpaid Principal BalanceCarrying Value
16$120,581$119,3344$71,597$71,211
222810,224801,279361,277,4911,262,126
320670,670642,44624862,102842,175
45239,108212,5514192,104174,313
59508,469307,9525323,885234,000
Total62$2,349,052$2,083,56273$2,727,179$2,583,825

As of September 30, 2024, the weighted average risk rating of the Company’s loan portfolio was 3.1, versus 2.8 as of December 31, 2023, weighted by unpaid principal balance. The change in portfolio risk rating as of September 30, 2024, versus December 31, 2023, is mainly a result of select loan risk rating downgrades, partially offset by certain rating upgrades and resolutions of several previously risk-rated “5” loans.

During the three months ended September 30, 2024, as part of its quarterly risk rating process, the Company downgraded to a risk rating of “5”two senior loans with an aggregate outstanding principal balance of $86.0 million and secured by an office property and a hotel property. These loans were downgraded due to the borrowers’ unwillingness to make further capital commitments to support the collateral properties resulting from a variety of factors including the challenging office leasing environment, 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. These loans are considered collateral dependent and have been placed on nonaccrual status as of September 30, 2024.

During the three months ended September 30, 2024, the Company resolved three loans with an aggregate unpaid principal balance of $121.7 million that had a risk rating of “5”. In connection with these resolutions, the company incurred write-offs totaling $(44.6) million, as described above.

The following table presents the carrying value of loans held-for-investment as of September 30, 2024, and December 31, 2023, by risk rating and year of origination:

(dollars in thousands) · Origination Year
Risk Rating20242023202220212020PriorTotal
1$—$—$—$30,647$21,572$67,115$119,334
2——282,570199,125—319,584801,279
3—52,30495,937146,90045,679301,626642,446
4—————212,551212,551
5——11,98441,974—253,994307,952
Total$—$52,304$390,491$418,646$67,251$1,154,870$2,083,562
Gross write-offs$—$—$—$(19,045)$—$(32,101)$(51,146)
(dollars in thousands) · Origination Year
Risk Rating20232022202120202019PriorTotal
1$—$—$—$21,744$49,467$—$71,211
2—328,576349,21021,966474,66987,7051,262,126
347,760105,934146,53822,599189,259330,085842,175
4————25,807148,506174,313
5————121,940112,060234,000
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 the 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, prior to acquisition, 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
Building5,638
Tenant improvements3,596
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.

On June 27, 2024, the Company acquired the legal title to an office property located in Maynard, MA 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 2018. As of March 31, 2024, prior to acquisition, the loan had a risk rating of “4”, was on nonaccrual status, and was assessed individually as a collateral-dependent loan due to an anticipated foreclosure. At the time of acquisition, the loan had an amortized cost and carrying value of $35.7 million. The Company recognized the property as real estate owned with a carrying value of $35.7 million based on the estimated fair value of the collateral property at the time of acquisition. 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 and land improvements$10,374
Building12,703
Tenant improvements3,921
In-place lease intangibles(1)8,231
Above-market lease intangibles(1)576
Below-market lease intangibles(2)(146)
Total$35,659

(1)Included in “Other assets” on the condensed consolidated balance sheets.

(2)Included in “Other liabilities” on the condensed consolidated balance sheets.

The weighted average initial depreciation period for the acquired tenant improvements during the nine months ended September 30, 2024 was 4.6 years. The weighted average initial amortization period for the acquired in-place lease intangibles, above-market lease intangibles and below-market lease intangibles acquired during the nine months ended September 30, 2024, were 4.6 years,2.7 years, and 5.5 years, respectively. No tenant improvements, in-place lease intangibles, above-market lease intangibles or below-market lease intangibles were acquired during the three months ended September 30, 2024.

The Company assumed certain legacy lease arrangements upon the acquisition of 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 September 30, 2024, and December 31, 2023:

(in thousands)September 30,2024December 31,2023
Intangible Assets
Gross amount$15,769$5,681
Accumulated amortization(4,787)(2,082)
Total, net$10,982$3,599
Intangible Liabilities
Gross amount$(184)$(38)
Accumulated amortization208
Total, net$(164)$(30)

The following table presents the REO operations and related income (loss) included in the Company’s condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2024, and 2023:

(in thousands)Three Months Ended September 30,Nine Months Ended September 30,
Real Estate Owned, Net2024202320242023
Rental income$2,791$1,017$4,917$1,461
Other operating income1,001391,12857
Revenue from real estate owned operations3,7921,0566,0451,518
Expenses from real estate owned operations (1)(4,827)(2,233)(8,822)(3,897)
Total$(1,035)$(1,177)$(2,777)$(2,379)

(1)Includes $(1.9) million and $(4.4) million of depreciation and amortization for the three and nine months ended September 30, 2024, respectively. Includes $(1.4) million and $(2.0) million of depreciation and amortization for the three and nine months ended September 30, 2023, respectively.

The following table presents the amortization of lease intangibles included in the Company’s condensed consolidated statements of income for the three and nine months ended September 30, 2024, and 2023:

(in thousands) · Three Months Ended September 30, · Nine Months Ended September 30,
Income Statement Location2024202320242023
Asset
In-place lease intangiblesExpenses from real estate owned operations$1,111$784$2,470$1,148
Lease commissionsExpenses from real estate owned operations65—65—
Above-market lease intangiblesRevenue from real estate owned operations(85)(55)(171)(72)
Liability
Below-market lease intangiblesRevenue from real estate owned operations86127

The following table presents the amortization of lease intangibles for each of the succeeding fiscal years:

(in thousands)In-place Lease Intangible AssetsAbove-market Lease intangible AssetsLease CommissionsBelow-market Lease Intangible Liabilities
2024$890$82$55$(8)
20252,895266222(33)
20262,103152222(33)
202792352222(33)
202882939222(31)
Thereafter1,44491273(26)

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 September 30, 2024:

(in thousands)Contractual Lease Payments
2024$1,811
20258,283
20267,698
20274,859
20284,533
Thereafter8,439

The weighted average minimum remaining term of the non-cancelable leases was approximately 3.5 years as of September 30, 2024.

Note 5. Variable Interest Entities and Securitized Debt Obligations

CRE CLOs

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 September 30, 2024, and December 31, 2023:

(in thousands)September 30,2024December 31,2023
Loans held-for-investment$1,066,811$1,246,448
Allowance for credit losses(90,909)(21,107)
Loans held-for-investment, net975,9021,225,341
Other assets6,5388,480
Total Assets$982,440$1,233,821
Securitized debt obligations$816,103$991,698
Other liabilities1,6772,383
Total Liabilities$817,780$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 September 30, 2024, and December 31, 2023:

(dollars in thousands)September 30, 2024December 31, 2023
Securitized Debt ObligationsPrincipal BalanceCarrying ValueWtd. Avg. Yield/Cost (1)Principal BalanceCarrying ValueWtd. Avg. Yield/Cost (1)
GPMT 2021-FL4 CRE CLO
Collateral assets(2)$515,833$493,057S+3.9%$621,409$607,338S+3.8%
Financing provided398,185396,876S+1.9%502,564500,403S+1.8%
GPMT 2021-FL3 CRE CLO
Collateral assets(3)553,684482,845S+3.8%629,273618,003S+3.8%
Financing provided419,227419,227S+2.0%491,295491,295S+1.9%
Total
Collateral assets$1,069,517$975,902S+3.9%$1,250,682$1,225,341S+ 3.8%
Financing provided$817,412$816,103S+1.9%$993,859$991,698S+ 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 September 30, 2024, and December 31, 2023. Yield on collateral assets is exclusive of restricted cash.

(3)No restricted cash is included as of September 30, 2024, and December 31, 2023. Yield on collateral assets is exclusive of restricted cash.

Preferred Equity Investment

During the three months ended September 30, 2024, the Company made a $0.4 million non-controlling, preferred equity investment in a partnership that is the borrower onone loan that is held-for-investment by the Company. The Company may contribute up to an additional $2.4 million in the form of a preferred equity investment in the partnership entity. The preferred equity investment will earn a deferred preferred return, which carries an accrual rate of 11%. Due to the uncertainty of collection of any accrued amounts, the Company is not accruing any dividend income on the condensed consolidated statements of income. The unconsolidated preferred equity investment is included in the Company's condensed consolidated balance sheets within Other Assets.

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 facility is typically collateralized by loans held-for-investment, loans held-for-sale, REO assets and certain cash balances and is not mark-to-market.

The following tables summarize details of the Company’s borrowings outstanding on its secured financing arrangements as of September 30, 2024, and December 31, 2023:

September 30, 2024
(dollars in thousands)Maturity Date(1)Amount OutstandingUnused Capacity(2)Total CapacityCarrying Value of CollateralWeighted Average Borrowing Rate
Repurchase facilities:
Morgan Stanley BankJune 28, 2025$116,640$133,360$250,000$211,2197.8%
JPMorgan Chase BankJuly 28, 2025432,57070,277502,847514,8469.2%
CitibankMay 25, 2025156,380343,620500,000243,3236.9%
Total$705,590$547,257$1,252,847$969,388
Secured credit facilityDecember 21, 2025$85,192$14,808$100,000$100,40911.6%
December 31, 2023
(dollars in thousands)Maturity Date(1)Amount OutstandingUnused Capacity(2)Total CapacityCarrying Value of CollateralWeighted Average Borrowing Rate
Repurchase facilities:
Morgan Stanley BankJune 28, 2024$193,165$281,835$475,000$304,5988.0%
Goldman Sachs Bank USA(3)July 13, 202453,745196,255250,000131,1128.7%
JPMorgan Chase BankJuly 28, 2025445,71379,238524,951500,9859.8%
CitibankMay 25, 2025176,606323,394500,000254,2867.2%
Centennial Bank(4)August 29, 20246,213143,787150,00020,50810.4%
Total$875,442$1,024,509$1,899,951$1,211,489
Secured credit facilityDecember 21, 2025$84,000$16,000$100,000$105,86511.9%

(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 September 30, 2024, and December 31, 2023.

(3)During the three months ended September 30, 2024, the Company terminated the facility.

(4)As of December 31, 2023, the outstanding balance was collateralized by real estate owned, inclusive of $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. During the three months ended June 30, 2024, the Company repaid all outstanding borrowings under the facility and terminated the facility.

The following table summarizes certain characteristics of the Company’s repurchase facilities and counterparty concentration at September 30, 2024, and December 31, 2023:

September 30, 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$116,640$100,88115%0.74$193,165$118,25314%0.49
JPMorgan Chase Bank432,57093,23414%0.82445,71362,2167%1.58
Goldman Sachs Bank USA(2)———%—53,74578,9499%0.53
Citibank156,380101,00515%0.65176,60680,4419%1.40
Centennial Bank(3)———%—6,21317,7572%0.66
Total$705,590$295,120$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)During the three months ended September 30, 2024, the Company terminated the facility.

(3)During the three months ended June 30, 2024, the Company repaid all outstanding borrowings under the facility and terminated the facility.

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 arrangements. The following represent the most restrictive financial covenants to which the Company is subject across its secured financing arrangements:

Unrestricted cash cannot be less than the greater of $30.0 million and 5.0% of recourse indebtedness. As of September 30, 2024, the Company’s unrestricted cash was $113.5 million, while 5.0% of the Company’s recourse indebtedness was $12.4 million.

Tangible net worth must be greater than the sum of (i) $600.0 million and (ii)75.0% of net cash proceeds of the Company’s equity issuances after September 30, 2024. As the Company has not had any equity issuances after September 30, 2024, tangible net worth must be greater than $600.0 million. As of September 30, 2024, the Company’s tangible net worth was $926.8 million.

Target asset leverage ratio cannot exceed 77.5% and total leverage ratio cannot exceed 80.0%. As of September 30, 2024, the Company’s target asset leverage ratio was 68.6% and the Company’s total leverage ratio was 63.8%.

Minimum interest coverage of no less than 1.2:1.0 through September 30, 2024 (1.1:1.0 from October 1, 2024, through December 31, 2024;1.15:1.0 from January 1, 2025, through March 31, 2025;1.2:1.0 from April 1, 2025, through December 31, 2025; and 1.3:1.0 thereafter). As of September 30, 2024, the Company’s minimum interest coverage was 1.3:1.0.

As of September 30, 2024, and December 31, 2023, the Company was in compliance with its 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 September 30, 2024, and December 31, 2023.

The following table details the interest expense related to the convertible notes for the three and nine months ended September 30, 2024, and 2023:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2024202320242023
Cash coupon$—$2,098$—$6,293
Amortization of issuance costs—234—682
Total interest expense$—$2,332$—$6,975

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 its lending counterparties to support investment activities. As of September 30, 2024, the Company held $11.2 million in restricted cash in connection with its non-CRE CLO financing activities, compared to $10.8 million as of December 31, 2023. From time to time, the Company may also hold restricted cash representing proceeds from principal repayments and paydowns of loans held in the CRE CLOs. As of September 30, 2024, as well as at December 31, 2023, the Company held no restricted cash related to the CRE CLOs.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s condensed consolidated balance sheets as of September 30, 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)September 30,2024December 31,2023
Cash and cash equivalents$113,461$188,370
Restricted cash11,24310,846
Total cash, cash equivalents and restricted cash$124,704$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 non-performance 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 1Inputs 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 2Inputs 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 3Unobservable 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.

The 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 September 30, 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 the allowance for credit losses 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 September 30, 2024, the Company deemedten of its loans held-for-investment with an aggregate outstanding principal balance of $579.0 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, if applicable, 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 September 30, 2024, seven loans with an aggregate outstanding principal balance of $423.6 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 6.00% to 13.00%, and from 7.25% to 14.00%, respectively. As of September 30, 2024, three loans with an aggregate outstanding principal balance of $155.4 million were valued using the estimated proceeds from the sale of the loan or collateral property, less the estimated costs to sell. 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.

During the nine months ended September 30, 2024, the Company acquired legal title of an office property in Maynard, MA. The Company’s fair market value estimate at the time of conversion from loan held-for-investment to REO was $35.7 million and was determined primarily using the discounted cash flow method. The significant unobservable inputs used to estimate the fair value include the exit capitalization rate and discount rate, which ranged from 8.50% to 10.50%, and from 10.25% to 11.75%, respectively. Refer to Note 4 -Real Estate Owned, Net 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.

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 September 30, 2024, and December 31, 2023:

September 30, 2024December 31, 2023
(in thousands)Carrying ValueFair ValueCarrying ValueFair Value
Assets
Loans held-for-investment, net of allowance for credit losses$2,083,562$2,122,346$2,583,825$2,596,577
Cash and cash equivalents$113,461$113,461$188,370$188,370
Restricted cash$11,243$11,243$10,846$10,846
Liabilities
Repurchase facilities$705,590$705,590$875,442$875,442
Securitized debt obligations$816,103$775,133$991,698$930,523
Secured credit facility$85,192$85,192$84,000$84,000

Note 10. Commitments and Contingencies

The following represent the material commitments and contingencies of the Company as of September 30, 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 September 30, 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 September 30, 2024, and December 31, 2023, the Company had unfunded loan commitments of $109.5 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 facility 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 September 30, 2024, the Company recognized $2.2 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 and nine months ended September 30, 2024, and 2023, the Company declared dividends on the Series A Preferred Stock of $3.6 million and $10.8 million, respectively.

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 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 and nine months ended September 30, 2024, and 2023:

Declaration DateRecord DatePayment DateCash Dividend Per Share
September 20, 2024October 1, 2024October 15, 2024$0.05
June 18, 2024July 1, 2024July 15, 2024$0.05
March 14, 2024April 1, 2024April 15, 2024$0.15
$0.25
September 20, 2023October 2, 2023October 16, 2023$0.20
June 22, 2023July 3, 2023July 17, 2023$0.20
March 16, 2023April 3, 2023April 17, 2023$0.20
$0.60

Share Repurchases

On September 20, 2024, the Company announced that its board of directors had amended its share repurchase program to authorize the repurchase of an additional 3,000,000 shares of the Company’s common stock, for a total cumulative share repurchase authorization of 12,000,000 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 and nine months ended September 30, 2023, under its share repurchase plan, the Company repurchasedno shares of its common stock and 1,001,338 shares of its common stock for an aggregate cost, inclusive of commissions paid, of $5.1 million, respectively. During the three and nine months ended September 30, 2024, under its share repurchase plan, the Company repurchased 726,560 shares of its common stock for an aggregate cost, inclusive of commissions paid, of $2.0 million and 1,236,804 shares of its common stock for an aggregate cost, inclusive of commissions paid, of $3.6 million, respectively. As of

September 30, 2024, there remained 5,921,112 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 nine months ended September 30, 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 from employees during the nine months ended September 30, 2024, or during the three months ended September 30, 2024, and 2023.

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 September 30, 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 and nine months ended September 30, 2024, and 2023, and as of September 30, 2024, there remain 4,757,636 shares available for sale.

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 and nine months ended September 30, 2024, and 2023:

Declaration DateRecord DatePayment DateCash Dividend Per Share
September 20, 2024October 1, 2024October 15, 2024$0.4375
June 18, 2024July 1, 2024July 15, 2024$0.4375
March 14, 2024April 1, 2024April 15, 2024$0.4375
$1.3125
September 20, 2023October 2, 2023October 16, 2023$0.4375
June 22, 2023July 3, 2023July 17, 2023$0.4375
March 16, 2023April 3, 2023April 17, 2023$0.4375
$1.3125

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 September 30, 2024, the Company had 6,660,615 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 and nine months ended September 30, 2024:

RSUsPSUsWeighted Average Grant Date Fair Market Value
Outstanding at December 31, 20232,098,8751,394,657$7.90
Granted1,180,010742,1524.78
Vested(690,413)—7.75
Expired/Cancelled(1)—(347,896)14.15
Outstanding at March 31, 20242,588,4721,788,913$6.06
Granted1,571,310—$3.06
Vested(159,561)—$4.81
Outstanding at June 30, 20244,000,2211,788,913$5.28
Granted——$—
Vested——$—
Forfeited(43,971)—$5.42
Outstanding at September 30, 20243,956,2501,788,913$5.28

(1)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.

During the three and nine months ended September 30, 2024, the Company recognized RSU forfeitures of 43,971 due to employee departures.

Below is a summary of RSU and PSU vesting dates as of September 30, 2024:

Vesting YearRSUsPSUsTotal Awards
2024—312,538312,538
20251,505,754734,2232,239,977
2026739,849742,1521,482,001
20271,710,647—1,710,647
Total3,956,2501,788,9135,745,163

For the nine months ended September 30, 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 September 30, 2024, all awards of restricted stock had vested.

The Company’s RSUs are subject to time-based vesting schedules. For the three and nine months ended September 30, 2024, the Company recognized $2.0 million and $5.4 million of compensation expense associated with these awards, respectively, compared to $1.7 million and $4.9 million for the three and nine months ended September 30, 2023, within compensation and benefits expense on the condensed consolidated statements of income. As of September 30, 2024, $10.1 million of total unrecognized compensation cost for awards of RSUs will be recognized over the grants’ remaining weighted average vesting period of 1.0 year.

The number of PSUs that vest depends on the Company’s performance over athree-year period 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 the performance period 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 their respective performance periods 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 and nine months ended September 30, 2024, the Company recognized $0.6 million and $0.8 million of compensation expense associated with these awards, respectively, compared to $(0.2) million and $0.9 million for the three and nine months ended September 30, 2023, within compensation and benefits expenses on the condensed consolidated statements of income. As of September 30, 2024, $3.9 million of total unrecognized compensation cost for awards of PSUs will be recognized over the grants’ remaining weighted average vesting period of 1.0 year.

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 and nine months ended September 30, 2024, and 2023:

Three Months Ended · Nine Months Ended
September 30,September 30,
(in thousands, except share data)2024202320242023
Numerator:
Net (loss) income attributable to common stockholders$(34,624)$(24,537)$(179,015)$(60,575)
Dividends allocated to participating restricted stock units$(198)$(420)(786)(1,241)
Net (loss) income attributable to common stockholders - basic$(34,822)$(24,957)$(179,801)$(61,816)
Net (loss) income attributable to common stockholders - diluted$(34,822)$(24,957)$(179,801)$(61,816)
Denominator:
Weighted average common shares outstanding50,526,49251,577,14350,736,06651,795,091
Weighted average restricted stock shares———10,174
Basic weighted average shares outstanding50,526,49251,577,14350,736,06651,805,265
Diluted weighted average shares outstanding50,526,49251,577,14350,736,06651,805,265
(Loss) earnings per share:
Basic$(0.69)$(0.48)$(3.53)$(1.17)
Diluted$(0.69)$(0.48)$(3.53)$(1.17)

For the three and nine months ended September 30, 2023, excluded from the calculation of diluted earnings per share is the effect of adding back $2.3 million and $7.0 million, respectively, of interest expense related to the Company’s convertible senior notes. For both the three and nine months ended September 30, 2023,6,591,765 and 14,065,946, respectively, 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 September 30, 2024, the convertible notes have been redeemed and no notes remain outstanding.

Diluted earnings per share is calculated under both the two-class method and treasury stock method, and the more dilutive amount is reported. The computation of diluted earnings per share is also based on the incremental shares that would be outstanding assuming the settlement of RSUs. During the three and nine months ended September 30, 2023,621,465 and 303,004 of weighted-average unvested RSUs, respectively, were excluded from the dilutive earnings per share denominator, as their inclusion would be antidilutive. For the nine months ended September 30, 2024,623,424 of weighted-average unvested

RSUs were excluded from the dilutive earnings per share denominator, as their inclusion would be antidilutive. For the three months ended September 30, 2024, under both the two-class method and the treasury stock methodno shares were included in the dilutive earnings per share denominator, as their inclusion would be antidilutive.

Diluted earnings per share is calculated under both the two-class method and treasury stock method, and the more dilutive amount is reported. The computation of diluted earnings per share is also based on the incremental shares that would be outstanding assuming the settlement of PSUs. For the three and nine months ended September 30, 2024, and 2023, under both the two-class method and treasury stock methodno additional weighted-average unvested PSUs were included in the dilutive earnings per share denominator, as their inclusion would be antidilutive. As of September 30, 2024, and 2023, there were no incremental shares of unvested PSUs.

Note 16. Subsequent Events

Events subsequent to September 30, 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 other than the events described below.

Subsequent to September 30, 2024, the Company resolved a senior loan with an outstanding principal balance of $32.9 million secured by an office property located in Fort Lee, NJ. The loan had been on nonaccrual status and carried a risk rating of “5” as of September 30, 2024. In connection with the resolution, which involved an opportunistic sale of the loan, the Company expects to realize a write-off of $(16.6) million, which had been reserved for through a previously recorded allowance for credit losses.

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