Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended: June 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-38124

GRANITE POINT MORTGAGE TRUST INC.

(Exact Name of Registrant as Specified in Its Charter)



Maryland		61-1843143
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)



3 Bryant Park, Suite 2400A
New York,	New York	10036
(Address of Principal Executive Offices)		(Zip Code)

(212) 364-3200

(Registrant’s Telephone Number, Including Area Code)

Securities Registered Pursuant to Section 12(b) of the Act:



Title of Each Class:	Trading Symbol(s)	Name of Exchange on Which Registered:
Common Stock, par value $0.01 per share	GPMT	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 2, 2019, there were 54,853,205 shares of outstanding common stock, par value $0.01 per share, issued and outstanding.

Table of Contents

GRANITE POINT MORTGAGE TRUST INC.

INDEX



		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets at June 30, 2019 and December 31, 2018	1
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June, 2019 and 2018	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2019 and 2018	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	43
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	44
Index of Exhibits		45
Signatures		46

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GRANITE POINT MORTGAGE TRUST INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)



	June 30, 2019			December 31, 2018
ASSETS	(unaudited)
Loans held-for-investment	$	3,560,117		$	3,167,913
Available-for-sale securities, at fair value	12,830			12,606
Held-to-maturity securities	22,020			26,696
Cash and cash equivalents	92,838			91,700
Restricted cash	76,149			31,723
Accrued interest receivable	9,924			10,268
Deferred debt issuance costs	6,099			3,924
Prepaid expenses	1,170			1,055
Other assets	23,189			15,996
Total Assets⁽¹⁾	$	3,804,336		$	3,361,881
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Repurchase agreements	$	1,254,027		$	1,500,543
Securitized debt obligations	1,133,294			654,263
Asset-specific financings	75,060			—
Revolving credit facilities	—			75,000
Convertible senior notes	268,857			268,138
Accrued interest payable	6,204			6,394
Unearned interest income	584			510
Dividends payable	23,064			18,346
Other liabilities	14,510			10,156
Total Liabilities ⁽¹⁾	2,775,600			2,533,350
10% cumulative redeemable preferred stock, par value $0.01 per share; 50,000,000 shares authorized and 1,000 and 1,000 shares issued and outstanding, respectively	1,000			1,000
Stockholders’ Equity
Common stock, par value $0.01 per share; 450,000,000 shares authorized and 54,853,205 and 43,621,174 shares issued and outstanding, respectively	549			436
Additional paid-in capital	1,046,025			836,288
Accumulated other comprehensive income (loss)	32			(192		)
Cumulative earnings	127,008			91,875
Cumulative distributions to stockholders	(145,878		)	(100,876		)
Total Stockholders’ Equity	1,027,736			827,531
Total Liabilities and Stockholders’ Equity	$	3,804,336		$	3,361,881

____________________

(1)

The condensed consolidated balance sheets include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of these VIEs, and liabilities of the consolidated VIEs for which creditors do not have recourse to Granite Point Mortgage Trust Inc. At June 30, 2019 and December 31, 2018, assets of the VIEs totaled $1,482,292 and $829,147, and liabilities of the VIEs totaled $1,134,493 and $654,952, respectively. See Note 3 - Variable Interest Entities for additional information.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

GRANITE POINT MORTGAGE TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

(in thousands, except share data)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2019			2018			2019			2018
Interest income:
Loans held-for-investment	$	58,133		$	42,359		$	114,798		$	81,152
Available-for-sale securities	311			285			619			557
Held-to-maturity securities	613			836			1,274			1,721
Cash and cash equivalents	907			29			1,418			56
Total interest income	59,964			43,509			118,109			83,486
Interest expense:
Repurchase agreements	13,529			14,934			30,518			31,128
Securitized debt obligations	13,554			3,875			23,413			3,875
Convertible senior notes	4,491			2,206			8,956			4,385
Asset-specific financings	598			—			598			—
Revolving credit facilities	165			220			860			220
Total interest expense	32,337			21,235			64,345			39,608
Net interest income	27,627			22,274			53,764			43,878
Other income:
Fee income	202			564			1,115			1,446
Total other income	202			564			1,115			1,446
Expenses:
Management fees	3,763			3,114			7,212			6,323
Incentive fees	—			—			244			—
Servicing expenses	885			494			1,658			952
General and administrative expenses	5,006			4,005			10,622			8,237
Total expenses	9,654			7,613			19,736			15,512
Income before income taxes	18,175			15,225			35,143			29,812
Benefit from income taxes	(2		)	(2		)	(3		)	(1		)
Net income	18,177			15,227			35,146			29,813
Dividends on preferred stock	25			25			50			50
Net income attributable to common stockholders	$	18,152		$	15,202		$	35,096		$	29,763
Basic earnings per weighted average common share	$	0.34		$	0.35		$	0.68		$	0.69
Diluted earnings per weighted average common share	$	0.33		$	0.34		$	0.68		$	0.67
Dividends declared per common share	$	0.42		$	0.40		$	0.84		$	0.78
Weighted average number of shares of common stock outstanding:
Basic	53,953,634			43,446,963			51,292,318			43,410,796
Diluted	67,624,395			50,634,463			51,292,318			50,598,296
Comprehensive income:
Net income attributable to common stockholders	$	18,152		$	15,202		$	35,096		$	29,763
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on available-for-sale securities	32			(16		)	224			—
Other comprehensive income (loss)	32			(16		)	224			—
Comprehensive income attributable to common stockholders	$	18,184		$	15,186		$	35,320		$	29,763

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

GRANITE POINT MORTGAGE TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)

(in thousands, except share data)



	Common Stock
	Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Cumulative Earnings			Cumulative Distributions to Stockholders			Total Stockholders’ Equity
Balance, December 31, 2017	43,235,103	$	432	$	829,704	$	—		$	28,800		$	(30,315	)	$	828,621
Net income	—	—		—		—			14,586			—			14,586
Other comprehensive income before reclassifications	—	—		—		16			—			—			16
Amounts reclassified from accumulated other comprehensive income	—	—		—		—			—			—			—
Net other comprehensive income	—	—		—		16			—			—			16
Common dividends declared	—	—		—		—			—			(16,506		)	(16,506		)
Preferred dividends declared	—	—		—		—			—			(25		)	(25		)
Non-cash equity award compensation	201,956	2		662		—			—			—			664
Balance, March 31, 2018	43,437,059	434		830,366		16			43,386			(46,846		)	827,356
Net income	—	—		—		—			15,227			—			15,227
Other comprehensive loss before reclassifications	—	—		—		(16		)	—			—			(16		)
Amounts reclassified from accumulated other comprehensive income	—	—		—		—			—			—			—
Net other comprehensive loss	—	—		—		(16		)	—			—			(16		)
Common dividends declared	—	—		—		—			—			(17,383		)	(17,383		)
Preferred dividends declared	—	—		—		—			—			(25		)	(25		)
Non-cash equity award compensation	19,175	1		1,202		—			—			—			1,203
Balance, June 30, 2018	43,456,234	$	435	$	831,568	$	—		$	58,613		$	(64,254	)	$	826,362

Balance, December 31, 2018	43,621,174	$	436	$	836,288	$	(192	)	$	91,875		$	(100,876	)	$	827,531
Cumulative effect of adoption of new accounting principle	—	—		13		—			(13		)	—			—
Adjusted balance, January 1, 2019	43,621,174	436		836,301		(192		)	91,862			(100,876		)	827,531
Net income	—	—		—		—			16,969			—			16,969
Other comprehensive income before reclassifications	—	—		—		192			—			—			192
Amounts reclassified from accumulated other comprehensive income	—	—		—		—			—			—			—
Net other comprehensive income	—	—		—		192			—			—			192
Issuance of common stock, net of offering costs	8,291,829	83		157,145		—			—			—			157,228
Common dividends declared	—	—		—		—			—			(21,913		)	(21,913		)
Preferred dividends declared	—	—		—		—			—			(25		)	(25		)
Non-cash equity award compensation	258,918	3		1,146		—			—			—			1,149
Balance, March 31, 2019	52,171,921	522		994,592		—			108,831			(122,814		)	981,131
Net income	—	—		—		—			18,177			—			18,177
Other comprehensive income before reclassifications	—	—		—		32			—			—			32
Amounts reclassified from accumulated other comprehensive income	—	—		—		—			—			—			—
Net other comprehensive income	—	—		—		32			—			—			32
Issuance of common stock, net of offering costs	2,663,095	27		50,150		—			—			—			50,177
Common dividends declared	—	—		—		—			—			(23,039		)	(23,039		)
Preferred dividends declared	—	—		—		—			—			(25		)	(25		)
Non-cash equity award compensation	18,189	—		1,283		—			—			—			1,283
Balance, June 30, 2019	54,853,205	$	549	$	1,046,025	$	32		$	127,008		$	(145,878	)	$	1,027,736

The accompanying notes are an integral part of these condensed consolidated financial statements.

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GRANITE POINT MORTGAGE TRUST INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(in thousands)



	Six Months Ended
	June 30,
	2019			2018
Cash Flows From Operating Activities:
Net income	$	35,146		$	29,813
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion of discounts and net deferred fees on loans held-for-investment	(7,943		)	(5,893		)
Amortization of deferred debt issuance costs on convertible senior notes and securitized debt obligations	3,882			1,102
Equity based compensation	2,432			1,867
Depreciation of fixed assets	107			3
Net change in assets and liabilities:
Decrease (increase) in accrued interest receivable	344			(450		)
(Increase) decrease in prepaid expenses	(115		)	143
Increase in other assets	(7,300		)	(1,511		)
(Decrease) increase in accrued interest payable	(190		)	161
Increase in unearned interest income	74			413
Increase in other liabilities	4,354			1,374
Net cash provided by operating activities	30,791			27,022
Cash Flows From Investing Activities:
Originations, acquisitions and additional fundings of loans held-for-investment, net of deferred fees	(687,998		)	(594,126		)
Proceeds from repayment of loans held-for-investment	303,737			420,679
Principal payments on held-to-maturity securities	4,676			8,510
Net cash used in investing activities	(379,585		)	(164,937		)
Cash Flows From Financing Activities:
Proceeds from repurchase agreements	500,127			561,357
Principal payments on repurchase agreements	(746,643		)	(1,063,956		)
Proceeds from issuance of securitized debt obligations	646,868			651,374
Principal payments on securitized debt obligations	(171,000		)	—
Proceeds from convertible senior notes	—			18,247
Proceeds from asset-specific financings	75,060			—
Proceeds from revolving credit facilities	48,697			49,394
Repayment of revolving credit facilities	(123,697		)	(49,394		)
(Increase) decrease in deferred debt issuance costs	(2,175		)	1,922
Proceeds from issuance of common stock, net of offering costs	207,405			—
Dividends paid on preferred stock	(50		)	(50		)
Dividends paid on common stock	(40,234		)	(32,935		)
Net cash provided by financing activities	394,358			135,959
Net increase (decrease) in cash, cash equivalents and restricted cash	45,564			(1,956		)
Cash, cash equivalents and restricted cash at beginning of period	123,423			110,718
Cash, cash equivalents and restricted cash at end of period	$	168,987		$	108,762
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	64,534		$	39,447
Cash paid (received) for taxes, net	$	—		$	(5	)
Noncash Activities:
Dividends declared but not paid at end of period	$	23,064		$	17,408

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

GRANITE POINT MORTGAGE TRUST INC.

Notes to the Condensed Consolidated Financial Statements (unaudited)

Note 1. Organization and Operations

Granite Point Mortgage Trust Inc., or the Company, is a Maryland corporation 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. The Company is externally managed by Pine River Capital Management L.P., or the Manager. The Company’s common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “GPMT”.

The Company was incorporated on April 7, 2017 and commenced operations as a publicly traded company on June 28, 2017, upon completion of an initial public offering, or the IPO. Concurrently with the closing of the IPO, the Company completed a formation transaction, or the Formation Transaction, pursuant to which the Company acquired the equity interests in TH Commercial Holdings LLC, or the Predecessor, from Two Harbors Investment Corp., or Two Harbors, a publicly traded hybrid mortgage real estate investment trust (NYSE: TWO). In exchange, the Company issued 33,071,000 shares of its common stock, representing approximately 76.5% of its outstanding common stock after the IPO, and 1,000 shares of its 10% cumulative redeemable preferred stock to Two Harbors. Upon the completion of the Formation Transaction, the Predecessor became the Company’s wholly owned indirect subsidiary. On November 1, 2017, Two Harbors distributed to its common stockholders the 33,071,000 shares of the Company’s common stock it had acquired in connection with the Formation Transaction, allowing the Company’s market capitalization to be fully floating.

The Company has elected to be treated as a real estate investment trust, or 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 Securities and Exchange Commission, or 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 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, 2018. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at June 30, 2019 and results of operations for all periods presented have been made. The results of operations for the three and six months ended June 30, 2019 should not be construed as indicative of the results to be expected for future periods or the full year.

The 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.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amount and timing of allowances for loan losses and impairments 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 capitalization rates, leasing, credit worthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, overall economic conditions, the broader commercial real estate market, local geographic sub-markets or other factors) will occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from its estimates and the differences may be material.

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GRANITE POINT MORTGAGE TRUST INC.

Notes to the Condensed Consolidated Financial Statements (unaudited)

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, 2018 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 consolidated financial condition and results of operations for the three and six months ended June 30, 2019.

Asset-Specific Financings

The Company finances certain of its loans held-for-investment through the use of an asset-specific financing facility. Borrowings under the asset-specific financing facility generally bear interest rates of a specified margin over one-month LIBOR. The asset-specific financings are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements.

Recently Issued and/or Adopted Accounting Standards

Lease Classification and Accounting

In February 2016, the FASB issued ASU No. 2016-02, which requires lessees to recognize on their balance sheets both a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018, with early adoption permitted. The Company’s adoption of this ASU did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU No. 2016-13, which changes the impairment model for most financial assets and certain other instruments. Allowances for credit losses on available-for-sale, or AFS, and held-to-maturity, or HTM, debt securities will be recognized, rather than direct reductions in the amortized cost of the investments. The new model also requires the estimation of lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables, HTM debt securities, loans, and other instruments held at amortized cost. The ASU requires certain recurring disclosures and is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2019, with early adoption permitted for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018. The Company is evaluating the adoption of this ASU to determine the impact it may have on its condensed consolidated financial statements, which at the date of adoption, is expected to increase the allowance for credit losses with a resulting negative adjustment to retained earnings.

Accounting for Share-Based Payments to Nonemployees

In June 2018, the FASB issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Under the guidance, equity-classified nonemployee awards will be measured on and fixed at the grant date, rather than measured at fair value at each reporting date until the date at which the nonemployee’s performance is complete. The ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018, with early adoption permitted. The Company’s adoption of this ASU was applied by recording a cumulative-effect adjustment to retained earnings as of January 1, 2019, which did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures.

SEC Disclosure Update and Simplification

In August 2018, the SEC adopted a final rule that amends certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other SEC disclosure requirements, U.S. GAAP, or changes in the information environment. However, the guidance also added requirements for entities to include in their interim financial statements a reconciliation of changes in stockholders’ equity for each period for which an income statement is required (both year-to-date and quarterly periods). The final rule is effective for all filings made on or after November 5, 2018. However, the SEC staff said it would not object to a registrant waiting to comply with the new interim disclosure requirement until the filing of its Form 10-Q for the quarter that begins after the effective date. As a result, the Company adopted the new interim disclosure requirement in connection with the Form 10-Q filing for the first quarter of 2019. The Company’s adoption of this final rule did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures.

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GRANITE POINT MORTGAGE TRUST INC.

Notes to the Condensed Consolidated Financial Statements (unaudited)

Note 3. Variable Interest Entities

The Company finances pools of its commercial real estate loans through collateralized loan obligations, or CLOs, which are considered VIEs for financial reporting purposes and, thus, are reviewed for consolidation under the applicable consolidation guidance. Because the Company has both the power to direct the activities of the 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, the Company consolidates the CLOs.

The following table presents a summary of the assets and liabilities of all variable interest entities consolidated on the Company’s condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018:



(in thousands)	June 30, 2019		December 31, 2018
Loans held-for-investment	$	1,402,209	$	795,259
Restricted cash	69,478		26,136
Accrued interest receivable	4,039		2,622
Other assets	6,566		5,130
Total Assets	$	1,482,292	$	829,147
Securitized debt obligations	$	1,133,294	$	654,263
Accrued interest payable	1,122		689
Other liabilities	77		—
Total Liabilities	$	1,134,493	$	654,952

The Company is not required to consolidate VIEs for which it has concluded it does not have both the power to direct the activities of the VIEs 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. The Company’s investments in these unconsolidated VIEs include CMBS, which are classified within available-for-sale securities, at fair value, and held-to-maturity securities on the condensed consolidated balance sheets. As of June 30, 2019 and December 31, 2018, the carrying value, which also represents the maximum exposure to loss, of all CMBS in unconsolidated VIEs was $34.8 million and $39.3 million, respectively.

Note 4. Loans Held-for-Investment

The Company originates and acquires commercial real estate debt and related instruments generally to be held as long-term investments. These assets are classified as loans held-for-investment on the condensed consolidated balance sheets. Interest income on loans held-for-investment is recognized at the loan coupon rate. Any premiums or discounts, loan fees,

contractual exit fees and origination costs are amortized or accreted into interest income over the lives of the loans using the

effective interest method. Loans are considered past due when they are 30 days past their contractual due date. Interest income

recognition is suspended when loans are placed on nonaccrual status. Generally, commercial mortgage loans are placed on

nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest

accrued, but not collected, at the date loans are placed on nonaccrual is reversed and subsequently recognized only to the extent

it is received in cash or until it qualifies for return to accrual status. However, where there is doubt regarding the ultimate

collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Commercial mortgage

loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured.

The Company also finances pools of its commercial real estate loans through CLOs, which are considered to be VIEs for financial reporting purposes and, thus, are reviewed for consolidation under the applicable consolidation guidance. Because the Company has both the power to direct the activities of the 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, the Company consolidates the CLOs and classifies the underlying loans as loans held-for-investment. Loans held-for-investment are reported at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable.

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GRANITE POINT MORTGAGE TRUST INC.

Notes to the Condensed Consolidated Financial Statements (unaudited)

The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of June 30, 2019 and December 31, 2018:



	June 30, 2019
(dollars in thousands)	Senior Loans ⁽¹⁾			Mezzanine Loans			B-Notes			Total
Unpaid principal balance	$	3,556,949		$	14,095		$	14,551		$	3,585,595
Unamortized (discount) premium	(131		)	—			—			(131		)
Unamortized net deferred origination fees	(25,347		)	—			—			(25,347		)
Carrying value	$	3,531,471		$	14,095		$	14,551		$	3,560,117
Unfunded commitments	$	588,697		$	—		$	—		$	588,697
Number of loans	103			2			1			106
Weighted average coupon	6.2		%	12.0		%	8.0		%	6.2		%
Weighted average years to maturity ⁽²⁾	1.8			2.7			7.6			1.8



	December 31, 2018
(dollars in thousands)	Senior Loans ⁽¹⁾			Mezzanine Loans			B-Notes			Total
Unpaid principal balance	$	3,147,310		$	31,679		$	14,652		$	3,193,641
Unamortized (discount) premium	(151		)	—			—			(151		)
Unamortized net deferred origination fees	(25,577		)	—			—			(25,577		)
Carrying value	$	3,121,582		$	31,679		$	14,652		$	3,167,913
Unfunded commitments	$	626,155		$	—		$	—		$	626,155
Number of loans	88			3			1			92
Weighted average coupon	6.4		%	11.4		%	8.0		%	6.5		%
Weighted average years to maturity ⁽²⁾	2.0			1.9			8.1			2.0

____________________


(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)

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 loan modifications.



(dollars in thousands)	June 30, 2019				December 31, 2018
Property Type	Carrying Value		% of Loan Portfolio		Carrying Value		% of Loan Portfolio
Office	$	1,519,351	42.7	%	$	1,495,128	47.2	%
Multifamily	806,553		22.7	%	569,259		18.0	%
Hotel	566,259		15.9	%	427,611		13.5	%
Retail	369,869		10.4	%	324,447		10.2	%
Industrial	264,356		7.4	%	351,468		11.1	%
Other	33,729		0.9	%	—		—	%
Total	$	3,560,117	100.0	%	$	3,167,913	100.0	%

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GRANITE POINT MORTGAGE TRUST INC.

Notes to the Condensed Consolidated Financial Statements (unaudited)



(dollars in thousands)	June 30, 2019				December 31, 2018
Geographic Location	Carrying Value		% of Loan Portfolio		Carrying Value		% of Loan Portfolio
Northeast	$	1,141,476	32.1	%	$	1,171,691	37.0	%
Southwest	881,363		24.8	%	681,108		21.5	%
West	703,512		19.8	%	694,223		21.9	%
Southeast	437,898		12.2	%	369,961		11.7	%
Midwest	395,868		11.1	%	250,930		7.9	%
Total	$	3,560,117	100.0	%	$	3,167,913	100.0	%

At June 30, 2019 and December 31, 2018, the Company pledged loans held-for-investment with a carrying value of $3.2 billion and $2.9 billion, respectively, as collateral for repurchase agreements, asset-specific financings, revolving credit facilities and securitized debt obligations. See Note 10 - Repurchase Agreements, Note 11 - Asset-specific Financings, Note 12 - Revolving Credit Facilities and Note 13 - Securitized Debt Obligations.

The following table summarizes activity related to loans held-for-investment for the three and six months ended June 30, 2019 and 2018.



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2019			2018			2019			2018
Balance at beginning of period	$	3,292,989		$	2,364,647		$	3,167,913		$	2,304,266
Originations, acquisitions and additional fundings	415,997			445,944			695,691			602,130
Repayments	(148,417		)	(324,252		)	(303,737		)	(420,679		)
Net discount accretion (premium amortization)	7			4			20			18
Increase in net deferred origination fees	(4,573		)	(5,919		)	(7,693		)	(8,004		)
Amortization of net deferred origination fees	4,114			3,182			7,923			5,875
Allowance for loan losses	—			—			—			—
Balance at end of period	$	3,560,117		$	2,483,606		$	3,560,117		$	2,483,606

The Company evaluates each loan for impairment at least quarterly by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors. Risk factors include property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, loan structure and exit plan, loan-to-value ratio, project sponsorship, and other factors deemed necessary. Risk 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 future loss.


5 –	Impaired/Loss Likely: A loan that has a significantly increased probability of default or principal loss.

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GRANITE POINT MORTGAGE TRUST INC.

Notes to the Condensed Consolidated Financial Statements (unaudited)

The following table presents the number of loans, unpaid principal balance and carrying value (amortized cost) by risk rating for loans held-for-investment as of June 30, 2019 and December 31, 2018:



(dollars in thousands)	June 30, 2019					December 31, 2018
Risk Rating	Number of Loans	Unpaid Principal Balance		Carrying Value		Number of Loans	Unpaid Principal Balance		Carrying Value
1	9	$	377,008	$	375,737	9	$	354,791	$	353,583
2	89	3,013,703		2,990,794		78	2,680,297		2,656,679
3	6	157,465		156,348		3	121,133		120,496
4	2	37,419		37,238		2	37,420		37,155
5	—	—		—		—	—		—
Total	106	$	3,585,595	$	3,560,117	92	$	3,193,641	$	3,167,913

The Company has not identified any impaired loans and it has not recorded any allowances for losses as it is not deemed probable that the Company will not be able to collect all amounts due pursuant to the contractual terms of the loans.

Note 5. Available-for-Sale Securities

The following table presents the face value and carrying value (which approximates fair value) of AFS securities as of June 30, 2019 and December 31, 2018:



(in thousands)	June 30, 2019		December 31, 2018
Face value	$	12,798	$	12,798
Gross unrealized gains	32		—
Gross unrealized losses	—		(192		)
Carrying value	$	12,830	$	12,606

On June 30, 2019, the Company’s AFS securities had contractual maturities of less than one year.

At June 30, 2019 and December 31, 2018, the Company pledged AFS securities with a carrying value of $12.8 million and $12.6 million, respectively, as collateral for repurchase agreements. See Note 10 - Repurchase Agreements.

At June 30, 2019, the Company’s AFS securities were in a unrealized gain position. At December 31, 2018, the Company’s AFS securities were in an unrealized loss position for less than twelve months.

Evaluating AFS Securities for Other-Than-Temporary Impairments

In evaluating AFS securities for other-than-temporary impairments, or OTTI, the Company determines whether there has been a significant adverse quarterly change in the cash flow expectations for a security. The Company compares the amortized cost of each security in an unrealized loss position against the present value of expected future cash flows of the security. The Company also considers whether there has been a significant adverse change in the regulatory and/or economic environment as part of this analysis. If the amortized cost of the security is greater than the present value of expected future cash flows using the original yield as the discount rate, an other-than-temporary credit impairment has occurred. If the Company does not intend to sell and will not be more likely than not required to sell the security, the credit loss is recognized in earnings and the balance of the unrealized loss is recognized in other comprehensive income (loss). If the Company intends to sell the security or will be more likely than not required to sell the security, the full unrealized loss is recognized in earnings. The Company did not record any other-than-temporary credit impairments during the three and six months ended June 30, 2019 and 2018 as expected cash flows were greater than amortized cost for all AFS securities held.

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GRANITE POINT MORTGAGE TRUST INC.

Notes to the Condensed Consolidated Financial Statements (unaudited)

Note 6. Held-to-Maturity Securities

The following table presents the face value and carrying value of HTM securities by collateral type as of June 30, 2019 and December 31, 2018: