8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2022-11-09 For: 2022-11-09
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 9, 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 November 9, 2022, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended September 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, dated November 9, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, dated November 9, 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: November 9, 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 September 30, 2022

– Quarterly GAAP Earnings of $0.61 and Distributable Earnings (DE) of $0.51 per Diluted Share –

– $1.3 Billion of Investment Activity, Including $0.9 Billion in Commercial Lending –

– Undepreciated Book Value Increased $0.18 Quarter-over-Quarter to $21.69 -

– Priced New $600 Million 5-year Term Loan –

– Liquidity of $1.3 Billion, Including Term Loan Net Proceeds –

– LNR Regains Position as Largest Special Servicer in the U.S., with Over $100 Billion in Named Servicing –

– Paid Dividend of $0.48 per Share –

GREENWICH, Conn., November 9, 2022 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended September 30, 2022. The Company’s third quarter 2022 GAAP net income was $194.6 million, or $0.61 per diluted share, and Distributable Earnings (a non-GAAP financial measure) was $163.3 million, or $0.51 per diluted share.

“We are proud of the multi-cylinder platform we have built over the past 13 years, the diversification of which has allowed us to continue to generate consistent returns across varying market conditions. Our company is well-positioned for the current environment with $1.3 billion of liquidity and $1.6 billion of embedded unrealized gains in our owned property portfolio. We will remain laser focused on managing both sides of our balance sheet as we selectively deploy capital into attractive risk adjusted investments,” stated Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

“Last week, we further fortified our balance sheet with a new $600 million 5-year term loan at pricing which reflects the high credit quality of our business. This new capital, coupled with our $3.9 billion of unencumbered assets, gives us extraordinary access to incremental liquidity, allowing us to take advantage of very accretive investment opportunities in the future,” added Jeffrey DiModica, President 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 Wednesday, November 9, 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: 13730652

The playback can be accessed through November 16, 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 $93 billion of capital since inception and manages a portfolio of over $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 September 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 September 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 $ 284,197 $ 43,018 $ $ 1,139 $ $ 328,354 $ $ 328,354
Interest income from investment securities 28,560 1,204 27,585 57,349 (38,330) 19,019
Servicing fees 142 11,830 11,972 (3,545) 8,427
Rental income 1,944 22,886 8,102 32,932 32,932
Other revenues 138 129 54 1,491 1,812 (3) 1,809
Total revenues 314,981 44,351 22,940 50,147 432,419 (41,878) 390,541
Costs and expenses:
Management fees 227 27,129 27,356 27,356
Interest expense 145,107 22,500 9,266 6,601 39,166 222,640 (217) 222,423
General and administrative 16,458 3,588 933 20,046 4,384 45,409 86 45,495
Acquisition and investment pursuit costs 1,164 2 47 1,213 1,213
Costs of rental operations 2,633 5,793 3,780 12,206 12,206
Depreciation and amortization 1,629 101 8,161 2,720 12,611 12,611
Credit loss provision, net 8,401 6,942 15,343 15,343
Total costs and expenses 175,619 33,133 24,153 33,194 70,679 336,778 (131) 336,647
Other income (loss):
Change in net assets related to consolidated VIEs 37,146 37,146
Change in fair value of servicing rights 357 357 158 515
Change in fair value of investment securities, net 16,398 (21,412) (5,014) 4,931 (83)
Change in fair value of mortgage loans, net (90,159) 2,685 (87,474) (87,474)
Income from affordable housing fund investments 117,527 117,527 117,527
(Loss) earnings from unconsolidated entities (4,044) 1,892 602 (1,550) (494) (2,044)
(Loss) gain on sale of investments and other assets, net (288) 13,741 13,453 13,453
Gain (loss) on derivative financial instruments, net 220,296 331 10,262 6,849 (31,668) 206,070 206,070
Foreign currency (loss) gain, net (107,087) (253) 22 (107,318) (107,318)
Loss on extinguishment of debt (212) (212) (212)
Other loss, net (56,391) (56,391) (56,391)
Total other income (loss) (21,275) 1,970 127,811 2,610 (31,668) 79,448 41,741 121,189
Income (loss) before income taxes 118,087 13,188 126,598 19,563 (102,347) 175,089 (6) 175,083
Income tax benefit (provision) 53,099 2 (4,346) 48,755 48,755
Net income (loss) 171,186 13,190 126,598 15,217 (102,347) 223,844 (6) 223,838
Net income attributable to non-controlling interests (3) (28,486) (793) (29,282) 6 (29,276)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 171,183 $ 13,190 $ 98,112 $ 14,424 $ (102,347) $ 194,562 $ $ 194,562

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, any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period 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. Refer to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 for additional information regarding Distributable Earnings.

Reconciliation of Net Income to Distributable Earnings

For the three months ended September 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. $ 171,183 $ 13,190 $ 98,112 $ 14,424 $ (102,347) $ 194,562
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 4,691 4,691
Non-controlling interests attributable to unrealized gains/losses 21,111 (4,019) 17,092
Non-cash equity compensation expense 1,660 338 75 1,458 6,172 9,703
Management incentive fee 895 895
Acquisition and investment pursuit costs (22) (82) (104)
Depreciation and amortization 1,728 90 8,232 2,841 12,891
Interest income adjustment for securities 1,280 2,746 4,026
Extinguishment of debt, net (246) (246)
Consolidated income tax benefit associated with fair value adjustments (53,099) (2) 4,346 (48,755)
Other non-cash items 55,522 344 76 55,942
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans 90,159 (2,685) 87,474
Credit loss provision, net 8,401 6,942 15,343
Securities (16,398) 21,412 5,014
Woodstar Fund investments (117,527) (117,527)
Derivatives (220,296) (331) (10,262) (6,849) 31,668 (206,070)
Foreign currency 107,087 253 (22) 107,318
Loss (earnings) from unconsolidated entities 4,044 (1,892) (602) 1,550
Sales of properties (13,741) (13,741)
Recognition of Distributable realized gains / (losses) on:
Loans (470) 3,078 2,608
Securities (1) (5,341) (5,342)
Woodstar Fund investments 14,855 14,855
Derivatives 9,144 18 1,345 2,923 (1,109) 12,321
Foreign currency (2,579) (57) 22 (2,614)
(Loss) earnings from unconsolidated entities (3,846) 1,893 913 (1,040)
Sales of properties 12,424 12,424
Distributable Earnings (Loss) $ 153,497 $ 20,442 $ 20,894 $ 33,404 $ (64,967) $ 163,270
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 0.48 $ 0.06 $ 0.07 $ 0.10 $ (0.20) $ 0.51

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the nine months ended September 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 $ 714,222 $ 100,097 $ $ 8,804 $ $ 823,123 $ $ 823,123
Interest income from investment securities 71,987 3,124 75,964 151,075 (102,767) 48,308
Servicing fees 420 41,517 41,937 (10,965) 30,972
Rental income 4,674 67,879 23,483 96,036 96,036
Other revenues 251 287 152 10,999 3 11,692 (12) 11,680
Total revenues 791,554 103,508 68,031 160,767 3 1,123,863 (113,744) 1,010,119
Costs and expenses:
Management fees 758 113,517 114,275 114,275
Interest expense 301,935 49,431 22,421 19,202 109,150 502,139 (647) 501,492
General and administrative 39,905 10,730 2,964 66,603 14,354 134,556 265 134,821
Acquisition and investment pursuit costs 2,401 3 7 (259) 2,152 2,152
Costs of rental operations 4,978 16,010 11,106 32,094 32,094
Depreciation and amortization 3,106 310 24,559 8,523 36,498 36,498
Credit loss provision, net 13,027 7,096 20,123 20,123
Other expense 1,251 55 7 1,313 1,313
Total costs and expenses 367,361 67,570 66,016 105,182 237,021 843,150 (382) 842,768
Other income (loss):
Change in net assets related to consolidated VIEs 72,268 72,268
Change in fair value of servicing rights 683 683 551 1,234
Change in fair value of investment securities, net (5,019) (38,853) (43,872) 42,189 (1,683)
Change in fair value of mortgage loans, net (327,743) 1,006 (326,737) (326,737)
Income from affordable housing fund investments 658,733 658,733 658,733
(Loss) earnings from unconsolidated entities (2,598) 2,631 2,501 2,534 (1,623) 911
Gain on sale of investments and other assets, net 86,460 25,599 112,059 112,059
Gain (loss) on derivative financial instruments, net 465,831 1,228 33,162 43,719 (82,019) 461,921 461,921
Foreign currency (loss) gain, net (212,672) (570) 41 (213,201) (213,201)
Loss on extinguishment of debt (206) (469) (360) (1,035) (1,035)
Other (loss) income, net (90,988) (90,988) 25 (90,963)
Total other income (loss) (86,935) 2,820 691,936 34,295 (82,019) 560,097 113,410 673,507
Income (loss) before income taxes 337,258 38,758 693,951 89,880 (319,037) 840,810 48 840,858
Income tax benefit (provision) 57,682 7 (8,690) 48,999 48,999
Net income (loss) 394,940 38,765 693,951 81,190 (319,037) 889,809 48 889,857
Net income attributable to non-controlling interests (10) (148,379) (9,972) (158,361) (48) (158,409)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 394,930 $ 38,765 $ 545,572 $ 71,218 $ (319,037) $ 731,448 $ $ 731,448

Reconciliation of Net Income to Distributable Earnings

For the nine months ended September 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. $ 394,930 $ 38,765 $ 545,572 $ 71,218 $ (319,037) $ 731,448
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 14,073 14,073
Non-controlling interests attributable to unrealized gains/losses 126,056 (3,373) 122,683
Non-cash equity compensation expense 6,113 980 209 4,157 18,244 29,703
Management incentive fee 35,121 35,121
Acquisition and investment pursuit costs (359) (242) (169) (770)
Depreciation and amortization 3,191 281 24,774 8,888 37,134
Interest income adjustment for securities 6,343 4,761 11,104
Extinguishment of debt, net (739) (739)
Consolidated income tax benefit associated with fair value adjustments (53,099) (2) 4,346 (48,755)
Other non-cash items 88,191 1,136 278 89,605
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans 327,743 (1,006) 326,737
Credit loss provision, net 13,027 7,096 20,123
Securities 5,019 38,853 43,872
Woodstar Fund investments (658,733) (658,733)
Derivatives (465,831) (1,228) (33,162) (43,719) 82,019 (461,921)
Foreign currency 212,672 570 (41) 213,201
Loss (earnings) from unconsolidated entities 2,598 (2,631) (2,501) (2,534)
Sales of properties (86,610) (25,599) (112,209)
Recognition of Distributable realized gains / (losses) on:
Loans (73,021) 270 (72,751)
Securities (3,102) (9,728) (12,830)
Woodstar Fund investments 45,689 45,689
Derivatives 82,165 (59) (1,102) 33,772 5,006 119,782
Foreign currency (4,874) 24 41 (4,809)
(Loss) earnings from unconsolidated entities (2,182) 2,632 3,758 4,208
Sales of properties 84,738 12,601 97,339
Distributable Earnings (Loss) $ 537,652 $ 46,428 $ 64,270 $ 96,807 $ (179,386) $ 565,771
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 1.69 $ 0.15 $ 0.20 $ 0.30 $ (0.56) $ 1.78

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of September 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 $ 76,654 $ 59,925 $ 32,464 $ 43,172 $ 124,945 $ 337,160 $ 2,550 $ 339,710
Restricted cash 6,230 33,410 978 3,789 77,163 121,570 121,570
Loans held-for-investment, net 15,719,718 2,374,444 9,660 18,103,822 18,103,822
Loans held-for-sale 2,125,827 79,857 2,205,684 2,205,684
Investment securities 1,318,372 66,728 1,183,831 2,568,931 (1,678,803) 890,128
Properties, net 214,896 868,454 134,076 1,217,426 1,217,426
Investments of consolidated affordable housing fund 1,669,265 1,669,265 1,669,265
Investments in unconsolidated entities 34,319 29,347 35,494 99,160 (15,996) 83,164
Goodwill 119,409 140,437 259,846 259,846
Intangible assets 14,302 30,829 69,532 114,663 (41,567) 73,096
Derivative assets 249,120 242 321 1,488 251,171 251,171
Accrued interest receivable 143,352 9,177 412 1,412 154,353 (205) 154,148
Other assets 254,353 4,332 77,207 27,033 55,907 418,832 (374) 418,458
VIE assets, at fair value 54,215,370 54,215,370
Total Assets $ 20,157,143 $ 2,697,014 $ 2,679,930 $ 1,729,781 $ 258,015 $ 27,521,883 $ 52,480,975 $ 80,002,858
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 404,982 $ 41,457 $ 12,105 $ 43,658 $ 60,171 $ 562,373 $ 88 $ 562,461
Related-party payable 26,146 26,146 26,146
Dividends payable 150,196 150,196 150,196
Derivative liabilities 8,943 223 73,600 82,766 82,766
Secured financing agreements, net 10,250,349 1,095,459 789,138 612,409 769,814 13,517,169 (21,267) 13,495,902
Collateralized loan obligations and single asset securitization, net 2,877,567 813,429 3,690,996 3,690,996
Unsecured senior notes, net 2,326,988 2,326,988 2,326,988
VIE liabilities, at fair value 52,501,845 52,501,845
Total Liabilities 13,541,841 1,950,568 801,243 656,067 3,406,915 20,356,634 52,480,666 72,837,300
Temporary Equity: Redeemable non-controlling interests 344,373 344,373 344,373
Permanent Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 3,170 3,170 3,170
Additional paid-in capital 1,624,104 665,104 (381,226) (575,971) 4,447,676 5,779,687 5,779,687
Treasury stock (138,022) (138,022) (138,022)
Retained earnings (accumulated deficit) 4,968,304 81,342 1,706,906 1,484,360 (7,461,724) 779,188 779,188
Accumulated other comprehensive income 22,776 22,776 22,776
Total Starwood Property Trust, Inc. Stockholders’ Equity 6,615,184 746,446 1,325,680 908,389 (3,148,900) 6,446,799 6,446,799
Non-controlling interests in consolidated subsidiaries 118 208,634 165,325 374,077 309 374,386
Total Permanent Equity 6,615,302 746,446 1,534,314 1,073,714 (3,148,900) 6,820,876 309 6,821,185
Total Liabilities and Equity $ 20,157,143 $ 2,697,014 $ 2,679,930 $ 1,729,781 $ 258,015 $ 27,521,883 $ 52,480,975 $ 80,002,858

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