8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2022-08-04 For: 2022-08-04
View Original
Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2022

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-34436 27-0247747
(State or other jurisdiction <br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
591 West Putnam Avenue<br><br>Greenwich, CT 06830
--- ---
(Address of principal (Zip Code)
executive offices)

Registrant’s telephone number,including area code:(203) 422-7700

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.01 par value per share STWD New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2022, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit<br><br>Number Description
99.1 Press Release, datedAugust4, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, datedAugust4, 2022

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 4, 2022 STARWOOD PROPERTY TRUST, INC.
By: /s/ ANDREW J. SOSSEN
Name: Andrew J. Sossen
Title: Chief Operating Officer

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Exhibit 99.1

For Immediate Release

Starwood Property Trust Reports Results for

Quarter Ended June 30, 2022

– Quarterly GAAP Earnings of $0.67 and Distributable Earnings (DE) of $0.51 per Diluted Share –

– $3.8 Billion of Investment Activity, Including $2.2 Billion in Commercial Lending –

– Undepreciated Book Value Increased 26% Year-over-Year to $21.51 -

– Paid Dividend of $0.48 per Share –

GREENWICH, Conn., August 4, 2022 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended June 30, 2022. The Company’s second quarter 2022 GAAP net income was $212.3 million, or $0.67 per diluted share, and Distributable Earnings (a non-GAAP financial measure) was $162.5 million, or $0.51 per diluted share. GAAP net income reflects unrealized increases in fair value of the Woodstar Fund’s affordable housing investments, net of non-controlling interests. It also reflects unrealized reductions in the fair value of residential lending investments, which together resulted in a net increase to undepreciated book value in the quarter of $0.25(*).

“Our diversified platform delivered strong performance this quarter despite a turbulent equity and credit market backdrop. We closed on nearly $4 billion of new investments, growing our portfolio to a record of $27 billion. Book value increased again this quarter, driven in large part by our affordable housing assets which appreciated due to continued robust rent growth. Today, our commercial loan portfolio LTV stands at just 61%, a major cushion to possible adverse movements in equity cap rates, and is 99% floating rate, providing upside to higher rates. Moreover, the commercial loan book has dramatically changed in its constitution, from 13% in the resilient multifamily sector pre-COVID to more than one third multifamily at quarter end. Similarly, the proportion of loans in the more challenged office asset class has dropped from almost 40% to roughly half that today,” stated Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

“There are great opportunities for our enterprise as the banks take steps back from the lending market but we must be, as we have through each cycle since we created STWD in 2009, careful to balance growth against a cushion that is prudent in this volatile and uncertain world right now. In addition to our available funds, we believe we can access incremental capital through partial or full sales of our owned property assets or obtaining leverage on our unencumbered asset portfolio. As we always do, we will continue to balance growth and liquidity preservation for the remainder of the year,” added Jeffrey DiModica, President of Starwood Property Trust.

(*) These fair values represent estimates and are subject to change. The fair value of the Woodstar Fund’s investments is an estimate that is subject to future increases or decreases as property values are affected by, among other things, the availability of capital, occupancy rates, rental rates and interest and inflation rates. Similarly, residential lending investments are impacted by changes in interest rates and credit spreads, which could cause increases or decreases to fair value.

Supplemental Schedules

The Company has published supplemental earnings schedules on its website in order to provide additional disclosure and financial information for the benefit of the Company’s stakeholders. Specifically, these materials can be found on the Company’s website in the Investor Relations section under “Quarterly Results” at www.starwoodpropertytrust.com.

Webcast and Conference Call Information

The Company will host a live webcast and conference call on Thursday, August 4, 2022, at 10:00 a.m. Eastern Time.  To listen to a live broadcast, access the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. The webcast is available at www.starwoodpropertytrust.com in the Investor Relations section of the website. The Company encourages use of the webcast due to potential extended wait times to access the conference call via dial-in.

To Participate via Telephone Conference Call:

Dial in at least 15 minutes prior to start time.

Domestic: 1-877-407-9039

International: 1-201-689-8470

Conference Call Playback:

Domestic: 1-844-512-2921

International: 1-412-317-6671

Passcode: 13730650

The playback can be accessed through August 11, 2022.

About Starwood Property Trust, Inc.

Starwood Property Trust (NYSE: STWD) is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. An affiliate of global private investment firm Starwood Capital Group, the Company has successfully deployed over $91 billion of capital since inception and manages a portfolio of $27 billion across debt and equity investments. Starwood Property Trust’s investment objective is to generate attractive and stable returns for shareholders, primarily through dividends, by leveraging a premiere global organization to identify and execute on the best risk adjusted returning investments across its target assets. Additional information can be found at www.starwoodpropertytrust.com.

Forward-Looking Statements

Statements in this press release which are not historical fact may be deemed 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.  Forward-looking statements are developed by combining currently available information with our beliefs and assumptions and are generally identified by the words “believe,” “expect,” “anticipate” and other similar expressions.  Although Starwood Property Trust, Inc. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained.  Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the severity and duration of economic disruption caused by the COVID-19 global pandemic (including the emergence of new strains of the virus), completion of pending investments and financings, continued ability to acquire additional investments, competition within the finance and real estate industries, availability of financing and other risks detailed under the heading “Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as well as other risks and uncertainties set forth from time to time in the Company’s reports filed with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022.

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained herein will in fact occur. Except to the extent required by applicable law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise.

Additional information can be found on the Company’s website at www.starwoodpropertytrust.com.

Contact: Zachary Tanenbaum

Starwood Property Trust

Phone: 203-422-7788

Email: ztanenbaum@starwood.com

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the three months ended June 30, 2022

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Revenues:
Interest income from loans $ 227,555 $ 30,096 $ $ 3,499 $ $ 261,150 $ $ 261,150
Interest income from investment securities 22,591 1,173 20,990 44,754 (29,448) 15,306
Servicing fees 142 15,616 15,758 (3,205) 12,553
Rental income 1,044 22,628 7,852 31,524 31,524
Other revenues 61 90 48 4,854 3 5,056 (3) 5,053
Total revenues 251,393 31,359 22,676 52,811 3 358,242 (32,656) 325,586
Costs and expenses:
Management fees 254 31,370 31,624 31,624
Interest expense 88,226 15,001 7,074 6,391 36,142 152,834 (216) 152,618
General and administrative 11,845 3,631 975 23,114 5,342 44,907 98 45,005
Acquisition and investment pursuit costs 738 2 (223) 517 517
Costs of rental operations 1,826 5,216 3,556 10,598 10,598
Depreciation and amortization 1,183 104 8,179 2,774 12,240 12,240
Credit loss provision, net 7,925 513 8,438 8,438
Other expense 1,251 7 1,258 1,258
Total costs and expenses 113,248 19,249 21,446 35,619 72,854 262,416 (118) 262,298
Other income (loss):
Change in net assets related to consolidated VIEs 8,373 8,373
Change in fair value of servicing rights 543 543 (908) (365)
Change in fair value of investment securities, net (19,312) (8,150) (27,462) 26,217 (1,245)
Change in fair value of mortgage loans, net (121,356) 7,876 (113,480) (113,480)
Income from affordable housing fund investments 307,165 307,165 307,165
Earnings (loss) from unconsolidated entities 2,786 394 1,748 4,928 (1,063) 3,865
Gain on sale of investments and other assets, net 138 138 138
Gain (loss) on derivative financial instruments, net 127,140 265 5,354 9,007 (13,183) 128,583 128,583
Foreign currency (loss) gain, net (78,331) (289) 18 (78,602) (78,602)
Other loss, net (33,809) (33,809) (33,809)
Total other income (loss) (122,744) 370 312,537 11,024 (13,183) 188,004 32,619 220,623
Income (loss) before income taxes 15,401 12,480 313,767 28,216 (86,034) 283,830 81 283,911
Income tax (provision) benefit (557) 1 (1,650) (2,206) (2,206)
Net income (loss) 14,844 12,481 313,767 26,566 (86,034) 281,624 81 281,705
Net income attributable to non-controlling interests (4) (67,482) (1,851) (69,337) (81) (69,418)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 14,840 $ 12,481 $ 246,285 $ 24,715 $ (86,034) $ 212,287 $ $ 212,287

Definition of Distributable Earnings

Distributable Earnings, a non-GAAP financial measure, is used to compute the Company’s incentive fees to its external manager and is an appropriate supplemental disclosure for a mortgage REIT. For the Company’s purposes, Distributable Earnings is defined as GAAP net income (loss) excluding non-cash equity compensation expense, the incentive fee due to the Company’s external manager, acquisition costs from successful acquisitions, depreciation and amortization of real estate and associated intangibles and any unrealized gains, losses or other non-cash items recorded in net income for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income and, to the extent deducted from net income (loss), distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein. The amount is adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash adjustments as determined by the Company’s external manager and approved by a majority of the Company’s independent directors.

Reconciliation of Net Income to Distributable Earnings

For the three months ended June 30, 2022

(Amounts in thousands except per share data)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. $ 14,840 $ 12,481 $ 246,285 $ 24,715 $ (86,034) $ 212,287
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 4,691 4,691
Non-controlling interests attributable to unrealized gains/losses 60,043 (1,910) 58,133
Non-cash equity compensation expense 2,036 345 76 1,424 6,026 9,907
Management incentive fee 5,271 5,271
Acquisition and investment pursuit costs (39) (82) (121)
Depreciation and amortization 1,229 96 8,250 2,895 12,470
Interest income adjustment for securities 2,573 3,723 6,296
Extinguishment of debt, net (247) (247)
Other non-cash items 32,666 336 80 33,082
Reversal of GAAP unrealized (gains) / losses on:
Loans 121,356 (7,876) 113,480
Credit loss provision, net 7,925 513 8,438
Securities 19,312 8,150 27,462
Woodstar Fund investments (307,165) (307,165)
Derivatives (130,811) (290) (6,108) (9,818) 15,693 (131,334)
Foreign currency 78,331 289 (18) 78,602
Earnings from unconsolidated entities (2,786) (394) (1,748) (4,928)
Recognition of Distributable realized gains / (losses) on:
Loans (36,343) 7,753 (28,590)
Securities (333) (4,413) (4,746)
Woodstar Fund investments 15,175 15,175
Derivatives 42,576 (34) 8,247 50,789
Foreign currency (2,117) (31) 18 (2,130)
Earnings from unconsolidated entities 2,903 394 2,375 5,672
Distributable Earnings (Loss) $ 153,318 $ 13,403 $ 21,467 $ 33,597 $ (59,291) $ 162,494
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 0.48 $ 0.04 $ 0.07 $ 0.11 $ (0.19) $ 0.51

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the six months ended June 30, 2022

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Revenues:
Interest income from loans $ 430,025 $ 57,079 $ $ 7,665 $ $ 494,769 $ $ 494,769
Interest income from investment securities 43,427 1,920 48,379 93,726 (64,437) 29,289
Servicing fees 278 29,687 29,965 (7,420) 22,545
Rental income 2,730 44,993 15,381 63,104 63,104
Other revenues 113 158 98 9,508 3 9,880 (9) 9,871
Total revenues 476,573 59,157 45,091 110,620 3 691,444 (71,866) 619,578
Costs and expenses:
Management fees 531 86,388 86,919 86,919
Interest expense 156,828 26,931 13,155 12,601 69,984 279,499 (430) 279,069
General and administrative 23,447 7,142 2,031 46,557 9,970 89,147 179 89,326
Acquisition and investment pursuit costs 1,237 1 7 (306) 939 939
Costs of rental operations 2,345 10,217 7,326 19,888 19,888
Depreciation and amortization 1,477 209 16,398 5,803 23,887 23,887
Credit loss provision, net 4,626 154 4,780 4,780
Other expense 1,251 55 7 1,313 1,313
Total costs and expenses 191,742 34,437 41,863 71,988 166,342 506,372 (251) 506,121
Other income (loss):
Change in net assets related to consolidated VIEs 35,122 35,122
Change in fair value of servicing rights 326 326 393 719
Change in fair value of investment securities, net (21,417) (17,441) (38,858) 37,258 (1,600)
Change in fair value of mortgage loans, net (237,584) (1,679) (239,263) (239,263)
Income from affordable housing fund investments 541,206 541,206 541,206
Earnings (loss) from unconsolidated entities 1,446 739 1,899 4,084 (1,129) 2,955
Gain on sale of investments and other assets, net 86,748 11,858 98,606 98,606
Gain (loss) on derivative financial instruments, net 245,535 897 22,900 36,870 (50,351) 255,851 255,851
Foreign currency (loss) gain, net (105,585) (317) 19 (105,883) (105,883)
Loss on extinguishment of debt (206) (469) (148) (823) (823)
Other (loss) income, net (34,597) (34,597) 25 (34,572)
Total other income (loss) (65,660) 850 564,125 31,685 (50,351) 480,649 71,669 552,318
Income (loss) before income taxes 219,171 25,570 567,353 70,317 (216,690) 665,721 54 665,775
Income tax benefit (provision) 4,583 5 (4,344) 244 244
Net income (loss) 223,754 25,575 567,353 65,973 (216,690) 665,965 54 666,019
Net income attributable to non-controlling interests (7) (119,893) (9,179) (129,079) (54) (129,133)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 223,747 $ 25,575 $ 447,460 $ 56,794 $ (216,690) $ 536,886 $ $ 536,886

Reconciliation of Net Income to Distributable Earnings

For the six months ended June 30, 2022

(Amounts in thousands except per share data)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. $ 223,747 $ 25,575 $ 447,460 $ 56,794 $ (216,690) $ 536,886
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 9,382 9,382
Non-controlling interests attributable to unrealized gains/losses 104,945 646 105,591
Non-cash equity compensation expense 4,453 642 134 2,699 12,072 20,000
Management incentive fee 34,226 34,226
Acquisition and investment pursuit costs (337) (160) (169) (666)
Depreciation and amortization 1,463 191 16,542 6,047 24,243
Interest income adjustment for securities 5,063 2,015 7,078
Extinguishment of debt, net (493) (493)
Income tax (provision) benefit associated with realized (gains) losses
Other non-cash items 32,669 792 202 33,663
Reversal of GAAP unrealized (gains) / losses on:
Loans 237,584 1,679 239,263
Credit loss provision, net 4,626 154 4,780
Securities 21,417 17,441 38,858
Woodstar Fund investments (541,206) (541,206)
Derivatives (251,983) (975) (25,278) (38,907) 56,466 (260,677)
Foreign currency 105,585 317 (19) 105,883
Earnings from unconsolidated entities (1,446) (739) (1,899) (4,084)
Sales of properties (86,610) (11,858) (98,468)
Recognition of Distributable realized gains / (losses) on:
Loans (72,551) (2,808) (75,359)
Securities (3,101) (4,387) (7,488)
Woodstar Fund investments 30,834 30,834
Derivatives 79,469 (69) 32,886 112,286
Foreign currency (2,295) 81 19 (2,195)
Earnings from unconsolidated entities 1,664 739 2,845 5,248
Sales of properties 84,738 177 84,915
Distributable Earnings (Loss) $ 384,155 $ 25,985 $ 43,376 $ 63,403 $ (114,419) $ 402,500
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 1.21 $ 0.08 $ 0.14 $ 0.20 $ (0.36) $ 1.27

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of June 30, 2022

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Assets:
Cash and cash equivalents $ 67,812 $ 26,325 $ 27,926 $ 27,863 $ 120,192 $ 270,118 $ 2,056 $ 272,174
Restricted cash 2,889 38,835 958 10,011 11,939 64,632 64,632
Loans held-for-investment, net 15,623,041 2,263,006 9,742 17,895,789 17,895,789
Loans held-for-sale 2,195,953 40,694 2,236,647 2,236,647
Investment securities 1,338,195 67,336 1,210,361 2,615,892 (1,702,532) 913,360
Properties, net 215,099 874,119 136,761 1,225,979 1,225,979
Investments of consolidated affordable housing fund 1,558,850 1,558,850 1,558,850
Investments in unconsolidated entities 38,612 27,454 35,246 101,312 (15,802) 85,510
Goodwill 119,409 140,437 259,846 259,846
Intangible assets 14,948 32,050 69,691 116,689 (41,725) 74,964
Derivative assets 126,546 232 371 1,578 128,727 128,727
Accrued interest receivable 117,918 4,941 14 1,118 7,827 131,818 (158) 131,660
Other assets 126,936 6,952 66,483 34,667 22,453 257,491 (306) 257,185
VIE assets, at fair value 57,993,563 57,993,563
Total Assets $ 19,867,949 $ 2,554,490 $ 2,560,771 $ 1,718,169 $ 162,411 $ 26,863,790 $ 56,235,096 $ 83,098,886
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 152,679 $ 24,052 $ 10,161 $ 48,634 $ 37,823 $ 273,349 $ 65 $ 273,414
Related-party payable 30,754 30,754 30,754
Dividends payable 149,991 149,991 149,991
Derivative liabilities 11,899 197 43,041 55,137 55,137
Secured financing agreements, net 9,999,749 1,025,145 788,557 584,395 770,965 13,168,811 (21,364) 13,147,447
Collateralized loan obligations and single asset securitization, net 2,951,308 812,843 3,764,151 3,764,151
Unsecured senior notes, net 2,324,772 2,324,772 2,324,772
VIE liabilities, at fair value 56,256,080 56,256,080
Total Liabilities 13,115,635 1,862,237 798,718 633,029 3,357,346 19,766,965 56,234,781 76,001,746
Temporary Equity: Redeemable non-controlling interests 322,753 322,753 322,753
Permanent Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 3,167 3,167 3,167
Additional paid-in capital 1,926,108 624,101 (378,128) (556,122) 4,150,574 5,766,533 5,766,533
Treasury stock (138,022) (138,022) (138,022)
Accumulated other comprehensive income 28,970 28,970 28,970
Retained earnings (accumulated deficit) 4,797,121 68,152 1,608,794 1,469,935 (7,210,654) 733,348 733,348
Total Starwood Property Trust, Inc. Stockholders’ Equity 6,752,199 692,253 1,230,666 913,813 (3,194,935) 6,393,996 6,393,996
Non-controlling interests in consolidated subsidiaries 115 208,634 171,327 380,076 315 380,391
Total Permanent Equity 6,752,314 692,253 1,439,300 1,085,140 (3,194,935) 6,774,072 315 6,774,387
Total Liabilities and Equity $ 19,867,949 $ 2,554,490 $ 2,560,771 $ 1,718,169 $ 162,411 $ 26,863,790 $ 56,235,096 $ 83,098,886

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