Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Entity Information [Line Items] | ||
Entity Registrant Name | GRANITE POINT MORTGAGE TRUST INC. | |
Entity Central Index Key | 1,703,644 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 43,235,103 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
ASSETS | |||
Loans held-for-investment | $ 2,127,954 | $ 1,364,291 | |
Available-for-sale securities, at fair value | 12,814 | 12,686 | |
Held-to-maturity securities | 43,390 | 48,252 | |
Cash and cash equivalents | 142,391 | 56,019 | |
Restricted cash | 2,331 | 260 | |
Accrued interest receivable | 5,786 | 3,745 | |
Due from counterparties | 20 | 249 | |
Income taxes receivable | 4 | 5 | |
Accounts receivable | 12,695 | 7,735 | |
Deferred debt issuance costs | 9,342 | 2,365 | |
Total Assets | [1] | 2,356,727 | 1,495,607 |
Liabilities | |||
Repurchase agreements | 1,475,264 | 451,167 | |
Note payable to affiliate | 27,458 | 593,632 | |
Accrued interest payable | 2,331 | 655 | |
Unearned interest income | 450 | 143 | |
Other payables to affiliates | 86 | 21,460 | |
Dividends payable | 13,835 | 0 | |
Accrued expenses and other liabilities | 5,529 | 559 | |
Total Liabilities | [1] | 1,524,953 | 1,067,616 |
10% cumulative redeemable preferred stock, par value $0.01 per share; 50,000,000 shares authorized and 1,000 and 0 shares issued and outstanding, respectively | 1,000 | 0 | |
Stockholders' Equity | |||
Common stock, par value $0.01 per share; 450,000,000 shares authorized and 43,235,103 and 0 shares issued and outstanding, respectively | 432 | 0 | |
Additional paid-in capital | 829,522 | 392,608 | |
Accumulated other comprehensive income (loss) | 16 | (112) | |
Cumulative earnings | 14,664 | 35,495 | |
Cumulative distributions to stockholders | 13,860 | 0 | |
Total Stockholders’ Equity | 830,774 | 427,991 | |
Total Liabilities and Stockholders’ Equity | $ 2,356,727 | $ 1,495,607 | |
[1] | The condensed consolidated balance sheets include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of these VIEs. At September 30, 2017 and December 31, 2016, assets of the VIEs totaled $46,052 and $46,047, respectively. See Note 3 - Variable Interest Entities for additional information. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
10% cumulative redeemable preferred stock par value per share (in usd per share) | $ 0.01 | $ 0.01 |
10% cumulative redeemable preferred shares authorized (in shares) | 50,000,000 | 0 |
10% cumulative redeemable preferred shares issued (in shares) | 1,000 | 0 |
10% cumulative redeemable preferred shares outstanding (in shares) | 1,000 | 0 |
Common stock par value per share (in usd per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 450,000,000 | 0 |
Common shares issued (in shares) | 43,235,103 | 0 |
Common shares outstanding (in shares) | 43,235,103 | 0 |
Assets of consolidated Variable Interest Entities | $ 46,052 | $ 46,047 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Interest income: | ||||
Loans held-for-investment | $ 29,655 | $ 14,933 | $ 77,213 | $ 37,062 |
Available-for-sale securities | 265 | 242 | 767 | 758 |
Held-to-maturity securities | 940 | 974 | 2,792 | 3,217 |
Cash and cash equivalents | 4 | 3 | 10 | 6 |
Total interest income | 30,864 | 16,152 | 80,782 | 41,043 |
Interest expense | 12,497 | 3,024 | 26,376 | 7,052 |
Net interest income | 18,367 | 13,128 | 54,406 | 33,991 |
Other income: | ||||
Ancillary fee income | 0 | 15 | 0 | 41 |
Total other income | 0 | 15 | 0 | 41 |
Expenses: | ||||
Management fees | 3,130 | 1,689 | 6,717 | 5,098 |
Servicing expenses | 333 | 145 | 962 | 372 |
General and administrative expenses | 3,388 | 1,721 | 7,561 | 5,204 |
Total expenses | 6,851 | 3,555 | 15,240 | 10,674 |
Income before income taxes | 11,516 | 9,588 | 39,166 | 23,358 |
Benefit from income taxes | (2) | (2) | (3) | (9) |
Net income | 11,518 | 9,590 | 39,169 | 23,367 |
Dividends on preferred stock | 25 | 0 | 25 | 0 |
Net income attributable to common stockholders | $ 11,493 | $ 9,590 | $ 39,144 | $ 23,367 |
Basic and diluted earnings per weighted average common share | $ 0.27 | $ 0 | $ 0.27 | $ 0 |
Dividends declared per common share | $ 0.32 | $ 0 | $ 0.32 | $ 0 |
Basic and diluted weighted average number of shares of common stock outstanding | 43,234,254 | 0 | 43,234,252 | 0 |
Comprehensive income: | ||||
Net income attributable to common stockholders | $ 11,493 | $ 9,590 | $ 39,144 | $ 23,367 |
Other comprehensive income (loss), net of tax: | ||||
Unrealized gain (loss) on available-for-sale securities | 32 | 64 | 128 | (128) |
Other comprehensive income (loss) | 32 | 64 | 128 | (128) |
Comprehensive income attributable to common stockholders | $ 11,525 | $ 9,654 | $ 39,272 | $ 23,239 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Cumulative Earnings | Cumulative Distributions to Stockholders |
Common shares outstanding at beginning of period (in shares) at Dec. 31, 2015 | 0 | |||||
Stockholders’ equity at beginning of period at Dec. 31, 2015 | $ 486,942 | $ 0 | $ 486,804 | $ 0 | $ 138 | $ 0 |
Capital contributions from Two Harbors Investment Corp. | 10,000 | 10,000 | ||||
Distributions to Two Harbors Investment Corp. | (65,000) | (65,000) | ||||
Net income | 23,367 | 23,367 | ||||
Other comprehensive income (loss) before reclassifications | (128) | (128) | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||||
Net other comprehensive income (loss) | (128) | (128) | ||||
Common shares outstanding at end of period (in shares) at Sep. 30, 2016 | 0 | |||||
Stockholders’ equity at end of period at Sep. 30, 2016 | $ 455,181 | $ 0 | 431,804 | (128) | 23,505 | 0 |
Common shares outstanding at beginning of period (in shares) at Dec. 31, 2016 | 0 | 0 | ||||
Stockholders’ equity at beginning of period at Dec. 31, 2016 | $ 427,991 | $ 0 | 392,608 | (112) | 35,495 | 0 |
Capital contributions from Two Harbors Investment Corp. | 254,785 | 254,785 | ||||
Distributions to Two Harbors Investment Corp. | (60,000) | (60,000) | ||||
Net income | 39,169 | |||||
Other comprehensive income (loss) before reclassifications | 128 | 128 | ||||
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | ||||
Net other comprehensive income (loss) | 128 | 128 | ||||
Issuance of common stock, net of offering costs (in shares) | 43,071,000 | |||||
Issuance of common stock, net of offering costs | 181,875 | $ 431 | 181,444 | |||
Common dividends declared | (13,835) | (13,835) | ||||
Preferred dividends declared | (25) | (25) | ||||
Non-cash equity award compensation (in shares) | 164,103 | |||||
Non-cash equity award compensation | $ 686 | $ 1 | 685 | |||
Common shares outstanding at end of period (in shares) at Sep. 30, 2017 | 43,235,103 | 43,235,103 | ||||
Stockholders’ equity at end of period at Sep. 30, 2017 | $ 830,774 | $ 432 | $ 829,522 | $ 16 | $ 14,664 | $ (13,860) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net income | $ 39,169 | $ 23,367 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Accretion of discounts and net deferred fees on loans held-for-investment | (5,551) | (5,210) |
Equity based compensation | 686 | 0 |
Net change in assets and liabilities: | ||
Increase in accrued interest receivable | (2,041) | (1,233) |
Decrease (increase) in income taxes receivable | 1 | (3) |
Increase in accounts receivable | (4,960) | (2,731) |
Decrease in deferred debt issuance costs | (6,977) | (723) |
Increase in accrued interest payable | 1,676 | 378 |
Increase (decrease) in unearned interest income | 307 | (155) |
Decrease in income taxes payable | 0 | (70) |
Increase in accrued expenses | 4,970 | 491 |
(Decrease) increase in other payables to affiliates | (21,374) | 9,462 |
Increase in 10% cumulative redeemable preferred stock | 1,000 | 0 |
Net cash provided by operating activities | 6,906 | 23,573 |
Cash Flows From Investing Activities: | ||
Originations, acquisitions and additional fundings of loans held-for-investment, net of deferred fees | (759,905) | (463,681) |
Proceeds from repayment of loans held-for-investment | 1,793 | 1,122 |
Purchases of available-for-sale securities | 0 | (15,000) |
Principal payments on available-for-sale securities | 0 | 2,202 |
Principal payments on held-to-maturity securities | 4,862 | 14,174 |
Increase (decrease) in due from counterparties | 229 | (249) |
Net cash used in investing activities | (753,021) | (461,432) |
Cash Flows From Financing Activities: | ||
Proceeds from repurchase agreements | 1,431,366 | 681,040 |
Principal payments on repurchase agreements | (407,269) | (459,903) |
Proceeds from note payable to affiliate | 110,653 | 335,722 |
Repayment of note payable to affiliate | (676,827) | (10,114) |
Proceeds from issuance of common stock, net of offering costs | 181,875 | 0 |
Proceeds from capital contributions from Two Harbors Investment Corp. | 254,785 | 10,000 |
Payments for distributions of capital to Two Harbors Investment Corp. | (60,000) | (65,000) |
Dividends paid on preferred stock | (25) | 0 |
Net cash provided by financing activities | 834,558 | 491,745 |
Net increase in cash, cash equivalents and restricted cash | 88,443 | 53,886 |
Cash, cash equivalents and restricted cash at beginning of period | 56,279 | 56,338 |
Cash, cash equivalents and restricted cash at end of period | 144,722 | 110,224 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 24,699 | 6,674 |
Cash (received) paid for taxes | (4) | 64 |
Noncash Activity: | ||
Acquisition of TH Commercial Holdings LLC from Two Harbors Investment Corp. in exchange for common and preferred shares (See Note 1) | $ 651,000 | $ 0 |
Organization and Operations
Organization and Operations | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Operations [Abstract] | |
Organization and Operations | 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 and advised by Pine River Capital Management L.P., or PRCM, a global multi-strategy asset management firm. 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 prospective market capitalization to be fully floating. The Company intends to elect 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, and the Company may in the future form additional TRSs. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 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 Prospectus dated June 22, 2017, filed with the SEC on June 26, 2017. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at September 30, 2017 and results of operations for all periods presented have been made. The results of operations for the three and nine months ended September 30, 2017 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 have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent 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. The Company’s actual results could ultimately differ from the estimates and the differences may be material. 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 trust 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 a trust 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 trust. Significant Accounting Policies Formation Transaction On June 28, 2017, the Company completed the Formation Transaction, through which the Company acquired the equity interests in the Predecessor from Two Harbors. In accordance with Accounting Standards Codification (ASC) 805, Business Combinations , the Predecessor is considered the acquiring or surviving entity, meaning the historical assets and liabilities of TH Commercial Holdings LLC included in the condensed consolidated balance sheets are recorded at the Predecessor’s historical carryover cost basis. As a result of the Formation Transaction, the Company is considered a continuation of the Predecessor’s business operations and its historical results of operations and cash flows are included in the Company’s condensed consolidated financial statements. In consideration for the contribution, Two Harbors received 33,071,000 shares of the Company’s common stock and 1,000 shares of cumulative redeemable preferred stock with an aggregate liquidation preference of $1,000 per share. 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. Additionally, the Company is the sole certificate holder of a trust entity that holds a commercial mezzanine loan. The trust is considered a VIE for financial reporting purposes and, thus, is reviewed for consolidation under the applicable consolidation guidance. As the Company has both the power to direct the activities of the trust 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 trust. The underlying loan is classified as loans held-for-investment on the condensed consolidated balance sheets. The loan is legally isolated from the Company and has been structured to be beyond the reach of creditors of the Company. Interest income on loans held-for-investment is recorded on the condensed consolidated statements of comprehensive income. Loans held-for-investment are reported at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable, unless the assets are deemed impaired. Impairment is indicated when it is deemed probable that the Company will not be able to collect all amounts due pursuant to the contractual terms of the loan. Because the Company’s loans held-for-investment are collateralized by real property or are collateral dependent, impairment is measured by comparing the estimated fair value of the underlying collateral to the amortized cost of the respective loan. The valuation of the underlying collateral requires significant judgment, which includes assumptions regarding 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, and other factors deemed necessary. If a loan is determined to be impaired, the Company records an allowance to reduce the carrying value of the loan through a charge to provision for loan losses. Actual losses, if any, could ultimately differ from these estimates. 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 60 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. Available-for-Sale Securities, at Fair Value From time to time, the Company may selectively invest in commercial mortgage-backed securities, or CMBS, representing interests in pools of commercial mortgage loans issued by trusts. The Company has designated investments in certain CMBS as available-for-sale, or AFS, because the Company may dispose of them prior to maturity. All assets classified as AFS are reported at estimated fair value with unrealized gains and losses, excluding other than temporary impairments, included in accumulated other comprehensive loss. Interest income on available-for-sale securities is accrued based on the outstanding principal balance and their contractual terms. Premiums and discounts associated with CMBS are amortized into interest income over the life of such securities using the effective yield method. The Company evaluates its available-for-sale securities, on a quarterly basis, to assess whether a decline in the fair value of an AFS security below the Company’s amortized cost basis is an other-than-temporary impairment, or OTTI. The presence of OTTI is based upon a fair value decline below a security’s amortized cost basis and a corresponding adverse change in expected cash flows due to credit related factors as well as non-credit factors, such as changes in interest rates and market spreads. Impairment is considered other-than-temporary if an entity (i) intends to sell the security, (ii) will more likely than not be required to sell the security before it recovers in value, or (iii) does not expect to recover the security’s amortized cost basis, even if the entity does not intend to sell the security. Under these scenarios, the impairment is other-than-temporary and the full amount of impairment should be recognized currently in earnings and the cost basis of the investment security is adjusted. However, if an entity does not intend to sell the impaired debt security and it is more likely than not that it will not be required to sell before recovery, the OTTI is separated into (i) the estimated amount relating to credit loss, or credit component, and (ii) the amount relating to all other factors, or non-credit component. Only the estimated credit loss amount is recognized currently in earnings, with the remainder of the loss amount recognized in other comprehensive income (loss). The difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income in accordance with the effective interest method. Held-to-Maturity Securities From time to time, the Company may selectively invest in commercial mortgage-backed securities, or CMBS, representing interests in pools of commercial mortgage loans issued by trusts. The Company has designated investments in certain CMBS as held-to-maturity, or HTM, because the Company has both the ability and intent to hold them until maturity. All assets classified as HTM are reported at stated cost plus any premiums or discounts, which are amortized or accreted through the consolidated statement of comprehensive income using the effective interest method. The Company evaluates its HTM securities, on a quarterly basis, to assess whether a decline in the fair value of an HTM security below the Company’s amortized cost basis is an OTTI. The presence of OTTI is based upon a fair value decline below a security’s amortized cost basis and a corresponding adverse change in expected cash flows due to credit related factors. Impairment is considered other-than-temporary if an entity does not expect to recover the security’s amortized cost basis. Impairment is recognized currently in earnings and the cost basis of the HTM security is adjusted. Cash and Cash Equivalents Cash and cash equivalents include cash held in bank accounts and cash held in money market funds on an overnight basis. Restricted Cash Restricted cash includes certain cash balances the Company is required to maintain in restricted accounts as collateral for the Company’s repurchase agreements and with counterparties to support activities related to securities. Cash held by counterparties as collateral, which resides in non-interest bearing accounts, is not available to the Company for general corporate purposes, but may be applied against amounts due to securities and repurchase agreement counterparties or returned to the Company when the collateral requirements are exceeded or at the maturity of the repurchase agreement. Accrued Interest Receivable Accrued interest receivable represents interest that is due and payable to the Company. Cash interest is generally received within thirty days of recording the receivable. Due from Counterparties Due from counterparties includes cash held by counterparties as collateral against the Company’s repurchase agreements but represents excess capacity and deemed unrestricted and a receivable from the counterparty as of the balance sheet date. Repurchase Agreements The Company finances the acquisition of its loans held-for-investment, AFS securities and HTM securities through the use of repurchase agreements. Borrowings under repurchase agreements generally bear interest rates of a specified margin over one-month LIBOR and are generally uncommitted. The repurchase agreements are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Note Payable to Affiliate Historically, the Company financed certain of its loans held-for-investment through a revolving note payable with TH Insurance Holdings Company LLC, or TH Insurance. TH Insurance is a separate indirect subsidiary of Two Harbors and a member of the Federal Home Loan Bank of Des Moines, or the FHLB. In exchange for the note with TH Insurance, the Company received an allocated portion of TH Insurance’s advances from the FHLB. The Company pledged to the FHLB a portion of its loans held-for-investment as collateral for TH Insurance’s advances. The note matured subsequent to the end of the third quarter of 2017, on October 27, 2017. The note payable was in effect as of September 30, 2017 and until October 27, 2017 (during which the Company was majority owned by Two Harbors) to assist with cash management and operational processes as the investments in the Company’s portfolio pledged to the FHLB were released and transitioned to the Company’s repurchase facilities. Accrued Interest Payable Accrued interest payable represents interest that is due and payable to third parties. Interest is generally paid within 30 days to three months of recording the payable, based upon the Company’s remittance requirements. Income Taxes The Company intends to elect to be taxed as a REIT under the Code and the corresponding provisions of state law. To qualify as a REIT, the Company must distribute at least 90% of its annual REIT taxable income to stockholders (not including taxable income retained in its taxable subsidiaries) within the time frame set forth in the tax Code and the Company must also meet certain other requirements. In addition, because certain activities, if performed by the Company, may cause the Company to earn income which is not qualifying for the REIT gross income tests, the Company has formed a TRS, as defined in the Code, to engage in such activities. The TRS’s activities are subject to income taxes as well as any REIT taxable income not distributed to stockholders. The Company assesses its tax positions for all open tax years (2015 and 2016) and determines whether the Company has any material unrecognized liabilities in accordance with ASC 740, Income Taxes . The Company records these liabilities to the extent the Company deems them more likely than not to be incurred. The Company classifies interest and penalties on material uncertain tax positions as interest expense and other expense, respectively, in its condensed consolidated statements of comprehensive income . There were no interest or penalties recorded during the periods presented in these financial statements. Related Party Management Fee and Operating Expenses The Company does not have any employees and is externally managed by PRCM under the terms of a management agreement entered into in connection with closing of the IPO and Formation Transaction on June 28, 2017. Under the management agreement, PRCM and its affiliates provide the Company with the personnel and resources necessary to operate the Company’s business. In exchange, the Company pays PRCM a base management fee that is equal to 1.5% of the Company’s equity on an annualized basis as well as an incentive fee, which will be payable, if earned, beginning in the fourth quarter of 2018, in accordance with the terms of the management agreement. See further discussion of the base management fee and incentive fee calculations in Note 12 - Commitments and Contingencies . Prior to the IPO and Formation Transaction, the Predecessor was allocated its proportionate share of management fees incurred by Two Harbors under the management agreement that Two Harbors has with PRCM Advisers LLC, or PRCM Advisers, a subsidiary of PRCM. Under its management agreement with PRCM Advisers, Two Harbors pays PRCM Advisers a base management fee equal to 1.5% of its equity on an annualized basis. Additionally, certain direct and allocated operating expenses paid by PRCM to third-party vendors and by Two Harbors to PRCM Advisers and other third-party vendors are included in the Company’s condensed consolidated statements of comprehensive income. Preferred Stock The Company accounts for its preferred stock in accordance with ASC 480, Distinguishing Liabilities from Equity . Holders of the Company’s preferred stock have certain preference rights with respect to the common stock. Based on the Company’s analysis, the preferred stock has been classified as redeemable interests outside of permanent equity in the mezzanine section of the Company’s condensed consolidated balance sheet as a result of certain redemption requirements or other terms. Earnings Per Share Basic and diluted earnings per share are computed by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period from the date the Company commenced operations as a publicly traded company and completed its IPO and Formation Transaction on June 28, 2017 through September 30, 2017 . Prior to its IPO and Formation Transaction, the Company did not have any publicly issued common stock. For both basic and diluted per share calculations, potential common shares represents issued and unvested shares of restricted stock, which have full rights to the common stock dividend declarations of the Company. Other Comprehensive Income (Loss) Current period net unrealized gains and losses on AFS securities are reported as components of accumulated other comprehensive loss on the condensed consolidated statements of member’s equity and in the condensed consolidated statements of comprehensive income. Equity Incentive Plan The Company has adopted the 2017 Equity Incentive Plan, or the Plan, to provide incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including certain personnel of PRCM and its affiliates. The Plan is administered by the compensation committee of the Company’s board of directors. The Plan permits the granting of restricted shares of common stock, phantom shares, dividend equivalent rights and other equity-based awards. See Note 15 - Equity Incentive Plan for further details regarding the Plan. The cost of equity-based compensation awarded to employees provided by our manager is measured at fair value at each reporting date based on the price of the Company’s stock as of period end in accordance with ASC 505, Equity , or ASC 505, and amortized over the vesting term. Offsetting Assets and Liabilities Certain of the Company’s repurchase agreements are governed by underlying agreements that provide for a right of setoff in the event of default of either party to the agreement. Under certain of these agreements, the Company and the counterparty may be required to post cash collateral based upon the net underlying market value of the Company’s open positions with the counterparty. Under U.S. GAAP, if the Company has a valid right of setoff, it may offset the related asset and liability and report the net amount. The Company presents repurchase agreements subject to master netting arrangements or similar agreements on a gross basis. Regardless of whether or not the Company pledges or receives any cash collateral in accordance with its repurchase agreements, the Company does not offset financial assets and liabilities with the associated cash collateral on its condensed consolidated balance sheets. The following table presents information about the Company’s repurchase agreements that are subject to master netting arrangements or similar agreements and can potentially be offset on the Company’s condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, 2016 Gross amounts of repurchase agreements $ 1,475,264 $ 451,167 Gross amounts offset in the condensed consolidated balance sheets — — Net amounts of repurchase agreements presented in the condensed consolidated balance sheets 1,475,264 451,167 Gross amounts not offset with repurchase agreements in the condensed consolidated balance sheets (1) : Financial instruments (1,475,264 ) (451,167 ) Cash collateral received (pledged) — — Net amount $ — $ — ____________________ (1) Amounts presented are limited in total to the net amount of liabilities presented in the condensed consolidated balance sheets by instrument. Excess cash collateral or financial assets that are pledged to counterparties may exceed the financial liabilities subject to a master netting arrangement or similar agreement. These excess amounts are excluded from the table above, although separately reported within restricted cash or due from counterparties in the Company’s condensed consolidated balance sheets. Recently Issued and/or Adopted Accounting Standards Under the Jumpstart Our Business Startups Act, or the JOBS Act, the Company meets the definition of an “emerging growth company.” The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised U.S. accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU No. 2014-09, which is a comprehensive revenue recognition standard that supersedes virtually all existing revenue guidance under U.S. GAAP. The standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. As a result of the issuance of ASU No. 2015-14 in August 2015 deferring the effective date of ASU No. 2014-09 by one year, the ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2017, with early adoption prohibited. The Company has evaluated the new guidance and determined that interest income and gains and losses on financial instruments are outside the scope of ASC 606, Revenues from Contracts with Customers . As a result, the Company has determined that the adoption of this ASU will 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 AFS and 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. Classification of Certain Cash Receipts and Cash Payments and Restricted Cash In August 2016, the FASB issued ASU No. 2016-15, which clarifies how entities should classify certain cash receipts and cash payments and how the predominance principle should be applied on the statement of cash flows. Additionally, in November 2016, the FASB issued ASU No. 2016-18, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents, but no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. Both ASUs are effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2017, with early adoption permitted. Early adoption of these ASUs did not impact the Company’s financial condition or results of operations but impacted the presentation of the statements of cash flows and related footnote disclosures. The Company included restricted cash of $2.3 million , $0.3 million , $0.3 million and $0.3 million as of September 30, 2017 , December 31, 2016 , September 30, 2016 and December 31, 2015 , respectively, with cash and cash equivalents, as shown on the condensed consolidated statements of cash flows. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2017 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company is the sole certificate holder of a trust entity that holds a commercial mezzanine loan. The trust is considered a VIE for financial reporting purposes and, thus, was reviewed for consolidation under the applicable consolidation guidance. Because the Company has both the power to direct the activities of the trust 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 trust. As the Company is required to reassess VIE consolidation guidance each quarter, new facts and circumstances may change the Company’s determination. A change in the Company’s determination could impact the Company’s condensed consolidated financial statements during subsequent reporting periods. The following table presents a summary of the assets of the consolidated trust as reported on the Company’s condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Loans held-for-investment $ 45,889 $ 45,885 Accrued interest receivable 163 162 Total Assets $ 46,052 $ 46,047 The consolidated trust did not have any liabilities reported on the Company’s condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 . 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 September 30, 2017 and December 31, 2016 , the carrying value, which also represents the maximum exposure to loss, of all CMBS in unconsolidated VIEs was $56.2 million and $60.9 million , respectively. |
Loans Held-for-Investment
Loans Held-for-Investment | 9 Months Ended |
Sep. 30, 2017 | |
Loans Held-for-Investment [Abstract] | |
Loans Held-for-Investment | 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. Additionally, the Company is the sole certificate holder of a trust entity that holds a commercial mezzanine loan. The underlying loan held by the trust is consolidated on the Company’s condensed consolidated balance sheet and classified as loans held-for-investment. See Note 3 - Variable Interest Entities for additional information regarding consolidation of the trust. Loans held-for-investment are reported at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable, unless the assets are deemed impaired. The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of September 30, 2017 and December 31, 2016 : September 30, (dollars in thousands) First Mortgages Mezzanine Loans B-Notes Total Unpaid principal balance $ 2,041,767 $ 89,215 $ 14,892 $ 2,145,874 Unamortized (discount) premium (174 ) (11 ) — (185 ) Unamortized net deferred origination fees (17,695 ) (40 ) — (17,735 ) Carrying value $ 2,023,898 $ 89,164 $ 14,892 $ 2,127,954 Unfunded commitments $ 270,654 $ 1,580 $ — $ 272,234 Number of loans 50 5 1 56 Weighted average coupon 5.6 % 9.4 % 8.0 % 5.8 % Weighted average years to maturity (1) 2.5 2.3 9.3 2.5 December 31, (dollars in thousands) First Mortgages Mezzanine Loans B-Notes Total Unpaid principal balance $ 1,286,200 $ 89,993 $ — $ 1,376,193 Unamortized (discount) premium (185 ) (15 ) — (200 ) Unamortized net deferred origination fees (11,481 ) (221 ) — (11,702 ) Carrying value $ 1,274,534 $ 89,757 $ — $ 1,364,291 Unfunded commitments $ 170,890 $ 1,580 $ — $ 172,470 Number of loans 30 5 — 35 Weighted average coupon 5.1 % 8.9 % — % 5.3 % Weighted average years to maturity (1) 2.9 1.4 0.0 2.8 ____________________ (1) Based on contractual maturity date. Certain loans are subject to contractual extension options which may be subject to conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities in connection with loan modifications. (in thousands) September 30, December 31, Property Type Carrying Value % of Commercial Portfolio Carrying Value % of Commercial Portfolio Office $ 1,090,476 51.2 % $ 670,527 49.2 % Multifamily 385,222 18.1 % 260,684 19.1 % Retail 247,196 11.6 % 237,414 17.4 % Hotel 209,874 9.9 % 90,585 6.6 % Industrial 195,186 9.2 % 105,081 7.7 % Total $ 2,127,954 100.0 % $ 1,364,291 100.0 % (in thousands) September 30, December 31, Geographic Location Carrying Value % of Commercial Portfolio Carrying Value % of Commercial Portfolio Northeast $ 902,536 42.4 % $ 554,467 40.7 % West 413,094 19.4 % 248,355 18.2 % Southwest 363,906 17.1 % 267,944 19.6 % Southeast 350,407 16.5 % 239,195 17.5 % Midwest 98,011 4.6 % 54,330 4.0 % Total $ 2,127,954 100.0 % $ 1,364,291 100.0 % At September 30, 2017 and December 31, 2016 , the Company pledged loans held-for-investment with a carrying value of $2.0 billion and $1.3 billion , respectively, as collateral for repurchase agreements and TH Insurance’s FHLB advances. See Note 10 - Repurchase Agreements and Note 11 - Note Payable to Affiliate . The following table summarizes activity related to loans held-for-investment for the three and nine months ended September 30, 2017 and 2016 . Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Balance at beginning of period $ 1,739,253 $ 876,625 $ 1,364,291 $ 597,693 Originations, acquisitions and additional fundings 393,425 190,101 771,473 470,548 Repayments (303 ) (243 ) (1,793 ) (1,122 ) Net discount accretion (premium amortization) 6 64 (11 ) 204 Increase in net deferred origination fees (5,858 ) (2,858 ) (11,568 ) (6,867 ) Amortization of net deferred origination fees 1,431 1,773 5,562 5,006 Allowance for loan losses — — — — Balance at end of period $ 2,127,954 $ 1,065,462 $ 2,127,954 $ 1,065,462 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. 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 September 30, 2017 and December 31, 2016 : (dollars in thousands) September 30, December 31, Risk Rating Number of Loans Unpaid Principal Balance Carrying Value Number of Loans Unpaid Principal Balance Carrying Value 1 – 3 56 $ 2,145,874 $ 2,127,954 35 $ 1,376,193 $ 1,364,291 4 – 5 — — — — — — Total 56 $ 2,145,874 $ 2,127,954 35 $ 1,376,193 $ 1,364,291 The Company has not recorded any allowances for losses as no loans are past-due and 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. |
Available-for-Sale Securities,
Available-for-Sale Securities, at Fair Value | 9 Months Ended |
Sep. 30, 2017 | |
Available-for-sale Securities [Abstract] | |
Available-for-Sale Securities, at Fair Value | Available-for-Sale Securities, at Fair Value The following table presents the face value and carrying value (which approximates fair value) of AFS securities by collateral type as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Face value $ 12,798 $ 12,798 Gross unrealized gains 16 — Gross unrealized losses — (112 ) Carrying value $ 12,814 $ 12,686 On September 30, 2017 , all of the Company’s AFS securities had an estimated weighted average life remaining of approximately 2.4 years. At September 30, 2017 and December 31, 2016 , the Company pledged AFS securities with a carrying value of $12.8 million and $12.7 million , respectively, as collateral for repurchase agreements. See Note 10 - Repurchase Agreements . At September 30, 2017 , all of the Company’s AFS securities were in an unrealized gain position. At December 31, 2016 , AFS securities not deemed to be other than temporarily impaired and in an unrealized loss position for less than twelve consecutive months had a fair market value of $12.7 million and gross unrealized losses of $111,985 . Evaluating AFS Securities for Other-Than-Temporary Impairments In evaluating AFS securities for 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 nine months ended September 30, 2017 and 2016 as expected cash flows were greater than amortized cost for all AFS securities held. Gross Realized Gains and Losses Gains and losses from the sale of AFS securities are recorded as realized gains (losses) in the Company’s condensed consolidated statements of comprehensive income . The Company did not sell any AFS securities during the three and nine months ended September 30, 2017 and 2016 . |
Held-to-Maturity Securities
Held-to-Maturity Securities | 9 Months Ended |
Sep. 30, 2017 | |
Held-to-maturity Securities [Abstract] | |
Held-to-Maturity Securities | Held-to-Maturity Securities The following table presents the face value and carrying value of HTM securities by collateral type as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Face value $ 43,390 $ 48,252 Unamortized premium (discount) — — Carrying value $ 43,390 $ 48,252 On September 30, 2017 , all of the Company’s HTM securities had an estimated weighted average life remaining of approximately 0.9 years. At September 30, 2017 and December 31, 2016 , the Company pledged HTM securities with a carrying value of $43.4 million and $48.3 million , respectively, as collateral for repurchase agreements. See Note 10 - Repurchase Agreements . Evaluating HTM Securities for Other-Than-Temporary Impairments In evaluating HTM securities for 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 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 and the credit loss is recognized in earnings. The Company did not record any other-than-temporary credit impairments during the three and nine months ended September 30, 2017 and 2016 , as expected cash flows were greater than amortized cost for all HTM securities held. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Sep. 30, 2017 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | 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 agreements and with counterparties to support activities related to securities. As of September 30, 2017 and December 31, 2016 , the Company had $2.3 million and $0.3 million , respectively, in restricted cash held as collateral for repurchase agreements and by counterparties to support activities related to securities. 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, 2017 and December 31, 2016 that sum to the total of the same such amounts shown in the statements of cash flows: (in thousands) September 30, December 31, Cash and cash equivalents $ 142,391 $ 56,019 Restricted cash 2,331 260 Total cash, cash equivalents and restricted cash $ 144,722 $ 56,279 |
Accrued Interest Receivable
Accrued Interest Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Interest Receivable [Abstract] | |
Accrued Interest Receivable | Accrued Interest Receivable The following table presents the Company’s accrued interest receivable by collateral type as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Loans held-for-investment 5,576 3,518 Available-for-sale securities 46 46 Held-to-maturity securities 164 181 Total $ 5,786 $ 3,745 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value Fair Value Measurements 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. , observable inputs) and the lowest priority to data lacking transparency ( i.e. , unobservable inputs). Additionally, ASC 820 requires an entity to consider all aspects of nonperformance risk, including the entity’s own credit standing, when measuring fair value of a liability. ASC 820 establishes a three-level hierarchy to be used when measuring and disclosing fair value. An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Following is a description of the three levels: Level 1 Inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date under current market conditions. Additionally, the entity must have the ability to access the active market and the quoted prices cannot be adjusted by the entity. Level 2 Inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full-term of the assets or liabilities. Level 3 Unobservable inputs are supported by little or no market activity. The unobservable inputs represent the assumptions that market participants would use to price the assets and liabilities, including risk. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation. Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized. Available-for-sale securities . The Company holds AFS securities that are carried at fair value on the condensed consolidated balance sheet and are comprised of CMBS. In determining the fair value of the Company’s CMBS AFS, management judgment may be used to arrive at fair value that considers prices obtained from third-party pricing providers or broker quotes received using the bid price, which are both deemed indicative of market activity, and other applicable market data. The third-party pricing providers and brokers use pricing models that generally incorporate such factors as coupons, primary and secondary mortgage rates, rate reset period, issuer, prepayment speeds, credit enhancements and expected life of the security. 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 classified its CMBS AFS as Level 2 fair value assets at September 30, 2017 and December 31, 2016 . Recurring Fair Value The following tables display the Company’s assets measured at fair value on a recurring basis. The Company does not hold any liabilities measured at fair value on its condensed consolidated balance sheets. Recurring Fair Value Measurements September 30, 2017 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,814 $ — $ 12,814 Total assets $ — $ 12,814 $ — $ 12,814 Recurring Fair Value Measurements December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,686 $ — $ 12,686 Total assets $ — $ 12,686 $ — $ 12,686 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 application of certain impairment measures under U.S. GAAP. These items would constitute nonrecurring fair value measures under ASC 820. As of September 30, 2017 and December 31, 2016 , the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis in the periods presented. Transfers between Levels are deemed to take place on the first day of the reporting period in which the transfer has taken place. The Company did not incur transfers between Levels for the three and nine months ended September 30, 2017 and 2016 . 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. Descriptions are not provided for those items that have zero balances as of the current balance sheet date. • Loans held-for-investment are carried at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable, unless deemed impaired. The Company estimates the fair value of its loans held-for-investment by assessing any changes in market interest rates, shifts in credit profiles and actual operating results for mezzanine loans and first mortgages, taking into consideration such factors as underlying property type, property competitive position within its market, market and submarket fundamentals, tenant mix, nature of business plan, sponsorship, extent of leverage and other loan terms. The Company categorizes the fair value measurement of these assets as Level 3. • AFS securities are recurring fair value measurements; carrying value equals fair value. See discussion of valuation methods and assumptions within the Fair Value Measurements section of this footnote. • HTM securities, which are comprised of CMBS, are carried at cost, net of any unamortized acquisition premiums or discounts, unless deemed other-than-temporarily impaired. In determining the fair value of the Company’s CMBS HTM, management judgment may be used to arrive at fair value that considers prices obtained from third-party pricing providers or broker quotes received using the bid price, which are both deemed indicative of market activity, and other applicable market data. The third-party pricing providers and brokers use pricing models that generally incorporate such factors as coupons, primary and secondary mortgage rates, rate reset period, issuer, prepayment speeds, credit enhancements and expected life of the security. The Company categorizes the fair value measurement of these assets as Level 2. • Cash and cash equivalents and restricted cash have a carrying value which approximates fair value because of the short maturities of these instruments. The Company categorizes the fair value measurement of these assets as Level 1. • The carrying value of repurchase agreements and note payable to affiliate that mature in less than one year generally approximates fair value due to the short maturities. As of September 30, 2017 , the Company held $1.4 billion of repurchase agreements that are considered long-term. The Company’s long-term repurchase agreements have floating rates based on an index plus a spread and the credit spread is typically consistent with those demanded in the market. Accordingly, the interest rates on these borrowings are at market and thus carrying value approximates fair value. The Company categorizes the fair value measurement of these liabilities as Level 2. 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, 2017 and December 31, 2016 . September 30, 2017 December 31, 2016 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Assets Loans held-for-investment $ 2,127,954 $ 2,144,331 $ 1,364,291 $ 1,375,437 Available-for-sale securities $ 12,814 $ 12,814 $ 12,686 $ 12,686 Held-to-maturity securities $ 43,390 $ 43,138 $ 48,252 $ 47,779 Cash and cash equivalents $ 142,391 $ 142,391 $ 56,019 $ 56,019 Restricted cash $ 2,331 $ 2,331 $ 260 $ 260 Liabilities Repurchase agreements $ 1,475,264 $ 1,475,264 $ 451,167 $ 451,167 Note payable to affiliate $ 27,458 $ 27,458 $ 593,632 $ 593,632 |
Repurchase Agreements
Repurchase Agreements | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Repurchase Agreements [Abstract] | |
Repurchase Agreements | Repurchase Agreements As of September 30, 2017 and December 31, 2016 , the Company had outstanding $1.5 billion and $0.5 billion of repurchase agreements with a weighted average borrowing rate of 3.56% and 3.16% and weighted average remaining maturities of 2.0 and 1.3 years, respectively. At September 30, 2017 and December 31, 2016 , the repurchase agreement balances were as follows: (in thousands) September 30, December 31, Short-term $ 34,409 $ 265,533 Long-term 1,440,855 185,634 Total $ 1,475,264 $ 451,167 At September 30, 2017 and December 31, 2016 , the repurchase agreements had the following characteristics and remaining maturities: September 30, 2017 December 31, 2016 Collateral Type Collateral Type (in thousands) Commercial Loans CMBS (1) Total Amount Outstanding Commercial Loans CMBS (1) Total Amount Outstanding Within 30 days $ — $ — $ — $ 21,933 $ — $ 21,933 30 to 59 days — 34,409 34,409 — 37,110 37,110 60 to 89 days — — — — — — 90 to 119 days — — — — — — 120 to 364 days — — — 206,490 — 206,490 One year and over 1,440,855 — 1,440,855 185,634 — 185,634 Total $ 1,440,855 $ 34,409 $ 1,475,264 $ 414,057 $ 37,110 $ 451,167 Weighted average borrowing rate 3.56 % 3.69 % 3.56 % 3.14 % 3.31 % 3.16 % ____________________ (1) Includes both AFS securities and HTM securities sold under agreements to repurchase. The following table summarizes assets at carrying values that are pledged or restricted as collateral for the future payment obligations of repurchase agreements: (in thousands) September 30, December 31, Loans held-for-investment $ 1,953,688 $ 600,634 Available-for-sale securities, at fair value 12,814 12,686 Held-to-maturity securities 43,389 48,252 Restricted cash 58 — Due from counterparties 20 249 Total $ 2,009,969 $ 661,821 Although the transactions under repurchase agreements represent committed borrowings until maturity, the respective lender retains the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets due to credit or market events, depending on the agreement, would require the Company to fund margin calls or repurchase the underlying collateral. The following table summarizes certain characteristics of the Company’s repurchase agreements and counterparty concentration at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 (dollars in thousands) Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Wells Fargo Bank, N.A. $ 447,840 $ 134,090 16 % 1.74 $ — $ — — % 0.00 Morgan Stanley Bank 397,465 165,114 20 % 2.75 185,634 62,715 15 % 2.13 JPMorgan Chase Bank 364,433 150,642 18 % 1.59 204,679 104,380 24 % 0.78 All other counterparties (2) 265,526 87,782 11 % 2.05 60,854 45,624 11 % 0.54 Total $ 1,475,264 $ 537,628 $ 451,167 $ 212,719 ____________________ (1) Represents the net carrying value of the loans held-for-investment, AFS securities and HTM securities sold under agreements to repurchase, including accrued interest plus any cash on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (2) Represents amounts outstanding with two other counterparties at both September 30, 2017 and December 31, 2016 . The Company does not anticipate any defaults by its repurchase agreement counterparties. There can be no assurance, however, that any such default or defaults will not occur. |
Note Payable to Affiliate
Note Payable to Affiliate | 9 Months Ended |
Sep. 30, 2017 | |
Note Payable to Affiliate [Abstract] | |
Note Payable to Affiliate | Note Payable to Affiliate Historically, the Company financed certain of its loans held-for-investment through a revolving note payable with TH Insurance, a separate indirect subsidiary of Two Harbors and a member of the FHLB. In exchange for the note with TH Insurance, the Company received an allocated portion of TH Insurance’s advances from the FHLB. The Company pledged to the FHLB a portion of its loans held-for-investment as collateral for TH Insurance’s advances. As of September 30, 2017 and December 31, 2016 , the total outstanding note payable to TH Insurance was $27.5 million and $593.6 million with an interest rate of 1.56% and 0.85% , respectively. The note matured subsequent to the end of the third quarter of 2017, on October 27, 2017. The note payable was in effect as of September 30, 2017 and until October 27, 2017 (during which the Company was majority owned by Two Harbors) to assist with cash management and operational processes as the investments in the Company’s portfolio pledged to the FHLB were released and transitioned to the Company’s repurchase facilities. As of September 30, 2017 and December 31, 2016 , $33.6 million and $709.0 million of loans held-for-investment were pledged as collateral for the future payment obligations of TH Insurance’s FHLB advances. The FHLB retains the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets would require the Company to provide additional collateral. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The following represent the material commitments and contingencies of the Company as of September 30, 2017 : Management agreement. Upon the closing the IPO on June 28, 2017, the Company entered into a management agreement with PRCM. The Company pays PRCM a base management fee equal to 1.5% of the Company’s equity on an annualized basis, as defined in the management agreement. For purposes of calculating the management fee, equity means the sum of the net proceeds received by the Company from all issuances of its equity securities, plus its cumulative “core earnings” at the end of the most recently completed calendar quarter, less any distributions to stockholders, any amount that the Company has paid to repurchase its stock, and any incentive fees earned by PRCM, but excluding the incentive fee earned in the current quarter. As a result, equity for purposes of calculating the management fee may differ from the amount of stockholders’ equity shown in the Company’s financial statements. Beginning in the fourth quarter of 2018, incentive fees, if earned, will be payable to PRCM, as defined in the management agreement. The incentive fee will be the excess of (1) the product of (a) 20% and (b) the result of (i) the Company’s “core earnings” for the previous 12 -month period, minus (ii) the product of (A) the Company’s equity in the previous 12 -month period, and (B) 8% per annum, less (2) the sum of any incentive fees paid to PRCM with respect to the first three calendar quarters of such previous 12 -month period; provided, however, that no incentive fees are payable with respect to any calendar quarter unless “core earnings” for the 12 most recently completed calendar quarters in the aggregate is greater than zero . For purposes of calculating base management and incentive fees, “core earnings” means net income (loss) attributable to common stockholders, excluding non-cash equity compensation expense, incentive fees earned by PRCM, depreciation and amortization, any unrealized gains or losses or other similar non-cash items that are included in net income for the applicable period (regardless of whether such items are included in other comprehensive income or loss or in net income), and one-time events pursuant to changes in U.S. GAAP and certain material non-cash income or expense items, in each case after discussions between PRCM and the Company’s independent directors and approved by a majority of the Company’s independent directors. The current term of the management agreement expires on June 28, 2020, and thereafter will automatically renew for successive one -year terms annually until terminated in accordance with the terms of the agreement. Upon termination of the management agreement by the Company without cause or by PRCM due to the Company’s material breach of the management agreement, the Company is required to pay a termination fee equal to three times the sum of the average annual base management fee and average annual incentive compensation, in each case earned by PRCM during the 24 -month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Employment contracts. The Company does not directly employ any personnel. Instead, the Company relies on the resources of PRCM and its affiliates to conduct the Company’s operations. 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 consolidated financial statements and therefore no accrual is required as of September 30, 2017 . Unfunded commitments on loans held-for-investment. Certain of the Company’s commercial mortgage loan agreements contain provisions for future fundings to borrowers, generally to finance lease-related or capital expenditures. As of September 30, 2017 and December 31, 2016 , the Company had unfunded commitments of $272.2 million and $172.5 million on loans held-for-investment with expirations dates within the next two years. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2017 | |
Preferred Stock [Abstract] | |
Preferred Stock | Preferred Stock In connection with the Formation Transaction, the Company issued 1,000 shares of its 10% cumulative redeemable preferred stock to Two Harbors, which immediately sold such preferred stock to an unaffiliated third-party investor. The preferred stock ranks senior to the rights of holders of the Company’s common stock, but junior to all other classes or series of preferred stock that may be issued. The holders of the preferred stock are entitled to receive, when, as and if authorized and declared by the Company, cumulative cash dividends at the rate of 10% per annum of the $1,000 liquidation preference per share of the preferred stock. Such dividends accrue on a daily basis and are cumulative from and including the initial issue date of the preferred stock. The Company has the option at any time after five years from the initial issue date to redeem the preferred stock at a redemption price of $1,000 per share, plus any accrued and unpaid dividends. At any time after six years from the initial issue date, the Company will, at the request of any preferred stockholder, repurchase the holder’s preferred stock at a price of $1,000 per share, plus any accrued and unpaid dividends. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock On June 28, 2017, the Company completed an IPO of 10,000,000 shares of its common stock at a price of $19.50 per share, for gross proceeds of $195.0 million . Net proceeds to the Company were approximately $181.9 million , after accounting for issuance costs of approximately $13.1 million . Concurrently with the closing of the IPO, the Company issued 33,071,000 shares of its common stock to Two Harbors in exchange for the equity interests in the Predecessor, which became the Company’s wholly owned indirect subsidiary as a result of the transaction. 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 prospective market capitalization to be fully floating. Distributions to Stockholders On September 18, 2017, the Company declared a quarterly cash dividend on its common stock of $0.32 per share. The dividend was payable on October 18, 2017 to common stockholders of record at the close of business on September 29, 2017. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income at September 30, 2017 and December 31, 2016 was as follows: (in thousands) September 30, December 31, Available-for-sale securities Unrealized gains $ 16 $ — Unrealized losses — (112 ) Accumulated other comprehensive income (loss) $ 16 $ (112 ) Reclassifications out of Accumulated Other Comprehensive Income The Company did not record any reclassifications out of accumulated other comprehensive loss during the three and nine months ended September 30, 2017 and 2016 . |
Equity Incentive Plan
Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Incentive Plan | Equity Incentive Plan During the nine months ended September 30, 2017 , the Company granted 14,103 shares of common stock to its independent directors pursuant to the Company’s 2017 Equity Incentive Plan, or the Plan. The estimated fair value of these awards was $19.47 per share on grant date. For shares granted on June 28, 2017, the estimated fair value of the awards is based on the offering price of the Company’s common stock in connection with its IPO. For shares granted subsequent to the IPO, the estimated fair value of the awards is based on the closing price of the Company’s common stock on the NYSE on such date. All grants vested immediately. No shares were granted to the Company’s independent directors during the nine months ended September 30, 2016 . Additionally, during the nine months ended September 30, 2017 , the Company granted 150,000 shares of restricted common stock to key employees of PRCM and its affiliates pursuant to the terms of the Plan and the associated award agreements. The estimated fair value of these awards was $19.50 per share on June 28, 2017, the grant date, based on the offering price of the Company’s common stock in connection with its IPO. However, as the cost of these awards is measured at fair value at each reporting date based on the price of the Company’s stock as of period end in accordance with ASC 505, Equity , or ASC 505, the fair value of these awards as of September 30, 2017 was $18.73 per share based on the closing market price of the Company’s common stock on the NYSE on such date. The shares underlying the grants vest in three equal annual installments commencing on the first anniversary of the grant date, as long as the grantee complies with the terms and conditions of his or her applicable restricted stock award agreement. No shares were granted to the employees of PRCM and its affiliates during the nine months ended September 30, 2016 . The following table summarizes the activity related to restricted common stock for the nine months ended September 30, 2017 and 2016 : Nine Months Ended September 30, 2017 2016 Shares Weighted Average Grant Date Fair Market Value Shares Weighted Average Grant Date Fair Market Value Outstanding at Beginning of Period — $ — — $ — Granted 164,103 19.50 — — Vested (14,103 ) (19.47 ) — — Forfeited — — — — Outstanding at End of Period 150,000 $ 19.50 — $ — For both the three and nine months ended September 30, 2017 , the Company recognized compensation related to restricted common stock of $0.7 million . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes For the three and nine months ended September 30, 2017 , the Company intends to elect 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 its taxable income to the extent it annually distributes its net taxable income to stockholders, and does not engage in prohibited transactions. The Company intends to distribute 100% of its REIT taxable income and comply with all requirements to continue to qualify as a REIT. The majority of states also recognize the Company’s REIT status. The Company’s TRS files a separate 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. The following table summarizes the tax (benefit) provision recorded for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Current tax (benefit) provision: Federal $ (2 ) $ (2 ) $ (5 ) $ (12 ) State — — 2 3 Total current tax benefit (2 ) (2 ) (3 ) (9 ) Deferred tax provision — — — — Total benefit from income taxes $ (2 ) $ (2 ) $ (3 ) $ (9 ) 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company has calculated earnings per share only for the period common stock was outstanding, referred to as the post-formation period. The Company has defined the post-formation period to be the period from the date the Company commenced operations as a publicly traded company on June 28, 2017 through September 30, 2017 , or 95 days of activity. Earnings per share is calculated by dividing the net income for the post-formation period by the weighted average number of shares outstanding during the post-formation period. 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, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except share data) 2017 2016 2017 2016 Numerator: Net income attributable to common stockholders $ 11,493 $ — $ 11,662 $ — Denominator: Weighted average common shares outstanding 43,084,254 — 43,084,252 — Weighted average restricted stock shares 150,000 — 150,000 — Basic and diluted weighted average shares outstanding 43,234,254 — 43,234,252 — Basic and Diluted Earnings Per Share $ 0.27 $ — $ 0.27 $ — |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The following summary provides disclosure of the material transactions with affiliates of the Company. The Company does not have any employees and is externally management by PRCM under the terms of a management agreement entered into in connection with closing of the IPO and Formation Transaction on June 28, 2017. Under the management agreement, PRCM and its affiliates provide the Company with the personnel and resources necessary to operate the Company’s business. In exchange, the Company pays PRCM a base management fee that is equal to 1.5% of the Company’s equity on an annualized basis as well as an incentive fee, which will be payable, if earned, beginning in the fourth quarter of 2018, in accordance with the terms of the management agreement. For purposes of calculating the management fee, equity is adjusted to exclude any common stock repurchases as well as any unrealized gains, losses or other items that do not affect realized net income (loss), among other adjustments, in accordance with the management agreement. The Company incurred $3.1 million and $3.2 million as a management fee to PRCM for the three and nine months ended September 30, 2017 , respectively. See further discussion of the base management fee and incentive fee calculations in Note 12 - Commitments and Contingencies . Prior to the IPO and Formation Transaction, the Predecessor was allocated its proportionate share of management fees incurred by Two Harbors under the management agreement that Two Harbors has with PRCM Advisers. Under its management agreement with PRCM Advisers, Two Harbors pays PRCM Advisers a base management fee equal to 1.5% of its equity on an annualized basis. The Predecessor was allocated management fees incurred by Two Harbors of $3.5 million for the period from January 1, 2017 through June 27, 2017, and $1.7 million and $5.1 million for the three and nine months ended September 30, 2016 , respectively. During both the three and nine months ended September 30, 2017 , the Company reimbursed PRCM for certain direct and allocated costs incurred by PRCM on behalf of the Company. These direct and allocated costs totaled approximately $1.1 million . In addition, during the three and nine months ended September 30, 2017 and 2016 , certain direct and allocated operating expenses were paid by Two Harbors to PRCM Advisers and other third-party vendors and included in the Company’s condensed consolidated statements of comprehensive income . These direct and allocated costs totaled approximately $0.2 million and $4.4 million for the three and nine months ended September 30, 2017 , respectively, and $1.7 million and $5.2 million for the three and nine months ended September 30, 2016 , respectively. Expenses during the period may have been different had the Predecessor not been a subsidiary of Two Harbors during those periods. At September 30, 2017 and December 31, 2016 , the Company had outstanding payables to Two Harbors of $0.1 million and $21.2 million , respectively. The Company has contractual relationships with the majority of its third-party vendors and pays those vendors directly. The Company will continue to have certain costs allocated to it by PRCM under the management agreement for compensation, data services, technology and certain office lease payments. During a transition period following the distribution of shares of the Company’s common stock by Two Harbors to its stockholders, the Company will also reimburse Two Harbors for certain data, technology and other miscellaneous out-of-pocket costs incurred in support of the Company’s transition from being majority owned by Two Harbors to a stand-alone company. The Company recognized $0.7 million of compensation during both the three and nine months ended September 30, 2017 related to restricted common stock issued to employees of PRCM and the Company’s independent directors pursuant to the Plan. See Note 15 - Equity Incentive Plan for additional information. Historically, the Company financed certain of its loans held-for-investment through a revolving note payable with TH Insurance. In exchange for the note with TH Insurance, the Company received an allocated portion of TH Insurance’s advances from the FHLB. The Company pledged to the FHLB a portion of its loans held-for-investment as collateral for TH Insurance’s advances. As of September 30, 2017 and December 31, 2016 , the total outstanding note payable to TH Insurance was $27.5 million and $593.6 million with an interest rate of 1.56% and 0.85% , respectively. The note matured subsequent to the end of the third quarter of 2017, on October 27, 2017. The note payable was in effect as of September 30, 2017 and until October 27, 2017 (during which the Company was majority owned by Two Harbors) to assist with cash management and operational processes as the investments in the Company’s portfolio pledged to the FHLB were released and transitioned to the Company’s repurchase facilities. The terms of these transactions may have been different had they been transacted with an unrelated third-party. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Events subsequent to September 30, 2017 , were evaluated through the date these financial statements were issued and no additional events were identified requiring further disclosure in these condensed consolidated financial statements. |
Basis of Presentation and Sig26
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Consolidation and Basis of Presentation | 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 Prospectus dated June 22, 2017, filed with the SEC on June 26, 2017. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at September 30, 2017 and results of operations for all periods presented have been made. The results of operations for the three and nine months ended September 30, 2017 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 have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent 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. The Company’s actual results could ultimately differ from the estimates and the differences may be material. 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 trust 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 a trust 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 trust. |
Formation Transaction | Formation Transaction On June 28, 2017, the Company completed the Formation Transaction, through which the Company acquired the equity interests in the Predecessor from Two Harbors. In accordance with Accounting Standards Codification (ASC) 805, Business Combinations , the Predecessor is considered the acquiring or surviving entity, meaning the historical assets and liabilities of TH Commercial Holdings LLC included in the condensed consolidated balance sheets are recorded at the Predecessor’s historical carryover cost basis. As a result of the Formation Transaction, the Company is considered a continuation of the Predecessor’s business operations and its historical results of operations and cash flows are included in the Company’s condensed consolidated financial statements. In consideration for the contribution, Two Harbors received 33,071,000 shares of the Company’s common stock and 1,000 shares of cumulative redeemable preferred stock with an aggregate liquidation preference of $1,000 per share. |
Loans Held-for-Investment | 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. Additionally, the Company is the sole certificate holder of a trust entity that holds a commercial mezzanine loan. The trust is considered a VIE for financial reporting purposes and, thus, is reviewed for consolidation under the applicable consolidation guidance. As the Company has both the power to direct the activities of the trust 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 trust. The underlying loan is classified as loans held-for-investment on the condensed consolidated balance sheets. The loan is legally isolated from the Company and has been structured to be beyond the reach of creditors of the Company. Interest income on loans held-for-investment is recorded on the condensed consolidated statements of comprehensive income. Loans held-for-investment are reported at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable, unless the assets are deemed impaired. Impairment is indicated when it is deemed probable that the Company will not be able to collect all amounts due pursuant to the contractual terms of the loan. Because the Company’s loans held-for-investment are collateralized by real property or are collateral dependent, impairment is measured by comparing the estimated fair value of the underlying collateral to the amortized cost of the respective loan. The valuation of the underlying collateral requires significant judgment, which includes assumptions regarding 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, and other factors deemed necessary. If a loan is determined to be impaired, the Company records an allowance to reduce the carrying value of the loan through a charge to provision for loan losses. Actual losses, if any, could ultimately differ from these estimates. 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 60 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. |
Available-for-Sale Securities, at Fair Value | Available-for-Sale Securities, at Fair Value From time to time, the Company may selectively invest in commercial mortgage-backed securities, or CMBS, representing interests in pools of commercial mortgage loans issued by trusts. The Company has designated investments in certain CMBS as available-for-sale, or AFS, because the Company may dispose of them prior to maturity. All assets classified as AFS are reported at estimated fair value with unrealized gains and losses, excluding other than temporary impairments, included in accumulated other comprehensive loss. Interest income on available-for-sale securities is accrued based on the outstanding principal balance and their contractual terms. Premiums and discounts associated with CMBS are amortized into interest income over the life of such securities using the effective yield method. The Company evaluates its available-for-sale securities, on a quarterly basis, to assess whether a decline in the fair value of an AFS security below the Company’s amortized cost basis is an other-than-temporary impairment, or OTTI. The presence of OTTI is based upon a fair value decline below a security’s amortized cost basis and a corresponding adverse change in expected cash flows due to credit related factors as well as non-credit factors, such as changes in interest rates and market spreads. Impairment is considered other-than-temporary if an entity (i) intends to sell the security, (ii) will more likely than not be required to sell the security before it recovers in value, or (iii) does not expect to recover the security’s amortized cost basis, even if the entity does not intend to sell the security. Under these scenarios, the impairment is other-than-temporary and the full amount of impairment should be recognized currently in earnings and the cost basis of the investment security is adjusted. However, if an entity does not intend to sell the impaired debt security and it is more likely than not that it will not be required to sell before recovery, the OTTI is separated into (i) the estimated amount relating to credit loss, or credit component, and (ii) the amount relating to all other factors, or non-credit component. Only the estimated credit loss amount is recognized currently in earnings, with the remainder of the loss amount recognized in other comprehensive income (loss). The difference between the new amortized cost basis and the cash flows expected to be collected is accreted as interest income in accordance with the effective interest method. |
Held-to-Maturity Securities | Held-to-Maturity Securities From time to time, the Company may selectively invest in commercial mortgage-backed securities, or CMBS, representing interests in pools of commercial mortgage loans issued by trusts. The Company has designated investments in certain CMBS as held-to-maturity, or HTM, because the Company has both the ability and intent to hold them until maturity. All assets classified as HTM are reported at stated cost plus any premiums or discounts, which are amortized or accreted through the consolidated statement of comprehensive income using the effective interest method. The Company evaluates its HTM securities, on a quarterly basis, to assess whether a decline in the fair value of an HTM security below the Company’s amortized cost basis is an OTTI. The presence of OTTI is based upon a fair value decline below a security’s amortized cost basis and a corresponding adverse change in expected cash flows due to credit related factors. Impairment is considered other-than-temporary if an entity does not expect to recover the security’s amortized cost basis. Impairment is recognized currently in earnings and the cost basis of the HTM security is adjusted. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash held in bank accounts and cash held in money market funds on an overnight basis. |
Restricted Cash | Restricted Cash Restricted cash includes certain cash balances the Company is required to maintain in restricted accounts as collateral for the Company’s repurchase agreements and with counterparties to support activities related to securities. Cash held by counterparties as collateral, which resides in non-interest bearing accounts, is not available to the Company for general corporate purposes, but may be applied against amounts due to securities and repurchase agreement counterparties or returned to the Company when the collateral requirements are exceeded or at the maturity of the repurchase agreement. |
Accrued Interest Receivable | Accrued Interest Receivable Accrued interest receivable represents interest that is due and payable to the Company. Cash interest is generally received within thirty days of recording the receivable. |
Due From Counterparties | Due from Counterparties Due from counterparties includes cash held by counterparties as collateral against the Company’s repurchase agreements but represents excess capacity and deemed unrestricted and a receivable from the counterparty as of the balance sheet date. |
Repurchase Agreements | Repurchase Agreements The Company finances the acquisition of its loans held-for-investment, AFS securities and HTM securities through the use of repurchase agreements. Borrowings under repurchase agreements generally bear interest rates of a specified margin over one-month LIBOR and are generally uncommitted. The repurchase agreements are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. |
Note Payable to Affiliate | Note Payable to Affiliate Historically, the Company financed certain of its loans held-for-investment through a revolving note payable with TH Insurance Holdings Company LLC, or TH Insurance. TH Insurance is a separate indirect subsidiary of Two Harbors and a member of the Federal Home Loan Bank of Des Moines, or the FHLB. In exchange for the note with TH Insurance, the Company received an allocated portion of TH Insurance’s advances from the FHLB. The Company pledged to the FHLB a portion of its loans held-for-investment as collateral for TH Insurance’s advances. The note matured subsequent to the end of the third quarter of 2017, on October 27, 2017. The note payable was in effect as of September 30, 2017 and until October 27, 2017 (during which the Company was majority owned by Two Harbors) to assist with cash management and operational processes as the investments in the Company’s portfolio pledged to the FHLB were released and transitioned to the Company’s repurchase facilities. |
Accrued Interest Payable | Accrued Interest Payable Accrued interest payable represents interest that is due and payable to third parties. Interest is generally paid within 30 days to three months of recording the payable, based upon the Company’s remittance requirements. |
Income Taxes | Income Taxes The Company intends to elect to be taxed as a REIT under the Code and the corresponding provisions of state law. To qualify as a REIT, the Company must distribute at least 90% of its annual REIT taxable income to stockholders (not including taxable income retained in its taxable subsidiaries) within the time frame set forth in the tax Code and the Company must also meet certain other requirements. In addition, because certain activities, if performed by the Company, may cause the Company to earn income which is not qualifying for the REIT gross income tests, the Company has formed a TRS, as defined in the Code, to engage in such activities. The TRS’s activities are subject to income taxes as well as any REIT taxable income not distributed to stockholders. The Company assesses its tax positions for all open tax years (2015 and 2016) and determines whether the Company has any material unrecognized liabilities in accordance with ASC 740, Income Taxes . The Company records these liabilities to the extent the Company deems them more likely than not to be incurred. The Company classifies interest and penalties on material uncertain tax positions as interest expense and other expense, respectively, in its condensed consolidated statements of comprehensive income . There were no interest or penalties recorded during the periods presented in these financial statements. |
Related Party Management Fee and Operating Expenses | Related Party Management Fee and Operating Expenses The Company does not have any employees and is externally managed by PRCM under the terms of a management agreement entered into in connection with closing of the IPO and Formation Transaction on June 28, 2017. Under the management agreement, PRCM and its affiliates provide the Company with the personnel and resources necessary to operate the Company’s business. In exchange, the Company pays PRCM a base management fee that is equal to 1.5% of the Company’s equity on an annualized basis as well as an incentive fee, which will be payable, if earned, beginning in the fourth quarter of 2018, in accordance with the terms of the management agreement. See further discussion of the base management fee and incentive fee calculations in Note 12 - Commitments and Contingencies . Prior to the IPO and Formation Transaction, the Predecessor was allocated its proportionate share of management fees incurred by Two Harbors under the management agreement that Two Harbors has with PRCM Advisers LLC, or PRCM Advisers, a subsidiary of PRCM. Under its management agreement with PRCM Advisers, Two Harbors pays PRCM Advisers a base management fee equal to 1.5% of its equity on an annualized basis. Additionally, certain direct and allocated operating expenses paid by PRCM to third-party vendors and by Two Harbors to PRCM Advisers and other third-party vendors are included in the Company’s condensed consolidated statements of comprehensive income. |
Preferred Stock | Preferred Stock The Company accounts for its preferred stock in accordance with ASC 480, Distinguishing Liabilities from Equity . Holders of the Company’s preferred stock have certain preference rights with respect to the common stock. Based on the Company’s analysis, the preferred stock has been classified as redeemable interests outside of permanent equity in the mezzanine section of the Company’s condensed consolidated balance sheet as a result of certain redemption requirements or other terms. |
Earnings Per Share | Earnings Per Share Basic and diluted earnings per share are computed by dividing net income by the weighted average number of common shares and potential common shares outstanding during the period from the date the Company commenced operations as a publicly traded company and completed its IPO and Formation Transaction on June 28, 2017 through September 30, 2017 . Prior to its IPO and Formation Transaction, the Company did not have any publicly issued common stock. For both basic and diluted per share calculations, potential common shares represents issued and unvested shares of restricted stock, which have full rights to the common stock dividend declarations of the Company. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Current period net unrealized gains and losses on AFS securities are reported as components of accumulated other comprehensive loss on the condensed consolidated statements of member’s equity and in the condensed consolidated statements of comprehensive income. |
Equity Incentive Plan | Equity Incentive Plan The Company has adopted the 2017 Equity Incentive Plan, or the Plan, to provide incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including certain personnel of PRCM and its affiliates. The Plan is administered by the compensation committee of the Company’s board of directors. The Plan permits the granting of restricted shares of common stock, phantom shares, dividend equivalent rights and other equity-based awards. See Note 15 - Equity Incentive Plan for further details regarding the Plan. The cost of equity-based compensation awarded to employees provided by our manager is measured at fair value at each reporting date based on the price of the Company’s stock as of period end in accordance with ASC 505, Equity , or ASC 505, and amortized over the vesting term. |
Offsetting Assets and Liabilities | Offsetting Assets and Liabilities Certain of the Company’s repurchase agreements are governed by underlying agreements that provide for a right of setoff in the event of default of either party to the agreement. Under certain of these agreements, the Company and the counterparty may be required to post cash collateral based upon the net underlying market value of the Company’s open positions with the counterparty. Under U.S. GAAP, if the Company has a valid right of setoff, it may offset the related asset and liability and report the net amount. The Company presents repurchase agreements subject to master netting arrangements or similar agreements on a gross basis. Regardless of whether or not the Company pledges or receives any cash collateral in accordance with its repurchase agreements, the Company does not offset financial assets and liabilities with the associated cash collateral on its condensed consolidated balance sheets. The following table presents information about the Company’s repurchase agreements that are subject to master netting arrangements or similar agreements and can potentially be offset on the Company’s condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, 2016 Gross amounts of repurchase agreements $ 1,475,264 $ 451,167 Gross amounts offset in the condensed consolidated balance sheets — — Net amounts of repurchase agreements presented in the condensed consolidated balance sheets 1,475,264 451,167 Gross amounts not offset with repurchase agreements in the condensed consolidated balance sheets (1) : Financial instruments (1,475,264 ) (451,167 ) Cash collateral received (pledged) — — Net amount $ — $ — ____________________ (1) Amounts presented are limited in total to the net amount of liabilities presented in the condensed consolidated balance sheets by instrument. Excess cash collateral or financial assets that are pledged to counterparties may exceed the financial liabilities subject to a master netting arrangement or similar agreement. These excess amounts are excluded from the table above, although separately reported within restricted cash or due from counterparties in the Company’s condensed consolidated balance sheets. |
Recently Issued and/or Adopted Accounting Standards | Recently Issued and/or Adopted Accounting Standards Under the Jumpstart Our Business Startups Act, or the JOBS Act, the Company meets the definition of an “emerging growth company.” The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised U.S. accounting standards pursuant to Section 107(b) of the JOBS Act. As a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU No. 2014-09, which is a comprehensive revenue recognition standard that supersedes virtually all existing revenue guidance under U.S. GAAP. The standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. As a result of the issuance of ASU No. 2015-14 in August 2015 deferring the effective date of ASU No. 2014-09 by one year, the ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2017, with early adoption prohibited. The Company has evaluated the new guidance and determined that interest income and gains and losses on financial instruments are outside the scope of ASC 606, Revenues from Contracts with Customers . As a result, the Company has determined that the adoption of this ASU will 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 AFS and 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. Classification of Certain Cash Receipts and Cash Payments and Restricted Cash In August 2016, the FASB issued ASU No. 2016-15, which clarifies how entities should classify certain cash receipts and cash payments and how the predominance principle should be applied on the statement of cash flows. Additionally, in November 2016, the FASB issued ASU No. 2016-18, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents, but no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. Both ASUs are effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2017, with early adoption permitted. Early adoption of these ASUs did not impact the Company’s financial condition or results of operations but impacted the presentation of the statements of cash flows and related footnote disclosures. The Company included restricted cash of $2.3 million , $0.3 million , $0.3 million and $0.3 million as of September 30, 2017 , December 31, 2016 , September 30, 2016 and December 31, 2015 , respectively, with cash and cash equivalents, as shown on the condensed consolidated statements of cash flows. |
Basis of Presentation and Sig27
Basis of Presentation and Significant Accounting Policies Offsetting Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Offsetting [Abstract] | |
Offsetting Liabilities | The following table presents information about the Company’s repurchase agreements that are subject to master netting arrangements or similar agreements and can potentially be offset on the Company’s condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, 2016 Gross amounts of repurchase agreements $ 1,475,264 $ 451,167 Gross amounts offset in the condensed consolidated balance sheets — — Net amounts of repurchase agreements presented in the condensed consolidated balance sheets 1,475,264 451,167 Gross amounts not offset with repurchase agreements in the condensed consolidated balance sheets (1) : Financial instruments (1,475,264 ) (451,167 ) Cash collateral received (pledged) — — Net amount $ — $ — ____________________ (1) Amounts presented are limited in total to the net amount of liabilities presented in the condensed consolidated balance sheets by instrument. Excess cash collateral or financial assets that are pledged to counterparties may exceed the financial liabilities subject to a master netting arrangement or similar agreement. These excess amounts are excluded from the table above, although separately reported within restricted cash or due from counterparties in the Company’s condensed consolidated balance sheets. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | The following table presents a summary of the assets of the consolidated trust as reported on the Company’s condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Loans held-for-investment $ 45,889 $ 45,885 Accrued interest receivable 163 162 Total Assets $ 46,052 $ 46,047 |
Loans Held-for-Investment (Tabl
Loans Held-for-Investment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Loans Held-for-Investment [Abstract] | |
Schedule of Loans Held-for-Investment Reconciliation | The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of September 30, 2017 and December 31, 2016 : September 30, (dollars in thousands) First Mortgages Mezzanine Loans B-Notes Total Unpaid principal balance $ 2,041,767 $ 89,215 $ 14,892 $ 2,145,874 Unamortized (discount) premium (174 ) (11 ) — (185 ) Unamortized net deferred origination fees (17,695 ) (40 ) — (17,735 ) Carrying value $ 2,023,898 $ 89,164 $ 14,892 $ 2,127,954 Unfunded commitments $ 270,654 $ 1,580 $ — $ 272,234 Number of loans 50 5 1 56 Weighted average coupon 5.6 % 9.4 % 8.0 % 5.8 % Weighted average years to maturity (1) 2.5 2.3 9.3 2.5 December 31, (dollars in thousands) First Mortgages Mezzanine Loans B-Notes Total Unpaid principal balance $ 1,286,200 $ 89,993 $ — $ 1,376,193 Unamortized (discount) premium (185 ) (15 ) — (200 ) Unamortized net deferred origination fees (11,481 ) (221 ) — (11,702 ) Carrying value $ 1,274,534 $ 89,757 $ — $ 1,364,291 Unfunded commitments $ 170,890 $ 1,580 $ — $ 172,470 Number of loans 30 5 — 35 Weighted average coupon 5.1 % 8.9 % — % 5.3 % Weighted average years to maturity (1) 2.9 1.4 0.0 2.8 ____________________ (1) Based on contractual maturity date. Certain loans are subject to contractual extension options which may be subject to conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities in connection with loan modifications. The following table presents the Company’s accrued interest receivable by collateral type as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Loans held-for-investment 5,576 3,518 Available-for-sale securities 46 46 Held-to-maturity securities 164 181 Total $ 5,786 $ 3,745 |
Schedule of Loans Held-for-Investment by Property Type | (in thousands) September 30, December 31, Property Type Carrying Value % of Commercial Portfolio Carrying Value % of Commercial Portfolio Office $ 1,090,476 51.2 % $ 670,527 49.2 % Multifamily 385,222 18.1 % 260,684 19.1 % Retail 247,196 11.6 % 237,414 17.4 % Hotel 209,874 9.9 % 90,585 6.6 % Industrial 195,186 9.2 % 105,081 7.7 % Total $ 2,127,954 100.0 % $ 1,364,291 100.0 % |
Schedule of Loans Held-for-Investment by Geographic Location | (in thousands) September 30, December 31, Geographic Location Carrying Value % of Commercial Portfolio Carrying Value % of Commercial Portfolio Northeast $ 902,536 42.4 % $ 554,467 40.7 % West 413,094 19.4 % 248,355 18.2 % Southwest 363,906 17.1 % 267,944 19.6 % Southeast 350,407 16.5 % 239,195 17.5 % Midwest 98,011 4.6 % 54,330 4.0 % Total $ 2,127,954 100.0 % $ 1,364,291 100.0 % |
Rollforward of Loans Held-for-Investment | The following table summarizes activity related to loans held-for-investment for the three and nine months ended September 30, 2017 and 2016 . Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Balance at beginning of period $ 1,739,253 $ 876,625 $ 1,364,291 $ 597,693 Originations, acquisitions and additional fundings 393,425 190,101 771,473 470,548 Repayments (303 ) (243 ) (1,793 ) (1,122 ) Net discount accretion (premium amortization) 6 64 (11 ) 204 Increase in net deferred origination fees (5,858 ) (2,858 ) (11,568 ) (6,867 ) Amortization of net deferred origination fees 1,431 1,773 5,562 5,006 Allowance for loan losses — — — — Balance at end of period $ 2,127,954 $ 1,065,462 $ 2,127,954 $ 1,065,462 |
Schedule of Loans Held-for-Investment by Internal Risk Rating | 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 September 30, 2017 and December 31, 2016 : (dollars in thousands) September 30, December 31, Risk Rating Number of Loans Unpaid Principal Balance Carrying Value Number of Loans Unpaid Principal Balance Carrying Value 1 – 3 56 $ 2,145,874 $ 2,127,954 35 $ 1,376,193 $ 1,364,291 4 – 5 — — — — — — Total 56 $ 2,145,874 $ 2,127,954 35 $ 1,376,193 $ 1,364,291 |
Available-for-Sale Securities30
Available-for-Sale Securities, at Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Available-for-sale Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation | The following table presents the face value and carrying value (which approximates fair value) of AFS securities by collateral type as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Face value $ 12,798 $ 12,798 Gross unrealized gains 16 — Gross unrealized losses — (112 ) Carrying value $ 12,814 $ 12,686 |
Held-to-Maturity Securities (Ta
Held-to-Maturity Securities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Held-to-maturity Securities [Abstract] | |
Held-to-maturity Securities | The following table presents the face value and carrying value of HTM securities by collateral type as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Face value $ 43,390 $ 48,252 Unamortized premium (discount) — — Carrying value $ 43,390 $ 48,252 |
Cash, Cash Equivalents and Re32
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Cash, Cash Equivalents and Restricted Cash [Abstract] | |
Schedule of Cash and Cash Equivalents | 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, 2017 and December 31, 2016 that sum to the total of the same such amounts shown in the statements of cash flows: (in thousands) September 30, December 31, Cash and cash equivalents $ 142,391 $ 56,019 Restricted cash 2,331 260 Total cash, cash equivalents and restricted cash $ 144,722 $ 56,279 |
Accrued Interest Receivable (Ta
Accrued Interest Receivable (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Interest Receivable [Abstract] | |
Accrued Interest Receivable | The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of September 30, 2017 and December 31, 2016 : September 30, (dollars in thousands) First Mortgages Mezzanine Loans B-Notes Total Unpaid principal balance $ 2,041,767 $ 89,215 $ 14,892 $ 2,145,874 Unamortized (discount) premium (174 ) (11 ) — (185 ) Unamortized net deferred origination fees (17,695 ) (40 ) — (17,735 ) Carrying value $ 2,023,898 $ 89,164 $ 14,892 $ 2,127,954 Unfunded commitments $ 270,654 $ 1,580 $ — $ 272,234 Number of loans 50 5 1 56 Weighted average coupon 5.6 % 9.4 % 8.0 % 5.8 % Weighted average years to maturity (1) 2.5 2.3 9.3 2.5 December 31, (dollars in thousands) First Mortgages Mezzanine Loans B-Notes Total Unpaid principal balance $ 1,286,200 $ 89,993 $ — $ 1,376,193 Unamortized (discount) premium (185 ) (15 ) — (200 ) Unamortized net deferred origination fees (11,481 ) (221 ) — (11,702 ) Carrying value $ 1,274,534 $ 89,757 $ — $ 1,364,291 Unfunded commitments $ 170,890 $ 1,580 $ — $ 172,470 Number of loans 30 5 — 35 Weighted average coupon 5.1 % 8.9 % — % 5.3 % Weighted average years to maturity (1) 2.9 1.4 0.0 2.8 ____________________ (1) Based on contractual maturity date. Certain loans are subject to contractual extension options which may be subject to conditions as stipulated in the loan agreement. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment penalty. The Company may also extend contractual maturities in connection with loan modifications. The following table presents the Company’s accrued interest receivable by collateral type as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Loans held-for-investment 5,576 3,518 Available-for-sale securities 46 46 Held-to-maturity securities 164 181 Total $ 5,786 $ 3,745 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure | The following tables display the Company’s assets measured at fair value on a recurring basis. The Company does not hold any liabilities measured at fair value on its condensed consolidated balance sheets. Recurring Fair Value Measurements September 30, 2017 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,814 $ — $ 12,814 Total assets $ — $ 12,814 $ — $ 12,814 Recurring Fair Value Measurements December 31, 2016 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,686 $ — $ 12,686 Total assets $ — $ 12,686 $ — $ 12,686 |
Fair Value, by Balance Sheet Grouping | 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, 2017 and December 31, 2016 . September 30, 2017 December 31, 2016 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Assets Loans held-for-investment $ 2,127,954 $ 2,144,331 $ 1,364,291 $ 1,375,437 Available-for-sale securities $ 12,814 $ 12,814 $ 12,686 $ 12,686 Held-to-maturity securities $ 43,390 $ 43,138 $ 48,252 $ 47,779 Cash and cash equivalents $ 142,391 $ 142,391 $ 56,019 $ 56,019 Restricted cash $ 2,331 $ 2,331 $ 260 $ 260 Liabilities Repurchase agreements $ 1,475,264 $ 1,475,264 $ 451,167 $ 451,167 Note payable to affiliate $ 27,458 $ 27,458 $ 593,632 $ 593,632 |
Repurchase Agreements (Tables)
Repurchase Agreements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Repurchase Agreements [Abstract] | |
Schedule Of Repurchase Agreements By Term, Short Or Long | At September 30, 2017 and December 31, 2016 , the repurchase agreement balances were as follows: (in thousands) September 30, December 31, Short-term $ 34,409 $ 265,533 Long-term 1,440,855 185,634 Total $ 1,475,264 $ 451,167 |
Schedule of Repurchase Agreements by Maturity | At September 30, 2017 and December 31, 2016 , the repurchase agreements had the following characteristics and remaining maturities: September 30, 2017 December 31, 2016 Collateral Type Collateral Type (in thousands) Commercial Loans CMBS (1) Total Amount Outstanding Commercial Loans CMBS (1) Total Amount Outstanding Within 30 days $ — $ — $ — $ 21,933 $ — $ 21,933 30 to 59 days — 34,409 34,409 — 37,110 37,110 60 to 89 days — — — — — — 90 to 119 days — — — — — — 120 to 364 days — — — 206,490 — 206,490 One year and over 1,440,855 — 1,440,855 185,634 — 185,634 Total $ 1,440,855 $ 34,409 $ 1,475,264 $ 414,057 $ 37,110 $ 451,167 Weighted average borrowing rate 3.56 % 3.69 % 3.56 % 3.14 % 3.31 % 3.16 % ____________________ (1) Includes both AFS securities and HTM securities sold under agreements to repurchase. |
Schedule of Underlying Assets of Repurchase Agreements when Amount of Repurchase Agreements Exceeds 10 Percent of Assets | The following table summarizes assets at carrying values that are pledged or restricted as collateral for the future payment obligations of repurchase agreements: (in thousands) September 30, December 31, Loans held-for-investment $ 1,953,688 $ 600,634 Available-for-sale securities, at fair value 12,814 12,686 Held-to-maturity securities 43,389 48,252 Restricted cash 58 — Due from counterparties 20 249 Total $ 2,009,969 $ 661,821 |
Schedule of Repurchase Agreement Counterparties with Whom Repurchase Agreements Exceed 10 Percent of Stockholders' Equity | The following table summarizes certain characteristics of the Company’s repurchase agreements and counterparty concentration at September 30, 2017 and December 31, 2016 : September 30, 2017 December 31, 2016 (dollars in thousands) Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Wells Fargo Bank, N.A. $ 447,840 $ 134,090 16 % 1.74 $ — $ — — % 0.00 Morgan Stanley Bank 397,465 165,114 20 % 2.75 185,634 62,715 15 % 2.13 JPMorgan Chase Bank 364,433 150,642 18 % 1.59 204,679 104,380 24 % 0.78 All other counterparties (2) 265,526 87,782 11 % 2.05 60,854 45,624 11 % 0.54 Total $ 1,475,264 $ 537,628 $ 451,167 $ 212,719 ____________________ (1) Represents the net carrying value of the loans held-for-investment, AFS securities and HTM securities sold under agreements to repurchase, including accrued interest plus any cash on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest. (2) Represents amounts outstanding with two other counterparties at both September 30, 2017 and December 31, 2016 . |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income at September 30, 2017 and December 31, 2016 was as follows: (in thousands) September 30, December 31, Available-for-sale securities Unrealized gains $ 16 $ — Unrealized losses — (112 ) Accumulated other comprehensive income (loss) $ 16 $ (112 ) |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the activity related to restricted common stock for the nine months ended September 30, 2017 and 2016 : Nine Months Ended September 30, 2017 2016 Shares Weighted Average Grant Date Fair Market Value Shares Weighted Average Grant Date Fair Market Value Outstanding at Beginning of Period — $ — — $ — Granted 164,103 19.50 — — Vested (14,103 ) (19.47 ) — — Forfeited — — — — Outstanding at End of Period 150,000 $ 19.50 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table summarizes the tax (benefit) provision recorded for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended Nine Months Ended (in thousands) 2017 2016 2017 2016 Current tax (benefit) provision: Federal $ (2 ) $ (2 ) $ (5 ) $ (12 ) State — — 2 3 Total current tax benefit (2 ) (2 ) (3 ) (9 ) Deferred tax provision — — — — Total benefit from income taxes $ (2 ) $ (2 ) $ (3 ) $ (9 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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, 2017 and 2016 : Three Months Ended Nine Months Ended September 30, September 30, (in thousands, except share data) 2017 2016 2017 2016 Numerator: Net income attributable to common stockholders $ 11,493 $ — $ 11,662 $ — Denominator: Weighted average common shares outstanding 43,084,254 — 43,084,252 — Weighted average restricted stock shares 150,000 — 150,000 — Basic and diluted weighted average shares outstanding 43,234,254 — 43,234,252 — Basic and Diluted Earnings Per Share $ 0.27 $ — $ 0.27 $ — |
Organization and Operations (De
Organization and Operations (Details) | 3 Months Ended |
Sep. 30, 2017shares | |
Class of Stock [Line Items] | |
Ownership percentage by Two Harbors Investment Corp. | 76.50% |
Preferred stock dividend rate | 10.00% |
Common Stock [Member] | |
Class of Stock [Line Items] | |
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 33,071,000 |
Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 1,000 |
Organization and Operations Two
Organization and Operations Two Harbors Investment Corp. Special Dividend (Details) | Nov. 01, 2017shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Number of shares of the company's common stock distributed by Two Harbors Investment Corp. to its stockholders via special dividend (in shares) | 33,071,000 |
Basis of Presentation and Sig42
Basis of Presentation and Significant Accounting Policies Formation Transaction (Details) | 3 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Class of Stock [Line Items] | |
Preferred stock liquidation preference (in usd per share) | $ / shares | $ 1,000 |
Common Stock [Member] | |
Class of Stock [Line Items] | |
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 33,071,000 |
Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 1,000 |
Basis of Presentation and Sig43
Basis of Presentation and Significant Accounting Policies Loans Held-for-Investment (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
Threshold period past due for loans held-for-investment | 30 days |
Threshold period past due for placement of loans held-for-investment on nonaccrual status | 60 days |
Basis of Presentation and Sig44
Basis of Presentation and Significant Accounting Policies Income Taxes (Details) | Sep. 30, 2017 |
Basis of Presentation and Significant Accounting Policies [Abstract] | |
REIT taxable income distribution requirement | 90.00% |
Basis of Presentation and Sig45
Basis of Presentation and Significant Accounting Policies Related Party Management Fee and Operating Expenses (Details) | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transaction [Line Items] | |
Percent per annum of equity used to calculate management fees | 1.50% |
Pine River Capital Management L.P. [Member] | |
Related Party Transaction [Line Items] | |
Percent per annum of equity used to calculate management fees | 1.50% |
PRCM Advisers LLC [Member] | |
Related Party Transaction [Line Items] | |
Percent per annum of equity used to calculate management fees | 1.50% |
Basis of Presentation and Sig46
Basis of Presentation and Significant Accounting Policies Offsetting Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Offsetting [Abstract] | ||
Gross amount of recognized repurchase agreements | $ 1,475,264 | $ 451,167 |
Gross amount of financial assets offset against repurchase agreements in the balance sheet | 0 | 0 |
Repurchase agreements | 1,475,264 | 451,167 |
Gross amount of financial assets not offset against repurchase agreements in the balance sheet | (1,475,264) | (451,167) |
Gross amount of cash collateral pledged not offset against repurchase agreements in the balance sheet | 0 | 0 |
Net amount of repurchase agreements after effects of amounts offset and not offset in the balance sheet | $ 0 | $ 0 |
Basis of Presentation and Sig47
Basis of Presentation and Significant Accounting Policies Classification of Certain Cash Receipts and Cash Payments and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Basis of Presentation and Significant Accounting Policies [Abstract] | ||||
Restricted cash | $ 2,331 | $ 260 | $ 260 | $ 250 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | $ 46,052 | $ 46,047 |
Assets of nonconsolidated Variable Interest Entities | 56,204 | 60,938 |
Maximum exposure to loss of nonconsolidated Variable Interest Entities | 56,204 | 60,938 |
Loans Held-for-Investment [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | 45,889 | 45,885 |
Accrued Income Receivable [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | 163 | 162 |
Assets, Total [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | $ 46,052 | $ 46,047 |
Loans Held-for-Investment (Deta
Loans Held-for-Investment (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017USD ($)loan | Dec. 31, 2016USD ($)loan | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Unpaid principal balance | $ 2,145,874 | $ 1,376,193 | ||||
Unamortized (discount) premium | (185) | (200) | ||||
Unamortized net deferred origination fees | (17,735) | (11,702) | ||||
Loans held-for-investment | 2,127,954 | 1,364,291 | $ 1,739,253 | $ 1,065,462 | $ 876,625 | $ 597,693 |
Unfunded commitments | $ 272,234 | $ 172,470 | ||||
Number of loans | loan | 56 | 35 | ||||
Weighted average coupon | 5.80% | 5.30% | ||||
Weighted average years to maturity | 2 years 5 months 29 days | 2 years 9 months 18 days | ||||
First Mortgage [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Unpaid principal balance | $ 2,041,767 | $ 1,286,200 | ||||
Unamortized (discount) premium | (174) | (185) | ||||
Unamortized net deferred origination fees | (17,695) | (11,481) | ||||
Loans held-for-investment | 2,023,898 | 1,274,534 | ||||
Unfunded commitments | $ 270,654 | $ 170,890 | ||||
Number of loans | loan | 50 | 30 | ||||
Weighted average coupon | 5.60% | 5.10% | ||||
Weighted average years to maturity | 2 years 5 months 14 days | 2 years 10 months 24 days | ||||
Second Mortgage [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Unpaid principal balance | $ 89,215 | $ 89,993 | ||||
Unamortized (discount) premium | (11) | (15) | ||||
Unamortized net deferred origination fees | (40) | (221) | ||||
Loans held-for-investment | 89,164 | 89,757 | ||||
Unfunded commitments | $ 1,580 | $ 1,580 | ||||
Number of loans | loan | 5 | 5 | ||||
Weighted average coupon | 9.40% | 8.90% | ||||
Weighted average years to maturity | 2 years 3 months 19 days | 1 year 4 months 24 days | ||||
Junior Loans [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Unpaid principal balance | $ 14,892 | $ 0 | ||||
Unamortized (discount) premium | 0 | 0 | ||||
Unamortized net deferred origination fees | 0 | 0 | ||||
Loans held-for-investment | 14,892 | 0 | ||||
Unfunded commitments | $ 0 | $ 0 | ||||
Number of loans | loan | 1 | 0 | ||||
Weighted average coupon | 8.00% | 0.00% | ||||
Weighted average years to maturity | 9 years 3 months 18 days | 0 days |
Loans Held-for-Investment by Pr
Loans Held-for-Investment by Property Type (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 2,127,954 | $ 1,739,253 | $ 1,364,291 | $ 1,065,462 | $ 876,625 | $ 597,693 |
Percentage of total loans held-for-investment | 100.00% | 100.00% | ||||
Office Building [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 1,090,476 | $ 670,527 | ||||
Percentage of total loans held-for-investment | 51.20% | 49.20% | ||||
Multifamily [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 385,222 | $ 260,684 | ||||
Percentage of total loans held-for-investment | 18.10% | 19.10% | ||||
Retail Site [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 247,196 | $ 237,414 | ||||
Percentage of total loans held-for-investment | 11.60% | 17.40% | ||||
Hotel [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 209,874 | $ 90,585 | ||||
Percentage of total loans held-for-investment | 9.90% | 6.60% | ||||
Industrial Property [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 195,186 | $ 105,081 | ||||
Percentage of total loans held-for-investment | 9.20% | 7.70% |
Loans Held-for-Investment by Ge
Loans Held-for-Investment by Geographic Location (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 2,127,954 | $ 1,739,253 | $ 1,364,291 | $ 1,065,462 | $ 876,625 | $ 597,693 |
Percentage of total loans held-for-investment | 100.00% | 100.00% | ||||
United States, Northeastern Region [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 902,536 | $ 554,467 | ||||
Percentage of total loans held-for-investment | 42.40% | 40.70% | ||||
United States, Western Region [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 413,094 | $ 248,355 | ||||
Percentage of total loans held-for-investment | 19.40% | 18.20% | ||||
United States, Southwestern Region [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 363,906 | $ 267,944 | ||||
Percentage of total loans held-for-investment | 17.10% | 19.60% | ||||
United States, Southeastern Region [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 350,407 | $ 239,195 | ||||
Percentage of total loans held-for-investment | 16.50% | 17.50% | ||||
United States, Midwestern Region [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Loans held-for-investment | $ 98,011 | $ 54,330 | ||||
Percentage of total loans held-for-investment | 4.60% | 4.00% |
Rollforward of Loans Held-for-I
Rollforward of Loans Held-for-Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Loans Held-for-Investment [Abstract] | |||||
Loans held-for-investment pledged as collateral for borrowings | $ 1,987,314 | $ 1,987,314 | $ 1,309,625 | ||
Loans Held-for-Investment [Roll Forward] | |||||
Loans held-for-investment at beginning of period | 1,739,253 | $ 876,625 | 1,364,291 | $ 597,693 | |
Originations, acquisitions and additional fundings | 393,425 | 190,101 | 771,473 | 470,548 | |
Repayments | 303 | 243 | 1,793 | 1,122 | |
Net discount accretion (premium amortization) | 6 | 64 | (11) | 204 | |
Increase in net deferred origination fees | (5,858) | (2,858) | (11,568) | (6,867) | |
Amortization of net deferred origination fees | 1,431 | 1,773 | 5,562 | 5,006 | |
Allowance for loan losses | 0 | 0 | 0 | 0 | |
Loans held-for-investment at end of period | $ 2,127,954 | $ 1,065,462 | $ 2,127,954 | $ 1,065,462 |
Loans Held-for-Investment by In
Loans Held-for-Investment by Internal Risk Rating (Details) $ in Thousands | Sep. 30, 2017USD ($)loan | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($)loan | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Number of loans | loan | 56 | 35 | ||||
Unpaid principal balance | $ 2,145,874 | $ 1,376,193 | ||||
Loans held-for-investment | $ 2,127,954 | $ 1,739,253 | $ 1,364,291 | $ 1,065,462 | $ 876,625 | $ 597,693 |
Internal Investment Grade [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Number of loans | loan | 56 | 35 | ||||
Unpaid principal balance | $ 2,145,874 | $ 1,376,193 | ||||
Loans held-for-investment | $ 2,127,954 | $ 1,364,291 | ||||
Internal Noninvestment Grade [Member] | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Number of loans | loan | 0 | 0 | ||||
Unpaid principal balance | $ 0 | $ 0 | ||||
Loans held-for-investment | $ 0 | $ 0 |
Schedule of Available-for-sale
Schedule of Available-for-sale Securities Reconciliation (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Available-for-sale Securities [Abstract] | ||
Face value | $ 12,798 | $ 12,798 |
Gross unrealized gains | 16 | 0 |
Gross unrealized losses | 0 | (112) |
Available-for-sale securities, at fair value | $ 12,814 | 12,686 |
Weighted average life remaining of available-for-sale securities | 2 years 4 months 21 days | |
Available-for-sale securities pledged as collateral for borrowings | $ 12,814 | $ 12,686 |
Available-for-Sale Securities55
Available-for-Sale Securities, at Fair Value Schedule of Unrealized Loss on Investments (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Available-for-sale Securities [Abstract] | ||
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value | $ 0 | $ 12,686,000 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | $ 0 | $ (111,985) |
Held-to-Maturity Securities (De
Held-to-Maturity Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Held-to-maturity Securities [Abstract] | ||
Held-to-Maturity Securities, Face Value | $ 43,390 | $ 48,252 |
Held-to-Maturity Securities, Unamortized Premium (Discount) | 0 | 0 |
Held-to-maturity securities | $ 43,390 | 48,252 |
Held-to-Maturity Securities, Weighted Average Life Remaining | 11 months 12 days | |
Held-to-maturity securities pledged as collateral for borrowings | $ 43,390 | $ 48,252 |
Schedule of Total Cash, Cash Eq
Schedule of Total Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
Cash, Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 142,391 | $ 56,019 | ||
Restricted cash | 2,331 | 260 | $ 260 | $ 250 |
Cash, cash equivalents and restricted cash | $ 144,722 | $ 56,279 | $ 110,224 | $ 56,338 |
Accrued Interest Receivable (De
Accrued Interest Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | $ 5,786 | $ 3,745 |
Loans Held-for-Investment [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | 5,576 | 3,518 |
Available-for-sale Securities [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | 46 | 46 |
Held-to-maturity Securities [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | $ 164 | $ 181 |
Fair Value, Measurement Inputs,
Fair Value, Measurement Inputs, Disclosure (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | $ 12,814 | $ 12,686 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | 12,814 | 12,686 |
Total assets | 12,814 | 12,686 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | 0 | 0 |
Total assets | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | 12,814 | 12,686 |
Total assets | 12,814 | 12,686 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | 0 | 0 |
Total assets | $ 0 | $ 0 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Repurchase agreements | $ 1,475,264 | $ 451,167 |
Maturity Over One Year [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Repurchase agreements | $ 1,440,855 | $ 185,634 |
Fair Value by Balance Sheet Gro
Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value Disclosures [Abstract] | ||||||
Loans held-for-investment | $ 2,127,954 | $ 1,739,253 | $ 1,364,291 | $ 1,065,462 | $ 876,625 | $ 597,693 |
Loans held-for-investment, at fair value | 2,144,331 | 1,375,437 | ||||
Available-for-sale securities, at fair value | 12,814 | 12,686 | ||||
Held-to-maturity securities | 43,390 | 48,252 | ||||
Held-to-maturity securities, at fair value | 43,138 | 47,779 | ||||
Cash and cash equivalents | 142,391 | 56,019 | ||||
Restricted cash | 2,331 | 260 | $ 260 | $ 250 | ||
Repurchase agreements | 1,475,264 | 451,167 | ||||
Note payable to affiliate | $ 27,458 | $ 593,632 |
Repurchase Agreements (Details)
Repurchase Agreements (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure of Repurchase Agreements [Abstract] | ||
Repurchase agreements | $ 1,475,264 | $ 451,167 |
Weighted average borrowing rate | 3.56% | 3.16% |
Weighted average remaining maturity | 2 years 11 days | 1 year 3 months 18 days |
Schedule of Repurchase Agreemen
Schedule of Repurchase Agreements by Term, Short or Long (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 1,475,264 | $ 451,167 |
Maturity up to One Year [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 34,409 | 265,533 |
Maturity Over One Year [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 1,440,855 | $ 185,634 |
Schedule of Repurchase Agreem64
Schedule of Repurchase Agreements by Maturity (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 1,475,264 | $ 451,167 |
Weighted average borrowing rate | 3.56% | 3.16% |
Weighted average remaining maturity | 2 years 11 days | 1 year 3 months 18 days |
Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 1,440,855 | $ 414,057 |
Weighted average borrowing rate | 3.56% | 3.14% |
Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 34,409 | $ 37,110 |
Weighted average borrowing rate | 3.69% | 3.31% |
Maturity up to 30 days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 0 | $ 21,933 |
Maturity up to 30 days [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 21,933 |
Maturity up to 30 days [Member] | Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 30 to 59 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 34,409 | 37,110 |
Maturity 30 to 59 Days [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 30 to 59 Days [Member] | Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 34,409 | 37,110 |
Maturity 60 to 89 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 60 to 89 Days [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 60 to 89 Days [Member] | Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 90 to 119 Days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 90 to 119 Days [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 90 to 119 Days [Member] | Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity 120 to 364 days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 206,490 |
Maturity 120 to 364 days [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 206,490 |
Maturity 120 to 364 days [Member] | Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
Maturity Over One Year [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 1,440,855 | 185,634 |
Maturity Over One Year [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 1,440,855 | 185,634 |
Maturity Over One Year [Member] | Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 0 | $ 0 |
Schedule of Underlying Assets o
Schedule of Underlying Assets of Repurchase Agreements when Amount of Repurchase Agreements Exceeds 10 Percent of Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | $ 2,009,969 | $ 661,821 |
Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | 1,953,688 | 600,634 |
Available-for-sale Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | 12,814 | 12,686 |
Held-to-maturity Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | 43,389 | 48,252 |
Restricted Cash and Cash Equivalents [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | 58 | 0 |
Due From Correspondent Brokers [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | $ 20 | $ 249 |
Schedule of Repurchase Agreem66
Schedule of Repurchase Agreement Counterparties with Whom Repurchase Agreements Exceed 10 Percent of Stockholders' Equity (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 1,475,264 | $ 451,167 |
Net counterparty exposure | 537,628 | 212,719 |
Repurchase Agreement Counterparty, Wells Fargo Bank [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | 447,840 | 0 |
Net counterparty exposure | $ 134,090 | $ 0 |
Percent of equity | 16.00% | 0.00% |
Weighted average years to maturity | 1 year 8 months 28 days | 0 days |
Repurchase Agreement Counterparty, Morgan Stanley Bank [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 397,465 | $ 185,634 |
Net counterparty exposure | $ 165,114 | $ 62,715 |
Percent of equity | 20.00% | 15.00% |
Weighted average years to maturity | 2 years 8 months 29 days | 2 years 1 month 17 days |
Repurchase Agreement Counterparty, JPMorgan Chase Bank [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 364,433 | $ 204,679 |
Net counterparty exposure | $ 150,642 | $ 104,380 |
Percent of equity | 18.00% | 24.00% |
Weighted average years to maturity | 1 year 7 months 2 days | 9 months 11 days |
Repurchase Agreement Counterparty, All Other Counterparties [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 265,526 | $ 60,854 |
Net counterparty exposure | $ 87,782 | $ 45,624 |
Percent of equity | 11.00% | 11.00% |
Weighted average years to maturity | 2 years 20 days | 6 months 15 days |
Number of repurchase agreement counterparties with whom repurchase agreements are less than 10 percent of equity | 2 | 2 |
Note Payable to Affiliate (Deta
Note Payable to Affiliate (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Note payable to affiliate | $ 27,458 | $ 593,632 |
Interest rate on note payable to affiliate | 1.56% | 0.85% |
Loans held-for-investment pledged as collateral for borrowings | $ 1,987,314 | $ 1,309,625 |
Notes Payable, Related Parties [Member] | ||
Short-term Debt [Line Items] | ||
Loans held-for-investment pledged as collateral for borrowings | $ 33,626 | $ 708,989 |
Commitments and Contingencies M
Commitments and Contingencies Management Agreement (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)unit | |
Commitments and Contingencies Disclosure [Abstract] | |
Percent per annum of equity used to calculate management fees | 1.50% |
Incentive fee calculation, core earnings multiplication factor | 20.00% |
Incentive fee calculation, rolling period | 12 months |
Incentive fee calculation, equity multiplication factor | 8.00% |
Incentive fee calculation, period incentive fee paid | 9 months |
Incentive fee, rolling period for threshold | 3 years |
Incentive fee, threshold amount of core earnings | $ | $ 0 |
Management agreement, renewal term | 1 year |
Management agreement, termination fee factor | unit | 3 |
Management agreement, termination fee period | 24 months |
Commitments and Contingencies U
Commitments and Contingencies Unfunded Commitments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | ||
Unfunded commitments | $ 272,234 | $ 172,470 |
Preferred Stock (Details)
Preferred Stock (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / shares | |
Class of Stock [Line Items] | ||
Preferred stock dividend rate | 10.00% | |
Preferred stock liquidation preference (in usd per share) | $ 1,000 | $ 1,000 |
Period after which the company may redeem preferred stock | 5 years | |
Preferred stock, redemption price per share (in usd per share) | $ 1,000 | $ 1,000 |
Period after which the holder may redeem preferred stock | 6 years | |
Preferred dividends declared | $ | $ 25,556 | $ 25,000 |
Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | shares | 1,000 |
Stockholders' Equity Common Sto
Stockholders' Equity Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Class of Stock [Line Items] | |||||
Common stock issued during period (in shares) | 10,000,000 | ||||
Price per share of common stock issued during the period (in usd per share) | $ 19.50 | $ 19.50 | |||
Gross proceeds from issuance of common stock | $ 195,000 | ||||
Proceeds from issuance of common stock, net of offering costs | 181,875 | $ 181,875 | $ 0 | ||
Issuance costs incurred in common stock offering | $ 13,125 | ||||
Dividends declared per common share | $ 0.32 | $ 0 | $ 0.32 | $ 0 | |
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 33,071,000 | ||||
Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares of the company's common stock distributed by Two Harbors Investment Corp. to its stockholders via special dividend (in shares) | 33,071,000 |
Stockholders' Equity Schedule o
Stockholders' Equity Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Unrealized gains | $ 16 | $ 0 |
Unrealized losses | 0 | (112) |
Accumulated other comprehensive income (loss) | $ 16 | $ (112) |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of restricted common shares granted during period under equity incentive plan (in shares) | 164,103 | 0 |
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.50 | $ 0 |
Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of restricted common shares granted during period under equity incentive plan (in shares) | 14,103 | 0 |
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.47 | $ 0 |
Key Employees [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of restricted common shares granted during period under equity incentive plan (in shares) | 150,000 | 0 |
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.50 | $ 0 |
Common stock share price (in usd per share) | $ 18.73 | |
Award vesting period of restricted common shares granted during period under equity incentive plan | 3 years |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of nonvested restricted common shares outstanding at beginning of period (in shares) | 0 | 0 | ||
Weighted average grant date fair value of nonvested restricted common shares outstanding at beginning of period | $ 0 | $ 0 | ||
Number of restricted common shares granted during period under equity incentive plan (in shares) | 164,103 | 0 | ||
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.50 | $ 0 | ||
Number of restricted common shares vested during period (in shares) | (14,103) | 0 | ||
Weighted average grant date fair value of restricted common shares vested during period (in usd per share) | $ (19.47) | $ 0 | ||
Number of restricted common shares forfeited during period (in shares) | 0 | 0 | ||
Weighted average grant date fair value of restricted common shares forfeited during period (in usd per share) | $ 0 | $ 0 | ||
Number of nonvested restricted common shares outstanding at end of period (in shares) | 150,000 | 0 | 150,000 | 0 |
Weighted average grant date fair value of nonvested restricted common shares outstanding at end of period | $ 19.50 | $ 0 | $ 19.50 | $ 0 |
Equity based compensation | $ 686 | $ 0 | $ 686 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Percentage of REIT taxable income the company currently intends to distribute | 100.00% | 100.00% | ||
Current federal tax (benefit) provision | $ (2) | $ (2) | $ (5) | $ (12) |
Current state tax provision | 0 | 0 | 2 | 3 |
Total current tax benefit | (2) | (2) | (3) | (9) |
Deferred tax provision | 0 | 0 | 0 | 0 |
Benefit from income taxes | $ (2) | $ (2) | $ (3) | $ (9) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Number of days common shares have been outstanding | 95 days | |||
Net income attributable to common stockholders | $ 11,493 | $ 0 | $ 11,662 | $ 0 |
Weighted average number of shares of common shares outstanding | 43,084,254 | 0 | 43,084,252 | 0 |
Weighted average restricted stock shares | 150,000 | 0 | 150,000 | 0 |
Basic and diluted weighted average shares outstanding | 43,234,254 | 0 | 43,234,252 | 0 |
Basic and diluted earnings per weighted average common share | $ 0.27 | $ 0 | $ 0.27 | $ 0 |
Schedule of Related Party Trans
Schedule of Related Party Transactions, by Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Percent per annum of equity used to calculate management fees | 1.50% | ||||
Management fees | $ 3,130 | $ 1,689 | $ 6,717 | $ 5,098 | |
Direct and allocated costs incurred by manager | 185 | 1,720 | 4,358 | 5,203 | |
Other payables to affiliates | 86 | 86 | $ 21,460 | ||
Equity based compensation | 686 | 0 | 686 | 0 | |
Note payable to affiliate | $ 27,458 | $ 27,458 | $ 593,632 | ||
Interest rate on note payable to affiliate | 1.56% | 1.56% | 0.85% | ||
Pine River Capital Management L.P. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percent per annum of equity used to calculate management fees | 1.50% | ||||
Management fees | $ 3,130 | $ 3,234 | |||
PRCM Advisers LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percent per annum of equity used to calculate management fees | 1.50% | ||||
Management fees | $ 1,689 | $ 3,483 | $ 5,098 | ||
Direct and allocated costs incurred by manager | 1,076 | 1,076 | |||
Two Harbors Investment Corp. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Other payables to affiliates | $ 50 | $ 50 | $ 21,181 |