8-K
STARWOOD PROPERTY TRUST, INC. (STWD)
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): May 4, 2023
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 May 4, 2023, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2023. 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 May 4, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release, datedMay 4, 2023 |
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: May 4, 2023 | STARWOOD PROPERTY TRUST, INC. | |
|---|---|---|
| By: | /s/ RINA PANIRY | |
| Name: | Rina Paniry | |
| Title: | Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer |
4
Document
Exhibit 99.1
For Immediate Release
Starwood Property Trust Reports Results for
Quarter Ended March 31, 2023
– Quarterly GAAP Earnings of $0.16 and Distributable Earnings (DE) of $0.49 per Diluted Share –
– Undepreciated Book Value Per Share of $21.37 –
– LNR Affirmed by Fitch at CSS1, Only Special Servicer Carrying Highest Rating –
– Repaid $250 Million April 2023 Convertible Notes Subsequent to Quarter End –
– Paid Dividend of $0.48 per Share –
GREENWICH, Conn., May 4, 2023 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended March 31, 2023. The Company’s first quarter 2023 GAAP net income was $52.0 million, and Distributable Earnings (a non-GAAP financial measure) was $157.2 million.
“Our business model has continued to evolve since our inception in 2009. We have built a diversified enterprise on both sides of the balance sheet that would perform well in normal markets and outperform in volatile ones. This model is supported by one of the lowest leverage ratios in our sector at 2.5x and $1.5 billion of unrealized gains in our owned property portfolio, giving us tremendous flexibility. We are extremely proud of how the Company has performed throughout cycles since inception. Since that time, we have diversified our business model with more than 40% of our distributable earnings coming from sources other than commercial lending,” commented Barry Sternlicht, Chairman and CEO of Starwood Property Trust.
“During the quarter, in light of the market conditions, our new investing was concentrated in infrastructure lending, which comprised 73% of our new origination activity. Our best-in-class balance sheet remains one of our key competitive advantages. In addition to $4.2 billion of unencumbered collateral and $3.4 billion of owned property, we also have $25.6 billion of financing capacity diversified across 25 lenders and over 40 facilities, of which $8.3 billion is undrawn,” 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 Thursday, May 4, 2023, 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: 13736883
The playback can be accessed through May 18, 2023.
About Starwood Property Trust, Inc.
Starwood Property Trust (NYSE: STWD), an affiliate of global private investment firm Starwood Capital Group, is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. As of March 31, 2023, the Company has successfully deployed over $94 billion of capital since inception and manages a portfolio of over $28 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, completion of pending investments and financings, continued ability to acquire additional investments, competition within the finance and real estate industries, availability of financing, the severity and duration of economic disruption caused by the COVID-19 global pandemic (including the variants and resurgences) 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, 2022, 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 March 31, 2023.
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 March 31, 2023
(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 | $ | 375,601 | $ | 54,760 | $ | — | $ | 547 | $ | — | $ | 430,908 | $ | — | $ | 430,908 |
| Interest income from investment securities | 32,521 | 1,338 | — | 22,785 | — | 56,644 | (38,007) | 18,637 | ||||||||
| Servicing fees | 159 | — | — | 9,834 | — | 9,993 | (2,737) | 7,256 | ||||||||
| Rental income | 1,981 | — | 23,695 | 6,613 | — | 32,289 | — | 32,289 | ||||||||
| Other revenues | 344 | 216 | 103 | 383 | 278 | 1,324 | — | 1,324 | ||||||||
| Total revenues | 410,606 | 56,314 | 23,798 | 40,162 | 278 | 531,158 | (40,744) | 490,414 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Management fees | 218 | — | — | — | 39,322 | 39,540 | — | 39,540 | ||||||||
| Interest expense | 226,393 | 32,818 | 12,599 | 7,429 | 56,272 | 335,511 | (210) | 335,301 | ||||||||
| General and administrative | 11,893 | 3,964 | 952 | 20,047 | 5,252 | 42,108 | — | 42,108 | ||||||||
| Acquisition and investment pursuit costs | 207 | 8 | — | 54 | — | 269 | — | 269 | ||||||||
| Costs of rental operations | 2,451 | — | 5,549 | 3,666 | — | 11,666 | — | 11,666 | ||||||||
| Depreciation and amortization | 1,631 | 30 | 8,108 | 2,647 | — | 12,416 | — | 12,416 | ||||||||
| Credit loss provision, net | 30,790 | 12,404 | — | — | — | 43,194 | — | 43,194 | ||||||||
| Other expense | 832 | — | — | 16 | — | 848 | — | 848 | ||||||||
| Total costs and expenses | 274,415 | 49,224 | 27,208 | 33,859 | 100,846 | 485,552 | (210) | 485,342 | ||||||||
| Other income (loss): | ||||||||||||||||
| Change in net assets related to consolidated VIEs | — | — | — | — | — | — | 41,138 | 41,138 | ||||||||
| Change in fair value of servicing rights | — | — | — | (50) | — | (50) | 354 | 304 | ||||||||
| Change in fair value of investment securities, net | 14,866 | — | — | (14,459) | — | 407 | (325) | 82 | ||||||||
| Change in fair value of mortgage loans, net | 8,262 | — | — | 639 | — | 8,901 | — | 8,901 | ||||||||
| Income from affordable housing fund investments | — | — | 12,965 | — | — | 12,965 | — | 12,965 | ||||||||
| Earnings (loss) from unconsolidated entities | 939 | 1,740 | — | 679 | — | 3,358 | (633) | 2,725 | ||||||||
| Gain on sale of investments and other assets, net | — | — | — | 190 | — | 190 | — | 190 | ||||||||
| (Loss) gain on derivative financial instruments, net | (34,363) | (51) | (1,217) | (3,467) | 6,270 | (32,828) | — | (32,828) | ||||||||
| Foreign currency gain, net | 14,930 | 75 | 14 | — | — | 15,019 | — | 15,019 | ||||||||
| Loss on extinguishment of debt | (61) | — | — | — | — | (61) | — | (61) | ||||||||
| Other loss, net | (2,541) | — | — | — | — | (2,541) | — | (2,541) | ||||||||
| Total other income (loss) | 2,032 | 1,764 | 11,762 | (16,468) | 6,270 | 5,360 | 40,534 | 45,894 | ||||||||
| Income (loss) before income taxes | 138,223 | 8,854 | 8,352 | (10,165) | (94,298) | 50,966 | — | 50,966 | ||||||||
| Income tax benefit | 6,557 | 46 | — | 2,192 | — | 8,795 | — | 8,795 | ||||||||
| Net income (loss) | 144,780 | 8,900 | 8,352 | (7,973) | (94,298) | 59,761 | — | 59,761 | ||||||||
| Net income attributable to non-controlling interests | (3) | — | (6,978) | (806) | — | (7,787) | — | (7,787) | ||||||||
| Net income (loss) attributable to Starwood Property Trust, Inc. | $ | 144,777 | $ | 8,900 | $ | 1,374 | $ | (8,779) | $ | (94,298) | $ | 51,974 | $ | — | $ | 51,974 |
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 March 31, 2023 for additional information regarding Distributable Earnings.
Reconciliation of Net Income to Distributable Earnings
For the three months ended March 31, 2023
(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. | $ | 144,777 | $ | 8,900 | $ | 1,374 | $ | (8,779) | $ | (94,298) | $ | 51,974 |
| Add / (Deduct): | ||||||||||||
| Non-controlling interests attributable to Woodstar II Class A Units | — | — | 4,691 | — | — | 4,691 | ||||||
| Non-controlling interests attributable to unrealized gains/losses | — | — | (263) | (2,798) | — | (3,061) | ||||||
| Non-cash equity compensation expense | 2,087 | 312 | 74 | 1,595 | 6,868 | 10,936 | ||||||
| Management incentive fee | — | — | — | — | 12,365 | 12,365 | ||||||
| Acquisition and investment pursuit costs | (22) | — | (82) | — | — | (104) | ||||||
| Depreciation and amortization | 1,742 | 20 | 8,185 | 2,771 | — | 12,718 | ||||||
| Interest income adjustment for securities | 5,220 | — | — | 5,420 | — | 10,640 | ||||||
| Extinguishment of debt, net | — | — | — | — | (246) | (246) | ||||||
| Consolidated income tax benefit associated with fair value adjustments | (6,557) | (46) | — | (2,192) | — | (8,795) | ||||||
| Other non-cash items | 3 | — | 352 | 74 | — | 429 | ||||||
| Reversal of GAAP unrealized and realized (gains) / losses on: | ||||||||||||
| Loans | (8,262) | — | — | (639) | — | (8,901) | ||||||
| Credit loss provision, net | 30,790 | 12,404 | — | — | — | 43,194 | ||||||
| Securities | (14,866) | — | — | 14,459 | — | (407) | ||||||
| Woodstar Fund investments | — | — | (12,965) | — | — | (12,965) | ||||||
| Derivatives | 34,363 | 51 | 1,217 | 3,467 | (6,270) | 32,828 | ||||||
| Foreign currency | (14,930) | (75) | (14) | — | — | (15,019) | ||||||
| (Earnings) from unconsolidated entities | (939) | (1,740) | — | (679) | — | (3,358) | ||||||
| Sales of properties | — | — | — | (190) | — | (190) | ||||||
| Recognition of Distributable realized gains / (losses) on: | ||||||||||||
| Loans | (1,720) | — | — | 1,763 | — | 43 | ||||||
| Securities | — | — | — | (2,076) | — | (2,076) | ||||||
| Woodstar Fund investments | — | — | 14,243 | — | — | 14,243 | ||||||
| Derivatives | 19,946 | 91 | 4,212 | (111) | (6,529) | 17,609 | ||||||
| Foreign currency | (714) | (30) | 14 | — | — | (730) | ||||||
| Earnings (loss) from unconsolidated entities | 939 | (96) | — | 497 | — | 1,340 | ||||||
| Sales of properties | — | — | — | 79 | — | 79 | ||||||
| Distributable Earnings (Loss) | $ | 191,857 | $ | 19,791 | $ | 21,038 | $ | 12,661 | $ | (88,110) | $ | 157,237 |
| Distributable Earnings (Loss) per Weighted Average Diluted Share | $ | 0.60 | $ | 0.06 | $ | 0.06 | $ | 0.04 | $ | (0.27) | $ | 0.49 |
Starwood Property Trust, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet by Segment
As of March 31, 2023
(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 | $ | 13,903 | $ | 30,948 | $ | 27,742 | $ | 16,910 | $ | 306,296 | $ | 395,799 | $ | — | $ | 395,799 |
| Restricted cash | 9,872 | 33,848 | 943 | 4,632 | 86,342 | 135,637 | — | 135,637 | ||||||||
| Loans held-for-investment, net | 16,085,101 | 2,357,831 | — | 9,492 | — | 18,452,424 | — | 18,452,424 | ||||||||
| Loans held-for-sale | 2,733,358 | — | — | 77,531 | — | 2,810,889 | — | 2,810,889 | ||||||||
| Investment securities | 1,257,966 | 20,841 | — | 1,149,916 | — | 2,428,723 | (1,655,836) | 772,887 | ||||||||
| Properties, net | 464,183 | — | 860,220 | 119,576 | — | 1,443,979 | — | 1,443,979 | ||||||||
| Investments of consolidated affordable housing fund | — | — | 1,762,162 | — | — | 1,762,162 | — | 1,762,162 | ||||||||
| Investments in unconsolidated entities | 24,955 | 48,819 | — | 33,178 | — | 106,952 | (13,883) | 93,069 | ||||||||
| Goodwill | — | 119,409 | — | 140,437 | — | 259,846 | — | 259,846 | ||||||||
| Intangible assets | 11,273 | — | 28,442 | 65,785 | — | 105,500 | (38,704) | 66,796 | ||||||||
| Derivative assets | 90,967 | 219 | 3,025 | 2,408 | — | 96,619 | — | 96,619 | ||||||||
| Accrued interest receivable | 171,304 | 8,408 | 967 | 1,356 | 60 | 182,095 | (288) | 181,807 | ||||||||
| Other assets | 218,197 | 3,658 | 57,323 | 20,850 | 56,048 | 356,076 | — | 356,076 | ||||||||
| VIE assets, at fair value | — | — | — | — | — | — | 50,526,390 | 50,526,390 | ||||||||
| Total Assets | $ | 21,081,079 | $ | 2,623,981 | $ | 2,740,824 | $ | 1,642,071 | $ | 448,746 | $ | 28,536,701 | $ | 48,817,679 | $ | 77,354,380 |
| Liabilities and Equity | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Accounts payable, accrued expenses and other liabilities | $ | 154,121 | $ | 19,433 | $ | 13,601 | $ | 23,093 | $ | 67,082 | $ | 277,330 | $ | — | $ | 277,330 |
| Related-party payable | — | — | — | — | 39,583 | 39,583 | — | 39,583 | ||||||||
| Dividends payable | — | — | — | — | 152,267 | 152,267 | — | 152,267 | ||||||||
| Derivative liabilities | 21,283 | 146 | — | — | 56,978 | 78,407 | — | 78,407 | ||||||||
| Secured financing agreements, net | 11,097,202 | 1,048,486 | 790,299 | 591,279 | 1,340,784 | 14,868,050 | (21,062) | 14,846,988 | ||||||||
| Collateralized loan obligations and single asset securitization, net | 2,858,185 | 814,598 | — | — | — | 3,672,783 | — | 3,672,783 | ||||||||
| Unsecured senior notes, net | — | — | — | — | 2,331,445 | 2,331,445 | — | 2,331,445 | ||||||||
| VIE liabilities, at fair value | — | — | — | — | — | — | 48,838,686 | 48,838,686 | ||||||||
| Total Liabilities | 14,130,791 | 1,882,663 | 803,900 | 614,372 | 3,988,139 | 21,419,865 | 48,817,624 | 70,237,489 | ||||||||
| Temporary Equity: Redeemable non-controlling interests | — | — | 364,418 | — | — | 364,418 | — | 364,418 | ||||||||
| Permanent Equity: | ||||||||||||||||
| Starwood Property Trust, Inc. Stockholders’ Equity: | ||||||||||||||||
| Common stock | — | — | — | — | 3,197 | 3,197 | — | 3,197 | ||||||||
| Additional paid-in capital | 1,702,444 | 631,627 | (415,147) | (639,082) | 4,546,667 | 5,826,509 | — | 5,826,509 | ||||||||
| Treasury stock | — | — | — | — | (138,022) | (138,022) | — | (138,022) | ||||||||
| Retained earnings (accumulated deficit) | 5,227,875 | 109,691 | 1,779,019 | 1,505,340 | (7,951,235) | 670,690 | — | 670,690 | ||||||||
| Accumulated other comprehensive income | 19,851 | — | — | — | — | 19,851 | — | 19,851 | ||||||||
| Total Starwood Property Trust, Inc. Stockholders’ Equity | 6,950,170 | 741,318 | 1,363,872 | 866,258 | (3,539,393) | 6,382,225 | — | 6,382,225 | ||||||||
| Non-controlling interests in consolidated subsidiaries | 118 | — | 208,634 | 161,441 | — | 370,193 | 55 | 370,248 | ||||||||
| Total Permanent Equity | 6,950,288 | 741,318 | 1,572,506 | 1,027,699 | (3,539,393) | 6,752,418 | 55 | 6,752,473 | ||||||||
| Total Liabilities and Equity | $ | 21,081,079 | $ | 2,623,981 | $ | 2,740,824 | $ | 1,642,071 | $ | 448,746 | $ | 28,536,701 | $ | 48,817,679 | $ | 77,354,380 |
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