8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2020-11-05 For: 2020-11-05
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): November 5, 2020

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland<br>(State or other jurisdiction <br>of incorporation) 001-34436<br>(Commission<br>File Number) 27-0247747<br>(IRS Employer<br>Identification No.)

​<br><br>​
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 November 5, 2020, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2020. 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

​<br><br>​
Exhibit<br><br>Number ​<br><br>Description
99.1 Press Release, dated November 5, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, dated November 5, 2020

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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: November 5, 2020 STARWOOD PROPERTY TRUST, INC.
By: /s/ ANDREW J. SOSSEN
Name: Andrew J. Sossen
Title: Chief Operating Officer

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Exhibit 99.1

Graphic

For Immediate Release

Starwood Property Trust Reports Results for the

Quarter Ended September 30, 2020

Quarterly GAAP Earnings of $0.52 and Core Earnings of $0.50 per Diluted Share

– Originated or Acquired $1.5 Billion of Assets –

Paid Third Quarter Dividend of $0.48 per Share –

– Subsequent to Quarter End, Issued $550 Million of Corporate Debt –

GREENWICH, Conn., November 5, 2020 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended September 30, 2020.  The Company’s third quarter 2020 GAAP net income was $151.8 million, or $0.52 per diluted share, and Core Earnings (a non-GAAP financial measure) was $148.6 million, or $0.50 per diluted share.

“We shifted from a cautious stance in the second quarter and deployed $1.5 billion in the third quarter, taking advantage of the most compelling risk adjusted returns presented across our various business lines. We also proactively addressed the near-term maturity of our $500 million February 2021 notes by successfully completing two successful debt raises, including issuing our first ever sustainability bond.

Our diversified platform showed its power versus pure play commercial mortgage REITs, as we deployed nearly two thirds of the capital this quarter outside our core commercial real estate lending business. Our owned real estate portfolio, over half of which consists of affordable housing, continues to shine, producing a cash on cash yield exceeding 15%. We estimate that we have approximately $3.00 per share of unrealized gains across our owned property assets today. With over $880 million of cash and undrawn debt capacity, our liquidity remains strong and we remain well positioned to selectively deploy capital going forward,” commented Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

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, November 5, 2020, 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.

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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: 13709052

The playback can be accessed through November 12, 2020.

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 $65 billion of capital since inception and manages a portfolio of over $17 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, 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our quarterly report on Form 10-Q for the quarter ended September 30, 2020, as well as other risks and uncertainties set forth from time to time in the Company's reports filed with the SEC.

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

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the three months ended September 30, 2020

(Amounts in thousands)

Commercial and
Residential Infrastructure Investing
Lending Lending Property and Servicing Securitization
Segment Segment Segment Segment Corporate Subtotal VIEs Total
Revenues:
Interest income from loans $ 149,972 $ 17,835 $ $ 1,597 $ $ 169,404 $ $ 169,404
Interest income from investment securities 21,385 635 23,587 45,607 (33,421) 12,186
Servicing fees 110 13,749 13,859 (4,311) 9,548
Rental income 2,014 63,925 10,039 75,978 75,978
Other revenues 66 101 48 98 313 (2) 311
Total revenues **** 173,547 **** 18,571 **** 63,973 **** 49,070 **** **** 305,161 **** (37,734) **** 267,427
Costs and expenses:
Management fees 297 221 22,596 23,114 13 23,127
Interest expense 38,422 8,914 16,180 5,425 27,040 95,981 95,981
General and administrative 12,483 3,568 1,094 18,813 3,436 39,394 84 39,478
Acquisition and investment pursuit costs 757 62 65 884 884
Costs of rental operations 643 24,302 4,577 29,522 29,522
Depreciation and amortization 430 87 19,130 3,934 23,581 23,581
Credit loss provision (reversal), net 782 (4,369) (3,587) (3,587)
Other expense 77 95 172 172
Total costs and expenses **** 53,891 **** 8,262 **** 60,801 **** 33,035 53,072 **** 209,061 **** 97 **** 209,158
Other income (loss):
Change in net assets related to consolidated VIEs 58,585 58,585
Change in fair value of servicing rights 3,960 3,960 (3,326) 634
Change in fair value of investment securities, net 13,611 3,249 16,860 (17,059) (199)
Change in fair value of mortgage loans, net 59,402 1,982 61,384 61,384
Earnings (loss) from unconsolidated entities 3,253 (80) 358 3,531 (339) 3,192
(Loss) gain on derivative financial instruments, net (28,577) 110 (313) 38 645 (28,097) (28,097)
Foreign currency gain, net 25,302 110 14 26 25,452 25,452
Other (loss) income, net (1) 358 357 357
Total other income (loss) **** 72,991 **** 140 **** (300) **** 9,971 645 **** 83,447 **** 37,861 **** 121,308
Income (loss) before income taxes **** 192,647 **** 10,449 **** 2,872 **** 26,006 (52,427) **** 179,547 **** 30 **** 179,577
Income tax (provision) benefit (16,700) (86) 1,943 (14,843) (14,843)
Net income (loss) **** 175,947 **** 10,363 **** 2,872 **** 27,949 (52,427) **** 164,704 **** 30 **** 164,734
Net income attributable to non-controlling interests (3) (5,072) (7,795) (12,870) (30) (12,900)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 175,944 $ 10,363 $ (2,200) $ 20,154 $ (52,427) $ 151,834 $ $ 151,834

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Definition of Core Earnings

Core 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, Core 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 Core Earnings

For the three months ended September 30, 2020

(Amounts in thousands except per share data)

**** Commercial **** **** **** **** ****
and
Residential Infrastructure Investing
Lending Lending Property and Servicing
Segment Segment Segment Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. 175,944 **** 10,363 **** (2,200) **** 20,154 (52,427) **** 151,834
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 5,072 5,072
Non-cash equity compensation expense 1,015 (126) 54 1,215 4,131 6,289
Acquisition and investment pursuit costs (163) (89) (252)
Depreciation and amortization 370 78 19,191 3,525 23,164
Credit loss reversal, net (259) (4,369) (4,628)
Interest income adjustment for securities (1,035) 1,914 879
Extinguishment of debt, net (246) (246)
Income tax provision associated with fair value adjustments 5,519 879 6,398
Other non-cash items 3 (713) 225 158 (327)
Reversal of GAAP unrealized (gains) / losses on:
Loans (59,402) (1,982) (61,384)
Securities (13,611) (3,249) (16,860)
Derivatives 28,336 (173) (1,377) (551) 4,380 30,615
Foreign currency (25,302) (110) (14) (26) (25,452)
(Earnings) loss from unconsolidated entities (3,253) 80 (358) (3,531)
Recognition of Core realized gains / (losses) on:
Loans 49,241 6,201 55,442
Securities (4,318) (4,318)
Derivatives (11,625) (35) (7,341) (19,001)
Foreign currency 799 (5) 16 26 836
Earnings (loss) from unconsolidated entities 3,352 (80) 772 4,044
Core Earnings (Loss) $ 149,929 $ 5,658 $ 19,905 $ 17,086 $ (44,004) $ 148,574
Core Earnings (Loss) per Weighted Average Diluted Share $ 0.51 $ 0.02 $ 0.06 $ 0.06 $ (0.15) $ 0.50

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the nine months ended September 30, 2020

(Amounts in thousands)

Commercial
and
**** Residential **** Infrastructure **** **** Investing **** **** **** ****
Lending Lending Property and Servicing Securitization
Segment Segment Segment Segment Corporate Subtotal VIEs Total
Revenues:
Interest income from loans $ 492,489 $ 59,374 $ $ 6,071 $ $ 557,934 $ $ 557,934
Interest income from investment securities 57,358 2,019 73,311 132,688 (90,618) 42,070
Servicing fees 424 28,782 29,206 (8,207) 20,999
Rental income 2,782 191,452 28,600 222,834 222,834
Other revenues 298 344 228 891 1,761 (5) 1,756
Total revenues **** 553,351 **** 61,737 **** 191,680 **** 137,655 **** **** 944,423 **** (98,830) **** 845,593
Costs and expenses:
Management fees 987 680 85,257 86,924 46 86,970
Interest expense 134,243 31,709 49,243 18,796 83,670 317,661 (162) 317,499
General and administrative 29,230 12,328 3,453 54,490 11,105 110,606 251 110,857
Acquisition and investment pursuit costs 2,195 1,179 12 (3) 3,383 3,383
Costs of rental operations 2,409 71,857 13,102 87,368 87,368
Depreciation and amortization 1,275 246 57,571 11,890 70,982 70,982
Credit loss provision, net 52,293 2,991 55,284 55,284
Other expense 230 432 662 662
Total costs and expenses **** 222,862 **** 48,453 **** 182,568 **** 98,955 180,032 **** 732,870 **** 135 **** 733,005
Other income (loss):
Change in net assets related to consolidated VIEs 64,353 64,353
Change in fair value of servicing rights 9,606 9,606 (11,934) (2,328)
Change in fair value of investment securities, net (8,814) (36,026) (44,840) 47,972 3,132
Change in fair value of mortgage loans, net 56,895 22,805 79,700 79,700
Earnings (loss) from unconsolidated entities 3,975 (1,198) 30,504 33,281 (1,216) 32,065
(Loss) gain on sale of investments and other assets, net (961) 296 7,433 6,768 6,768
(Loss) gain on derivative financial instruments, net (9,508) (1,328) (35,150) (22,896) 34,397 (34,485) (34,485)
Foreign currency (loss) gain, net (1,757) (53) (53) 2 (1,861) (1,861)
Loss on extinguishment of debt (22) (170) (2,185) (2,377) (2,377)
Other income, net 240 447 687 687
Total other income (loss) **** 39,808 **** (2,453) **** (37,148) **** 11,875 34,397 **** 46,479 **** 99,175 **** 145,654
Income (loss) before income taxes **** 370,297 **** 10,831 **** (28,036) **** 50,575 (145,635) **** 258,032 **** 210 **** 258,242
Income tax (provision) benefit (15,535) 3 8,716 (6,816) (6,816)
Net income (loss) **** 354,762 **** 10,834 **** (28,036) **** 59,291 (145,635) **** 251,216 **** 210 **** 251,426
Net income attributable to non-controlling interests (10) (15,294) (11,191) (26,495) (210) (26,705)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 354,752 $ 10,834 $ (43,330) $ 48,100 $ (145,635) $ 224,721 $ $ 224,721

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Reconciliation of Net Income to Core Earnings

For the nine months ended September 30, 2020

(Amounts in thousands except per share data)

**** Commercial **** **** **** **** ****
and
Residential Infrastructure Investing
Lending Lending Property and Servicing
Segment Segment Segment Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. **** 354,752 10,834 **** (43,330) 48,100 (145,635) **** 224,721
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 15,294 15,294
Non-cash equity compensation expense 3,563 821 185 3,725 14,147 22,441
Management incentive fee 15,799 15,799
Acquisition and investment pursuit costs 401 (266) (72) 63
Depreciation and amortization 1,095 208 57,808 10,669 69,780
Credit loss provision, net 51,252 2,991 54,243
Interest income adjustment for securities 238 9,856 10,094
Extinguishment of debt, net (739) (739)
Income tax provision (benefit) associated with fair value adjustments 1,612 (955) 657
Other non-cash items 10 (1,689) 703 470 (506)
Reversal of GAAP unrealized (gains) / losses on:
Loans (56,895) (22,805) (79,700)
Securities 8,814 36,026 44,840
Derivatives 8,816 1,260 32,593 21,986 (23,509) 41,146
Foreign currency 1,757 53 53 (2) 1,861
(Earnings) loss from unconsolidated entities (3,975) 1,198 (30,504) (33,281)
Recognition of Core realized gains / (losses) on:
Loans 45,742 (62) 22,759 68,439
Securities (8,711) (8,711)
Derivatives (3,853) 118 (439) (13,438) (17,612)
Foreign currency (5,441) (147) (53) 2 (5,639)
Earnings (loss) from unconsolidated entities 2,772 (813) 17,502 19,461
Sales of properties (5,789) (5,789)
Core Earnings (Loss) $ 410,660 $ 16,461 $ 60,156 $ 89,052 $ (139,467) $ 436,862
Core Earnings (Loss) per Weighted Average Diluted Share $ 1.39 $ 0.06 $ 0.20 $ 0.30 $ (0.47) $ 1.48

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Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of September 30, 2020

(Amounts in thousands)

Commercial
and
Residential Infrastructure Investing
Lending Lending Property and Servicing Securitization
Segment Segment Segment Segment Corporate Subtotal VIEs Total
Assets:
Cash and cash equivalents $ 19,111 $ 994 $ 38,119 $ 22,054 $ 298,844 $ 379,122 $ 748 $ 379,870
Restricted cash 69,351 31,515 7,632 22,838 131,336 131,336
Loans held-for-investment, net 9,373,503 1,544,068 1,081 10,918,652 10,918,652
Loans held-for-sale 747,654 265,019 1,012,673 1,012,673
Investment securities 1,152,362 39,813 1,097,322 2,289,497 (1,544,384) 745,113
Properties, net 27,123 1,983,124 197,575 2,207,822 2,207,822
Intangible assets 41,946 70,374 112,320 (38,181) 74,139
Investment in unconsolidated entities 50,850 24,664 45,236 120,750 (16,366) 104,384
Goodwill 119,409 140,437 259,846 259,846
Derivative assets 25,805 54 1,250 37,716 64,825 64,825
Accrued interest receivable 72,344 3,244 334 3,484 79,406 (1,376) 78,030
Other assets 24,705 4,216 70,369 52,352 11,829 163,471 3 163,474
VIE assets, at fair value 64,477,475 64,477,475
Total Assets $ 11,562,808 $ 1,767,923 $ 2,141,244 $ 1,915,872 $ 351,873 $ 17,739,720 $ 62,877,919 $ 80,617,639
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 36,378 $ 8,545 $ 49,758 $ 35,796 $ 70,956 $ 201,433 $ 58 $ 201,491
Related-party payable 5 22,091 22,096 22,096
Dividends payable 138,264 138,264 138,264
Derivative liabilities 8,839 1,516 3,097 13,452 13,452
Secured financing agreements, net 5,576,092 1,243,001 1,793,731 614,055 389,013 9,615,892 9,615,892
Collateralized loan obligations, net 929,931 929,931 929,931
Unsecured senior notes, net 1,934,555 1,934,555 1,934,555
VIE liabilities, at fair value 62,876,265 62,876,265
Total Liabilities **** 6,551,240 **** 1,253,062 **** 1,843,489 **** 652,953 **** 2,554,879 **** 12,855,623 **** 62,876,323 **** 75,731,946
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 2,918 2,918 2,918
Additional paid-in capital 1,165,764 509,848 115,246 (124,805) 3,534,663 5,200,716 5,200,716
Treasury stock (133,024) (133,024) (133,024)
Accumulated other comprehensive income (loss) 42,350 (65) 42,285 42,285
Retained earnings (accumulated deficit) 3,803,336 5,013 (42,898) 1,243,098 (5,607,563) (599,014) (599,014)
Total Starwood Property Trust, Inc. Stockholders’ Equity 5,011,450 514,861 72,348 1,118,228 (2,203,006) 4,513,881 4,513,881
Non-controlling interests in consolidated subsidiaries 118 225,407 144,691 370,216 1,596 371,812
Total Equity **** 5,011,568 **** 514,861 **** 297,755 **** 1,262,919 **** (2,203,006) **** 4,884,097 **** 1,596 **** 4,885,693
Total Liabilities and Equity $ 11,562,808 $ 1,767,923 $ 2,141,244 $ 1,915,872 $ 351,873 $ 17,739,720 $ 62,877,919 $ 80,617,639

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