TPG RE Finance Trust, Inc. [TRTX] Filings

10-Q 1 trtx-20220930.htm 10-Q trtx-20220930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________

FORM 10-Q

_______________________________________________________________________

(Mark One)


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

For the quarterly period ended September 30, 2022


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

For the transition period from ________ to ________

Commission file number 001-38156

____________________________________

TPG RE Finance Trust, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________________


Maryland						36-4796967
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

888 Seventh Avenue, 35th Floor

New York, New York 10106

(Address of principal executive offices) (Zip Code)

(212) 601-4700

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

TRTX

New York Stock Exchange

6.25% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share

TRTX PRC

New York Stock Exchange

_______________________________________________________________________

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

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

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


Large Accelerated Filer	x	Accelerated Filer	o
Non-accelerated Filer	o	Smaller Reporting Company	o
Emerging Growth Company	o

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

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

As of October 28, 2022, there were 77,406,620 shares of the registrant’s common stock, $0.001 par value per share, outstanding.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “should,” “seek,” “approximately,” “predict,” “intend,” “will,” “plan,” “estimate,” “anticipate,” the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. By their nature, forward-looking statements speak only as of the date they are made, are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will occur or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this Form 10-Q. Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2022, as such risk factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Such risks, uncertainties and other factors include, but are not limited to, the following:

•the general political, economic, regulatory, competitive and other conditions in the markets in which we invest;

•the level and volatility of prevailing interest rates and credit spreads, including as a result of the planned discontinuance of LIBOR and the transition to alternative reference rates such as term or compounded Secured Overnight Financing Rate ("SOFR"); adverse changes in the real estate and real estate capital markets;

•general volatility of the securities markets in which we participate;

•changes in our business, investment strategies or target assets;

•difficulty in obtaining financing or raising capital;

•reductions in the yield on our investments and increases in the cost of our financing;

•events giving rise to increases in our current expected credit loss reserve;

•adverse legislative or regulatory developments, including with respect to tax laws, securities laws and the laws governing financing and lending institutions;

•acts of God such as hurricanes, floods, earthquakes, wildfires, mudslides, volcanic eruptions, and other natural disasters, acts of war and/or terrorism and other events that may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments;

•global economic trends and economic conditions, including heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, labor shortages, currency fluctuations and challenges in global supply chains;

•higher interest rates imposed by the Federal Reserve may lead to a decrease in prepayment speeds and an increase in the number of borrowers who exercise extension options, which could extend beyond the term of certain secured financing agreements we use to finance our loan investments;

•the ongoing impact of the COVID-19 pandemic on our business, U.S. and global economies, the real estate industry and our borrowers, and the performance of the properties securing our loans;

•reduced demand for office space, including as a result of the COVID-19 pandemic and/or hybrid work schedules which allow work from remote locations other than the employer's office premises;

•changes in the availability of attractive loan and other investment opportunities, whether they are due to competition, regulation or otherwise;

•deterioration in the performance of properties securing our investments that may cause deterioration in the performance of our investments, adversely impact certain of our financing arrangements and our liquidity, and potentially expose us to principal losses on our investments;

•defaults by borrowers in paying debt service or principal on outstanding indebtedness;

•the adequacy of collateral securing our investments and declines in the fair value of our investments;

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•adverse developments in the availability of desirable investment opportunities, whether due to competition, regulation or otherwise;

•difficulty or delays in redeploying the proceeds from repayments of our existing investments;

•increased competition from entities engaged in mortgage lending and/or investing in our target assets;

•difficulty in successfully managing our growth, including integrating new assets into our existing systems;

•the cost of operating our platform, including, but not limited to, the cost of operating a real estate investment platform and the cost of operating as a publicly traded company;

•the availability of qualified personnel and our relationship with our Manager;

•the potential unavailability of the London Interbank Offered Rate (“LIBOR”) after June 30, 2023;

•conflicts with TPG and its affiliates, including our Manager, the personnel of TPG providing services to us, including our officers, and certain funds managed by TPG;

•our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes and our ability to maintain our exemption or exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and

•authoritative U.S. generally accepted accounting principles (or “GAAP”) or policy changes from standard-setting bodies such as the Financial Accounting Standards Board (“FASB”), the SEC, the Internal Revenue Service (“IRS”), the New York Stock Exchange (“NYSE”) and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business.

There may be other risks, uncertainties or factors that may cause our actual results to differ materially from the forward-looking statements, including risks, uncertainties, and factors disclosed under the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks, uncertainties and other factors.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements in this Form 10-Q apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this Form 10-Q and in other filings we make with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

In this quarterly report, except where the context requires otherwise:

•“Company,” “we,” “us,” and “our” refer to TPG RE Finance Trust, Inc., a Maryland corporation and, where applicable, its subsidiaries.

•“Manager” refers to our external manager, TPG RE Finance Trust Management, L.P., a Delaware limited partnership.

•“TPG” refers to TPG Inc., a Delaware corporation (previously TPG Global, LLC, a Delaware limited liability company), and its affiliates.

•“TPG Fund” refers to any partnership or other pooled investment vehicle, separate account, fund-of-one or any similar arrangement or investment program sponsored, advised or managed (including on a subadvisory basis) by TPG, whether currently in existence or subsequently established (in each case, including any related alternative investment vehicle, parallel or feeder investment vehicle, co-investment vehicle and any entity formed in connection therewith, including any entity formed for investments by TPG and its affiliates in any such vehicle, whether invested as a limited partner or through general partner investments).

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TABLE OF CONTENTS


Part I. Financial Information		1

Item 1.	Financial Statements	1

	Consolidated Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1

	Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited) for the Three and Nine Months ended September 30, 2022 and September 30, 2021	2

	Consolidated Statements of Changes in Equity (unaudited) for the Three and Nine Months ended September 30, 2022 and September 30, 2021	3

	Consolidated Statements of Cash Flows (unaudited) for the Nine Months ended September 30, 2022 and September 30, 2021	4

	Notes to the Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	76

Item 4.	Controls and Procedures	78

Part II. Other Information		79

Item 1.	Legal Proceedings	79

Item 1A.	Risk Factors	79

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	79

Item 3.	Defaults Upon Senior Securities	79

Item 4.	Mine Safety Disclosures	79

Item 5.	Other Information	79

Item 6.	Exhibits	80

Signatures		81

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Part I. Financial Information

Item 1. Financial Statements

TPG RE Finance Trust, Inc.

Consolidated Balance Sheets (Unaudited)

(dollars in thousands, except share data)


	September 30, 2022		December 31, 2021
Assets(1)
Cash and cash equivalents	$	236,094	$	260,635
Restricted cash	484		404
Accounts receivable	474		12
Collateralized loan obligation proceeds held at trustee	286,621		204
Accounts receivable from servicer/trustee	12,315		176
Accrued interest and fees receivable	35,410		26,620
Loans held for investment	5,301,804		4,909,202
Allowance for credit losses	(210,547)		(41,999)
Loans held for investment, net	5,091,257		4,867,203
Real estate owned	—		60,622
Other assets	983		2,144
Total assets	$	5,663,638	$	5,218,020
Liabilities and stockholders’ equity(1)
Liabilities
Accrued interest payable	$	7,687	$	2,723
Accrued expenses and other liabilities	24,283		11,563
Collateralized loan obligations, net	2,456,668		2,545,691
Secured financing agreements, net	1,283,469		1,162,206
Asset-specific financings, net	558,867		—
Payable to affiliates	5,906		5,609
Deferred revenue	1,653		1,366
Dividends payable	18,711		24,156
Total liabilities	4,357,244		3,753,314
Commitments and contingencies - see Note 14


Permanent equity
Series A preferred stock ($0.001 par value per share; 100,000,000 and 100,000,000 shares authorized; 125 and 125 shares issued and outstanding, respectively) ($125 aggregate liquidation preference)	—		—
Series C preferred stock ($0.001 par value per share; 8,050,000 shares authorized; 8,050,000 and 8,050,000 shares issued and outstanding, respectively) ($201,250 aggregate liquidation preference)	8		8
Common stock ($0.001 par value per share; 302,500,000 and 302,500,000 shares authorized, respectively; 77,406,620 and 77,183,892 shares issued and outstanding, respectively)	77		77
Additional paid-in-capital	1,715,412		1,711,886
Accumulated deficit	(409,103)		(247,265)
Total stockholders' equity	1,306,394		1,464,706
Total permanent equity	1,306,394		1,464,706
Total liabilities and stockholders' equity	$	5,663,638	$	5,218,020

________________________

(1)The Company’s consolidated Total Assets and Total Liabilities as of September 30, 2022 include assets and liabilities of variable interest entities (“VIEs”) of $3.0 billion and $2.5 billion, respectively. The Company’s consolidated Total Assets and Total Liabilities as of December 31, 2021 include assets and liabilities of VIEs of $3.2 billion and $2.6 billion, respectively. These assets can be used only to satisfy obligations of the VIEs, and creditors of the VIEs have recourse only to these assets, and not to TPG RE Finance Trust, Inc. See Note 5 to the Consolidated Financial Statements for details.

See accompanying notes to the Consolidated Financial Statements

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TPG RE Finance Trust, Inc.

Consolidated Statements of Income (Loss)

and Comprehensive Income (Loss) (Unaudited)

(dollars in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Interest income and interest expense
Interest income	$	75,497	$	59,984	$	202,535	$	180,048
Interest expense	(45,072)		(20,979)		(95,581)		(63,286)
Net interest income	30,425		39,005		106,954		116,762
Other revenue
Other income, net	1,362		97		2,009		350
Total other revenue	1,362		97		2,009		350
Other expenses
Professional fees	1,074		1,044		3,370		3,380
General and administrative	1,197		1,173		3,315		3,285
Stock compensation expense	932		1,250		3,526		4,099
Servicing and asset management fees	494		462		1,481		1,117
Management fee	5,906		5,473		17,471		15,910
Incentive management fee	—		—		5,183		—
Total other expenses	9,603		9,402		34,346		27,791

Gain on sale of real estate owned, net	—		—		13,291		—
Credit loss (expense) benefit, net	(136,666)		(139)		(183,840)		5,751
(Loss) income before income taxes	(114,482)		29,561		(95,932)		95,072
Income tax expense, net	(125)		(236)		(328)		(1,400)
Net (loss) income	$	(114,607)	$	29,325	$	(96,260)	$	93,672
Preferred stock dividends and participating securities' share in earnings	(3,307)		(3,279)		(10,026)		(16,497)
Series B Preferred Stock redemption make-whole payment	—		—		—		(22,485)
Series B Preferred Stock accretion, including allocated Warrant fair value and transaction costs	—		—		—		(25,449)
Net (loss) income attributable to common stockholders - see Note 11	$	(117,914)	$	26,046	$	(106,286)	$	29,241
(Loss) earnings per common share, basic	$	(1.52)	$	0.34	$	(1.38)	$	0.38
(Loss) earnings per common share, diluted	$	(1.52)	$	0.32	$	(1.38)	$	0.36
Weighted average number of common shares outstanding
Basic:	77,403,487		77,060,225		77,259,382		76,952,306
Diluted:	77,403,487		82,028,975		77,259,382		81,575,257
Other comprehensive income (loss)
Net (loss) income	$	(114,607)	$	29,325	$	(96,260)	$	93,672

Comprehensive net (loss) income	$	(114,607)	$	29,325	$	(96,260)	$	93,672

See accompanying notes to the Consolidated Financial Statements

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TPG RE Finance Trust, Inc.

Consolidated Statements of

Changes in Equity (Unaudited)

(dollars in thousands, except share and per share data)


	Permanent equity
	Series A Preferred Stock			Series C Preferred Stock			Common Stock
	Shares	Par value		Shares	Par value		Shares	Par value		Additional paid-in-capital		Accumulated deficit		Total stockholders' equity
January 1, 2022	125	$	—	8,050,000	$	8	77,183,892	$	77	$	1,711,886	$	(247,265)	$	1,464,706
Issuance of common stock	—	—		—	—		1,953	—		—		—		—
Amortization of stock compensation expense	—	—		—	—		—	—		1,266		—		1,266
Net income	—	—		—	—		—	—		—		23,781		23,781
Dividends on preferred stock	—	—		—	—		—	—		—		(3,148)		(3,148)
Dividends on common stock (dividends declared per share of $0.24)	—	—		—	—		—	—		—		(18,697)		(18,697)
March 31, 2022	125	$	—	8,050,000	$	8	77,185,845	$	77	$	1,713,152	$	(245,329)	$	1,467,908
Issuance of common stock	—	—		—	—		217,536	—		—		—		—
Amortization of stock compensation expense	—	—		—	—		—	—		1,328		—		1,328
Net loss	—	—		—	—		—	—		—		(5,434)		(5,434)
Dividends on preferred stock	—	—		—	—		—	—		—		(3,148)		(3,148)
Dividends on common stock (dividends declared per share of $0.24)	—	—		—	—		—	—		—		(18,726)		(18,726)
June 30, 2022	125	$	—	8,050,000	$	8	77,403,381	$	77	$	1,714,480	$	(272,637)	$	1,441,928
Issuance of common stock	—	—		—	—		3,239	—		—		—		—
Amortization of stock compensation expense	—	—		—	—		—	—		932		—		932
Net loss	—	—		—	—		—	—		—		(114,607)		(114,607)
Dividends on preferred stock	—	—		—	—		—	—		—		(3,148)		(3,148)
Dividends on common stock (dividends declared per share of $0.24)	—	—		—	—		—	—		—		(18,711)		(18,711)
September 30, 2022	125	$	—	8,050,000	$	8	77,406,620	$	77	$	1,715,412	$	(409,103)	$	1,306,394

TPG RE Finance Trust, Inc.

Consolidated Statements of

Changes in Equity (Unaudited)

(dollars in thousands, except share and per share data)


	Permanent equity															Temporary equity
	Series A Preferred Stock			Series C Preferred Stock			Common Stock
	Shares	Par value		Shares	Par value		Shares	Par value		Additional paid-in-capital		Accumulated deficit		Total stockholders' equity		Series B Preferred Stock
January 1, 2021	125	$	—	—	$	—	76,787,006	$	77	$	1,559,681	$	(292,858)	$	1,266,900	$	199,551
Issuance of common stock	—	—		—	—		110,096	—		—		—		—		—
Amortization of stock compensation expense	—	—		—	—		—	—		1,456		—		1,456		—
Net income	—	—		—	—		—	—		—		31,955		31,955		—
Dividends on preferred stock	—	—		—	—		—	—		—		(6,124)		(6,124)		—
Series B Preferred Stock accretion, including allocated Warrant fair value and transaction costs	—	—		—	—		—	—		(1,452)		—		(1,452)		1,452
Dividends on common stock (dividends declared per share of $0.20)	—	—		—	—		—	—		—		(15,507)		(15,507)		—
March 31, 2021	125	$	—	—	$	—	76,897,102	$	77	$	1,559,685	$	(282,534)	$	1,277,228	$	201,003
Issuance of common stock	—	—		—	—		192,023	—		—		—		—		—
Issuance of Series C Preferred Stock	—	—		8,050,000	8		—	—		201,242		—		201,250		—
Equity Issuance, Shelf Registration, and Equity Distribution Agreement transaction costs	—	—		—	—		—	—		(6,866)		—		(6,866)		—
Amortization of stock compensation expense	—	—		—	—		—	—		1,393		—		1,393		—
Net income	—	—		—	—		—	—		—		32,391		32,391		—
Dividends on preferred stock	—	—		—	—		—	—		—		(6,214)		(6,214)		—
Series B Preferred Stock redemption at par value	—	—		—	—		—	—		—		—		—		(225,000)
Series B Preferred Stock redemption make-whole payment	—	—		—	—		—	—		(22,485)		—		(22,485)		—
Series B Preferred Stock accretion and write-off of discount, including allocated Warrant fair value and transaction costs	—	—		—	—		—	—		(23,997)		—		(23,997)		23,997
Dividends on common stock (dividends declared per share of $0.20)	—	—		—	—		—	—		—		(15,509)		(15,509)		—
June 30, 2021	125	$	—	8,050,000	$	8	77,089,125	$	77	$	1,708,972	$	(271,866)	$	1,437,191	$	—
Issuance of common stock	—	—		—	—		1,783	—		—		—		—		—
Retirement of common stock	—	—		—	—		(42,942)	—		—		—		—		—
Amortization of stock compensation expense	—	—		—	—		—	—		1,250		—		1,250		—
Net income	—	—		—	—		—	—		—		29,325		29,325		—
Dividends on preferred stock	—	—		—	—		—	—		—		(3,708)		(3,708)		—
Dividends on common stock (dividends declared per share of $0.24)	—	—		—	—		—	—		—		(18,591)		(18,591)		—
September 30, 2021	125	$	—	8,050,000	$	8	77,047,966	$	77	$	1,710,222	$	(264,840)	$	1,445,467	$	—

See accompanying notes to the Consolidated Financial Statements

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TPG RE Finance Trust, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(dollars in thousands)


	Nine Months Ended September 30,
	2022		2021
Cash flows from operating activities:
Net (loss) income	$	(96,260)	$	93,672
Adjustment to reconcile net (loss) income to net cash flows from operating activities:
Amortization and accretion of premiums, discounts and loan origination fees, net	(5,266)		(5,448)
Amortization of deferred financing costs	10,637		11,258
Decrease of accrued capitalized interest	613		1,209
Gain on sale of real estate owned, net	(13,291)		—
Stock compensation expense	3,526		4,099
Increase (decrease) of allowance for credit losses, net (see Note 3)	183,840		(5,751)
Cash flows due to changes in operating assets and liabilities:
Accounts receivable	(312)		768
Accrued interest receivable	(9,091)		(1,021)
Accrued expenses and other liabilities	1,435		(4,095)
Accrued interest payable	4,964		33
Payable to affiliates	297		(98)
Deferred revenue	287		(484)
Other assets	1,161

TPG RE Finance Trust, Inc. [TRTX] Filings

TPG RE Finance Trust, Inc. [TRTX-PC] Filings