Document
Document - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 001-38124 | |
Entity Registrant Name | GRANITE POINT MORTGAGE TRUST INC. | |
Entity Central Index Key | 0001703644 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 61-1843143 | |
Entity Address, Address Line One | 3 Bryant Park, Suite 2400A | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 212 | |
Local Phone Number | 364-3200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 54,853,205 | |
NEW YORK STOCK EXCHANGE, INC. [Member] | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | GPMT | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | |
ASSETS | |||
Loans held-for-investment | $ 3,560,117 | $ 3,167,913 | |
Available-for-sale securities, at fair value | 12,830 | 12,606 | |
Held-to-maturity securities | 22,020 | 26,696 | |
Cash and cash equivalents | 92,838 | 91,700 | |
Restricted cash | 76,149 | 31,723 | |
Accrued interest receivable | 9,924 | 10,268 | |
Deferred debt issuance costs | 6,099 | 3,924 | |
Prepaid expenses | 1,170 | 1,055 | |
Other assets | 23,189 | 15,996 | |
Total Assets | [1] | 3,804,336 | 3,361,881 |
Liabilities | |||
Repurchase agreements | 1,254,027 | 1,500,543 | |
Securitized debt obligations | 1,133,294 | 654,263 | |
Asset-specific financings | 75,060 | 0 | |
Revolving credit facilities | 0 | 75,000 | |
Convertible senior notes | 268,857 | 268,138 | |
Accrued interest payable | 6,204 | 6,394 | |
Unearned interest income | 584 | 510 | |
Dividends payable | 23,064 | 18,346 | |
Other liabilities | 14,510 | 10,156 | |
Total Liabilities | [1] | 2,775,600 | 2,533,350 |
10% cumulative redeemable preferred stock, par value $0.01 per share; 50,000,000 shares authorized and 1,000 and 1,000 shares issued and outstanding, respectively | 1,000 | 1,000 | |
Stockholders' Equity | |||
Common stock, par value $0.01 per share; 450,000,000 shares authorized and 54,853,205 and 43,621,174 shares issued and outstanding, respectively | 549 | 436 | |
Additional paid-in capital | 1,046,025 | 836,288 | |
Accumulated other comprehensive income (loss) | 32 | (192) | |
Cumulative earnings | 127,008 | 91,875 | |
Cumulative distributions to stockholders | 145,878 | 100,876 | |
Total Stockholders’ Equity | 1,027,736 | 827,531 | |
Total Liabilities and Stockholders’ Equity | $ 3,804,336 | $ 3,361,881 | |
[1] | The condensed consolidated balance sheets include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of these VIEs, and liabilities of the consolidated VIEs for which creditors do not have recourse to Granite Point Mortgage Trust Inc. At June 30, 2019 and December 31, 2018 , assets of the VIEs totaled $1,482,292 and $829,147 , and liabilities of the VIEs totaled $1,134,493 and $654,952 , respectively. See Note 3 - Variable Interest Entities for additional information. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 50,000,000 |
10% cumulative redeemable preferred shares issued (in shares) | 1,000 | 1,000 |
10% cumulative redeemable preferred shares outstanding (in shares) | 1,000 | 1,000 |
Common stock par value per share (in usd per share) | $ 0.01 | $ 0.01 |
Common shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common shares issued (in shares) | 54,853,205 | 43,621,174 |
Common shares outstanding (in shares) | 54,853,205 | 43,621,174 |
Assets of consolidated Variable Interest Entities | $ 1,482,292 | $ 829,147 |
Liabilities of consolidated Variable Interest Entities | $ 1,134,493 | $ 654,952 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Interest income: | ||||
Loans held-for-investment | $ 58,133 | $ 42,359 | $ 114,798 | $ 81,152 |
Available-for-sale securities | 311 | 285 | 619 | 557 |
Held-to-maturity securities | 613 | 836 | 1,274 | 1,721 |
Cash and cash equivalents | 907 | 29 | 1,418 | 56 |
Total interest income | 59,964 | 43,509 | 118,109 | 83,486 |
Interest expense: | ||||
Repurchase agreements | 13,529 | 14,934 | 30,518 | 31,128 |
Securitized debt obligations | 13,554 | 3,875 | 23,413 | 3,875 |
Convertible senior notes | 4,491 | 2,206 | 8,956 | 4,385 |
Asset-specific financings | 598 | 0 | 598 | 0 |
Revolving credit facilities | 165 | 220 | 860 | 220 |
Total interest expense | 32,337 | 21,235 | 64,345 | 39,608 |
Net interest income | 27,627 | 22,274 | 53,764 | 43,878 |
Other income: | ||||
Fee income | 202 | 564 | 1,115 | 1,446 |
Total other income | 202 | 564 | 1,115 | 1,446 |
Expenses: | ||||
Management fees | 3,763 | 3,114 | 7,212 | 6,323 |
Incentive fees | 0 | 0 | 244 | 0 |
Servicing expenses | 885 | 494 | 1,658 | 952 |
Other operating expenses | 5,006 | 4,005 | 10,622 | 8,237 |
Total expenses | 9,654 | 7,613 | 19,736 | 15,512 |
Income before income taxes | 18,175 | 15,225 | 35,143 | 29,812 |
Benefit from income taxes | (2) | (2) | (3) | (1) |
Net income | 18,177 | 15,227 | 35,146 | 29,813 |
Dividends on preferred stock | 25 | 25 | 50 | 50 |
Net income attributable to common stockholders | $ 18,152 | $ 15,202 | $ 35,096 | $ 29,763 |
Basic earnings per weighted average common share (in usd per share) | $ 0.34 | $ 0.35 | $ 0.68 | $ 0.69 |
Diluted earnings per weighted average common share (in usd per share) | 0.33 | 0.34 | 0.68 | 0.67 |
Dividends declared per common share (in usd per share) | $ 0.42 | $ 0.40 | $ 0.84 | $ 0.78 |
Weighted average basic common shares outstanding (in shares) | 53,953,634 | 43,446,963 | 51,292,318 | 43,410,796 |
Weighted average diluted common shares outstanding (in shares) | 67,624,395 | 50,634,463 | 51,292,318 | 50,598,296 |
Comprehensive income: | ||||
Net income attributable to common stockholders | $ 18,152 | $ 15,202 | $ 35,096 | $ 29,763 |
Other comprehensive income, net of tax: | ||||
Unrealized gain on available-for-sale securities | 32 | (16) | 224 | 0 |
Other comprehensive income | 32 | (16) | 224 | 0 |
Comprehensive income attributable to common stockholders | $ 18,184 | $ 15,186 | $ 35,320 | $ 29,763 |
CONSOLIDATED STATEMENTS OF STOC
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, 2017 | 43,235,103 | 43,235,103 | ||||
Stockholders’ equity at beginning of period at Dec. 31, 2017 | $ 828,621 | $ 432 | $ 829,704 | $ 0 | $ 28,800 | $ (30,315) |
Net income | 14,586 | 14,586 | ||||
Other comprehensive income before reclassifications | 16 | 16 | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Net other comprehensive income | 16 | 16 | ||||
Common dividends declared | (16,506) | (16,506) | ||||
Preferred dividends declared | (25) | (25) | ||||
Non-cash equity award compensation (in shares) | 201,956 | |||||
Non-cash equity award compensation | 664 | $ 2 | 662 | |||
Common shares outstanding at end of period (in shares) at Mar. 31, 2018 | 43,437,059 | |||||
Stockholders’ equity at end of period at Mar. 31, 2018 | $ 827,356 | $ 434 | 830,366 | 16 | 43,386 | (46,846) |
Common shares outstanding at beginning of period (in shares) at Dec. 31, 2017 | 43,235,103 | 43,235,103 | ||||
Stockholders’ equity at beginning of period at Dec. 31, 2017 | $ 828,621 | $ 432 | 829,704 | 0 | 28,800 | (30,315) |
Net income | 29,813 | |||||
Net other comprehensive income | $ 0 | |||||
Non-cash equity award compensation (in shares) | 221,131 | |||||
Common shares outstanding at end of period (in shares) at Jun. 30, 2018 | 43,456,234 | 43,456,234 | ||||
Stockholders’ equity at end of period at Jun. 30, 2018 | $ 826,362 | $ 435 | 831,568 | 0 | 58,613 | (64,254) |
Common shares outstanding at beginning of period (in shares) at Mar. 31, 2018 | 43,437,059 | |||||
Stockholders’ equity at beginning of period at Mar. 31, 2018 | 827,356 | $ 434 | 830,366 | 16 | 43,386 | (46,846) |
Net income | 15,227 | 15,227 | ||||
Other comprehensive income before reclassifications | (16) | (16) | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Net other comprehensive income | (16) | (16) | ||||
Common dividends declared | (17,383) | (17,383) | ||||
Preferred dividends declared | (25) | (25) | ||||
Non-cash equity award compensation (in shares) | 19,175 | |||||
Non-cash equity award compensation | $ 1,203 | $ 1 | 1,202 | |||
Common shares outstanding at end of period (in shares) at Jun. 30, 2018 | 43,456,234 | 43,456,234 | ||||
Stockholders’ equity at end of period at Jun. 30, 2018 | $ 826,362 | $ 435 | 831,568 | 0 | 58,613 | (64,254) |
Cumulative effect of adoption of new accounting principle | 0 | 13 | (13) | |||
Stockholders' equity at beginning of period, adjusted balance | $ 827,531 | $ 436 | 836,301 | (192) | 91,862 | (100,876) |
Common shares outstanding at beginning of period (in shares) at Dec. 31, 2018 | 43,621,174 | 43,621,174 | ||||
Stockholders’ equity at beginning of period at Dec. 31, 2018 | $ 827,531 | $ 436 | 836,288 | (192) | 91,875 | (100,876) |
Net income | 16,969 | 16,969 | ||||
Other comprehensive income before reclassifications | 192 | 192 | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Net other comprehensive income | 192 | 192 | ||||
Issuance of common stock, net of offering costs (in shares) | 8,291,829 | |||||
Issuance of common stock, net of offering costs | 157,228 | $ 83 | 157,145 | |||
Common dividends declared | (21,913) | (21,913) | ||||
Preferred dividends declared | (25) | (25) | ||||
Non-cash equity award compensation (in shares) | 258,918 | |||||
Non-cash equity award compensation | 1,149 | $ 3 | 1,146 | |||
Common shares outstanding at end of period (in shares) at Mar. 31, 2019 | 52,171,921 | |||||
Stockholders’ equity at end of period at Mar. 31, 2019 | $ 981,131 | $ 522 | 994,592 | 0 | 108,831 | (122,814) |
Common shares outstanding at beginning of period (in shares) at Dec. 31, 2018 | 43,621,174 | 43,621,174 | ||||
Stockholders’ equity at beginning of period at Dec. 31, 2018 | $ 827,531 | $ 436 | 836,288 | (192) | 91,875 | (100,876) |
Net income | 35,146 | |||||
Net other comprehensive income | $ 224 | |||||
Issuance of common stock, net of offering costs (in shares) | 10,954,924 | |||||
Non-cash equity award compensation (in shares) | 277,107 | |||||
Common shares outstanding at end of period (in shares) at Jun. 30, 2019 | 54,853,205 | 54,853,205 | ||||
Stockholders’ equity at end of period at Jun. 30, 2019 | $ 1,027,736 | $ 549 | 1,046,025 | 32 | 127,008 | (145,878) |
Common shares outstanding at beginning of period (in shares) at Mar. 31, 2019 | 52,171,921 | |||||
Stockholders’ equity at beginning of period at Mar. 31, 2019 | 981,131 | $ 522 | 994,592 | 0 | 108,831 | (122,814) |
Net income | 18,177 | 18,177 | ||||
Other comprehensive income before reclassifications | 32 | 32 | ||||
Amounts reclassified from accumulated other comprehensive income | 0 | 0 | ||||
Net other comprehensive income | 32 | 32 | ||||
Issuance of common stock, net of offering costs (in shares) | 2,663,095 | |||||
Issuance of common stock, net of offering costs | 50,177 | $ 27 | 50,150 | |||
Common dividends declared | (23,039) | (23,039) | ||||
Preferred dividends declared | (25) | (25) | ||||
Non-cash equity award compensation (in shares) | 18,189 | |||||
Non-cash equity award compensation | $ 1,283 | $ 0 | 1,283 | |||
Common shares outstanding at end of period (in shares) at Jun. 30, 2019 | 54,853,205 | 54,853,205 | ||||
Stockholders’ equity at end of period at Jun. 30, 2019 | $ 1,027,736 | $ 549 | $ 1,046,025 | $ 32 | $ 127,008 | $ (145,878) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows From Operating Activities: | ||
Net income | $ 35,146 | $ 29,813 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Accretion of discounts and net deferred fees on loans held-for-investment | (7,943) | (5,893) |
Amortization of deferred debt issuance costs on convertible senior notes and securitized debt obligations | 3,882 | 1,102 |
Equity based compensation | 2,432 | 1,867 |
Depreciation of fixed assets | 107 | 3 |
Net change in assets and liabilities: | ||
Decrease (increase) in accrued interest receivable | 344 | (450) |
(Increase) decrease in prepaid expenses | (115) | 143 |
Increase in other assets | (7,300) | (1,511) |
(Decrease) increase in accrued interest payable | (190) | 161 |
Increase (decrease) in unearned interest income | 74 | 413 |
Increase in other liabilities | 4,354 | 1,374 |
Net cash provided by operating activities | 30,791 | 27,022 |
Cash Flows From Investing Activities: | ||
Originations, acquisitions and additional fundings of loans held-for-investment, net of deferred fees | (687,998) | (594,126) |
Proceeds from repayment of loans held-for-investment | 303,737 | 420,679 |
Principal payments on held-to-maturity securities | 4,676 | 8,510 |
Net cash used in investing activities | (379,585) | (164,937) |
Cash Flows From Financing Activities: | ||
Proceeds from repurchase agreements | 500,127 | 561,357 |
Principal payments on repurchase agreements | (746,643) | (1,063,956) |
Proceeds from issuance of securitized debt obligations | 646,868 | 651,374 |
Principal payments on securitized debt obligations | (171,000) | 0 |
Proceeds from convertible senior notes | 0 | 18,247 |
Proceeds from asset-specific financings | 75,060 | 0 |
Proceeds from revolving credit facilities | 48,697 | 49,394 |
Repayment of revolving credit facilities | (123,697) | (49,394) |
Decrease (increase) in deferred debt issuance costs | (2,175) | 1,922 |
Proceeds from issuance of common stock, net of offering costs | 207,405 | 0 |
Dividends paid on preferred stock | (50) | (50) |
Dividends paid on common stock | (40,234) | (32,935) |
Net cash provided by financing activities | 394,358 | 135,959 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 45,564 | (1,956) |
Cash, cash equivalents and restricted cash at beginning of period | 123,423 | 110,718 |
Cash, cash equivalents and restricted cash at end of period | 168,987 | 108,762 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 64,534 | 39,447 |
Cash paid (received) for taxes, net | 0 | (5) |
Noncash Activities: | ||
Dividends declared but not paid at end of period | $ 23,064 | $ 17,408 |
Organization and Operations
Organization and Operations | 6 Months Ended |
Jun. 30, 2019 | |
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 by Pine River Capital Management L.P., or the Manager. The Company’s common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “GPMT”. The Company was incorporated on April 7, 2017 and commenced operations as a publicly traded company on June 28, 2017, upon completion of an initial public offering, or the IPO. Concurrently with the closing of the IPO, the Company completed a formation transaction, or the Formation Transaction, pursuant to which the Company acquired the equity interests in TH Commercial Holdings LLC, or the Predecessor, from Two Harbors Investment Corp., or Two Harbors, a publicly traded hybrid mortgage real estate investment trust (NYSE: TWO). In exchange, the Company issued 33,071,000 shares of its common stock, representing approximately 76.5% of its outstanding common stock after the IPO, and 1,000 shares of its 10% cumulative redeemable preferred stock to Two Harbors. Upon the completion of the Formation Transaction, the Predecessor became the Company’s wholly owned indirect subsidiary. On November 1, 2017, Two Harbors distributed to its common stockholders the 33,071,000 shares of the Company’s common stock it had acquired in connection with the Formation Transaction, allowing the Company’s market capitalization to be fully floating. The Company has elected to be treated as a real estate investment trust, or REIT, as defined under the Internal Revenue Code of 1986, as amended, or the Code, for U.S. federal income tax purposes. As long as the Company continues to comply with a number of requirements under federal tax law and maintains its qualification as a REIT, the Company generally will not be subject to U.S. federal income taxes to the extent that the Company distributes its taxable income to its stockholders on an annual basis and does not engage in prohibited transactions. However, certain activities that the Company may perform may cause it to earn income which will not be qualifying income for REIT purposes. The Company has designated one of its subsidiaries as a taxable REIT subsidiary, or TRS, as defined in the Code, to engage in such activities. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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 Annual Report on Form 10-K for the year ended December 31, 2018 . In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at June 30, 2019 and results of operations for all periods presented have been made. The results of operations for the three and six months ended June 30, 2019 should not be construed as indicative of the results to be expected for future periods or the full year. The condensed consolidated financial statements of the Company include the accounts of all subsidiaries; inter-company accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. All entities in which the Company holds investments that are considered VIEs for financial reporting purposes were reviewed for consolidation under the applicable consolidation guidance. Whenever the Company has both the power to direct the activities of an entity that most significantly impact the entity’s performance, and the obligation to absorb losses or the right to receive benefits of the entity that could be significant, the Company consolidates the entity. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amount and timing of allowances for loan losses and impairments and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates ( e.g. , valuation changes to the underlying collateral of loans due to changes in capitalization rates, leasing, credit worthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, overall economic conditions, the broader commercial real estate market, local geographic sub-markets or other factors) will occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from its estimates and the differences may be material. Significant Accounting Policies Included in Note 2 to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 is a summary of the Company’s significant accounting policies. Provided below is a summary of additional accounting policies that are significant to the Company’s consolidated financial condition and results of operations for the three and six months ended June 30, 2019 . Asset-Specific Financings The Company finances certain of its loans held-for-investment through the use of an asset-specific financing facility. Borrowings under the asset-specific financing facility generally bear interest rates of a specified margin over one-month LIBOR. The asset-specific financings are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Recently Issued and/or Adopted Accounting Standards Lease Classification and Accounting In February 2016, the FASB issued ASU No. 2016-02, which requires lessees to recognize on their balance sheets both a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018, with early adoption permitted. The Company’s adoption of this ASU did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures. Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, which changes the impairment model for most financial assets and certain other instruments. Allowances for credit losses on available-for-sale, or AFS, and held-to-maturity, or HTM, debt securities will be recognized, rather than direct reductions in the amortized cost of the investments. The new model also requires the estimation of lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables, HTM debt securities, loans, and other instruments held at amortized cost. The ASU requires certain recurring disclosures and is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2019, with early adoption permitted for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018. The Company is evaluating the adoption of this ASU to determine the impact it may have on its condensed consolidated financial statements, which at the date of adoption, is expected to increase the allowance for credit losses with a resulting negative adjustment to retained earnings. Accounting for Share-Based Payments to Nonemployees In June 2018, the FASB issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Under the guidance, equity-classified nonemployee awards will be measured on and fixed at the grant date, rather than measured at fair value at each reporting date until the date at which the nonemployee’s performance is complete. The ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018, with early adoption permitted. The Company’s adoption of this ASU was applied by recording a cumulative-effect adjustment to retained earnings as of January 1, 2019, which did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures. SEC Disclosure Update and Simplification In August 2018, the SEC adopted a final rule that amends certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other SEC disclosure requirements, U.S. GAAP, or changes in the information environment. However, the guidance also added requirements for entities to include in their interim financial statements a reconciliation of changes in stockholders’ equity for each period for which an income statement is required (both year-to-date and quarterly periods). The final rule is effective for all filings made on or after November 5, 2018. However, the SEC staff said it would not object to a registrant waiting to comply with the new interim disclosure requirement until the filing of its Form 10-Q for the quarter that begins after the effective date. As a result, the Company adopted the new interim disclosure requirement in connection with the Form 10-Q filing for the first quarter of 2019. The Company’s adoption of this final rule did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2019 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | Variable Interest Entities The Company finances pools of its commercial real estate loans through collateralized loan obligations, or CLOs, which are considered VIEs for financial reporting purposes and, thus, are reviewed for consolidation under the applicable consolidation guidance. Because the Company has both the power to direct the activities of the CLOs that most significantly impact the entities’ performance, and the obligation to absorb losses or the right to receive benefits of the entities that could be significant, the Company consolidates the CLOs. The following table presents a summary of the assets and liabilities of all variable interest entities consolidated on the Company’s condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Loans held-for-investment $ 1,402,209 $ 795,259 Restricted cash 69,478 26,136 Accrued interest receivable 4,039 2,622 Other assets 6,566 5,130 Total Assets $ 1,482,292 $ 829,147 Securitized debt obligations $ 1,133,294 $ 654,263 Accrued interest payable 1,122 689 Other liabilities 77 — Total Liabilities $ 1,134,493 $ 654,952 The Company is not required to consolidate VIEs for which it has concluded it does not have both the power to direct the activities of the VIEs that most significantly impact the entities’ performance, and the obligation to absorb losses or the right to receive benefits of the entities that could be significant. The Company’s investments in these unconsolidated VIEs include CMBS, which are classified within available-for-sale securities, at fair value, and held-to-maturity securities on the condensed consolidated balance sheets. As of June 30, 2019 and December 31, 2018 , the carrying value, which also represents the maximum exposure to loss, of all CMBS in unconsolidated VIEs was $34.8 million and $39.3 million , respectively. |
Loans Held-for-Investment
Loans Held-for-Investment | 6 Months Ended |
Jun. 30, 2019 | |
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. Interest income on loans held-for-investment is recognized at the loan coupon rate. Any premiums or discounts, loan fees, contractual exit fees and origination costs are amortized or accreted into interest income over the lives of the loans using the effective interest method. Loans are considered past due when they are 30 days past their contractual due date. Interest income recognition is suspended when loans are placed on nonaccrual status. Generally, commercial mortgage loans are placed on nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest accrued, but not collected, at the date loans are placed on nonaccrual is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. However, where there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Commercial mortgage loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. The Company also finances pools of its commercial real estate loans through CLOs, which are considered to be VIEs for financial reporting purposes and, thus, are reviewed for consolidation under the applicable consolidation guidance. Because the Company has both the power to direct the activities of the CLOs that most significantly impact the entities’ performance, and the obligation to absorb losses or the right to receive benefits of the entities that could be significant, the Company consolidates the CLOs and classifies the underlying loans as loans held-for-investment. Loans held-for-investment are reported at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable. The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of June 30, 2019 and December 31, 2018 : June 30, (dollars in thousands) Senior Loans (1) Mezzanine Loans B-Notes Total Unpaid principal balance $ 3,556,949 $ 14,095 $ 14,551 $ 3,585,595 Unamortized (discount) premium (131 ) — — (131 ) Unamortized net deferred origination fees (25,347 ) — — (25,347 ) Carrying value $ 3,531,471 $ 14,095 $ 14,551 $ 3,560,117 Unfunded commitments $ 588,697 $ — $ — $ 588,697 Number of loans 103 2 1 106 Weighted average coupon 6.2 % 12.0 % 8.0 % 6.2 % Weighted average years to maturity (2) 1.8 2.7 7.6 1.8 December 31, (dollars in thousands) Senior Loans (1) Mezzanine Loans B-Notes Total Unpaid principal balance $ 3,147,310 $ 31,679 $ 14,652 $ 3,193,641 Unamortized (discount) premium (151 ) — — (151 ) Unamortized net deferred origination fees (25,577 ) — — (25,577 ) Carrying value $ 3,121,582 $ 31,679 $ 14,652 $ 3,167,913 Unfunded commitments $ 626,155 $ — $ — $ 626,155 Number of loans 88 3 1 92 Weighted average coupon 6.4 % 11.4 % 8.0 % 6.5 % Weighted average years to maturity (2) 2.0 1.9 8.1 2.0 ____________________ (1) Loans primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans. (2) Based on contractual maturity date. Certain loans are subject to contractual extension options with such conditions stipulated in the applicable loan documents. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment fee. The Company may also extend contractual maturities in connection with loan modifications. (dollars in thousands) June 30, December 31, Property Type Carrying Value % of Loan Portfolio Carrying Value % of Loan Portfolio Office $ 1,519,351 42.7 % $ 1,495,128 47.2 % Multifamily 806,553 22.7 % 569,259 18.0 % Hotel 566,259 15.9 % 427,611 13.5 % Retail 369,869 10.4 % 324,447 10.2 % Industrial 264,356 7.4 % 351,468 11.1 % Other 33,729 0.9 % — — % Total $ 3,560,117 100.0 % $ 3,167,913 100.0 % (dollars in thousands) June 30, December 31, Geographic Location Carrying Value % of Loan Portfolio Carrying Value % of Loan Portfolio Northeast $ 1,141,476 32.1 % $ 1,171,691 37.0 % Southwest 881,363 24.8 % 681,108 21.5 % West 703,512 19.8 % 694,223 21.9 % Southeast 437,898 12.2 % 369,961 11.7 % Midwest 395,868 11.1 % 250,930 7.9 % Total $ 3,560,117 100.0 % $ 3,167,913 100.0 % At June 30, 2019 and December 31, 2018 , the Company pledged loans held-for-investment with a carrying value of $3.2 billion and $2.9 billion , respectively, as collateral for repurchase agreements, asset-specific financings, revolving credit facilities and securitized debt obligations. See Note 10 - Repurchase Agreements, Note 11 - Asset-specific Financings , Note 12 - Revolving Credit Facilities and Note 13 - Securitized Debt Obligations. The following table summarizes activity related to loans held-for-investment for the three and six months ended June 30, 2019 and 2018 . Three Months Ended Six Months Ended (in thousands) 2019 2018 2019 2018 Balance at beginning of period $ 3,292,989 $ 2,364,647 $ 3,167,913 $ 2,304,266 Originations, acquisitions and additional fundings 415,997 445,944 695,691 602,130 Repayments (148,417 ) (324,252 ) (303,737 ) (420,679 ) Net discount accretion (premium amortization) 7 4 20 18 Increase in net deferred origination fees (4,573 ) (5,919 ) (7,693 ) (8,004 ) Amortization of net deferred origination fees 4,114 3,182 7,923 5,875 Allowance for loan losses — — — — Balance at end of period $ 3,560,117 $ 2,483,606 $ 3,560,117 $ 2,483,606 The Company evaluates each loan for impairment at least quarterly by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors. Risk factors include property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, loan structure and exit plan, loan-to-value ratio, project sponsorship, and other factors deemed necessary. Risk ratings are defined as follows: 1 – Lower Risk 2 – Average Risk 3 – Acceptable Risk 4 – Higher Risk: A loan that has exhibited material deterioration in cash flows and/or other credit factors, which, if negative trends continue, could be indicative of future loss. 5 – Impaired/Loss Likely: A loan that has a significantly increased probability of default or principal loss. The following table presents the number of loans, unpaid principal balance and carrying value (amortized cost) by risk rating for loans held-for-investment as of June 30, 2019 and December 31, 2018 : (dollars in thousands) June 30, December 31, Risk Rating Number of Loans Unpaid Principal Balance Carrying Value Number of Loans Unpaid Principal Balance Carrying Value 1 9 $ 377,008 $ 375,737 9 $ 354,791 $ 353,583 2 89 3,013,703 2,990,794 78 2,680,297 2,656,679 3 6 157,465 156,348 3 121,133 120,496 4 2 37,419 37,238 2 37,420 37,155 5 — — — — — — Total 106 $ 3,585,595 $ 3,560,117 92 $ 3,193,641 $ 3,167,913 |
Available-for-Sale Securities,
Available-for-Sale Securities, at Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
Debt Securities, Available-for-sale [Abstract] | |
Available-for-Sale Securities, at Fair Value | Available-for-Sale Securities The following table presents the face value and carrying value (which approximates fair value) of AFS securities as of June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Face value $ 12,798 $ 12,798 Gross unrealized gains 32 — Gross unrealized losses — (192 ) Carrying value $ 12,830 $ 12,606 On June 30, 2019 , the Company’s AFS securities had contractual maturities of less than one year . At June 30, 2019 and December 31, 2018 , the Company pledged AFS securities with a carrying value of $12.8 million and $12.6 million , respectively, as collateral for repurchase agreements. See Note 10 - Repurchase Agreements . At June 30, 2019 , the Company’s AFS securities were in a unrealized gain position. At December 31, 2018 , the Company’s AFS securities were in an unrealized loss position for less than twelve months. Evaluating AFS Securities for Other-Than-Temporary Impairments In evaluating AFS securities for other-than-temporary impairments, or OTTI, the Company determines whether there has been a significant adverse quarterly change in the cash flow expectations for a security. The Company compares the amortized cost of each security in an unrealized loss position against the present value of expected future cash flows of the security. The Company also considers whether there has been a significant adverse change in the regulatory and/or economic environment as part of this analysis. If the amortized cost of the security is greater than the present value of expected future cash flows using the original yield as the discount rate, an other-than-temporary credit impairment has occurred. If the Company does not intend to sell and will not be more likely than not required to sell the security, the credit loss is recognized in earnings and the balance of the unrealized loss is recognized in other comprehensive income (loss) . If the Company intends to sell the security or will be more likely than not required to sell the security, the full unrealized loss is recognized in earnings. The Company did not record any other-than-temporary credit impairments during the three and six months ended June 30, 2019 and 2018 as expected cash flows were greater than amortized cost for all AFS securities held. |
Held-to-Maturity Securities
Held-to-Maturity Securities | 6 Months Ended |
Jun. 30, 2019 | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [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 June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Face value $ 22,020 $ 26,696 Unamortized premium (discount) — — Carrying value $ 22,020 $ 26,696 On June 30, 2019 , the Company’s HTM securities had contractual maturities of less than one year . At June 30, 2019 and December 31, 2018 , the Company pledged HTM securities with a carrying value of $22.0 million and $26.7 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 six months ended June 30, 2019 and 2018 , 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 | 6 Months Ended |
Jun. 30, 2019 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [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 June 30, 2019 and December 31, 2018 , the Company had $6.7 million and $5.6 million , respectively, as collateral for repurchase agreements and by counterparties to support activities related to securities. In addition, as of June 30, 2019 and December 31, 2018 , the Company held $69.5 million and $26.1 million , respectively, in restricted cash representing proceeds from principal paydowns of loans held in the CLOs. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Company’s condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 that sum to the total of the same such amounts shown in the statements of cash flows: (in thousands) June 30, December 31, Cash and cash equivalents $ 92,838 $ 91,700 Restricted cash 76,149 31,723 Total cash, cash equivalents and restricted cash $ 168,987 $ 123,423 |
Accrued Interest Receivable
Accrued Interest Receivable | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Loans held-for-investment $ 9,776 $ 10,089 Available-for-sale securities 53 57 Held-to-maturity securities 95 122 Total $ 9,924 $ 10,268 |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 and December 31, 2018 . 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 June 30, 2019 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,830 $ — $ 12,830 Total assets $ — $ 12,830 $ — $ 12,830 Recurring Fair Value Measurements December 31, 2018 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,606 $ — $ 12,606 Total assets $ — $ 12,606 $ — $ 12,606 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 June 30, 2019 and December 31, 2018 , 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 six months ended June 30, 2019 and 2018 . Fair Value of Financial Instruments In accordance with ASC 820, the Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the condensed consolidated balance sheets, for which fair value can be estimated. The following describes the Company’s methods for estimating the fair value for financial instruments. • Loans held-for-investment are carried at cost, net of any unamortized acquisition premiums or discounts, loan fees and origination costs as applicable. 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 senior loans, 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. 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, asset-specific financing facilities and revolving credit facilities that mature in less than one year generally approximates fair value due to the short maturities. The Company’s long-term repurchase agreements, asset-specific financing facilities and revolving credit facilities have floating rates based on an index plus a credit spread and the credit spread is typically consistent with those demanded in the market. Accordingly, the interest rates on these borrowings are at market and thus carrying value approximates fair value. The Company categorizes the fair value measurement of these liabilities as Level 2. • Securitized debt obligations are recorded at outstanding principal, net of any unamortized deferred debt issuance costs. In determining the fair value of its securitized debt obligations, management judgment may be used to arrive at fair value that considers prices obtained from third-party pricing providers, broker quotes received and other applicable market data. If observable market prices are not available or insufficient to determine fair value due principally to illiquidity in the marketplace, then fair value is based upon internally developed models that are primarily based on observable market-based inputs but also include unobservable market data inputs (including prepayment speeds, delinquency levels, and credit losses). The Company categorizes the fair value measurement of these liabilities as Level 2. • Convertible senior notes are carried at their unpaid principal balance, net of any unamortized deferred issuance costs. The Company estimates the fair value of its convertible senior notes using the market transaction price nearest to June 30, 2019 . The Company categorizes the fair value measurement of these assets as Level 2. The following table presents the carrying values and estimated fair values of assets and liabilities that are required to be recorded or disclosed at fair value at June 30, 2019 and December 31, 2018 . June 30, 2019 December 31, 2018 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Assets Loans held-for-investment $ 3,560,117 $ 3,592,914 $ 3,167,913 $ 3,200,980 Available-for-sale securities $ 12,830 $ 12,830 $ 12,606 $ 12,606 Held-to-maturity securities $ 22,020 $ 22,141 $ 26,696 $ 26,611 Cash and cash equivalents $ 92,838 $ 92,838 $ 91,700 $ 91,700 Restricted cash $ 76,149 $ 76,149 $ 31,723 $ 31,723 Liabilities Repurchase agreements $ 1,254,027 $ 1,254,027 $ 1,500,543 $ 1,500,543 Securitized debt obligations $ 1,133,294 $ 1,148,086 $ 654,263 $ 654,330 Asset-specific financings $ 75,060 $ 75,060 $ — $ — Revolving credit facilities $ — $ — $ 75,000 $ 75,000 Convertible senior notes $ 268,857 $ 281,601 $ 268,138 $ 270,731 |
Repurchase Agreements
Repurchase Agreements | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Repurchase Agreements [Abstract] | |
Repurchase Agreements | Repurchase Agreements As of June 30, 2019 and December 31, 2018 , the Company had outstanding $1.3 billion and $1.5 billion of repurchase agreements with a weighted average borrowing rate of 4.59% and 4.61% and weighted average remaining maturities of 1.5 and 0.9 years, respectively. At June 30, 2019 and December 31, 2018 , the repurchase agreement balances were as follows: (in thousands) June 30, December 31, Short-term $ 867,805 $ 842,078 Long-term 386,222 658,465 Total $ 1,254,027 $ 1,500,543 At June 30, 2019 and December 31, 2018 , the repurchase agreements had the following characteristics and remaining maturities: June 30, 2019 December 31, 2018 Collateral Type Collateral Type (dollars in thousands) Loans CMBS (1) Total Amount Outstanding Loans CMBS (1) Total Amount Outstanding Within 30 days $ — $ — $ — $ — $ — $ — 30 to 59 days — 24,432 24,432 — 25,854 25,854 60 to 89 days — — — — — — 90 to 119 days — — — — — — 120 to 364 days 843,373 — 843,373 816,224 — 816,224 One year and over 386,222 — 386,222 658,465 — 658,465 Total $ 1,229,595 $ 24,432 $ 1,254,027 $ 1,474,689 $ 25,854 $ 1,500,543 Weighted average borrowing rate 4.59 % 4.78 % 4.59 % 4.61 % 4.78 % 4.61 % ____________________ (1) Includes repurchase agreements collateralized by both AFS securities and HTM securities. 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) June 30, December 31, Loans held-for-investment $ 1,683,366 $ 2,012,550 Available-for-sale securities, at fair value 12,830 12,606 Held-to-maturity securities 22,020 26,696 Restricted cash 2,922 2,922 Total $ 1,721,138 $ 2,054,774 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 June 30, 2019 and December 31, 2018 : June 30, 2019 December 31, 2018 (dollars in thousands) Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Morgan Stanley Bank $ 529,742 $ 205,457 20 % 1.00 $ 475,474 $ 203,274 25 % 1.49 JPMorgan Chase Bank 262,209 114,484 11 % 2.73 481,754 168,234 20 % 0.47 Goldman Sachs Bank 178,137 66,472 6 % 0.84 251,785 93,651 11 % 0.33 All other counterparties (2) 283,939 83,695 8 % 1.52 291,531 92,614 11 % 1.12 Total $ 1,254,027 $ 470,108 $ 1,500,544 $ 557,773 ____________________ (1) Represents the net carrying value of the loans held-for-investment, AFS securities and HTM securities pledged as collateral for repurchase agreements, 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 as of June 30, 2019 and December 31, 2018 . 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. |
Asset-Specific Financings
Asset-Specific Financings | 6 Months Ended |
Jun. 30, 2019 | |
Asset-Specific Financings [Abstract] | |
Asset-Specific Financings | Asset-Specific Financings To finance certain of its loans held-for-investment, the Company has entered into an asset-specific financing facility collateralized by the value of the loans pledged. As of June 30, 2019 , the Company had outstanding long-term borrowings under the asset-specific financing facility of $75.1 million with a weighted average borrowing rate of 4.1% and weighted average remaining maturities of 2.4 years. There were no amounts outstanding under the asset-specific financing facility as of December 31, 2018 . At June 30, 2019 and December 31, 2018 , borrowings under the asset-specific financing facility had the following remaining maturities: (in thousands) June 30, December 31, Within 30 days $ — $ — 30 to 59 days — — 60 to 89 days — — 90 to 119 days — — 120 to 364 days — — One year and over 75,060 — Total $ 75,060 $ — As of June 30, 2019 , loans held-for-investment with a carrying value of $92.9 million were pledged as collateral for the Company’s future payment obligations under its asset-specific financing facility. No loans held-for-investment were pledged for asset-specific financings as of December 31, 2018 . The Company does not anticipate any defaults by its asset-specific financing facility counterparty, although there can be no assurance that one or more defaults will not occur. |
Revolving Credit Facilities
Revolving Credit Facilities | 6 Months Ended |
Jun. 30, 2019 | |
Revolving Credit Facilities [Abstract] | |
Revolving Credit Facilities | Revolving Credit Facilities To finance certain of its loans held-for-investment, the Company has entered into a revolving credit facility collateralized by a borrowing base of loans. The facility provides intermediate-term bridge or transitional financing for typically around 90 days per loan and matures on April 13, 2020, unless extended pursuant to its terms. As of December 31, 2018 , the Company had outstanding borrowings under the revolving credit facility of $75.0 million with a weighted average borrowing rate of 5.2% . There were no amounts outstanding under the revolving credit facility as of June 30, 2019 . As of December 31, 2018 , loans held-for-investment with a carrying value of $127.9 million were considered the borrowing base collateral for the Company’s future payment obligations under its revolving credit facility. No loans held-for-investment were designated as collateral for the revolving credit facility as of June 30, 2019 . The Company does not anticipate any defaults by its revolving credit facility counterparty, although there can be no assurance that one or more defaults will not occur. |
Securitized Debt Obligations
Securitized Debt Obligations | 6 Months Ended |
Jun. 30, 2019 | |
Securitized Debt Obligations [Abstract] | |
Securitized Debt Obligations | Securitized Debt Obligations The Company finances pools of its commercial real estate loans through CLOs, which are consolidated on the Company’s condensed consolidated financial statements. See Note 3 - Variable Interest Entities for additional information regarding consolidation of the CLOs. The securitized debt obligations issued by the CLOs are recorded at outstanding principal, net of any unamortized deferred debt issuance costs, on the Company’s condensed consolidated balance sheets. As of June 30, 2019 and December 31, 2018 , the outstanding amount due on securitized debt obligations was $1.1 billion and $654.3 million , net of deferred issuance costs, with a weighted average interest rate of 3.98% and 3.58% . |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2019 | |
Convertible Debt [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes In December 2017, the Company closed a private placement of $125.0 million aggregate principal amount of convertible senior notes due 2022. In January 2018, an additional $18.8 million in notes were issued by the Company in connection with the exercise of the initial purchaser’s option. The net proceeds from the offering were approximately $139.5 million after deducting underwriting discounts and expenses. The notes are unsecured, pay interest semiannually at a rate of 5.625% per annum and are convertible at the option of the holder into shares of the Company’s common stock. The notes will mature in December 2022 , unless earlier converted or repurchased in accordance with their terms. The Company does not have the right to redeem the notes prior to maturity, but may be required to repurchase the notes from holders under certain circumstances. As of June 30, 2019 , the notes had a conversion rate of 50.3802 shares of common stock per $1,000 principal amount of the notes . In October 2018, the Company closed an underwritten public offering of $131.6 million aggregate principal amount of convertible senior notes due 2023. The net proceeds from the offering were approximately $127.7 million after deducting underwriting discounts and expenses. The notes are unsecured, pay interest semiannually at a rate of 6.375% per annum and are convertible at the option of the holder into shares of the Company’s common stock. The notes will mature in October 2023 , unless earlier converted or repurchased in accordance with their terms. The Company does not have the right to redeem the notes prior to maturity, but may be required to repurchase the notes from holders under certain circumstances. As of June 30, 2019 , the notes had a conversion rate of 48.8496 shares of common stock per $1,000 principal amount of the notes . The outstanding amount due on convertible senior notes as of June 30, 2019 and December 31, 2018 was $268.9 million and $268.1 million , respectively, net of deferred issuance costs. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The following represent the material commitments and contingencies of the Company as of June 30, 2019 : Management agreement. Upon closing the IPO on June 28, 2017, the Company entered into a management agreement with the Manager. The Company pays the Manager 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 the Manager, 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. Incentive fees, if earned, are payable to the Manager, as defined in the management agreement. The incentive fee is 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 the Manager 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 . In addition, under the terms of an amendment to the management agreement entered into in the fourth quarter of 2018, the Manager agreed to reimburse the Company an amount related to the compensation payable to the sales agents under the Company’s equity distribution agreement by netting such amount from the base management fee payable to the Manager for the applicable quarterly period. 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 the Manager, 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 the Manager and the Company’s independent directors and approved by a majority of the Company’s independent directors. The initial 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 the Manager 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 the Manager 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 the Manager 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 June 30, 2019 . Unfunded commitments on loans held-for-investment. Certain of the Company’s commercial real estate loan agreements contain provisions for future fundings to borrowers, generally to finance lease-related or capital expenditures. As of June 30, 2019 and December 31, 2018 , the Company had unfunded commitments of $588.7 million and $626.2 million on loans held-for-investment with expirations dates within the next three years. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2019 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [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. During the three and six months ended June 30, 2019 , the Company declared dividends to the preferred stockholder of $25,000 and $50,000 , respectively. During the three and six months ended June 30, 2018 , the Company declared dividends to the preferred stockholder of $25,000 and $50,000 , respectively. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock On June 28, 2017, the Company completed the 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 market capitalization to be fully floating. On February 5, 2019, the Company closed an underwritten public offering of 6,850,000 shares of its common stock. The Company received total proceeds from the offering of approximately $130.2 million . In addition, the Company granted the underwriters a thirty-day option to purchase up to an additional 1,027,500 shares of its common stock, which was exercised in full on March 6, 2019 resulting in proceeds of $19.5 million from exercise of the underwriters option. In connection with this offering, the Manager agreed to pay approximately $1.6 million of the underwriting fees and discounts. As of June 30, 2019 , the Company had 54,853,205 shares of common stock outstanding. The following table presents a reconciliation of the common shares outstanding for the six months ended June 30, 2019 and 2018 : Number of common shares Common shares outstanding, December 31, 2017 43,235,103 Issuance of restricted stock (1) 221,131 Common shares outstanding, June 30, 2018 43,456,234 Common shares outstanding, December 31, 2018 43,621,174 Issuance of common stock 10,954,924 Issuance of restricted stock (1) 277,107 Common shares outstanding, June 30, 2019 54,853,205 ____________________ (1) Represents shares of restricted stock granted under the 2017 Equity Incentive Plan. See Note 18 - Equity Incentive Plan for additional information. Distributions to Stockholders The following table presents cash dividends declared by the Company on its common stock from December 31, 2017 through June 30, 2019 : Declaration Date Record Date Payment Date Cash Dividend Per Share June 20, 2019 July 5, 2019 July 19, 2019 $ 0.42 March 20, 2019 April 1, 2019 April 18, 2019 $ 0.42 December 19, 2018 December 31, 2018 January 18, 2019 $ 0.42 September 20, 2018 October 2, 2018 October 18, 2018 $ 0.42 June 20, 2018 July 2, 2018 July 18, 2018 $ 0.40 March 15, 2018 March 29, 2018 April 18, 2018 $ 0.38 Share Repurchase Program On November 21, 2018, the Company's Board of Directors authorized a Share Repurchase Program, which allows the Company to repurchase up to 2,000,000 shares of its common stock. The shares are expected to be repurchased from time to time through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended, or by any combination of such methods. The manner, price, number and timing of share repurchases will be subject to a variety of factors, including market conditions and applicable Securities and Exchange Commission rules. The Company has not repurchased any of its common stock since the program was authorized. At-the-Market Offering On November 21, 2018, the Company entered into an equity distribution agreement under which the Company may sell up to an aggregate of 8,000,000 shares of its common stock from time to time in any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act. As of June 30, 2019 , 3,242,364 shares of common stock had been sold under the equity distribution agreement for total accumulated net proceeds of approximately $61.2 million , of which 2,663,095 and 3,077,424 shares were sold for net proceeds of $50.3 million and $58.1 million during the three and six months ended June 30, 2019 , respectively. Additionally, the Company received a base management fee reimbursement from the Manager of $0.1 million and $0.2 million for stock sold under the equity distribution agreement during the three and six months ended June 30, 2019 , respectively. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) at June 30, 2019 and December 31, 2018 was as follows: (in thousands) June 30, December 31, Available-for-sale securities Unrealized gains $ 32 $ — Unrealized losses — (192 ) Accumulated other comprehensive income (loss) $ 32 $ (192 ) Reclassifications out of Accumulated Other Comprehensive Income (Loss) The Company did not record any reclassifications out of accumulated other comprehensive income (loss) during the three and six months ended June 30, 2019 and 2018 . |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | Equity Incentive Plan The Company’s 2017 Equity Incentive Plan, or the Plan, provides incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including certain personnel of the Manager and its affiliates. The Plan is administered by the compensation committee of the Company’s board of directors. The compensation committee has the full authority to administer and interpret the Plan, to authorize the granting of awards, to determine the eligibility of directors, officers, advisors, consultants and other personnel, including personnel of the Manager and its affiliates, to receive an award, to determine the number of shares of common stock to be covered by each award (subject to the individual participant limitations provided in the Plan), to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the Plan), to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the Plan or the administration or interpretation thereof. In connection with this authority, the compensation committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The Plan provides for grants of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, subject to a ceiling of 3,242,306 shares available for issuance under the Plan. The Plan allows for the Company’s board of directors to expand the types of awards available under the Plan to include long-term incentive plan units in the future. If an award granted under the Plan expires or terminates, the shares subject to any portion of the award that expires or terminates without having been exercised or paid, as the case may be, will again become available for the issuance of additional awards. Unless earlier terminated by the Company’s board of directors, no new award may be granted under the Plan after the tenth anniversary of the effective date of the Plan. No award may be granted under the Plan to any person who, assuming payment of all awards held by such person, would own or be deemed to own more than 9.8% of the outstanding shares of the Company’s common stock. During the six months ended June 30, 2019 and 2018 , the Company granted 18,189 and 19,175 shares of common stock, respectively, to its independent directors as compensation for their service on the Company’s board of directors, pursuant to the terms of the Plan. The estimated fair value of these awards was $19.24 and $17.86 per share on grant date, based on the closing price of the Company’s common stock on the NYSE on such date. The shares have a one year vesting period. Additionally, during the six months ended June 30, 2019 and 2018 , the Company granted 258,918 and 201,956 shares of restricted common stock, respectively, to key employees of the Manager and its affiliates pursuant to the terms of the Plan and the associated award agreements. The estimated fair value of these awards was $19.31 and $17.33 per share on grant date, 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. The following table summarizes the activity related to restricted common stock for the six months ended June 30, 2019 and 2018 : Six Months Ended June 30, 2019 2018 Shares Weighted Average Grant Date Fair Market Value Shares Weighted Average Grant Date Fair Market Value Outstanding at Beginning of Period 321,134 $ 18.04 150,000 $ 19.50 Granted 277,107 19.31 221,131 17.38 Vested (136,870 ) (18.20 ) (49,997 ) (19.50 ) Forfeited — — — — Outstanding at End of Period 461,371 $ 18.75 321,134 $ 18.04 For the three and six months ended June 30, 2019 , the Company recognized compensation related to restricted common stock of $1.3 million and $2.4 million , respectively. For the three and six months ended June 30, 2018 , the Company recognized compensation related to restricted common stock of $1.2 million and $1.9 million , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company has elected to be taxed as a REIT under the Code for U.S. federal income tax purposes. As long as the Company qualifies as a REIT, the Company generally will not be subject to U.S. federal income taxes on 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 provision recorded at the taxable subsidiary level for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (in thousands) 2019 2018 2019 2018 Current tax (benefit) provision: Federal $ — $ — $ — $ (1 ) State — — — 2 Total current tax provision — — — 1 Deferred tax (benefit) (2 ) (2 ) (3 ) (2 ) Total (benefit from) provision for income taxes $ (2 ) $ (2 ) $ (3 ) $ (1 ) 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 | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended June 30, June 30, (in thousands, except share data) 2019 2018 2019 2018 Numerator: Net income attributable to common stockholders - basic $ 18,152 $ 15,202 $ 35,096 $ 29,763 Interest expense attributable to convertible notes (1) 4,474 2,198 — 4,369 Net income attributable to common stockholders - diluted $ 22,626 $ 17,400 $ 35,096 $ 34,132 Denominator: Weighted average common shares outstanding 53,446,531 43,090,048 50,810,687 43,087,589 Weighted average restricted stock shares 507,103 356,915 481,631 323,207 Basic weighted average shares outstanding 53,953,634 43,446,963 51,292,318 43,410,796 Effect of dilutive shares issued in an assumed conversion of the convertible senior notes 13,670,761 7,187,500 — 7,187,500 Diluted weighted average shares outstanding 67,624,395 50,634,463 51,292,318 50,598,296 Earnings Per Share Basic $ 0.34 $ 0.35 $ 0.68 $ 0.69 Diluted $ 0.33 $ 0.34 $ 0.68 $ 0.67 ____________________ (1) Includes a nondiscretionary adjustment for the assumed change in the management fee calculation. For the six months ended June 30, 2019 , excluded from the calculation of diluted earnings per share is the effect of adding back $9.0 million of interest expense, net of nondiscretionary adjustment for the assumed change in the management fee calculation, and 13,663,006 weighted average common share equivalents related to the assumed conversion of the Company’s convertible senior notes, as their inclusion would be antidilutive. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
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 managed by the Manager 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, the Manager and its affiliates provide the Company with the personnel and resources necessary to operate the Company’s business. In exchange, the Company pays the Manager 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 is 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. In addition, under the terms of an amendment to the management agreement entered into in the fourth quarter of 2018, the Manager agreed to reimburse the Company an amount related to the compensation payable to the sales agents under the Company’s equity distribution agreement by netting such amount from the base management fee payable to the Manager for the applicable quarterly period. The Company incurred $3.8 million and $7.2 million as a management fee to the Manager for the three and six months ended June 30, 2019 , and $3.1 million and $6.3 million as a management fee to the Manager for the three and six months ended June 30, 2018 , respectively. The Company also incurred $0.2 million as an incentive fee to the Manager for the six months ended June 30, 2019 . No incentive fees were incurred for the three months ended June 30, 2019 or for the three and six months ended June 30, 2018 . See further discussion of the base management fee and incentive fee calculations in Note 15 - Commitments and Contingencies and further discussion of base management fee reimbursements for common stock sold under the Company’s equity distribution agreement in Note 17 - Stockholder’s Equity . During the three and six months ended June 30, 2019 and 2018 , the Company reimbursed the Manager for certain direct and allocated costs incurred by the Manager on behalf of the Company. These direct and allocated costs totaled approximately $1.7 million and $8.3 million , respectively. During the three and six months ended June 30, 2018 , direct and allocated costs totaled approximately $1.5 million and $5.2 million , respectively. In addition, during the six months ended June 30, 2019 , the Manager paid the underwriters an amount equal to $0.20 per share for each share issued in connection with the Company’s underwritten public offering of its common stock and the related option exercised by the underwriters to purchase additional shares of the Company’s common stock. 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 the Manager under the management agreement for compensation, data services, technology and certain office lease payments. The Company recognized $1.3 million and $2.4 million of compensation during the three and six months ended June 30, 2019 , respectively, and $1.2 million and $1.9 million of compensation during the three and six months ended June 30, 2018 , respectively, related to restricted common stock issued to employees of the Manager and the Company’s independent directors pursuant to the Plan. See Note 18 - Equity Incentive Plan for additional information. The terms of these transactions may have been different had they been transacted with an unrelated third-party. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Events subsequent to June 30, 2019 , were evaluated through the date these financial statements were issued and no other additional events were identified requiring further disclosure in these condensed consolidated financial statements. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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 Annual Report on Form 10-K for the year ended December 31, 2018 . In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at June 30, 2019 and results of operations for all periods presented have been made. The results of operations for the three and six months ended June 30, 2019 should not be construed as indicative of the results to be expected for future periods or the full year. The condensed consolidated financial statements of the Company include the accounts of all subsidiaries; inter-company accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. All entities in which the Company holds investments that are considered VIEs for financial reporting purposes were reviewed for consolidation under the applicable consolidation guidance. Whenever the Company has both the power to direct the activities of an entity that most significantly impact the entity’s performance, and the obligation to absorb losses or the right to receive benefits of the entity that could be significant, the Company consolidates the entity. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amount and timing of allowances for loan losses and impairments and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates ( e.g. , valuation changes to the underlying collateral of loans due to changes in capitalization rates, leasing, credit worthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, overall economic conditions, the broader commercial real estate market, local geographic sub-markets or other factors) will occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from its estimates and the differences may be material. |
Asset-Specific Financings | Asset-Specific Financings The Company finances certain of its loans held-for-investment through the use of an asset-specific financing facility. Borrowings under the asset-specific financing facility generally bear interest rates of a specified margin over one-month LIBOR. The asset-specific financings are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. |
Recently Issued and/or Adopted Accounting Standards | Recently Issued and/or Adopted Accounting Standards Lease Classification and Accounting In February 2016, the FASB issued ASU No. 2016-02, which requires lessees to recognize on their balance sheets both a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. The ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018, with early adoption permitted. The Company’s adoption of this ASU did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures. Measurement of Credit Losses on Financial Instruments In June 2016, the FASB issued ASU No. 2016-13, which changes the impairment model for most financial assets and certain other instruments. Allowances for credit losses on available-for-sale, or AFS, and held-to-maturity, or HTM, debt securities will be recognized, rather than direct reductions in the amortized cost of the investments. The new model also requires the estimation of lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables, HTM debt securities, loans, and other instruments held at amortized cost. The ASU requires certain recurring disclosures and is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2019, with early adoption permitted for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018. The Company is evaluating the adoption of this ASU to determine the impact it may have on its condensed consolidated financial statements, which at the date of adoption, is expected to increase the allowance for credit losses with a resulting negative adjustment to retained earnings. Accounting for Share-Based Payments to Nonemployees In June 2018, the FASB issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Under the guidance, equity-classified nonemployee awards will be measured on and fixed at the grant date, rather than measured at fair value at each reporting date until the date at which the nonemployee’s performance is complete. The ASU is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2018, with early adoption permitted. The Company’s adoption of this ASU was applied by recording a cumulative-effect adjustment to retained earnings as of January 1, 2019, which did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures. SEC Disclosure Update and Simplification In August 2018, the SEC adopted a final rule that amends certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other SEC disclosure requirements, U.S. GAAP, or changes in the information environment. However, the guidance also added requirements for entities to include in their interim financial statements a reconciliation of changes in stockholders’ equity for each period for which an income statement is required (both year-to-date and quarterly periods). The final rule is effective for all filings made on or after November 5, 2018. However, the SEC staff said it would not object to a registrant waiting to comply with the new interim disclosure requirement until the filing of its Form 10-Q for the quarter that begins after the effective date. As a result, the Company adopted the new interim disclosure requirement in connection with the Form 10-Q filing for the first quarter of 2019. The Company’s adoption of this final rule did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures. |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Variable Interest Entities [Abstract] | |
Schedule of Variable Interest Entities | The following table presents a summary of the assets and liabilities of all variable interest entities consolidated on the Company’s condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Loans held-for-investment $ 1,402,209 $ 795,259 Restricted cash 69,478 26,136 Accrued interest receivable 4,039 2,622 Other assets 6,566 5,130 Total Assets $ 1,482,292 $ 829,147 Securitized debt obligations $ 1,133,294 $ 654,263 Accrued interest payable 1,122 689 Other liabilities 77 — Total Liabilities $ 1,134,493 $ 654,952 |
Loans Held-for-Investment (Tabl
Loans Held-for-Investment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Loans Held-for-Investment [Abstract] | |
Schedule of Loans Held-for-Investment | The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of June 30, 2019 and December 31, 2018 : June 30, (dollars in thousands) Senior Loans (1) Mezzanine Loans B-Notes Total Unpaid principal balance $ 3,556,949 $ 14,095 $ 14,551 $ 3,585,595 Unamortized (discount) premium (131 ) — — (131 ) Unamortized net deferred origination fees (25,347 ) — — (25,347 ) Carrying value $ 3,531,471 $ 14,095 $ 14,551 $ 3,560,117 Unfunded commitments $ 588,697 $ — $ — $ 588,697 Number of loans 103 2 1 106 Weighted average coupon 6.2 % 12.0 % 8.0 % 6.2 % Weighted average years to maturity (2) 1.8 2.7 7.6 1.8 December 31, (dollars in thousands) Senior Loans (1) Mezzanine Loans B-Notes Total Unpaid principal balance $ 3,147,310 $ 31,679 $ 14,652 $ 3,193,641 Unamortized (discount) premium (151 ) — — (151 ) Unamortized net deferred origination fees (25,577 ) — — (25,577 ) Carrying value $ 3,121,582 $ 31,679 $ 14,652 $ 3,167,913 Unfunded commitments $ 626,155 $ — $ — $ 626,155 Number of loans 88 3 1 92 Weighted average coupon 6.4 % 11.4 % 8.0 % 6.5 % Weighted average years to maturity (2) 2.0 1.9 8.1 2.0 ____________________ (1) Loans primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans. (2) Based on contractual maturity date. Certain loans are subject to contractual extension options with such conditions stipulated in the applicable loan documents. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment fee. The Company may also extend contractual maturities in connection with loan modifications. |
Schedule of Loans Held-for-Investment by Property Type | (dollars in thousands) June 30, December 31, Property Type Carrying Value % of Loan Portfolio Carrying Value % of Loan Portfolio Office $ 1,519,351 42.7 % $ 1,495,128 47.2 % Multifamily 806,553 22.7 % 569,259 18.0 % Hotel 566,259 15.9 % 427,611 13.5 % Retail 369,869 10.4 % 324,447 10.2 % Industrial 264,356 7.4 % 351,468 11.1 % Other 33,729 0.9 % — — % Total $ 3,560,117 100.0 % $ 3,167,913 100.0 % |
Schedule of Loans Held-for-Investment by Geographic Location | (dollars in thousands) June 30, December 31, Geographic Location Carrying Value % of Loan Portfolio Carrying Value % of Loan Portfolio Northeast $ 1,141,476 32.1 % $ 1,171,691 37.0 % Southwest 881,363 24.8 % 681,108 21.5 % West 703,512 19.8 % 694,223 21.9 % Southeast 437,898 12.2 % 369,961 11.7 % Midwest 395,868 11.1 % 250,930 7.9 % Total $ 3,560,117 100.0 % $ 3,167,913 100.0 % |
Rollforward of Loans Held-for-Investment | The following table summarizes activity related to loans held-for-investment for the three and six months ended June 30, 2019 and 2018 . Three Months Ended Six Months Ended (in thousands) 2019 2018 2019 2018 Balance at beginning of period $ 3,292,989 $ 2,364,647 $ 3,167,913 $ 2,304,266 Originations, acquisitions and additional fundings 415,997 445,944 695,691 602,130 Repayments (148,417 ) (324,252 ) (303,737 ) (420,679 ) Net discount accretion (premium amortization) 7 4 20 18 Increase in net deferred origination fees (4,573 ) (5,919 ) (7,693 ) (8,004 ) Amortization of net deferred origination fees 4,114 3,182 7,923 5,875 Allowance for loan losses — — — — Balance at end of period $ 3,560,117 $ 2,483,606 $ 3,560,117 $ 2,483,606 |
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 June 30, 2019 and December 31, 2018 : (dollars in thousands) June 30, December 31, Risk Rating Number of Loans Unpaid Principal Balance Carrying Value Number of Loans Unpaid Principal Balance Carrying Value 1 9 $ 377,008 $ 375,737 9 $ 354,791 $ 353,583 2 89 3,013,703 2,990,794 78 2,680,297 2,656,679 3 6 157,465 156,348 3 121,133 120,496 4 2 37,419 37,238 2 37,420 37,155 5 — — — — — — Total 106 $ 3,585,595 $ 3,560,117 92 $ 3,193,641 $ 3,167,913 |
Available-for-Sale Securities_2
Available-for-Sale Securities, at Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Securities, Available-for-sale [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 as of June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Face value $ 12,798 $ 12,798 Gross unrealized gains 32 — Gross unrealized losses — (192 ) Carrying value $ 12,830 $ 12,606 |
Held-to-Maturity Securities (Ta
Held-to-Maturity Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | |
Held-to-maturity Securities | The following table presents the face value and carrying value of HTM securities by collateral type as of June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Face value $ 22,020 $ 26,696 Unamortized premium (discount) — — Carrying value $ 22,020 $ 26,696 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [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 June 30, 2019 and December 31, 2018 that sum to the total of the same such amounts shown in the statements of cash flows: (in thousands) June 30, December 31, Cash and cash equivalents $ 92,838 $ 91,700 Restricted cash 76,149 31,723 Total cash, cash equivalents and restricted cash $ 168,987 $ 123,423 |
Accrued Interest Receivable (Ta
Accrued Interest Receivable (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accrued Interest Receivable [Abstract] | |
Accrued Interest Receivable | The following table presents the Company’s accrued interest receivable by collateral type as of June 30, 2019 and December 31, 2018 : (in thousands) June 30, December 31, Loans held-for-investment $ 9,776 $ 10,089 Available-for-sale securities 53 57 Held-to-maturity securities 95 122 Total $ 9,924 $ 10,268 |
Fair Value (Tables)
Fair Value (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,830 $ — $ 12,830 Total assets $ — $ 12,830 $ — $ 12,830 Recurring Fair Value Measurements December 31, 2018 (in thousands) Level 1 Level 2 Level 3 Total Assets Available-for-sale securities $ — $ 12,606 $ — $ 12,606 Total assets $ — $ 12,606 $ — $ 12,606 |
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 June 30, 2019 and December 31, 2018 . June 30, 2019 December 31, 2018 (in thousands) Carrying Value Fair Value Carrying Value Fair Value Assets Loans held-for-investment $ 3,560,117 $ 3,592,914 $ 3,167,913 $ 3,200,980 Available-for-sale securities $ 12,830 $ 12,830 $ 12,606 $ 12,606 Held-to-maturity securities $ 22,020 $ 22,141 $ 26,696 $ 26,611 Cash and cash equivalents $ 92,838 $ 92,838 $ 91,700 $ 91,700 Restricted cash $ 76,149 $ 76,149 $ 31,723 $ 31,723 Liabilities Repurchase agreements $ 1,254,027 $ 1,254,027 $ 1,500,543 $ 1,500,543 Securitized debt obligations $ 1,133,294 $ 1,148,086 $ 654,263 $ 654,330 Asset-specific financings $ 75,060 $ 75,060 $ — $ — Revolving credit facilities $ — $ — $ 75,000 $ 75,000 Convertible senior notes $ 268,857 $ 281,601 $ 268,138 $ 270,731 |
Repurchase Agreements (Tables)
Repurchase Agreements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Disclosure of Repurchase Agreements [Abstract] | |
Schedule Of Repurchase Agreements By Term, Short Or Long | At June 30, 2019 and December 31, 2018 , the repurchase agreement balances were as follows: (in thousands) June 30, December 31, Short-term $ 867,805 $ 842,078 Long-term 386,222 658,465 Total $ 1,254,027 $ 1,500,543 |
Schedule of Repurchase Agreements by Maturity | At June 30, 2019 and December 31, 2018 , the repurchase agreements had the following characteristics and remaining maturities: June 30, 2019 December 31, 2018 Collateral Type Collateral Type (dollars in thousands) Loans CMBS (1) Total Amount Outstanding Loans CMBS (1) Total Amount Outstanding Within 30 days $ — $ — $ — $ — $ — $ — 30 to 59 days — 24,432 24,432 — 25,854 25,854 60 to 89 days — — — — — — 90 to 119 days — — — — — — 120 to 364 days 843,373 — 843,373 816,224 — 816,224 One year and over 386,222 — 386,222 658,465 — 658,465 Total $ 1,229,595 $ 24,432 $ 1,254,027 $ 1,474,689 $ 25,854 $ 1,500,543 Weighted average borrowing rate 4.59 % 4.78 % 4.59 % 4.61 % 4.78 % 4.61 % ____________________ (1) Includes repurchase agreements collateralized by both AFS securities and HTM securities. |
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) June 30, December 31, Loans held-for-investment $ 1,683,366 $ 2,012,550 Available-for-sale securities, at fair value 12,830 12,606 Held-to-maturity securities 22,020 26,696 Restricted cash 2,922 2,922 Total $ 1,721,138 $ 2,054,774 |
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 June 30, 2019 and December 31, 2018 : June 30, 2019 December 31, 2018 (dollars in thousands) Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Amount Outstanding Net Counterparty Exposure (1) Percent of Equity Weighted Average Years to Maturity Morgan Stanley Bank $ 529,742 $ 205,457 20 % 1.00 $ 475,474 $ 203,274 25 % 1.49 JPMorgan Chase Bank 262,209 114,484 11 % 2.73 481,754 168,234 20 % 0.47 Goldman Sachs Bank 178,137 66,472 6 % 0.84 251,785 93,651 11 % 0.33 All other counterparties (2) 283,939 83,695 8 % 1.52 291,531 92,614 11 % 1.12 Total $ 1,254,027 $ 470,108 $ 1,500,544 $ 557,773 ____________________ (1) Represents the net carrying value of the loans held-for-investment, AFS securities and HTM securities pledged as collateral for repurchase agreements, 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 as of June 30, 2019 and December 31, 2018 . |
Asset-Specific Financings (Tabl
Asset-Specific Financings (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Asset-Specific Financings [Abstract] | |
Schedule of Asset-Specific Financings | At June 30, 2019 and December 31, 2018 , borrowings under the asset-specific financing facility had the following remaining maturities: (in thousands) June 30, December 31, Within 30 days $ — $ — 30 to 59 days — — 60 to 89 days — — 90 to 119 days — — 120 to 364 days — — One year and over 75,060 — Total $ 75,060 $ — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Rollforward of Common Stock | As of June 30, 2019 , the Company had 54,853,205 shares of common stock outstanding. The following table presents a reconciliation of the common shares outstanding for the six months ended June 30, 2019 and 2018 : Number of common shares Common shares outstanding, December 31, 2017 43,235,103 Issuance of restricted stock (1) 221,131 Common shares outstanding, June 30, 2018 43,456,234 Common shares outstanding, December 31, 2018 43,621,174 Issuance of common stock 10,954,924 Issuance of restricted stock (1) 277,107 Common shares outstanding, June 30, 2019 54,853,205 ____________________ (1) Represents shares of restricted stock granted under the 2017 Equity Incentive Plan. See Note 18 - Equity Incentive Plan for additional information. |
Schedule of Dividends Declared | The following table presents cash dividends declared by the Company on its common stock from December 31, 2017 through June 30, 2019 : Declaration Date Record Date Payment Date Cash Dividend Per Share June 20, 2019 July 5, 2019 July 19, 2019 $ 0.42 March 20, 2019 April 1, 2019 April 18, 2019 $ 0.42 December 19, 2018 December 31, 2018 January 18, 2019 $ 0.42 September 20, 2018 October 2, 2018 October 18, 2018 $ 0.42 June 20, 2018 July 2, 2018 July 18, 2018 $ 0.40 March 15, 2018 March 29, 2018 April 18, 2018 $ 0.38 |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income (loss) at June 30, 2019 and December 31, 2018 was as follows: (in thousands) June 30, December 31, Available-for-sale securities Unrealized gains $ 32 $ — Unrealized losses — (192 ) Accumulated other comprehensive income (loss) $ 32 $ (192 ) |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [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 six months ended June 30, 2019 and 2018 : Six Months Ended June 30, 2019 2018 Shares Weighted Average Grant Date Fair Market Value Shares Weighted Average Grant Date Fair Market Value Outstanding at Beginning of Period 321,134 $ 18.04 150,000 $ 19.50 Granted 277,107 19.31 221,131 17.38 Vested (136,870 ) (18.20 ) (49,997 ) (19.50 ) Forfeited — — — — Outstanding at End of Period 461,371 $ 18.75 321,134 $ 18.04 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table summarizes the tax provision recorded at the taxable subsidiary level for the three and six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended (in thousands) 2019 2018 2019 2018 Current tax (benefit) provision: Federal $ — $ — $ — $ (1 ) State — — — 2 Total current tax provision — — — 1 Deferred tax (benefit) (2 ) (2 ) (3 ) (2 ) Total (benefit from) provision for income taxes $ (2 ) $ (2 ) $ (3 ) $ (1 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 six months ended June 30, 2019 and 2018 : Three Months Ended Six Months Ended June 30, June 30, (in thousands, except share data) 2019 2018 2019 2018 Numerator: Net income attributable to common stockholders - basic $ 18,152 $ 15,202 $ 35,096 $ 29,763 Interest expense attributable to convertible notes (1) 4,474 2,198 — 4,369 Net income attributable to common stockholders - diluted $ 22,626 $ 17,400 $ 35,096 $ 34,132 Denominator: Weighted average common shares outstanding 53,446,531 43,090,048 50,810,687 43,087,589 Weighted average restricted stock shares 507,103 356,915 481,631 323,207 Basic weighted average shares outstanding 53,953,634 43,446,963 51,292,318 43,410,796 Effect of dilutive shares issued in an assumed conversion of the convertible senior notes 13,670,761 7,187,500 — 7,187,500 Diluted weighted average shares outstanding 67,624,395 50,634,463 51,292,318 50,598,296 Earnings Per Share Basic $ 0.34 $ 0.35 $ 0.68 $ 0.69 Diluted $ 0.33 $ 0.34 $ 0.68 $ 0.67 ____________________ (1) Includes a nondiscretionary adjustment for the assumed change in the management fee calculation. For the six months ended June 30, 2019 , excluded from the calculation of diluted earnings per share is the effect of adding back $9.0 million of interest expense, net of nondiscretionary adjustment for the assumed change in the management fee calculation, and 13,663,006 weighted average common share equivalents related to the assumed conversion of the Company’s convertible senior notes, as their inclusion would be antidilutive. |
Organization and Operations (De
Organization and Operations (Details) - shares | Jun. 28, 2017 | Jun. 30, 2019 |
Class of Stock [Line Items] | ||
Ownership percentage by Two Harbors Investment Corp. | 76.50% | |
Preferred stock dividend rate | 10.00% | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 33,071,000 | |
Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 1,000 |
Organization and Operations Two
Organization and Operations Two Harbors Investment Corp. Special Dividend (Details) | Nov. 01, 2017shares |
Organization and Operations [Abstract] | |
Number of shares of the company's common stock distributed by Two Harbors Investment Corp. to its stockholders via special dividend (in shares) | 33,071,000 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | $ 1,482,292 | $ 829,147 |
Liabilities of consolidated Variable Interest Entities | 1,134,493 | 654,952 |
Assets of nonconsolidated Variable Interest Entities | 34,800 | 39,300 |
Maximum exposure to loss of nonconsolidated Variable Interest Entities | 34,850 | 39,302 |
Loans Held-for-Investment [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | 1,402,209 | 795,259 |
Restricted Cash and Cash Equivalents [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | 69,478 | 26,136 |
Accrued Interest Receivable [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | 4,039 | 2,622 |
Other Assets [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | 6,566 | 5,130 |
Assets, Total [Member] | ||
Variable Interest Entity [Line Items] | ||
Assets of consolidated Variable Interest Entities | 1,482,292 | 829,147 |
Securitized Debt Obligations [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities of consolidated Variable Interest Entities | 1,133,294 | 654,263 |
Accrued Interest Payable [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities of consolidated Variable Interest Entities | 1,122 | 689 |
Other Liabilities [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities of consolidated Variable Interest Entities | 77 | 0 |
Liabilities, Total [Member] | ||
Variable Interest Entity [Line Items] | ||
Liabilities of consolidated Variable Interest Entities | $ 1,134,493 | $ 654,952 |
Loans Held-for-Investment (Deta
Loans Held-for-Investment (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($)loan | Dec. 31, 2018USD ($)loan | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Threshold period when loans are considered past due | 30 days | |
Threshold period when delinquent loans are placed on nonaccrual status | 90 days | |
Unpaid principal balance | $ 3,585,595 | $ 3,193,641 |
Unamortized (discount) premium | (131) | (151) |
Unamortized net deferred origination fees | (25,347) | (25,577) |
Loans held-for-investment | 3,560,117 | 3,167,913 |
Unfunded commitments | $ 588,697 | $ 626,155 |
Number of loans | loan | 106 | 92 |
Weighted average coupon | 6.20% | 6.50% |
Weighted average years to maturity | 1 year 9 months 18 days | 2 years |
First Mortgage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unpaid principal balance | $ 3,556,949 | $ 3,147,310 |
Unamortized (discount) premium | (131) | (151) |
Unamortized net deferred origination fees | (25,347) | (25,577) |
Loans held-for-investment | 3,531,471 | 3,121,582 |
Unfunded commitments | $ 588,697 | $ 626,155 |
Number of loans | loan | 103 | 88 |
Weighted average coupon | 6.20% | 6.40% |
Weighted average years to maturity | 1 year 9 months 18 days | 2 years |
Second Mortgage [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unpaid principal balance | $ 14,095 | $ 31,679 |
Unamortized (discount) premium | 0 | 0 |
Unamortized net deferred origination fees | 0 | 0 |
Loans held-for-investment | 14,095 | 31,679 |
Unfunded commitments | $ 0 | $ 0 |
Number of loans | loan | 2 | 3 |
Weighted average coupon | 12.00% | 11.40% |
Weighted average years to maturity | 2 years 8 months 12 days | 1 year 10 months 24 days |
Junior Loans [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Unpaid principal balance | $ 14,551 | $ 14,652 |
Unamortized (discount) premium | 0 | 0 |
Unamortized net deferred origination fees | 0 | 0 |
Loans held-for-investment | 14,551 | 14,652 |
Unfunded commitments | $ 0 | $ 0 |
Number of loans | loan | 1 | 1 |
Weighted average coupon | 8.00% | 8.00% |
Weighted average years to maturity | 7 years 7 months 6 days | 8 years 1 month 6 days |
Loans Held-for-Investment by Pr
Loans Held-for-Investment by Property Type (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 3,560,117 | $ 3,167,913 |
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 | $ 1,519,351 | $ 1,495,128 |
Percentage of total loans held-for-investment | 42.70% | 47.20% |
Multifamily [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 806,553 | $ 569,259 |
Percentage of total loans held-for-investment | 22.70% | 18.00% |
Hotel [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 566,259 | $ 427,611 |
Percentage of total loans held-for-investment | 15.90% | 13.50% |
Retail Site [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 369,869 | $ 324,447 |
Percentage of total loans held-for-investment | 10.40% | 10.20% |
Industrial Property [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 264,356 | $ 351,468 |
Percentage of total loans held-for-investment | 7.40% | 11.10% |
Other Property [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 33,729 | |
Percentage of total loans held-for-investment | 0.90% |
Loans Held-for-Investment by Ge
Loans Held-for-Investment by Geographic Location (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 3,560,117 | $ 3,167,913 |
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 | $ 1,141,476 | $ 1,171,691 |
Percentage of total loans held-for-investment | 32.10% | 37.00% |
United States, Western Region [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 703,512 | $ 694,223 |
Percentage of total loans held-for-investment | 19.80% | 21.90% |
United States, Southwestern Region [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 881,363 | $ 681,108 |
Percentage of total loans held-for-investment | 24.80% | 21.50% |
United States, Southeastern Region [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 437,898 | $ 369,961 |
Percentage of total loans held-for-investment | 12.20% | 11.70% |
United States, Midwestern Region [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Loans held-for-investment | $ 395,868 | $ 250,930 |
Percentage of total loans held-for-investment | 11.10% | 7.90% |
Rollforward of Loans Held-for-I
Rollforward of Loans Held-for-Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Loans Held-for-Investment [Abstract] | |||||
Loans held-for-investment pledged as collateral for borrowings | $ 3,200,000 | $ 3,200,000 | $ 2,900,000 | ||
Loans Held-for-Investment [Roll Forward] | |||||
Loans held-for-investment at beginning of period | 3,292,989 | $ 2,364,647 | 3,167,913 | $ 2,304,266 | |
Originations, acquisitions and additional fundings | 415,997 | 445,944 | 695,691 | 602,130 | |
Repayments | (148,417) | (324,252) | (303,737) | (420,679) | |
Net discount accretion (premium amortization) | 7 | 4 | 20 | 18 | |
Increase in net deferred origination fees | (4,573) | (5,919) | (7,693) | (8,004) | |
Accretion of discounts and net deferred fees on loans held-for-investment | 4,114 | 3,182 | 7,923 | 5,875 | |
Allowance for loan losses | 0 | 0 | 0 | 0 | |
Loans held-for-investment at end of period | $ 3,560,117 | $ 2,483,606 | $ 3,560,117 | $ 2,483,606 |
Loans Held-for-Investment by In
Loans Held-for-Investment by Internal Risk Rating (Details) $ in Thousands | Jun. 30, 2019USD ($)loan | Dec. 31, 2018USD ($)loan |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of loans | loan | 106 | 92 |
Unpaid principal balance | $ 3,585,595 | $ 3,193,641 |
Loans held-for-investment | $ 3,560,117 | $ 3,167,913 |
Risk Rating 1 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of loans | loan | 9 | 9 |
Unpaid principal balance | $ 377,008 | $ 354,791 |
Loans held-for-investment | $ 375,737 | $ 353,583 |
Risk Rating 2 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of loans | loan | 89 | 78 |
Unpaid principal balance | $ 3,013,703 | $ 2,680,297 |
Loans held-for-investment | $ 2,990,794 | $ 2,656,679 |
Risk Rating 3 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of loans | loan | 6 | 3 |
Unpaid principal balance | $ 157,465 | $ 121,133 |
Loans held-for-investment | $ 156,348 | $ 120,496 |
Risk Rating 4 [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Number of loans | loan | 2 | 2 |
Unpaid principal balance | $ 37,419 | $ 37,420 |
Loans held-for-investment | $ 37,238 | $ 37,155 |
Risk Rating 5 [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 | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Abstract] | ||
Face value | $ 12,798 | $ 12,798 |
Gross unrealized gains | 32 | 0 |
Gross unrealized losses | 0 | (192) |
Available-for-sale securities, at fair value | 12,830 | 12,606 |
Available-for-sale securities pledged as collateral for borrowings | $ 12,800 | $ 12,600 |
Held-to-Maturity Securities (De
Held-to-Maturity Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Securities, Held-to-maturity, Fair Value to Amortized Cost [Abstract] | ||
Held-to-Maturity Securities, Face Value | $ 22,020 | $ 26,696 |
Held-to-Maturity Securities, Unamortized Premium (Discount) | 0 | 0 |
Held-to-maturity securities | 22,020 | 26,696 |
Held-to-maturity securities pledged as collateral for borrowings | $ 22,000 | $ 26,700 |
Schedule of Total Cash, Cash Eq
Schedule of Total Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Variable Interest Entity [Line Items] | ||||
Cash collateral for repurchase agreements and securities activity | $ 6,700 | $ 5,600 | ||
Cash and cash equivalents | 92,838 | 91,700 | ||
Restricted cash | 76,149 | 31,723 | ||
Cash, cash equivalents and restricted cash | 168,987 | 123,423 | $ 108,762 | $ 110,718 |
Restricted Cash and Cash Equivalents [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Cash collateral for repurchase agreements and securities activity | $ 69,500 | $ 26,100 |
Accrued Interest Receivable (De
Accrued Interest Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | $ 9,924 | $ 10,268 |
Loans Held-for-Investment [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | 9,776 | 10,089 |
Available-for-sale Securities [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | 53 | 57 |
Held-to-maturity Securities [Member] | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accrued interest receivable | $ 95 | $ 122 |
Fair Value, Measurement Inputs,
Fair Value, Measurement Inputs, Disclosure (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | $ 12,830 | $ 12,606 |
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | 12,830 | 12,606 |
Total assets | 12,830 | 12,606 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, 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, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, at fair value | 12,830 | 12,606 |
Total assets | 12,830 | 12,606 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, 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 by Balance Sheet Gro
Fair Value by Balance Sheet Grouping (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value Disclosures [Abstract] | ||
Loans held-for-investment | $ 3,560,117 | $ 3,167,913 |
Loans held-for-investment, at fair value | 3,592,914 | 3,200,980 |
Available-for-sale securities, at fair value | 12,830 | 12,606 |
Held-to-maturity securities | 22,020 | 26,696 |
Held-to-maturity securities, at fair value | 22,141 | 26,611 |
Cash and cash equivalents | 92,838 | 91,700 |
Restricted cash | 76,149 | 31,723 |
Repurchase agreements | 1,254,027 | 1,500,543 |
Securitized debt obligations | 1,133,294 | 654,263 |
Securitized debt obligations, at fair value | 1,148,086 | 654,330 |
Asset-specific financings | 75,060 | 0 |
Revolving credit facilities | 0 | 75,000 |
Convertible senior notes | 268,857 | 268,138 |
Convertible senior notes, at fair value | $ 281,601 | $ 270,731 |
Repurchase Agreements (Details)
Repurchase Agreements (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Disclosure of Repurchase Agreements [Abstract] | ||
Repurchase agreements | $ 1,254,027 | $ 1,500,543 |
Weighted average borrowing rate | 4.59% | 4.61% |
Weighted average remaining maturity | 1 year 6 months | 10 months 24 days |
Schedule of Repurchase Agreemen
Schedule of Repurchase Agreements by Term, Short or Long (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 1,254,027 | $ 1,500,543 |
Maturity up to One Year [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 867,805 | 842,078 |
Maturity Over One Year [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 386,222 | $ 658,465 |
Schedule of Repurchase Agreem_2
Schedule of Repurchase Agreements by Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 1,254,027 | $ 1,500,543 |
Weighted average borrowing rate | 4.59% | 4.61% |
Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 1,229,595 | $ 1,474,689 |
Weighted average borrowing rate | 4.59% | 4.61% |
Commercial Mortgage Backed Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 24,432 | $ 25,854 |
Weighted average borrowing rate | 4.78% | 4.78% |
Maturity up to 30 days [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | $ 0 | $ 0 |
Maturity up to 30 days [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 0 | 0 |
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 | 24,432 | 25,854 |
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 | 24,432 | 25,854 |
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 | 843,373 | 816,224 |
Maturity 120 to 364 days [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 843,373 | 816,224 |
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 | 386,222 | 658,465 |
Maturity Over One Year [Member] | Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Repurchase agreements | 386,222 | 658,465 |
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 | Jun. 30, 2019 | Dec. 31, 2018 |
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | $ 1,721,138 | $ 2,054,774 |
Loans Held-for-Investment [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | 1,683,366 | 2,012,550 |
Available-for-sale Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | 12,830 | 12,606 |
Held-to-maturity Securities [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | 22,020 | 26,696 |
Restricted Cash and Cash Equivalents [Member] | ||
Assets Sold under Agreements to Repurchase [Line Items] | ||
Assets pledged or restricted as collateral for repurchase agreements | $ 2,922 | $ 2,922 |
Schedule of Repurchase Agreem_3
Schedule of Repurchase Agreement Counterparties with Whom Repurchase Agreements Exceed 10 Percent of Stockholders' Equity (Details) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 1,254,027 | $ 1,500,543 |
Net counterparty exposure | $ 470,108 | $ 557,773 |
Weighted average years to maturity | 1 year 6 months | 10 months 24 days |
Repurchase Agreement Counterparty, Morgan Stanley Bank [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 529,742 | $ 475,474 |
Net counterparty exposure | $ 205,457 | $ 203,274 |
Percent of equity | 20.00% | 25.00% |
Weighted average years to maturity | 1 year | 1 year 5 months 26 days |
Repurchase Agreement Counterparty, JPMorgan Chase Bank [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 262,209 | $ 481,754 |
Net counterparty exposure | $ 114,484 | $ 168,234 |
Percent of equity | 11.00% | 20.00% |
Weighted average years to maturity | 2 years 8 months 23 days | 14 days |
Repurchase Agreement Counterparty, Goldman Sachs Bank [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 178,137 | $ 251,785 |
Net counterparty exposure | $ 66,472 | $ 93,651 |
Percent of equity | 6.00% | 11.00% |
Weighted average years to maturity | 25 days | 10 days |
Repurchase Agreement Counterparty, All Other Counterparties [Member] | ||
Repurchase Agreement Counterparty [Line Items] | ||
Repurchase agreements | $ 283,939 | $ 291,531 |
Net counterparty exposure | $ 83,695 | $ 92,614 |
Percent of equity | 8.00% | 11.00% |
Weighted average years to maturity | 1 year 6 months 7 days | 1 year 1 month 13 days |
Number of repurchase agreement counterparties with whom amount at risk is less than 10 percent of equity | 2 | 2 |
Asset-Specific Financings (Deta
Asset-Specific Financings (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | ||
Asset-specific financings | $ 75,060 | $ 0 |
Weighted average borrowing rate of asset-specific financings | 4.10% | |
Weighted average term to maturity of asset-specific financing facilities | 2 years 4 months 24 days | |
Loans held-for-investment pledged as collateral for borrowings | $ 3,200,000 | $ 2,900,000 |
Asset-Specific Financings [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans held-for-investment pledged as collateral for borrowings | $ 92,900 |
Schedule Asset-Specific Financi
Schedule Asset-Specific Financing Facilities by Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Asset-specific financings | $ 75,060 | $ 0 |
Maturity up to 30 days [Member] | ||
Line of Credit Facility [Line Items] | ||
Asset-specific financings | 0 | 0 |
Maturity 30 to 59 Days [Member] | ||
Line of Credit Facility [Line Items] | ||
Asset-specific financings | 0 | 0 |
Maturity 60 to 89 Days [Member] | ||
Line of Credit Facility [Line Items] | ||
Asset-specific financings | 0 | 0 |
Maturity 90 to 119 Days [Member] | ||
Line of Credit Facility [Line Items] | ||
Asset-specific financings | 0 | 0 |
Maturity 120 to 364 days [Member] | ||
Line of Credit Facility [Line Items] | ||
Asset-specific financings | 0 | $ 0 |
Maturity Over One Year [Member] | ||
Line of Credit Facility [Line Items] | ||
Asset-specific financings | $ 75,060 |
Revolving Credit Facilities (De
Revolving Credit Facilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | ||
Typical term per loan of revolving credit facility financing | 90 days | |
Revolving credit facilities | $ 0 | $ 75,000 |
Weighted average borrowing rate of revolving credit facilities | 5.20% | |
Loans held-for-investment pledged as collateral for borrowings | $ 3,200,000 | $ 2,900,000 |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Loans held-for-investment pledged as collateral for borrowings | $ 127,900 |
Securitized Debt Obligations (D
Securitized Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Securitized Debt Obligations [Abstract] | ||
Securitized debt obligations | $ 1,133,294 | $ 654,263 |
Weighted average interest rate of securitized debt obligations outstanding | 3.98% | 3.58% |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Debt Instrument, Redemption [Line Items] | |||
Convertible senior notes | $ 268,857 | $ 268,138 | |
Convertible Debt, 2017 Issuance [Member] | |||
Debt Instrument, Redemption [Line Items] | |||
Proceeds from convertible senior notes | $ 139,500 | ||
Convertible senior notes conversion ratio | 0.0503802 | ||
Convertible Debt, 2017 Issuance [Member] | Convertible Debt [Member] | |||
Debt Instrument, Redemption [Line Items] | |||
Convertible senior notes interest rate per annum | 5.625% | ||
Convertible Debt, 2017 Issuance [Member] | Convertible Debt [Member] | Private Placement [Member] | |||
Debt Instrument, Redemption [Line Items] | |||
Convertible senior notes aggregate principal amount | $ 125,000 | ||
Convertible Debt, 2017 Issuance [Member] | Convertible Debt [Member] | Over-Allotment Option [Member] | |||
Debt Instrument, Redemption [Line Items] | |||
Convertible senior notes aggregate principal amount | $ 18,800 | ||
Convertible Debt, 2018 Issuance [Member] | |||
Debt Instrument, Redemption [Line Items] | |||
Proceeds from convertible senior notes | $ 127,700 | ||
Convertible senior notes conversion ratio | 0.0488496 | ||
Convertible Debt, 2018 Issuance [Member] | Convertible Debt [Member] | |||
Debt Instrument, Redemption [Line Items] | |||
Convertible senior notes interest rate per annum | 6.375% | ||
Convertible Debt, 2018 Issuance [Member] | Convertible Debt [Member] | Private Placement [Member] | |||
Debt Instrument, Redemption [Line Items] | |||
Convertible senior notes aggregate principal amount | $ 131,600 |
Commitments and Contingencies M
Commitments and Contingencies Management Agreement (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
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 | 3 |
Management agreement, termination fee period | 24 months |
Commitments and Contingencies U
Commitments and Contingencies Unfunded Commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Unfunded commitments | $ 588,697 | $ 626,155 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | Jun. 28, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
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 | $ 25,000 | $ 25,000 | $ 50,000 | $ 50,000 | |
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 |
Stockholders' Equity Common Sto
Stockholders' Equity Common Stock Rollforward (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2017 | Jun. 28, 2017 | Mar. 06, 2019 | Jun. 30, 2019 | Jun. 30, 2018 |
Class of Stock [Line Items] | |||||
Common stock issued during period (in shares) | 10,954,924 | ||||
Gross proceeds from issuance of common stock | $ 195,000 | ||||
Proceeds from issuance of common stock, net of offering costs | 181,900 | $ 130,200 | $ 207,405 | $ 0 | |
Issuance costs incurred in common stock offering | $ 13,100 | 1,600 | |||
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 | ||||
Increase (Decrease) in Common Stock Outstanding [Roll Forward] | |||||
Common shares outstanding at beginning of period (in shares) | 43,621,174 | 43,235,103 | |||
Common stock issued during period (in shares) | 10,954,924 | ||||
Restricted stock issued during period (in shares) | 277,107 | 221,131 | |||
Common shares outstanding at end of period (in shares) | 54,853,205 | 43,456,234 | |||
Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from issuance of common stock, net of offering costs | $ 19,500 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock issued during period (in shares) | 10,000,000 | 6,850,000 | |||
Price per share of common stock issued during the period (in usd per share) | $ 19.50 | ||||
Number of shares issued in exchange for acquisition of TH Commercial Holdings LLC (in shares) | 33,071,000 | ||||
Increase (Decrease) in Common Stock Outstanding [Roll Forward] | |||||
Common stock issued during period (in shares) | 10,000,000 | 6,850,000 | |||
Common shares outstanding at end of period (in shares) | 54,853,205 | ||||
Common Stock [Member] | Over-Allotment Option [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock issued during period (in shares) | 1,027,500 | ||||
Increase (Decrease) in Common Stock Outstanding [Roll Forward] | |||||
Common stock issued during period (in shares) | 1,027,500 |
Stockholders' Equity Schedule o
Stockholders' Equity Schedule of Common Dividends Declared (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Class of Stock [Line Items] | ||||||||
Dividends declared per common share (in usd per share) | $ 0.42 | $ 0.40 | $ 0.84 | $ 0.78 | ||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Declaration Date | Jun. 20, 2019 | Mar. 20, 2019 | Dec. 19, 2018 | Sep. 20, 2018 | Jun. 20, 2018 | Mar. 15, 2018 | ||
Record Date | Jul. 5, 2019 | Apr. 1, 2019 | Dec. 31, 2018 | Oct. 2, 2018 | Jul. 2, 2018 | Mar. 29, 2018 | ||
Payment Date | Jul. 19, 2019 | Apr. 18, 2019 | Jan. 18, 2019 | Oct. 18, 2018 | Jul. 18, 2018 | Apr. 18, 2018 | ||
Dividends declared per common share (in usd per share) | $ 0.42 | $ 0.42 | $ 0.42 | $ 0.42 | $ 0.40 | $ 0.38 |
Stockholders' Equity Share Repu
Stockholders' Equity Share Repurchase Program (Details) | Jun. 30, 2019shares |
Stockholders' Equity Attributable to Parent [Abstract] | |
Number of shares authorized to be repurchased under stock repurchase program (in shares) | 2,000,000 |
Stockholders' Equity At-the-Mar
Stockholders' Equity At-the-Market Offering (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | |
Class of Stock [Line Items] | |||
Number of shares authorized to be sold under equity distribution agreement (in shares) | 8,000,000 | 8,000,000 | |
Number of common shares issued under equity distribution agreement and outstanding as of period-end (in shares) | 3,242,364 | 3,242,364 | |
Accumulated proceeds from issuance of common shares under equity distribution agreement | $ 61,200 | $ 61,200 | |
Common stock issued during period (in shares) | 10,954,924 | ||
Issuance of common stock, net of offering costs | 50,177 | $ 157,228 | |
Management fee reimbursements for stock sold | $ 100 | $ 200 | |
At the Market Offering [Member] | |||
Class of Stock [Line Items] | |||
Common stock issued during period (in shares) | 2,663,095 | 3,077,424 | |
Issuance of common stock, net of offering costs | $ 50,300 | $ 58,100 |
Stockholders' Equity Schedule_2
Stockholders' Equity Schedule of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Unrealized gains | $ 32 | $ 0 |
Unrealized losses | 0 | (192) |
Accumulated other comprehensive income | $ 32 | $ (192) |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of restricted common shares reserved for issuance under equity incentive plan (in shares) | 3,242,306 | |
Maximum number of shares that an individual may be granted as a proportion of outstanding common stock | 9.80% | |
Number of restricted common shares granted during period under equity incentive plan (in shares) | 277,107 | 221,131 |
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.31 | $ 17.38 |
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) | 18,189 | 19,175 |
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.24 | $ 17.86 |
Award vesting period of restricted common shares granted during period under equity incentive plan | 1 year | |
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) | 258,918 | 201,956 |
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.31 | $ 17.33 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Number of nonvested restricted common shares outstanding at beginning of period (in shares) | 321,134 | 150,000 | ||
Weighted average grant date fair value of nonvested restricted common shares outstanding at beginning of period (in usd per share) | $ 18.04 | $ 19.50 | ||
Number of restricted common shares granted during period under equity incentive plan (in shares) | 277,107 | 221,131 | ||
Weighted average grant date fair value of restricted common shares granted during period under equity incentive plan (in usd per share) | $ 19.31 | $ 17.38 | ||
Number of restricted common shares vested during period (in shares) | (136,870) | (49,997) | ||
Weighted average grant date fair value of restricted common shares vested during period (in usd per share) | $ (18.20) | $ (19.50) | ||
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) | 461,371 | 321,134 | 461,371 | 321,134 |
Weighted average grant date fair value of nonvested restricted common shares outstanding at end of period (in usd per share) | $ 18.75 | $ 18.04 | $ 18.75 | $ 18.04 |
Equity based compensation | $ 1,300 | $ 1,200 | $ 2,400 | $ 1,900 |
Income Taxes (Details)
Income Taxes (Details) | Jun. 30, 2019 |
Income Tax Disclosure [Abstract] | |
Percentage of REIT taxable income the company currently intends to distribute | 100.00% |
Components of Income Tax Expens
Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Current federal tax benefit | $ 0 | $ 0 | $ 0 | $ (1) |
Current state tax provision | 0 | 0 | 0 | 2 |
Total current tax provision | 0 | 0 | 0 | 1 |
Deferred tax (benefit) | (2) | (2) | (3) | (2) |
Total (benefit from) provision for income taxes | $ (2) | $ (2) | $ (3) | $ (1) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income attributable to common stockholders - basic | $ 18,152 | $ 15,202 | $ 35,096 | $ 29,763 |
Interest expense attributable to convertible notes | 4,474 | 2,198 | 0 | 4,369 |
Net income attributable to common stockholders - diluted | $ 22,626 | $ 17,400 | $ 35,096 | $ 34,132 |
Weighted average common shares outstanding (in shares) | 53,446,531 | 43,090,048 | 50,810,687 | 43,087,589 |
Weighted average restricted stock shares (in shares) | 507,103 | 356,915 | 481,631 | 323,207 |
Basic weighted average shares outstanding (in shares) | 53,953,634 | 43,446,963 | 51,292,318 | 43,410,796 |
Effect of dilutive shares issued in an assumed conversion of the convertible senior notes (in shares) | 13,670,761 | 7,187,500 | 0 | 7,187,500 |
Diluted weighted average shares outstanding (in shares) | 67,624,395 | 50,634,463 | 51,292,318 | 50,598,296 |
Basic earnings per weighted average common share (in usd per share) | $ 0.34 | $ 0.35 | $ 0.68 | $ 0.69 |
Diluted earnings per weighted average common share (in usd per share) | $ 0.33 | $ 0.34 | $ 0.68 | $ 0.67 |
Interest expense attributable to antidilutive convertible notes excluded from computation of earnings per share | $ 9,000 | |||
Antidilutive convertible notes excluded from computation of earnings per share (in shares) | 13,663,006 |
Schedule of Related Party Trans
Schedule of Related Party Transactions, by Related Party (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transactions [Abstract] | ||||
Percent per annum of equity used to calculate management fees | 1.50% | |||
Management fees | $ 3,763 | $ 3,114 | $ 7,212 | $ 6,323 |
Incentive fees | 0 | 0 | 244 | 0 |
Direct and allocated costs incurred by manager | 1,700 | 1,500 | $ 8,300 | 5,200 |
Cost incurred by manager per share issued | $ 0.20 | |||
Equity based compensation | $ 1,300 | $ 1,200 | $ 2,400 | $ 1,900 |