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Section 1: 10-Q (10-Q)

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Table of Contents 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2016

 

OR

 

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

 

Commission file number 001-34436

 


 

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Maryland

 

27-0247747

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

591 West Putnam Avenue

 

 

Greenwich, Connecticut

 

06830

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:

(203) 422-7700

 


 

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 No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

 

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

 

 

 

 

Large accelerated filer 

 

Accelerated filer 

 

 

 

Non-accelerated filer 

 

Smaller reporting company 

(Do not check if a smaller reporting company)

 

 

 

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

 

The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of May 4, 2016 was 237,661,803.

 

 

 

 

 

 


 

Table of Contents 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements, including without limitation, statements concerning our operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements do not guarantee future performance, which may be materially different from that expressed in, or implied by, any such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates.

 

These forward-looking statements are based largely on our current beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control, and which could materially affect actual results, performance or achievements. Factors that may cause actual results to vary from our forward-looking statements include, but are not limited to:

 

·

factors described in our Annual Report on Form 10-K for the year ended December 31, 2015 and this Quarterly Report on Form 10-Q, including those set forth under the captions “Risk Factors” and “Business”;

 

·

defaults by borrowers in paying debt service on outstanding indebtedness;

 

·

impairment in the value of real estate property securing our loans or in which we invest;

 

·

availability of mortgage origination and acquisition opportunities acceptable to us;

 

·

potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;

 

·

national and local economic and business conditions;

 

·

general and local commercial and residential real estate property conditions;

 

·

changes in federal government policies;

 

·

changes in federal, state and local governmental laws and regulations;

 

·

increased competition from entities engaged in mortgage lending and securities investing activities;

 

·

changes in interest rates; and

 

·

the availability of, and costs associated with, sources of liquidity.

 

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q 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.

2


 

Table of Contents 

 

TABLE OF CONTENTS

 

 

 

 

 

 

Page

Part I 

Financial Information

 

Item 1. 

Financial Statements

 

Condensed Consolidated Balance Sheets

 

Condensed Consolidated Statements of Operations

 

Condensed Consolidated Statements of Comprehensive Income

 

Condensed Consolidated Statements of Equity

 

Condensed Consolidated Statements of Cash Flows

 

Notes to Condensed Consolidated Financial Statements

10 

 

Note 1 Business and Organization

10 

 

Note 2 Summary of Significant Accounting Policies

11 

 

Note 3 Acquisitions

17 

 

Note 4 Loans

19 

 

Note 5 Investment Securities

23 

 

Note 6 Properties

27 

 

Note 7 Investment in Unconsolidated Entities

28 

 

Note 8 Goodwill and Intangible Assets

28 

 

Note 9 Secured Financing Agreements

30 

 

Note 10 Convertible Senior Notes

32 

 

Note 11 Loan Securitization/Sale Activities

34 

 

Note 12 Derivatives and Hedging Activity

34 

 

Note 13 Offsetting Assets and Liabilities

37 

 

Note 14 Variable Interest Entities

37 

 

Note 15 Related-Party Transactions

38 

 

Note 16 Stockholders’ Equity

40 

 

Note 17 Earnings per Share

41 

 

Note 18 Accumulated Other Comprehensive Income

42 

 

Note 19 Fair Value

42 

 

Note 20 Income Taxes

46 

 

Note 21 Commitments and Contingencies

47 

 

Note 22 Segment Data

47 

 

Note 23 Subsequent Events

52 

Item 2. 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

53 

Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

72 

Item 4. 

Controls and Procedures

74 

Part II 

Other Information

 

Item 1. 

Legal Proceedings

75 

Item 1A. 

Risk Factors

75 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

75 

Item 3. 

Defaults Upon Senior Securities

75 

Item 4. 

Mine Safety Disclosures

75 

Item 5. 

Other Information

75 

Item 6. 

Exhibits

77 

 

 

 

3


 

Table of Contents 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Starwood Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Balance Sheets

(Unaudited, amounts in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

As of

 

As of

 

 

March 31, 2016

 

December 31, 2015

Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

335,219

 

$

368,815

Restricted cash

 

 

48,375

 

 

23,069

Loans held-for-investment, net

 

 

6,187,654

 

 

5,973,079

Loans held-for-sale, at fair value

 

 

154,225

 

 

203,865

Loans transferred as secured borrowings

 

 

88,512

 

 

86,573

Investment securities ($321,533 and $403,703 held at fair value)

 

 

649,364

 

 

724,947

Properties, net

 

 

1,154,975

 

 

919,225

Intangible assets ($95,492 and $119,698 held at fair value)

 

 

180,476

 

 

201,570

Investment in unconsolidated entities

 

 

196,637

 

 

199,201

Goodwill

 

 

140,437

 

 

140,437

Derivative assets

 

 

36,938

 

 

45,091

Accrued interest receivable

 

 

35,972

 

 

34,314

Other assets

 

 

111,860

 

 

102,479

Variable interest entity (“VIE”) assets, at fair value

 

 

85,115,662

 

 

76,675,689

Total Assets 

 

$

94,436,306

 

$

85,698,354

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

$

139,286

 

$

156,805

Related-party payable

 

 

24,157

 

 

40,955

Dividends payable

 

 

114,839

 

 

114,947

Derivative liabilities

 

 

16,202

 

 

5,196

Secured financing agreements, net

 

 

4,480,960

 

 

3,980,699

Convertible senior notes, net

 

 

1,329,072

 

 

1,323,795

Secured borrowings on transferred loans

 

 

89,905

 

 

88,000

VIE liabilities, at fair value

 

 

84,151,022

 

 

75,817,014

Total Liabilities 

 

 

90,345,443

 

 

81,527,411

Commitments and contingencies (Note 21)

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Starwood Property Trust, Inc. Stockholders’ Equity:

 

 

 

 

 

 

Preferred stock, $0.01 per share, 100,000,000 shares authorized, no shares issued and outstanding

 

 

 —

 

 

 —

Common stock, $0.01 per share, 500,000,000 shares authorized, 242,218,855 issued and 237,611,970 outstanding as of March 31, 2016 and 241,044,775 issued and 237,490,779 outstanding as of December 31, 2015

 

 

2,422

 

 

2,410

Additional paid-in capital

 

 

4,210,904

 

 

4,192,844

Treasury stock (4,606,885 shares and 3,553,996 shares)

 

 

(92,104)

 

 

(72,381)

Accumulated other comprehensive income

 

 

33,457

 

 

29,729

Accumulated deficit

 

 

(100,201)

 

 

(12,286)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

 

4,054,478

 

 

4,140,316

Non-controlling interests in consolidated subsidiaries

 

 

36,385

 

 

30,627

Total Equity 

 

 

4,090,863

 

 

4,170,943

Total Liabilities and Equity 

 

$

94,436,306

 

$

85,698,354

 

See notes to condensed consolidated financial statements.

4


 

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Operations

(Unaudited, amounts in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

March 31,

 

    

2016

    

2015

Revenues:

 

 

 

 

 

 

Interest income from loans

 

$

117,532

 

$

118,429

Interest income from investment securities

 

 

19,403

 

 

27,744

Servicing fees

 

 

24,691

 

 

28,257

Rental income

 

 

32,677

 

 

2,672

Other revenues

 

 

1,190

 

 

1,747

Total revenues 

 

 

195,493

 

 

178,849

Costs and expenses:

 

 

 

 

 

 

Management fees

 

 

24,963

 

 

27,968

Interest expense

 

 

56,520

 

 

50,534

General and administrative

 

 

32,798

 

 

35,264

Acquisition and investment pursuit costs

 

 

1,285

 

 

1,186

Costs of rental operations

 

 

12,655

 

 

1,698

Depreciation and amortization

 

 

18,760

 

 

4,085

Loan loss allowance, net

 

 

(761)

 

 

317

Other expense

 

 

100

 

 

375

Total costs and expenses 

 

 

146,320

 

 

121,427

Income before other income (loss), income taxes and non-controlling interests

 

 

49,173

 

 

57,422

Other income (loss):

 

 

 

 

 

 

Change in net assets related to consolidated VIEs

 

 

(4,167)

 

 

47,861

Change in fair value of servicing rights

 

 

(6,739)

 

 

(1,542)

Change in fair value of investment securities, net

 

 

753

 

 

(499)

Change in fair value of mortgage loans held-for-sale, net

 

 

6,891

 

 

21,131

Earnings from unconsolidated entities

 

 

4,065

 

 

6,090

Gain on sale of investments and other assets, net

 

 

245

 

 

17,198

(Loss) gain on derivative financial instruments, net

 

 

(24,718)

 

 

24,623

Foreign currency loss, net

 

 

(378)

 

 

(30,307)

Total other-than-temporary impairment (“OTTI”)

 

 

(54)

 

 

 —

Noncredit portion of OTTI recognized in other comprehensive income

 

 

54

 

 

 —

Net impairment losses recognized in earnings

 

 

 —

 

 

 —

Loss on extinguishment of debt

 

 

 —

 

 

(5,292)

Other income, net

 

 

2,015

 

 

45

Total other income (loss) 

 

 

(22,033)

 

 

79,308

Income before income taxes 

 

 

27,140

 

 

136,730

Income tax provision

 

 

(94)

 

 

(15,951)

Net income 

 

 

27,046

 

 

120,779

Net income attributable to non-controlling interests

 

 

(389)

 

 

(416)

Net income attributable to Starwood Property Trust, Inc.  

 

$

26,657

 

$

120,363

 

 

 

 

 

 

 

Earnings per share data attributable to Starwood Property Trust, Inc.:

 

 

 

 

 

 

Basic

 

$

0.11

 

$

0.53

Diluted

 

$

0.11

 

$

0.52

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.48

 

$

0.48

 

See notes to condensed consolidated financial statements.

 

 

5


 

Table of Contents 

 

Starwood Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

March 31,

 

   

2016

 

2015

Net income 

 

$

27,046

 

$

120,779

Other comprehensive (loss) income (net change by component):

 

 

 

 

 

 

Cash flow hedges

 

 

(273)

 

 

(263)

Available-for-sale securities

 

 

(3,400)

 

 

(7,963)

Foreign currency remeasurement

 

 

7,401

 

 

(8,308)

Other comprehensive gain (loss)

 

 

3,728

 

 

(16,534)

Comprehensive income 

 

 

30,774

 

 

104,245

Less: Comprehensive income attributable to non-controlling interests

 

 

(389)

 

 

(416)

Comprehensive income attributable to Starwood Property Trust, Inc.  

 

$

30,385

 

$

103,829

 

See notes to condensed consolidated financial statements.

 

 

6


 

Table of Contents 

 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited, amounts in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Starwood

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Accumulated

 

Accumulated

 

Property

 

 

 

 

 

 

 

 

 

Common stock

 

Additional

 

 

 

 

 

 

Deficit)

 

Other

 

Trust, Inc.

 

Non-

 

 

 

 

 

 

 

 

Par

 

Paid-in

 

Treasury Stock

 

Retained

 

Comprehensive

 

Stockholders’

 

Controlling

 

Total

 

 

    

Shares

    

Value

    

Capital

    

Shares

    

Amount

    

Earnings

    

Income

    

Equity

    

Interests

    

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2016

 

241,044,775

 

$

2,410

 

$

4,192,844

 

3,553,996

 

$

(72,381)

 

$

(12,286)

 

$

29,729

 

$

4,140,316

 

$

30,627

 

$

4,170,943

 

Proceeds from DRIP Plan

 

4,411

 

 

 —

 

 

82

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

82

 

 

 —

 

 

82

 

Common stock repurchased

 

 —

 

 

 —

 

 

 —

 

1,052,889

 

 

(19,723)

 

 

 —

 

 

 —

 

 

(19,723)

 

 

 —

 

 

(19,723)

 

Share-based compensation

 

563,503

 

 

6

 

 

7,061

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

7,067

 

 

 —

 

 

7,067

 

Manager incentive fee paid in stock

 

606,166

 

 

6

 

 

10,917

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

10,923

 

 

 —

 

 

10,923

 

Net income

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

26,657

 

 

 —

 

 

26,657

 

 

389

 

 

27,046

 

Dividends declared, $0.48 per share

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(114,572)

 

 

 —

 

 

(114,572)

 

 

 —

 

 

(114,572)

 

Other comprehensive income, net

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

3,728

 

 

3,728

 

 

 —

 

 

3,728

 

VIE non-controlling interests

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(633)

 

 

(633)

 

Contributions from non-controlling interests

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

6,584

 

 

6,584

 

Distributions to non-controlling interests

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(582)

 

 

(582)

 

Balance, March 31, 2016

 

242,218,855

 

$

2,422

 

$

4,210,904

 

4,606,885

 

$

(92,104)

 

$

(100,201)

 

$

33,457

 

$

4,054,478

 

$

36,385

 

$

4,090,863

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2015

 

224,752,053

 

$

2,248

 

$

3,835,725

 

1,213,750

 

$

(23,635)

 

$

(9,378)

 

$

55,896

 

$

3,860,856

 

$

22,056

 

$

3,882,912

 

Proceeds from DRIP Plan

 

2,303

 

 

 —

 

 

55

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

55

 

 

 —

 

 

55

 

Equity component of 4.0% Convertible Senior Notes repurchase

 

 —

 

 

 —

 

 

(15,669)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(15,669)

 

 

 —

 

 

(15,669)

 

Share-based compensation

 

408,763

 

 

4

 

 

7,487

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

7,491

 

 

 —

 

 

7,491

 

Manager incentive fee paid in stock

 

387,299

 

 

3

 

 

9,442

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

9,445

 

 

 —

 

 

9,445

 

Net income

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

120,363

 

 

 —

 

 

120,363

 

 

416

 

 

120,779

 

Dividends declared, $0.48 per share

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(108,435)

 

 

 —

 

 

(108,435)

 

 

 —

 

 

(108,435)

 

Other comprehensive loss, net

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(16,534)

 

 

(16,534)

 

 

 —

 

 

(16,534)

 

VIE non-controlling interests

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

431

 

 

431

 

Distributions to non-controlling interests

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(359)

 

 

(359)

 

Balance, March 31, 2015

 

225,550,418

 

$

2,255

 

$

3,837,040

 

1,213,750

 

$

(23,635)

 

$

2,550

 

$

39,362

 

$

3,857,572

 

$

22,544

 

$

3,880,116

 

 

See notes to condensed consolidated financial statements.

 

7


 

Table of Contents 

 

Starwood Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

March 31,

 

    

2016

    

2015

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

27,046

 

$

120,779

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Amortization of deferred financing costs, premiums and discounts on secured financing agreements

 

 

3,974

 

 

3,510

Amortization of convertible debt discount and deferred costs

 

 

5,277

 

 

5,363

Accretion of net discount on investment securities

 

 

(3,373)

 

 

(10,603)

Accretion of net deferred loan fees and discounts

 

 

(8,696)

 

 

(10,179)

Amortization of net discount from secured borrowings on transferred loans

 

 

 —

 

 

4

Share-based compensation

 

 

7,067

 

 

7,491

Share-based component of incentive fees

 

 

10,923

 

 

9,445

Change in fair value of fair value option investment securities

 

 

(753)

 

 

499

Change in fair value of consolidated VIEs

 

 

54,038

 

 

(5,657)

Change in fair value of servicing rights

 

 

6,739

 

 

1,542

Change in fair value of loans held-for-sale

 

 

(6,891)

 

 

(21,131)

Change in fair value of derivatives

 

 

23,557

 

 

(26,724)

Foreign currency loss, net

 

 

402

 

 

30,416

Gain on sale of investments and other assets

 

 

(245)

 

 

(17,198)

Loan loss allowance, net

 

 

(761)

 

 

317

Depreciation and amortization

 

 

16,759

 

 

3,692

Earnings from unconsolidated entities

 

 

(4,065)

 

 

(6,090)

Distributions of earnings from unconsolidated entities

 

 

5,729

 

 

7,030

Loss on extinguishment of debt

 

 

 —

 

 

5,292

Originations of loans held-for-sale, net of principal collections

 

 

(200,433)

 

 

(413,027)

Proceeds from sale of loans held-for-sale

 

 

256,964

 

 

482,009

Changes in operating assets and liabilities:

 

 

 

 

 

 

Related-party payable, net

 

 

(16,965)

 

 

(13,078)

Accrued and capitalized interest receivable, less purchased interest

 

 

(23,350)

 

 

(17,341)

Other assets

 

 

8,779

 

 

1,067

Accounts payable, accrued expenses and other liabilities

 

 

(30,593)

 

 

(23,282)

Net cash provided by operating activities

 

 

131,129

 

 

114,146

Cash Flows from Investing Activities:

 

 

 

 

 

 

Origination and purchase of loans held-for-investment

 

 

(472,237)

 

 

(649,886)

Proceeds from principal collections on loans

 

 

192,813

 

 

285,741

Proceeds from loans sold

 

 

97,882

 

 

85,121

Purchase of investment securities

 

 

(84,337)

 

 

(67,247)

Proceeds from sales of investment securities

 

 

 —

 

 

4,713

Proceeds from principal collections on investment securities

 

 

22,344

 

 

11,737

Deposit on property acquisition

 

 

 —

 

 

(18,178)

Real estate business combinations, net of cash acquired

 

 

(73,639)

 

 

 —

Proceeds from sale of properties

 

 

 —

 

 

33,056

Purchase of other assets

 

 

(2,846)

 

 

(435)

Investment in unconsolidated entities

 

 

(11)

 

 

(28,041)

Distribution of capital from unconsolidated entities

 

 

914

 

 

11,296

Payments for purchase or termination of derivatives

 

 

(12,611)

 

 

(6,117)

Proceeds from termination of derivatives

 

 

7,910

 

 

6,988

Return of investment basis in purchased derivative asset

 

 

69

 

 

90

(Increase) decrease in restricted cash, net

 

 

(24,930)

 

 

5,326

Net cash used in investing activities

 

 

(348,679)

 

 

(325,836)

 

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited, amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

March 31,

 

    

2016

    

2015

Cash Flows from Financing Activities:

 

 

 

 

 

 

Borrowings under financing agreements

 

$

991,192

 

$

1,320,732

Principal repayments on and repurchases of borrowings

 

 

(626,462)

 

 

(847,288)

Payment of deferred financing costs

 

 

(5,969)

 

 

(1,263)

Proceeds from common stock issuances

 

 

82

 

 

55

Payment of dividends

 

 

(114,624)

 

 

(108,189)

Contributions from non-controlling interests

 

 

6,584

 

 

 —

Distributions to non-controlling interests

 

 

(582)

 

 

(359)

Purchase of treasury stock

 

 

(19,723)

 

 

 —

Issuance of debt of consolidated VIEs

 

 

596

 

 

6,763

Repayment of debt of consolidated VIEs

 

 

(55,729)

 

 

(51,538)

Distributions of cash from consolidated VIEs

 

 

7,545

 

 

3,790

Net cash provided by financing activities 

 

 

182,910

 

 

322,703

Net (decrease) increase in cash and cash equivalents

 

 

(34,640)

 

 

111,013

Cash and cash equivalents, beginning of period

 

 

368,815

 

 

255,187

Effect of exchange rate changes on cash

 

 

1,044

 

 

(5,480)

Cash and cash equivalents, end of period

 

$

335,219

 

$

360,720

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

50,254

 

$

48,448

Income taxes paid

 

 

922

 

 

2,903

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Fair value of assets acquired, net of cash

 

$

221,125

 

$

 —

Fair value of liabilities assumed

 

 

147,486

 

 

 —

Net assets acquired from consolidated VIEs

 

 

42,513

 

 

 —

Dividends declared, but not yet paid

 

 

114,572

 

 

108,435

Consolidation of VIEs (VIE asset/liability additions)

 

 

15,103,275

 

 

4,413,608

Deconsolidation of VIEs (VIE asset/liability reductions)

 

 

2,591,268

 

 

17,841

 

See notes to condensed consolidated financial statements.

 

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Starwood Property Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of March 31, 2016

(Unaudited)

 

1. Business and Organization

 

Starwood Property Trust, Inc. (“STWD” and, together with its subsidiaries, “we” or the “Company”) is a Maryland corporation that commenced operations in August 2009, upon the completion of our initial public offering (“IPO”). We are focused primarily on originating, acquiring, financing and managing commercial mortgage loans and other commercial real estate debt investments, commercial mortgage-backed securities (“CMBS”), and other commercial real estate investments in both the U.S. and Europe. We refer to the following as our target assets: commercial real estate mortgage loans, preferred equity interests, CMBS and other commercial real estate-related debt investments. Our target assets may also include residential mortgage-backed securities (“RMBS”), certain residential mortgage loans, distressed or non-performing commercial loans, commercial properties subject to net leases and equity interests in commercial real estate. As market conditions change over time, we may adjust our strategy to take advantage of changes in interest rates and credit spreads as well as economic and credit conditions.

 

We have three reportable business segments as of March 31, 2016:

 

·

Real estate lending (the “Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial first mortgages, subordinated mortgages, mezzanine loans, preferred equity, CMBS, RMBS and other real estate and real estate-related debt investments in both the U.S. and Europe that are held-for-investment.

 

·

Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) servicing businesses in both the U.S. and Europe that manage and work out problem assets, (ii) an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of securitization and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for the primary purpose of selling these loans into securitization transactions, and (iv) an investment business that selectively acquires commercial real estate assets, including properties acquired from CMBS trusts. This segment excludes the consolidation of securitization variable interest entities (“VIEs”).

 

·

Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties, including multi-family properties, that are held for investment.

 

We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). As such, we will generally not be subject to U.S. federal corporate income tax on that portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our stockholders by prescribed dates and comply with various other requirements.

 

We are organized as a holding company and conduct our business primarily through our various wholly-owned subsidiaries. We are externally managed and advised by SPT Management, LLC (our “Manager”) pursuant to the terms of a management agreement. Our Manager is controlled by Barry Sternlicht, our Chairman and Chief Executive Officer. Our Manager is an affiliate of Starwood Capital Group, a privately-held private equity firm founded and controlled by Mr. Sternlicht.

 

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2. Summary of Significant Accounting Policies

 

Balance Sheet Presentation of the Investing and Servicing Segment’s Variable Interest Entities

 

As noted above, the Investing and Servicing Segment operates an investment business that acquires unrated, investment grade and non-investment grade rated CMBS. These securities represent interests in securitization structures (commonly referred to as special purpose entities, or “SPEs”). These SPEs are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. Under accounting principles generally accepted in the United States of America (“GAAP”), SPEs typically qualify as VIEs. These are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

 

Because the Investing and Servicing Segment often serves as the special servicer of the trusts in which it invests, consolidation of these structures is required pursuant to GAAP as outlined in detail below. This results in a consolidated balance sheet which presents the gross assets and liabilities of the VIEs. The assets and other instruments held by these VIEs are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the VIEs do not have any recourse to the general credit of any other consolidated entities, nor to us as the consolidator of these VIEs.

 

The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, an allocable portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

 

Refer to the segment data in Note 22 for a presentation of the Investing and Servicing Segment without consolidation of these VIEs.

 

Basis of Accounting and Principles of Consolidation

 

The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries and VIEs. Intercompany amounts have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been included.

 

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for the full year.

 

Refer to our Form 10-K for a description of our recurring accounting policies. We have included disclosure in this Note 2 regarding principles of consolidation and other accounting policies that (i) are required to be disclosed quarterly, (ii) we view as critical, or (iii) became significant since December 31, 2015 due to a corporate action or increase in the significance of the underlying business activity.

 

Variable Interest Entities

 

We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Accounting Standards Codification (“ASC”) 810, Consolidation, defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its

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economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. We consider our variable interests as well as any variable interests of our related parties in making this determination. Where both of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these factors is not present, we are not the primary beneficiary and do not consolidate the VIE.

 

To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE.

 

Effective January 1, 2016, we implemented Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis, which specifies that the right to remove the decision maker in a VIE must be exercisable without cause for the decision maker to not be deemed the party that has the power to direct the activities of a VIE.  In connection with the implementation of this ASU, we consolidated VIE assets and VIE liabilities from CMBS trusts as of March 31, 2016 where the right to remove the Company as special servicer was not exercisable without cause. Our implementation of the ASU also resulted in the determination that certain unconsolidated entities in which we hold passive non-controlling interests, which prior to the implementation of the ASU were not considered VIEs, are now considered VIEs as the limited partners of these entities do not collectively possess (i) the right to remove the general partner without cause or (ii) the right to participate in significant decisions made by the partnership.  We are not the primary beneficiaries of these VIEs as we do not possess the power to direct the activities of the VIE that most significantly impact their economic performance and therefore continue to report our interests within investment in unconsolidated entities on our condensed consolidated balance sheet.  We applied the provisions of this ASU using a modified retrospective approach which does not require the restatement of prior period financial statements.  There was no cumulative-effect adjustment to equity upon adoption.  Refer to Note 14 for further discussion of the impact of our implementation of ASU 2015-02.

 

To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments, servicing fees, and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by us.

 

Our purchased investment securities include CMBS which are unrated and non-investment grade rated securities issued by CMBS trusts. In certain cases, we may contract to provide special servicing activities for these CMBS trusts, or, as holder of the controlling class, we may have the right to name and remove the special servicer for these trusts. In our role as special servicer, we provide services on defaulted loans within the trusts, such as foreclosure or work-out procedures, as permitted by the underlying contractual agreements. In exchange for these services, we receive a fee. These rights give us the ability to direct activities that could significantly impact the trust’s economic performance. However, in those instances where an unrelated third party has the right to unilaterally remove us as special servicer without cause, we do not have the power to direct activities that most significantly impact the trust’s economic performance. We evaluated all of our positions in such investments for consolidation.

 

For VIEs in which we are determined to be the primary beneficiary, all of the underlying assets, liabilities and equity of the structures are recorded on our books, and the initial investment, along with any associated unrealized holding gains and losses, are eliminated in consolidation. Similarly, the interest income earned from these structures, as well as the fees paid by these trusts to us in our capacity as special servicer, are eliminated in consolidation. Further, an allocable portion of the identified servicing intangible asset associated with the servicing fee streams, and the corresponding allocable amortization or change in fair value of the servicing intangible asset, are also eliminated in consolidation.

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We perform ongoing reassessments of: (1) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and (2) whether changes in the facts and circumstances regarding our involvement with a VIE causes our consolidation conclusion regarding the VIE to change.

 

We elect the fair value option for initial and subsequent recognition of the assets and liabilities of our consolidated VIEs.  Interest income and interest expense associated with these VIEs are no longer relevant on a standalone basis because these amounts are already reflected in the fair value changes.  We have elected to present these items in a single line on our condensed consolidated statements of operations.  The residual difference shown on our condensed consolidated statements of operations in the line item “Change in net assets related to consolidated VIEs” represents our beneficial interest in the VIEs.

 

We separately present the assets and liabilities of our consolidated VIEs as individual line items on our condensed consolidated balance sheets.  The liabilities of our consolidated VIEs consist solely of obligations to the bondholders of the related CMBS trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our consolidated VIEs consist principally of loans, but at times, also include foreclosed loans which have been temporarily converted into real estate owned (“REO”).  These assets in the aggregate are likewise presented as a single line item entitled “VIE assets.”

 

Loans comprise the vast majority of our VIE assets and are carried at fair value due to the election of the fair value option.  When an asset becomes REO, it is due to nonperformance of the loan.  Because the loan is already at fair value, the carrying value of an REO asset is also initially at fair value.  Furthermore, when we consolidate a CMBS trust, any existing REO would be consolidated at fair value.  Once an asset becomes REO, its disposition time is relatively short. As a result, the carrying value of an REO generally approximates fair value under GAAP.

 

In addition to sharing a similar measurement method as the loans in a CMBS trust, the VIE assets as a whole can only be used to settle the obligations of the consolidated VIE.  The assets of our VIEs are not individually accessible by the bondholders, which creates inherent limitations from a valuation perspective.  Also creating limitations from a valuation perspective is our role as special servicer, which provides us very limited visibility, if any, into the performing loans of a CMBS trust.

 

REO assets generally represent a very small percentage of the overall asset pool of a CMBS trust.  In a new issue CMBS trust there are no REO assets.  We estimate that REO assets constitute approximately 4% of our consolidated VIE assets, with the remaining 96% representing loans.  However, it is important to note that the fair value of our VIE assets is determined by reference to our VIE liabilities as permitted under ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity.  In other words, our VIE liabilities are more reliably measurable than the VIE assets, resulting in our current measurement methodology which utilizes this value to determine the fair value of our VIE assets as a whole. As a result, these percentages are not necessarily indicative of the relative fair values of each of these asset categories if the assets were to be valued individually. 

 

Due to our accounting policy election under ASU 2014-13, separately presenting two different asset categories would result in an arbitrary assignment of value to each, with one asset category representing a residual amount, as opposed to its fair value.  However, as a pool, the fair value of the assets in total is equal to the fair value of the liabilities. 

 

For these reasons, the assets of our VIEs are presented in the aggregate.

 

 Fair Value Option

 

The guidance in ASC 825, Financial Instruments, provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are

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reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in our consolidated balance sheets from those instruments using another accounting method.

 

We have elected the fair value option for eligible financial assets and liabilities of our consolidated VIEs, loans held-for-sale originated by the Investing and Servicing Segment’s conduit platform, purchased CMBS issued by VIEs we could consolidate in the future and certain investments in marketable equity securities. The fair value elections for VIE and securitization related items were made in order to mitigate accounting mismatches between the carrying value of the instruments and the related assets and liabilities that we consolidate at fair value. The fair value elections for mortgage loans held-for-sale originated by the Investing and Servicing Segment’s conduit platform were made due to the short-term nature of these instruments. The fair value elections for investments in marketable equity securities were made because the shares are listed on an exchange, which allows us to determine the fair value using a quoted price from an active market.

 

Fair Value Measurements

 

We measure our mortgage‑backed securities, derivative assets and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have elected the fair value option at fair value. When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

 

As discussed above, we measure the assets and liabilities of consolidated VIEs at fair value pursuant to our election of the fair value option. The VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no active management of the underlying assets. In determining the fair value of the assets and liabilities of the VIE, we maximize the use of observable inputs over unobservable inputs. We also acknowledge that our principal market for selling CMBS assets is the securitization market where the market participant is considered to be a CMBS trust or a collateralized debt obligation (“CDO”). This methodology results in the fair value of the assets of a static CMBS trust being equal to the fair value of its liabilities. Refer to Note 19 for further discussion regarding our fair value measurements.

 

Loans Held-for-Investment and Provision for Loan Losses

 

Loans that are held‑for‑investment are carried at cost, net of unamortized acquisition premiums or discounts, loan fees, and origination costs as applicable, unless the loans are deemed impaired. We evaluate each loan classified as held‑for‑investment for impairment at least quarterly. Impairment occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan. If a loan is considered to be impaired, we record an allowance through the provision for loan losses to reduce the carrying value of the loan to the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral. Actual losses, if any, could ultimately differ from these estimates.

 

We perform a quarterly review of our portfolio of loans. In connection with this review, we assess the performance of each loan and assign a risk rating based on several factors, including risk of loss, loan-to-collateral value ratio (“LTV”), collateral performance, structure, exit plan, and sponsorship. Loans are rated “1” through “5”, from less risk to greater risk, in connection with this review.

 

Deferred Financing Costs

In accordance with ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30), effective January 1, 2016 we modified our presentation of deferred financing costs in our condensed consolidated balance sheets to present such costs as a direct deduction from the carrying value of the related debt liability, consistent with debt discounts, rather than as a separate deferred asset as the previous guidance required. Deferred financing costs will continue to be amortized to

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interest expense over the terms of the respective debt agreements. As required by this ASU, we applied this change retrospectively to our prior period condensed consolidated balance sheet presentation.

Earnings Per Share

 

We present both basic and diluted earnings per share (“EPS”) amounts in our financial statements.  Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from (i) our share-based compensation, consisting of unvested restricted stock (“RSAs”) and restricted stock units (“RSUs”), (ii) shares contingently issuable to our Manager, and (iii) the “in-the-money” conversion options associated with our outstanding convertible senior notes (see further discussion in Note 17). Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.

 

Nearly all of the Company’s unvested RSUs and RSAs contain rights to receive non-forfeitable dividends and thus are participating securities.  Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of common stock and participating securities.  For the three months ended March 31, 2016 and 2015, the two-class method resulted in the most dilutive EPS calculation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our loans, investment securities and intangible assets, which has a significant impact on the amounts of interest income, credit losses (if any), and fair values that we record and/or disclose. In addition, the fair value of financial assets and liabilities that are estimated using a discounted cash flows method is significantly impacted by the rates at which we estimate market participants would discount the expected cash flows.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform to our current period presentation.  In that regard, we have reclassified revenues of $2.7 million previously reported in other revenues to rental income in our condensed consolidated statement of operations for the three months ended March 31, 2015.  Expenses of $1.7 million previously reported in other expense have been reclassified to costs of rental operations in our condensed consolidated statement of operations for the three months ended March 31, 2015. 

 

Additionally, in connection with our implementation of ASU 2015-03 discussed above, we reclassified deferred financing costs of $38.3 million and $1.4 million previously reported in other assets to secured financing agreements, net and convertible senior notes, net, respectively, within our condensed consolidated balance sheet as of December 31, 2015.

 

Recent Accounting Developments

 

On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers, which establishes key principles by which an entity determines the amount and timing of revenue recognized from customer contracts.  At issuance, the ASU was effective for the first interim or annual period beginning after December 15, 2016. On August 12, 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers – Deferral of the Effective Date, which delayed the effective date of ASU 2014-09 by one year, resulting in the ASU becoming effective for the first interim or annual period beginning after December 15, 2017.  Early application, which was not permissible under the initial effectiveness timeline, is now permissible though no earlier than as of the first interim or annual period beginning after December 15, 2016.  We do not expect the application of this ASU to materially impact the Company.

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On January 5, 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities, which impacts the accounting for equity investments, financial liabilities under the fair value option, and disclosure requirements for financial instruments.  The ASU shall be applied prospectively and is effective for annual periods, and interim periods therein, beginning after December 15, 2017.  Early application is not permitted. We are in the process of assessing what impact this ASU will have on the Company.    

 

On February 25, 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes a right-of-use model for lessee accounting which results in the recognition of most leased assets and lease liabilities on the balance sheet of the lessee.  Lessor accounting was not significantly changed.  The ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2018 by applying a modified retrospective approach. Early application is permitted. We are in the process of assessing what impact this ASU will have on the Company. 

 

On March 14, 2016, the FASB issued ASU 2016-05, Derivatives and Hedging (Topic 815) – Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that the change in counterparty to a derivative designated in a hedging relationship, in and of itself, would not require that the hedging relationship be de-designated for hedge accounting purposes. The ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2016. Early application is permitted. We do not expect the application of this ASU to materially impact the Company.

 

On March 15, 2016, the FASB issued ASU 2016-07, Investments – Equity Method and Joint Ventures (Topic 323) – Simplifying the Transition to the Equity Method of Accounting, which amends existing guidance to require that in instances where an investee is transitioning from the cost method of accounting to the equity method of accounting due to an increase in ownership level or degree of influence, the investee applies the equity method of accounting prospectively from the date significant influence is obtained, whereas existing guidance requires an investee to retrospectively apply the equity method of accounting for all previous periods in which the investment was held. The ASU is effective for annual periods, and interim periods therein, beginning after December 15, 2016. Early application is permitted. We do not expect the application of this ASU to materially impact the Company.

 

On March 17, 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which amends the principal-versus-agent implementation guidance and illustrations in the FASB’s revenue recognition standard issued in ASU 2014-09. The ASU provides further guidance to assist an entity in the determination of whether the nature of its promise to its customer is to provide the underlying goods or services, meaning the entity is a principal, or to arrange for a third party to provide the underlying goods or services, meaning the entity is an agent.  The ASU is effective for the first interim or annual period beginning after December 15, 2017.  Early application is permissible though no earlier than the first interim or annual period beginning after December 15, 2016.  We do not expect the application of this ASU to materially impact the Company.

 

On March 30, 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting, which seeks to simplify the accounting for employee share-based payment transactions, including the accounting for associated income taxes and forfeitures. The ASU is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. Early application is permitted in any interim or annual period.  We do not expect the application of this ASU to materially impact the Company.

 

On April 14, 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing, which amends guidance and illustrations in the FASB’s revenue recognition standard issued in ASU 2014-09 regarding the identification of performance obligations and the implementation guidance on licensing arrangements. The ASU is effective for the first interim or annual period beginning after December 15, 2017.  Early application is permissible though no earlier than the first interim or annual period beginning after December 15, 2016.  We do not expect the application of this ASU to materially impact the Company.

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3.  Acquisitions 

 

Woodstar Portfolio Acquisition

 

During the three months ended March 31, 2016, we acquired 12 of the 32 affordable housing communities which comprise our “Woodstar Portfolio.”  The Woodstar Portfolio in its entirety is comprised of 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas and is 98% occupied.

 

The 12 affordable housing communities acquired during the three months ended March 31, 2016 comprise 3,082 units with total assets of $227.4 million and assumed liabilities of $147.5 million, which includes federal, state and county sponsored financing.  Refer to Note 9 for further discussion of these assumed debt facilities.

 

For the period from their respective acquisition dates through March 31, 2016, we recognized revenues of $5.6 million and a net loss of $0.8 million related to the 12 properties acquired into the Woodstar Portfolio.  Such net loss includes (i) depreciation and amortization expense of $3.2 million and (ii) one-time acquisition-related costs, such as legal and due diligence costs, of approximately $0.6 million.  No goodwill was recognized in connection with the Woodstar Portfolio acquisition as the purchase price equaled the fair value of the net assets acquired.

 

The remaining two properties in the Woodstar Portfolio not acquired prior to March 31, 2016 were acquired in April 2016. As of May 9, 2016, the initial accounting for these acquisitions was not sufficiently complete to allow for inclusion of the ASC 805 disclosures herein. Refer to Note 23 for further discussion.

 

Investing and Servicing Segment Property Portfolio

 

During the three months ended March 31, 2016, our Investing and Servicing Segment acquired controlling interests in two U.S. commercial real estate properties from CMBS trusts for $21.6 million. These properties, aggregated with the controlling interests in 14 U.S. commercial real estate properties acquired from CMBS trusts during the year ended December 31, 2015 for $138.7 million, comprise the Investing and Servicing Segment Property Portfolio (the “REO Portfolio”). When these properties are acquired from CMBS trusts that are consolidated as VIEs on our balance sheet, these acquisitions are reflected as repayment of debt of consolidated VIEs in our consolidated statement of cash flows. No goodwill was recognized in connection with the REO Portfolio acquisitions as the purchase price equaled the fair value of the net assets acquired.

 

Ireland Portfolio Acquisition

 

During 2015, we acquired 12 net leased fully occupied office properties and one multi-family property all located in Dublin, Ireland.  Collectively, these 13 properties comprise our “Ireland Portfolio”. 

 

The Ireland Portfolio, which collectively comprises approximately 600,000 square feet, included total assets of $518.2 million and assumed debt of $283.0 million at acquisition. Following our acquisition, all assumed debt was immediately extinguished and replaced with new financing of $328.6 million from the Ireland Portfolio Mortgage (as set forth in Note 9).  All properties within the Ireland Portfolio were acquired from entities controlled by the same third party investment fund. No goodwill was recognized in connection with the Ireland Portfolio acquisition as the purchase price equaled the fair value of the net assets acquired.

 

Purchase Price Allocations of Acquisitions

 

We applied the provisions of ASC 805, Business Combinations, in accounting for our acquisitions of the Woodstar Portfolio, the REO Portfolio and the Ireland Portfolio.  In doing so, we have recorded all identifiable assets acquired and liabilities assumed at fair value as of the respective acquisition dates.  These amounts for the Woodstar Portfolio, the REO Portfolio and the Ireland Portfolio are provisional and may be adjusted during the measurement period, which expires no later than one year from the acquisition dates, if new information is obtained that, if known, would have affected the amounts recognized as of the acquisition dates.

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The following table summarizes the identified assets acquired and liabilities assumed at the respective acquisition dates (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

2015

 

    

Woodstar

    

REO

    

Woodstar

    

REO

    

Ireland

Assets acquired:

 

Portfolio

 

Portfolio

 

Portfolio

 

Portfolio

 

Portfolio

Cash and cash equivalents

 

$

6,254

 

$

 —

 

$

 —

 

$

 —

 

$

 —

Restricted cash

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

10,829

Properties

 

 

198,693

 

 

20,707

 

 

339,040

 

 

128,218

 

 

445,369

Intangible assets

 

 

6,837

 

 

5,558

 

 

11,337

 

 

19,381

 

 

59,529

Other assets

 

 

15,595

 

 

103

 

 

652

 

 

4,973

 

 

2,508

Total assets acquired

 

 

227,379

 

 

26,368

 

 

351,029

 

 

152,572

 

 

518,235

Liabilities assumed:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses and other liabilities

 

 

18,070

 

 

1,715

 

 

18,030

 

 

6,998

 

 

17,552

Secured financing agreements

 

 

129,416

 

 

 —

 

 

8,982

 

 

 —

 

 

283,010

Total liabilities assumed

 

 

147,486

 

 

1,715

 

 

27,012

 

 

6,998

 

 

300,562

Non-controlling interests

 

 

 —

 

 

3,084

 

 

 —

 

 

6,904

 

 

 —

Net assets acquired

 

$

79,893

 

$

21,569

 

$

324,017

 

$

138,670

 

$

217,673

 

Pro-Forma Operating Data

 

The pro-forma revenues and net income attributable to the Company for the three months ended March 31, 2016 and 2015, assuming the 30 properties acquired within the Woodstar Portfolio and all the properties within the REO Portfolio and the Ireland Portfolio were acquired on January 1, 2014 for the 2015 acquisitions and January 1, 2015 for the 2016 acquisitions, are as follows (amounts in thousands, except per share amounts):