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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 September 30, 2020

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:

(203422-7700

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: (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 every Interactive Data File required to be submitted 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 such files). Yes No

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

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

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.

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 October 30, 2020 was 284,687,634.

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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, 2019, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and this Quarterly Report on Form 10-Q, including those set forth under the captions “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

the severity and duration of the pandemic of the novel strain of coronavirus (“COVID-19”), actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact and the adverse impacts that the COVID-19 pandemic has had, and will likely continue to have, on the global economy, on the borrowers underlying our real estate-related assets and infrastructure loans and tenants of our owned properties, including their ability to make payments on their loans or to pay rent, as the case may be, and on our operations and financial performance;

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;

our ability to integrate our prior acquisition of the project finance origination, underwriting and capital markets business of GE Capital Global Holdings, LLC into our business and to achieve the benefits that we anticipate from the acquisition;

national and local economic and business conditions, including continued disruption from the COVID-19 pandemic;

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

2

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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.

3

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TABLE OF CONTENTS

Page

Part I

Financial Information

Item 1.

Financial Statements

5

Condensed Consolidated Balance Sheets

5

Condensed Consolidated Statements of Operations

6

Condensed Consolidated Statements of Comprehensive Income

7

Condensed Consolidated Statements of Equity

8

Condensed Consolidated Statements of Cash Flows

10

Notes to Condensed Consolidated Financial Statements

12

Note 1 Business and Organization

12

Note 2 Summary of Significant Accounting Policies

13

Note 3 Acquisitions and Divestitures

19

Note 4 Loans

20

Note 5 Investment Securities

25

Note 6 Properties

28

Note 7 Investment in Unconsolidated Entities

30

Note 8 Goodwill and Intangibles

31

Note 9 Secured Borrowings

33

Note 10 Unsecured Senior Notes

36

Note 11 Loan Securitization/Sale Activities

37

Note 12 Derivatives and Hedging Activity

38

Note 13 Offsetting Assets and Liabilities

40

Note 14 Variable Interest Entities

40

Note 15 Related-Party Transactions

42

Note 16 Stockholders’ Equity and Non-Controlling Interests

44

Note 17 Earnings per Share

46

Note 18 Accumulated Other Comprehensive Income

47

Note 19 Fair Value

48

Note 20 Income Taxes

55

Note 21 Commitments and Contingencies

56

Note 22 Segment Data

57

Note 23 Subsequent Events

63

Item 2.

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

64

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

106

Item 4.

Controls and Procedures

110

Part II

Other Information

Item 1.

Legal Proceedings

111

Item 1A.

Risk Factors

111

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

114

Item 3.

Defaults Upon Senior Securities

114

Item 4.

Mine Safety Disclosures

114

Item 5.

Other Information

114

Item 6.

Exhibits

115

4

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

September 30, 2020

December 31, 2019

Assets:

Cash and cash equivalents

$

379,870

$

478,388

Restricted cash

 

131,336

 

95,643

Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value)

 

10,918,652

 

10,586,074

Loans held-for-sale ($1,012,673 and $764,622 held at fair value)

 

1,012,673

 

884,150

Investment securities, net of credit loss allowances of $6,425 and $0 ($203,817 and $239,600 held at fair value)

 

745,113

 

810,238

Properties, net

2,207,822

2,266,440

Intangible assets ($14,589 and $16,917 held at fair value)

 

74,139

 

85,700

Investment in unconsolidated entities

 

104,384

 

84,329

Goodwill

 

259,846

 

259,846

Derivative assets

 

64,825

 

28,943

Accrued interest receivable

 

78,030

 

64,087

Other assets

 

163,474

 

211,323

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

 

64,477,475

 

62,187,175

Total Assets

$

80,617,639

$

78,042,336

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

201,491

$

212,006

Related-party payable

 

22,096

 

40,925

Dividends payable

 

138,264

 

137,427

Derivative liabilities

 

13,452

 

8,740

Secured financing agreements, net

 

9,615,892

 

8,906,048

Collateralized loan obligations, net

929,931

928,060

Unsecured senior notes, net

 

1,934,555

 

1,928,622

VIE liabilities, at fair value

 

62,876,265

 

60,743,494

Total Liabilities

 

75,731,946

 

72,905,322

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, 291,787,327 issued and 284,681,766 outstanding as of September 30, 2020 and 287,380,891 issued and 282,200,751 outstanding as of December 31, 2019

 

2,918

 

2,874

Additional paid-in capital

 

5,200,716

 

5,132,532

Treasury stock (7,105,561 shares and 5,180,140 shares)

 

(133,024)

 

(104,194)

Accumulated other comprehensive income

 

42,285

 

50,932

Accumulated deficit

 

(599,014)

 

(381,719)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

4,513,881

 

4,700,425

Non-controlling interests in consolidated subsidiaries

 

371,812

 

436,589

Total Equity

 

4,885,693

 

5,137,014

Total Liabilities and Equity

$

80,617,639

$

78,042,336

Note: In addition to the VIE assets and liabilities which are separately presented, our condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019 include assets of $1.1 billion and liabilities of $0.9 billion related to a consolidated collateralized loan obligation (“CLO”), which is considered to be a VIE.  The CLO’s assets can only be used to settle obligations of the CLO, and the CLO’s liabilities do not have recourse to Starwood Property Trust, Inc. Refer to Note 14 for additional discussion of VIEs.

See notes to condensed consolidated financial statements.

5

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

For the Nine Months Ended

September 30,

September 30,

2020

    

2019

   

2020

    

2019

Revenues:

Interest income from loans

$

169,404

$

172,030

$

557,934

$

546,912

Interest income from investment securities

 

12,186

 

16,676

 

42,070

 

56,853

Servicing fees

 

9,548

 

14,333

 

20,999

 

47,774

Rental income

75,978

84,654

222,834

255,784

Other revenues

 

311

 

637

 

1,756

 

2,668

Total revenues

 

267,427

 

288,330

 

845,593

 

909,991

Costs and expenses:

Management fees

 

23,127

 

30,238

 

86,970

 

76,227

Interest expense

 

95,981

 

123,156

 

317,499

 

387,954

General and administrative

 

39,478

 

39,766

 

110,857

 

112,274

Acquisition and investment pursuit costs

 

884

 

163

 

3,383

 

579

Costs of rental operations

29,522

31,568

87,368

91,874

Depreciation and amortization

 

23,581

 

28,269

 

70,982

 

86,075

Credit loss (reversal) provision, net

 

(3,587)

 

(39)

 

55,284

 

3,242

Other expense

 

172

 

123

 

662

 

1,777

Total costs and expenses

 

209,158

 

253,244

 

733,005

 

760,002

Other income (loss):

Change in net assets related to consolidated VIEs

 

58,585

 

61,767

 

64,353

 

164,761

Change in fair value of servicing rights

 

634

 

(625)

 

(2,328)

 

(2,308)

Change in fair value of investment securities, net

 

(199)

 

266

 

3,132

 

995

Change in fair value of mortgage loans, net

 

61,384

 

32,521

 

79,700

 

65,678

Earnings (loss) from unconsolidated entities

 

3,192

 

2,747

 

32,065

 

(31,636)

Gain on sale of investments and other assets, net

 

 

21,157

 

6,768

 

28,157

(Loss) gain on derivative financial instruments, net

 

(28,097)

 

21,933

 

(34,485)

 

19,694

Foreign currency gain (loss), net

 

25,452

 

(15,664)

 

(1,861)

 

(17,134)

Loss on extinguishment of debt

(4,624)

(2,377)

(10,738)

Other income (loss), net

 

357

 

(50)

 

687

 

(123)

Total other income

 

121,308

 

119,428

 

145,654

 

217,346

Income before income taxes

 

179,577

 

154,514

 

258,242

 

367,335

Income tax provision

 

(14,843)

 

(4,513)

 

(6,816)

 

(8,380)

Net income

 

164,734

 

150,001

 

251,426

 

358,955

Net income attributable to non-controlling interests

 

(12,900)

 

(9,605)

 

(26,705)

 

(21,160)

Net income attributable to Starwood Property Trust, Inc.

$

151,834

$

140,396

$

224,721

$

337,795

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

Basic

$

0.53

$

0.50

$

0.79

$

1.20

Diluted

$

0.52

$

0.49

$

0.79

$

1.19

See notes to condensed consolidated financial statements.

6

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, amounts in thousands)

   

For the Three Months Ended

   

For the Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019

Net income

$

164,734

$

150,001

$

251,426

$

358,955

Other comprehensive loss (net change by component):

Available-for-sale securities

 

(581)

 

(579)

 

(8,647)

 

(1,045)

Foreign currency translation

 

 

(4,168)

 

 

(5,238)

Other comprehensive loss

 

(581)

 

(4,747)

 

(8,647)

 

(6,283)

Comprehensive income

 

164,153

 

145,254

 

242,779

 

352,672

Less: Comprehensive income attributable to non-controlling interests

 

(12,900)

 

(9,605)

 

(26,705)

 

(21,160)

Comprehensive income attributable to Starwood Property Trust, Inc.

$

151,253

$

135,649

$

216,074

$

331,512

See notes to condensed consolidated financial statements.

7

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

For the Three Months Ended September 30, 2020 and 2019

(Unaudited, amounts in thousands, except share data)

Total

Starwood

Accumulated

Property

Common stock

Additional

Other

Trust, Inc.

Non-

Par

Paid-in

Treasury Stock

Accumulated

Comprehensive

Stockholders’

Controlling

Total

    

Shares

    

Value

    

Capital

    

Shares

    

Amount

    

Deficit

    

Income

    

Equity

    

Interests

    

Equity

Balance, June 30, 2020

 

291,573,083

$

2,916

$

5,193,572

 

7,105,561

$

(133,024)

$

(614,093)

$

42,866

$

4,492,237

$

372,559

$

4,864,796

Proceeds from DRIP Plan

34,309

1

520

521

521

Redemption of Class A Units

418

418

(1,703)

(1,285)

Equity offering costs

(54)

(54)

(54)

Share-based compensation

179,935

1

6,260

6,261

6,261

Net income

 

151,834

151,834

12,900

164,734

Dividends declared, $0.48 per share

 

(136,755)

(136,755)

(136,755)

Other comprehensive loss, net

 

(581)

(581)

(581)

VIE non-controlling interests

12

12

Contributions from non-controlling interests

251

251

Distributions to non-controlling interests

 

(12,207)

(12,207)

Balance, September 30, 2020

 

291,787,327

$

2,918

$

5,200,716

 

7,105,561

$

(133,024)

$

(599,014)

$

42,285

$

4,513,881

$

371,812

$

4,885,693

Balance, June 30, 2019

 

286,451,361

$

2,864

$

5,103,771

5,180,140

$

(104,194)

$

(421,858)

$

57,124

$

4,637,707

$

265,544

$

4,903,251

Proceeds from DRIP Plan

 

10,751

253

 

253

253

Redemption of Class A Units for common stock

219,831

2

4,695

 

4,697

(4,697)

Equity offering costs

 

(19)

 

(19)

(19)

Share-based compensation

 

435,216

5

12,971

 

12,976

 

12,976

Net income

 

 

140,396

140,396

9,605

 

150,001

Dividends declared, $0.48 per share

 

 

(136,067)

(136,067)

 

(136,067)

Other comprehensive loss, net

 

 

(4,747)

(4,747)

 

(4,747)

VIE non-controlling interests

 

 

(2,615)

(2,615)

Contributions from non-controlling interests

 

 

658

658

Distributions to non-controlling interests

 

 

(10,677)

 

(10,677)

Balance, September 30, 2019

 

287,117,159

$

2,871

$

5,121,671

 

5,180,140

$

(104,194)

$

(417,529)

$

52,377

$

4,655,196

$

257,818

$

4,913,014

See notes to condensed consolidated financial statements.

8

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity (Continued)

For the Nine Months Ended September 30, 2020 and 2019

(Unaudited, amounts in thousands, except share data)

Total

 

Starwood

 

Accumulated

Property

 

Common stock

Additional

Other

Trust, Inc.

Non-

 

Par

Paid-in

Treasury Stock

Accumulated

Comprehensive

Stockholders’

Controlling

Total

 

    

Shares

    

Value

    

Capital

    

Shares

    

Amount

    

Deficit

    

Income

    

Equity

    

Interests

    

Equity

 

Balance, December 31, 2019

 

287,380,891

$

2,874

$

5,132,532

5,180,140

$

(104,194)

$

(381,719)

$

50,932

$

4,700,425

$

436,589

$

5,137,014

Cumulative effect of credit loss accounting standard effective January 1, 2020

(32,286)

(32,286)

(32,286)

Proceeds from DRIP Plan

59,340

1

889

890

890

Redemption of Class A Units

409,712

4

8,952

8,956

(10,241)

(1,285)

Equity offering costs

(69)

(69)

(69)

Common stock repurchased

1,925,421

(28,830)

(28,830)

(28,830)

Share-based compensation

1,516,152

15

22,390

22,405

22,405

Manager fees paid in stock

 

2,421,232

24

36,022

36,046

36,046

Net income

 

224,721

224,721

26,705

251,426

Dividends declared, $1.44 per share

 

(409,730)

(409,730)

(409,730)

Other comprehensive loss, net

 

(8,647)

(8,647)

(8,647)

VIE non-controlling interests

(2,177)

(2,177)

Contributions from non-controlling interests

9,657

9,657

Distributions to non-controlling interests

 

(88,721)

(88,721)

Balance, September 30, 2020

 

291,787,327

$

2,918

$

5,200,716

 

7,105,561

$

(133,024)

$

(599,014)

$

42,285

$

4,513,881

$

371,812

$

4,885,693

Balance, December 31, 2018

 

280,839,692

$

2,808

$

4,995,156

5,180,140

$

(104,194)

$

(348,998)

$

58,660

$

4,603,432

$

296,757

$

4,900,189

Proceeds from DRIP Plan

27,887

632

632

632

Redemption of Class A Units

974,176

10

21,060

21,070

(21,070)

Equity offering costs

(27)

(27)

(27)

Conversion of 2019 Convertible Notes

3,611,918

36

67,526

67,562

67,562

Share-based compensation

 

1,168,123

12

26,352

26,364

 

26,364

Manager fees paid in stock

 

495,363

5

10,972

10,977

 

10,977

Net income

 

337,795

337,795

21,160

 

358,955

Dividends declared, $1.44 per share

 

(406,326)

(406,326)

 

(406,326)

Other comprehensive loss, net

 

(6,283)

(6,283)

 

(6,283)

VIE non-controlling interests

 

(2,792)

(2,792)

Contributions from non-controlling interests

 

5,294

5,294

Distributions to non-controlling interests

 

(41,531)

 

(41,531)

Balance, September 30, 2019

 

287,117,159

$

2,871

$

5,121,671

 

5,180,140

$

(104,194)

$

(417,529)

$

52,377

$

4,655,196

$

257,818

$

4,913,014

See notes to condensed consolidated financial statements.

9

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)

For the Nine Months Ended

September 30,

 

2020

    

2019

Cash Flows from Operating Activities:

Net income

$

251,426

$

358,955

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

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

 

29,996

 

25,942

Amortization of discounts and deferred financing costs on unsecured senior notes

 

5,933

 

5,830

Accretion of net discount on investment securities

 

(9,362)

 

(10,338)

Accretion of net deferred loan fees and discounts

 

(30,468)

 

(24,193)

Share-based compensation

 

22,405

 

26,364

Manager fees paid in stock

 

36,046

 

10,977

Change in fair value of investment securities

 

(3,132)

 

(995)

Change in fair value of consolidated VIEs

 

41,008

 

(32,984)

Change in fair value of servicing rights

 

2,328

 

2,308

Change in fair value of loans

 

(79,700)

 

(65,678)

Change in fair value of derivatives

 

41,146

 

(16,043)

Foreign currency loss, net

 

1,861

 

17,134

Gain on sale of investments and other assets

 

(6,768)

 

(28,157)

Impairment charges on properties and related intangibles

 

 

1,392

Credit loss provision, net

 

55,284

 

3,242

Depreciation and amortization

 

70,626

 

86,172

(Earnings) loss from unconsolidated entities

 

(32,065)

 

31,636

Distributions of earnings from unconsolidated entities

 

2,334

 

9,730

Loss on extinguishment of debt

2,377

10,738

Origination and purchase of loans held-for-sale, net of principal collections

 

(1,725,341)

 

(2,549,697)

Proceeds from sale of loans held-for-sale

 

1,997,651

 

1,774,794

Changes in operating assets and liabilities:

Related-party payable, net

 

(18,829)

 

(19,557)

Accrued and capitalized interest receivable, less purchased interest

 

(121,923)

 

(71,906)

Other assets

 

3,007

 

(112,723)

Accounts payable, accrued expenses and other liabilities

 

(9,691)

 

(2,734)

Net cash provided by (used in) operating activities

 

526,149

 

(569,791)

Cash Flows from Investing Activities:

Origination and purchase of loans held-for-investment

 

(2,368,931)

 

(2,987,685)

Proceeds from principal collections on loans

 

1,357,445

 

2,312,992

Proceeds from loans sold

 

435,097

 

945,066

Purchase and funding of investment securities

 

(22,408)

 

(5,165)

Proceeds from sales of investment securities

 

7,940

 

3,978

Proceeds from principal collections on investment securities

 

67,957

 

118,892

Proceeds from sales of real estate

 

23,805

 

52,336

Purchases and additions to properties and other assets

(17,923)

(22,977)

Investment in unconsolidated entities

(3,133)

(8,365)

Proceeds from sale of interest in unconsolidated entities

10,313

Distribution of capital from unconsolidated entities

 

2,485

 

12,455

Payments for purchase or termination of derivatives

 

(76,270)

 

(36,360)

Proceeds from termination of derivatives

 

13,667

 

12,979

Net cash (used in) provided by investing activities

 

(569,956)

 

398,146

See notes to condensed consolidated financial statements.

10

Table of Contents 

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited, amounts in thousands)

For the Nine Months Ended

September 30,

 

2020

    

2019

Cash Flows from Financing Activities:

Proceeds from borrowings

$

4,935,556

$

6,084,209

Principal repayments on and repurchases of borrowings

 

(4,221,999)

 

(5,549,756)

Payment of deferred financing costs

 

(17,978)

 

(45,403)

Proceeds from common stock issuances

 

511

 

632

Payment of equity offering costs

(69)

(27)

Payment of dividends

 

(408,893)

 

(402,519)

Contributions from non-controlling interests

9,657

5,294

Distributions to non-controlling interests

 

(90,006)

 

(41,531)

Purchase of treasury stock

 

(28,830)

 

Issuance of debt of consolidated VIEs

 

24,376

 

149,949

Repayment of debt of consolidated VIEs

 

(279,419)

 

(158,315)

Distributions of cash from consolidated VIEs

 

57,174

 

38,607

Net cash (used in) provided by financing activities

 

(19,920)

 

81,140

Net decrease in cash, cash equivalents and restricted cash

 

(63,727)

 

(90,505)

Cash, cash equivalents and restricted cash, beginning of period

 

574,031

 

487,865

Effect of exchange rate changes on cash

 

902

 

(2,702)

Cash, cash equivalents and restricted cash, end of period

$

511,206

$

394,658

Supplemental disclosure of cash flow information:

Cash paid for interest

$

284,855

$

367,291

Income taxes paid

 

2,261

 

8,848

Supplemental disclosure of non-cash investing and financing activities:

Dividends declared, but not yet paid

$

138,737

$

136,533

Consolidation of VIEs (VIE asset/liability additions)

 

3,589,657

 

6,103,915

Deconsolidation of VIEs (VIE asset/liability reductions)

 

7,652

 

341,186

Reclassification of loans held-for-investment to held-for-sale

449,025

Reclassification of loans held-for-sale to held-for-investment

104,327

340,948

Loan principal collections temporarily held at master servicer

9,911

Redemption of Class A Units for common stock

8,538

21,070

Unsettled common stock issuances

379

Settlement of 2019 Convertible Notes in shares

75,525

Settlement of loans transferred as secured borrowings

74,692

Net assets acquired through foreclosure

27,416

Lease liabilities arising from obtaining right-of-use assets

9,626

Net assets acquired from consolidated VIEs

8,613

See notes to condensed consolidated financial statements.

11

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Starwood Property Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of September 30, 2020

(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. We are focused primarily on originating, acquiring, financing and managing mortgage loans and other real estate investments in both the United States (“U.S.”) and Europe. 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 four reportable business segments as of September 30, 2020 and we refer to the investments within these segments as our target assets:

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-related debt investments in both the U.S. and Europe (including distressed or non-performing loans). Our residential mortgage loans are secured by a first mortgage lien on residential property and consist of non-agency residential mortgage loans that are not guaranteed by any U.S. Government agency or federally chartered corporation.

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties, including multifamily properties and commercial properties subject to net leases, that are held for investment.

Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works 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.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

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 by Mr. Sternlicht.

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2. Summary of Significant Accounting Policies

Balance Sheet Presentation of Securitization Variable Interest Entities

We operate investment businesses that acquire unrated, investment grade and non-investment grade rated CMBS and RMBS. 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 we often serve as the special servicer or servicing administrator of the trusts in which we invest, or we have the ability to remove and replace the special servicer without cause, 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 our business segments 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, 2019 (our “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and nine months ended September 30, 2020 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, (iii) became significant since December 31, 2019 due to a corporate action or increase in the significance of the underlying business activity or (iv) changed upon adoption of an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Variable Interest Entities

In addition to the securitization VIEs, we have financed a pool of our loans through a collateralized loan obligation (“CLO”) which is considered a VIE. We also hold interests in certain other entities which are considered VIEs as the limited partners of those entities with equity at risk do not collectively possess (i) the right to remove the general partner or dissolve the partnership without cause or (ii) the right to participate in significant decisions made by the partnership.

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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 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: (i) identifying the activities that most significantly impact the VIE’s economic performance; and (ii) 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. 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.

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 unrated and non-investment grade rated securities issued by securitization trusts. In certain cases, we may contract to provide special servicing activities for these 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 securitization 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.

We perform ongoing reassessments of: (i) 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 (ii) 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 securitization 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.

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We separately present the assets and liabilities of our consolidated securitization VIEs as individual line items on our condensed consolidated balance sheets. The liabilities of our consolidated securitization VIEs consist solely of obligations to the bondholders of the related trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our consolidated securitization 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 securitization 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 non-performance 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 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 trust, the securitization VIE assets as a whole can only be used to settle the obligations of the consolidated VIE. The assets of our securitization 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 trust.

REO assets generally represent a very small percentage of the overall asset pool of a trust. In new issue trusts there are no REO assets. We estimate that REO assets constitute approximately 1% of our consolidated securitization VIE assets, with the remaining 99% representing loans. However, it is important to note that the fair value of our securitization VIE assets is determined by reference to our securitization 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 securitization 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 securitization 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 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 certain eligible financial assets and liabilities of our consolidated securitization VIEs, residential loans held-for-investment, loans held-for-sale originated or acquired for future securitization and purchased CMBS issued by VIEs we could consolidate in the future. 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 residential mortgage loans held-for-investment were made in order to maintain consistency across all our residential mortgage loans. The fair value elections for mortgage loans held-for-sale were made due to the expected short-term holding period of these instruments.

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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 securitization VIEs at fair value pursuant to our election of the fair value option. The securitization 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 securitization VIEs, we maximize the use of observable inputs over unobservable inputs. Refer to Note 19 for further discussion regarding our fair value measurements.

Loans Held-for-Investment

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 credit deteriorated or we have elected to apply the fair value option at purchase.

Loans Held-For-Sale

Our loans that we intend to sell or liquidate in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase.

Credit Losses

Loans and Debt Securities Measured at Amortized Cost

ASC 326, Financial Instruments – Credit Losses, became effective for the Company on January 1, 2020. ASC 326 mandates the use of a current expected credit loss model (“CECL”) for estimating future credit losses of certain financial instruments measured at amortized cost, instead of the “incurred loss” credit model previously required under GAAP. The CECL model requires the consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event under the previous “incurred loss” methodology. The CECL model applies to our loans held-for-investment (“HFI”) and our held-to-maturity (“HTM”) debt securities which are carried at amortized cost, including future funding commitments and accrued interest receivable related to those loans and securities. However, as permitted by ASC 326, we have elected not to measure an allowance for credit losses on accrued interest receivable (which is classified separately on our condensed consolidated balance sheet), but rather write off in a timely manner by reversing interest income and/or cease accruing interest that would likely be uncollectible. Our adoption of the CECL model resulted in a $32.3 million increase to our total allowance for credit losses, which was recognized as a cumulative-effect adjustment to accumulated deficit as of January 1, 2020.

As we do not have a history of realized credit losses on our HFI loans and HTM securities, we have subscribed to third party database services to provide us with historical industry losses for both commercial real estate and infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios. See Note 4 for further discussion of our methodologies.

We also evaluate each loan and security measured at amortized cost for credit deterioration at least quarterly. Credit deterioration 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 or security. If a loan or security is considered to be credit deteriorated, we depart from the industry loss rate approach described above and determine the credit loss allowance as any excess of the amortized cost basis of the loan or security over (i) the present value of expected future cash flows discounted at the contractual effective interest rate or (ii) the fair value of the collateral, if repayment is expected solely from the collateral.

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Available-for-Sale Debt Securities

Separate provisions of ASC 326 apply to our available-for-sale (“AFS”) debt securities, which are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (“AOCI”). We are required to establish an initial credit loss allowance for those securities that are purchased with credit deterioration (“PCD”) by grossing up the amortized cost basis of each security and providing an offsetting credit loss allowance for the difference between expected cash flows and contractual cash flows, both on a present value basis. As of the January 1, 2020 effective date, no such credit loss allowance gross-up was required on our AFS debt securities with PCD due to their individual unrealized gain positions as of that date.

Subsequently, cumulative adverse changes in expected cash flows on our AFS debt securities are recognized currently as an increase to the allowance for credit losses. However, the allowance is limited to the amount by which the AFS debt security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a decrease to the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a prospective yield adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that is attributable solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a prospective yield adjustment.

Goodwill

ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment, became effective for the Company on January 1, 2020. This ASU specifies that goodwill impairment be measured as the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value, eliminating the requirement that all assets and liabilities of the reporting unit be remeasured individually in connection with measurement of goodwill impairment.

Revenue Recognition

Interest Income

Interest income on performing loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. For loans where we do not elect the fair value option, origination fees and direct loan origination costs are also recognized in interest income over the loan term as a yield adjustment using the effective interest method. When we elect the fair value option, origination fees and direct loan costs are recorded directly in income and are not deferred. Discounts or premiums associated with the purchase of non-performing loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to our cash flow projections.

We cease accruing interest on non-performing loans at the earlier of (i) the loan becoming significantly past due or (ii) management concluding that a full recovery of all interest and principal is doubtful. Interest income on non-accrual loans in which management expects a full recovery of the loan’s outstanding principal balance is only recognized when received in cash. If a full recovery of principal is doubtful, the cost recovery method is applied whereby any cash received is applied to the outstanding principal balance of the loan. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms.

For loans acquired with deteriorated credit quality, interest income is only recognized to the extent that our estimate of undiscounted expected principal and interest exceeds our investment in the loan. Such excess, if any, is recognized as interest income on a level-yield basis over the life of the loan.

Upon the sale of loans or securities which are not accounted for pursuant to the fair value option, the excess (or deficiency) of net proceeds over the net carrying value of such loans or securities is recognized as a realized gain (loss).

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Servicing Fees

We typically seek to be the special servicer on CMBS transactions in which we invest. When we are appointed to serve in this capacity, we earn special servicing fees from the related activities performed, which consist primarily of overseeing the workout of under-performing and non-performing loans underlying the CMBS transactions. These fees are recognized in income in the period in which the services are performed and the revenue recognition criteria have been met.

Rental Income

Rental income is recognized when earned from tenants. For leases that provide rent concessions or fixed escalations over the lease term, rental income is recognized on a straight-line basis over the noncancelable term of the lease. In net lease arrangements, costs reimbursable from tenants are recognized in rental income in the period in which the related expenses are incurred as we are generally the primary obligor with respect to purchasing goods and services for property operations. In instances where the tenant is responsible for property maintenance and repairs and contracts and settles such costs directly with third party service providers, we do not reflect those expenses in our consolidated statement of operations as the tenant is the primary obligor.

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, (iii) the conversion options associated with our outstanding convertible senior notes (the “Convertible Notes”) (see Notes 10 and 17) and (iv) non-controlling interests that are redeemable with our common stock (see Note 16). 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. In addition, the non-controlling interests that are redeemable with our common stock are considered participating securities because they earn a preferred return indexed to the dividend rate on our common stock (see Note 16). 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 and nine months ended September 30, 2020 and 2019, 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. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our investments, which has a significant impact on the amount of income 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.

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 200 countries and territories, including every state in the U.S and in cities and regions where our corporate headquarters and/or properties that secure our investments, or properties that we own, are located, and is continuing to spread. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and since then, numerous countries, including the U.S., have declared national emergencies with respect to COVID-19 and have instituted “stay-at-home” guidelines or orders to help prevent its spread. Such actions are creating disruption in global supply chains, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. We believe the estimates and assumptions underlying

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our consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2020. However, uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and our business in particular, makes any estimates and assumptions as of September 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.

Recent Accounting Developments

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through September 30, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation into a debt component and an equity or derivative component. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives and the convertible instruments are not issued with substantial premiums accounted for as paid-in capital. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also revises the derivative scope exception for contracts in an entity’s own equity and improves the consistency of EPS calculations. This ASU is effective for larger public business entities’ annual periods, and interim periods therein, beginning after December 15, 2021. Early application is permitted for fiscal years beginning after December 15, 2020. We expect to early adopt this ASU effective January 1, 2021 through the modified retrospective method of transition, resulting in a cumulative adjustment to our beginning accumulated deficit as of that date related to our outstanding Convertible Notes. We do not expect the application of this ASU, including the cumulative adjustment upon adoption, to materially impact our consolidated financial statements.

3. Acquisitions and Divestitures

During the nine months ended September 30, 2020, we had no significant acquisitions of properties or businesses.

Investing and Servicing Segment Property Portfolio

During the nine months ended September 30, 2020, we sold a property within the Investing and Servicing Segment for $24.1 million. In connection with this sale, we recognized a gain of $7.4 million within gain on sale of investments and other assets in our condensed consolidated statement of operations. There were no significant sales of properties during the three months ended September 30, 2020.

During the three and nine months ended September 30, 2019, we sold a property within the Investing and Servicing Segment for $51.5 million. In connection with this sale, we recognized a gain of $20.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations, of which $4.0 million was attributable to non-controlling interests.

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4. Loans

Our loans held-for-investment are accounted for at amortized cost and our loans held-for-sale are accounted for at the lower of cost or fair value, unless we have elected the fair value option for either. The following tables summarize our investments in mortgages and loans as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

    

    

    

Weighted

Weighted

Average Life

Carrying

Face

Average

(“WAL”)

September 30, 2020

Value

Amount

Coupon (1)

(years)(2)

Loans held-for-investment:

Commercial loans:

First mortgages (3)

$

8,525,273

$

8,548,916

5.3

%  

1.6

Subordinated mortgages (4)

 

69,835

70,979

8.8

%  

3.0

Mezzanine loans (3)

 

588,116

587,223

10.3

%  

1.6

Other

30,548

34,043

8.9

%  

2.0

Total commercial loans

9,213,772

9,241,161

Infrastructure first priority loans (6)

1,558,220

1,578,030

4.2

%  

4.3

Residential mortgage loans, fair value option (5)

256,407

249,323

6.2

%  

3.4

Total loans held-for-investment

 

11,028,399

11,068,514

Loans held-for-sale:

Residential, fair value option (5)

747,654

742,106

6.0

%  

3.4

Commercial, fair value option

265,019

266,370

4.1

%  

10.0

Total loans held-for-sale

1,012,673

1,008,476

Total gross loans

 

12,041,072

$

12,076,990

Credit loss allowances:

Commercial loans held-for-investment

(95,595)

Infrastructure loans held-for-investment

(14,152)

Total allowances

(109,747)

Total net loans

$

11,931,325

December 31, 2019

Loans held-for-investment:

Commercial loans:

First mortgages (3)

$

7,928,026

$

7,962,788

5.8

%  

2.0

Subordinated mortgages (4)

 

75,724

 

77,055

8.8

%  

3.4

Mezzanine loans (3)

 

484,164

 

484,408

11.0

%  

1.9

Other

62,555

66,525

8.2

%  

1.6

Total commercial loans

8,550,469

8,590,776

Infrastructure first priority loans

1,397,448

 

1,416,164

5.6

%  

4.9

Residential mortgage loans, fair value option

671,572

654,925

6.1

%  

3.8

Total loans held-for-investment

 

10,619,489

10,661,865

Loans held-for-sale:

Residential, fair value option

605,384

587,144

6.2

%  

3.9

Commercial, fair value option

159,238

160,635

3.9

%  

10.0

Infrastructure, lower of cost or fair value

119,724

121,271

3.3

%  

2.1

Total loans held-for-sale

884,346

869,050

Total gross loans

 

11,503,835

$

11,530,915

Credit loss allowances:

Commercial loans held-for-investment

(33,415)

Infrastructure loans held-for-investment

Total held-for-investment allowances

(33,415)

Infrastructure loans held-for-sale with a fair value allowance

(196)

Total allowances

(33,611)

Total net loans

$

11,470,224

(1)Calculated using LIBOR or other applicable index rates as of September 30, 2020 and December 31, 2019 for variable rate loans.

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(2)Represents the WAL of each respective group of loans as of the respective balance sheet date. The WAL of each individual loan is calculated using amounts and timing of future principal payments, as projected at origination or acquisition.

(3)First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan.  The application of this methodology resulted in mezzanine loans with carrying values of $896.8 million and $967.0 million being classified as first mortgages as of September 30, 2020 and December 31, 2019, respectively.

(4)Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.

(5)During the nine months ended September 30, 2020, $422.7 million of residential loans held-for-investment were reclassified into loans held-for-sale.

(6)During the nine months ended September 30, 2020, $104.3 million of infrastructure loans held-for-sale were reclassified into loans held-for-investment and $26.3 million of infrastructure loans held-for-investment were reclassified into loans held-for-sale.

As of September 30, 2020, our variable rate loans held-for-investment were as follows (dollars in thousands):

Carrying

Weighted-average

September 30, 2020

Value

Spread Above Index

Commercial loans

$

8,568,112

4.2

%  

Infrastructure loans

1,558,220

3.8

%  

Total variable rate loans held-for-investment

$

10,126,332

4.1

%  

Credit Loss Allowances

As discussed in Note 2, we do not have a history of realized credit losses on our HFI loans and HTM securities, so we have subscribed to third party database services to provide us with industry losses for both commercial real estate and infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios.

For our commercial loans, we utilize a loan loss model that is widely used among banks and commercial mortgage REITs and is marketed by a leading CMBS data analytics provider. It employs logistic regression to forecast expected losses at the loan level based on a commercial real estate loan securitization database that contains activity dating back to 1998. We provide specific loan-level inputs which include loan-to-stabilized-value (LTV) and debt service coverage ratio (DSCR) metrics, as well as principal balances, property type, location, coupon, origination year, term, subordination, expected repayment dates and future fundings. We also select from a group of independent five-year macroeconomic forecasts included in the model that are updated regularly based on current economic trends. We categorize the results by LTV range, which we consider the most significant indicator of credit quality for our commercial loans, as set forth in the credit quality indicator table below. A lower LTV ratio typically indicates a lower credit loss risk.

During the three months ended September 30, 2020, each of the macroeconomic forecasts in our model indicated a substantial macroeconomic recovery from the three months ended June 30, 2020, with growth expected to continue into the next five years. These macroeconomic forecasts do not differentiate among property types or asset classes. Instead, these forecasts reference general macroeconomic growth factors which apply broadly across all assets. However, the COVID-19 pandemic has had a more negative impact on certain property types, principally retail and hospitality, which have withstood extended government mandated closures, and more recently office, which is experiencing lower demand due to remote working arrangements. The broad macroeconomic forecasts do not account

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for such differentiation. Accordingly, we have selected a more adverse macroeconomic recovery forecast related to these property types in determining our credit loss allowance.

For our infrastructure loans, we utilize a database of historical infrastructure loan performance that is shared among a consortium of banks and other lenders and compiled by a major bond credit rating agency. The database is representative of industry-wide project finance activity dating back to 1983. We derive historical loss rates from the database filtered by industry, sub-industry, term and construction status for each of our infrastructure loans. Those historical loss rates reflect global economic cycles over a long period of time as well as average recovery rates. However, due to limited information in the first 20 years covered by the database, we have further applied a recessionary multiplier to those historical loss rates as of September 30, 2020. For the first six months of 2020, the multiplier was determined with reference to the 2008 financial crisis, where the magnitude of economic distress within infrastructure lending seemed to correlate to the economic deterioration caused by the COVID-19 pandemic.  During the three months ended September 30, 2020, the stronger market liquidity and deal flow experienced within infrastructure lending seemed to correlate to 2011, when this market began emerging from the 2008 crisis.  As such, the multiplier for this period was determined with reference to 2011. We categorize the results between the power and oil and gas industries, which we consider the most significant indicator of credit quality for our infrastructure loans, as set forth in the credit quality indicator table below.

As discussed in Note 2, we use a discounted cash flow or collateral value approach, rather than the industry loan loss approach described above, to determine credit loss allowances for any credit deteriorated loans.

We regularly evaluate the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral, as well as the financial and operating capability of the borrower. Specifically, the collateral’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii) the collateral’s liquidation value. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the collateral. In addition, we consider the overall economic environment, real estate or industry sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants.

The significant credit quality indicators for our loans measured at amortized cost, which excludes loans held-for-sale, were as follows as of September 30, 2020 (dollars in thousands):

  

Term Loans

  

Revolving Loans

  

Total

  

Credit

Amortized Cost Basis by Origination Year

Amortized Cost

Amortized

Loss

As of September 30, 2020

2020

  

2019

  

2018

  

2017

  

2016

  

Prior

Total

Cost Basis

Allowance

Commercial loans:

Credit quality indicator:

LTV < 60%

$

618,232

$

1,084,103

$

977,021

$

1,031,872

$

154,198

$

215,747

$

$

4,081,173

$

11,751

LTV 60% - 70%

138,058

1,469,532

1,653,299

35,931

53,450

191,211

3,541,481

35,691

LTV > 70%

384,045

582,334

243,452

140,914

75,250

1,425,995

18,300

Credit deteriorated

28,986

7,755

105,589

142,330

29,853

Defeased and other

22,793

22,793

Total commercial

$

1,140,335

$

3,135,969

$

2,902,758

$

1,216,472

$

207,648

$

610,590

$

$

9,213,772

$

95,595

Infrastructure loans:

Credit quality indicator:

Power

$

$

246,675

$

300,909

$

148,159

$

188,331

$

312,176

$

23,413

$

1,219,663

$

7,692

Oil and gas

234,119

102,822

1,616

338,557

6,460

Total infrastructure

$

$

480,794

$

403,731

$

148,159

$

188,331

$

312,176

$

25,029

$

1,558,220

$

14,152

Residential loans held-for-investment, fair value option

256,407

Loans held-for-sale

1,012,673

Total gross loans

$

12,041,072

$

109,747

As of September 30, 2020, we had credit deteriorated commercial loans with an amortized cost basis of $142.3 million.  These loans were on nonaccrual status, with the cost recovery method of interest income recognition applied. In

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addition to $113.4 million of these loans, we had a $173.3 million commercial loan and $13.4 million of residential loans that were 90 days or greater past due at September 30, 2020.  Any loans which are modified to provide for the deferral of interest are not considered past due and are accounted for in accordance with our revenue recognition policy on interest income.

The following tables present the activity in our credit loss allowance for funded loans and unfunded commitments (amounts in thousands):

Funded Commitments Credit Loss Allowance

   

   

Loans

   

Loans Held-for-Investment

Held-for-Sale

Total

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Infrastructure

Funded Loans

Credit loss allowance at December 31, 2019

$

33,415

$

$

196

$

33,611

Cumulative effect of ASC 326 effective January 1, 2020

10,112

10,328

20,440

Credit loss provision (reversal), net

 

53,110

 

3,824

 

(125)

 

56,809

Charge-offs

 

(1,042)

 

 

(71)

 

(1,113)

Recoveries

 

 

 

 

Credit loss allowance at September 30, 2020

$

95,595

$

14,152

$

$

109,747

Unfunded Commitments Credit Loss Allowance (1)

Loans Held-for-Investment

HTM Preferred

Nine Months Ended September 30, 2020

   

Commercial

   

Infrastructure

   

Interests (2)

   

Total

Credit loss allowance at December 31, 2019

$

$

$

$

Cumulative effect of ASC 326 effective January 1, 2020

8,348

2,205

10,553

Credit loss reversal, net

 

(3,156)

 

(664)

 

 

(3,820)

Credit loss allowance at September 30, 2020

$

5,192

$

1,541

$

$

6,733

Memo: Unfunded commitments as of September 30, 2020 (3)

$

1,630,823

$

95,421

$

$

1,726,244

(1)Included in accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheet.

(2)See Note 5 for further details.

(3)Represents amounts expected to be funded (see Note 21).

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Loan Portfolio Activity

The activity in our loan portfolio was as follows (amounts in thousands):

Held-for-Investment Loans

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Residential

Held-for-Sale Loans

Total Loans

Balance at December 31, 2019

$

8,517,054

$

1,397,448

$

671,572

$

884,150

$

11,470,224

Cumulative effect of ASC 326 effective January 1, 2020

(10,112)

(10,328)

(20,440)

Acquisitions/originations/additional funding

 

2,090,964

 

177,247

 

100,720

 

1,800,018

 

4,168,949

Capitalized interest (1)

 

105,329

 

48

 

 

 

105,377

Basis of loans sold (2)

 

(397,038)

 

 

(604)

 

(2,035,770)

 

(2,433,412)

Loan maturities/principal repayments

 

(1,148,317)

 

(96,150)

 

(76,025)

 

(75,632)

 

(1,396,124)

Discount accretion/premium amortization

 

28,686

 

1,672

 

 

110

 

30,468

Changes in fair value

 

 

 

(16,565)

 

96,265

 

79,700

Unrealized foreign currency translation loss

 

(15,279)

 

(38)

 

 

(1,291)

 

(16,608)

Credit loss (provision) reversal, net

 

(53,110)

 

(3,824)

 

 

125

 

(56,809)

Transfer to/from other asset classifications

77,993

(422,691)

344,698

Balance at September 30, 2020

$

9,118,177

$

1,544,068

$

256,407

$

1,012,673

$

11,931,325

Loans

Transferred

Held-for-Investment Loans

As Secured

Nine Months Ended September 30, 2019

Commercial

Infrastructure

Held-for-Sale Loans

Borrowings

Total Loans

Balance at December 31, 2018

$

7,075,577

$

1,456,779

$

1,187,552

$

74,346

$

9,794,254

Acquisitions/originations/additional funding

 

2,489,120

 

387,599

 

2,731,110

 

 

5,607,829

Capitalized interest (1)

 

79,869

 

 

 

 

79,869

Basis of loans sold (2)

 

(548,329)

 

 

(2,164,908)

 

 

(2,713,237)

Loan maturities/principal repayments

 

(1,695,388)

 

(563,736)

 

(95,262)

 

(74,692)

 

(2,429,078)

Discount accretion/premium amortization

 

22,674

 

1,173

 

 

346

 

24,193

Changes in fair value

 

1,496

 

 

64,182

 

 

65,678

Unrealized foreign currency translation (loss) gain

 

(37,473)

 

 

282

 

 

(37,191)

Credit loss provision, net

 

(2,046)

 

 

(1,196)

 

 

(3,242)

Loan foreclosures

(27,303)

(27,303)

Transfer to/from other asset classifications

279,641

(279,641)

Balance at September 30, 2019

$

7,637,838

$

1,281,815

$

1,442,119

$

$

10,361,772

(1)     Represents accrued interest income on loans whose terms do not require current payment of interest.

(2)     See Note 11 for additional disclosure on these transactions.

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5. Investment Securities

Investment securities were comprised of the following as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Carrying Value as of

September 30, 2020

    

December 31, 2019

RMBS, available-for-sale

$

170,270

$

189,576

RMBS, fair value option (1)

373,682

147,034

CMBS, fair value option (1), (2)

 

1,194,191

 

1,295,363

HTM debt securities, amortized cost net of credit loss allowance of $6,425 and $0

 

541,296

 

570,638

Equity security, fair value

 

10,058

 

12,664

SubtotalInvestment securities

 

2,289,497

 

2,215,275

VIE eliminations (1)

 

(1,544,384)

(1,405,037)

Total investment securities

$

745,113

$

810,238

(1)Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.

(2)Includes $178.6 million and $186.6 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of September 30, 2020 and December 31, 2019, respectively.

Purchases, sales and principal collections for all investment securities were as follows (amounts in thousands):

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization

    

available-for-sale

    

value option

    

value option

    

Securities

    

VIEs (1)

    

Total

Three Months Ended September 30, 2020

Purchases/fundings

$

$

43,083

$

$

6,288

$

(43,083)

$

6,288

Principal collections

 

6,063

 

12,132

 

8,265

 

11,203

 

(20,185)

 

17,478

Three Months Ended September 30, 2019

Purchases

$

$

52,845

$

10,214

$

$

(57,894)

$

5,165

Sales

 

 

 

49,725

 

 

(49,725)

 

Principal collections

 

7,445

 

4,680

 

15,859

 

35,069

 

(17,196)

 

45,857

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization

    

available-for-sale

    

value option

    

value option

    

Securities

    

VIEs (1)

    

Total

Nine Months Ended September 30, 2020

Purchases/fundings

$

$

257,808

$

7,661

$

22,408

$

(265,469)

$

22,408

Sales

 

 

 

32,316

 

 

(24,376)

 

7,940

Principal collections

 

18,626

 

32,236

 

25,715

 

48,554

 

(57,174)

 

67,957

Nine Months Ended September 30, 2019

Purchases

$

$

79,117

$

62,427

$

$

(136,379)

$

5,165

Sales

 

 

41,501

 

112,426

 

 

(149,949)

 

3,978

Principal collections

 

20,222

 

9,772

 

37,768

 

89,737

 

(38,607)

 

118,892

(1)Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs. These amounts are reflected as issuance or repayment of debt of, or distributions from, consolidated VIEs in our condensed consolidated statements of cash flows.

RMBS, Available-for-Sale

The Company classified all of its RMBS not eliminated in consolidation as available-for-sale as of September 30, 2020 and December 31, 2019. These RMBS are reported at fair value in the balance sheet with changes in fair value recorded in accumulated other comprehensive income (“AOCI”).

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The tables below summarize various attributes of our investments in available-for-sale RMBS as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Unrealized Gains or (Losses)

Recognized in AOCI

   

   

Credit

   

   

Gross

   

Gross

   

Net

   

Amortized

Loss

Net

Unrealized

Unrealized

Fair Value

Cost

Allowance

Basis

Gains

Losses

Adjustment

Fair Value

September 30, 2020

RMBS

$

127,921

$

$

127,921

$

42,523

$

(174)

$

42,349

$

170,270

December 31, 2019

RMBS

$

138,580

N/A

$

138,580

$

51,310

$

(314)

$

50,996

$

189,576

    

Weighted Average Coupon (1)

    

Weighted Average
Rating

    

WAL 
(Years) (2)

September 30, 2020

RMBS

   

1.5

%  

B+

   

5.7

December 31, 2019

RMBS

 

3.1

%

BB-

5.6

(1)Calculated using the September 30, 2020 and December 31, 2019 one-month LIBOR rate of 0.1483% and 1.763%, respectively, for floating rate securities.

(2)Represents the remaining WAL of each respective group of securities as of the respective balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.

As of September 30, 2020, approximately $144.5 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.26%. As of December 31, 2019, approximately $160.9 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.24%. We purchased all of the RMBS at a discount, a portion of which is accreted into income over the expected remaining life of the security. The majority of the income from this strategy is earned from the accretion of this accretable discount.

We have engaged a third party manager who specializes in RMBS to execute the trading of RMBS, the cost of which was $0.3 million for both the three months ended September 30, 2020 and 2019, respectively, and $1.0 million and $1.1 million for the nine months ended September 30, 2020 and 2019, respectively, recorded as management fees in the accompanying condensed consolidated statements of operations.

The following table presents the gross unrealized losses and estimated fair value of any available-for-sale securities that were in an unrealized loss position as of September 30, 2020 and December 31, 2019, and for which an allowance for credit losses has not been recorded (amounts in thousands):

Estimated Fair Value

Unrealized Losses

 

    

Securities with a

    

Securities with a

    

Securities with a

    

Securities with a

 

loss less than

loss greater than

loss less than

loss greater than

 

12 months

12 months

12 months

12 months

 

As of September 30, 2020

RMBS

$

412

$

1,194

$

(45)

$

(129)

As of December 31, 2019

RMBS

$

$

1,380

$

$

(314)

As of September 30, 2020 and December 31, 2019, there were two securities and one security, respectively, with unrealized losses reflected in the table above. After evaluating the securities and recording adjustments for credit losses, we concluded that the remaining unrealized losses reflected above were noncredit-related and would be recovered from the securities’ estimated future cash flows. We considered a number of factors in reaching this conclusion, including that we did not intend to sell the securities, it was not considered more likely than not that we would be forced to sell the securities prior to recovering our amortized cost, and there were no material credit events that would have caused us to otherwise conclude that we would not recover our cost. Credit losses are calculated by comparing (i) the estimated future cash flows of each security discounted at the yield determined as of the initial acquisition date or, if

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since revised, as of the last date previously revised, to (ii) our net amortized cost basis. Significant judgment is used in projecting cash flows for our non-agency RMBS. As a result, actual income and/or credit losses could be materially different from what is currently projected and/or reported.

CMBS and RMBS, Fair Value Option

As discussed in the “Fair Value Option” section of Note 2 herein, we elect the fair value option for certain CMBS and RMBS in an effort to eliminate accounting mismatches resulting from the current or potential consolidation of securitization VIEs. As of September 30, 2020, the fair value and unpaid principal balance of CMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $1.2 billion and $2.7 billion, respectively. As of September 30, 2020, the fair value and unpaid principal balance of RMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $373.7 million and $275.8 million, respectively. The $1.6 billion total fair value balance of CMBS and RMBS represents our economic interests in these assets. However, as a result of our consolidation of securitization VIEs, the vast majority of this fair value (all except $23.5 million at September 30, 2020) is eliminated against VIE liabilities before arriving at our GAAP balance for fair value option investment securities.

As of September 30, 2020, $96.9 million of our CMBS were variable rate and none of our RMBS were variable rate.

HTM Debt Securities, Amortized Cost

The table below summarizes our investments in HTM debt securities as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Amortized

Credit Loss

Net Carrying

Gross Unrealized

Gross Unrealized

 

Cost Basis

Allowance

Amount

Holding Gains

Holding Losses

Fair Value

 

September 30, 2020

    

    

    

 

CMBS

$

338,984

$

$

338,984

$

$

(23,277)

$

315,707

Preferred interests

165,952

(3,453)

162,499

(5,550)

156,949

Infrastructure bonds

42,785

(2,972)

39,813

352

(13)

40,152

Total

$

547,721

$

(6,425)

$

541,296

$

352

$

(28,840)

$

512,808

December 31, 2019

CMBS

$

383,473

$

$

383,473

$

946

$

(3,001)

$

381,418

Preferred interests

142,012

142,012

1,148

(353)

142,807

Infrastructure bonds

45,153

45,153

(651)

44,502

Total

$

570,638

$

$

570,638

$

2,094

$

(4,005)

$

568,727

The following table presents the activity in our credit loss allowance for HTM debt securities (amounts in thousands):

Total HTM

Preferred

Infrastructure

Credit Loss

Interests

Bonds

Allowance

Nine Months Ended September 30, 2020

Credit loss allowance at December 31, 2019

$

$

$

Cumulative effect of ASC 326 effective January 1, 2020:

Beginning accumulated deficit charge

1,114

179

1,293

Gross-up of PCD bond amortized cost basis

2,837

2,837

Credit loss provision, net

2,339

(44)

2,295

Credit loss allowance at September 30, 2020

$

3,453

$

2,972

$

6,425

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The table below summarizes the maturities of our HTM debt securities by type as of September 30, 2020 (amounts in thousands):

Preferred

Infrastructure

CMBS

Interests

Bonds

Total

Less than one year

    

$

268,084

$

$

2,632

$

270,716

One to three years

70,900

141,000

211,900

Three to five years

21,499

21,499

Thereafter

 

37,181

37,181

Total

$

338,984

$

162,499

$

39,813

$

541,296

Equity Security, Fair Value Option

During 2012, we acquired 9,140,000 ordinary shares from a related-party in Starwood European Real Estate Finance Limited (“SEREF”), a debt fund that is externally managed by an affiliate of our Manager and is listed on the London Stock Exchange. The fair value of the investment remeasured in USD was $10.1 million and $12.7 million as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, our shares represent an approximate 2% interest in SEREF.

6. Properties

Our properties are held within the following portfolios:

Woodstar I Portfolio

The Woodstar I Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of the 32 affordable housing communities of the Woodstar I Portfolio with the final 14 communities acquired during the year ended December 31, 2016. The Woodstar I Portfolio includes total gross properties and lease intangibles of $634.0 million and debt of $572.2 million as of September 30, 2020.

Woodstar II Portfolio

The Woodstar II Portfolio is comprised of 27 affordable housing communities with 6,109 units concentrated primarily in Central and South Florida. We acquired eight of the 27 affordable housing communities in December 2017, with the final 19 communities acquired during the year ended December 31, 2018. The Woodstar II Portfolio includes total gross properties and lease intangibles of $607.7 million and debt of $437.0 million as of September 30, 2020.

Medical Office Portfolio

The Medical Office Portfolio is comprised of 34 medical office buildings acquired during the year ended December 31, 2016. These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. The Medical Office Portfolio includes total gross properties and lease intangibles of $760.1 million and debt of $591.9 million as of September 30, 2020.

Master Lease Portfolio

The Master Lease Portfolio is comprised of 16 retail properties geographically dispersed throughout the U.S., with more than 50% of the portfolio, by carrying value, located in Florida, Texas and Minnesota. These properties, which we acquired in September 2017, collectively comprise 1.9 million square feet and were leased back to the seller under corporate guaranteed master net lease agreements with initial terms of 24.6 years and periodic rent escalations. The Master Lease Portfolio includes total gross properties of $343.8 million and debt of $192.6 million as of September 30, 2020.

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Investing and Servicing Segment Property Portfolio

The Investing and Servicing Segment Property Portfolio (“REIS Equity Portfolio”) is comprised of 15 commercial real estate properties and one equity interest in an unconsolidated commercial real estate property which were acquired from CMBS trusts during the previous five years. The REIS Equity Portfolio includes total gross properties and lease intangibles of $266.5 million and debt of $169.2 million as of September 30, 2020.

The table below summarizes our properties held as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

Depreciable Life

    

September 30, 2020

    

December 31, 2019

Property Segment

Land and land improvements

015 years

$

484,722

$

484,397

Buildings and building improvements

545 years

1,689,004

1,687,756

Furniture & fixtures

37 years

57,894

52,567

Investing and Servicing Segment

Land and land improvements

015 years

50,789

54,052

Buildings and building improvements

340 years

175,676

182,048

Furniture & fixtures

25 years

2,513

2,139

Commercial and Residential Lending Segment (1)

Land and land improvements

010 years

11,416

11,386

Buildings and building improvements

1023 years

17,424

16,285

Properties, cost

2,489,438

2,490,630

Less: accumulated depreciation

(281,616)

(224,190)

Properties, net

$

2,207,822

$

2,266,440

(1)Represents properties acquired through loan foreclosure.

During the nine months ended September 30, 2020, we sold an operating property within the REIS Equity Portfolio for $24.1 million. In connection with this sale, we recognized a gain of $7.4 million within gain on sale of investments and other assets in our condensed consolidated statement of operations. During the three and nine months ended September 30, 2019, we sold one operating property for $51.5 million. In connection with this sale, we recognized a gain of $20.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations, of which $4.0 million was attributable to non-controlling interests.

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7. Investment in Unconsolidated Entities

The table below summarizes our investments in unconsolidated entities as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Participation /

Carrying value as of

    

Ownership % (1)

   

September 30, 2020

   

December 31, 2019

Equity method:

Retail Fund

33%

$

$

Equity interest in a natural gas power plant

10%

24,664

25,862

Investor entity which owns equity in an online real estate company

50%

9,382

9,473

Equity interests in commercial real estate

50%

1,742

1,907

Equity interest in and advances to a residential mortgage originator (2)

 

N/A

 

14,139

 

12,002

Various

 

25% - 50%

 

8,595

 

8,339

 

58,522

 

57,583

Other:

Equity interest in a servicing and advisory business (3)

2%

17,584

 

Investment funds which own equity in a loan servicer and other real estate assets

 

4% - 6%

 

7,659

 

9,225

Various

 

0% - 2%

 

20,619

 

17,521

 

45,862

 

26,746

$

104,384

$

84,329

(1)None of these investments are publicly traded and therefore quoted market prices are not available.

(2)Includes a $4.5 million subordinated loan as of both September 30, 2020 and December 31, 2019.

(3)During the year ended December 31, 2019, we received a capital distribution of $8.4 million and our equity interest was reduced to 4% and the carrying value was reduced to zero. During April 2020, we sold 37% of our equity interest for $10.3 million in cash, reducing our interest to 2%. In connection with the sale, we recognized a gain of $10.3 million. Because the sale represented an observable price change in an orderly transaction, we also increased the value of our remaining investment to reflect its implied fair value. In doing so, we recognized a gain of $17.6 million. These amounts were recognized within earnings (loss) from unconsolidated entities in our condensed consolidated statement of operations during the nine months ended September 30, 2020.

We own a 33% equity interest in a fund that owns four regional shopping malls (the “Retail Fund”). The fund is an investment company which measures its assets at fair value on a recurring basis. We report our interest in the Retail Fund on a three-month lag basis at its liquidation value. As of December 31, 2019, we impaired the remainder of our investment based on our estimate of unrealized decreases in the fair value of the underlying real estate properties. Such decreases were recognized by the Retail Fund during the period included in the nine months ended September 30, 2020.

As of September 30, 2020, the carrying value of our equity investment in a residential mortgage originator exceeded the underlying equity in net assets of such investee by $1.6 million. This difference is the result of the Company recording its investment in the investee at its acquisition date fair value, which included certain non-amortizing intangible assets not recognized by the investee. Should the Company determine these intangible assets held by the investee are impaired, the Company will recognize such impairment loss through earnings from unconsolidated entities in our consolidated statement of operations, otherwise, such difference between the carrying value of our equity investment in the residential mortgage originator and the underlying equity in the net assets of the residential mortgage originator will continue to exist.

Other than our equity interest in the residential mortgage originator, there were no differences between the carrying value of our equity method investments and the underlying equity in the net assets of the investees as of September 30, 2020.

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During the three and nine months ended September 30, 2020, we did not become aware of (i) any observable price changes in our other investments accounted for under the fair value practicability exception, except as described above with respect to the servicing and advisory business, or (ii) any indicators of impairment.

8. Goodwill and Intangibles

Goodwill

Goodwill is tested for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Management considered the general economic decline and the impact of the COVID-19 pandemic, but did not identify any such event or circumstances.  However, future changes in the expectations of the impact of COVID-19 on our operations, financial performance and cash flows could cause our goodwill to be impaired.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s goodwill of $119.4 million at both September 30, 2020 and December 31, 2019 represents the excess of consideration transferred over the fair value of net assets acquired on September 19, 2018 and October 15, 2018. The goodwill recognized is attributable to value embedded in the acquired Infrastructure Lending Segment’s lending platform.

LNR Property LLC (“LNR”)

The Investing and Servicing Segment’s goodwill of $140.4 million at both September 30, 2020 and December 31, 2019 represents the excess of consideration transferred over the fair value of net assets of LNR acquired on April 19, 2013. The goodwill recognized is attributable to value embedded in LNR’s existing platform, which includes a network of commercial real estate asset managers, work-out specialists, underwriters and administrative support professionals as well as proprietary historical performance data on commercial real estate assets.

Intangible Assets

Servicing Rights Intangibles

In connection with the LNR acquisition, we identified domestic servicing rights that existed at the purchase date, based upon the expected future cash flows of the associated servicing contracts. As of September 30, 2020 and December 31, 2019, the balance of the domestic servicing intangible was net of $38.2 million and $26.2 million, respectively, which was eliminated in consolidation pursuant to ASC 810 against VIE assets in connection with our consolidation of securitization VIEs. Before VIE consolidation, as of September 30, 2020 and December 31, 2019, the domestic servicing intangible had a balance of $52.8 million and $43.2 million, respectively, which represents our economic interest in this asset.

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Lease Intangibles

In connection with our acquisitions of commercial real estate, we recognized in-place lease intangible assets and favorable lease intangible assets associated with certain non-cancelable operating leases of the acquired properties.

The following table summarizes our intangible assets, which are comprised of servicing rights intangibles and lease intangibles, as of September 30, 2020 and December 31, 2019 (amounts in thousands):

As of September 30, 2020

As of December 31, 2019

  

Gross Carrying

Accumulated

   

Net Carrying

  

Gross Carrying

   

Accumulated

   

Net Carrying

Value

Amortization

Value

Value

Amortization

Value

Domestic servicing rights, at fair value

$

14,589

$

$

14,589

$

16,917

$

$

16,917

In-place lease intangible assets

 

133,244

 

(90,318)

 

42,926

 

135,293

 

(84,383)

 

50,910

Favorable lease intangible assets

24,188

(7,564)

16,624

24,218

(6,345)

17,873

Total net intangible assets

$

172,021

$

(97,882)

$

74,139

$

176,428

$

(90,728)

$

85,700

The following table summarizes the activity within intangible assets for the nine months ended September 30, 2020 (amounts in thousands):

Domestic

In-place Lease

Favorable Lease

Servicing

Intangible

Intangible

  

Rights

    

Assets

    

Assets

Total

Balance as of January 1, 2020

$

16,917

$

50,910

$

17,873

$

85,700

Amortization

(7,814)

(1,249)

(9,063)

Sales

(170)

(170)

Changes in fair value due to changes in inputs and assumptions

(2,328)

(2,328)

Balance as of September 30, 2020

$

14,589

$

42,926

$

16,624

$

74,139

The following table sets forth the estimated aggregate amortization of our in-place lease intangible assets and favorable lease intangible assets for the next five years and thereafter (amounts in thousands):

2020 (remainder of)

    

$

2,636

2021

 

9,644

2022

 

7,862

2023

 

6,115

2024

 

4,722

Thereafter

 

28,571

Total

$

59,550

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9. Secured Borrowings

Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Outstanding Balance at

Current

Extended

Weighted Average

Pledged Asset

Maximum

September 30,

December 31,

   

Maturity

   

Maturity (a)

   

Pricing

Carrying Value

   

Facility Size

   

2020

   

2019

Repurchase Agreements:

Commercial Loans

May 2021 to Aug 2025

(b)

May 2023 to Mar 2029

(b)

(c)

$

6,643,722

$

8,747,538

(d)

$

4,556,665

$

3,640,620

Residential Loans

Jun 2022

N/A

LIBOR + 2.64%

37,046

400,000

23,866

11,835

Infrastructure Loans

Feb 2022

N/A

LIBOR + 2.00%

244,862

500,000

206,288

188,198

Conduit Loans

Feb 2021 to Jun 2023

Feb 2022 to Jun 2024

LIBOR + 1.93%

171,497

350,000

127,162

86,575

CMBS/RMBS

Oct 2020 to Dec 2029

(e)

Aug 2021 to Jun 2030

(e)

(f)

1,155,313

750,544

634,791

(g)

682,229

Total Repurchase Agreements

8,252,440

10,748,082

5,548,772

4,609,457

Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

50,194

650,000

(h)

37,594

198,955

Commercial Financing Facility

Mar 2022

Mar 2029

GBP LIBOR + 1.75%

95,077

76,721

76,721

Residential Financing Facility

Sep 2022

Sep 2025

3.50%

250,000

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(i)

710,572

701,370

572,382

603,642

Infrastructure Financing Facilities

Jul 2022 to Oct 2022

Oct 2024 to Jul 2027

LIBOR + 2.11%

583,319

1,250,000

464,487

428,206

Property Mortgages - Fixed rate

Nov 2024 to Aug 2052

(j)

N/A

4.00%

1,288,513

1,077,800

1,077,800

1,196,492

Property Mortgages - Variable rate

Nov 2021 to Jul 2030

N/A

(k)

926,495

927,300

908,906

696,503

Term Loan and Revolver

(l)

N/A

(l)

N/A

(l)

516,000

396,000

399,000

FHLB

Feb 2021

N/A

1.99%

948,409

1,600,000

619,500

867,870

Total Other Secured Financing

4,602,579

7,049,191

4,153,390

4,390,668

$

12,855,019

$

17,797,273

9,702,162

9,000,125

Unamortized net discount

(9,908)

(8,347)

Unamortized deferred financing costs

(76,362)

(85,730)

$

9,615,892

$

8,906,048

(a)Subject to certain conditions as defined in the respective facility agreement.
(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.
(c)Certain facilities with an outstanding balance of $1.3 billion as of September 30, 2020 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.02%.
(d)The aggregate initial maximum facility size of $8.7 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.
(e)Certain facilities with an outstanding balance of $285.9 million as of September 30, 2020 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.
(f)A facility with an outstanding balance of $184.2 million as of September 30, 2020 has a fixed annual interest rate of 3.50%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.57%.
(g)Includes: (i) $184.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $41.3 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14).
(h)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.
(i)Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.
(j)The weighted average maturity is 7.0 years as of September 30, 2020.

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(k)Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.63%.
(l)Consists of: (i) a $396.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50%; and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.7 billion as of September 30, 2020.

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

In January 2020, we entered into a CMBS/RMBS repurchase facility to finance certain CMBS investments within a consolidated joint venture in which we hold a 51% ownership interest. The facility carries a rolling 12-month term which may reset quarterly with the lender’s consent and an annual interest rate of three-month LIBOR + 1.35% to 1.85%. The facility’s maximum facility size is at the discretion of the lender. This facility does not permit valuation adjustments based on capital markets activity.

In February 2020, we amended a Commercial Loans repurchase facility to increase available borrowings by $200.0 million to $1.8 billion.

In March 2020, we amended an Infrastructure Financing Facility to increase available borrowings by $250.0 million to $750.0 million.

In March 2020, we entered into a Commercial Financing Facility to finance non-U.S. commercial loans held-for-investment. The facility carries a two-year initial term with three one-year extension options and includes an option to extend the maturity for each underlying asset for up to four additional years. The facility has an annual interest rate of GBP LIBOR + 1.75%. This facility shares up to $500.0 million of $2.0 billion of maximum borrowings with a Commercial Loans repurchase facility.

In June 2020, we amended a Residential Loans repurchase facility with a maximum facility size of $400.0 million to extend the current maturity from February 2021 to June 2022.

In June 2020, we amended a Commercial Loans repurchase facility and a Conduit Loans repurchase facility with an aggregate maximum facility size of $950.0 million to extend the current maturity from June 2022 to June 2023.

During the three months ended June 30, 2020, we entered into mortgage loans with total borrowings of $217.1 million to refinance our Woodstar I Portfolio. The loans carry ten-year terms and weighted average annual interest rates of LIBOR + 2.71%. A portion of the net proceeds from the mortgage loans was used to repay $117.0 million of outstanding government sponsored mortgage loans. We recognized a loss on extinguishment of debt of $2.2 million in our condensed consolidated statement of operations in connection with the repayment of the government sponsored mortgage loans.

During the three months ended September 30, 2020, we extended maturities by a period of one to two years on seven facilities with an aggregate maximum facility size of $5.1 billion, including $4.6 billion related to commercial lending facilities and $500.0 million related to infrastructure lending facilities.

In September 2020, we entered into a Residential Loan Financing facility to finance residential loans held-for-sale. The facility carries a two-year initial term with the option to subsequently convert the loan to a three-year term loan. The facility has a maximum facility size of $250.0 million and an annual interest rate of the greater of 3.50% or one-month LIBOR + 2.75%. This facility does not permit valuation adjustments based on capital markets activity.

Our secured financing agreements contain certain financial tests and covenants. As of September 30, 2020, we were in compliance with all such covenants.

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of 75% of these agreements, do not permit valuation adjustments based

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on capital markets activity. Instead, margin calls on these facilities are limited to collateral-specific credit marks. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For the 25% of repurchase agreements containing margin call provisions for general capital markets activity, approximately 17% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreement.

For the three and nine months ended September 30, 2020, approximately $9.5 million and $27.3 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2019, approximately $8.1 million and $24.9 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

Collateralized Loan Obligations

In August 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2019-FL1. On the closing date, the CLO issued $1.1 billion principal amount of notes, of which $936.4 million was purchased by third party investors. We retained $86.6 million of notes, along with preferred shares with a liquidation preference of $77.0 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash. During the nine months ended September 30, 2020, we utilized the reinvestment feature, contributing $88.1 million of additional interests into the CLO.

The following table is a summary of our CLO as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Face

Carrying

Weighted

September 30, 2020

Count

Amount

Value

Average Spread

Maturity

Collateral assets

24

$

1,099,672

$

1,099,558

LIBOR + 3.83%

(a)

Feb 2024

(b)

Financing

1

 

936,375

929,931

LIBOR + 1.64%

(c)

July 2038

(d)

December 31, 2019

Collateral assets

20

$

1,073,504

$

1,073,504

LIBOR + 3.34%

(a)

Nov 2023

(b)

Financing

1

 

936,375

928,060

LIBOR + 1.65%

(c)

July 2038

(d)

(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the loans financed by the CLO as of September 30, 2020, 9% earned fixed-rate weighted average interest of 6.84%.
(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
(c)Represents the weighted-average cost of financing incurred during the respective year-to-date period, inclusive of deferred issuance costs.
(d)Repayments of the CLO are tied to timing of the related collateral asset repayments. The term of the CLO financing obligation represents the legal final maturity date.

We incurred $9.2 million of issuance costs in connection with the CLO, which are amortized on an effective yield basis over the estimated life of the CLO. For the three and nine months ended September 30, 2020, approximately $0.7 million and $1.9 million, respectively, of amortization of deferred financing costs was included in interest expense on our condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, our unamortized issuance costs were $6.4 million and $8.3 million, respectively.

The CLO is considered a VIE, for which we are deemed the primary beneficiary. We therefore consolidate the CLO. Refer to Note 14 for further discussion.

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Maturities

Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The following table sets forth our principal repayments schedule for secured financings based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):

    

Repurchase

    

Other Secured

    

Agreements

Financing

CLO

Total

2020 (remainder of)

    

$

80,429

    

$

311,142

    

$

$

391,571

2021

 

764,290

 

782,007

 

1,546,297

2022

 

1,364,073

 

547,960

 

1,912,033

2023

 

1,108,155

 

706,658

 

1,814,813

2024

 

843,591

 

235,852

 

1,079,443

Thereafter

 

1,388,234

 

1,569,771

936,375

(a)

 

3,894,380

Total

$

5,548,772

$

4,153,390

$

936,375

$

10,638,537

(a)Assumes utilization of the reinvestment feature.

10. Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Remaining

Coupon

Effective

Maturity

Period of

Carrying Value at

Rate

Rate (1)

Date

Amortization

September 30, 2020

December 31, 2019

2021 Senior Notes (February)

3.63

%  

(2)

3.89

%  

2/1/2021

 

0.3

years

 

$

500,000

 

$

500,000

2021 Senior Notes (December)

5.00

%  

5.32

%  

12/15/2021

1.2

years

700,000

700,000

2023 Convertible Notes

4.38

%  

4.86

%  

4/1/2023

2.5

years

250,000

250,000

2025 Senior Notes

4.75

%  

(3)

5.04

%  

3/15/2025

4.5

years

500,000

500,000

Total principal amount

1,950,000

1,950,000

Unamortized discount—Convertible Notes

(2,826)

(3,610)

Unamortized discount—Senior Notes

(8,790)

(12,144)

Unamortized deferred financing costs

 

(3,829)

 

(5,624)

Carrying amount of debt components

$

1,934,555

$

1,928,622

Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes

$

3,755

$

3,755

(1)Effective rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on our Convertible Notes, the value of which reduced the initial liability and was recorded in additional paid-in-capital.
(2)The coupon on the February 2021 Senior Notes is 3.63%.  At closing, we swapped the notes to a floating rate of LIBOR + 1.28%.
(3)The coupon on the 2025 Senior Notes is 4.75%.  At closing, we swapped $470.0 million of the notes to a floating rate of LIBOR + 2.53%.  

Our unsecured senior notes contain certain financial tests and covenants. As of September 30, 2020, we were in compliance with all such covenants.

Convertible Senior Notes

We recognized interest expense of $3.1 million and $9.2 million during the three and nine months ended September 30, 2020, respectively, from our unsecured Convertible Notes. We recognized interest expense of $3.1

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million and $9.3 million during the three and nine months ended September 30, 2019, respectively, from our unsecured Convertible Notes.

The following table details the conversion attributes of our Convertible Notes outstanding as of September 30, 2020:

September 30, 2020

Conversion

Conversion

Rate (1)

Price (2)

2023 Convertible Notes

38.5959

 

$

25.91

(1)The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of Convertible Notes converted, as adjusted in accordance with the indentures governing the Convertible Notes (including the applicable supplemental indentures).

(2)As of September 30, 2020, the market price of the Company’s common stock was $15.09 per share.

The if-converted value of the 2023 Convertible Notes was less than their principal amount by $104.4 million at September 30, 2020 as the closing market price of the Company’s common stock of $15.09 was less than the implicit conversion price of $25.91 per share. The if-converted value of the principal amount of the 2023 Convertible Notes was $145.6 million as of September 30, 2020.

11. Loan Securitization/Sale Activities

As described below, we regularly sell loans and notes under various strategies. We evaluate such sales as to whether they meet the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transfer of control.

Loan Securitizations

Within the Investing and Servicing Segment, we originate commercial mortgage loans with the intent to sell these mortgage loans to VIEs for the purposes of securitization. These VIEs then issue CMBS that are collateralized in part by these assets, as well as other assets transferred to the VIE by third parties. Within the Commercial and Residential Lending Segment, we acquire residential mortgage loans with the intent to sell these mortgage loans to VIEs for the purpose of securitization. These VIEs then issue RMBS that are collateralized by these assets. In certain instances, we retain an interest in the CMBS or RMBS VIE and/or serve as special servicer or servicing administrator for the VIE. In these circumstances, we generally consolidate the VIE into which the loans were sold. The following summarizes the face amount and proceeds of commercial and residential loans securitized for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

Commercial Loans

Residential Loans

    

Face Amount

    

Proceeds

    

Face Amount

    

Proceeds

For the Three Months Ended September 30,

2020

$

151,295

$

157,497

$

478,911

$

499,321

2019

 

262,528

274,714

 

545,976

569,590

For the Nine Months Ended September 30,

2020

$

487,130

$

509,890

$

1,443,691

$

1,487,761

2019

 

787,160

 

826,932

 

886,187

 

921,602

The securitization of these commercial and residential loans does not result in a discrete gain or loss since they are carried under the fair value option.

Our securitizations have each been structured as bankruptcy-remote entities whose assets are not intended to be available to the creditors of any other party.

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Commercial and Residential Loan Sales

Within the Commercial and Residential Lending Segment, we originate or acquire commercial mortgage loans, subsequently selling all or a portion thereof. Typically, our motivation for entering into these transactions is to effectively create leverage on the subordinated position that we will retain and hold for investment. We also may sell certain of our previously-acquired residential loans to third parties outside a securitization. The following table summarizes our loans sold by the Commercial and Residential Lending Segment, net of expenses (amounts in thousands):

Loan Transfers Accounted for as Sales

Commercial

Residential

    

Face Amount (1)

    

Proceeds (1)

    

Face Amount

    

Proceeds

For the Three Months Ended September 30,

2020

$

$

$

$

2019

 

53,288

53,249

1,684

1,743

For the Nine Months Ended September 30,

2020

$

399,132

$

396,078

$

550

$

604

2019

 

554,710

551,700

25,526

26,260

(1)During the nine months ended September 30, 2020, we sold $230.9 million and $168.2 million of senior interests in first mortgage loans and whole loan interests, respectively, for proceeds of $224.1 million and $172.0 million, respectively. During the nine months ended September 30, 2019, all sales were of senior interests in first mortgage loans.

During the nine months ended September 30, 2020, losses recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $1.0 million. There were no sales of commercial loans during the three months ended September 30, 2020. During the three and nine months ended September 30, 2019, gains recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $0.5 million and $3.5 million, respectively. The sale of residential loans does not result in a discrete gain or loss since they are carried under the fair value option.

Infrastructure Loan Sales

During the nine months ended September 30, 2020, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $38.7 million for proceeds of $38.4 million, recognizing gains of $0.3 million. There were no sales of loans by the Infrastructure Lending Segment during the three months ended September 30, 2020. During the three and nine months ended September 30, 2019, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $47.3 million and $404.1 million, respectively, for proceeds of $47.0 million and $393.3 million. A gain of $3.1 million was recognized during the nine months ended September 30, 2019. There was no gain recognized during the three months ended September 30, 2019. In connection with these sales, we sold an interest rate swap guarantee for cash payment of $3.1 million and recognized a decrease in fair value of $2.7 million within (loss) gain on derivative financial instruments, net in our condensed consolidated statement of operations during the nine months ended September 30, 2019. Refer to Note 12 for further discussion of our interest rate swap guarantees.

12. Derivatives and Hedging Activity

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. Refer to Note 13 to the consolidated financial statements included in our Form 10-K for further discussion of our risk management objectives and policies.

Designated Hedges

The Company does not generally elect to apply the hedge accounting designation to its hedging instruments. As of September 30, 2020 and December 31, 2019, the Company did not have any designated hedges.


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Non-designated Hedges and Derivatives

We have entered into the following types of non-designated hedges and derivatives:

Foreign exchange (“Fx”) forwards whereby we agree to buy or sell a specified amount of foreign currency for a specified amount of USD at a future date, economically fixing the USD amounts of foreign denominated cash flows we expect to receive or pay related to certain foreign denominated loan investments and properties;
Interest rate contracts which hedge a portion of our exposure to changes in interest rates;
Credit index instruments which hedge a portion of our exposure to the credit risk of our commercial loans held-for-sale; and
Interest rate swap guarantees whereby we guarantee the interest rate swap obligations of certain Infrastructure Lending borrowers. Our interest rate swap guarantees were assumed in connection with the acquisition of the Infrastructure Lending Segment.

The following table summarizes our non-designated derivatives as of September 30, 2020 (notional amounts in thousands):

Type of Derivative

    

Number of Contracts

    

Aggregate Notional Amount

    

Notional Currency

    

Maturity

Fx contracts – Buy Euros ("EUR")

1

1,915

EUR

November 2022

Fx contracts – Sell EUR

289

250,530

EUR

October 2020 – November 2025

Fx contracts – Sell Pounds Sterling ("GBP")

120

373,948

GBP

October 2020 – May 2024

Fx contracts – Sell Australian dollar ("AUD")

13

126,546

AUD

August 2021 – November 2021

Interest rate swaps – Paying fixed rates

56

1,755,593

USD

March 2023 – September 2030

Interest rate swaps – Receiving fixed rates

2

970,000

USD

January 2021 - March 2025

Interest rate caps

22

951,462

USD

October 2020 – April 2025

Credit index instruments

4

69,000

USD

September 2058 – August 2061

Interest rate swap guarantees

6

383,080

USD

March 2022 – June 2025

Total

513

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Fair Value of Derivatives

Fair Value of Derivatives

in an Asset Position (1) as of

in a Liability Position (2) as of

September 30,

December 31,

September 30,

December 31,

    

2020

2019

2020

2019

Interest rate contracts

$

38,479

$

14,385

$

3,097

$

Interest rate swap guarantees

958

614

Foreign exchange contracts

 

25,805

 

14,558

 

9,397

 

7,834

Credit index instruments

 

541

 

 

 

292

Total derivatives

$

64,825

$

28,943

$

13,452

$

8,740

(1)Classified as derivative assets in our condensed consolidated balance sheets.

(2)Classified as derivative liabilities in our condensed consolidated balance sheets.

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The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in Income for the

Recognized in Income for the

Derivatives Not Designated

Location of Gain (Loss)

Three Months Ended September 30,

Nine Months Ended September 30,

as Hedging Instruments

Recognized in Income

2020

    

2019

  

2020

2019

Interest rate contracts

(Loss) gain on derivative financial instruments

$

259

$

(7,898)

$

(52,129)

$

(21,733)

Interest rate swap guarantees

(Loss) gain on derivative financial instruments

260

(468)

(345)

(3,640)

Foreign exchange contracts

 

(Loss) gain on derivative financial instruments

 

(28,514)

 

30,426

 

17,644

 

46,116

Credit index instruments

 

(Loss) gain on derivative financial instruments

 

(102)

 

(127)

 

345

 

(1,049)

$

(28,097)

$

21,933

$

(34,485)

$

19,694

13. Offsetting Assets and Liabilities

The following tables present the potential effects of netting arrangements on our financial position for financial assets and liabilities within the scope of ASC 210-20, Balance Sheet—Offsetting, which for us are derivative assets and liabilities as well as repurchase agreement liabilities (amounts in thousands):

(iv)

Gross Amounts Not

Offset in the Statement

(ii)  

(iii) = (i) - (ii)

of Financial Position

    

Gross Amounts

   

Net Amounts

   

   

Cash

   

(i)

Offset in the

Presented in

Collateral

Gross Amounts

Statement of

the Statement of

Financial

Received /

(v) = (iii) - (iv)

Recognized

Financial Position

Financial Position

Instruments

Pledged

Net Amount

As of September 30, 2020

Derivative assets

$

64,825

$

$

64,825

$

9,397

$

39,842

$

15,586

Derivative liabilities

$

13,452

$

$

13,452

$

9,397

$

3,097

$

958

Repurchase agreements

 

5,548,772

 

 

5,548,772

 

5,548,772

 

 

$

5,562,224

$

$

5,562,224

$

5,558,169

$

3,097

$

958

As of December 31, 2019

Derivative assets

$

28,943

$

$

28,943

$

5,312

$

14,208

$

9,423

Derivative liabilities

$

8,740

$

$

8,740

$

5,312

$

292

$

3,136

Repurchase agreements

 

4,609,457

 

 

4,609,457

 

4,609,457

 

 

$

4,618,197

$

$

4,618,197

$

4,614,769

$

292

$

3,136

14. Variable Interest Entities

Investment Securities

As discussed in Note 2, we evaluate all of our investments and other interests in entities for consolidation, including our investments in CMBS, RMBS and our retained interests in securitization transactions we initiated, all of which are generally considered to be variable interests in VIEs.

Securitization VIEs consolidated in accordance with ASC 810 are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The assets and other instruments held by these securitization entities are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the securitization entities do not have any recourse to the general credit of any other consolidated entities, nor to us as the primary beneficiary. 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.

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VIEs in which we are the Primary Beneficiary

The inclusion of the assets and liabilities of securitization VIEs in which we are deemed the primary beneficiary has no economic effect on us. Our exposure to the obligations of securitization VIEs is generally limited to our investment in these entities. We are not obligated to provide, nor have we provided, any financial support for any of these consolidated structures.

During the year ended December 31, 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, which is considered to be a VIE. We are the primary beneficiary of, and therefore consolidate, the CLO in our financial statements as we have both (i) the power to direct the activities in our role as collateral manager that most significantly impact the CLO’s economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the CLO that could be potentially significant through the subordinate interests we own.

The following table details the assets and liabilities of our consolidated CLO as of September 30, 2020 and December 31, 2019 (amounts in thousands):

September 30, 2020

December 31, 2019

Assets:

Loans held-for-investment

$

1,099,558

 

1,073,504

Accrued interest receivable

 

3,082

 

3,129

Other assets

328

26,496

Total Assets

$

1,102,968

$

1,103,129

Liabilities

Accounts payable, accrued expenses and other liabilities

$

621

$

1,362

Collateralized loan obligations, net

 

929,931

 

928,060

Total Liabilities

$

930,552

$

929,422

Assets held by this CLO are restricted and can be used only to settle obligations of the CLO, including the subordinate interests owned by us. The liabilities of this CLO are non-recourse to us and can only be satisfied from the assets of the CLO.

We also hold controlling interests in other non-securitization entities that are considered VIEs. SPT Dolphin Intermediate LLC (“SPT Dolphin”), the entity which holds the Woodstar II Portfolio, is a VIE because the third party interest holders do not carry kick-out rights or substantive participating rights. We were deemed to be the primary beneficiary of the VIE because we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and a significant economic interest in the entity. This VIE had total assets of $676.5 million and liabilities of $446.8 million as of September 30, 2020.

In December 2019, we entered into a newly-formed joint venture (the “CMBS JV”) within our Investing and Servicing Segment, which is considered a VIE because the third party interest holder does not carry kick-out rights or substantive participating rights. We hold a 51% ownership interest and are deemed the primary beneficiary of the CMBS JV. This VIE had total assets of $332.4 million and liabilities of $84.8 million as of September 30, 2020. Refer to Note 16 for further discussion.

In addition to the above non-securitization entities, we have smaller VIEs with total assets of $97.3 million and liabilities of $53.8 million as of September 30, 2020.

VIEs in which we are not the Primary Beneficiary

In certain instances, we hold a variable interest in a VIE in the form of CMBS, but either (i) we are not appointed, or do not serve as, special servicer or servicing administrator or (ii) an unrelated third party has the rights to unilaterally remove us as special servicer without cause. In these instances, we do not have the power to direct activities that most significantly impact the VIE’s economic performance. In other cases, the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. For these structures, we are not deemed to be the primary beneficiary of the VIE, and we do not consolidate these VIEs.

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As of September 30, 2020, five of our collateralized debt obligation (“CDO”) structures within our Investing and Servicing Segment were in default or imminent default, which, pursuant to the underlying indentures, changes the rights of the variable interest holders. Upon default of a CDO, the trustee or senior note holders are allowed to exercise certain rights, including liquidation of the collateral, which at that time, is the activity which would most significantly impact the CDO’s economic performance. Further, when the CDO is in default, the collateral administrator no longer has the option to purchase securities from the CDO. In cases where the CDO is in default and we do not have the ability to exercise rights which would most significantly impact the CDO’s economic performance, we do not consolidate the VIE. As of September 30, 2020, none of these five CDO structures were consolidated.

As noted above, we are not obligated to provide, nor have we provided, any financial support for any of our securitization VIEs, whether or not we are deemed to be the primary beneficiary. As such, the risk associated with our involvement in these VIEs is limited to the carrying value of our investment in the entity. As of September 30, 2020, our maximum risk of loss related to securitization VIEs in which we were not the primary beneficiary was $23.5 million on a fair value basis.

As of September 30, 2020, the securitization VIEs which we do not consolidate had debt obligations to beneficial interest holders with unpaid principal balances, excluding the notional value of interest-only securities, of $4.1 billion. The corresponding assets are comprised primarily of commercial mortgage loans with unpaid principal balances corresponding to the amounts of the outstanding debt obligations.

We also hold passive non-controlling interests in certain unconsolidated entities that are considered VIEs. We are not the primary beneficiaries of these VIEs as we do not possess the power to direct the activities of the VIEs that most significantly impact their economic performance and therefore report our interests, which totaled $21.8 million as of September 30, 2020, within investment in unconsolidated entities on our condensed consolidated balance sheet. Our maximum risk of loss is limited to our carrying value of the investments.

15. Related-Party Transactions

Management Agreement

We are party to a management agreement (the “Management Agreement”) with our Manager. Under the Management Agreement, our Manager, subject to the oversight of our board of directors, is required to manage our day to day activities, for which our Manager receives a base management fee and is eligible for an incentive fee and stock awards. Our Manager’s personnel perform certain due diligence, legal, management and other services that outside professionals or consultants would otherwise perform. As such, in accordance with the terms of our Management Agreement, our Manager is paid or reimbursed for the documented costs of performing such tasks, provided that such costs and reimbursements are in amounts no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of this agreement.

Base Management Fee. For both the three months ended September 30, 2020 and 2019, approximately $19.2 million was incurred for base management fees. For the nine months ended September 30, 2020 and 2019, approximately $57.4 million and $57.7 million, respectively, was incurred for base management fees. In April 2020, our board of directors authorized the payment of our first quarter base management fee of $19.1 million in 1,422,143 shares of our common stock. As of September 30, 2020 and December 31, 2019, there were $19.2 million and $19.3 million, respectively, of unpaid base management fees included in related-party payable in our condensed consolidated balance sheets.

Incentive Fee. There were no incentive fees incurred during the three months ended September 30, 2020 and $1.8 million were incurred during the three months ended September 30, 2019. For the nine months ended September 30, 2020 and 2019, approximately $15.8 million and $2.0 million, respectively, was incurred for incentive fees. As of December 31, 2019, there were $18.1 million of unpaid incentive fees included in related-party payable in our condensed consolidated balance sheets. There were no unpaid incentive fees as of September 30, 2020.

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Expense Reimbursement. For the three months ended September 30, 2020 and 2019, approximately $1.5 million and $1.9 million, respectively, was incurred for executive compensation and other reimbursable expenses and recognized within general and administrative expenses in our condensed consolidated statements of operations. For the nine months ended September 30, 2020 and 2019, approximately $5.2 million and $5.8 million, respectively, was incurred for executive compensation and other reimbursable expenses. As of September 30, 2020 and December 31, 2019, approximately $2.9 million and $3.5 million, respectively, of unpaid reimbursable executive compensation and other expenses were included in related-party payable in our condensed consolidated balance sheets.

Equity Awards. In certain instances, we issue RSAs to certain employees of affiliates of our Manager who perform services for us. There were no RSAs granted during the three months ended September 30, 2020 or 2019. Expenses related to the vesting of awards to employees of affiliates of our Manager were $0.1 million and $1.2 million during the three months ended September 30, 2020 and 2019, respectively, and are reflected in general and administrative expenses in our condensed consolidated statements of operations. During the nine months ended September 30, 2020 and 2019, we granted 341,635 and 182,861 RSAs, respectively, at grant date fair values of $3.9 million and $4.1 million, respectively. Expenses related to the vesting of awards to employees of affiliates of our Manager were $2.5 million and $3.0 million during the nine months ended September 30, 2020 and 2019, respectively. These shares generally vest over a three-year period.

Manager Equity Plan

In May 2017, the Company’s shareholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the “2017 Manager Equity Plan”), which replaced the Starwood Property Trust, Inc. Manager Equity Plan (“Manager Equity Plan”). In September 2019, we granted 1,200,000 RSUs to our Manager under the 2017 Manager Equity Plan. In April 2018, we granted 775,000 RSUs to our Manager under the 2017 Manager Equity Plan. In March 2017, we granted 1,000,000 RSUs to our Manager under the Manager Equity Plan. In connection with these grants and prior similar grants, we recognized share-based compensation expense of $3.4 million and $8.8 million within management fees in our condensed consolidated statements of operations for the three months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020 and 2019, we recognized $12.0 million and $15.2 million, respectively, related to these awards. Refer to Note 16 for further discussion of these grants.

Investments in Loans

In January 2020, the Company originated a $3.5 million bridge loan to a third party borrower for the development and recapitalization of luxury cabin rentals.  In February 2020, the bridge loan was repaid, and the Company originated a $99.0 million first mortgage loan to the same borrower.  The loan bears interest at a fixed rate of 10.5% plus fees and contains a term of 36 months with two one-year extension options.  Certain members of our executive team and board of directors own equity interests in the borrower.  The investment was approved by our independent directors.

In January 2020, the Company co-originated a €70.3 million mezzanine loan with SEREF, an affiliate of our Manager, to the third party that acquired our property portfolio in Ireland in December 2019. The Company and SEREF each originated 35.2 million. The loan matures in October 2025.

During the three and nine months ended September 30, 2020, the Company acquired $57.6 million and $185.0 million, respectively, of loans from a residential mortgage originator in which it holds an equity interest. Refer to Note 7 for further discussion.

During the three months ended September 30, 2020, the Company amended a $4.5 million subordinated loan to a residential mortgage originator in which it holds an equity interest, to extend the maturity from September 2020 to September 2021.

During the three months ended September 30, 2020, the Company received a $245.0 million partial repayment on a first mortgage and mezzanine loan that was originated in August 2017 related to an office campus located in Irvine, California. An affiliate of our Manager has a non-controlling equity interest in the borrower.

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Lease Arrangements

In March 2020, we entered into an office lease agreement with an entity which is controlled by our Chairman and CEO through majority equity ownership of the entity. The leased premises are currently under construction and will serve as our new Miami Beach office when our existing lease in Miami Beach expires on December 31, 2021. The lease will commence after delivery of the office space to us, but no earlier than July 30, 2021. The lease is for approximately 74,000 square feet of office space, has an initial term of 15 years and requires monthly lease payments starting in the tenth month after lease commencement. The lease payments are based on an annual base rate of $52.00 per square foot that increases by 3% each anniversary following commencement, plus our pro rata share of building operating expenses. In April 2020, we provided a $1.9 million cash security deposit to the landlord. Prior to the execution of this lease, we engaged an independent third party leasing firm and external counsel to advise the independent directors of our board of directors on market terms for the lease.  The terms of the lease were approved by our independent directors.

Other Related-Party Arrangements

Highmark Residential (“Highmark”), an affiliate of our Manager, now provides property management services for all 32 properties within our Woodstar I Portfolio. Fees paid to Highmark are calculated as a percentage of gross receipts and are at market terms. During both the three months ended September 30, 2020 and 2019, property management fees to Highmark of $0.4 million were recognized in our condensed consolidated statements of operations. During the nine months ended September 30, 2020 and 2019, property management fees to Highmark of $1.4 million and $1.1 million, respectively, were recognized in our condensed consolidated statements of operations.

Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of related-party agreements.

16. Stockholders’ Equity and Non-Controlling Interests

During the nine months ended September 30, 2020, our board of directors declared the following dividends:

Declaration Date

    

Record Date

    

Ex-Dividend Date

    

Payment Date

    

Amount

    

Frequency

9/16/20

9/30/20

9/29/20

10/15/20

$

0.48

Quarterly

6/16/20

 

6/30/20

 

6/29/20

7/15/20

0.48

 

Quarterly

2/25/20

 

3/31/20

 

3/30/20

4/15/20

0.48

 

Quarterly

During the nine months ended September 30, 2020 and 2019, there were no shares issued under our At-The-Market Equity Offering Sales Agreement. During the nine months ended September 30, 2020 and 2019, shares issued under the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) were not material.

In February 2020, our board of directors authorized the repurchase of up to $400.0 million of our outstanding common shares and Convertible Notes over a period of one year. Purchases made pursuant to the program will be made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases are discretionary and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. During the nine months ended September 30, 2020, we repurchased 1,925,421 shares of common stock for $28.8 million and no Convertible Notes under our repurchase program. As of September 30, 2020, we had $371.2 million of remaining capacity to repurchase common stock and/or Convertible Notes under the repurchase program.

Equity Incentive Plans

In May 2017, the Company’s shareholders approved the 2017 Manager Equity Plan and the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”), which allow for the issuance of up to 11,000,000 stock options, stock appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors, employees, consultants or any other party providing services to the Company. The 2017 Manager Equity Plan succeeds and replaces the Manager Equity Plan and the 2017 Equity Plan succeeds and replaces the Starwood Property

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Trust, Inc. Equity Plan (the “Equity Plan”) and the Starwood Property Trust, Inc. Non-Executive Director Stock Plan (the “Non-Executive Director Stock Plan”).

The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager Equity Plan during the nine months ended September 30, 2020 and 2019 (dollar amounts in thousands):

Grant Date

    

Type

    

Amount Granted

    

Grant Date Fair Value

    

Vesting Period

 

September 2019

RSU

1,200,000

$

29,484

(1)

April 2018

RSU

775,000

16,329

3 years

March 2017

RSU

1,000,000

22,240

3 years

(1)Of the amount granted, 218,898 vested immediately on the grant date and the remaining amount vests over a three-year period.

Schedule of Non-Vested Shares and Share Equivalents

2017

Weighted Average

2017

Manager

Grant Date Fair

Equity Plan

Equity Plan

Total

Value (per share)

Balance as of January 1, 2020

 

1,413,170

 

1,305,597

 

2,718,767

 

$

22.74

Granted

1,014,753

 

1,014,753

 

10.98

Vested

 

(640,727)

(522,359)

 

(1,163,086)

 

22.50

Forfeited

 

(20,960)

 

(20,960)

 

14.23

Balance as of September 30, 2020

 

1,766,236

 

783,238

 

2,549,474

 

18.23

As of September 30, 2020, there were 6.5 million shares of common stock available for future grants under the 2017 Manager Equity Plan and the 2017 Equity Plan.

Non-Controlling Interests in Consolidated Subsidiaries

In connection with our Woodstar II Portfolio acquisitions, we issued 10.2 million Class A Units in our consolidated subsidiary, SPT Dolphin, and rights to receive an additional 1.9 million Class A Units if certain contingent events occur. As of September 30, 2020, 1.8 million of the 1.9 million contingent Class A Units were issued. The Class A Units are redeemable for consideration equal to the current share price of the Company’s common stock on a one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. During the nine months ended September 30, 2020, redemptions of 0.5 million of the Class A Units were received, of which 0.4 million were settled in common stock and 0.1 million were settled for $1.3 million in cash, leaving 10.5 million Class A Units outstanding as of September 30, 2020. In consolidation, the outstanding Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our condensed consolidated balance sheets, the balance of which was $225.4 million and $235.9 million as of September 30, 2020 and December 31, 2019, respectively.

To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net income attributable to non-controlling interests in our condensed consolidated statements of operations. During the three and nine months ended September 30, 2020, we recognized net income attributable to non-controlling interests of $5.1 million and $15.3 million, respectively, associated with these Class A Units. During the three and nine months ended September 30, 2019, we recognized net income attributable to non-controlling interests of $5.2 million and $16.3 million, respectively, associated with these Class A Units.

As discussed in Note 14, we entered into the CMBS JV within our Investing and Servicing Segment in December 2019. Because the CMBS JV was deemed a VIE for which we were the primary beneficiary, this transaction was not recognized as a sale for GAAP purposes. Instead, the 49% interest of our joint venture partner is reflected as a non-controlling interest in consolidated subsidiaries on our consolidated balance sheets, and any net income attributable to this 49% joint venture interest is reflected within net income attributable to non-controlling interests in our consolidated statement of operations. The non-controlling interests in the CMBS JV were $127.8 million and $175.6 million as of September 30, 2020 and December 31, 2019, respectively. During the three and nine months ended September 30, 2020, net income attributable to non-controlling interests was $6.8 million and $7.6 million, respectively.

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17. Earnings per Share

The following table provides a reconciliation of net income and the number of shares of common stock used in the computation of basic EPS and diluted EPS (amounts in thousands, except per share amounts):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2020

    

2019

    

2020

    

2019

Basic Earnings

Income attributable to STWD common stockholders

$

151,834

$

140,396

$

224,721

$

337,795

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,721)

 

(1,205)

 

(3,422)

 

(2,779)

Basic earnings

$

150,113

$

139,191

$

221,299

$

335,016

Diluted Earnings

Income attributable to STWD common stockholders

$

151,834

$

140,396

$

224,721

$

337,795

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,721)

 

(1,205)

 

(3,422)

 

(2,779)

Add: Interest expense on Convertible Notes (1)

3,055

3,071

*

9,306

Add: Undistributed earnings to participating shares

 

663

 

188

 

 

Less: Undistributed earnings reallocated to participating shares

 

(642)

 

(182)

 

 

Diluted earnings

$

153,189

$

142,268

$

221,299

$

344,322

Number of Shares:

Basic — Average shares outstanding

 

282,596

 

279,992

 

281,686

 

278,934

Effect of dilutive securities — Convertible Notes (1)

 

9,649

 

9,649

 

*

 

9,857

Effect of dilutive securities — Contingently issuable shares

 

 

38

 

38

Effect of dilutive securities — Unvested non-participating shares

213

233

182

192

Diluted — Average shares outstanding

 

292,458

 

289,912

 

281,868

 

289,021

Earnings Per Share Attributable to STWD Common Stockholders:

Basic

$

0.53

$

0.50

$

0.79

$

1.20

Diluted

$

0.52

$

0.49

$

0.79

$

1.19

(1)The Company does not intend to fully settle the principal amount of the Convertible Notes in cash upon conversion. Accordingly, under GAAP, the dilutive effect to EPS for the periods presented above is determined using the “if-converted” method whereby interest expense or any loss on extinguishment of our Convertible Notes is added back to the diluted EPS numerator and the full number of potential shares contingently issuable upon their conversion is included in the diluted EPS denominator, if dilutive. Refer to Note 10 for further discussion.

* Our Convertible Notes were not dilutive for the nine months ended September 30, 2020.

As of September 30, 2020 and 2019, participating shares of 12.8 million and 13.4 million, respectively, were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-class method used above. Such participating shares at September 30, 2020 and 2019 included 10.5 million and 10.9 million potential shares, respectively, of our common stock issuable upon redemption of the Class A Units in SPT Dolphin, as discussed in Note 16.

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18. Accumulated Other Comprehensive Income

The changes in AOCI by component are as follows (amounts in thousands):

    

Cumulative

    

    

Unrealized Gain

(Loss) on

Foreign

Available-for-

Currency

Sale Securities

Translation

Total

Three Months Ended September 30, 2020

Balance at July 1, 2020

$

42,930

$

(64)

$

42,866

OCI before reclassifications

 

(581)

 

 

(581)

Amounts reclassified from AOCI

 

 

 

Net period OCI

 

(581)

 

 

(581)

Balance at September 30, 2020

$

42,349

$

(64)

$

42,285

Three Months Ended September 30, 2019

Balance at July 1, 2019

$

53,049

$

4,075

$

57,124

OCI before reclassifications

(520)

 

(4,168)

 

(4,688)

Amounts reclassified from AOCI

 

(59)

 

 

(59)

Net period OCI

 

(579)

 

(4,168)

 

(4,747)

Balance at September 30, 2019

$

52,470

$

(93)

$

52,377

Nine Months Ended September 30, 2020

Balance at January 1, 2020

$

50,996

$

(64)

$

50,932

OCI before reclassifications

 

(8,647)

 

 

(8,647)

Amounts reclassified from AOCI

 

 

 

Net period OCI

 

(8,647)

 

 

(8,647)

Balance at September 30, 2020

$

42,349

$

(64)

$

42,285

Nine Months Ended September 30, 2019

Balance at January 1, 2019

$

53,515

$

5,145

$

58,660

OCI before reclassifications

 

(986)

 

(5,238)

 

(6,224)

Amounts reclassified from AOCI

 

(59)

 

 

(59)

Net period OCI

 

(1,045)

 

(5,238)

 

(6,283)

Balance at September 30, 2019

$

52,470

$

(93)

$

52,377

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19. Fair Value

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Valuation Process

We have valuation control processes in place to validate the fair value of the Company’s financial assets and liabilities measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

Pricing Verification—We use recently executed transactions, other observable market data such as exchange data, broker/dealer quotes, third party pricing vendors and aggregation services for validating the fair values generated using valuation models. Pricing data provided by approved external sources is evaluated using a number of approaches; for example, by corroborating the external sources’ prices to executed trades, analyzing the methodology and assumptions used by the external source to generate a price and/or by evaluating how active the third party pricing source (or originating sources used by the third party pricing source) is in the market.

Unobservable Inputs—Where inputs are not observable, we review the appropriateness of the proposed valuation methodology to ensure it is consistent with how a market participant would arrive at the unobservable input. The valuation methodologies utilized in the absence of observable inputs may include extrapolation techniques and the use of comparable observable inputs.

Any changes to the valuation methodology will be reviewed by our management to ensure the changes are appropriate. The methods used may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair values. Furthermore, while we anticipate that our valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value could result in a different estimate of fair value at the reporting date.

Fair Value on a Recurring Basis

We determine the fair value of our financial assets and liabilities measured at fair value on a recurring basis as follows:

Loans held-for-sale, commercial

We measure the fair value of our commercial mortgage loans held-for-sale using a discounted cash flow analysis unless observable market data (i.e., securitized pricing) is available. A discounted cash flow analysis requires management to make estimates regarding future interest rates and credit spreads. The most significant of these inputs relates to credit spreads and is unobservable. Thus, we have determined that the fair values of mortgage loans valued using a discounted cash flow analysis should be classified in Level III of the fair value hierarchy, while mortgage loans

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valued using securitized pricing should be classified in Level II of the fair value hierarchy. Mortgage loans classified in Level III are transferred to Level II if securitized pricing becomes available.

Loans held-for-sale and loans held-for-investment, residential

We measure the fair value of our residential mortgage loans held-for-sale and held-for-investment based on the net present value of expected future cash flows using a combination of observable and unobservable inputs. Observable market participant assumptions include pricing related to trades of residential mortgage loans with similar characteristics. Unobservable inputs include the expectation of future cash flows, which involves judgments about the underlying collateral, the creditworthiness of the borrower, estimated prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and certain other factors. At each measurement date, we consider both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs, these loans have been classified within Level III.

RMBS

RMBS are valued utilizing observable and unobservable market inputs. The observable market inputs include recent transactions, broker quotes and vendor prices (“market data”). However, given the implied price dispersion amongst the market data, the fair value determination for RMBS has also utilized significant unobservable inputs in discounted cash flow models including prepayments, default and severity estimates based on the recent performance of the collateral, the underlying collateral characteristics, industry trends, as well as expectations of macroeconomic events (e.g., housing price curves, interest rate curves, etc.). At each measurement date, we consider both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs these securities have been classified within Level III.

CMBS

CMBS are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar securities and the spreads used in the prior valuation. We obtain current market spread information where available and use this information in evaluating and validating the market price of all CMBS. Depending upon the significance of the fair value inputs used in determining these fair values, these securities are classified in either Level II or Level III of the fair value hierarchy. CMBS may shift between Level II and Level III of the fair value hierarchy if the significant fair value inputs used to price the CMBS become or cease to be observable.

Equity security

The equity security is publicly registered and traded in the U.S. and its market price is listed on the London Stock Exchange. The security has been classified within Level I.

Domestic servicing rights

The fair value of this intangible is determined using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, including forecasted loan defeasance, control migration, delinquency and anticipated maturity defaults which are calculated assuming a debt yield at which default occurs. Since the most significant of these inputs are unobservable, we have determined that the fair values of this intangible in its entirety should be classified in Level III of the fair value hierarchy.

Derivatives

The valuation of derivative contracts are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market based inputs, including interest rate curves, spot and market forward points and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted

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expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

The valuation of over the counter derivatives are determined using discounted cash flows based on Overnight Index Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Uncollateralized or partially collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs (i.e., a LIBOR OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. For credit index instruments, fair value is determined based on changes in the relevant indices from the date of initiation of the instrument to the reporting date, as these changes determine the amount of any future cash settlement between us and the counterparty. These indices are considered Level II inputs as they are directly observable.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level II of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level III inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of September 30, 2020 and December 31, 2019, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level II of the fair value hierarchy.

Liabilities of consolidated VIEs

Our consolidated VIE liabilities generally represent bonds that are not owned by us. The majority of these are either traded in the marketplace or can be analogized to similar securities that are traded in the marketplace. For these liabilities, pricing is considered to be Level II, where the valuation is based upon quoted prices for similar instruments traded in active markets. We generally utilize third party pricing service providers for valuing these liabilities. In order to determine whether to utilize the valuations provided by third parties, we conduct an ongoing evaluation of their valuation methodologies and processes, as well as a review of the individual valuations themselves. In evaluating third party pricing for reasonableness, we consider a variety of factors, including market transaction information for the particular bond, market transaction information for bonds within the same trust, market transaction information for similar bonds, the bond’s ratings and the bond’s subordination levels.

For the minority portion of our consolidated VIE liabilities which consist of unrated or non-investment grade bonds that are not owned by us, pricing may be either Level II or Level III. If independent third party pricing similar to that noted above is available, we consider the valuation to be Level II. If such third party pricing is not available, the valuation is generated from model-based techniques that use significant unobservable assumptions, and we consider the valuation to be Level III. For VIE liabilities classified as Level III, valuation is determined based on discounted expected future cash flows which take into consideration expected duration and yields based on market transaction information, ratings, subordination levels, vintage and current market spread. VIE liabilities may shift between Level II and Level III of the fair value hierarchy if the significant fair value inputs used to price the VIE liabilities become or cease to be observable.

Assets of consolidated VIEs

The securitization 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 of the VIE, we maximize the use of observable inputs over unobservable inputs. The individual assets of a VIE are inherently incapable of precise measurement given their illiquid nature and the limitations on available information related to these assets. Because our methodology for valuing these assets does not value the individual assets of a VIE, but rather uses the value of the VIE

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liabilities as an indicator of the fair value of VIE assets as a whole, we have determined that our valuations of VIE assets in their entirety should be classified in Level III of the fair value hierarchy.

Fair Value on a Nonrecurring Basis

We determine the fair value of our financial assets and liabilities measured at fair value on a nonrecurring basis as follows:

Loans held-for-sale, infrastructure

We measure the fair value of infrastructure loans held-for-sale, which are carried at the lower of amortized cost or fair value, utilizing bids periodically received from third parties to acquire these assets. As these bids represent observable market data, we have determined that the fair value of these assets would be classified in Level II of the fair value hierarchy.

Fair Value Only Disclosed

We determine the fair value of our financial instruments and assets where fair value is disclosed as follows:

Loans held-for-investment and loans held-for-sale

We estimate the fair values of our loans not carried at fair value on a recurring basis by discounting their expected cash flows at a rate we estimate would be demanded by the market participants that are most likely to buy our loans. The expected cash flows used are generally the same as those used to calculate our level yield income in the financial statements. Since these inputs are unobservable, we have determined that the fair value of these loans in their entirety would be classified in Level III of the fair value hierarchy.

HTM debt securities

We estimate the fair value of our mandatorily redeemable preferred equity interests in commercial real estate companies and infrastructure bonds using the same methodology described for our loans held-for-investment. We estimate the fair value of our HTM CMBS using the same methodology described for our CMBS carried at fair value on a recurring basis.

Secured financing agreements, CLO and unsecured senior notes not convertible

The fair value of the secured financing agreements, CLO and unsecured senior notes not convertible are determined by discounting the contractual cash flows at the interest rate we estimate such arrangements would bear if executed in the current market. We have determined that our valuation of these instruments should be classified in Level III of the fair value hierarchy.

Convertible Notes

The fair value of the debt component of our Convertible Notes is estimated by discounting the contractual cash flows at the interest rate we estimate such notes would bear if sold in the current market without the embedded conversion option which, in accordance with ASC 470, is reflected as a component of equity. We have determined that our valuation of our Convertible Notes should be classified in Level III of the fair value hierarchy.

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Fair Value Disclosures

The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the condensed consolidated balance sheets by their level in the fair value hierarchy as of September 30, 2020 and December 31, 2019 (amounts in thousands):

September 30, 2020

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

1,269,080

$

$

$

1,269,080

RMBS

 

170,270

 

 

 

170,270

CMBS

 

23,489

 

 

1,640

 

21,849

Equity security

 

10,058

 

10,058

 

 

Domestic servicing rights

 

14,589

 

 

 

14,589

Derivative assets

 

64,825

 

 

64,825

 

VIE assets

 

64,477,475

 

 

 

64,477,475

Total

$

66,029,786

$

10,058

$

66,465

$

65,953,263

Financial Liabilities:

Derivative liabilities

$

13,452

$

$

13,452

$

VIE liabilities

 

62,876,265

 

 

60,560,959

 

2,315,306

Total

$

62,889,717

$

$

60,574,411

$

2,315,306

December 31, 2019

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

1,436,194

$

$

$

1,436,194

RMBS

 

189,576

 

 

 

189,576

CMBS

 

37,360

 

 

12,352

 

25,008

Equity security

 

12,664

 

12,664

 

 

Domestic servicing rights

 

16,917

 

 

 

16,917

Derivative assets

 

28,943

 

 

28,943

 

VIE assets

 

62,187,175

 

 

 

62,187,175

Total

$

63,908,829

$

12,664

$

41,295

$

63,854,870

Financial Liabilities:

Derivative liabilities

$

8,740

$

$

8,740

$

VIE liabilities

 

60,743,494

 

 

58,206,102

 

2,537,392

Total

$

60,752,234

$

$

58,214,842

$

2,537,392

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The changes in financial assets and liabilities classified as Level III are as follows for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2020 balance

$

894,613

$

174,281

$

21,891

$

13,955

$

64,175,387

$

(2,129,529)

$

63,150,598

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

61,384

 

 

(56)

634

 

(202,560)

 

(30,577)

 

(171,175)

Net accretion

 

 

2,633

 

 

 

 

 

2,633

Included in OCI

 

 

(581)

 

 

 

 

 

(581)

Purchases / Originations

 

1,013,158

 

 

 

 

 

 

1,013,158

Sales

 

(656,818)

 

 

 

 

 

 

(656,818)

Cash repayments / receipts

 

(43,257)

 

(6,063)

 

(213)

 

 

 

(329)

 

(49,862)

Transfers into Level III

 

 

 

 

 

 

(485,332)

 

(485,332)

Transfers out of Level III

 

 

 

 

 

 

322,888

 

322,888

Consolidation of VIEs

 

 

 

 

 

512,300

 

 

512,300

Deconsolidation of VIEs

 

 

 

227

 

 

(7,652)

 

7,573

 

148

September 30, 2020 balance

$

1,269,080

$

170,270

$

21,849

$

14,589

$

64,477,475

$

(2,315,306)

$

63,637,957

Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$

8,864

$

2,633

$

(56)

$

634

$

(194,147)

$

(30,577)

$

(212,649)

Included in OCI

$

$

(581)

$

$

$

$

$

(581)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2019 balance

$

1,372,398

$

200,874

$

34,283

$

18,874

$

57,667,606

$

(2,374,002)

$

56,920,033

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

32,512

 

 

432

(625)

 

(380,973)

 

28,005

 

(320,649)

Net accretion

 

 

2,446

 

 

 

 

 

2,446

Included in OCI

 

 

(578)

 

 

 

 

 

(578)

Purchases / Originations

1,123,553

 

 

5,165

 

 

 

1,128,718

Sales

 

(846,047)

 

 

 

 

 

 

(846,047)

Issuances

 

 

 

 

 

 

(22,958)

 

(22,958)

Cash repayments / receipts

(33,054)

 

(7,445)

 

(3,343)

 

 

 

(12,516)

 

(56,358)

Transfers into Level III

 

 

 

 

 

 

(122,911)

 

(122,911)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

319,727

 

93,914

Consolidation of VIEs

 

 

 

 

 

1,999,780

 

(85,450)

 

1,914,330

Deconsolidation of VIEs

 

 

 

(657)

 

 

(37,359)

 

 

(38,016)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of unrealized gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

4,537

$

2,390

$

434

$

(625)

$

(380,973)

$

28,005

$

(346,232)

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Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2020 balance

$

1,436,194

$

189,576

$

25,008

$

16,917

$

62,187,175

$

(2,537,392)

$

61,317,478

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

79,700

 

 

5,331

 

(2,328)

 

(1,291,705)

 

107,019

 

(1,101,983)

Net accretion

 

 

7,967

 

 

 

 

 

7,967

Included in OCI

 

 

(8,647)

 

 

 

 

 

(8,647)

Purchases / Originations

 

1,900,738

 

 

 

 

 

 

1,900,738

Sales

 

(1,998,255)

 

 

(7,940)

 

 

 

 

(2,006,195)

Issuances

 

 

 

 

 

 

(24,376)

 

(24,376)

Cash repayments / receipts

 

(149,297)

 

(18,626)

 

(777)

 

 

 

(9,589)

 

(178,289)

Transfers into Level III

 

 

 

 

 

 

(1,242,539)

 

(1,242,539)

Transfers out of Level III

 

 

 

 

 

 

1,455,093

 

1,455,093

Consolidation of VIEs

 

 

 

 

 

3,589,657

 

(71,095)

 

3,518,562

Deconsolidation of VIEs

 

 

 

227

 

 

(7,652)

 

7,573

 

148

September 30, 2020 balance

$

1,269,080

$

170,270

$

21,849

$

14,589

$

64,477,475

$

(2,315,306)

$

63,637,957

Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$

8,551

$

7,967

$

(1,055)

$

(2,328)

$

(1,213,498)

$

107,019

$

(1,093,344)

Included in OCI

$

$

(8,647)

$

$

$

$

$

(8,647)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2019 balance

$

671,282

$

209,079

$

25,228

$

20,557

$

53,446,364

$

(1,441,446)

$

52,931,064

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

65,669

 

 

1,153

 

(2,308)

 

39,961

 

51,907

 

156,382

Net accretion

 

 

7,484

 

 

 

 

 

7,484

Included in OCI

 

 

(1,044)

 

 

 

 

 

(1,044)

Purchases / Originations

2,775,787

 

 

5,165

 

 

 

2,780,952

Sales

 

(1,774,794)

 

 

(3,978)

 

 

 

 

(1,778,772)

Issuances

 

 

 

 

 

 

(81,681)

 

(81,681)

Cash repayments / receipts

(88,582)

 

(20,222)

 

(8,933)

 

 

 

(15,786)

 

(133,523)

Transfers into Level III

 

 

 

5,350

 

 

 

(1,374,505)

 

(1,369,155)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

750,546

 

524,733

Consolidation of VIEs

 

 

 

 

 

6,103,915

 

(193,300)

 

5,910,615

Deconsolidation of VIEs

 

 

 

11,895

 

 

(341,186)

 

34,160

 

(295,131)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of total gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

6,775

$

7,397

$

101

$

(2,308)

$

39,961

$

51,907

$

103,833

Amounts were transferred from Level II to Level III due to a decrease in the observable relevant market activity and amounts were transferred from Level III to Level II due to an increase in the observable relevant market activity.

The following table presents the fair values, all of which are classified in Level III of the fair value hierarchy, of our financial instruments not carried at fair value on the condensed consolidated balance sheets (amounts in thousands):

September 30, 2020

December 31, 2019

   

Carrying

   

Fair

Carrying

  

Fair

Value

Value

Value

Value

Financial assets not carried at fair value:

Loans held-for-investment and loans held-for-sale

$

10,662,245

$

10,583,876

$

10,034,030

$

10,086,372

HTM debt securities

 

541,296

 

512,808

 

570,638

 

568,727

Financial liabilities not carried at fair value:

Secured financing agreements and CLO

$

10,545,823

$

10,495,587

$

9,834,108

$

9,826,511

Unsecured senior notes

 

1,934,555

 

1,917,805

 

1,928,622

 

2,022,283

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The following is quantitative information about significant unobservable inputs in our Level III measurements for those assets and liabilities measured at fair value on a recurring basis (dollars in thousands):

Carrying Value at

Valuation

Unobservable

Range (Weighted Average) as of (1)

   

September 30, 2020

   

Technique

   

Input

   

September 30, 2020

   

December 31, 2019

Loans under fair value option

$

1,269,080

Discounted cash flow

Yield (b)

3.3% - 9.7% (4.7%)

3.4% - 5.9%

Duration (c)

1.5 - 10.8 years (4.8 years)

1.3 - 11.3 years

RMBS

 

170,270

Discounted cash flow

Constant prepayment rate (a)

3.2% - 16.4% (7.3%) 

3.1% - 24.9%

Constant default rate (b)

1.3% - 5.0% (2.6%)

0.5% - 5.0%

Loss severity (b)

0% - 79% (26%) (e) 

0% - 93% (e)

Delinquency rate (c)

8% - 28% (18%) 

5% - 29%

Servicer advances (a)

24% - 85% (61%) 

27% - 85%

Annual coupon deterioration (b)

0.0% - 0.9% (0.1%)

0% - 1.6%

Putback amount per projected total collateral loss (d)

0% -25% (1.1%)  

0% - 28%

CMBS

 

21,849

Discounted cash flow

Yield (b)

0% - 700.5% (6.1%) 

0% - 122.9%

Duration (c)

0 - 8.9 years (5.5 years)

0 - 9.7 years

Domestic servicing rights

 

14,589

Discounted cash flow

Debt yield (a)

7.75% (7.75%) 

7.50%

Discount rate (b)

15% (15%) 

15%

VIE assets

 

64,477,475

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 19 years (3.9 years)

0 - 19.2 years

VIE liabilities

 

(2,315,306)

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 11.0 years (3.8 years)

0 - 12.7 years

(1)The ranges and weighted averages of significant unobservable inputs are represented in percentages and years. Unobservable inputs were weighted by the relative carrying value of the instruments as of September 30, 2020.

Information about Uncertainty of Fair Value Measurements

(a)Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.
(b)Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.
(c)Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (higher or lower) fair value measurement depending on the structural features of the security in question.
(d)Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.
(e)17% and 34% of the portfolio falls within a range of 45% - 80% as of September 30, 2020 and December 31, 2019, respectively.

20. Income Taxes

Certain of our domestic subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit us to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, we will continue to maintain our qualification as a REIT.

Our TRSs engage in various real estate related operations, including special servicing of commercial real estate, originating and securitizing mortgage loans, and investing in entities which engage in real estate-related operations. As of September 30, 2020 and December 31, 2019, approximately $1.3 billion and $1.6 billion, respectively, of assets were owned by TRS entities. Our TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by us with respect to our interest in TRSs.

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The following table is a reconciliation of our U.S. federal income tax (benefit) provision determined using our statutory federal tax rate to our reported income tax (benefit) provision for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):

  

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

2020

    

2019

 

    

2020

2019

Federal statutory tax rate

$

37,711

 

21.0

%

  

$

32,448

 

21.0

%

  

$

54,231

 

21.0

%

 

$

77,140

 

21.0

%

REIT and other non-taxable loss

 

(24,688)

(13.7)

%

 

(28,870)

(18.7)

%

 

(41,697)

(16.2)

%

 

(71,042)

(19.3)

%

State income taxes

 

4,278

2.4

%

 

937

0.6

%

 

4,118

1.6

%

 

1,597

0.4

%

Federal benefit of state tax deduction

 

(899)

(0.5)

%

 

(196)

(0.1)

%

 

(865)

(0.3)

%

 

(335)

(0.1)

%

Net operating loss carryback rate differential

 

(1,569)

(0.9)

%

 

%

 

(5,286)

(2.0)

%

 

%

Intra-entity transfer

%

%

(3,781)

(1.5)

%

%

Other

 

10

%

 

194

0.1

%

 

96

%

 

1,020

0.3

%

Effective tax rate

$

14,843

8.3

%

$

4,513

2.9

%

$

6,816

2.6

%

$

8,380

2.3

%

The Company has used the discrete tax approach in calculating the tax benefit for the three and nine months ended September 30, 2020 due to the fact that a relatively small change in the Company’s projected pre-tax net income could result in a volatile effective tax rate. Under the discrete method, the Company determines its tax benefit based upon actual results as if the interim period was an annual period.

In response to the COVID-19 pandemic, the U.S. and many other governments have enacted, or are contemplating enacting, measures to provide aid and economic stimulus.  These measures include deferring the due dates of tax payments and other changes to their income and non-income-based tax laws.  The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws, and to allow companies to carry back tax net operating losses (“NOLs”) generated in 2018 to 2020 to the five preceding tax years. The Company plans to carry back its NOL generated this year to a year in which the federal tax rate was 35%, resulting in a tax benefit from the NOL carryback for the three and nine months ended September 30, 2020. We continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.

21. Commitments and Contingencies

As of September 30, 2020, our Commercial and Residential Lending Segment had future commercial loan funding commitments totaling $1.8 billion, of which we expect to fund $1.6 billion. These future funding commitments primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions.

As of September 30, 2020, our Infrastructure Lending Segment had future infrastructure loan funding commitments totaling $241.6 million, including $146.2 million under revolvers and letters of credit (“LCs”), and $95.4 million under delayed draw term loans. As of September 30, 2020, $25.6 million of revolvers and LCs were outstanding.

In connection with the Infrastructure Lending Segment acquisition, we assumed guarantees of certain borrowers’ performance under existing interest rate swaps.  As of September 30, 2020, we had six outstanding guarantees on interest rate swaps maturing between March 2022 and June 2025. Refer to Note 12 for further discussion.

Generally, funding commitments are subject to certain conditions that must be met, such as customary construction draw certifications, minimum debt service coverage ratios or executions of new leases before advances are made to the borrower.

Management is not aware of any other contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business that would have a material adverse effect on our condensed consolidated financial statements.

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Table of Contents 

22. Segment Data

In its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis prior to the impact of consolidating securitization VIEs under ASC 810. The segment information within this Note is reported on that basis.

The table below presents our results of operations for the three months ended September 30, 2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

149,972

$

17,835

$

$

1,597

$

$

169,404

$

$

169,404

Interest income from investment securities

 

21,385

 

635

 

 

23,587

 

45,607

 

(33,421)

 

12,186

Servicing fees

 

110

 

 

 

13,749

 

13,859

 

(4,311)

 

9,548

Rental income

2,014

63,925

10,039

75,978

75,978

Other revenues

 

66

 

101

 

48

 

98

 

313

 

(2)

 

311

Total revenues

 

173,547

 

18,571

 

63,973

 

49,070

 

 

305,161

 

(37,734)

 

267,427

Costs and expenses:

Management fees

 

297

 

 

 

221

 

22,596

 

23,114

 

13

 

23,127

Interest expense

 

38,422

 

8,914

 

16,180

 

5,425

27,040

 

95,981

 

 

95,981

General and administrative

 

12,483

 

3,568

 

1,094

 

18,813

3,436

 

39,394

 

84

 

39,478

Acquisition and investment pursuit costs

 

757

 

62

 

 

65

 

884

 

 

884

Costs of rental operations

643

24,302

4,577

29,522

29,522

Depreciation and amortization

 

430

 

87

 

19,130

 

3,934

 

23,581

 

 

23,581

Credit loss provision (reversal), net

 

782

 

(4,369)

 

 

 

(3,587)

 

 

(3,587)

Other expense

 

77

 

 

95

 

 

172

 

 

172

Total costs and expenses

 

53,891

 

8,262

 

60,801

 

33,035

53,072

 

209,061

 

97

 

209,158

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

58,585

 

58,585

Change in fair value of servicing rights

 

 

 

 

3,960

 

3,960

 

(3,326)

 

634

Change in fair value of investment securities, net

 

13,611

 

 

 

3,249

 

16,860

 

(17,059)

 

(199)

Change in fair value of mortgage loans, net

 

59,402

 

 

 

1,982

 

61,384

 

 

61,384

Earnings (loss) from unconsolidated entities

 

3,253

 

(80)

 

 

358

 

3,531

 

(339)

 

3,192

(Loss) gain on derivative financial instruments, net

 

(28,577)

 

110

 

(313)

 

38

645

 

(28,097)

 

 

(28,097)

Foreign currency gain, net

 

25,302

 

110

 

14

 

26

 

25,452

 

 

25,452

Other (loss) income, net

 

 

 

(1)

 

358

 

357

 

 

357

Total other income (loss)

 

72,991

 

140

 

(300)

 

9,971

645

 

83,447

 

37,861

 

121,308

Income (loss) before income taxes

 

192,647

 

10,449

 

2,872

 

26,006

(52,427)

 

179,547

 

30

 

179,577

Income tax (provision) benefit

 

(16,700)

 

(86)

 

 

1,943

 

(14,843)

 

 

(14,843)

Net income (loss)

 

175,947

 

10,363

 

2,872

 

27,949

(52,427)

 

164,704

 

30

 

164,734

Net income attributable to non-controlling interests

 

(3)

 

 

(5,072)

 

(7,795)

 

(12,870)

 

(30)

 

(12,900)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

175,944

$

10,363

$

(2,200)

$

20,154

$

(52,427)

$

151,834

$

$

151,834

57

Table of Contents 

The table below presents our results of operations for the three months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

145,290

$

22,763

$

$

3,977

$

$

172,030

$

$

172,030

Interest income from investment securities

 

18,163

810

 

 

32,556

 

51,529

 

(34,853)

 

16,676

Servicing fees

 

97

 

 

18,243

 

18,340

 

(4,007)

 

14,333

Rental income

72,251

12,403

 

84,654

 

 

84,654

Other revenues

 

258

39

 

125

 

218

 

640

 

(3)

 

637

Total revenues

 

163,808

23,612

 

72,376

 

67,397

 

 

327,193

 

(38,863)

 

288,330

Costs and expenses:

Management fees

 

363

 

 

18

 

29,829

 

30,210

 

28

 

30,238

Interest expense

 

51,844

14,422

 

19,020

 

8,891

29,142

 

123,319

 

(163)

 

123,156

General and administrative

 

7,104

4,315

 

2,170

 

22,915

3,184

 

39,688

 

78

 

39,766

Acquisition and investment pursuit costs

 

506

21

 

 

(364)

 

163

 

 

163

Costs of rental operations

765

24,784

6,019

 

31,568

 

 

31,568

Depreciation and amortization

 

339

15

 

23,106

 

4,809

 

28,269

 

 

28,269

Credit loss reversal, net

 

(39)

 

 

 

(39)

 

 

(39)

Other expense

 

77

 

46

 

 

123

 

 

123

Total costs and expenses

 

60,959

18,773

 

69,126

 

42,288

62,155

 

253,301

 

(57)

 

253,244

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

61,767

 

61,767

Change in fair value of servicing rights

 

 

 

57

 

57

 

(682)

 

(625)

Change in fair value of investment securities, net

 

(303)

 

 

22,476

 

22,173

 

(21,907)

 

266

Change in fair value of mortgage loans, net

 

10,088

 

 

22,433

 

32,521

 

 

32,521

Earnings from unconsolidated entities

 

2,507

 

223

 

253

 

2,983

 

(236)

 

2,747

Gain (loss) on sale of investments and other assets, net

 

482

(25)

 

 

20,700

 

21,157

 

 

21,157

Gain (loss) on derivative financial instruments, net

 

15,729

(109)

 

5,900

 

(6,376)

6,789

 

21,933

 

 

21,933

Foreign currency loss, net

 

(15,337)

(319)

 

(8)

 

 

(15,664)

 

 

(15,664)

Loss on extinguishment of debt

(857)

(2,101)

(194)

(1,472)

(4,624)

(4,624)

Other loss, net

 

(50)

 

 

 

(50)

 

 

(50)

Total other income (loss)

 

12,309

(2,604)

 

6,115

 

59,349

5,317

 

80,486

 

38,942

 

119,428

Income (loss) before income taxes

 

115,158

2,235

 

9,365

 

84,458

(56,838)

154,378

 

136

 

154,514

Income tax (provision) benefit

 

(3,194)

475

 

(1,794)

 

(4,513)

 

 

(4,513)

Net income (loss)

 

111,964

2,710

 

9,365

 

82,664

(56,838)

 

149,865

 

136

 

150,001

Net income attributable to non-controlling interests

 

 

(5,250)

 

(4,219)

 

(9,469)

 

(136)

 

(9,605)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

111,964

$

2,710

$

4,115

$

78,445

$

(56,838)

$

140,396

$

$

140,396

58

Table of Contents 

The table below presents our results of operations for the nine months ended September 30, 2020 by business segment (amounts in thousands):

Commercial and

    

Residential

    

Infrastructure

    

    

Investing

    

    

    

    

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

492,489

$

59,374

$

$

6,071

$

$

557,934

$

$

557,934

Interest income from investment securities

 

57,358

 

2,019

 

 

73,311

 

132,688

 

(90,618)

 

42,070

Servicing fees

 

424

 

 

 

28,782

 

29,206

 

(8,207)

 

20,999

Rental income

2,782

191,452

28,600

222,834

222,834

Other revenues

 

298

 

344

 

228

 

891

 

1,761

 

(5)

 

1,756

Total revenues

 

553,351

 

61,737

 

191,680

 

137,655

 

 

944,423

 

(98,830)

 

845,593

Costs and expenses:

Management fees

 

987

 

 

 

680

 

85,257

 

86,924

 

46

 

86,970

Interest expense

 

134,243

 

31,709

 

49,243

 

18,796

83,670

 

317,661

 

(162)

 

317,499

General and administrative

 

29,230

 

12,328

 

3,453

 

54,490

11,105

 

110,606

 

251

 

110,857

Acquisition and investment pursuit costs

 

2,195

 

1,179

 

12

 

(3)

 

3,383

 

 

3,383

Costs of rental operations

2,409

71,857

13,102

87,368

87,368

Depreciation and amortization

 

1,275

 

246

 

57,571

 

11,890

 

70,982

 

 

70,982

Credit loss provision, net

 

52,293

 

2,991

 

 

 

55,284

 

 

55,284

Other expense

 

230

 

 

432

 

 

662

 

 

662

Total costs and expenses

 

222,862

 

48,453

 

182,568

 

98,955

180,032

 

732,870

 

135

 

733,005

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

64,353

 

64,353

Change in fair value of servicing rights

 

 

 

 

9,606

 

9,606

 

(11,934)

 

(2,328)

Change in fair value of investment securities, net

 

(8,814)

 

 

 

(36,026)

 

(44,840)

 

47,972

 

3,132

Change in fair value of mortgage loans, net

 

56,895

 

 

 

22,805

 

79,700

 

 

79,700

Earnings (loss) from unconsolidated entities

 

3,975

 

(1,198)

 

 

30,504

 

33,281

 

(1,216)

 

32,065

(Loss) gain on sale of investments and other assets, net

 

(961)

 

296

 

 

7,433

 

6,768

 

 

6,768

(Loss) gain on derivative financial instruments, net

 

(9,508)

 

(1,328)

 

(35,150)

 

(22,896)

34,397

 

(34,485)

 

 

(34,485)

Foreign currency (loss) gain, net

 

(1,757)

 

(53)

 

(53)

 

2

 

(1,861)

 

 

(1,861)

Loss on extinguishment of debt

(22)

(170)

(2,185)

(2,377)

(2,377)

Other income, net

 

 

 

240

 

447

 

687

 

 

687

Total other income (loss)

 

39,808

 

(2,453)

 

(37,148)

 

11,875

34,397

 

46,479

 

99,175

 

145,654

Income (loss) before income taxes

 

370,297

 

10,831

 

(28,036)

 

50,575

(145,635)

 

258,032

 

210

 

258,242

Income tax (provision) benefit

 

(15,535)

 

3

 

 

8,716

 

(6,816)

 

 

(6,816)

Net income (loss)

 

354,762

 

10,834

 

(28,036)

 

59,291

(145,635)

 

251,216

 

210

 

251,426

Net income attributable to non-controlling interests

 

(10)

 

 

(15,294)

 

(11,191)

 

(26,495)

 

(210)

 

(26,705)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

354,752

$

10,834

$

(43,330)

$

48,100

$

(145,635)

$

224,721

$

$

224,721

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The table below presents our results of operations for the nine months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

    

Residential

    

Infrastructure

    

    

Investing

    

    

    

    

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

462,956

$

74,969

$

$

8,987

$

$

546,912

$

$

546,912

Interest income from investment securities

 

62,438

2,563

 

 

88,012

 

153,013

 

(96,160)

 

56,853

Servicing fees

 

310

 

 

61,366

 

61,676

 

(13,902)

 

47,774

Rental income

 

215,098

40,686

 

255,784

 

 

255,784

Other revenues

 

714

732

 

291

 

929

26

 

2,692

 

(24)

 

2,668

Total revenues

 

526,418

78,264

 

215,389

 

199,980

 

26

 

1,020,077

 

(110,086)

 

909,991

Costs and expenses:

Management fees

 

1,127

 

 

54

 

74,924

 

76,105

 

122

 

76,227

Interest expense

 

172,012

49,257

 

57,142

 

25,152

84,878

 

388,441

 

(487)

 

387,954

General and administrative

 

20,626

13,624

 

5,394

 

61,943

10,429

 

112,016

 

258

 

112,274

Acquisition and investment pursuit costs

 

915

51

 

 

(387)

 

579

 

 

579

Costs of rental operations

1,525

70,846

19,503

 

91,874

 

 

91,874

Depreciation and amortization

 

695

15

 

70,078

 

15,287

 

86,075

 

 

86,075

Credit loss provision, net

 

2,046

1,196

 

 

 

3,242

 

 

3,242

Other expense

 

230

 

1,353

 

194

 

1,777

 

 

1,777

Total costs and expenses

 

199,176

64,143

 

204,813

 

121,746

170,231

 

760,109

 

(107)

 

760,002

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

164,761

 

164,761

Change in fair value of servicing rights

 

 

 

(1,617)

 

(1,617)

 

(691)

 

(2,308)

Change in fair value of investment securities, net

 

(2,945)

 

 

56,431

 

53,486

 

(52,491)

 

995

Change in fair value of mortgage loans, net

 

16,837

 

 

48,841

 

65,678

 

 

65,678

Earnings (loss) from unconsolidated entities

 

8,576

 

(42,538)

 

3,601

 

(30,361)

 

(1,275)

 

(31,636)

Gain on sale of investments and other assets, net

 

3,476

3,041

 

 

21,640

 

28,157

 

 

28,157

Gain (loss) on derivative financial instruments, net

 

12,024

(3,337)

 

(3,957)

 

(16,761)

31,725

 

19,694

 

 

19,694

Foreign currency loss, net

 

(17,025)

(102)

 

(7)

 

 

(17,134)

 

 

(17,134)

Loss on extinguishment of debt

(857)

(8,221)

(194)

(1,466)

(10,738)

(10,738)

Other loss, net

 

(50)

 

 

(73)

 

(123)

 

 

(123)

Total other income (loss)

 

20,086

(8,669)

 

(46,502)

 

111,941

30,186

 

107,042

 

110,304

 

217,346

Income (loss) before income taxes

 

347,328

5,452

 

(35,926)

 

190,175

(140,019)

 

367,010

 

325

 

367,335

Income tax (provision) benefit

 

(4,778)

746

(258)

 

(4,090)

 

(8,380)

 

 

(8,380)

Net income (loss)

 

342,550

6,198

 

(36,184)

 

186,085

(140,019)

 

358,630

 

325

 

358,955

Net income attributable to non-controlling interests

 

(392)

 

(16,322)

 

(4,121)

 

(20,835)

 

(325)

 

(21,160)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

342,158

$

6,198

$

(52,506)

$

181,964

$

(140,019)

$

337,795

$

$

337,795

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The table below presents our condensed consolidated balance sheet as of September 30, 2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

Cash and cash equivalents

$

19,111

$

994

$

38,119

$

22,054

$

298,844

$

379,122

$

748

$

379,870

Restricted cash

 

69,351

 

31,515

 

7,632

 

22,838

 

 

131,336

 

 

131,336

Loans held-for-investment, net

 

9,373,503

 

1,544,068

 

 

1,081

 

 

10,918,652

 

 

10,918,652

Loans held-for-sale

 

747,654

 

 

 

265,019

 

 

1,012,673

 

 

1,012,673

Investment securities

 

1,152,362

 

39,813

 

 

1,097,322

 

 

2,289,497

 

(1,544,384)

 

745,113

Properties, net

27,123

1,983,124

197,575

2,207,822

2,207,822

Intangible assets

 

 

 

41,946

 

70,374

 

 

112,320

 

(38,181)

 

74,139

Investment in unconsolidated entities

 

50,850

 

24,664

 

 

45,236

 

 

120,750

 

(16,366)

 

104,384

Goodwill

 

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

25,805

 

 

54

 

1,250

 

37,716

 

64,825

 

 

64,825

Accrued interest receivable

 

72,344

 

3,244

 

 

334

 

3,484

 

79,406

 

(1,376)

 

78,030

Other assets

 

24,705

 

4,216

 

70,369

 

52,352

 

11,829

 

163,471

 

3

 

163,474

VIE assets, at fair value

 

 

 

 

 

 

 

64,477,475

 

64,477,475

Total Assets

$

11,562,808

$

1,767,923

$

2,141,244

$

1,915,872

$

351,873

$

17,739,720

$

62,877,919

$

80,617,639

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

36,378

$

8,545

$

49,758

$

35,796

$

70,956

$

201,433

$

58

$

201,491

Related-party payable

 

 

 

 

5

 

22,091

 

22,096

 

 

22,096

Dividends payable

 

 

 

 

 

138,264

 

138,264

 

 

138,264

Derivative liabilities

 

8,839

 

1,516

 

 

3,097

 

 

13,452

 

 

13,452

Secured financing agreements, net

 

5,576,092

 

1,243,001

 

1,793,731

 

614,055

 

389,013

 

9,615,892

 

 

9,615,892

Collateralized loan obligations, net

929,931

 

 

 

929,931

929,931

Unsecured senior notes, net

 

 

 

 

 

1,934,555

 

1,934,555

 

 

1,934,555

VIE liabilities, at fair value

 

 

 

 

 

 

 

62,876,265

 

62,876,265

Total Liabilities

 

6,551,240

 

1,253,062

 

1,843,489

 

652,953

 

2,554,879

 

12,855,623

 

62,876,323

 

75,731,946

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

 

2,918

 

2,918

 

 

2,918

Additional paid-in capital

 

1,165,764

 

509,848

 

115,246

 

(124,805)

 

3,534,663

 

5,200,716

 

 

5,200,716

Treasury stock

 

 

 

 

 

(133,024)

 

(133,024)

 

 

(133,024)

Accumulated other comprehensive income (loss)

 

42,350

 

 

 

(65)

 

 

42,285

 

 

42,285

Retained earnings (accumulated deficit)

 

3,803,336

 

5,013

 

(42,898)

 

1,243,098

 

(5,607,563)

 

(599,014)

 

 

(599,014)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

5,011,450

 

514,861

 

72,348

 

1,118,228

 

(2,203,006)

 

4,513,881

 

 

4,513,881

Non-controlling interests in consolidated subsidiaries

 

118

 

 

225,407

 

144,691

 

 

370,216

 

1,596

 

371,812

Total Equity

 

5,011,568

 

514,861

 

297,755

 

1,262,919

 

(2,203,006)

 

4,884,097

 

1,596

 

4,885,693

Total Liabilities and Equity

$

11,562,808

$

1,767,923

$

2,141,244

$

1,915,872

$

351,873

$

17,739,720

$

62,877,919

$

80,617,639

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The table below presents our condensed consolidated balance sheet as of December 31, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

    

Lending

Lending

Property

and Servicing

Securitization

    

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

    

    

    

    

    

    

Cash and cash equivalents

    

$

26,278

    

$

2,209

$

30,123

    

$

61,693

    

$

356,864

    

$

477,167

    

$

1,221

    

$

478,388

Restricted cash

 

36,135

41,967

 

7,171

 

10,370

 

 

95,643

 

 

95,643

Loans held-for-investment, net

 

9,187,332

1,397,448

 

 

1,294

 

 

10,586,074

 

 

10,586,074

Loans held-for-sale

 

605,384

119,528

 

 

159,238

 

 

884,150

 

 

884,150

Investment securities

 

992,974

45,153

 

 

1,177,148

 

 

2,215,275

 

(1,405,037)

 

810,238

Properties, net

26,834

2,029,024

210,582

 

2,266,440

 

 

2,266,440

Intangible assets

 

 

47,303

 

64,644

 

 

111,947

 

(26,247)

 

85,700

Investment in unconsolidated entities

 

46,921

25,862

 

 

32,183

 

 

104,966

 

(20,637)

 

84,329

Goodwill

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

14,718

7

 

3

 

7

 

14,208

 

28,943

 

 

28,943

Accrued interest receivable

 

45,996

3,134

 

133

 

2,388

 

13,242

 

64,893

 

(806)

 

64,087

Other assets

 

59,170

6,101

 

82,910

 

54,238

 

8,911

 

211,330

 

(7)

 

211,323

VIE assets, at fair value

 

 

 

 

 

 

62,187,175

 

62,187,175

Total Assets

$

11,041,742

$

1,760,818

$

2,196,667

$

1,914,222

$

393,225

$

17,306,674

$

60,735,662

$

78,042,336

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

30,594

$

6,443

$

48,370

$

73,021

$

53,494

$

211,922

$

84

$

212,006

Related-party payable

 

 

 

5

 

40,920

 

40,925

 

 

40,925

Dividends payable

 

 

 

 

137,427

 

137,427

 

 

137,427

Derivative liabilities

 

7,698

750

 

 

292

 

 

8,740

 

 

8,740

Secured financing agreements, net

 

5,038,876

1,217,066

 

1,698,334

 

574,507

 

391,215

 

8,919,998

 

(13,950)

 

8,906,048

Collateralized loan obligations, net

928,060

 

 

 

 

928,060

 

 

928,060

Unsecured senior notes, net

 

 

 

 

1,928,622

 

1,928,622

 

 

1,928,622

VIE liabilities, at fair value

 

 

 

 

 

 

60,743,494

 

60,743,494

Total Liabilities

 

6,005,228

1,224,259

 

1,746,704

 

647,825

 

2,551,678

 

12,175,694

 

60,729,628

 

72,905,322

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

2,874

 

2,874

 

 

2,874

Additional paid-in capital

 

1,522,360

529,668

 

208,650

 

(123,210)

 

2,995,064

 

5,132,532

 

 

5,132,532

Treasury stock

 

 

 

 

(104,194)

 

(104,194)

 

 

(104,194)

Accumulated other comprehensive income (loss)

 

50,996

 

 

(64)

 

 

50,932

 

 

50,932

Retained earnings (accumulated deficit)

 

3,463,158

6,891

 

5,431

 

1,194,998

 

(5,052,197)

 

(381,719)

 

 

(381,719)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

5,036,514

536,559

 

214,081

 

1,071,724

 

(2,158,453)

 

4,700,425

 

 

4,700,425

Non-controlling interests in consolidated subsidiaries

 

 

235,882

 

194,673

 

 

430,555

 

6,034

 

436,589

Total Equity

 

5,036,514

536,559

 

449,963

 

1,266,397

 

(2,158,453)

 

5,130,980

 

6,034

 

5,137,014

Total Liabilities and Equity

$

11,041,742

$

1,760,818

$

2,196,667

$

1,914,222

$

393,225

$

17,306,674

$

60,735,662

$

78,042,336

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Table of Contents 

23. Subsequent Events

Our significant events subsequent to September 30, 2020 were as follows:

Unsecured Senior Notes

In October 2020, we issued conditional notices of redemption for our $500.0 million senior notes due February 2021.  On November 2, 2020, $250.0 million principal amount of such notes was redeemed and the remaining $250 million is subject to redemption on November 18, 2020.

In November 2020, we issued $300.0 million of 5.50% Senior Notes due 2023 which mature on November 1, 2023.

Secured Financing Agreements

In October 2020, we amended a Term Loan facility to increase borrowings by $250.0 million to $646.0 million. The Term Loan increase carries a six-year term and an annual interest rate of LIBOR + 3.50%. The proceeds were used to redeem a portion of our $500.0 million senior notes due February 2021.

In October 2020, we entered into a Residential repurchase facility to finance residential loans. The facility carries a rolling 18-month term which may reset annually with the lender’s consent and an annual interest rate of one-month LIBOR + 2.30%. The maximum facility size is $350.0 million.

Commercial Mortgage Loan Securitization

In October 2020, we received proceeds of $253.0 million from the securitization of $231.8 million of commercial loans.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the information included elsewhere in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (our “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q. See also “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q for a detailed discussion of the potential impacts on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders from the COVID-19 pandemic.

Overview

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. We are focused primarily on originating, acquiring, financing and managing mortgage loans and other real estate investments in both the United States (“U.S.”) and Europe. 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 four reportable business segments as of September 30, 2020 and we refer to the investments within these segments as our target assets:

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-related debt investments in both the U.S. and Europe (including distressed or non-performing loans). Our residential mortgage loans are secured by a first mortgage lien on residential property and consist of non-agency residential mortgage loans that are not guaranteed by any U.S. Government agency or federally chartered corporation.

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties, including multifamily properties and commercial properties subject to net leases, that are held for investment.

Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works 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.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

Refer to Note 1 of our condensed consolidated financial statements included herein (the “Condensed Consolidated Financial Statements”) for further discussion of our business and organization.

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Table of Contents 

COVID-19 Pandemic

During the first quarter of 2020, there was a global outbreak of a novel coronavirus, or COVID-19, which has spread to over 200 countries and territories, including the United States, has spread to every state in the United States, and is continuing to spread. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and since then, numerous countries, including the U.S., have declared national emergencies with respect to COVID-19 and have instituted “stay-at-home” guidelines or orders to help prevent its spread. Such actions are creating disruptions in global supply chains, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

The outbreak of COVID-19 and its impact on the current financial, economic and capital markets environment, and future developments in these and other areas, present uncertainty and risk with respect to our financial condition, results of operations, liquidity, and ability to pay distributions. We expect that these impacts are likely to continue to some extent as the outbreak persists and potentially even longer. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and the performance of our investments. The full extent of the impact and effects of COVID-19 will depend on future developments, including, among other factors, the duration and spread of the outbreak, along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, and uncertainty with respect to the duration of the global economic slowdown.

Further discussion of the potential impacts on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Asset Performance and Collections

We maintain an in-house team of asset management professionals who oversee our commercial loans and are in regular communication with these borrowers. We have utilized these relationships to address the potential impacts of the COVID-19 pandemic to the assets which secure our loans, particularly hospitality assets. Some of our borrowers have indicated that due to the impact of the COVID-19 pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences which have led to cash flow pressures at the underlying properties. In some cases, these borrowers have requested temporary interest deferral or forbearance, or other modifications of their loans.

Since the outbreak of the COVID-19 pandemic, we closed 12 payment related loan modifications, representing an aggregate principal balance of $1.3 billion and $10.6 million of interest deferrals for the quarter ended September 30, 2020. These loan modifications principally included temporary deferrals of interest and the repurposing of reserves, many of which were coupled with additional equity commitments from sponsors. We are generally encouraged by our borrowers’ initial response to the COVID-19 pandemic’s impacts on their properties. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.

Within residential lending, we continue to monitor the impact of forbearance arrangements granted by our master servicer for loans which have been securitized. In securitized transactions with advancing arrangements, the master servicer has advanced 100% of all unpaid principal and interest.

In our property segment, we collected 96% of rents due in the three months ended September 30, 2020. Collections were particularly strong in our Woodstar I and Woodstar II affordable housing portfolios, where 97% of rent due was collected. Given current demographic trends, which tend to favor flexible rental arrangements, we continue to see sustained demand in multifamily and decreased turnover.

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In our infrastructure segment, we collected 100% of interest due in the three months ended September 30, 2020. We did not grant any payment related loan modifications during the three months ended September 30, 2020.

Goodwill and Intangible Assets

Goodwill is tested for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Management considered the general economic decline and the impact of the COVID-19 pandemic, but did not identify any such event or circumstances.  However, future changes in the expectations of the impact of COVID-19 on our operations, financial performance and cash flows could cause our goodwill to be impaired.

Developments During the Third Quarter of 2020

Commercial and Residential Lending Segment

Originated or acquired $440.7 million of commercial loans during the quarter, including the following:

o£180.1 million ($238.1 million) first mortgage loan on a portfolio of 27 student housing properties located in the United Kingdom, of which the Company funded $235.0 million.

o€50.0 million ($59.3 million) first mortgage loan on a portfolio of 139 industrial assets located in the Netherlands and France, which the Company fully funded.

o$42.7 million first mortgage and mezzanine loan on a four-acre industrially zoned land parcel located in New York, of which the Company funded $32.8 million.

oAcquired a $94.0 million first mortgage on a loan we originated in 2019 on a 310-key New York hotel, in which we originally retained the $36.0 million mezzanine position; in connection with this acquisition, our mezzanine loan was repaid and our basis per key was reduced by 25%.

Funded $228.6 million of previously originated commercial loan and preferred equity commitments.

Received gross proceeds of $334.8 million ($110.2 million, net of debt repayments) from maturities and principal repayments on our commercial loans and single-borrower CMBS.

Acquired $786.6 million of residential mortgage loans.

Received proceeds of $499.3 million, including retained RMBS of $43.1 million, from the securitization of $478.9 million of residential mortgage loans.

Infrastructure Lending Segment

Acquired $25.0 million of infrastructure loans and funded $44.2 million of pre-existing infrastructure loan commitments.

Received proceeds of $28.1 million from principal repayments on our infrastructure loans and bonds.

Investing and Servicing Segment

Originated commercial conduit loans of $226.6 million. Separately, received proceeds of $157.5 million from sales of previously originated commercial conduit loans.

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Developments During the Nine Months Ended September 30, 2020

Commercial and Residential Lending Segment

Originated or acquired $1.5 billion of commercial loans during the period, including the following:

o£180.1 million ($238.1 million) first mortgage loan on a portfolio of 27 student housing properties located in the United Kingdom, of which the Company funded $235.0 million.
o$220.0 million first mortgage and mezzanine loan on a 41-property extended stay portfolio located across the U.S, of which the Company funded $205.0 million.

o$197.2 million first mortgage loan to refinance the existing leasehold debt and provide acquisition financing for the fee interest in an 878,843 square-foot, six building office park located in California, of which the Company funded $193.2 million.

o$150.0 million first mortgage and mezzanine loan to refinance 13 newly constructed self-storage facilities located across the U.S., of which the Company funded $128.5 million.

o$119.5 million first mortgage loan to refinance a 54-story oceanfront residential building located in Florida, of which the Company funded $101.0 million.

Received gross proceeds of $224.5 million and $172.1 million ($37.7 million and $172.1 million, net of debt repayments) from sales of senior interests in first mortgage loans and whole loan interests, respectively.
Funded $793.0 million of previously originated commercial loan and preferred equity commitments.

Received gross proceeds of $1.2 billion ($571.1 million, net of debt repayments) from maturities and principal repayments on our commercial loans and single-borrower CMBS.

Acquired $1.3 billion of residential mortgage loans.

Received proceeds of $1.5 billion, including retained RMBS of $257.8 million, from the securitization of $1.4 billion of residential mortgage loans.

Infrastructure Lending Segment

Acquired $40.2 million of infrastructure loans and funded $143.2 million of pre-existing infrastructure loan commitments.

Received proceeds of $38.4 million from sales of infrastructure loans and $103.6 million from maturities and principal repayments on our infrastructure loans and bonds.

Property Segment

Refinanced our Woodstar I Portfolio by entering into mortgage loans with total borrowings of $217.1 million. The loans carry ten-year terms and weighted average annual interest rates of LIBOR + 2.71%. A portion of the net proceeds from the mortgage loans was used to repay $117.0 million of outstanding government sponsored mortgage loans.

Investing and Servicing Segment

Originated commercial conduit loans of $593.3 million. Separately, received proceeds of $509.9 million from sales of previously originated commercial conduit loans.

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Obtained nine new special servicing assignments for CMBS trusts with a total unpaid principal balance of $7.8 billion.

Acquired CMBS for a purchase price of $7.7 million and sold CMBS for total gross proceeds of $32.3 million, of which $10.9 million related to non-controlling interests.

Sold a portion of our equity interest in a servicing and advisory business and recognized a gain of $10.3 million. We further increased the value of our remaining investment to reflect the fair value as of that date based on the sales price of the interest sold and recognized a gain of $17.6 million.

Sold commercial real estate for gross proceeds of $24.1 million and recognized a gain of $7.4 million.

Corporate Financing

Repurchased 1,925,421 shares of common stock with a weighted average repurchase price of $14.95 per share for a total cost of $28.8 million.

Subsequent Events

Refer to Note 23 to the Condensed Consolidated Financial Statements for disclosure regarding significant transactions that occurred subsequent to September 30, 2020.

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Results of Operations

The discussion below is based on accounting principles generally accepted in the United States of America (“GAAP”) and therefore reflects the elimination of certain key financial statement line items related to the consolidation of securitization variable interest entities (“VIEs”), particularly within revenues and other income, as discussed in Note 2 to the Condensed Consolidated Financial Statements. For a discussion of our results of operations excluding the impact of Accounting Standards Codification (“ASC”) Topic 810 as it relates to the consolidation of securitization VIEs, refer to the section captioned “Non-GAAP Financial Measures”.

The following table compares our summarized results of operations for the three and nine months ended September 30, 2020 and 2019 by business segment (amounts in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2020

    

2019

  

$ Change

   

2020

2019

$ Change

Revenues:

Commercial and Residential Lending Segment

$

173,547

$

163,808

$

9,739

$

553,351

$

526,418

$

26,933

Infrastructure Lending Segment

18,571

23,612

(5,041)

61,737

78,264

(16,527)

Property Segment

63,973

72,376

(8,403)

191,680

215,389

(23,709)

Investing and Servicing Segment

 

49,070

 

67,397

 

(18,327)

 

137,655

 

199,980

 

(62,325)

Corporate

 

 

 

26

(26)

Securitization VIE eliminations

 

(37,734)

 

(38,863)

 

1,129

 

(98,830)

 

(110,086)

 

11,256

 

267,427

 

288,330

 

(20,903)

 

845,593

 

909,991

 

(64,398)

Costs and expenses:

Commercial and Residential Lending Segment

 

53,891

 

60,959

 

(7,068)

 

222,862

 

199,176

 

23,686

Infrastructure Lending Segment

8,262

18,773

(10,511)

48,453

64,143

(15,690)

Property Segment

60,801

69,126

(8,325)

182,568

204,813

(22,245)

Investing and Servicing Segment

 

33,035

 

42,288

 

(9,253)

 

98,955

 

121,746

 

(22,791)

Corporate

 

53,072

 

62,155

 

(9,083)

 

180,032

 

170,231

 

9,801

Securitization VIE eliminations

 

97

 

(57)

 

154

 

135

 

(107)

 

242

 

209,158

 

253,244

 

(44,086)

 

733,005

 

760,002

 

(26,997)

Other income (loss):

Commercial and Residential Lending Segment

 

72,991

 

12,309

 

60,682

 

39,808

 

20,086

 

19,722

Infrastructure Lending Segment

140

(2,604)

2,744

(2,453)

(8,669)

6,216

Property Segment

(300)

6,115

(6,415)

(37,148)

(46,502)

9,354

Investing and Servicing Segment

 

9,971

 

59,349

 

(49,378)

 

11,875

 

111,941

 

(100,066)

Corporate

645

5,317

(4,672)

34,397

30,186

4,211

Securitization VIE eliminations

 

37,861

 

38,942

 

(1,081)

 

99,175

 

110,304

 

(11,129)

 

121,308

 

119,428

 

1,880

 

145,654

 

217,346

 

(71,692)

Income (loss) before income taxes:

Commercial and Residential Lending Segment

 

192,647

 

115,158

 

77,489

 

370,297

 

347,328

 

22,969

Infrastructure Lending Segment

10,449

2,235

8,214

10,831

5,452

5,379

Property Segment

2,872

9,365

(6,493)

(28,036)

(35,926)

7,890

Investing and Servicing Segment

 

26,006

 

84,458

 

(58,452)

 

50,575

 

190,175

 

(139,600)

Corporate

(52,427)

(56,838)

4,411

(145,635)

(140,019)

(5,616)

Securitization VIE eliminations

 

30

 

136

 

(106)

 

210

 

325

 

(115)

 

179,577

 

154,514

 

25,063

 

258,242

 

367,335

 

(109,093)

Income tax provision

 

(14,843)

 

(4,513)

 

(10,330)

 

(6,816)

 

(8,380)

 

1,564

Net income attributable to non-controlling interests

 

(12,900)

 

(9,605)

 

(3,295)

 

(26,705)

 

(21,160)

 

(5,545)

Net income attributable to Starwood Property Trust, Inc.

$

151,834

$

140,396

$

11,438

$

224,721

$

337,795

$

(113,074)

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Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

Commercial and Residential Lending Segment

Revenues

For the three months ended September 30, 2020, revenues of our Commercial and Residential Lending Segment increased $9.7 million to $173.5 million, compared to $163.8 million for the three months ended September 30, 2019. This increase was primarily due to increases in interest income from loans of $4.7 million and investment securities of $3.2 million. The increase in interest income from loans was principally due to higher average balances of commercial loans, partially offset by lower average LIBOR rates (partially mitigated by the LIBOR floors on most of our commercial loans). The increase in interest income from investment securities was primarily due to higher average RMBS investment balances, partially offset by lower average investment balances and LIBOR rates affecting interest income from our other investment securities.

Costs and Expenses

For the three months ended September 30, 2020, costs and expenses of our Commercial and Residential Lending Segment decreased $7.0 million to $53.9 million, compared to $60.9 million for the three months ended September 30, 2019. This decrease was primarily due to a $13.4 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio, partially offset by a $5.3 million increase in general and administrative expenses primarily related to residential loan procurement. The decrease in interest expense was primarily due to lower average LIBOR rates partially offset by higher average borrowings outstanding.

Net Interest Income (amounts in thousands)

For the Three Months Ended

September 30,

    

2020

    

2019

    

Change

Interest income from loans

$

149,972

$

145,290

$

4,682

Interest income from investment securities

 

21,385

 

18,163

 

3,222

Interest expense

 

(38,422)

 

(51,844)

 

13,422

Net interest income

$

132,935

$

111,609

$

21,326

For the three months ended September 30, 2020, net interest income of our Commercial and Residential Lending Segment increased $21.3 million to $132.9 million, compared to $111.6 million for the three months ended September 30, 2019. This increase reflects the increases in interest income on both loans and investment securities and the decrease in interest expense on our secured financing facilities, both as discussed in the sections above.

During the three months ended September 30, 2020 and 2019, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were as follows:

For the Three Months Ended

September 30,

2020

2019

Commercial

6.0

%

7.1

%

Residential

7.4

%

6.5

%

Overall

6.2

%

7.0

%

The overall weighted average unlevered yield was lower primarily due to decreases in LIBOR affecting our commercial yields, partially offset by the increased investment in higher-yielding RMBS affecting our residential yields.

During the three months ended September 30, 2020 and 2019, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were 2.5% and 4.2%, respectively. The decrease in borrowing rates primarily reflects decreases in LIBOR.

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Other Income

For the three months ended September 30, 2020, other income of our Commercial and Residential Lending Segment increased $60.7 million to $73.0 million compared to $12.3 million for the three months ended September 30, 2019. This increase was primarily due to (i) a $49.3 million greater increase in fair value of residential mortgage loans, (ii) a $40.6 million favorable change in foreign currency gain (loss) and (iii) a $13.9 million favorable change in fair value of investment securities, all partially offset by (iv) a $44.3 million unfavorable change in gain (loss) on derivatives. The greater increase in fair value of residential mortgage loans primarily reflects the simultaneous purchase and securitization of $478.9 million of loans in the third quarter of 2020, pursuant to a trade confirmation that we entered into in the second quarter of 2020. The favorable change in investment securities reflects partial recoveries on RMBS of unfavorable changes in the first quarter of 2020 that were attributable to widening credit spreads resulting from market disruption and dislocation caused by the impacts of COVID-19. Those credit spreads began to tighten in the second and third quarters of 2020. The unfavorable change in gain (loss) on derivatives reflects a $48.4 million unfavorable change in foreign currency hedges, partially offset by a $4.1 million lower loss on interest rate swaps. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect to receive from our foreign currency denominated loans and investments. The unfavorable change in the foreign currency hedges and the favorable change in foreign currency gain (loss) reflect the overall weakening of the U.S. dollar against the GBP, EUR and Australian Dollar (“AUD”) in the third quarter of 2020 compared to a strengthening of the U.S. dollar against those currencies in the third quarter of 2019. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments and to hedge our interest rate risk on residential loans held-for-sale.

Infrastructure Lending Segment

Revenues

For the three months ended September 30, 2020, revenues of our Infrastructure Lending Segment decreased $5.0 million to $18.6 million, compared to $23.6 million for the three months ended September 30, 2019. This decrease was primarily due to decreases in interest income from loans of $4.9 million and investment securities of $0.2 million. The decrease in interest income from loans was primarily due to lower average LIBOR rates.

Costs and Expenses

For the three months ended September 30, 2020, costs and expenses of our Infrastructure Lending Segment decreased $10.5 million to $8.3 million, compared to $18.8 million for the three months ended September 30, 2019. The decrease was primarily due to a $5.5 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio and a $4.4 million decrease in credit loss provision. The decrease in interest expense was primarily due to lower average LIBOR rates. The decrease in the credit loss provision was primarily due to the reversal of a portion of the CECL allowance during the quarter ended September 30, 2020 due to improved macroeconomic conditions.

Net Interest Income (amounts in thousands)

For the Three Months Ended

September 30,

    

2020

    

2019

    

Change

Interest income from loans

$

17,835

$

22,763

$

(4,928)

Interest income from investment securities

 

635

 

810

 

(175)

Interest expense

 

(8,914)

 

(14,422)

 

5,508

Net interest income

$

9,556

$

9,151

$

405

For the three months ended September 30, 2020, net interest income of our Infrastructure Lending Segment increased $0.4 million to $9.6 million, compared to $9.2 million for the three months ended September 30, 2019. The increase reflects the decrease in interest expense on the secured financing facilities, partially offset by the decreases in interest income, both as discussed in the sections above.

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  During the three months ended September 30, 2020 and 2019, the weighted average unlevered yields on the Infrastructure Lending Segment’s investments were as follows:

For the Three Months Ended

September 30,

2020

2019

Loans and investment securities held-for-investment

4.7

%

6.1

%

Loans held-for-sale

3.5

%

4.2

%

During the three months ended September 30, 2020 and 2019, the Infrastructure Lending Segment’s weighted average secured borrowing rate, inclusive of the amortization of deferred financing fees, was 2.9% and 4.7%, respectively.

Other Income (Loss)

For the three months ended September 30, 2020 and 2019, other income of our Infrastructure Lending Segment increased $2.7 million to $0.1 million, compared to a loss of $2.6 million for the three months ended September 30, 2019. The improvement in other income (loss) primarily reflects the non-recurrence of a $2.1 million loss on extinguishment of debt in the third quarter of 2019 resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.

Property Segment

Change in Results by Portfolio (amounts in thousands)

    

$ Change from prior period

Costs and

Gain (loss) on derivative

Income (loss) before

Revenues

    

expenses

    

financial instruments

    

Other income (loss)

    

income taxes

Master Lease Portfolio

$

8

$

44

$

$

$

(36)

Medical Office Portfolio

552

(1,421)

4,066

6,039

Woodstar I Portfolio

(239)

1,296

(226)

(1,761)

Woodstar II Portfolio

(125)

(125)

Ireland Portfolio

(8,599)

(8,001)

(10,053)

7

(10,644)

Investment in unconsolidated entities

 

 

 

 

(223)

 

(223)

Other/Corporate

(243)

14

257

Total

$

(8,403)

$

(8,325)

$

(6,213)

$

(202)

$

(6,493)

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios. The Ireland Portfolio, which was comprised of 11 office properties and one multifamily property all located in Dublin, Ireland, was sold in December 2019.

Revenues

For the three months ended September 30, 2020, revenues of our Property Segment decreased $8.4 million to $64.0 million, compared to $72.4 million for the three months ended September 30, 2019. The decrease in revenues was primarily due to the sale of the Ireland Portfolio in December 2019.

Costs and Expenses

For the three months ended September 30, 2020, costs and expenses of our Property Segment decreased $8.3 million to $60.8 million, compared to $69.1 million for the three months ended September 30, 2019. The decrease in costs and expenses primarily reflects the sale of the Ireland Portfolio in December 2019.

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Other Income (Loss)

For the three months ended September 30, 2020, other income of our Property Segment decreased $6.4 million to a loss of $0.3 million, compared to income of $6.1 million for the three months ended September 30, 2019. The decrease in other income was primarily due to a $6.2 million unfavorable change in gain (loss) on derivatives, consisting of (i) the non-recurrence of a $10.0 million gain in the 2019 third quarter on foreign exchange contracts which hedged our Euro currency exposure with respect to the Ireland Portfolio, partially offset by (ii) a $3.8 million decreased loss on interest rate swaps which primarily hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio.

Investing and Servicing Segment

Revenues

For the three months ended September 30, 2020, revenues of our Investing and Servicing Segment decreased $18.3 million to $49.1 million, compared to $67.4 million for the three months ended September 30, 2019. The decrease in revenues in the third quarter of 2020 was primarily due to decreases of $11.3 million in interest income from CMBS and conduit loans, $4.5 million in servicing fees and $2.4 million in rental income from our REIS Equity Portfolio (see Note 6 to the Condensed Consolidated Financial Statements) due to fewer properties held. The decrease in interest income primarily reflects (i) a $7.4 million decrease in interest recoveries on CMBS and (ii) lower average balances of conduit loans held-for-sale.

Costs and Expenses

For the three months ended September 30, 2020, costs and expenses of our Investing and Servicing Segment decreased $9.3 million to $33.0 million, compared to $42.3 million for the three months ended September 30, 2019. The decrease in costs and expenses was primarily due to decreases of $4.1 million in general and administrative expenses reflecting lower incentive compensation, $3.5 million in interest expense on borrowings related to conduit loans and properties held and $2.3 million in costs of rental operations, depreciation and amortization due to fewer properties held.

Other Income

For the three months ended September 30, 2020, other income of our Investing and Servicing Segment decreased $49.3 million to $10.0 million, compared to $59.3 million for the three months ended September 30, 2019. The decrease in other income was primarily due to (i) the non-recurrence of a $20.7 million gain on sale of an operating property in the third quarter of 2019, (ii) a $20.4 million lesser increase in fair value of conduit loans and (iii) a $19.2 million lesser increase in fair value of CMBS investments, all partially offset by (iv) a $6.4 million favorable change in gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans and (v) a $3.9 million favorable change in fair value of servicing rights.

Corporate and Other Items

Corporate Costs and Expenses

For the three months ended September 30, 2020, corporate expenses decreased $9.1 million to $53.1 million, compared to $62.2 million for the three months ended September 30, 2019. The decrease was primarily due to decreases of $7.2 million in management fees and $2.1 million in interest expense principally on lower average outstanding balances of our unsecured senior notes.

Corporate Other Income

For the three months ended September 30, 2020, corporate other income decreased $4.7 million to $0.6 million, compared to $5.3 million for the three months ended September 30, 2019. The decrease in corporate other income was primarily due to a $6.1 million decrease in gains on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured financing, partially offset by the non-recurrence of a $1.4 million loss on extinguishment of debt in the third quarter of 2019.

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Securitization VIE Eliminations

Securitization VIE eliminations primarily reclassify interest income and servicing fee revenues to other income (loss) for the CMBS and RMBS VIEs that we consolidate as primary beneficiary. Such eliminations have no overall effect on net income (loss) attributable to Starwood Property Trust. The reclassified revenues, along with applicable changes in fair value of investment securities and servicing rights, comprise the other income (loss) caption “Change in net assets related to consolidated VIEs,” which represents our beneficial interest in those consolidated VIEs. The magnitude of the securitization VIE eliminations is merely a function of the number of CMBS and RMBS trusts consolidated in any given period, and as such, is not a meaningful indicator of operating results. The eliminations primarily relate to CMBS trusts for which the Investing and Servicing Segment is deemed the primary beneficiary and, to a much lesser extent, some CMBS and RMBS trusts for which the Commercial and Residential Lending Segment is deemed the primary beneficiary.

Income Tax Provision

Our consolidated income taxes principally relate to the taxable nature of our loan servicing and loan securitization businesses which are housed in taxable REIT subsidiaries (“TRSs”). For the three months ended September 30, 2020, our income taxes increased $10.3 million to $14.8 million compared to $4.5 million for the three months ended September 30, 2019 due to an increase in taxable income of our TRSs in the third quarter of 2020.

Net Income Attributable to Non-controlling Interests

During the three months ended September 30, 2020, net income attributable to non-controlling interests increased $3.3 million to $12.9 million, compared to $9.6 million during the three months ended September 30, 2019. The increase was primarily due to non-controlling interests in earnings of a consolidated CMBS joint venture in which we hold a 51% interest, partially offset by the non-controlling interest on the gain from an Investing and Servicing Segment operating property sold during the third quarter of 2019.

Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019

Commercial and Residential Lending Segment

Revenues

For the nine months ended September 30, 2020, revenues of our Commercial and Residential Lending Segment increased $26.9 million to $553.3 million, compared to $526.4 million for the nine months ended September 30, 2019. This increase was primarily due to an increase in interest income from loans of $29.5 million, partially offset by a decrease in interest income from investment securities of $5.1 million. The increase in interest income from loans was principally due to (i) higher prepayment related income and (ii) higher average balances of both commercial and residential loans, partially offset by (iii) lower average LIBOR rates (partially mitigated by the LIBOR floors on most of our commercial loans). The decrease in interest income from investment securities was primarily due to lower average LIBOR rates and lower prepayment related income on our single-borrower CMBS, partially offset by higher average RMBS investment balances.

Costs and Expenses

For the nine months ended September 30, 2020, costs and expenses of our Commercial and Residential Lending Segment increased $23.7 million to $222.9 million, compared to $199.2 million for the nine months ended September 30, 2019. This increase was primarily due to a $50.2 million increase in credit loss provision and an $8.5 million increase in general and administrative expenses primarily related to residential loan procurement, partially offset by a $37.8 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio. The increase in the credit loss provision was due to the recognition of current expected credit losses (“CECL”) during the nine months ended September 30, 2020 in accordance with the new credit loss accounting standard effective January 1, 2020 (see Notes 2 and 4 to the Condensed Consolidated Financial

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Statements). The CECL provision in the first nine months of 2020 was magnified by the significant deterioration in macroeconomic forecasts between the January 1 CECL effective date and the September 30 period end due to the economic disruption caused by the COVID-19 pandemic. The decrease in interest expense was primarily due to lower average LIBOR rates partially offset by higher average borrowings outstanding.

Net Interest Income (amounts in thousands)

For the Nine Months Ended

September 30,

    

2020

    

2019

    

Change

Interest income from loans

$

492,489

$

462,956

$

29,533

Interest income from investment securities

 

57,358

 

62,438

 

(5,080)

Interest expense

 

(134,243)

 

(172,012)

 

37,769

Net interest income

$

415,604

$

353,382

$

62,222

For the nine months ended September 30, 2020, net interest income of our Commercial and Residential Lending Segment increased $62.2 million to $415.6 million, compared to $353.4 million for the nine months ended September 30, 2019. This increase reflects the net increase in interest income and the decrease in interest expense, both as discussed in the sections above.

During the nine months ended September 30, 2020 and 2019, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were as follows:

For the Nine Months Ended

September 30,

2020

2019

Commercial

6.5

%

7.5

%

Residential

6.8

%

6.9

%

Overall

6.5

%

7.4

%

The overall weighted average unlevered yield was lower as higher levels of prepayment related income were more than offset by decreases in LIBOR.

During the nine months ended September 30, 2020 and 2019, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were 2.9% and 4.4%, respectively. The decrease in borrowing rates primarily reflects decreases in LIBOR.

Other Income

For the nine months ended September 30, 2020, other income of our Commercial and Residential Lending Segment increased $19.7 million to $39.8 million compared to $20.1 million for the nine months ended September 30, 2019. This increase was primarily due to (i) a $40.1 million greater increase in fair value of residential mortgage loans and (ii) a $15.3 million decrease in foreign currency loss, partially offset by (iii) a $21.5 million unfavorable change in gain (loss) on derivatives, (iv) a $5.9 million greater decrease in fair value of investment securities, (v) a $4.6 million decrease in earnings from unconsolidated entities and (vi) a $4.5 million unfavorable change in gains (losses) on sales of loans and securities. The greater increase in fair value of residential mortgage loans primarily reflects the simultaneous purchase and securitization of $478.9 million of loans in the third quarter of 2020, pursuant to a trade confirmation that we entered into in the second quarter of 2020. The unfavorable change in gain (loss) on derivatives reflects an $11.6 million decreased gain on foreign currency hedges and a $9.9 million increased loss on interest rate swaps. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect to receive from our foreign currency denominated loans and investments. The decreased foreign currency loss and decreased gain on foreign currency hedges reflect a strengthening of the U.S. dollar against the GBP, partially offset by a weakening against the AUD and the EUR, in the first nine months of 2020 versus a strengthening of the U.S. dollar against each of those currencies in the first nine months of 2019. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments and to hedge our interest rate risk on residential loans held-for-sale. The greater decrease in fair value of investment securities reflects the

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widening of credit spreads resulting from market disruption and dislocation caused by the impacts of COVID-19 in the first quarter of 2020, partially offset by a tightening of those credit spreads in the second and third quarters.

Infrastructure Lending Segment

Revenues

For the nine months ended September 30, 2020, revenues of our Infrastructure Lending Segment decreased $16.5 million to $61.7 million, compared to $78.2 million for the nine months ended September 30, 2019. This decrease was primarily due to decreases in interest income from loans of $15.6 million and investment securities of $0.5 million. The decrease in interest income from loans was primarily due to a decrease in average LIBOR rates and lower average loan balances outstanding as a result of sales and repayments, partially offset by an increase in average spreads on our infrastructure loans.

Costs and Expenses

For the nine months ended September 30, 2020, costs and expenses of our Infrastructure Lending Segment decreased $15.7 million to $48.4 million, compared to $64.1 million for the nine months ended September 30, 2019. This decrease was primarily due to a $17.5 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio, partially offset by a $1.8 million increase in credit loss provision. The decrease in interest expense was primarily due to lower average LIBOR rates and lower average borrowings as a result of loan sales and repayments. The increase in the credit loss provision was due to the recognition of CECL during the nine months ended September 30, 2020 in accordance with the new credit loss accounting standard effective January 1, 2020. As discussed above, the CECL provision was magnified by the deterioration in macroeconomic forecasts due to the economic disruption caused by the COVID-19 pandemic.

Net Interest Income (amounts in thousands)

For the Nine Months Ended

September 30,

    

2020

    

2019

    

Change

Interest income from loans

$

59,374

$

74,969

$

(15,595)

Interest income from investment securities

 

2,019

 

2,563

 

(544)

Interest expense

 

(31,709)

 

(49,257)

 

17,548

Net interest income

$

29,684

$

28,275

$

1,409

For the nine months ended September 30, 2020, net interest income of our Infrastructure Lending Segment increased $1.4 million to $29.7 million, compared to $28.3 million for the nine months ended September 30, 2019. The increase reflects the decrease in interest expense on the secured financing facilities, which was partially offset by the decrease in interest income, both as discussed in the sections above.

  During the nine months ended September 30, 2020 and 2019, the weighted average unlevered yields on the Infrastructure Lending Segment’s investments were as follows:

For the Nine Months Ended

September 30,

2020

2019

Loans and investment securities held-for-investment

5.3

%

6.2

%

Loans held-for-sale

3.7

%

4.0

%

During the nine months ended September 30, 2020 and 2019, the Infrastructure Lending Segment’s weighted average secured borrowing rate, inclusive of the amortization of deferred financing fees, was 3.5% and 4.7%, respectively.

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Other Loss

For the nine months ended September 30, 2020, other loss of our Infrastructure Lending Segment decreased $6.2 million to $2.5 million, compared to $8.7 million for the nine months ended September 30, 2019. The decrease in other loss primarily reflects a decreased loss on extinguishment of debt resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.

Property Segment

Change in Results by Portfolio (amounts in thousands)

    

$ Change from prior year

Costs and

Gain (loss) on derivative

Income (loss) before

Revenues

    

expenses

    

financial instruments

    

Other income (loss)

    

income taxes

Master Lease Portfolio

$

11

$

120

$

$

$

(109)

Medical Office Portfolio

(731)

(5,543)

(14,404)

(9,592)

Woodstar I Portfolio

1,832

5,889

(283)

(1,702)

(6,042)

Woodstar II Portfolio

1,622

537

1,085

Ireland Portfolio

(26,457)

(23,012)

(16,506)

7

(19,944)

Investment in unconsolidated entities

 

 

 

 

42,538

 

42,538

Other/Corporate

14

(236)

(296)

(46)

Total

$

(23,709)

$

(22,245)

$

(31,193)

$

40,547

$

7,890

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios. The Ireland Portfolio, which was comprised of 11 office properties and one multifamily property all located in Dublin, Ireland, was sold in December 2019.

Revenues

For the nine months ended September 30, 2020, revenues of our Property Segment decreased $23.7 million to $191.7 million, compared to $215.4 million for the nine months ended September 30, 2019. The decrease in revenues was primarily due to the sale of the Ireland Portfolio in December 2019, partially offset by increased rental income in the Woodstar Portfolios due to rental rate increases effective May 2019.

Costs and Expenses

For the nine months ended September 30, 2020, costs and expenses of our Property Segment decreased $22.2 million to $182.6 million, compared to $204.8 million for the nine months ended September 30, 2019. The decrease in costs and expenses primarily reflects the sale of the Ireland Portfolio in December 2019.

Other Loss

For the nine months ended September 30, 2020, other loss of our Property Segment decreased $9.4 million to $37.1 million, compared to $46.5 million for the nine months ended September 30, 2019. The decrease in other loss was primarily due to a $42.5 million loss in the 2019 period that did not recur in the 2020 period from our equity investee that owns four regional shopping malls (the “Retail Fund”). Our investment in the Retail Fund was written off as of December 31, 2019 due to continued declines in the estimated fair values of its properties. Partially offsetting the effect of the Retail Fund was a $31.2 million increased loss on derivatives, consisting of (i) a $14.7 million increased loss on interest rate swaps which primarily hedge the variable interest rate risk on borrowings secured by our Medical Office Portfolio and (ii) the non-recurrence of a $16.5 million gain in the 2019 period on foreign exchange contracts which hedged our Euro currency exposure with respect to the Ireland Portfolio.

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Investing and Servicing Segment

Revenues

For the nine months ended September 30, 2020, revenues of our Investing and Servicing Segment decreased $62.3 million to $137.7 million, compared to $200.0 million for the nine months ended September 30, 2019. The decrease in revenues was primarily due to decreases of $32.6 million in servicing fees, $12.1 million in rental income from our REIS Equity Portfolio due to fewer properties held and an owned hotel which was closed during the second quarter due to COVID-19 and $17.6 million in interest income from CMBS and conduit loans, which reflects a $13.3 million decrease in interest recoveries on CMBS and lower average balances of conduit loans held-for-sale.

Costs and Expenses

For the nine months ended September 30, 2020, costs and expenses of our Investing and Servicing Segment decreased $22.8 million to $98.9 million, compared to $121.7 million for the nine months ended September 30, 2019. The decrease in costs and expenses was primarily due to decreases of $9.8 million in costs of rental operations, depreciation and amortization due to fewer properties held, $7.5 million in general and administrative expenses reflecting lower incentive compensation and $6.4 million in interest expense on borrowings related to properties held and conduit loans.

Other Income

For the nine months ended September 30, 2020, other income of our Investing and Servicing Segment decreased $100.0 million to $11.9 million, compared to $111.9 million for the nine months ended September 30, 2019. The decrease in other income was primarily due to (i) a $92.5 million unfavorable change in fair value of CMBS investments primarily due to widening credit spreads resulting from market disruption and dislocation caused by the impacts of COVID-19, (ii) a $26.0 million lesser increase in fair value of conduit loans, (iii) a $14.2 million decreased gain on sales of operating properties and (iv) a $6.1 million increased loss on derivatives which primarily hedge our interest rate risk on conduit loans, all partially offset by (v) realized and unrealized gains totaling $27.9 million resulting from the sale in April 2020 of a portion of our unconsolidated equity interest in a servicing and advisory business, as further described in Note 7 to the Condensed Consolidated Financial Statements and (vi) an $11.2 million favorable change in fair value of servicing rights.

Corporate and Other Items

Corporate Costs and Expenses

For the nine months ended September 30, 2020, corporate expenses increased $9.8 million to $180.0 million, compared to $170.2 million for the nine months ended September 30, 2019. The increase was primarily due to a $10.3 million increase in management fees.

Corporate Other Income

For the nine months ended September 30, 2020, corporate other income increased $4.2 million to $34.4 million, compared to $30.2 million for the nine months ended September 30, 2019. The increase in corporate other income was primarily due to a $2.7 million increase in gains on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured financing and the non-recurrence of a $1.4 million loss on extinguishment of debt in the third quarter of 2019.

Securitization VIE Eliminations

Refer to the preceding comparison of the three months ended September 30, 2020 to the three months ended September 30, 2019 for a discussion of the nature of securitization VIE eliminations.

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Income Tax Benefit (Provision)

Our consolidated income taxes principally relate to the taxable nature of our loan servicing and loan securitization businesses which are housed in TRSs. For the nine months ended September 30, 2020, our income tax provision decreased $1.6 million to $6.8 million compared to $8.4 million for the nine months ended September 30, 2019 due to a decrease in the taxable income of our TRSs in the first nine months of 2020.

Net Income Attributable to Non-controlling Interests

During the nine months ended September 30, 2020, net income attributable to non-controlling interests increased $5.5 million to $26.7 million, compared to $21.2 million during the nine months ended September 30, 2019. The increase was primarily due to non-controlling interests in earnings of a consolidated CMBS joint venture in which we hold a 51% interest.

Non-GAAP Financial Measures

Core Earnings is a non-GAAP financial measure. We calculate Core Earnings as GAAP net income (loss) excluding the following:

(i)non-cash equity compensation expense;

(ii)incentive fees due under our management agreement;

(iii)depreciation and amortization of real estate and associated intangibles;

(iv)acquisition costs associated with successful acquisitions;

(v)any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss); and

(vi)any deductions for distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein.

In determining what constitutes unrealized gains, losses or other non-cash items recorded in net income (loss) as referenced in item (v), since its inception in 2009, the Company has included provisions related to loan losses. Over the last 11 years, the Company has experienced a variety of economic environments, but does not have a history of realized credit losses on its originated loans. The Company acquired a special servicer in 2013. Through this special servicer, which was established in 1992, the Company has experienced numerous economic cycles and has an in-depth understanding of the commercial real estate markets after having worked out $80 billion across approximately 6,800 commercial real estate loans. One significant differentiating factor about the Company’s loan portfolio from that of a typical bank, which likely has a history of realized credit losses, is that the Company originates loans specifically tailored to the assets, borrowers and markets involved, whose complexity and structure are unique to each borrower and set of circumstances, and for which a broad application of assumptions would be less applicable than for the more traditional loans originated by banks. Banks, on the other hand, traditionally originate loans that fall into a specific set of defined metrics and guidelines. Given its extensive industry expertise and the nature of its loans, the Company believes that it is uniquely positioned with information on the assets in which it invests which is more appropriate than the broader macroeconomic data which takes a less focused view of loss and growth. As a result, in assessing the impact of the new credit loss accounting guidance on its Core Earnings, the Company determined that, consistent with its prior treatment of loan loss allowances and its stakeholders’ view of realized loan losses, the credit loss provision or reversal as computed under the newly released guidelines should likewise be included within unrealized gains, losses or other non-cash items as referenced in item (v), but only to the extent that it exceeds any realized credit losses during the period.

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We believe that Core Earnings provides an additional measure of our core operating performance by eliminating the impact of certain non-cash expenses and facilitating a comparison of our financial results to those of other comparable REITs with fewer or no non-cash adjustments and comparison of our own operating results from period to period. Our management uses Core Earnings in this way, and also uses Core Earnings to compute the incentive fee due under our management agreement. The Company believes that its investors also use Core Earnings or a comparable supplemental performance measure to evaluate and compare the performance of the Company and its peers, and as such, the Company believes that the disclosure of Core Earnings is useful to (and expected by) its investors.

However, the Company cautions that Core Earnings does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (loss) (determined in accordance with GAAP), or an indication of our cash flows from operating activities (determined in accordance with GAAP), a measure of our liquidity, or an indication of funds available to fund our cash needs, including our ability to make cash distributions. In addition, our methodology for calculating Core Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and accordingly, our reported Core Earnings may not be comparable to the Core Earnings reported by other REITs.

The weighted average diluted share count applied to Core Earnings for purposes of determining Core Earnings per share (“EPS”) is computed using the GAAP diluted share count, adjusted for the following:

(i)Unvested stock awards – Currently, unvested stock awards are excluded from the denominator of GAAP EPS. The related compensation expense is also excluded from Core Earnings. In order to effectuate dilution from these awards in the Core Earnings computation, we adjust the GAAP diluted share count to include these shares.

(ii)Convertible Notes – Conversion of our Convertible Notes is an event that is contingent upon numerous factors, none of which are in our control, and is an event that may or may not occur. Consistent with the treatment of other unrealized adjustments to Core Earnings, we adjust the GAAP diluted share count to exclude the potential shares issuable upon conversion until a conversion occurs.

(iii)Subsidiary equity – The intent of a February 2018 amendment to our management agreement (the “Amendment”) is to treat subsidiary equity in the same manner as if parent equity had been issued. The Class A Units issued in connection with the acquisition of assets in our Woodstar II Portfolio are currently excluded from our GAAP diluted share count, with the subsidiary equity represented as non-controlling interests in consolidated subsidiaries on our GAAP balance sheet. Consistent with the Amendment, we adjust GAAP diluted share count to include these subsidiary units.

The following table presents our diluted weighted average shares used in our GAAP EPS calculation reconciled to our diluted weighted average shares used in our Core EPS calculation (amounts in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2020

    

2019

    

2020

    

2019

Diluted weighted average shares - GAAP

292,458

289,912

281,868

289,021

Add: Unvested stock awards

2,520

2,043

2,587

2,128

Add: Woodstar II Class A Units

10,642

11,001

10,676

11,491

Less: Convertible Notes dilution

(9,649)

(9,649)

(9,857)

Diluted weighted average shares - Core

 

295,971

 

293,307

 

295,131

 

292,783

The definition of Core Earnings allows management to make adjustments, subject to the approval of a majority of our independent directors, in situations where such adjustments are considered appropriate in order for Core Earnings to be calculated in a manner consistent with its definition and objective. No adjustments to the definition of Core Earnings became effective during the nine months ended September 30, 2020.

The following table summarizes our quarterly Core Earnings per weighted average diluted share for the nine months ended September 30, 2020 and 2019:

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Core Earnings For the Three-Month Periods Ended

    

March 31

    

June 30

    

September 30

2020

$

0.55

$

0.43

$

0.50

2019

$

0.28

$

0.52

$

0.52

Core Earnings per weighted average diluted share for the nine months ended September 30, 2019 does not equal the sum of the individual quarters due to rounding and other computational factors.

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Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended September 30, 2020, by business segment (amounts in thousands, except per share data):

    

Commercial

    

    

    

    

    

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

173,547

$

18,571

$

63,973

$

49,070

$

$

305,161

Costs and expenses

 

(53,891)

 

(8,262)

 

(60,801)

 

(33,035)

(53,072)

 

(209,061)

Other income (loss)

 

72,991

 

140

 

(300)

 

9,971

 

645

 

83,447

Income (loss) before income taxes

 

192,647

 

10,449

 

2,872

 

26,006

(52,427)

 

179,547

Income tax (provision) benefit

 

(16,700)

 

(86)

 

 

1,943

 

(14,843)

Income attributable to non-controlling interests

 

(3)

 

 

(5,072)

 

(7,795)

 

 

(12,870)

Net income (loss) attributable to Starwood Property Trust, Inc.

175,944

 

10,363

 

(2,200)

 

20,154

(52,427)

 

151,834

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

5,072

 

5,072

Non-cash equity compensation expense

1,015

(126)

54

1,215

4,131

 

6,289

Acquisition and investment pursuit costs

(163)

(89)

 

(252)

Depreciation and amortization

370

78

19,191

3,525

 

23,164

Credit loss reversal, net

(259)

(4,369)

 

(4,628)

Interest income adjustment for securities

(1,035)

1,914

 

879

Extinguishment of debt, net

(246)

(246)

Income tax provision associated with fair value adjustments

5,519

879

6,398

Other non-cash items

3

(713)

225

158

 

(327)

Reversal of GAAP unrealized (gains) / losses on:

Loans

(59,402)

(1,982)

 

(61,384)

Securities

(13,611)

(3,249)

(16,860)

Derivatives

28,336

(173)

(1,377)

(551)

4,380

 

30,615

Foreign currency

(25,302)

(110)

(14)

(26)

 

(25,452)

(Earnings) loss from unconsolidated entities

(3,253)

80

(358)

 

(3,531)

Recognition of Core realized gains / (losses) on:

Loans

49,241

6,201

55,442

Securities

(4,318)

 

(4,318)

Derivatives

(11,625)

(35)

(7,341)

 

(19,001)

Foreign currency

799

(5)

16

26

 

836

Earnings (loss) from unconsolidated entities

3,352

(80)

772

 

4,044

Core Earnings (Loss)

$

149,929

$

5,658

$

19,905

$

17,086

$

(44,004)

$

148,574

Core Earnings (Loss) per Weighted Average Diluted Share

$

0.51

$

0.02

$

0.06

$

0.06

$

(0.15)

$

0.50

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The following table presents our summarized results of operations and reconciliation to Core Earnings for the three months ended September 30, 2019, by business segment (amounts in thousands, except per share data):

    

Commercial

    

    

    

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

163,808

$

23,612

$

72,376

$

67,397

$

$

327,193

Costs and expenses

 

(60,959)

(18,773)

(69,126)

(42,288)

(62,155)

(253,301)

Other income (loss)

 

12,309

(2,604)

6,115

59,349

5,317

80,486

Income (loss) before income taxes

 

115,158

2,235

9,365

84,458

(56,838)

154,378

Income tax (provision) benefit

 

(3,194)

475

(1,794)

(4,513)

Income attributable to non-controlling interests

 

(5,250)

(4,219)

(9,469)

Net income (loss) attributable to Starwood Property Trust, Inc.

111,964

2,710

4,115

78,445

(56,838)

140,396

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

5,250

5,250

Non-cash equity compensation expense

1,140

577

83

1,765

9,411

12,976

Management incentive fee

1,875

1,875

Acquisition and investment pursuit costs

6

(89)

(146)

(229)

Depreciation and amortization

339

15

23,440

4,444

28,238

Credit loss reversal, net

(39)

(39)

Interest income adjustment for securities

(194)

5,345

5,151

Extinguishment of debt, net

(247)

(247)

Other non-cash items

321

191

152

664

Reversal of GAAP unrealized (gains) / losses on:

Loans

(10,088)

(22,433)

(32,521)

Securities

303

(22,476)

(22,173)

Derivatives

(15,749)

109

(4,576)

6,590

(6,913)

(20,539)

Foreign currency

15,337

319

8

15,664

Earnings from unconsolidated entities

(2,507)

(223)

(253)

(2,983)

Recognition of Core realized gains / (losses) on:

Loans

8,383

(230)

22,134

30,287

Securities

373

4,593

4,966

Derivatives

977

64

406

(7,875)

(6,428)

Foreign currency

(3,911)

(171)

(8)

(4,090)

Earnings from unconsolidated entities

2,298

1,324

3,622

Sales of properties

(7,221)

(7,221)

Core Earnings (Loss)

$

108,632

$

3,393

$

28,727

$

64,427

$

(52,560)

$

152,619

Core Earnings (Loss) per Weighted Average Diluted Share

$

0.37

$

0.01

$

0.10

$

0.22

$

(0.18)

$

0.52

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Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s Core Earnings increased by $41.3 million, from $108.6 million during the third quarter of 2019 to $149.9 million in the third quarter of 2020. After making adjustments for the calculation of Core Earnings, revenues were $172.5 million, costs and expenses were $52.9 million, other income was $41.5 million and income tax provision was $11.2 million.

Core revenues, consisting principally of interest income on loans, increased by $8.9 million in the third quarter of 2020, primarily due to increases in interest income from loans of $4.7 million and investment securities of $2.4 million. The increase in interest income from loans was principally due to higher average balances of commercial loans, partially offset by lower average LIBOR rates (partially mitigated by the LIBOR floors on most of our commercial loans). The increase in interest income from investment securities was primarily due to higher average RMBS investment balances, partially offset by lower average investment balances and LIBOR rates affecting interest income from our other investment securities.

Core costs and expenses decreased by $6.6 million in the third quarter of 2020, primarily due to a $13.4 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio primarily due to lower average LIBOR rates partially offset by higher average borrowings outstanding. Such decrease was partially offset by higher general and administrative and other expenses.

Core other income increased by $33.7 million in the third quarter of 2020, primarily due to an increase in residential loan securitization gains, net of realized losses on related interest rate derivatives.

Income taxes, which principally relate to the taxable nature of this segment’s residential loan securitization activities which are housed in TRSs, increased $7.9 million due to an increase in taxable income of those TRSs in the third quarter of 2020.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s Core Earnings increased by $2.3 million, from $3.4 million in the third quarter of 2019 to $5.7 million in the third quarter of 2020. After making adjustments for the calculation of Core Earnings, revenues were $18.6 million, costs and expenses were $12.7 million and other loss was $0.1 million.

Core revenues, consisting principally of interest income on loans, decreased by $5.0 million in the third quarter of 2020, primarily due to decreases in interest income from loans of $4.9 million and investment securities of $0.2 million. The decrease in interest income from loans was primarily due to lower average LIBOR rates.

Core costs and expenses decreased by $5.5 million in the third quarter of 2020, primarily due to a decrease in interest expense on the secured debt facilities used to finance this segment’s investment portfolio principally due to lower average LIBOR rates.

Core other loss decreased by $2.4 million in the third quarter of 2020, primarily due to the non-recurrence of a $2.1 million loss on extinguishment of debt in the third quarter of 2019 resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.

.

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Property Segment

Core Earnings by Portfolio (amounts in thousands)

For the Three Months Ended

September 30,

    

2020

    

2019

    

Change

Master Lease Portfolio

$

4,273

$

4,311

$

(38)

Medical Office Portfolio

3,979

5,994

(2,015)

Woodstar I Portfolio

6,024

7,333

(1,309)

Woodstar II Portfolio

6,354

6,245

109

Ireland Portfolio

5,798

(5,798)

Other/Corporate

(725)

(954)

229

Core Earnings

$

19,905

$

28,727

$

(8,822)

The Property Segment’s Core Earnings decreased by $8.8 million, from $28.7 million during the third quarter of 2019 to $19.9 million in the third quarter of 2020. After making adjustments for the calculation of Core Earnings, revenues were $63.6 million, costs and expenses were $42.0 million and other loss was $1.7 million.

Core revenues decreased by $8.7 million in the third quarter of 2020, primarily due to the sale of the Ireland Portfolio in December 2019.

Core costs and expenses decreased by $3.3 million in the third quarter of 2020, primarily due to the sale of the Ireland Portfolio in December 2019.

Core other income (loss) decreased by $3.4 million in the third quarter of 2020 primarily due to an unfavorable change in realized gains (losses) on certain interest rate and foreign currency derivatives.

Investing and Servicing Segment

The Investing and Servicing Segment’s Core Earnings decreased by $47.3 million, from $64.4 million during the third quarter of 2019 to $17.1 million in the third quarter of 2020. After making adjustments for the calculation of Core Earnings, revenues were $51.3 million, costs and expenses were $28.4 million, other loss was $4.9 million, income tax benefit was $2.8 million and the deduction of income attributable to non-controlling interests was $3.7 million.

Core revenues decreased by $21.7 million in the third quarter of 2020, primarily due to decreases of $14.8 million in interest income from CMBS and conduit loans, $4.5 million in servicing fees and $2.3 million in rental income from our REIS Equity Portfolio due to fewer properties held. The treatment of CMBS interest income on a GAAP basis is complicated by our application of the ASC 810 consolidation rules. In an attempt to treat these securities similar to the trust’s other investment securities, we compute core interest income pursuant to an effective yield methodology. In doing so, we segregate the portfolio into various categories based on the components of the bonds’ cash flows and the volatility related to each of these components. We then accrete interest income on an effective yield basis using the components of cash flows that are reliably estimable. Other minor adjustments are made to reflect management’s expectations for other components of the projected cash flow stream. The decrease in interest income primarily reflects a $7.4 million decrease in interest recoveries on CMBS and lower average balances of conduit loans held-for-sale.

Core costs and expenses decreased by $7.9 million in the third quarter of 2020, primarily due to decreases of $3.5 million in interest expense on borrowings related to properties held and conduit loans, $3.5 million in general and administrative expenses reflecting lower incentive compensation and $1.4 million in costs of rental operations due to fewer properties held.

Core other income (loss) includes profit realized upon securitization of loans by our conduit business, gains on sales of CMBS and operating properties, gains and losses on derivatives that were either effectively terminated or novated, and earnings from unconsolidated entities. These items are typically offset by a decrease in the fair value of our domestic servicing rights intangible which reflects the expected amortization of this deteriorating asset, net of increases

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in fair value due to the attainment of new servicing contracts. Derivatives include instruments which hedge interest rate risk and credit risk on our conduit loans. For GAAP purposes, the loans, CMBS and derivatives are accounted for at fair value, with all changes in fair value (realized or unrealized) recognized in earnings. The adjustments to Core Earnings outlined above are also applied to the GAAP earnings of our unconsolidated entities. Core other income (loss) decreased by $37.9 million in the third quarter of 2020 primarily due to (i) the non-recurrence of $22.0 million of gains on sales of an operating property and CMBS in the third quarter of 2019 and (ii) a $15.9 million decrease in realized gains on conduit loans.

Income taxes, which principally relate to the taxable nature of this segment’s loan servicing and loan securitization businesses which are housed in TRSs, decreased $4.6 million from a provision of $1.8 million to a benefit of $2.8 million due to tax losses of those TRSs in the third quarter of 2020.

Income attributable to non-controlling interests increased $0.3 million primarily relating to income of a consolidated CMBS joint venture in which we hold a 51% interest, partially offset by the minority interest on the gain from an operating property sold during the third quarter of 2019.

Corporate

Core corporate costs and expenses decreased by $8.6 million, from $52.6 million during the third quarter of 2019 to $44.0 million in the third quarter of 2020 primarily due to (i) a $5.1 million favorable change in realized gain (loss) on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured financing, (ii) a $2.1 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes and (iii) a $1.4 million decrease in loss on extinguishment of debt.

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Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019

The following table presents our summarized results of operations and reconciliation to Core Earnings for the nine months ended September 30, 2020, by business segment (amounts in thousands, except per share data):

    

Commercial

    

    

    

    

    

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

553,351

$

61,737

$

191,680

$

137,655

$

$

944,423

Costs and expenses

 

(222,862)

(48,453)

 

(182,568)

(98,955)

(180,032)

 

(732,870)

Other income (loss)

 

39,808

(2,453)

 

(37,148)

11,875

34,397

 

46,479

Income (loss) before income taxes

 

370,297

10,831

 

(28,036)

50,575

(145,635)

 

258,032

Income tax (provision) benefit

 

(15,535)

3

 

8,716

 

(6,816)

Income attributable to non-controlling interests

 

(10)

 

(15,294)

(11,191)

 

(26,495)

Net income (loss) attributable to Starwood Property Trust, Inc.

 

354,752

10,834

 

(43,330)

48,100

(145,635)

 

224,721

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

15,294

 

15,294

Non-cash equity compensation expense

 

3,563

821

185

3,725

14,147

22,441

Management incentive fee

 

15,799

15,799

Acquisition and investment pursuit costs

401

(266)

(72)

63

Depreciation and amortization

 

1,095

208

57,808

10,669

69,780

Credit loss provision, net

 

51,252

2,991

54,243

Interest income adjustment for securities

 

238

9,856

10,094

Extinguishment of debt, net

(739)

(739)

Income tax provision (benefit) associated with fair value adjustments

1,612

(955)

657

Other non-cash items

10

(1,689)

703

470

(506)

Reversal of GAAP unrealized (gains) / losses on:

Loans

 

(56,895)

(22,805)

(79,700)

Securities

 

8,814

36,026

44,840

Derivatives

 

8,816

1,260

32,593

21,986

(23,509)

41,146

Foreign currency

 

1,757

53

53

(2)

1,861

(Earnings) loss from unconsolidated entities

 

(3,975)

1,198

(30,504)

(33,281)

Recognition of Core realized gains / (losses) on:

Loans

 

45,742

(62)

22,759

68,439

Securities

 

(8,711)

(8,711)

Derivatives

 

(3,853)

118

(439)

(13,438)

(17,612)

Foreign currency

 

(5,441)

(147)

(53)

2

(5,639)

Earnings (loss) from unconsolidated entities

 

2,772

(813)

17,502

19,461

Sales of properties

 

(5,789)

(5,789)

Core Earnings (Loss)

$

410,660

$

16,461

$

60,156

$

89,052

$

(139,467)

$

436,862

Core Earnings (Loss) per Weighted Average Diluted Share

$

1.39

$

0.06

$

0.20

$

0.30

$

(0.47)

$

1.48

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The following table presents our summarized results of operations and reconciliation to Core Earnings for the nine months ended September 30, 2019, by business segment (amounts in thousands, except per share data):

    

Commercial

    

    

    

    

    

and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total

Revenues

$

526,418

$

78,264

$

215,389

$

199,980

$

26

$

1,020,077

Costs and expenses

 

(199,176)

(64,143)

 

(204,813)

 

(121,746)

(170,231)

 

(760,109)

Other income (loss)

 

20,086

(8,669)

 

(46,502)

 

111,941

30,186

 

107,042

Income (loss) before income taxes

 

347,328

5,452

 

(35,926)

 

190,175

(140,019)

 

367,010

Income tax (provision) benefit

 

(4,778)

746

 

(258)

 

(4,090)

 

(8,380)

Income attributable to non-controlling interests

 

(392)

 

(16,322)

 

(4,121)

 

(20,835)

Net income (loss) attributable to Starwood Property Trust, Inc.

 

342,158

6,198

 

(52,506)

 

181,964

(140,019)

 

337,795

Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

16,322

16,322

Non-cash equity compensation expense

 

2,757

1,691

229

4,817

16,909

26,403

Management incentive fee

 

2,048

2,048

Acquisition and investment pursuit costs

(56)

2

(266)

(451)

(356)

(1,127)

Depreciation and amortization

 

695

15

71,067

14,181

85,958

Credit loss provision, net

 

2,046

1,196

3,242

Interest income adjustment for securities

 

(585)

14,698

14,113

Extinguishment of debt, net

(1,704)

(1,704)

Other non-cash items

(565)

699

470

604

Reversal of GAAP unrealized (gains) / losses on:

Loans

 

(16,837)

(48,841)

(65,678)

Securities

 

2,945

(56,431)

(53,486)

Derivatives

 

(11,763)

3,337

8,457

16,841

(32,915)

(16,043)

Foreign currency

 

17,025

102

7

17,134

(Earnings) loss from unconsolidated entities

 

(8,576)

42,538

(3,601)

30,361

Recognition of Core realized gains / (losses) on:

Loans

 

7,180

(985)

49,719

55,914

Securities

 

970

11,702

12,672

Derivatives

 

1,800

(1,396)

2,257

(17,114)

(14,453)

Foreign currency

 

(4,725)

(998)

(7)

9

(5,721)

Earnings (loss) from unconsolidated entities

 

7,078

(68,905)

14,194

(47,633)

Sales of properties

 

(7,297)

(7,297)

Core Earnings (Loss)

$

342,112

$

9,162

$

18,628

$

175,089

$

(155,567)

$

389,424

Core Earnings (Loss) per Weighted Average Diluted Share

$

1.17

$

0.03

$

0.06

$

0.60

$

(0.53)

$

1.33

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Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s Core Earnings increased by $68.6 million, from $342.1 million during the nine months of 2019 to $410.7 million in the nine months of 2020. After making adjustments for the calculation of Core Earnings, revenues were $553.6 million, costs and expenses were $166.5 million, other income was $37.5 million and income tax provision was $13.9 million.

Core revenues, consisting principally of interest income on loans, increased by $27.8 million in the nine months of 2020, primarily due to an increase in interest income from loans of $29.5 million, partially offset by a decrease in interest income from investment securities of $4.2 million. The increase in interest income from loans was principally due to (i) higher prepayment related income and (ii) higher average balances of both commercial and residential loans, partially offset by (iii) lower average LIBOR rates (partially mitigated by the LIBOR floors on most of our commercial loans). The decrease in interest income from investment securities was primarily due to lower average LIBOR rates and lower prepayment related income on our single-borrower CMBS, partially offset by higher average RMBS investment balances.

Core costs and expenses decreased by $27.2 million in the nine months of 2020, primarily due to a $37.8 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio primarily due to lower average LIBOR rates partially offset by higher average borrowings outstanding. Such decrease was partially offset by higher general and administrative and other expenses.

Core other income increased by $22.3 million in the nine months of 2020, primarily due to an increase of $38.6 million in residential loan securitization gains, partially offset by unfavorable changes of $6.6 million in realized gains (losses) on derivatives principally related to the residential loans securitized, $5.5 million in gains (losses) on sales of other loans and investments and $4.3 million in earnings from unconsolidated entities.

Income taxes, which principally relate to the taxable nature of this segment’s residential loan securitization activities which are housed in TRSs, increased $9.1 million due to an increase in taxable income of those TRSs in the nine months of 2020.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s Core Earnings increased by $7.3 million, from $9.2 million in the nine months of 2019 to $16.5 million in the nine months of 2020. After making adjustments for the calculation of Core Earnings, revenues were $61.7 million, costs and expenses were $44.4 million and other loss was $0.8 million.

Core revenues, consisting principally of interest income on loans, decreased by $16.5 million in the nine months of 2020, primarily due to decreases in interest income from loans of $15.6 million and investment securities of $0.5 million. The decrease in interest income from loans was primarily due to a decrease in average LIBOR rates and lower average loan balances outstanding as a result of sales and repayments, partially offset by an increase in average spreads on our infrastructure loans.

Core costs and expenses decreased by $16.8 million in the nine months of 2020, primarily due to a decrease in interest expense on the secured debt facilities used to finance this segment’s investment portfolio principally due to lower average LIBOR rates and lower average borrowings as a result of loan sales and repayments.

Core other loss decreased by $7.8 million in the nine months of 2020, primarily due to a decreased loss on extinguishment of debt resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.

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Property Segment

Core Earnings by Portfolio (amounts in thousands)

For the Nine Months Ended

September 30,

    

2020

    

2019

    

Change

Master Lease Portfolio

$

12,811

$

12,663

$

148

Medical Office Portfolio

14,526

19,329

(4,803)

Woodstar I Portfolio

17,129

22,489

(5,360)

Woodstar II Portfolio

18,736

17,208

1,528

Ireland Portfolio

18,801

(18,801)

Investment in unconsolidated entities

 

 

(68,905)

 

68,905

Other/Corporate

(3,046)

(2,957)

(89)

Core Earnings

$

60,156

$

18,628

$

41,528

The Property Segment’s Core Earnings increased by $41.5 million, from $18.6 million during the nine months of 2019 to $60.1 million in the nine months of 2020. After making adjustments for the calculation of Core Earnings, revenues were $190.4 million, costs and expenses were $125.7 million and other loss was $4.6 million.

Core revenues decreased by $24.4 million in the nine months of 2020, primarily due to the sale of the Ireland Portfolio in December 2019, partially offset by increased rental income in the Woodstar Portfolios due to rental rate increases effective May 2019.

Core costs and expenses decreased by $8.2 million in the nine months of 2020, primarily due to the sale of the Ireland Portfolio in December 2019.

Core other loss decreased by $57.5 million in the nine months of 2020 primarily due to a $68.9 million other-than-temporary loss recognized on our investment in the Retail Fund in the 2019 period that did not recur in the 2020 period, partially offset by a $9.4 million unfavorable change in realized gains (losses) on certain interest rate and foreign currency derivatives and a $2.2 million loss on extinguishment of debt in the second quarter of 2020 in connection with the refinancing of our Woodstar I Portfolio.

Investing and Servicing Segment

The Investing and Servicing Segment’s Core Earnings decreased by $86.0 million, from $175.1 million during the nine months of 2019 to $89.1 million in the nine months of 2020. After making adjustments for the calculation of Core Earnings, revenues were $148.5 million, costs and expenses were $84.9 million, other income was $32.2 million, income tax benefit was $7.8 million and the deduction of income attributable to non-controlling interests was $14.5 million.

Core revenues decreased by $67.0 million in the nine months of 2020, primarily due to decreases of $32.6 million in servicing fees, $22.5 million in interest income from CMBS and conduit loans and $11.9 million in rental income from our REIS Equity Portfolio due to fewer properties held and an owned hotel which was closed during the second quarter due to COVID-19. The decrease in interest income primarily reflects a $13.3 million decrease in interest recoveries on CMBS and lower average balances of conduit loans held-for-sale.

Core costs and expenses decreased by $18.4 million in the nine months of 2020, primarily due to decreases of $6.4 million in costs of rental operations due to fewer properties held, $6.4 million in interest expense on borrowings related to properties held and conduit loans and $6.3 million in general and administrative expenses reflecting lower incentive compensation.

Core other income decreased by $38.1 million in the nine months of 2020, primarily due to decreases of $27.0 million in realized gains on conduit loans and $17.7 million in gains on sales of operating properties and CMBS.

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Income taxes, which principally relate to the taxable nature of this segment’s loan servicing and loan securitization businesses which are housed in TRSs, decreased $11.9 million from a provision of $4.1 million to a benefit of $7.8 million due to tax losses of those TRSs in the nine months of 2020.

Income attributable to non-controlling interests increased $11.2 million primarily relating to income of a consolidated CMBS joint venture in which we hold a 51% interest.

Corporate

Core corporate costs and expenses decreased by $16.1 million, from $155.6 million during the nine months of 2019 to $139.5 million in the nine months of 2020 primarily due to (i) a $12.1 million favorable change in realized gain (loss) on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured financing, (ii) a $2.4 million decrease in loss on extinguishment of debt and (iii) a $1.2 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make new investments where appropriate, pay dividends to our stockholders, and other general business needs. We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months. Our strategy for managing liquidity and capital resources has not changed since December 31, 2019. Refer to our Form 10-K for a description of these strategies. We expect to preserve and build our liquidity to best position the Company to weather near-term market uncertainty, satisfy our loan future funding and financing obligations and to potentially make opportunistic new investments, which will cause us to take some or all of the following actions: raise capital from offerings of securities, borrow additional capital, sell assets, pay our management and incentive fees in shares of our common stock (as was done for the quarter ended March 31, 2020) and/or change our dividend practice, including by reducing the amount of, or temporarily suspending, our future dividends or paying our future dividends in kind for some period of time. We currently expect the pace of loan repayments will slow while the impacts of the COVID-19 pandemic are ongoing.

COVID-19 Pandemic

We are continuing to monitor the COVID-19 pandemic and its impact on us, the borrowers underlying our commercial and residential real estate-related loans and infrastructure loans (and their tenants), the tenants in the properties we own, our financing sources, and the economy as a whole. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations and liquidity remains uncertain and difficult to predict. Further discussion of the potential impacts on us from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Credit Facilities

Shortly after the initial outbreak of the COVID-19 pandemic, we entered into agreements with certain of our secured credit facility lenders in our commercial lending portfolio to temporarily suspend credit mark provisions on certain of their portfolio assets in exchange for: (i) cash repayments; (ii) pledges of additional collateral; and (iii) reductions of available borrowings. 

We are in frequent, consistent dialogue with the providers of our secured credit facilities regarding our management of their collateral assets in light of the impacts of the COVID-19 pandemic, including the determination of whether any extensions to these agreements are necessary as these temporary suspensions expire. Our in-house asset management team, along with an experienced team of workout professionals within our special servicer, are skilled in managing loans throughout cycles, which we believe will assist us in achieving maximum resolution on any assets impacted by the COVID-19 pandemic.

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No such modifications or agreements were made with lenders on credit facilities related to our property, residential lending or infrastructure lending portfolios.

Our primary sources of liquidity are as follows:

Cash Flows for the Nine Months ended September 30, 2020 (amounts in thousands)

    

    

VIE

    

Excluding Investing

GAAP

Adjustments

and Servicing VIEs

Net cash provided by operating activities

$

526,149

$

(1,999)

$

524,150

Cash Flows from Investing Activities:

Origination and purchase of loans held-for-investment

 

(2,368,931)

 

 

(2,368,931)

Proceeds from principal collections and sale of loans

 

1,792,542

 

 

1,792,542

Purchase and funding of investment securities

 

(22,408)

 

(265,469)

 

(287,877)

Proceeds from sales and collections of investment securities

 

75,897

 

81,550

 

157,447

Proceeds from sales of real estate

23,805

23,805

Purchases and additions to properties and other assets

(17,923)

(17,923)

Investment in unconsolidated entities

(3,133)

(3,133)

Proceeds from sale of interest in unconsolidated entities

10,313

10,313

Net cash flows from other investments and assets

 

(60,118)

 

 

(60,118)

Net cash used in investing activities

 

(569,956)

 

(183,919)

 

(753,875)

Cash Flows from Financing Activities:

Proceeds from borrowings

 

4,935,556

 

 

4,935,556

Principal repayments on and repurchases of borrowings

 

(4,221,999)

 

(13,950)

 

(4,235,949)

Payment of deferred financing costs

 

(17,978)

 

 

(17,978)

Proceeds from common stock issuances, net of offering costs

 

442

 

 

442

Payment of dividends

 

(408,893)

 

 

(408,893)

Contributions from non-controlling interests

9,657

 

9,657

Distributions to non-controlling interests

 

(90,006)

 

2,472

 

(87,534)

Purchase of treasury stock

(28,830)

(28,830)

Issuance of debt of consolidated VIEs

 

24,376

 

(24,376)

 

Repayment of debt of consolidated VIEs

 

(279,419)

 

279,419

 

Distributions of cash from consolidated VIEs

 

57,174

 

(57,174)

 

Net cash provided by financing activities

 

(19,920)

 

186,391

 

166,471

Net decrease in cash, cash equivalents and restricted cash

 

(63,727)

 

473

 

(63,254)

Cash, cash equivalents and restricted cash, beginning of period

 

574,031

 

(1,221)

 

572,810

Effect of exchange rate changes on cash

 

902

 

 

902

Cash, cash equivalents and restricted cash, end of period

$

511,206

$

(748)

$

510,458

The discussion below is on a non-GAAP basis, after removing adjustments principally resulting from the consolidation of the securitization VIEs under ASC 810. These adjustments principally relate to (i) the purchase of CMBS, RMBS, loans and real estate from consolidated VIEs, which are reflected as repayments of VIE debt on a GAAP basis and (ii) principal collections of CMBS and RMBS related to consolidated VIEs, which are reflected as VIE distributions on a GAAP basis. There is no significant net impact to cash flows from operations or to overall cash resulting from these consolidations. Refer to Note 2 to the Condensed Consolidated Financial Statements for further discussion.

Cash and cash equivalents decreased by $63.2 million during the nine months ended September 30, 2020, reflecting net cash used in investing activities of $753.9 million, partially offset by net cash provided by operating activities of $524.2 million and financing activities of $166.5 million.

Net cash provided by operating activities of $524.2 million during the nine months ended September 30, 2020 related primarily to cash interest income of $408.2 million from our loans and $119.5 million from our investment securities and proceeds from sales of loans held-for-sale, net of originations and purchases, of $272.3 million. Net rental income provided cash of $134.4 million and servicing fees provided cash of $30.4 million. Offsetting these cash inflows

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was cash interest expense of $284.9 million, general and administrative expenses of $85.5 million, management fees of $56.8 million and a net change in operating assets and liabilities of $24.8 million.

Net cash used in investing activities of $753.9 million during the nine months ended September 30, 2020 related primarily to the origination and acquisition of new loans held-for-investment of $2.4 billion, the purchase and funding of investment securities of $287.9 million and additions to properties and other assets of $17.9 million, partially offset by proceeds received from principal collections and sales of loans of $1.8 billion and investment securities of $157.4 million, proceeds from the sale of real estate of $23.8 million and proceeds from the sale of interest in unconsolidated entities of $10.3 million.

Net cash provided by financing activities of $166.5 million during the nine months ended September 30, 2020 related primarily to borrowings on our secured debt, net of repayments and deferred loan costs, of $681.6 million, partially offset by dividend distributions of $408.9 million, net distributions to non-controlling interests of $77.9 million and treasury stock purchases of $28.8 million.

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Our Investment Portfolio

The following is a review of our segments for the nine months ended September 30, 2020. Refer to the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q for discussion of the potential impacts on us from the COVID-19 pandemic.

Commercial and Residential Lending Segment

The following table sets forth the amount of each category of investments we owned across various property types within our Commercial and Residential Lending Segment as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Unlevered

    

Face

    

Carrying

    

Asset Specific

    

Net

    

Return on

Amount

Value

Financing

Investment

Asset

September 30, 2020

First mortgages (1)

$

8,547,835

$

8,524,192

$

5,555,294

$

2,968,898

 

6.3

%

Subordinated mortgages

 

70,979

 

69,835

 

 

69,835

 

8.7

%

Mezzanine loans (1)

 

587,223

 

588,116

 

 

588,116

 

11.7

%

Residential loans, fair value option

249,323

 

256,407

 

170,063

 

86,344

6.0

%

Other loans

34,043

 

30,548

 

 

30,548

 

9.9

%

Loans held-for-sale, fair value option, residential

742,106

 

747,654

 

473,041

 

274,613

 

6.0

%

RMBS, available-for-sale

 

260,260

 

170,270

 

110,478

 

59,792

 

11.2

%

RMBS, fair value option

275,787

373,682

(2)

75,118

298,564

8.4

%

CMBS, fair value option

102,900

96,869

(2)

25,313

71,556

6.3

%

HTM debt securities (3)

 

505,247

 

504,936

 

96,716

 

408,220

 

6.8

%

Credit loss allowance

 

 

(99,048)

 

 

(99,048)

 

Equity security

 

11,805

 

10,058

 

 

10,058

 

Investment in unconsolidated entities

 

N/A

 

50,850

 

 

50,850

 

Properties, net

N/A

 

27,123

 

 

27,123

$

11,387,508

$

11,351,492

$

6,506,023

$

4,845,469

December 31, 2019

First mortgages (1)

$

7,961,494

$

7,926,732

$

4,715,244

$

3,211,488

 

6.4

%

Subordinated mortgages

 

77,055

 

75,724

 

 

75,724

 

9.5

%

Mezzanine loans (1)

 

484,408

 

484,164

 

 

484,164

 

12.2

%

Residential loans, fair value option

654,925

 

671,572

 

425,423

 

246,149

5.9

%

Other loans

66,525

 

62,555

 

 

62,555

8.9

%

Loans held-for-sale, fair value option, residential

587,144

 

605,384

 

454,223

 

151,161

 

5.9

%

Credit loss allowance, loans

 

(33,415)

 

 

(33,415)

RMBS, available-for-sale

 

278,853

 

189,576

 

102,073

 

87,503

 

12.3

%

RMBS, fair value option

 

87,397

147,034

(2)

32,292

114,742

 

10.2

%

CMBS, fair value option

 

118,249

118,215

(2)

58,801

59,414

 

5.5

%

HTM debt securities (3)

 

527,338

 

525,485

 

178,880

 

346,605

 

7.1

%

Equity security

 

12,119

 

12,664

 

 

12,664

 

Investment in unconsolidated entities

 

N/A

 

46,921

 

 

46,921

 

Properties, net

N/A

 

26,834

 

 

26,834

$

10,855,507

$

10,859,445

$

5,966,936

$

4,892,509

(1)First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this methodology resulted in mezzanine loans with carrying values of $896.8 million and $967.0 million being classified as first mortgages as of September 30, 2020 and December 31, 2019, respectively.

(2)Eliminated in consolidation against VIE liabilities pursuant to ASC 810.

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(3)CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.

As of September 30, 2020 and December 31, 2019, our Commercial and Residential Lending Segment’s investment portfolio, excluding residential loans, RMBS, properties and other investments, had the following characteristics based on carrying values:

Collateral Property Type

    

September 30, 2020

    

December 31, 2019

Office

 

34.1

%  

40.2

%

Hotel

 

22.4

%  

20.6

%

Multifamily

 

14.4

%  

12.3

%

Mixed Use

8.4

%  

7.1

%

Residential

 

8.2

%  

8.7

%

Retail

 

2.8

%  

3.5

%

Industrial

 

1.8

%  

0.6

%

Other

7.9

%  

7.0

 

100.0

%  

100.0

%

Geographic Location

    

September 30, 2020

    

December 31, 2019

U.S. Regions:

 

North East

 

24.5

%  

27.5

%

West

 

18.5

%  

22.2

%

South West

 

10.9

%  

10.7

%

Mid Atlantic

 

9.5

%  

8.3

%

South East

 

8.3

%  

7.9

%

Midwest

 

4.6

%  

4.1

%

International:

 

Europe/Australia

 

20.8

%  

16.2

%

Bahamas/Bermuda

 

2.9

%  

3.1

%

 

100.0

%  

100.0

%

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Infrastructure Lending Segment

The following table sets forth the amount of each category of investments we owned within our Infrastructure Lending Segment as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Unlevered

    

Face

    

Carrying

    

Asset Specific

    

Net

    

Return on

Amount

Value

Financing

Investment

Asset

September 30, 2020

First priority infrastructure loans and HTM securities

$

1,630,855

$

1,601,005

$

1,243,001

$

358,004

 

4.7

%

Credit loss allowance

N/A

(17,124)

(17,124)

Investment in unconsolidated entities

N/A

24,664

24,664

$

1,630,855

$

1,608,545

$

1,243,001

$

365,544

December 31, 2019

First priority infrastructure loans and HTM securities

$

1,474,052

$

1,442,601

$

1,121,065

$

321,536

 

6.4

%

Loans held-for-sale, infrastructure

 

121,271

 

119,724

 

96,001

 

23,723

 

5.1

%

Credit loss allowance

N/A

(196)

(196)

Investment in unconsolidated entities

N/A

25,862

25,862

$

1,595,323

$

1,587,991

$

1,217,066

$

370,925

As of September 30, 2020 and December 31, 2019, our Infrastructure Lending Segment’s investment portfolio had the following characteristics based on carrying values:

Collateral Type

    

September 30, 2020

    

December 31, 2019

Natural gas power

 

68.4

%  

72.6

%

Midstream

 

20.9

%  

12.8

%

Renewable power

 

7.2

%  

10.6

%

Other thermal power

3.5

%  

4.0

%

 

100.0

%  

100.0

%

Geographic Location

September 30, 2020

December 31, 2019

U.S. Regions:

North East

 

42.1

%  

43.9

%

Midwest

 

21.8

%  

25.5

%

South West

 

16.2

%  

12.6

%

South East

9.0

%  

4.8

%

West

3.6

%  

4.2

%

Mid-Atlantic

3.6

%  

4.0

%

International:

 

Mexico

 

2.7

%  

2.9

%

Other

 

1.0

%  

2.1

%

 

100.0

%  

100.0

%

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Property Segment

The following table sets forth the amount of each category of investments held within our Property Segment as of September 30, 2020 and December 31, 2019 (amounts in thousands):

    

September 30, 2020

    

December 31, 2019

Properties, net

$

1,983,124

$

2,029,024

Lease intangibles, net

 

39,978

 

44,986

$

2,023,102

$

2,074,010

The following table sets forth our net investment and other information regarding the Property Segment’s properties and lease intangibles as of September 30, 2020 (dollars in thousands):

    

    

Asset

    

    

    

Weighted Average

Carrying

Specific

Net

Occupancy

Remaining

Value

Financing

Investment

Rate

Lease Term

Office—Medical Office Portfolio

$

760,098

$

591,853

$

168,245

93.2

%

6.1 years

Multifamily residential—Woodstar I Portfolio

634,017

572,202

61,815

98.2

%

0.5 years

Multifamily residential—Woodstar II Portfolio

607,695

437,037

170,658

99.3

%

0.5 years

Retail—Master Lease Portfolio

343,790

 

192,639

 

151,151

100.0

%

21.6 years

Subtotal—undepreciated carrying value

2,345,600

1,793,731

551,869

Accumulated depreciation and amortization

(322,498)

(322,498)

Net carrying value

$

2,023,102

$

1,793,731

$

229,371

As of September 30, 2020 and December 31, 2019, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:

Geographic Location

September 30, 2020

December 31, 2019

South East

62.0

%  

62.0

%

South West

 

10.3

%  

10.3

%

Midwest

 

10.1

%  

10.1

%

North East

 

9.7

%  

9.7

%

West

 

7.9

%  

7.9

%

 

100.0

%  

100.0

%

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Investing and Servicing Segment

The following table sets forth the amount of each category of investments we owned within our Investing and Servicing Segment as of September 30, 2020 and December 31, 2019 (amounts in thousands):

    

    

    

Asset

    

 

Face

Carrying

Specific

Net

 

Amount

Value

Financing

Investment

 

September 30, 2020

CMBS, fair value option

$

2,618,530

$

1,097,322

(1)  

$

318,443

(2)  

$

778,879

Intangible assets - servicing rights

 

N/A

 

52,770

(3)  

 

 

52,770

Lease intangibles, net

N/A

16,548

16,548

Loans held-for-sale, fair value option, commercial

 

266,370

 

265,019

 

126,419

 

138,600

Loans held-for-investment

1,081

1,081

1,081

Investment in unconsolidated entities

N/A

45,236

(4)  

45,236

Properties, net

 

N/A

 

197,575

 

169,193

 

28,382

$

2,885,981

$

1,675,551

$

614,055

$

1,061,496

December 31, 2019

CMBS, fair value option

$

2,897,654

$

1,177,148

(1)  

$

300,705

$

876,443

Intangible assets - servicing rights

 

N/A

 

43,164

(3)  

 

 

43,164

Lease intangibles, net

N/A

20,060

 

20,060

Loans held-for-sale, fair value option, commercial

 

160,635

 

159,238

 

85,873

 

73,365

Loans held-for-investment

1,294

1,294

1,294

Investment in unconsolidated entities

N/A

32,183

(4)  

32,183

Properties, net

 

N/A

 

210,582

 

187,929

 

22,653

$

3,059,583

$

1,643,669

$

574,507

$

1,069,162

(1)Includes $1.07 billion and $1.14 billion of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of September 30, 2020 and December 31, 2019, respectively. Also includes $178.6 million and $186.6 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of September 30, 2020 and December 31, 2019, respectively.

(2)Includes $41.3 million of non-controlling interests in the consolidated entities which hold certain debt balances as of September 30, 2020.

(3)Includes $38.2 million and $26.2 million of servicing rights intangibles eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2020 and December 31, 2019, respectively.

(4)Includes $16.4 million and $20.6 million of investment in unconsolidated entities eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2020 and December 31, 2019, respectively.

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Our REIS Equity Portfolio, as described in Note 6 to the Condensed Consolidated Financial Statements, had the following characteristics based on carrying values of $198.8 million and $214.9 million as of September 30, 2020 and December 31, 2019, respectively:

Property Type

September 30, 2020

December 31, 2019

Office

50.0

%  

52.7

%

Retail

 

30.5

%  

28.8

%

Mixed Use

 

6.9

%  

5.8

%

Self-storage

 

6.2

%  

3.9

%

Multifamily

 

4.2

%  

6.5

%

Hotel

2.2

%  

2.3

%  

 

100.0

%  

100.0

%

Geographic Location

September 30, 2020

December 31, 2019

South West

 

24.7

%  

22.6

%

North East

 

24.4

%  

22.0

%

South East

 

15.6

%  

22.6

%

West

 

15.0

%  

13.5

%

Mid Atlantic

 

11.8

%  

8.4

%

Midwest

 

8.5

%  

10.9

%

 

100.0

%  

100.0

%

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New Credit Facilities and Amendments

Refer to Notes 9 and 10 of our Condensed Consolidated Financial Statements for a detailed discussion of new credit facilities and amendments to existing credit facilities executed since December 31, 2019.

Secured Borrowings

The following table is a summary of our secured borrowings as of September 30, 2020 (dollars in thousands):

Pledged

Approved

Weighted

Asset

Maximum

but

Unallocated

Current

Extended

Average

Carrying

Facility

Outstanding

Undrawn

Financing

   

Maturity

   

Maturity (a)

   

Pricing

   

Value

   

Size

   

Balance

   

Capacity (b)

   

Amount (c)

Repurchase Agreements:

Commercial Loans

May 2021 to Aug 2025

(d)

May 2023 to Mar 2029

(d)

(e)

$

6,643,722

$

8,747,538

(f)

$

4,556,665

$

71,355

$

4,119,518

Residential Loans

Jun 2022

N/A

LIBOR + 2.64%

37,046

400,000

23,866

376,134

Infrastructure Loans

Feb 2022

N/A

LIBOR + 2.00%

244,862

500,000

206,288

293,712

Conduit Loans

Feb 2021 to Jun 2023

Feb 2022 to Jun 2024

LIBOR + 1.93%

171,497

350,000

127,162

222,838

CMBS/RMBS

Oct 2020 to Dec 2029

(g)

Aug 2021 to Jun 2030

(g)

(h)

1,155,313

750,544

634,791

(i)

115,753

Total Repurchase Agreements

8,252,440

10,748,082

5,548,772

71,355

5,127,955

Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

50,194

650,000

(j)

37,594

612,406

Commercial Financing Facility

Mar 2022

Mar 2029

GBP LIBOR + 1.75%

95,077

76,721

76,721

Residential Financing Facility

Sep 2022

Sep 2025

3.50%

250,000

250,000

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(k)

710,572

701,370

572,382

128,988

Infrastructure Financing Facilities

Jul 2022 to Oct 2022

Oct 2024 to Jul 2027

LIBOR + 2.11%

583,319

1,250,000

464,487

785,513

Property Mortgages - Fixed rate

Nov 2024 to Aug 2052

(l)

N/A

3.81%

1,288,513

1,077,800

1,077,800

Property Mortgages - Variable rate

Nov 2021 to Jul 2030

N/A

(m)

926,495

927,300

908,906

18,394

Term Loan and Revolver

(n)

N/A

(n)

N/A

(n)

516,000

396,000

120,000

FHLB

Feb 2021

N/A

1.99%

948,409

1,600,000

619,500

980,500

Collateralized Loan Obligation

Jul 2038

N/A

LIBOR + 1.34%

1,099,558

936,375

936,375

Total Other Secured Financing

5,702,137

7,985,566

5,089,765

120,000

2,775,801

$

13,954,577

$

18,733,648

$

10,638,537

$

191,355

$

7,903,756

Unamortized net discount

(9,908)

Unamortized deferred financing costs

(82,806)

$

10,545,823

(a)Subject to certain conditions as defined in the respective facility agreement.

(b)Approved but undrawn capacity represents the total draw amount that has been approved by the lenders related to those assets that have been pledged as collateral, less the drawn amount.

(c)Unallocated financing amount represents the maximum facility size less the total draw capacity that has been approved by the lenders.

(d)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.

(e)Certain facilities with an outstanding balance of $1.3 billion as of September 30, 2020 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.02%.

(f)The aggregate initial maximum facility size of $8.7 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.

(g)Certain facilities with an outstanding balance of $285.9 million as of September 30, 2020 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.

(h)A facility with an outstanding balance of $184.2 million as of September 30, 2020 has a fixed annual interest rate of 3.50%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.57%.

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(i)Includes: (i) $184.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $41.3 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14 to the Condensed Consolidated Financial Statements).

(j)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(k)Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.

(l)The weighted average maturity is 7.0 years as of September 30, 2020.

(m)Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.63%

(n)Consists of: (i) a $396.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50% and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.7 billion as of September 30, 2020.

Refer to Note 9 of the Condensed Consolidated Financial Statements for further disclosure regarding the terms of our secured financing arrangements.

Variance between Average and Quarter-End Credit Facility Borrowings Outstanding

The following table compares the average amount outstanding under our secured financing agreements during each quarter and the amount outstanding as of the end of each quarter, together with an explanation of significant variances (amounts in thousands):

Weighted-Average

Explanations

Quarter-End

Balance During

for Significant

Quarter Ended

    

Balance

    

Quarter

    

Variance

    

Variances

December 31, 2019

9,936,500

9,535,839

400,661

(a)

March 31, 2020

10,714,680

10,194,276

520,404

(b)

June 30, 2020

9,858,371

10,218,089

(359,718)

(c)

September 30, 2020

10,638,537

10,151,695

486,842

(d)

(a)Variance primarily due to the following: (i) the late quarter timing of commercial loan fundings, which resulted in the Company drawing on its corresponding credit facilities which financed these assets and (ii) borrowings on a new Infrastructure Financing Facility.

(b)Variance primarily due to the following: (i) drawing on all available credit facilities at quarter end and (ii) borrowings on two new lending facilities.

(c)Variance primarily due to the late quarter timing of a residential loan securitization, which resulted in a $387.4 million paydown of the FHLB facility, partially offset by the late quarter timing of the refinancing of our Woodstar I Portfolio, which resulted in net additional borrowings of $100.1 million.

(d)Variance primarily due to the following: (i) late quarter timing of conduit loan fundings and (ii) the closing of a large European loan pledged to two commercial credit facilities.

Borrowings under Unsecured Senior Notes

During both the three months ended September 30, 2020 and 2019, the weighted average effective borrowing rate on our unsecured senior notes was 4.9%. During the nine months ended September 30, 2020 and 2019, the weighted average effective borrowing rate on our unsecured senior notes was 5.0% and 4.9%, respectively. The effective borrowing rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on the Convertible Notes, the initial value of which reduced the balance of the notes.

Refer to Note 10 of our Condensed Consolidated Financial Statements for further disclosure regarding the terms of our unsecured senior notes.

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Scheduled Principal Repayments on Investments and Overhang on Financing Facilities

The following scheduled and/or projected principal repayments on our investments were based on amounts outstanding and extended contractual maturities of those investments as of September 30, 2020. The projected and/or required repayments of financing were based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):

    

Scheduled Principal

   

Scheduled/Projected

   

Projected/Required

    

Scheduled Principal

 

Repayments on Loans

Principal Repayments

Repayments of

Inflows Net of

 

and HTM Securities

on RMBS and CMBS

Financing

Financing Outflows

 

Fourth Quarter 2020

 

365,971

 

11,541

 

(391,571)

(1)

(14,059)

First Quarter 2021

 

464,105

 

7,981

 

(1,268,191)

(2)

(796,105)

Second Quarter 2021

415,973

16,066

(83,194)

348,845

Third Quarter 2021

146,337

6,803

(151,131)

2,009

Total

$

1,392,386

$

42,391

$

(1,894,087)

$

(459,310)

(1)$277.5 million represents borrowings with the FHLB associated with our residential loans, most of which are intended for securitization. The FHLB facility matures in February 2021.  We intend to transition any loans not already securitized to alternate facilities beginning later this year.

(2)$500.0 million represents the maturity of our 2021 Senior Notes, which we intend to repay with proceeds from corporate debt issuances subsequent to September 30, 2020 (see Note 23 to the Condensed Consolidated Financial Statements). $342.0 million represents borrowings with the FHLB associated with our residential loans, which will be repaid with securitization proceeds or alternative financing lines (see Note 1 above).

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

Issuances of Equity Securities

We may raise funds through capital market transactions by issuing capital stock. There can be no assurance, however, that we will be able to access the capital markets at any particular time or on any particular terms. We have authorized 100,000,000 shares of preferred stock and 500,000,000 shares of common stock. At September 30, 2020, we had 100,000,000 shares of preferred stock available for issuance and 215,318,234 shares of common stock available for issuance.

Other Potential Sources of Financing

In the future, we may also use other sources of financing to fund the acquisition of our target assets, including other secured as well as unsecured forms of borrowing and sale of senior loan interests and other assets.

Repurchases of Equity Securities and Convertible Senior Notes

In February 2020, our board of directors authorized the repurchase of up to $400.0 million of our outstanding common shares and convertible senior notes over a period of one year. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases are discretionary and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. During the nine months ended September 30, 2020, we repurchased $28.8 million of common stock and no convertible senior notes under the repurchase program. As of September 30, 2020, we have $371.2 million of remaining capacity to repurchase common stock and/or convertible senior notes under the repurchase program.

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Off-Balance Sheet Arrangements

We have relationships with unconsolidated entities and financial partnerships, such as entities often referred to as VIEs. Our maximum risk of loss associated with our involvement in VIEs is limited to the carrying value of our investment in the entity and any unfunded capital commitments. Refer to Note 14 of the Condensed Consolidated Financial Statements for further discussion.

Dividends

U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. We generally intend to distribute substantially all of our taxable income (which does not necessarily equal our GAAP net income) to our stockholders each year, if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating and debt service requirements. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. Refer to our Form 10-K for a detailed dividend history.

The Company’s board of directors declared the following dividends during the nine months ended September 30, 2020:

Declare Date

    

Record Date

    

Payment Date

    

Amount

    

Frequency

9/16/20

9/30/20

10/15/20

$

0.48

Quarterly

6/16/20

6/30/20

7/15/20

$

0.48

Quarterly

2/25/20

3/31/20

4/15/20

$

0.48

Quarterly

Leverage Policies

Our strategies with regards to use of leverage have not changed significantly since December 31, 2019. Refer to our Form 10-K for a description of our strategies regarding use of leverage.

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Contractual Obligations and Commitments

Contractual obligations as of September 30, 2020 are as follows (amounts in thousands):

    

    

Less than

    

    

    

More than

 

Total

1 year

1 to 3 years

3 to 5 years

5 years

 

Secured financings (a)

$

9,702,162

$

1,122,893

(b)

$

1,022,114

$

4,532,587

$

3,024,568

Collateralized loan obligations

936,375

936,375

Unsecured senior notes

 

1,950,000

 

500,000

 

950,000

 

500,000

 

Loan and preferred equity interest funding commitments (c)

 

1,630,823

 

1,125,780

 

485,886

 

19,157

 

Infrastructure Lending Segment commitments (d)

241,646

202,786

38,860

Future lease commitments

 

31,324

 

7,163

 

4,741

 

3,529

 

15,891

Total

$

14,492,330

$

2,958,622

$

2,501,601

$

5,055,273

$

3,976,834

(a)Represents the contractual maturity of the respective credit facility, inclusive of available extension options.  If investments that have been pledged as collateral repay earlier than the contractual maturity of the debt, the related portion of the debt would likewise require earlier repayment. Refer to Note 9 to the Condensed Consolidated Financial Statements for the expected maturities by year.

(b)$619.5 million represents borrowings with the FHLB associated with our residential loans, most of which are intended for securitization. The FHLB facility matures in February 2021.  We intend to transition any loans not already securitized to alternate facilities beginning later this year. $400.9 million represents borrowings under certain securities repurchase facilities that carry a rolling term.

(c)Excludes $156.1 million of loan funding commitments in which management projects the Company will not be obligated to fund in the future due to repayments made by the borrower earlier than, or in excess of, expectations.

(d)Represents contractual commitments of $146.2 million under revolvers and letters of credit and $95.4 million under delayed draw term loans.

The table above does not include interest payable, amounts due under our management agreement, amounts due under our derivative agreements or amounts due under guarantees as those contracts do not have fixed and determinable payments.

Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that all of the decisions and assessments upon which our financial statements are based were reasonable at the time made, based upon information available to us at that time. Refer to the section of our Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” for a full discussion of our critical accounting estimates. Except as set forth below, our critical accounting estimates have not materially changed since December 31, 2019.

Credit Losses

Loans and Debt Securities Measured at Amortized Cost

As discussed in Note 2 to the Condensed Consolidated Financial Statements, ASC 326, Financial Instruments – Credit Losses, became effective for the Company on January 1, 2020. ASC 326 mandates the use of a current expected credit loss model (“CECL”) for estimating future credit losses of certain financial instruments measured at amortized cost, instead of the “incurred loss” credit model previously required under GAAP. The CECL model requires the

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consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event under the previous “incurred loss” methodology. The CECL model applies to our loans held-for-investment (“HFI”) and our held-to-maturity (“HTM”) debt securities which are carried at amortized cost, including future funding commitments and accrued interest receivable related to those loans and securities.

As we do not have a history of realized credit losses on our HFI loans and HTM securities, we have subscribed to third party database services to provide us with historical industry losses for both commercial real estate and infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios. Such determination also incorporates significant assumptions and estimates regarding, among other things, prepayments, future fundings and economic forecasts. See Note 4 to the Condensed Consolidated Financial Statements for further discussion of our methodologies.

We also evaluate each loan and security measured at amortized cost for credit deterioration at least quarterly. Credit deterioration 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 or security. If a loan or security is considered to be credit deteriorated, we depart from the industry loss rate approach described above and determine the credit loss allowance as any excess of the amortized cost basis of the loan or security over (i) the present value of expected future cash flows discounted at the contractual effective interest rate or (ii) the fair value of the collateral, if repayment is expected solely from the collateral.

Significant judgment is required when estimating future credit losses; therefore, actual results over time could be materially different. As of September 30, 2020, we held $11.3 billion of loans and HTM securities measured at amortized cost with expected future funding commitments of $1.7 billion. We recognized a net credit loss reversal of $3.6 million and a provision of $55.3 million during the three and nine months ended September 30, 2020, respectively, and the related credit loss allowance was $122.9 million as of September 30, 2020.

Available-for-Sale Debt Securities

Separate provisions of ASC 326 apply to our available-for-sale (“AFS”) debt securities which are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (“AOCI”). We are required to establish an initial credit loss allowance for those securities that are purchased with credit deterioration by grossing up the amortized cost basis of each security and providing an offsetting credit loss allowance for the difference between expected cash flows and contractual cash flows, both on a present value basis.

Subsequently, cumulative adverse changes in expected cash flows on our available-for-sale debt securities are recognized currently as an increase to the credit loss allowance. However, the allowance is limited to the amount by which the AFS debt security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a decrease to the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a prospective yield adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that is attributable solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a prospective yield adjustment.

Significant judgment is required when estimating expected cash flows used in determining the credit loss allowance for AFS debt securities; therefore, actual results over time could be materially different. As of September 30, 2020, we held $170.3 million of AFS debt securities. We did not recognize any provision for credit losses with respect to our AFS debt securities during the three and nine months ended September 30, 2020 and there was no related credit loss allowance as of September 30, 2020.

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Item 3.   Quantitative and Qualitative Disclosures About Market Risk

We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake. Our strategies for managing risk and our exposure to such risks, as described in Item 7A of our Form 10-K, have not changed materially since December 31, 2019 except as described below. However, many of those risks have been magnified due to the continuing economic disruptions caused by the COVID-19 pandemic.

Credit Risk

Our loans and investments are subject to credit risk. The performance and value of our loans and investments depend upon the owners’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our asset management team reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

We seek to further manage credit risk associated with our Investing and Servicing Segment loans held-for-sale through the purchase of credit index instruments. The following table presents our credit index instruments as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

Face Value of

    

Aggregate Notional Value of

    

Number of

Loans Held-for-Sale

Credit Index Instruments

Credit Index Instruments

September 30, 2020

$

266,370

$

69,000

 

4

December 31, 2019

$

160,635

$

89,000

 

5

The COVID-19 pandemic has significantly impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in construction and development and infrastructure projects currently planned or underway. These negative conditions have continued, and may continue into the future and impair our borrowers’ ability to pay principal and interest due to us under our loan agreements and our tenants’ ability to pay rent under various lease arrangements.

As discussed above, our asset management team reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. We have utilized these relationships to address the potential impacts of the COVID-19 pandemic to the assets which secure our loans, particularly hospitality assets. Some of our borrowers have indicated that due to the impact of the COVID-19 pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences which have led to cash flow pressures at the underlying properties. In some cases, these borrowers have requested temporary interest deferral or forbearance, or other modifications of their loans.

Discussions we have had with our borrowers and tenants have addressed potential near-term defensive loan or lease modifications, which could include repurposing of reserves, temporary deferrals of interest, or performance test or covenant waivers on loans collateralized by assets directly impacted by the COVID-19 pandemic.

As discussed above, we have granted loan modifications to certain of our borrowers. Although we continue to believe that the principal amounts of our assets are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.

Capital Market Risk

We are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other debt

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instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing and terms of capital we raise.

The COVID-19 pandemic has also resulted in extreme volatility in a variety of global markets, including the real estate-related debt markets. We may receive margin calls from our lenders as a result of the decline in the market value of the loans or other assets pledged by us to our lenders under our repurchase agreements and warehouse credit facilities, and if we fail to resolve such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies including demanding payment by us of our aggregate outstanding financing obligations and/or taking ownership of the loans or other assets securing the applicable obligations.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our investments and the related financing obligations. In general, we seek to match the interest rate characteristics of our investments with the interest rate characteristics of any related financing obligations such as repurchase agreements, bank credit facilities, term loans, revolving facilities and securitizations. In instances where the interest rate characteristics of an investment and the related financing obligation are not matched, we mitigate such interest rate risk through the utilization of interest rate derivatives of the same duration. The following table presents financial instruments where we have utilized interest rate derivatives to hedge interest rate risk and the related interest rate derivatives as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

    

Aggregate Notional

    

 

Face Value of

Value of Interest

Number of Interest

 

Hedged Instruments

Rate Derivatives

Rate Derivatives

 

Instrument hedged as of September 30, 2020

Loans held-for-sale

1,008,476

566,400

 

47

RMBS, available-for-sale

 

260,260

 

421,000

 

4

CMBS, fair value option

130,934

71,000

2

HTM debt securities

17,082

17,082

1

Secured financing agreements

 

925,317

1,631,573

 

24

Unsecured senior notes

 

1,000,000

970,000

 

2

$

3,342,069

$

3,677,055

 

80

Instrument hedged as of December 31, 2019

Loans held-for-investment, residential

$

654,925

$

169,200

 

8

Loans held-for-sale

747,779

344,900

 

24

RMBS, available-for-sale

 

278,853

 

85,000

 

2

HTM debt securities

18,784

18,784

1

Secured financing agreements

 

693,496

1,423,881

 

14

Unsecured senior notes

 

1,000,000

970,000

 

2

$

3,393,837

$

3,011,765

 

51

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The following table summarizes the estimated annual change in net investment income for our variable rate investments and our variable rate debt assuming increases or decreases in LIBOR or other applicable index rates and adjusted for the effects of our interest rate hedging activities (amounts in thousands, except per share data):

 

Variable rate

    

    

    

    

investments and

1.0%

0.5%

0.5%

1.0%

Income (Expense) Subject to Interest Rate Sensitivity

indebtedness (1)

Increase

Increase

Decrease

Decrease

Investment income from variable rate investments

$

10,562,374

$

40,504

$

16,251

$

(4,176)

$

(4,303)

Interest expense from variable rate debt, net of interest rate derivatives

 

(7,266,674)

 

(78,864)

 

(38,941)

 

11,425

 

12,724

Net investment income from variable rate instruments

$

3,295,700

$

(38,360)

$

(22,690)

$

7,249

$

8,421

Impact per diluted shares outstanding

$

(0.13)

$

(0.08)

$

0.03

$

0.03

(1)Includes the notional value of interest rate derivatives.

LIBOR Transition Risk

In July 2017, the United Kingdom’s Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. There is currently no certainty regarding the future utilization of LIBOR or of any particular replacement rate (although the secured overnight financing rate has been proposed as an alternative to U.S.-dollar LIBOR). As indicated in the Interest Rate Risk section above, a substantial portion of our loans, investment securities, borrowings and interest rate derivatives are indexed to LIBOR or similar reference rates. Market participants anticipate that financial instruments tied to LIBOR will require transition to an alternative reference rate if LIBOR is no longer available. Our LIBOR-based loan agreements and borrowing arrangements generally specify alternative reference rates such as the prime rate and federal funds rate, respectively. The potential effect of the discontinuation of LIBOR on our interest income and expense cannot yet be determined and any changes to benchmark interest rates could increase our financing costs and/or result in mismatches between the interest rates of our investments and the corresponding financings.

Foreign Currency Risk

We intend to hedge our currency exposures in a prudent manner. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments, and/or unequal, inaccurate, or unavailable hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Consistent with our strategy of hedging foreign currency exposure on certain investments, we typically enter into a series of forwards to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income, rental income and principal payments) we expect to receive from our foreign currency denominated investments. Accordingly, the notional values and expiration dates of our foreign currency hedges approximate the amounts and timing of future payments we expect to receive on the related investments.

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The following table represents our current currency hedge exposure as it relates to our investments denominated in foreign currencies, along with the aggregate notional amount of the hedges in place (amounts in thousands except for number of contracts) using the September 30, 2020 GBP closing rate of 1.2916, EUR closing rate of 1.1722 and AUD closing rate of 0.7161.

Carrying Value of Net Investment

Local Currency

Number of
Foreign Exchange Contracts

Aggregate Notional Value of Hedges Applied

Expiration Range of Contracts

$

78,924

AUD

12

$

86,564

November 2021

18,356

GBP

9

27,287

October 2020 – December 2023

24,346

EUR

124

22,581

October 2020 – October 2021

29,805

GBP

1

36,727

July 2023

79,284

GBP

22

83,212

October 2020 – January 2022

59,075

EUR

39

64,005

November 2020 – March 2023

28,275

EUR

48

31,555

November 2020 – August 2022

109,658

GBP

20

119,540

October 2020 – January 2024

73,481

GBP

16

60,557

April 2021

5,794

EUR

8

7,191

November 2020 – July 2022

11,692

GBP

8

14,479

November 2020 – July 2022

76

AUD

1

4,055

August 2021

24,478

EUR

24

31,434

November 2020 – June 2023

39,553

EUR

11

60,752

November 2020 – November 2022

40,834

EUR

21

50,374

December 2020 – November 2025

11,074

EUR

7

14,954

November 2020-November 2023

46,268

GBP

17

61,098

November 2020-May 2024

57,681

GBP

20

67,135

November 2020 – November 2021

11,217

EUR

8

13,068

June 2022

10,058

GBP

7

12,956

December 2020 – April 2022

$

759,929

423

$

869,524

Real Estate Risk

The market values of commercial and residential mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, the impacts of the COVID-19 pandemic discussed above, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.

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Item 4.    Controls and Procedures.

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting. No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1.    Legal Proceedings.

Currently, no material legal proceedings are pending or, to our knowledge, threatened or contemplated against us, that could have a material adverse effect on our business, financial position or results of operations.

Item 1A.    Risk Factors.

Except as set forth below, there have been no material changes to the risk factors previously disclosed in our Form 10-K.

Risks Related to Our Company

The global COVID-19 pandemic is having, and will likely continue to have, an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the borrowers underlying our real estate-related assets and tenants of our owned properties. We are unable to predict the extent to which the pandemic and related impacts will continue to adversely impact our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders.

Our operations and financial performance have been negatively impacted by the COVID-19 pandemic that has caused, and is expected to continue to cause, the global slowdown of economic activity and significant volatility and disruption of financial markets. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders, remains uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including quarantine and “stay-at-home” orders, restrictions on travel and transport, school closures, limits on the operations of non-essential businesses and other workforce pressures); the impact of the pandemic, and actions taken in response thereto, on global and regional economies and economic activity, including concerns regarding additional surges of the pandemic or the expansion of the economic impact thereof as a result of certain jurisdictions “re-opening” or otherwise lifting certain restrictions prematurely; the availability of U.S. federal, state, local or non-U.S. funding programs aimed at supporting the economy during the COVID 19-pandemic, including uncertainties regarding the potential implementation of new or extended programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.

The COVID-19 pandemic and “stay-at-home” and other measures implemented to prevent its spread and any extended period of economic slowdown or recession could have a material adverse effect on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders, among other matters. We expect that these adverse effects are likely to continue as long as the outbreak persists and potentially even longer. Although it is difficult to predict the magnitude of the business and economic implications, the COVID-19 outbreak could affect us in various ways, including, among other factors:

the decline in the value of commercial and residential real estate, which negatively impacts the value of our investments, potentially materially.
the negative impact on the financial stability of borrowers underlying our real estate-related assets and infrastructure loans, which is expected to increase significantly the number of borrowers who become delinquent or default on their loans, or who seek to defer payment on, or refinance, their loans. Assets relating to certain property types are more likely to experience particular stress as a result of the impact of COVID-19, including in particular assets secured by hotel, multifamily and retail properties. The borrowers underlying these assets, and the tenants at such properties, are facing operational and financial hardships resulting from the

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spread of COVID-19 and related governmental measures. For example, certain of the hotel and retail properties securing our assets were or continue to be required to temporarily close or limit their operations significantly as a result of COVID-19 and related governmental measures, which has had a material adverse effect on the businesses of the applicable borrowers. If the disruptions caused by the COVID-19 pandemic continue and the restrictions put in place are not lifted, the businesses of such borrowers, and the tenants at such properties, could continue to suffer materially or such borrowers and tenants could become insolvent.

We have been engaged in discussions with our borrowers, some of whom have indicated that, due to the impact of the  COVID-19 pandemic, they have been unable to timely execute their business plans, have had to temporarily close their businesses or have experienced other negative business consequences and have requested or indicated that they will be requesting interest or principal deferral or other modifications of their loans. We therefore anticipate more frequent modifications of our loans and potentially instances of default or foreclosure on assets underlying our loans.

To the extent that borrowers that have been negatively impacted by the COVID-19 pandemic do not timely remit payments of principal and interest relating to their respective real estate-related assets, the value of such assets will likely be impaired, potentially materially. Failure to receive interest when due may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a timely basis.

we may receive margin calls from our lenders as a result of the decline in the market value of the loans or other assets pledged by us to our lenders under our repurchase agreements and warehouse credit facilities, and if we fail to resolve such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies including demanding payment by us of our aggregate outstanding financing obligations and/or taking ownership of the loans or other assets securing the applicable obligations.  We may not have the funds available to repay such financing obligations, and we may be unable to raise the funds from alternative sources on favorable terms or at all. Forced sales of the loans or other assets that secure our financing obligations in order to pay outstanding financing obligations may be on terms less favorable to us than might otherwise be available in a regularly functioning market and could result in deficiency judgments and other claims against us.
the adverse effect on the financial stability of the tenants in the retail and multifamily properties that we own, which is expected to negatively impact the ability of such tenants to make their rental payments to us on a timely basis or at all. To the extent the number of tenants who are unable to make timely rental payments to us increases significantly, the value of these property investments will likely be impaired, potentially materially. In addition, as a result of the foregoing, these properties may not generate sufficient funds to pay principal and interest on the mortgage loans secured by such properties or may otherwise fail to satisfy financial covenants applicable under the terms of such loans. In this regard, we may enter into agreements with certain of our tenants to allow, among other items, for a deferral of some portion of the rent owed to us for an agreed-upon period of time. Failure to receive rent when due may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a timely basis.
if we fail to meet or satisfy any of the covenants in our repurchase agreements, warehouse credit facilities or other financing arrangements as a result of the impact of the COVID-19 pandemic, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral.
as a result of the decline in the market value of the loans in our collateralized loan obligation (the “CLO”), we may not meet certain interest coverage tests, overcollateralization coverage tests or other tests that could result in a change in the priority of distributions, which could result in the reduction or elimination of distributions to the subordinate debt and equity tranches we own until the tests have been met or certain senior classes of securities have been paid in full. Accordingly, we may experience a reduction in our cash flow from those interests which may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a timely basis.

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difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which may adversely affect our access to capital necessary to fund our operations or address maturing liabilities on a timely basis, as well as the ability of borrowers underlying our real estate-related assets and infrastructure loans, or of tenants of the properties we own, to meet their obligations to us.

The adverse impact of the COVID-19 pandemic could adversely affect our liquidity position and could limit our ability to grow our business and fully execute our business strategy. We expect to preserve and build our liquidity to best position the Company to weather near-term market uncertainty, satisfy our loan future funding and financing obligations and to potentially make opportunistic new investments, which will cause us to take some or all of the following actions: raise capital from offerings of securities, borrow additional capital, sell assets, pay our management and incentive fees in shares of our common stock (as was done for the quarter ended March 31, 2020) and/or change our dividend practice, including by reducing the amount of, or temporarily suspending, our future dividends or paying our future dividends in kind for some period of time.

uncertainties created by the COVID-19 pandemic may make it difficult to estimate provisions for loan losses.
a general decline in business activity and demand for mortgage financing, servicing and other real estate and real estate-related transactions, which could adversely affect our ability to source attractive investments or to redeploy the proceeds from repayments of our existing investments.
temporary, prolonged or permanent changes involving our investment activities; to the extent we elect or are required to limit or be more selective in making investments, we may strain our relationships or reputation with borrowers, business partners and counterparties, breach actual or perceived obligations to them, or be subject to litigation and claims from such borrowers, business partners and counterparties.
prolonged closures of, or other operational issues at, properties that secure our investments, or properties that we own.
the long-term impact on the market for office properties in the event a significant number of businesses determine to continue to utilize large-scale work-from-home policies as the COVID-19 pandemic continues and thereafter.
government-mandated moratoriums on the construction, development or redevelopment of properties underlying our construction or rehabilitation loans, or with respect to infrastructure projects, may prevent the completion, on a timely basis or at all, of such projects. The repayment of construction or rehabilitation loans often depends on the borrower’s ability to secure permanent “take-out” financing, which requires the successful completion of construction and stabilization of the project, or operation of the property with an income stream sufficient to meet operating expenses. Similarly, because the loan structure for project finance relies primarily on the underlying project’s cash flows for repayment, the ability of the project company to repay a project finance loan is dependent upon the successful development, construction and/or operation of such project rather than upon the existence of independent income or assets of the project company.  Accordingly, if a project cannot be completed on a timely basis or at all as a result of the COVID-19 pandemic and related governmental measures, the ability to repay the applicable loan will likely be impaired. In addition, certain of such projects may rely on tax credits which may be available only if construction is completed by certain deadlines, which may not be met because of such moratoriums.

To the extent the COVID-19 pandemic adversely affects our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders, it may also have the effect of heightening many of the other risks described in the Form 10-K under the heading “Risk Factors.”

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Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of securities during the three months ended September 30, 2020.

Issuer Purchases of Equity Securities

There were no purchases of common stock during the three months ended September 30, 2020.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    Mine Safety Disclosures.

Not applicable.

Item 5.    Other Information.

None.

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Item 6.  Exhibits.

(a)

Index to Exhibits

INDEX TO EXHIBITS

Exhibit No.

Description

31.1

Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2

Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

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101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

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104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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 thereunto duly authorized.

STARWOOD PROPERTY TRUST, INC.

Date: November 5, 2020

By:

/s/ BARRY S. STERNLICHT

Barry S. Sternlicht
Chief Executive Officer
Principal Executive Officer

Date: November 5, 2020

By:

/s/ RINA PANIRY

Rina Paniry
Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer

116

Exhibit 31.1

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Barry S. Sternlicht, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Starwood Property Trust, Inc. for the period ended September 30, 2020;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2020

/s/ BARRY S. STERNLICHT

Barry S. Sternlicht

Chief Executive Officer


Exhibit 31.2

Certification Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Rina Paniry, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Starwood Property Trust, Inc. for the period ended September 30, 2020;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2020

/s/ RINA PANIRY

Rina Paniry

Chief Financial Officer


Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with Starwood Property Trust, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2020 (the “Report”), I, Barry S. Sternlicht, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2020

/s/ BARRY S. STERNLICHT

Barry S. Sternlicht

Chief Executive Officer


Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with Starwood Property Trust, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended September 30, 2020 (the “Report”), I, Rina Paniry, do hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 5, 2020

/s/ RINA PANIRY

Rina Paniry

Chief Financial Officer


v3.20.2
Document and Entity Information - shares
9 Months Ended
Sep. 30, 2020
Oct. 30, 2020
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2020  
Entity File Number 001-34436  
Entity Registrant Name Starwood Property Trust, Inc.  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 27-0247747  
Entity Address, Address Line One 591 West Putnam Avenue  
Entity Address, City or Town Greenwich  
Entity Address, State or Province CT  
Entity Address, Postal Zip Code 06830  
City Area Code 203  
Local Phone Number 422-7700  
Title of 12(b) Security Common stock, $0.01 par value per share  
Trading Symbol STWD  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   284,687,634
Entity Central Index Key 0001465128  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Assets:    
Cash and cash equivalents $ 379,870 $ 478,388
Restricted cash 131,336 95,643
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value) 10,918,652 10,586,074
Loans held-for-sale ($1,012,673 and $764,622 held at fair value) 1,012,673 884,150
Investment securities, net of credit loss allowances of $6,425 and $0 ($203,816 and $239,600 held at fair value) 745,113 810,238
Properties, net 2,207,822 2,266,440
Intangible assets ($14,589 and $16,917 held at fair value) 74,139 85,700
Investment in unconsolidated entities 104,384 84,329
Goodwill 259,846 259,846
Derivative assets 64,825 28,943
Accrued interest receivable 78,030 64,087
Other assets 163,474 211,323
Total Assets 80,617,639 78,042,336
Liabilities:    
Accounts payable, accrued expenses and other liabilities 201,491 212,006
Related-party payable 22,096 40,925
Dividends payable 138,264 137,427
Derivative liabilities 13,452 8,740
Secured financing agreements, net 9,615,892 8,906,048
Collateralized loan obligations, net 929,931 928,060
Unsecured senior notes, net 1,934,555 1,928,622
Total Liabilities 75,731,946 72,905,322
Commitments and contingencies (Note 21)
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, 291,787,327 issued and 284,681,766 outstanding as of September 30, 2020 and 287,380,891 issued and 282,200,751 outstanding as of December 31, 2019 2,918 2,874
Additional paid-in capital 5,200,716 5,132,532
Treasury stock (7,105,561 shares and 5,180,140 shares) (133,024) (104,194)
Accumulated other comprehensive income 42,285 50,932
Accumulated deficit (599,014) (381,719)
Total Starwood Property Trust, Inc. Stockholders' Equity 4,513,881 4,700,425
Non-controlling interests in consolidated subsidiaries 371,812 436,589
Total Equity 4,885,693 5,137,014
Total Liabilities and Equity 80,617,639 78,042,336
Primary beneficiary    
Assets:    
Total Assets 64,477,475 62,187,175
Liabilities:    
Total Liabilities $ 62,876,265 $ 60,743,494
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Loans held-for-investment, net, credit loss allowances $ 109,747 $ 33,611
Loans held-for-investment, net, held at fair value 256,407 671,572
Loans-held-for-sale, held at fair value 1,012,673 764,622
Investment securities, net, credit loss allowances 6,425 0
Investment securities held at fair value 203,817 239,600
Intangible assets held at fair value $ 14,589 $ 16,917
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized 100,000,000 100,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 291,787,327 287,380,891
Common stock, shares outstanding 284,681,766 282,200,751
Treasury stock, shares 7,105,561 5,180,140
Total Assets $ 80,617,639 $ 78,042,336
Total Liabilities 75,731,946 72,905,322
Total loans held-for-investment    
Loans held-for-investment, net, credit loss allowances 109,747 33,415
Collateralized Loan Obligation    
Total Assets 1,100,000 1,100,000
Total Liabilities $ 900,000 $ 900,000
v3.20.2
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Revenues:        
Interest income from loans $ 169,404 $ 172,030 $ 557,934 $ 546,912
Interest income from investment securities 12,186 16,676 42,070 56,853
Servicing fees 9,548 14,333 20,999 47,774
Rental income 75,978 84,654 222,834 255,784
Other revenues 311 637 1,756 2,668
Total revenues 267,427 288,330 845,593 909,991
Costs and expenses:        
Management fees 23,127 30,238 86,970 76,227
Interest expense 95,981 123,156 317,499 387,954
General and administrative 39,478 39,766 110,857 112,274
Acquisition and investment pursuit costs 884 163 3,383 579
Costs of rental operations 29,522 31,568 87,368 91,874
Depreciation and amortization 23,581 28,269 70,982 86,075
Credit loss provision, net (3,587) (39) 55,284 3,242
Other expense 172 123 662 1,777
Total costs and expenses 209,158 253,244 733,005 760,002
Other income (loss):        
Change in net assets related to consolidated VIEs 58,585 61,767 64,353 164,761
Change in fair value of servicing rights 634 (625) (2,328) (2,308)
Change in fair value of investment securities, net (199) 266 3,132 995
Change in fair value of mortgage loans, net 61,384 32,521 79,700 65,678
Earnings (loss) from unconsolidated entities 3,192 2,747 32,065 (31,636)
Gain on sale of investments and other assets, net   21,157 6,768 28,157
(Loss) gain on derivative financial instruments, net (28,097) 21,933 (34,485) 19,694
Foreign currency gain (loss), net 25,452 (15,664) (1,861) (17,134)
Loss on extinguishment of debt   (4,624) (2,377) (10,738)
Other income (loss), net 357 (50) 687 (123)
Total other income 121,308 119,428 145,654 217,346
Income before income taxes 179,577 154,514 258,242 367,335
Income tax provision (14,843) (4,513) (6,816) (8,380)
Net income 164,734 150,001 251,426 358,955
Net income attributable to non-controlling interests (12,900) (9,605) (26,705) (21,160)
Net income attributable to Starwood Property Trust, Inc. $ 151,834 $ 140,396 $ 224,721 $ 337,795
Earnings per share data attributable to Starwood Property Trust, Inc.:        
Basic (in dollars per share) $ 0.53 $ 0.50 $ 0.79 $ 1.20
Diluted (in dollars per share) $ 0.52 $ 0.49 $ 0.79 $ 1.19
v3.20.2
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Consolidated Statements of Comprehensive Income        
Net income $ 164,734 $ 150,001 $ 251,426 $ 358,955
Other comprehensive loss (net change by component):        
Available-for-sale securities (581) (579) (8,647) (1,045)
Foreign currency translation   (4,168)   (5,238)
Other comprehensive loss (581) (4,747) (8,647) (6,283)
Comprehensive income 164,153 145,254 242,779 352,672
Less: Comprehensive income attributable to non-controlling interests (12,900) (9,605) (26,705) (21,160)
Comprehensive income attributable to Starwood Property Trust, Inc. $ 151,253 $ 135,649 $ 216,074 $ 331,512
v3.20.2
Condensed Consolidated Statements of Equity
$ in Thousands
Total Starwood Property Trust, Inc. Stockholders' Equity
Cumulative Effect, Period of Adoption, Adjustment
USD ($)
Total Starwood Property Trust, Inc. Stockholders' Equity
USD ($)
Common stock
USD ($)
shares
Additional Paid-In Capital
USD ($)
Treasury Stock
USD ($)
shares
Accumulated Deficit
Cumulative Effect, Period of Adoption, Adjustment
USD ($)
Accumulated Deficit
USD ($)
Accumulated Other Comprehensive Income
USD ($)
Non-Controlling Interests
USD ($)
Cumulative Effect, Period of Adoption, Adjustment
USD ($)
USD ($)
shares
Balance at Dec. 31, 2018   $ 4,603,432 $ 2,808 $ 4,995,156 $ (104,194)   $ (348,998) $ 58,660 $ 296,757   $ 4,900,189
Balance (in shares) at Dec. 31, 2018 | shares     280,839,692   5,180,140            
Increase (Decrease) in Stockholders' Equity                      
Proceeds from DRIP Plan   632   632             632
Proceeds from DRIP Plan (in shares) | shares     27,887                
Redemption of Class A Units   21,070 $ 10 21,060         (21,070)   21,070
Redemption of Class A Units (in shares) | shares     974,176                
Equity offering costs   (27)   (27)             (27)
Conversion of 2019 Convertible Notes   67,562 $ 36 67,526             67,562
Conversion of 2019 Convertible Notes (Shares) | shares     3,611,918                
Share-based compensation   26,364 $ 12 26,352             26,364
Share-based compensation (in shares) | shares     1,168,123                
Manager fees paid in stock   10,977 $ 5 10,972             10,977
Manager fee paid in stock (in shares) | shares     495,363                
Net income   337,795         337,795   21,160   358,955
Dividends declared   (406,326)         (406,326)       (406,326)
Other comprehensive loss, net   (6,283)           (6,283)     (6,283)
VIE non-controlling interests                 (2,792)   (2,792)
Contributions from non-controlling interests                 5,294   5,294
Distributions to non-controlling interests                 (41,531)   (41,531)
Balance at Sep. 30, 2019   4,655,196 $ 2,871 5,121,671 $ (104,194)   (417,529) 52,377 257,818   4,913,014
Balance (in shares) at Sep. 30, 2019 | shares     287,117,159   5,180,140            
Balance at Jun. 30, 2019   4,637,707 $ 2,864 5,103,771 $ (104,194)   (421,858) 57,124 265,544   4,903,251
Balance (in shares) at Jun. 30, 2019 | shares     286,451,361   5,180,140            
Increase (Decrease) in Stockholders' Equity                      
Proceeds from DRIP Plan   253   253             253
Proceeds from DRIP Plan (in shares) | shares     10,751                
Redemption of Class A Units   4,697 $ 2 4,695         (4,697)    
Redemption of Class A Units (in shares) | shares     219,831                
Equity offering costs   (19)   (19)             (19)
Share-based compensation   12,976 $ 5 12,971             12,976
Share-based compensation (in shares) | shares     435,216                
Net income   140,396         140,396   9,605   150,001
Dividends declared   (136,067)         (136,067)       (136,067)
Other comprehensive loss, net   (4,747)           (4,747)     (4,747)
VIE non-controlling interests                 (2,615)   (2,615)
Contributions from non-controlling interests                 658   658
Distributions to non-controlling interests                 (10,677)   (10,677)
Balance at Sep. 30, 2019   4,655,196 $ 2,871 5,121,671 $ (104,194)   (417,529) 52,377 257,818   4,913,014
Balance (in shares) at Sep. 30, 2019 | shares     287,117,159   5,180,140            
Balance at Dec. 31, 2019 $ (32,286) 4,700,425 $ 2,874 5,132,532 $ (104,194) $ (32,286) (381,719) 50,932 436,589 $ (32,286) $ 5,137,014
Balance (in shares) at Dec. 31, 2019 | shares     287,380,891   5,180,140           287,380,891
Increase (Decrease) in Stockholders' Equity                      
Proceeds from DRIP Plan   890 $ 1 889             $ 890
Proceeds from DRIP Plan (in shares) | shares     59,340                
Redemption of Class A Units   8,956 $ 4 8,952         (10,241)   (1,285)
Redemption of Class A Units (in shares)     409,712                
Redemption of Class A Units                     8,538
Equity offering costs   (69)   (69)             (69)
Common stock repurchased   (28,830)     $ (28,830)           $ (28,830)
Common stock repurchased (in shares) | shares         1,925,421           1,925,421
Share-based compensation   22,405 $ 15 22,390             $ 22,405
Share-based compensation (in shares) | shares     1,516,152                
Manager fees paid in stock   36,046 $ 24 36,022             36,046
Manager fee paid in stock (in shares) | shares     2,421,232                
Net income   224,721         224,721   26,705   251,426
Dividends declared   (409,730)         (409,730)       (409,730)
Other comprehensive loss, net   (8,647)           (8,647)     (8,647)
VIE non-controlling interests                 (2,177)   (2,177)
Contributions from non-controlling interests                 9,657   9,657
Distributions to non-controlling interests                 (88,721)   (88,721)
Balance at Sep. 30, 2020   4,513,881 $ 2,918 5,200,716 $ (133,024)   (599,014) 42,285 371,812   $ 4,885,693
Balance (in shares) at Sep. 30, 2020 | shares     291,787,327   7,105,561           291,787,327
Balance at Jun. 30, 2020   4,492,237 $ 2,916 5,193,572 $ (133,024)   (614,093) 42,866 372,559   $ 4,864,796
Balance (in shares) at Jun. 30, 2020 | shares     291,573,083   7,105,561            
Increase (Decrease) in Stockholders' Equity                      
Proceeds from DRIP Plan   521 $ 1 520             521
Proceeds from DRIP Plan (in shares) | shares     34,309                
Redemption of Class A Units   418   418         (1,703)   (1,285)
Equity offering costs   (54)   (54)             (54)
Share-based compensation   6,261 $ 1 6,260             6,261
Share-based compensation (in shares) | shares     179,935                
Net income   151,834         151,834   12,900   164,734
Dividends declared   (136,755)         (136,755)       (136,755)
Other comprehensive loss, net   (581)           (581)     (581)
VIE non-controlling interests                 12   12
Contributions from non-controlling interests                 251   251
Distributions to non-controlling interests                 (12,207)   (12,207)
Balance at Sep. 30, 2020   $ 4,513,881 $ 2,918 $ 5,200,716 $ (133,024)   $ (599,014) $ 42,285 $ 371,812   $ 4,885,693
Balance (in shares) at Sep. 30, 2020 | shares     291,787,327   7,105,561           291,787,327
v3.20.2
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Sep. 16, 2020
Jun. 16, 2020
Feb. 25, 2020
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Condensed Consolidated Statements of Equity              
Dividends declared per common share $ 0.48 $ 0.48 $ 0.48 $ 0.48 $ 0.48 $ 1.44 $ 1.44
v3.20.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Cash Flows from Operating Activities:          
Net income $ 164,734 $ 150,001 $ 251,426 $ 358,955  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Amortization of deferred financing costs, premiums and discounts on secured borrowings     29,996 25,942  
Amortization of discounts and deferred financing costs on unsecured senior notes     5,933 5,830  
Accretion of net discount on investment securities     (9,362) (10,338)  
Accretion of net deferred loan fees and discounts     (30,468) (24,193)  
Share-based compensation     22,405 26,364  
Manager fees paid in stock     36,046 10,977  
Change in fair value of investment securities 199 (266) (3,132) (995)  
Change in fair value of consolidated VIEs     41,008 (32,984)  
Change in fair value of servicing rights     2,328 2,308  
Change in fair value of loans (61,384) (32,521) (79,700) (65,678)  
Change in fair value of derivatives     41,146 (16,043)  
Foreign currency loss, net     1,861 17,134  
Gain on sale of investments and other assets     (6,768) (28,157)  
Impairment charges on properties and related intangibles       1,392  
Credit loss provision, net (3,587) (39) 55,284 3,242  
Depreciation and amortization     70,626 86,172  
(Earnings) loss from unconsolidated entities (3,192) (2,747) (32,065) 31,636  
Distributions of earnings from unconsolidated entities     2,334 9,730  
Loss on extinguishment of debt   4,624 2,377 10,738  
Origination and purchase of loans held-for-sale, net of principal collections     (1,725,341) (2,549,697)  
Proceeds from sale of loans held-for-sale     1,997,651 1,774,794  
Changes in operating assets and liabilities:          
Related-party payable, net     (18,829) (19,557)  
Accrued and capitalized interest receivable, less purchased interest     (121,923) (71,906)  
Other assets     3,007 (112,723)  
Accounts payable, accrued expenses and other liabilities     (9,691) (2,734)  
Net cash provided by (used in) operating activities     526,149 (569,791)  
Cash Flows from Investing Activities:          
Origination and purchase of loans held-for-investment     (2,368,931) (2,987,685)  
Proceeds from principal collections on loans     1,357,445 2,312,992  
Proceeds from loans sold     435,097 945,066  
Purchase and funding of investment securities     (22,408) (5,165)  
Proceeds from sales of investment securities     7,940 3,978  
Proceeds from principal collections on investment securities 17,478 45,857 67,957 118,892  
Proceeds from sales of real estate     23,805 52,336  
Purchases and additions to properties and other assets     (17,923) (22,977)  
Investment in unconsolidated entities     (3,133) (8,365)  
Proceeds from sale of interest in unconsolidated entities     10,313    
Distribution of capital from unconsolidated entities     2,485 12,455  
Payments for purchase or termination of derivatives     (76,270) (36,360)  
Proceeds from termination of derivatives     13,667 12,979  
Net cash (used in) provided by investing activities     (569,956) 398,146  
Cash Flows from Financing Activities:          
Proceeds from borrowings     4,935,556 6,084,209  
Principal repayments on and repurchases of borrowings     (4,221,999) (5,549,756)  
Payment of deferred financing costs     (17,978) (45,403)  
Proceeds from common stock issuances     511 632  
Payment of equity offering costs     (69) (27)  
Payment of dividends     (408,893) (402,519)  
Contributions from non-controlling interests     9,657 5,294  
Distributions to non-controlling interests     (90,006) (41,531)  
Purchase of treasury stock     (28,830)    
Issuance of debt of consolidated VIEs     24,376 149,949  
Repayment of debt of consolidated VIEs     (279,419) (158,315)  
Distributions of cash from consolidated VIEs     57,174 38,607  
Net cash (used in) provided by financing activities     (19,920) 81,140  
Net decrease in cash, cash equivalents and restricted cash     (63,727) (90,505)  
Cash, cash equivalents and restricted cash, beginning of period     574,031 487,865 $ 487,865
Effect of exchange rate changes on cash     902 (2,702)  
Cash, cash equivalents and restricted cash, end of period 511,206 394,658 511,206 394,658 $ 574,031
Supplemental disclosure of cash flow information:          
Cash paid for interest     284,855 367,291  
Income taxes paid     2,261 8,848  
Supplemental disclosure of non-cash investing and financing activities:          
Dividends declared, but not yet paid 138,737 $ 136,533 138,737 136,533  
Consolidation of VIEs (VIE asset/liability additions)     3,589,657 6,103,915  
Deconsolidation of VIEs (VIE asset/liability reductions)     7,652 341,186  
Reclassification of residential loans held-for-investment to held-for-sale     449,025    
Reclassification of residential and infrastructure loans held-for-sale to held-for-investment     104,327 340,948  
Loan principal collections temporarily held at master servicer     9,911    
Redemption of Class A Units $ (1,285)   8,538 21,070  
Unsettled common stock issuances     $ 379    
Settlement of 2019 Convertible Notes in shares       75,525  
Settlement of loans transferred as secured borrowings       74,692  
Net assets acquired through foreclosure       27,416  
Lease liabilities arising from obtaining right-of-use assets       9,626  
Net assets acquired from consolidated VIEs       $ 8,613  
v3.20.2
Business and Organization
9 Months Ended
Sep. 30, 2020
Business and Organization  
Business and Organization

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. We are focused primarily on originating, acquiring, financing and managing mortgage loans and other real estate investments in both the United States (“U.S.”) and Europe. 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 four reportable business segments as of September 30, 2020 and we refer to the investments within these segments as our target assets:

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-related debt investments in both the U.S. and Europe (including distressed or non-performing loans). Our residential mortgage loans are secured by a first mortgage lien on residential property and consist of non-agency residential mortgage loans that are not guaranteed by any U.S. Government agency or federally chartered corporation.

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties, including multifamily properties and commercial properties subject to net leases, that are held for investment.

Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works 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.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

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 by Mr. Sternlicht.

v3.20.2
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2020
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Balance Sheet Presentation of Securitization Variable Interest Entities

We operate investment businesses that acquire unrated, investment grade and non-investment grade rated CMBS and RMBS. 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 we often serve as the special servicer or servicing administrator of the trusts in which we invest, or we have the ability to remove and replace the special servicer without cause, 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 our business segments 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, 2019 (our “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and nine months ended September 30, 2020 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, (iii) became significant since December 31, 2019 due to a corporate action or increase in the significance of the underlying business activity or (iv) changed upon adoption of an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Variable Interest Entities

In addition to the securitization VIEs, we have financed a pool of our loans through a collateralized loan obligation (“CLO”) which is considered a VIE. We also hold interests in certain other entities which are considered VIEs as the limited partners of those entities with equity at risk do not collectively possess (i) the right to remove the general partner or dissolve the partnership without cause or (ii) the right to participate in significant decisions made by the partnership.

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 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: (i) identifying the activities that most significantly impact the VIE’s economic performance; and (ii) 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. 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.

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 unrated and non-investment grade rated securities issued by securitization trusts. In certain cases, we may contract to provide special servicing activities for these 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 securitization 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.

We perform ongoing reassessments of: (i) 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 (ii) 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 securitization 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 securitization VIEs as individual line items on our condensed consolidated balance sheets. The liabilities of our consolidated securitization VIEs consist solely of obligations to the bondholders of the related trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our consolidated securitization 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 securitization 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 non-performance 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 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 trust, the securitization VIE assets as a whole can only be used to settle the obligations of the consolidated VIE. The assets of our securitization 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 trust.

REO assets generally represent a very small percentage of the overall asset pool of a trust. In new issue trusts there are no REO assets. We estimate that REO assets constitute approximately 1% of our consolidated securitization VIE assets, with the remaining 99% representing loans. However, it is important to note that the fair value of our securitization VIE assets is determined by reference to our securitization 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 securitization 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 securitization 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 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 certain eligible financial assets and liabilities of our consolidated securitization VIEs, residential loans held-for-investment, loans held-for-sale originated or acquired for future securitization and purchased CMBS issued by VIEs we could consolidate in the future. 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 residential mortgage loans held-for-investment were made in order to maintain consistency across all our residential mortgage loans. The fair value elections for mortgage loans held-for-sale were made due to the expected short-term holding period of these instruments.

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 securitization VIEs at fair value pursuant to our election of the fair value option. The securitization 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 securitization VIEs, we maximize the use of observable inputs over unobservable inputs. Refer to Note 19 for further discussion regarding our fair value measurements.

Loans Held-for-Investment

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 credit deteriorated or we have elected to apply the fair value option at purchase.

Loans Held-For-Sale

Our loans that we intend to sell or liquidate in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase.

Credit Losses

Loans and Debt Securities Measured at Amortized Cost

ASC 326, Financial Instruments – Credit Losses, became effective for the Company on January 1, 2020. ASC 326 mandates the use of a current expected credit loss model (“CECL”) for estimating future credit losses of certain financial instruments measured at amortized cost, instead of the “incurred loss” credit model previously required under GAAP. The CECL model requires the consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event under the previous “incurred loss” methodology. The CECL model applies to our loans held-for-investment (“HFI”) and our held-to-maturity (“HTM”) debt securities which are carried at amortized cost, including future funding commitments and accrued interest receivable related to those loans and securities. However, as permitted by ASC 326, we have elected not to measure an allowance for credit losses on accrued interest receivable (which is classified separately on our condensed consolidated balance sheet), but rather write off in a timely manner by reversing interest income and/or cease accruing interest that would likely be uncollectible. Our adoption of the CECL model resulted in a $32.3 million increase to our total allowance for credit losses, which was recognized as a cumulative-effect adjustment to accumulated deficit as of January 1, 2020.

As we do not have a history of realized credit losses on our HFI loans and HTM securities, we have subscribed to third party database services to provide us with historical industry losses for both commercial real estate and infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios. See Note 4 for further discussion of our methodologies.

We also evaluate each loan and security measured at amortized cost for credit deterioration at least quarterly. Credit deterioration 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 or security. If a loan or security is considered to be credit deteriorated, we depart from the industry loss rate approach described above and determine the credit loss allowance as any excess of the amortized cost basis of the loan or security over (i) the present value of expected future cash flows discounted at the contractual effective interest rate or (ii) the fair value of the collateral, if repayment is expected solely from the collateral.

Available-for-Sale Debt Securities

Separate provisions of ASC 326 apply to our available-for-sale (“AFS”) debt securities, which are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (“AOCI”). We are required to establish an initial credit loss allowance for those securities that are purchased with credit deterioration (“PCD”) by grossing up the amortized cost basis of each security and providing an offsetting credit loss allowance for the difference between expected cash flows and contractual cash flows, both on a present value basis. As of the January 1, 2020 effective date, no such credit loss allowance gross-up was required on our AFS debt securities with PCD due to their individual unrealized gain positions as of that date.

Subsequently, cumulative adverse changes in expected cash flows on our AFS debt securities are recognized currently as an increase to the allowance for credit losses. However, the allowance is limited to the amount by which the AFS debt security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a decrease to the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a prospective yield adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that is attributable solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a prospective yield adjustment.

Goodwill

ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment, became effective for the Company on January 1, 2020. This ASU specifies that goodwill impairment be measured as the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value, eliminating the requirement that all assets and liabilities of the reporting unit be remeasured individually in connection with measurement of goodwill impairment.

Revenue Recognition

Interest Income

Interest income on performing loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. For loans where we do not elect the fair value option, origination fees and direct loan origination costs are also recognized in interest income over the loan term as a yield adjustment using the effective interest method. When we elect the fair value option, origination fees and direct loan costs are recorded directly in income and are not deferred. Discounts or premiums associated with the purchase of non-performing loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to our cash flow projections.

We cease accruing interest on non-performing loans at the earlier of (i) the loan becoming significantly past due or (ii) management concluding that a full recovery of all interest and principal is doubtful. Interest income on non-accrual loans in which management expects a full recovery of the loan’s outstanding principal balance is only recognized when received in cash. If a full recovery of principal is doubtful, the cost recovery method is applied whereby any cash received is applied to the outstanding principal balance of the loan. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms.

For loans acquired with deteriorated credit quality, interest income is only recognized to the extent that our estimate of undiscounted expected principal and interest exceeds our investment in the loan. Such excess, if any, is recognized as interest income on a level-yield basis over the life of the loan.

Upon the sale of loans or securities which are not accounted for pursuant to the fair value option, the excess (or deficiency) of net proceeds over the net carrying value of such loans or securities is recognized as a realized gain (loss).

Servicing Fees

We typically seek to be the special servicer on CMBS transactions in which we invest. When we are appointed to serve in this capacity, we earn special servicing fees from the related activities performed, which consist primarily of overseeing the workout of under-performing and non-performing loans underlying the CMBS transactions. These fees are recognized in income in the period in which the services are performed and the revenue recognition criteria have been met.

Rental Income

Rental income is recognized when earned from tenants. For leases that provide rent concessions or fixed escalations over the lease term, rental income is recognized on a straight-line basis over the noncancelable term of the lease. In net lease arrangements, costs reimbursable from tenants are recognized in rental income in the period in which the related expenses are incurred as we are generally the primary obligor with respect to purchasing goods and services for property operations. In instances where the tenant is responsible for property maintenance and repairs and contracts and settles such costs directly with third party service providers, we do not reflect those expenses in our consolidated statement of operations as the tenant is the primary obligor.

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, (iii) the conversion options associated with our outstanding convertible senior notes (the “Convertible Notes”) (see Notes 10 and 17) and (iv) non-controlling interests that are redeemable with our common stock (see Note 16). 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. In addition, the non-controlling interests that are redeemable with our common stock are considered participating securities because they earn a preferred return indexed to the dividend rate on our common stock (see Note 16). 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 and nine months ended September 30, 2020 and 2019, 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. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our investments, which has a significant impact on the amount of income 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.

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 200 countries and territories, including every state in the U.S and in cities and regions where our corporate headquarters and/or properties that secure our investments, or properties that we own, are located, and is continuing to spread. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and since then, numerous countries, including the U.S., have declared national emergencies with respect to COVID-19 and have instituted “stay-at-home” guidelines or orders to help prevent its spread. Such actions are creating disruption in global supply chains, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. We believe the estimates and assumptions underlying

our consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2020. However, uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and our business in particular, makes any estimates and assumptions as of September 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.

Recent Accounting Developments

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through September 30, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation into a debt component and an equity or derivative component. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives and the convertible instruments are not issued with substantial premiums accounted for as paid-in capital. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also revises the derivative scope exception for contracts in an entity’s own equity and improves the consistency of EPS calculations. This ASU is effective for larger public business entities’ annual periods, and interim periods therein, beginning after December 15, 2021. Early application is permitted for fiscal years beginning after December 15, 2020. We expect to early adopt this ASU effective January 1, 2021 through the modified retrospective method of transition, resulting in a cumulative adjustment to our beginning accumulated deficit as of that date related to our outstanding Convertible Notes. We do not expect the application of this ASU, including the cumulative adjustment upon adoption, to materially impact our consolidated financial statements.

v3.20.2
Acquisitions and Divestitures
9 Months Ended
Sep. 30, 2020
Acquisitions and Divestitures  
Acquisitions and Divestitures

3. Acquisitions and Divestitures

During the nine months ended September 30, 2020, we had no significant acquisitions of properties or businesses.

Investing and Servicing Segment Property Portfolio

During the nine months ended September 30, 2020, we sold a property within the Investing and Servicing Segment for $24.1 million. In connection with this sale, we recognized a gain of $7.4 million within gain on sale of investments and other assets in our condensed consolidated statement of operations. There were no significant sales of properties during the three months ended September 30, 2020.

During the three and nine months ended September 30, 2019, we sold a property within the Investing and Servicing Segment for $51.5 million. In connection with this sale, we recognized a gain of $20.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations, of which $4.0 million was attributable to non-controlling interests.

v3.20.2
Loans
9 Months Ended
Sep. 30, 2020
Loans  
Loans

4. Loans

Our loans held-for-investment are accounted for at amortized cost and our loans held-for-sale are accounted for at the lower of cost or fair value, unless we have elected the fair value option for either. The following tables summarize our investments in mortgages and loans as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

    

    

    

Weighted

Weighted

Average Life

Carrying

Face

Average

(“WAL”)

September 30, 2020

Value

Amount

Coupon (1)

(years)(2)

Loans held-for-investment:

Commercial loans:

First mortgages (3)

$

8,525,273

$

8,548,916

5.3

%  

1.6

Subordinated mortgages (4)

 

69,835

70,979

8.8

%  

3.0

Mezzanine loans (3)

 

588,116

587,223

10.3

%  

1.6

Other

30,548

34,043

8.9

%  

2.0

Total commercial loans

9,213,772

9,241,161

Infrastructure first priority loans (6)

1,558,220

1,578,030

4.2

%  

4.3

Residential mortgage loans, fair value option (5)

256,407

249,323

6.2

%  

3.4

Total loans held-for-investment

 

11,028,399

11,068,514

Loans held-for-sale:

Residential, fair value option (5)

747,654

742,106

6.0

%  

3.4

Commercial, fair value option

265,019

266,370

4.1

%  

10.0

Total loans held-for-sale

1,012,673

1,008,476

Total gross loans

 

12,041,072

$

12,076,990

Credit loss allowances:

Commercial loans held-for-investment

(95,595)

Infrastructure loans held-for-investment

(14,152)

Total allowances

(109,747)

Total net loans

$

11,931,325

December 31, 2019

Loans held-for-investment:

Commercial loans:

First mortgages (3)

$

7,928,026

$

7,962,788

5.8

%  

2.0

Subordinated mortgages (4)

 

75,724

 

77,055

8.8

%  

3.4

Mezzanine loans (3)

 

484,164

 

484,408

11.0

%  

1.9

Other

62,555

66,525

8.2

%  

1.6

Total commercial loans

8,550,469

8,590,776

Infrastructure first priority loans

1,397,448

 

1,416,164

5.6

%  

4.9

Residential mortgage loans, fair value option

671,572

654,925

6.1

%  

3.8

Total loans held-for-investment

 

10,619,489

10,661,865

Loans held-for-sale:

Residential, fair value option

605,384

587,144

6.2

%  

3.9

Commercial, fair value option

159,238

160,635

3.9

%  

10.0

Infrastructure, lower of cost or fair value

119,724

121,271

3.3

%  

2.1

Total loans held-for-sale

884,346

869,050

Total gross loans

 

11,503,835

$

11,530,915

Credit loss allowances:

Commercial loans held-for-investment

(33,415)

Infrastructure loans held-for-investment

Total held-for-investment allowances

(33,415)

Infrastructure loans held-for-sale with a fair value allowance

(196)

Total allowances

(33,611)

Total net loans

$

11,470,224

(1)Calculated using LIBOR or other applicable index rates as of September 30, 2020 and December 31, 2019 for variable rate loans.

(2)Represents the WAL of each respective group of loans as of the respective balance sheet date. The WAL of each individual loan is calculated using amounts and timing of future principal payments, as projected at origination or acquisition.

(3)First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan.  The application of this methodology resulted in mezzanine loans with carrying values of $896.8 million and $967.0 million being classified as first mortgages as of September 30, 2020 and December 31, 2019, respectively.

(4)Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.

(5)During the nine months ended September 30, 2020, $422.7 million of residential loans held-for-investment were reclassified into loans held-for-sale.

(6)During the nine months ended September 30, 2020, $104.3 million of infrastructure loans held-for-sale were reclassified into loans held-for-investment and $26.3 million of infrastructure loans held-for-investment were reclassified into loans held-for-sale.

As of September 30, 2020, our variable rate loans held-for-investment were as follows (dollars in thousands):

Carrying

Weighted-average

September 30, 2020

Value

Spread Above Index

Commercial loans

$

8,568,112

4.2

%  

Infrastructure loans

1,558,220

3.8

%  

Total variable rate loans held-for-investment

$

10,126,332

4.1

%  

Credit Loss Allowances

As discussed in Note 2, we do not have a history of realized credit losses on our HFI loans and HTM securities, so we have subscribed to third party database services to provide us with industry losses for both commercial real estate and infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios.

For our commercial loans, we utilize a loan loss model that is widely used among banks and commercial mortgage REITs and is marketed by a leading CMBS data analytics provider. It employs logistic regression to forecast expected losses at the loan level based on a commercial real estate loan securitization database that contains activity dating back to 1998. We provide specific loan-level inputs which include loan-to-stabilized-value (LTV) and debt service coverage ratio (DSCR) metrics, as well as principal balances, property type, location, coupon, origination year, term, subordination, expected repayment dates and future fundings. We also select from a group of independent five-year macroeconomic forecasts included in the model that are updated regularly based on current economic trends. We categorize the results by LTV range, which we consider the most significant indicator of credit quality for our commercial loans, as set forth in the credit quality indicator table below. A lower LTV ratio typically indicates a lower credit loss risk.

During the three months ended September 30, 2020, each of the macroeconomic forecasts in our model indicated a substantial macroeconomic recovery from the three months ended June 30, 2020, with growth expected to continue into the next five years. These macroeconomic forecasts do not differentiate among property types or asset classes. Instead, these forecasts reference general macroeconomic growth factors which apply broadly across all assets. However, the COVID-19 pandemic has had a more negative impact on certain property types, principally retail and hospitality, which have withstood extended government mandated closures, and more recently office, which is experiencing lower demand due to remote working arrangements. The broad macroeconomic forecasts do not account

for such differentiation. Accordingly, we have selected a more adverse macroeconomic recovery forecast related to these property types in determining our credit loss allowance.

For our infrastructure loans, we utilize a database of historical infrastructure loan performance that is shared among a consortium of banks and other lenders and compiled by a major bond credit rating agency. The database is representative of industry-wide project finance activity dating back to 1983. We derive historical loss rates from the database filtered by industry, sub-industry, term and construction status for each of our infrastructure loans. Those historical loss rates reflect global economic cycles over a long period of time as well as average recovery rates. However, due to limited information in the first 20 years covered by the database, we have further applied a recessionary multiplier to those historical loss rates as of September 30, 2020. For the first six months of 2020, the multiplier was determined with reference to the 2008 financial crisis, where the magnitude of economic distress within infrastructure lending seemed to correlate to the economic deterioration caused by the COVID-19 pandemic.  During the three months ended September 30, 2020, the stronger market liquidity and deal flow experienced within infrastructure lending seemed to correlate to 2011, when this market began emerging from the 2008 crisis.  As such, the multiplier for this period was determined with reference to 2011. We categorize the results between the power and oil and gas industries, which we consider the most significant indicator of credit quality for our infrastructure loans, as set forth in the credit quality indicator table below.

As discussed in Note 2, we use a discounted cash flow or collateral value approach, rather than the industry loan loss approach described above, to determine credit loss allowances for any credit deteriorated loans.

We regularly evaluate the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral, as well as the financial and operating capability of the borrower. Specifically, the collateral’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii) the collateral’s liquidation value. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the collateral. In addition, we consider the overall economic environment, real estate or industry sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants.

The significant credit quality indicators for our loans measured at amortized cost, which excludes loans held-for-sale, were as follows as of September 30, 2020 (dollars in thousands):

  

Term Loans

  

Revolving Loans

  

Total

  

Credit

Amortized Cost Basis by Origination Year

Amortized Cost

Amortized

Loss

As of September 30, 2020

2020

  

2019

  

2018

  

2017

  

2016

  

Prior

Total

Cost Basis

Allowance

Commercial loans:

Credit quality indicator:

LTV < 60%

$

618,232

$

1,084,103

$

977,021

$

1,031,872

$

154,198

$

215,747

$

$

4,081,173

$

11,751

LTV 60% - 70%

138,058

1,469,532

1,653,299

35,931

53,450

191,211

3,541,481

35,691

LTV > 70%

384,045

582,334

243,452

140,914

75,250

1,425,995

18,300

Credit deteriorated

28,986

7,755

105,589

142,330

29,853

Defeased and other

22,793

22,793

Total commercial

$

1,140,335

$

3,135,969

$

2,902,758

$

1,216,472

$

207,648

$

610,590

$

$

9,213,772

$

95,595

Infrastructure loans:

Credit quality indicator:

Power

$

$

246,675

$

300,909

$

148,159

$

188,331

$

312,176

$

23,413

$

1,219,663

$

7,692

Oil and gas

234,119

102,822

1,616

338,557

6,460

Total infrastructure

$

$

480,794

$

403,731

$

148,159

$

188,331

$

312,176

$

25,029

$

1,558,220

$

14,152

Residential loans held-for-investment, fair value option

256,407

Loans held-for-sale

1,012,673

Total gross loans

$

12,041,072

$

109,747

As of September 30, 2020, we had credit deteriorated commercial loans with an amortized cost basis of $142.3 million.  These loans were on nonaccrual status, with the cost recovery method of interest income recognition applied. In

addition to $113.4 million of these loans, we had a $173.3 million commercial loan and $13.4 million of residential loans that were 90 days or greater past due at September 30, 2020.  Any loans which are modified to provide for the deferral of interest are not considered past due and are accounted for in accordance with our revenue recognition policy on interest income.

The following tables present the activity in our credit loss allowance for funded loans and unfunded commitments (amounts in thousands):

Funded Commitments Credit Loss Allowance

   

   

Loans

   

Loans Held-for-Investment

Held-for-Sale

Total

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Infrastructure

Funded Loans

Credit loss allowance at December 31, 2019

$

33,415

$

$

196

$

33,611

Cumulative effect of ASC 326 effective January 1, 2020

10,112

10,328

20,440

Credit loss provision (reversal), net

 

53,110

 

3,824

 

(125)

 

56,809

Charge-offs

 

(1,042)

 

 

(71)

 

(1,113)

Recoveries

 

 

 

 

Credit loss allowance at September 30, 2020

$

95,595

$

14,152

$

$

109,747

Unfunded Commitments Credit Loss Allowance (1)

Loans Held-for-Investment

HTM Preferred

Nine Months Ended September 30, 2020

   

Commercial

   

Infrastructure

   

Interests (2)

   

Total

Credit loss allowance at December 31, 2019

$

$

$

$

Cumulative effect of ASC 326 effective January 1, 2020

8,348

2,205

10,553

Credit loss reversal, net

 

(3,156)

 

(664)

 

 

(3,820)

Credit loss allowance at September 30, 2020

$

5,192

$

1,541

$

$

6,733

Memo: Unfunded commitments as of September 30, 2020 (3)

$

1,630,823

$

95,421

$

$

1,726,244

(1)Included in accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheet.

(2)See Note 5 for further details.

(3)Represents amounts expected to be funded (see Note 21).

Loan Portfolio Activity

The activity in our loan portfolio was as follows (amounts in thousands):

Held-for-Investment Loans

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Residential

Held-for-Sale Loans

Total Loans

Balance at December 31, 2019

$

8,517,054

$

1,397,448

$

671,572

$

884,150

$

11,470,224

Cumulative effect of ASC 326 effective January 1, 2020

(10,112)

(10,328)

(20,440)

Acquisitions/originations/additional funding

 

2,090,964

 

177,247

 

100,720

 

1,800,018

 

4,168,949

Capitalized interest (1)

 

105,329

 

48

 

 

 

105,377

Basis of loans sold (2)

 

(397,038)

 

 

(604)

 

(2,035,770)

 

(2,433,412)

Loan maturities/principal repayments

 

(1,148,317)

 

(96,150)

 

(76,025)

 

(75,632)

 

(1,396,124)

Discount accretion/premium amortization

 

28,686

 

1,672

 

 

110

 

30,468

Changes in fair value

 

 

 

(16,565)

 

96,265

 

79,700

Unrealized foreign currency translation loss

 

(15,279)

 

(38)

 

 

(1,291)

 

(16,608)

Credit loss (provision) reversal, net

 

(53,110)

 

(3,824)

 

 

125

 

(56,809)

Transfer to/from other asset classifications

77,993

(422,691)

344,698

Balance at September 30, 2020

$

9,118,177

$

1,544,068

$

256,407

$

1,012,673

$

11,931,325

Loans

Transferred

Held-for-Investment Loans

As Secured

Nine Months Ended September 30, 2019

Commercial

Infrastructure

Held-for-Sale Loans

Borrowings

Total Loans

Balance at December 31, 2018

$

7,075,577

$

1,456,779

$

1,187,552

$

74,346

$

9,794,254

Acquisitions/originations/additional funding

 

2,489,120

 

387,599

 

2,731,110

 

 

5,607,829

Capitalized interest (1)

 

79,869

 

 

 

 

79,869

Basis of loans sold (2)

 

(548,329)

 

 

(2,164,908)

 

 

(2,713,237)

Loan maturities/principal repayments

 

(1,695,388)

 

(563,736)

 

(95,262)

 

(74,692)

 

(2,429,078)

Discount accretion/premium amortization

 

22,674

 

1,173

 

 

346

 

24,193

Changes in fair value

 

1,496

 

 

64,182

 

 

65,678

Unrealized foreign currency translation (loss) gain

 

(37,473)

 

 

282

 

 

(37,191)

Credit loss provision, net

 

(2,046)

 

 

(1,196)

 

 

(3,242)

Loan foreclosures

(27,303)

(27,303)

Transfer to/from other asset classifications

279,641

(279,641)

Balance at September 30, 2019

$

7,637,838

$

1,281,815

$

1,442,119

$

$

10,361,772

(1)     Represents accrued interest income on loans whose terms do not require current payment of interest.

(2)     See Note 11 for additional disclosure on these transactions.

v3.20.2
Investment Securities
9 Months Ended
Sep. 30, 2020
Investment Securities  
Investment Securities

5. Investment Securities

Investment securities were comprised of the following as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Carrying Value as of

September 30, 2020

    

December 31, 2019

RMBS, available-for-sale

$

170,270

$

189,576

RMBS, fair value option (1)

373,682

147,034

CMBS, fair value option (1), (2)

 

1,194,191

 

1,295,363

HTM debt securities, amortized cost net of credit loss allowance of $6,425 and $0

 

541,296

 

570,638

Equity security, fair value

 

10,058

 

12,664

SubtotalInvestment securities

 

2,289,497

 

2,215,275

VIE eliminations (1)

 

(1,544,384)

(1,405,037)

Total investment securities

$

745,113

$

810,238

(1)Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.

(2)Includes $178.6 million and $186.6 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of September 30, 2020 and December 31, 2019, respectively.

Purchases, sales and principal collections for all investment securities were as follows (amounts in thousands):

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization

    

available-for-sale

    

value option

    

value option

    

Securities

    

VIEs (1)

    

Total

Three Months Ended September 30, 2020

Purchases/fundings

$

$

43,083

$

$

6,288

$

(43,083)

$

6,288

Principal collections

 

6,063

 

12,132

 

8,265

 

11,203

 

(20,185)

 

17,478

Three Months Ended September 30, 2019

Purchases

$

$

52,845

$

10,214

$

$

(57,894)

$

5,165

Sales

 

 

 

49,725

 

 

(49,725)

 

Principal collections

 

7,445

 

4,680

 

15,859

 

35,069

 

(17,196)

 

45,857

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization

    

available-for-sale

    

value option

    

value option

    

Securities

    

VIEs (1)

    

Total

Nine Months Ended September 30, 2020

Purchases/fundings

$

$

257,808

$

7,661

$

22,408

$

(265,469)

$

22,408

Sales

 

 

 

32,316

 

 

(24,376)

 

7,940

Principal collections

 

18,626

 

32,236

 

25,715

 

48,554

 

(57,174)

 

67,957

Nine Months Ended September 30, 2019

Purchases

$

$

79,117

$

62,427

$

$

(136,379)

$

5,165

Sales

 

 

41,501

 

112,426

 

 

(149,949)

 

3,978

Principal collections

 

20,222

 

9,772

 

37,768

 

89,737

 

(38,607)

 

118,892

(1)Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs. These amounts are reflected as issuance or repayment of debt of, or distributions from, consolidated VIEs in our condensed consolidated statements of cash flows.

RMBS, Available-for-Sale

The Company classified all of its RMBS not eliminated in consolidation as available-for-sale as of September 30, 2020 and December 31, 2019. These RMBS are reported at fair value in the balance sheet with changes in fair value recorded in accumulated other comprehensive income (“AOCI”).

The tables below summarize various attributes of our investments in available-for-sale RMBS as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Unrealized Gains or (Losses)

Recognized in AOCI

   

   

Credit

   

   

Gross

   

Gross

   

Net

   

Amortized

Loss

Net

Unrealized

Unrealized

Fair Value

Cost

Allowance

Basis

Gains

Losses

Adjustment

Fair Value

September 30, 2020

RMBS

$

127,921

$

$

127,921

$

42,523

$

(174)

$

42,349

$

170,270

December 31, 2019

RMBS

$

138,580

N/A

$

138,580

$

51,310

$

(314)

$

50,996

$

189,576

    

Weighted Average Coupon (1)

    

Weighted Average
Rating

    

WAL 
(Years) (2)

September 30, 2020

RMBS

   

1.5

%  

B+

   

5.7

December 31, 2019

RMBS

 

3.1

%

BB-

5.6

(1)Calculated using the September 30, 2020 and December 31, 2019 one-month LIBOR rate of 0.1483% and 1.763%, respectively, for floating rate securities.

(2)Represents the remaining WAL of each respective group of securities as of the respective balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.

As of September 30, 2020, approximately $144.5 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.26%. As of December 31, 2019, approximately $160.9 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.24%. We purchased all of the RMBS at a discount, a portion of which is accreted into income over the expected remaining life of the security. The majority of the income from this strategy is earned from the accretion of this accretable discount.

We have engaged a third party manager who specializes in RMBS to execute the trading of RMBS, the cost of which was $0.3 million for both the three months ended September 30, 2020 and 2019, respectively, and $1.0 million and $1.1 million for the nine months ended September 30, 2020 and 2019, respectively, recorded as management fees in the accompanying condensed consolidated statements of operations.

The following table presents the gross unrealized losses and estimated fair value of any available-for-sale securities that were in an unrealized loss position as of September 30, 2020 and December 31, 2019, and for which an allowance for credit losses has not been recorded (amounts in thousands):

Estimated Fair Value

Unrealized Losses

 

    

Securities with a

    

Securities with a

    

Securities with a

    

Securities with a

 

loss less than

loss greater than

loss less than

loss greater than

 

12 months

12 months

12 months

12 months

 

As of September 30, 2020

RMBS

$

412

$

1,194

$

(45)

$

(129)

As of December 31, 2019

RMBS

$

$

1,380

$

$

(314)

As of September 30, 2020 and December 31, 2019, there were two securities and one security, respectively, with unrealized losses reflected in the table above. After evaluating the securities and recording adjustments for credit losses, we concluded that the remaining unrealized losses reflected above were noncredit-related and would be recovered from the securities’ estimated future cash flows. We considered a number of factors in reaching this conclusion, including that we did not intend to sell the securities, it was not considered more likely than not that we would be forced to sell the securities prior to recovering our amortized cost, and there were no material credit events that would have caused us to otherwise conclude that we would not recover our cost. Credit losses are calculated by comparing (i) the estimated future cash flows of each security discounted at the yield determined as of the initial acquisition date or, if

since revised, as of the last date previously revised, to (ii) our net amortized cost basis. Significant judgment is used in projecting cash flows for our non-agency RMBS. As a result, actual income and/or credit losses could be materially different from what is currently projected and/or reported.

CMBS and RMBS, Fair Value Option

As discussed in the “Fair Value Option” section of Note 2 herein, we elect the fair value option for certain CMBS and RMBS in an effort to eliminate accounting mismatches resulting from the current or potential consolidation of securitization VIEs. As of September 30, 2020, the fair value and unpaid principal balance of CMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $1.2 billion and $2.7 billion, respectively. As of September 30, 2020, the fair value and unpaid principal balance of RMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $373.7 million and $275.8 million, respectively. The $1.6 billion total fair value balance of CMBS and RMBS represents our economic interests in these assets. However, as a result of our consolidation of securitization VIEs, the vast majority of this fair value (all except $23.5 million at September 30, 2020) is eliminated against VIE liabilities before arriving at our GAAP balance for fair value option investment securities.

As of September 30, 2020, $96.9 million of our CMBS were variable rate and none of our RMBS were variable rate.

HTM Debt Securities, Amortized Cost

The table below summarizes our investments in HTM debt securities as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Amortized

Credit Loss

Net Carrying

Gross Unrealized

Gross Unrealized

 

Cost Basis

Allowance

Amount

Holding Gains

Holding Losses

Fair Value

 

September 30, 2020

    

    

    

 

CMBS

$

338,984

$

$

338,984

$

$

(23,277)

$

315,707

Preferred interests

165,952

(3,453)

162,499

(5,550)

156,949

Infrastructure bonds

42,785

(2,972)

39,813

352

(13)

40,152

Total

$

547,721

$

(6,425)

$

541,296

$

352

$

(28,840)

$

512,808

December 31, 2019

CMBS

$

383,473

$

$

383,473

$

946

$

(3,001)

$

381,418

Preferred interests

142,012

142,012

1,148

(353)

142,807

Infrastructure bonds

45,153

45,153

(651)

44,502

Total

$

570,638

$

$

570,638

$

2,094

$

(4,005)

$

568,727

The following table presents the activity in our credit loss allowance for HTM debt securities (amounts in thousands):

Total HTM

Preferred

Infrastructure

Credit Loss

Interests

Bonds

Allowance

Nine Months Ended September 30, 2020

Credit loss allowance at December 31, 2019

$

$

$

Cumulative effect of ASC 326 effective January 1, 2020:

Beginning accumulated deficit charge

1,114

179

1,293

Gross-up of PCD bond amortized cost basis

2,837

2,837

Credit loss provision, net

2,339

(44)

2,295

Credit loss allowance at September 30, 2020

$

3,453

$

2,972

$

6,425

The table below summarizes the maturities of our HTM debt securities by type as of September 30, 2020 (amounts in thousands):

Preferred

Infrastructure

CMBS

Interests

Bonds

Total

Less than one year

    

$

268,084

$

$

2,632

$

270,716

One to three years

70,900

141,000

211,900

Three to five years

21,499

21,499

Thereafter

 

37,181

37,181

Total

$

338,984

$

162,499

$

39,813

$

541,296

Equity Security, Fair Value Option

During 2012, we acquired 9,140,000 ordinary shares from a related-party in Starwood European Real Estate Finance Limited (“SEREF”), a debt fund that is externally managed by an affiliate of our Manager and is listed on the London Stock Exchange. The fair value of the investment remeasured in USD was $10.1 million and $12.7 million as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, our shares represent an approximate 2% interest in SEREF.

v3.20.2
Properties
9 Months Ended
Sep. 30, 2020
Properties  
Properties

6. Properties

Our properties are held within the following portfolios:

Woodstar I Portfolio

The Woodstar I Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of the 32 affordable housing communities of the Woodstar I Portfolio with the final 14 communities acquired during the year ended December 31, 2016. The Woodstar I Portfolio includes total gross properties and lease intangibles of $634.0 million and debt of $572.2 million as of September 30, 2020.

Woodstar II Portfolio

The Woodstar II Portfolio is comprised of 27 affordable housing communities with 6,109 units concentrated primarily in Central and South Florida. We acquired eight of the 27 affordable housing communities in December 2017, with the final 19 communities acquired during the year ended December 31, 2018. The Woodstar II Portfolio includes total gross properties and lease intangibles of $607.7 million and debt of $437.0 million as of September 30, 2020.

Medical Office Portfolio

The Medical Office Portfolio is comprised of 34 medical office buildings acquired during the year ended December 31, 2016. These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. The Medical Office Portfolio includes total gross properties and lease intangibles of $760.1 million and debt of $591.9 million as of September 30, 2020.

Master Lease Portfolio

The Master Lease Portfolio is comprised of 16 retail properties geographically dispersed throughout the U.S., with more than 50% of the portfolio, by carrying value, located in Florida, Texas and Minnesota. These properties, which we acquired in September 2017, collectively comprise 1.9 million square feet and were leased back to the seller under corporate guaranteed master net lease agreements with initial terms of 24.6 years and periodic rent escalations. The Master Lease Portfolio includes total gross properties of $343.8 million and debt of $192.6 million as of September 30, 2020.

Investing and Servicing Segment Property Portfolio

The Investing and Servicing Segment Property Portfolio (“REIS Equity Portfolio”) is comprised of 15 commercial real estate properties and one equity interest in an unconsolidated commercial real estate property which were acquired from CMBS trusts during the previous five years. The REIS Equity Portfolio includes total gross properties and lease intangibles of $266.5 million and debt of $169.2 million as of September 30, 2020.

The table below summarizes our properties held as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

Depreciable Life

    

September 30, 2020

    

December 31, 2019

Property Segment

Land and land improvements

0 – 15 years

$

484,722

$

484,397

Buildings and building improvements

5 – 45 years

1,689,004

1,687,756

Furniture & fixtures

3 – 7 years

57,894

52,567

Investing and Servicing Segment

Land and land improvements

0 – 15 years

50,789

54,052

Buildings and building improvements

3 – 40 years

175,676

182,048

Furniture & fixtures

2 – 5 years

2,513

2,139

Commercial and Residential Lending Segment (1)

Land and land improvements

0 – 10 years

11,416

11,386

Buildings and building improvements

10 – 23 years

17,424

16,285

Properties, cost

2,489,438

2,490,630

Less: accumulated depreciation

(281,616)

(224,190)

Properties, net

$

2,207,822

$

2,266,440

(1)Represents properties acquired through loan foreclosure.

During the nine months ended September 30, 2020, we sold an operating property within the REIS Equity Portfolio for $24.1 million. In connection with this sale, we recognized a gain of $7.4 million within gain on sale of investments and other assets in our condensed consolidated statement of operations. During the three and nine months ended September 30, 2019, we sold one operating property for $51.5 million. In connection with this sale, we recognized a gain of $20.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations, of which $4.0 million was attributable to non-controlling interests.

v3.20.2
Investment in Unconsolidated Entities
9 Months Ended
Sep. 30, 2020
Investment in Unconsolidated Entities  
Investment in Unconsolidated Entities

7. Investment in Unconsolidated Entities

The table below summarizes our investments in unconsolidated entities as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Participation /

Carrying value as of

    

Ownership % (1)

   

September 30, 2020

   

December 31, 2019

Equity method:

Retail Fund

33%

$

$

Equity interest in a natural gas power plant

10%

24,664

25,862

Investor entity which owns equity in an online real estate company

50%

9,382

9,473

Equity interests in commercial real estate

50%

1,742

1,907

Equity interest in and advances to a residential mortgage originator (2)

 

N/A

 

14,139

 

12,002

Various

 

25% - 50%

 

8,595

 

8,339

 

58,522

 

57,583

Other:

Equity interest in a servicing and advisory business (3)

2%

17,584

 

Investment funds which own equity in a loan servicer and other real estate assets

 

4% - 6%

 

7,659

 

9,225

Various

 

0% - 2%

 

20,619

 

17,521

 

45,862

 

26,746

$

104,384

$

84,329

(1)None of these investments are publicly traded and therefore quoted market prices are not available.

(2)Includes a $4.5 million subordinated loan as of both September 30, 2020 and December 31, 2019.

(3)During the year ended December 31, 2019, we received a capital distribution of $8.4 million and our equity interest was reduced to 4% and the carrying value was reduced to zero. During April 2020, we sold 37% of our equity interest for $10.3 million in cash, reducing our interest to 2%. In connection with the sale, we recognized a gain of $10.3 million. Because the sale represented an observable price change in an orderly transaction, we also increased the value of our remaining investment to reflect its implied fair value. In doing so, we recognized a gain of $17.6 million. These amounts were recognized within earnings (loss) from unconsolidated entities in our condensed consolidated statement of operations during the nine months ended September 30, 2020.

We own a 33% equity interest in a fund that owns four regional shopping malls (the “Retail Fund”). The fund is an investment company which measures its assets at fair value on a recurring basis. We report our interest in the Retail Fund on a three-month lag basis at its liquidation value. As of December 31, 2019, we impaired the remainder of our investment based on our estimate of unrealized decreases in the fair value of the underlying real estate properties. Such decreases were recognized by the Retail Fund during the period included in the nine months ended September 30, 2020.

As of September 30, 2020, the carrying value of our equity investment in a residential mortgage originator exceeded the underlying equity in net assets of such investee by $1.6 million. This difference is the result of the Company recording its investment in the investee at its acquisition date fair value, which included certain non-amortizing intangible assets not recognized by the investee. Should the Company determine these intangible assets held by the investee are impaired, the Company will recognize such impairment loss through earnings from unconsolidated entities in our consolidated statement of operations, otherwise, such difference between the carrying value of our equity investment in the residential mortgage originator and the underlying equity in the net assets of the residential mortgage originator will continue to exist.

Other than our equity interest in the residential mortgage originator, there were no differences between the carrying value of our equity method investments and the underlying equity in the net assets of the investees as of September 30, 2020.

During the three and nine months ended September 30, 2020, we did not become aware of (i) any observable price changes in our other investments accounted for under the fair value practicability exception, except as described above with respect to the servicing and advisory business, or (ii) any indicators of impairment.

v3.20.2
Goodwill and Intangibles
9 Months Ended
Sep. 30, 2020
Goodwill and Intangibles  
Goodwill and Intangibles

8. Goodwill and Intangibles

Goodwill

Goodwill is tested for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.  Management considered the general economic decline and the impact of the COVID-19 pandemic, but did not identify any such event or circumstances.  However, future changes in the expectations of the impact of COVID-19 on our operations, financial performance and cash flows could cause our goodwill to be impaired.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s goodwill of $119.4 million at both September 30, 2020 and December 31, 2019 represents the excess of consideration transferred over the fair value of net assets acquired on September 19, 2018 and October 15, 2018. The goodwill recognized is attributable to value embedded in the acquired Infrastructure Lending Segment’s lending platform.

LNR Property LLC (“LNR”)

The Investing and Servicing Segment’s goodwill of $140.4 million at both September 30, 2020 and December 31, 2019 represents the excess of consideration transferred over the fair value of net assets of LNR acquired on April 19, 2013. The goodwill recognized is attributable to value embedded in LNR’s existing platform, which includes a network of commercial real estate asset managers, work-out specialists, underwriters and administrative support professionals as well as proprietary historical performance data on commercial real estate assets.

Intangible Assets

Servicing Rights Intangibles

In connection with the LNR acquisition, we identified domestic servicing rights that existed at the purchase date, based upon the expected future cash flows of the associated servicing contracts. As of September 30, 2020 and December 31, 2019, the balance of the domestic servicing intangible was net of $38.2 million and $26.2 million, respectively, which was eliminated in consolidation pursuant to ASC 810 against VIE assets in connection with our consolidation of securitization VIEs. Before VIE consolidation, as of September 30, 2020 and December 31, 2019, the domestic servicing intangible had a balance of $52.8 million and $43.2 million, respectively, which represents our economic interest in this asset.

Lease Intangibles

In connection with our acquisitions of commercial real estate, we recognized in-place lease intangible assets and favorable lease intangible assets associated with certain non-cancelable operating leases of the acquired properties.

The following table summarizes our intangible assets, which are comprised of servicing rights intangibles and lease intangibles, as of September 30, 2020 and December 31, 2019 (amounts in thousands):

As of September 30, 2020

As of December 31, 2019

  

Gross Carrying

Accumulated

   

Net Carrying

  

Gross Carrying

   

Accumulated

   

Net Carrying

Value

Amortization

Value

Value

Amortization

Value

Domestic servicing rights, at fair value

$

14,589

$

$

14,589

$

16,917

$

$

16,917

In-place lease intangible assets

 

133,244

 

(90,318)

 

42,926

 

135,293

 

(84,383)

 

50,910

Favorable lease intangible assets

24,188

(7,564)

16,624

24,218

(6,345)

17,873

Total net intangible assets

$

172,021

$

(97,882)

$

74,139

$

176,428

$

(90,728)

$

85,700

The following table summarizes the activity within intangible assets for the nine months ended September 30, 2020 (amounts in thousands):

Domestic

In-place Lease

Favorable Lease

Servicing

Intangible

Intangible

  

Rights

    

Assets

    

Assets

Total

Balance as of January 1, 2020

$

16,917

$

50,910

$

17,873

$

85,700

Amortization

(7,814)

(1,249)

(9,063)

Sales

(170)

(170)

Changes in fair value due to changes in inputs and assumptions

(2,328)

(2,328)

Balance as of September 30, 2020

$

14,589

$

42,926

$

16,624

$

74,139

The following table sets forth the estimated aggregate amortization of our in-place lease intangible assets and favorable lease intangible assets for the next five years and thereafter (amounts in thousands):

2020 (remainder of)

    

$

2,636

2021

 

9,644

2022

 

7,862

2023

 

6,115

2024

 

4,722

Thereafter

 

28,571

Total

$

59,550

v3.20.2
Secured Borrowings
9 Months Ended
Sep. 30, 2020
Secured Borrowings  
Secured Borrowings  
Secured Borrowings

9. Secured Borrowings

Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Outstanding Balance at

Current

Extended

Weighted Average

Pledged Asset

Maximum

September 30,

December 31,

   

Maturity

   

Maturity (a)

   

Pricing

Carrying Value

   

Facility Size

   

2020

   

2019

Repurchase Agreements:

Commercial Loans

May 2021 to Aug 2025

(b)

May 2023 to Mar 2029

(b)

(c)

$

6,643,722

$

8,747,538

(d)

$

4,556,665

$

3,640,620

Residential Loans

Jun 2022

N/A

LIBOR + 2.64%

37,046

400,000

23,866

11,835

Infrastructure Loans

Feb 2022

N/A

LIBOR + 2.00%

244,862

500,000

206,288

188,198

Conduit Loans

Feb 2021 to Jun 2023

Feb 2022 to Jun 2024

LIBOR + 1.93%

171,497

350,000

127,162

86,575

CMBS/RMBS

Oct 2020 to Dec 2029

(e)

Aug 2021 to Jun 2030

(e)

(f)

1,155,313

750,544

634,791

(g)

682,229

Total Repurchase Agreements

8,252,440

10,748,082

5,548,772

4,609,457

Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

50,194

650,000

(h)

37,594

198,955

Commercial Financing Facility

Mar 2022

Mar 2029

GBP LIBOR + 1.75%

95,077

76,721

76,721

Residential Financing Facility

Sep 2022

Sep 2025

3.50%

250,000

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(i)

710,572

701,370

572,382

603,642

Infrastructure Financing Facilities

Jul 2022 to Oct 2022

Oct 2024 to Jul 2027

LIBOR + 2.11%

583,319

1,250,000

464,487

428,206

Property Mortgages - Fixed rate

Nov 2024 to Aug 2052

(j)

N/A

4.00%

1,288,513

1,077,800

1,077,800

1,196,492

Property Mortgages - Variable rate

Nov 2021 to Jul 2030

N/A

(k)

926,495

927,300

908,906

696,503

Term Loan and Revolver

(l)

N/A

(l)

N/A

(l)

516,000

396,000

399,000

FHLB

Feb 2021

N/A

1.99%

948,409

1,600,000

619,500

867,870

Total Other Secured Financing

4,602,579

7,049,191

4,153,390

4,390,668

$

12,855,019

$

17,797,273

9,702,162

9,000,125

Unamortized net discount

(9,908)

(8,347)

Unamortized deferred financing costs

(76,362)

(85,730)

$

9,615,892

$

8,906,048

(a)Subject to certain conditions as defined in the respective facility agreement.
(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.
(c)Certain facilities with an outstanding balance of $1.3 billion as of September 30, 2020 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.02%.
(d)The aggregate initial maximum facility size of $8.7 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.
(e)Certain facilities with an outstanding balance of $285.9 million as of September 30, 2020 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.
(f)A facility with an outstanding balance of $184.2 million as of September 30, 2020 has a fixed annual interest rate of 3.50%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.57%.
(g)Includes: (i) $184.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $41.3 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14).
(h)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.
(i)Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.
(j)The weighted average maturity is 7.0 years as of September 30, 2020.
(k)Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.63%.
(l)Consists of: (i) a $396.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50%; and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.7 billion as of September 30, 2020.

In the normal course of business, the Company is in discussions with its lenders to extend or amend any financing facilities which contain near term expirations.

In January 2020, we entered into a CMBS/RMBS repurchase facility to finance certain CMBS investments within a consolidated joint venture in which we hold a 51% ownership interest. The facility carries a rolling 12-month term which may reset quarterly with the lender’s consent and an annual interest rate of three-month LIBOR + 1.35% to 1.85%. The facility’s maximum facility size is at the discretion of the lender. This facility does not permit valuation adjustments based on capital markets activity.

In February 2020, we amended a Commercial Loans repurchase facility to increase available borrowings by $200.0 million to $1.8 billion.

In March 2020, we amended an Infrastructure Financing Facility to increase available borrowings by $250.0 million to $750.0 million.

In March 2020, we entered into a Commercial Financing Facility to finance non-U.S. commercial loans held-for-investment. The facility carries a two-year initial term with three one-year extension options and includes an option to extend the maturity for each underlying asset for up to four additional years. The facility has an annual interest rate of GBP LIBOR + 1.75%. This facility shares up to $500.0 million of $2.0 billion of maximum borrowings with a Commercial Loans repurchase facility.

In June 2020, we amended a Residential Loans repurchase facility with a maximum facility size of $400.0 million to extend the current maturity from February 2021 to June 2022.

In June 2020, we amended a Commercial Loans repurchase facility and a Conduit Loans repurchase facility with an aggregate maximum facility size of $950.0 million to extend the current maturity from June 2022 to June 2023.

During the three months ended June 30, 2020, we entered into mortgage loans with total borrowings of $217.1 million to refinance our Woodstar I Portfolio. The loans carry ten-year terms and weighted average annual interest rates of LIBOR + 2.71%. A portion of the net proceeds from the mortgage loans was used to repay $117.0 million of outstanding government sponsored mortgage loans. We recognized a loss on extinguishment of debt of $2.2 million in our condensed consolidated statement of operations in connection with the repayment of the government sponsored mortgage loans.

During the three months ended September 30, 2020, we extended maturities by a period of one to two years on seven facilities with an aggregate maximum facility size of $5.1 billion, including $4.6 billion related to commercial lending facilities and $500.0 million related to infrastructure lending facilities.

In September 2020, we entered into a Residential Loan Financing facility to finance residential loans held-for-sale. The facility carries a two-year initial term with the option to subsequently convert the loan to a three-year term loan. The facility has a maximum facility size of $250.0 million and an annual interest rate of the greater of 3.50% or one-month LIBOR + 2.75%. This facility does not permit valuation adjustments based on capital markets activity.

Our secured financing agreements contain certain financial tests and covenants. As of September 30, 2020, we were in compliance with all such covenants.

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of 75% of these agreements, do not permit valuation adjustments based

on capital markets activity. Instead, margin calls on these facilities are limited to collateral-specific credit marks. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For the 25% of repurchase agreements containing margin call provisions for general capital markets activity, approximately 17% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreement.

For the three and nine months ended September 30, 2020, approximately $9.5 million and $27.3 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations. For the three and nine months ended September 30, 2019, approximately $8.1 million and $24.9 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

Collateralized Loan Obligations

In August 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2019-FL1. On the closing date, the CLO issued $1.1 billion principal amount of notes, of which $936.4 million was purchased by third party investors. We retained $86.6 million of notes, along with preferred shares with a liquidation preference of $77.0 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash. During the nine months ended September 30, 2020, we utilized the reinvestment feature, contributing $88.1 million of additional interests into the CLO.

The following table is a summary of our CLO as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Face

Carrying

Weighted

September 30, 2020

Count

Amount

Value

Average Spread

Maturity

Collateral assets

24

$

1,099,672

$

1,099,558

LIBOR + 3.83%

(a)

Feb 2024

(b)

Financing

1

 

936,375

929,931

LIBOR + 1.64%

(c)

July 2038

(d)

December 31, 2019

Collateral assets

20

$

1,073,504

$

1,073,504

LIBOR + 3.34%

(a)

Nov 2023

(b)

Financing

1

 

936,375

928,060

LIBOR + 1.65%

(c)

July 2038

(d)

(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the loans financed by the CLO as of September 30, 2020, 9% earned fixed-rate weighted average interest of 6.84%.
(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
(c)Represents the weighted-average cost of financing incurred during the respective year-to-date period, inclusive of deferred issuance costs.
(d)Repayments of the CLO are tied to timing of the related collateral asset repayments. The term of the CLO financing obligation represents the legal final maturity date.

We incurred $9.2 million of issuance costs in connection with the CLO, which are amortized on an effective yield basis over the estimated life of the CLO. For the three and nine months ended September 30, 2020, approximately $0.7 million and $1.9 million, respectively, of amortization of deferred financing costs was included in interest expense on our condensed consolidated statements of operations. As of September 30, 2020 and December 31, 2019, our unamortized issuance costs were $6.4 million and $8.3 million, respectively.

The CLO is considered a VIE, for which we are deemed the primary beneficiary. We therefore consolidate the CLO. Refer to Note 14 for further discussion.

Maturities

Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The following table sets forth our principal repayments schedule for secured financings based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):

    

Repurchase

    

Other Secured

    

Agreements

Financing

CLO

Total

2020 (remainder of)

    

$

80,429

    

$

311,142

    

$

$

391,571

2021

 

764,290

 

782,007

 

1,546,297

2022

 

1,364,073

 

547,960

 

1,912,033

2023

 

1,108,155

 

706,658

 

1,814,813

2024

 

843,591

 

235,852

 

1,079,443

Thereafter

 

1,388,234

 

1,569,771

936,375

(a)

 

3,894,380

Total

$

5,548,772

$

4,153,390

$

936,375

$

10,638,537

(a)Assumes utilization of the reinvestment feature.
v3.20.2
Unsecured Senior Notes
9 Months Ended
Sep. 30, 2020
Convertible Senior Notes  
Unsecured Senior Notes  
Unsecured Senior Notes

10. Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Remaining

Coupon

Effective

Maturity

Period of

Carrying Value at

Rate

Rate (1)

Date

Amortization

September 30, 2020

December 31, 2019

2021 Senior Notes (February)

3.63

%  

(2)

3.89

%  

2/1/2021

 

0.3

years

 

$

500,000

 

$

500,000

2021 Senior Notes (December)

5.00

%  

5.32

%  

12/15/2021

1.2

years

700,000

700,000

2023 Convertible Notes

4.38

%  

4.86

%  

4/1/2023

2.5

years

250,000

250,000

2025 Senior Notes

4.75

%  

(3)

5.04

%  

3/15/2025

4.5

years

500,000

500,000

Total principal amount

1,950,000

1,950,000

Unamortized discount—Convertible Notes

(2,826)

(3,610)

Unamortized discount—Senior Notes

(8,790)

(12,144)

Unamortized deferred financing costs

 

(3,829)

 

(5,624)

Carrying amount of debt components

$

1,934,555

$

1,928,622

Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes

$

3,755

$

3,755

(1)Effective rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on our Convertible Notes, the value of which reduced the initial liability and was recorded in additional paid-in-capital.
(2)The coupon on the February 2021 Senior Notes is 3.63%.  At closing, we swapped the notes to a floating rate of LIBOR + 1.28%.
(3)The coupon on the 2025 Senior Notes is 4.75%.  At closing, we swapped $470.0 million of the notes to a floating rate of LIBOR + 2.53%.  

Our unsecured senior notes contain certain financial tests and covenants. As of September 30, 2020, we were in compliance with all such covenants.

Convertible Senior Notes

We recognized interest expense of $3.1 million and $9.2 million during the three and nine months ended September 30, 2020, respectively, from our unsecured Convertible Notes. We recognized interest expense of $3.1

million and $9.3 million during the three and nine months ended September 30, 2019, respectively, from our unsecured Convertible Notes.

The following table details the conversion attributes of our Convertible Notes outstanding as of September 30, 2020:

September 30, 2020

Conversion

Conversion

Rate (1)

Price (2)

2023 Convertible Notes

38.5959

 

$

25.91

(1)The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of Convertible Notes converted, as adjusted in accordance with the indentures governing the Convertible Notes (including the applicable supplemental indentures).

(2)As of September 30, 2020, the market price of the Company’s common stock was $15.09 per share.

The if-converted value of the 2023 Convertible Notes was less than their principal amount by $104.4 million at September 30, 2020 as the closing market price of the Company’s common stock of $15.09 was less than the implicit conversion price of $25.91 per share. The if-converted value of the principal amount of the 2023 Convertible Notes was $145.6 million as of September 30, 2020.

v3.20.2
Loan Securitization/Sale Activities
9 Months Ended
Sep. 30, 2020
Loan Securitization/Sale Activities  
Loan Securitization/Sale Activities

11. Loan Securitization/Sale Activities

As described below, we regularly sell loans and notes under various strategies. We evaluate such sales as to whether they meet the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transfer of control.

Loan Securitizations

Within the Investing and Servicing Segment, we originate commercial mortgage loans with the intent to sell these mortgage loans to VIEs for the purposes of securitization. These VIEs then issue CMBS that are collateralized in part by these assets, as well as other assets transferred to the VIE by third parties. Within the Commercial and Residential Lending Segment, we acquire residential mortgage loans with the intent to sell these mortgage loans to VIEs for the purpose of securitization. These VIEs then issue RMBS that are collateralized by these assets. In certain instances, we retain an interest in the CMBS or RMBS VIE and/or serve as special servicer or servicing administrator for the VIE. In these circumstances, we generally consolidate the VIE into which the loans were sold. The following summarizes the face amount and proceeds of commercial and residential loans securitized for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

Commercial Loans

Residential Loans

    

Face Amount

    

Proceeds

    

Face Amount

    

Proceeds

For the Three Months Ended September 30,

2020

$

151,295

$

157,497

$

478,911

$

499,321

2019

 

262,528

274,714

 

545,976

569,590

For the Nine Months Ended September 30,

2020

$

487,130

$

509,890

$

1,443,691

$

1,487,761

2019

 

787,160

 

826,932

 

886,187

 

921,602

The securitization of these commercial and residential loans does not result in a discrete gain or loss since they are carried under the fair value option.

Our securitizations have each been structured as bankruptcy-remote entities whose assets are not intended to be available to the creditors of any other party.

Commercial and Residential Loan Sales

Within the Commercial and Residential Lending Segment, we originate or acquire commercial mortgage loans, subsequently selling all or a portion thereof. Typically, our motivation for entering into these transactions is to effectively create leverage on the subordinated position that we will retain and hold for investment. We also may sell certain of our previously-acquired residential loans to third parties outside a securitization. The following table summarizes our loans sold by the Commercial and Residential Lending Segment, net of expenses (amounts in thousands):

Loan Transfers Accounted for as Sales

Commercial

Residential

    

Face Amount (1)

    

Proceeds (1)

    

Face Amount

    

Proceeds

For the Three Months Ended September 30,

2020

$

$

$

$

2019

 

53,288

53,249

1,684

1,743

For the Nine Months Ended September 30,

2020

$

399,132

$

396,078

$

550

$

604

2019

 

554,710

551,700

25,526

26,260

(1)During the nine months ended September 30, 2020, we sold $230.9 million and $168.2 million of senior interests in first mortgage loans and whole loan interests, respectively, for proceeds of $224.1 million and $172.0 million, respectively. During the nine months ended September 30, 2019, all sales were of senior interests in first mortgage loans.

During the nine months ended September 30, 2020, losses recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $1.0 million. There were no sales of commercial loans during the three months ended September 30, 2020. During the three and nine months ended September 30, 2019, gains recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $0.5 million and $3.5 million, respectively. The sale of residential loans does not result in a discrete gain or loss since they are carried under the fair value option.

Infrastructure Loan Sales

During the nine months ended September 30, 2020, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $38.7 million for proceeds of $38.4 million, recognizing gains of $0.3 million. There were no sales of loans by the Infrastructure Lending Segment during the three months ended September 30, 2020. During the three and nine months ended September 30, 2019, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $47.3 million and $404.1 million, respectively, for proceeds of $47.0 million and $393.3 million. A gain of $3.1 million was recognized during the nine months ended September 30, 2019. There was no gain recognized during the three months ended September 30, 2019. In connection with these sales, we sold an interest rate swap guarantee for cash payment of $3.1 million and recognized a decrease in fair value of $2.7 million within (loss) gain on derivative financial instruments, net in our condensed consolidated statement of operations during the nine months ended September 30, 2019. Refer to Note 12 for further discussion of our interest rate swap guarantees.

v3.20.2
Derivatives and Hedging Activity
9 Months Ended
Sep. 30, 2020
Derivatives and Hedging Activity  
Derivatives and Hedging Activity

12. Derivatives and Hedging Activity

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. Refer to Note 13 to the consolidated financial statements included in our Form 10-K for further discussion of our risk management objectives and policies.

Designated Hedges

The Company does not generally elect to apply the hedge accounting designation to its hedging instruments. As of September 30, 2020 and December 31, 2019, the Company did not have any designated hedges.


Non-designated Hedges and Derivatives

We have entered into the following types of non-designated hedges and derivatives:

Foreign exchange (“Fx”) forwards whereby we agree to buy or sell a specified amount of foreign currency for a specified amount of USD at a future date, economically fixing the USD amounts of foreign denominated cash flows we expect to receive or pay related to certain foreign denominated loan investments and properties;
Interest rate contracts which hedge a portion of our exposure to changes in interest rates;
Credit index instruments which hedge a portion of our exposure to the credit risk of our commercial loans held-for-sale; and
Interest rate swap guarantees whereby we guarantee the interest rate swap obligations of certain Infrastructure Lending borrowers. Our interest rate swap guarantees were assumed in connection with the acquisition of the Infrastructure Lending Segment.

The following table summarizes our non-designated derivatives as of September 30, 2020 (notional amounts in thousands):

Type of Derivative

    

Number of Contracts

    

Aggregate Notional Amount

    

Notional Currency

    

Maturity

Fx contracts – Buy Euros ("EUR")

1

1,915

EUR

November 2022

Fx contracts – Sell EUR

289

250,530

EUR

October 2020 – November 2025

Fx contracts – Sell Pounds Sterling ("GBP")

120

373,948

GBP

October 2020 – May 2024

Fx contracts – Sell Australian dollar ("AUD")

13

126,546

AUD

August 2021 – November 2021

Interest rate swaps – Paying fixed rates

56

1,755,593

USD

March 2023 – September 2030

Interest rate swaps – Receiving fixed rates

2

970,000

USD

January 2021 - March 2025

Interest rate caps

22

951,462

USD

October 2020 – April 2025

Credit index instruments

4

69,000

USD

September 2058 – August 2061

Interest rate swap guarantees

6

383,080

USD

March 2022 – June 2025

Total

513

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Fair Value of Derivatives

Fair Value of Derivatives

in an Asset Position (1) as of

in a Liability Position (2) as of

September 30,

December 31,

September 30,

December 31,

    

2020

2019

2020

2019

Interest rate contracts

$

38,479

$

14,385

$

3,097

$

Interest rate swap guarantees

958

614

Foreign exchange contracts

 

25,805

 

14,558

 

9,397

 

7,834

Credit index instruments

 

541

 

 

 

292

Total derivatives

$

64,825

$

28,943

$

13,452

$

8,740

(1)Classified as derivative assets in our condensed consolidated balance sheets.

(2)Classified as derivative liabilities in our condensed consolidated balance sheets.

The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in Income for the

Recognized in Income for the

Derivatives Not Designated

Location of Gain (Loss)

Three Months Ended September 30,

Nine Months Ended September 30,

as Hedging Instruments

Recognized in Income

2020

    

2019

  

2020

2019

Interest rate contracts

(Loss) gain on derivative financial instruments

$

259

$

(7,898)

$

(52,129)

$

(21,733)

Interest rate swap guarantees

(Loss) gain on derivative financial instruments

260

(468)

(345)

(3,640)

Foreign exchange contracts

 

(Loss) gain on derivative financial instruments

 

(28,514)

 

30,426

 

17,644

 

46,116

Credit index instruments

 

(Loss) gain on derivative financial instruments

 

(102)

 

(127)

 

345

 

(1,049)

$

(28,097)

$

21,933

$

(34,485)

$

19,694

v3.20.2
Offsetting Assets and Liabilities
9 Months Ended
Sep. 30, 2020
Offsetting Assets and Liabilities  
Offsetting Assets and Liabilities

13. Offsetting Assets and Liabilities

The following tables present the potential effects of netting arrangements on our financial position for financial assets and liabilities within the scope of ASC 210-20, Balance Sheet—Offsetting, which for us are derivative assets and liabilities as well as repurchase agreement liabilities (amounts in thousands):

(iv)

Gross Amounts Not

Offset in the Statement

(ii)  

(iii) = (i) - (ii)

of Financial Position

    

Gross Amounts

   

Net Amounts

   

   

Cash

   

(i)

Offset in the

Presented in

Collateral

Gross Amounts

Statement of

the Statement of

Financial

Received /

(v) = (iii) - (iv)

Recognized

Financial Position

Financial Position

Instruments

Pledged

Net Amount

As of September 30, 2020

Derivative assets

$

64,825

$

$

64,825

$

9,397

$

39,842

$

15,586

Derivative liabilities

$

13,452

$

$

13,452

$

9,397

$

3,097

$

958

Repurchase agreements

 

5,548,772

 

 

5,548,772

 

5,548,772

 

 

$

5,562,224

$

$

5,562,224

$

5,558,169

$

3,097

$

958

As of December 31, 2019

Derivative assets

$

28,943

$

$

28,943

$

5,312

$

14,208

$

9,423

Derivative liabilities

$

8,740

$

$

8,740

$

5,312

$

292

$

3,136

Repurchase agreements

 

4,609,457

 

 

4,609,457

 

4,609,457

 

 

$

4,618,197

$

$

4,618,197

$

4,614,769

$

292

$

3,136

v3.20.2
Variable Interest Entities
9 Months Ended
Sep. 30, 2020
Variable Interest Entities  
Variable Interest Entities

14. Variable Interest Entities

Investment Securities

As discussed in Note 2, we evaluate all of our investments and other interests in entities for consolidation, including our investments in CMBS, RMBS and our retained interests in securitization transactions we initiated, all of which are generally considered to be variable interests in VIEs.

Securitization VIEs consolidated in accordance with ASC 810 are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The assets and other instruments held by these securitization entities are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the securitization entities do not have any recourse to the general credit of any other consolidated entities, nor to us as the primary beneficiary. 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.

VIEs in which we are the Primary Beneficiary

The inclusion of the assets and liabilities of securitization VIEs in which we are deemed the primary beneficiary has no economic effect on us. Our exposure to the obligations of securitization VIEs is generally limited to our investment in these entities. We are not obligated to provide, nor have we provided, any financial support for any of these consolidated structures.

During the year ended December 31, 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, which is considered to be a VIE. We are the primary beneficiary of, and therefore consolidate, the CLO in our financial statements as we have both (i) the power to direct the activities in our role as collateral manager that most significantly impact the CLO’s economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the CLO that could be potentially significant through the subordinate interests we own.

The following table details the assets and liabilities of our consolidated CLO as of September 30, 2020 and December 31, 2019 (amounts in thousands):

September 30, 2020

December 31, 2019

Assets:

Loans held-for-investment

$

1,099,558

 

1,073,504

Accrued interest receivable

 

3,082

 

3,129

Other assets

328

26,496

Total Assets

$

1,102,968

$

1,103,129

Liabilities

Accounts payable, accrued expenses and other liabilities

$

621

$

1,362

Collateralized loan obligations, net

 

929,931

 

928,060

Total Liabilities

$

930,552

$

929,422

Assets held by this CLO are restricted and can be used only to settle obligations of the CLO, including the subordinate interests owned by us. The liabilities of this CLO are non-recourse to us and can only be satisfied from the assets of the CLO.

We also hold controlling interests in other non-securitization entities that are considered VIEs. SPT Dolphin Intermediate LLC (“SPT Dolphin”), the entity which holds the Woodstar II Portfolio, is a VIE because the third party interest holders do not carry kick-out rights or substantive participating rights. We were deemed to be the primary beneficiary of the VIE because we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and a significant economic interest in the entity. This VIE had total assets of $676.5 million and liabilities of $446.8 million as of September 30, 2020.

In December 2019, we entered into a newly-formed joint venture (the “CMBS JV”) within our Investing and Servicing Segment, which is considered a VIE because the third party interest holder does not carry kick-out rights or substantive participating rights. We hold a 51% ownership interest and are deemed the primary beneficiary of the CMBS JV. This VIE had total assets of $332.4 million and liabilities of $84.8 million as of September 30, 2020. Refer to Note 16 for further discussion.

In addition to the above non-securitization entities, we have smaller VIEs with total assets of $97.3 million and liabilities of $53.8 million as of September 30, 2020.

VIEs in which we are not the Primary Beneficiary

In certain instances, we hold a variable interest in a VIE in the form of CMBS, but either (i) we are not appointed, or do not serve as, special servicer or servicing administrator or (ii) an unrelated third party has the rights to unilaterally remove us as special servicer without cause. In these instances, we do not have the power to direct activities that most significantly impact the VIE’s economic performance. In other cases, the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. For these structures, we are not deemed to be the primary beneficiary of the VIE, and we do not consolidate these VIEs.

As of September 30, 2020, five of our collateralized debt obligation (“CDO”) structures within our Investing and Servicing Segment were in default or imminent default, which, pursuant to the underlying indentures, changes the rights of the variable interest holders. Upon default of a CDO, the trustee or senior note holders are allowed to exercise certain rights, including liquidation of the collateral, which at that time, is the activity which would most significantly impact the CDO’s economic performance. Further, when the CDO is in default, the collateral administrator no longer has the option to purchase securities from the CDO. In cases where the CDO is in default and we do not have the ability to exercise rights which would most significantly impact the CDO’s economic performance, we do not consolidate the VIE. As of September 30, 2020, none of these five CDO structures were consolidated.

As noted above, we are not obligated to provide, nor have we provided, any financial support for any of our securitization VIEs, whether or not we are deemed to be the primary beneficiary. As such, the risk associated with our involvement in these VIEs is limited to the carrying value of our investment in the entity. As of September 30, 2020, our maximum risk of loss related to securitization VIEs in which we were not the primary beneficiary was $23.5 million on a fair value basis.

As of September 30, 2020, the securitization VIEs which we do not consolidate had debt obligations to beneficial interest holders with unpaid principal balances, excluding the notional value of interest-only securities, of $4.1 billion. The corresponding assets are comprised primarily of commercial mortgage loans with unpaid principal balances corresponding to the amounts of the outstanding debt obligations.

We also hold passive non-controlling interests in certain unconsolidated entities that are considered VIEs. We are not the primary beneficiaries of these VIEs as we do not possess the power to direct the activities of the VIEs that most significantly impact their economic performance and therefore report our interests, which totaled $21.8 million as of September 30, 2020, within investment in unconsolidated entities on our condensed consolidated balance sheet. Our maximum risk of loss is limited to our carrying value of the investments.

v3.20.2
Related-Party Transactions
9 Months Ended
Sep. 30, 2020
Related-Party Transactions  
Related-Party Transactions

15. Related-Party Transactions

Management Agreement

We are party to a management agreement (the “Management Agreement”) with our Manager. Under the Management Agreement, our Manager, subject to the oversight of our board of directors, is required to manage our day to day activities, for which our Manager receives a base management fee and is eligible for an incentive fee and stock awards. Our Manager’s personnel perform certain due diligence, legal, management and other services that outside professionals or consultants would otherwise perform. As such, in accordance with the terms of our Management Agreement, our Manager is paid or reimbursed for the documented costs of performing such tasks, provided that such costs and reimbursements are in amounts no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of this agreement.

Base Management Fee. For both the three months ended September 30, 2020 and 2019, approximately $19.2 million was incurred for base management fees. For the nine months ended September 30, 2020 and 2019, approximately $57.4 million and $57.7 million, respectively, was incurred for base management fees. In April 2020, our board of directors authorized the payment of our first quarter base management fee of $19.1 million in 1,422,143 shares of our common stock. As of September 30, 2020 and December 31, 2019, there were $19.2 million and $19.3 million, respectively, of unpaid base management fees included in related-party payable in our condensed consolidated balance sheets.

Incentive Fee. There were no incentive fees incurred during the three months ended September 30, 2020 and $1.8 million were incurred during the three months ended September 30, 2019. For the nine months ended September 30, 2020 and 2019, approximately $15.8 million and $2.0 million, respectively, was incurred for incentive fees. As of December 31, 2019, there were $18.1 million of unpaid incentive fees included in related-party payable in our condensed consolidated balance sheets. There were no unpaid incentive fees as of September 30, 2020.

Expense Reimbursement. For the three months ended September 30, 2020 and 2019, approximately $1.5 million and $1.9 million, respectively, was incurred for executive compensation and other reimbursable expenses and recognized within general and administrative expenses in our condensed consolidated statements of operations. For the nine months ended September 30, 2020 and 2019, approximately $5.2 million and $5.8 million, respectively, was incurred for executive compensation and other reimbursable expenses. As of September 30, 2020 and December 31, 2019, approximately $2.9 million and $3.5 million, respectively, of unpaid reimbursable executive compensation and other expenses were included in related-party payable in our condensed consolidated balance sheets.

Equity Awards. In certain instances, we issue RSAs to certain employees of affiliates of our Manager who perform services for us. There were no RSAs granted during the three months ended September 30, 2020 or 2019. Expenses related to the vesting of awards to employees of affiliates of our Manager were $0.1 million and $1.2 million during the three months ended September 30, 2020 and 2019, respectively, and are reflected in general and administrative expenses in our condensed consolidated statements of operations. During the nine months ended September 30, 2020 and 2019, we granted 341,635 and 182,861 RSAs, respectively, at grant date fair values of $3.9 million and $4.1 million, respectively. Expenses related to the vesting of awards to employees of affiliates of our Manager were $2.5 million and $3.0 million during the nine months ended September 30, 2020 and 2019, respectively. These shares generally vest over a three-year period.

Manager Equity Plan

In May 2017, the Company’s shareholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the “2017 Manager Equity Plan”), which replaced the Starwood Property Trust, Inc. Manager Equity Plan (“Manager Equity Plan”). In September 2019, we granted 1,200,000 RSUs to our Manager under the 2017 Manager Equity Plan. In April 2018, we granted 775,000 RSUs to our Manager under the 2017 Manager Equity Plan. In March 2017, we granted 1,000,000 RSUs to our Manager under the Manager Equity Plan. In connection with these grants and prior similar grants, we recognized share-based compensation expense of $3.4 million and $8.8 million within management fees in our condensed consolidated statements of operations for the three months ended September 30, 2020 and 2019, respectively. For the nine months ended September 30, 2020 and 2019, we recognized $12.0 million and $15.2 million, respectively, related to these awards. Refer to Note 16 for further discussion of these grants.

Investments in Loans

In January 2020, the Company originated a $3.5 million bridge loan to a third party borrower for the development and recapitalization of luxury cabin rentals.  In February 2020, the bridge loan was repaid, and the Company originated a $99.0 million first mortgage loan to the same borrower.  The loan bears interest at a fixed rate of 10.5% plus fees and contains a term of 36 months with two one-year extension options.  Certain members of our executive team and board of directors own equity interests in the borrower.  The investment was approved by our independent directors.

In January 2020, the Company co-originated a €70.3 million mezzanine loan with SEREF, an affiliate of our Manager, to the third party that acquired our property portfolio in Ireland in December 2019. The Company and SEREF each originated €35.2 million. The loan matures in October 2025.

During the three and nine months ended September 30, 2020, the Company acquired $57.6 million and $185.0 million, respectively, of loans from a residential mortgage originator in which it holds an equity interest. Refer to Note 7 for further discussion.

During the three months ended September 30, 2020, the Company amended a $4.5 million subordinated loan to a residential mortgage originator in which it holds an equity interest, to extend the maturity from September 2020 to September 2021.

During the three months ended September 30, 2020, the Company received a $245.0 million partial repayment on a first mortgage and mezzanine loan that was originated in August 2017 related to an office campus located in Irvine, California. An affiliate of our Manager has a non-controlling equity interest in the borrower.

Lease Arrangements

In March 2020, we entered into an office lease agreement with an entity which is controlled by our Chairman and CEO through majority equity ownership of the entity. The leased premises are currently under construction and will serve as our new Miami Beach office when our existing lease in Miami Beach expires on December 31, 2021. The lease will commence after delivery of the office space to us, but no earlier than July 30, 2021. The lease is for approximately 74,000 square feet of office space, has an initial term of 15 years and requires monthly lease payments starting in the tenth month after lease commencement. The lease payments are based on an annual base rate of $52.00 per square foot that increases by 3% each anniversary following commencement, plus our pro rata share of building operating expenses. In April 2020, we provided a $1.9 million cash security deposit to the landlord. Prior to the execution of this lease, we engaged an independent third party leasing firm and external counsel to advise the independent directors of our board of directors on market terms for the lease.  The terms of the lease were approved by our independent directors.

Other Related-Party Arrangements

Highmark Residential (“Highmark”), an affiliate of our Manager, now provides property management services for all 32 properties within our Woodstar I Portfolio. Fees paid to Highmark are calculated as a percentage of gross receipts and are at market terms. During both the three months ended September 30, 2020 and 2019, property management fees to Highmark of $0.4 million were recognized in our condensed consolidated statements of operations. During the nine months ended September 30, 2020 and 2019, property management fees to Highmark of $1.4 million and $1.1 million, respectively, were recognized in our condensed consolidated statements of operations.

Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of related-party agreements.

v3.20.2
Stockholders' Equity and Non-Controlling Interests
9 Months Ended
Sep. 30, 2020
Stockholders' Equity and Non-Controlling Interests  
Stockholders' Equity and Non-Controlling Interests

16. Stockholders’ Equity and Non-Controlling Interests

During the nine months ended September 30, 2020, our board of directors declared the following dividends:

Declaration Date

    

Record Date

    

Ex-Dividend Date

    

Payment Date

    

Amount

    

Frequency

9/16/20

9/30/20

9/29/20

10/15/20

$

0.48

Quarterly

6/16/20

 

6/30/20

 

6/29/20

7/15/20

0.48

 

Quarterly

2/25/20

 

3/31/20

 

3/30/20

4/15/20

0.48

 

Quarterly

During the nine months ended September 30, 2020 and 2019, there were no shares issued under our At-The-Market Equity Offering Sales Agreement. During the nine months ended September 30, 2020 and 2019, shares issued under the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) were not material.

In February 2020, our board of directors authorized the repurchase of up to $400.0 million of our outstanding common shares and Convertible Notes over a period of one year. Purchases made pursuant to the program will be made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases are discretionary and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. During the nine months ended September 30, 2020, we repurchased 1,925,421 shares of common stock for $28.8 million and no Convertible Notes under our repurchase program. As of September 30, 2020, we had $371.2 million of remaining capacity to repurchase common stock and/or Convertible Notes under the repurchase program.

Equity Incentive Plans

In May 2017, the Company’s shareholders approved the 2017 Manager Equity Plan and the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”), which allow for the issuance of up to 11,000,000 stock options, stock appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors, employees, consultants or any other party providing services to the Company. The 2017 Manager Equity Plan succeeds and replaces the Manager Equity Plan and the 2017 Equity Plan succeeds and replaces the Starwood Property

Trust, Inc. Equity Plan (the “Equity Plan”) and the Starwood Property Trust, Inc. Non-Executive Director Stock Plan (the “Non-Executive Director Stock Plan”).

The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager Equity Plan during the nine months ended September 30, 2020 and 2019 (dollar amounts in thousands):

Grant Date

    

Type

    

Amount Granted

    

Grant Date Fair Value

    

Vesting Period

 

September 2019

RSU

1,200,000

$

29,484

(1)

April 2018

RSU

775,000

16,329

3 years

March 2017

RSU

1,000,000

22,240

3 years

(1)Of the amount granted, 218,898 vested immediately on the grant date and the remaining amount vests over a three-year period.

Schedule of Non-Vested Shares and Share Equivalents

2017

Weighted Average

2017

Manager

Grant Date Fair

Equity Plan

Equity Plan

Total

Value (per share)

Balance as of January 1, 2020

 

1,413,170

 

1,305,597

 

2,718,767

 

$

22.74

Granted

1,014,753

 

1,014,753

 

10.98

Vested

 

(640,727)

(522,359)

 

(1,163,086)

 

22.50

Forfeited

 

(20,960)

 

(20,960)

 

14.23

Balance as of September 30, 2020

 

1,766,236

 

783,238

 

2,549,474

 

18.23

As of September 30, 2020, there were 6.5 million shares of common stock available for future grants under the 2017 Manager Equity Plan and the 2017 Equity Plan.

Non-Controlling Interests in Consolidated Subsidiaries

In connection with our Woodstar II Portfolio acquisitions, we issued 10.2 million Class A Units in our consolidated subsidiary, SPT Dolphin, and rights to receive an additional 1.9 million Class A Units if certain contingent events occur. As of September 30, 2020, 1.8 million of the 1.9 million contingent Class A Units were issued. The Class A Units are redeemable for consideration equal to the current share price of the Company’s common stock on a one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. During the nine months ended September 30, 2020, redemptions of 0.5 million of the Class A Units were received, of which 0.4 million were settled in common stock and 0.1 million were settled for $1.3 million in cash, leaving 10.5 million Class A Units outstanding as of September 30, 2020. In consolidation, the outstanding Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our condensed consolidated balance sheets, the balance of which was $225.4 million and $235.9 million as of September 30, 2020 and December 31, 2019, respectively.

To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net income attributable to non-controlling interests in our condensed consolidated statements of operations. During the three and nine months ended September 30, 2020, we recognized net income attributable to non-controlling interests of $5.1 million and $15.3 million, respectively, associated with these Class A Units. During the three and nine months ended September 30, 2019, we recognized net income attributable to non-controlling interests of $5.2 million and $16.3 million, respectively, associated with these Class A Units.

As discussed in Note 14, we entered into the CMBS JV within our Investing and Servicing Segment in December 2019. Because the CMBS JV was deemed a VIE for which we were the primary beneficiary, this transaction was not recognized as a sale for GAAP purposes. Instead, the 49% interest of our joint venture partner is reflected as a non-controlling interest in consolidated subsidiaries on our consolidated balance sheets, and any net income attributable to this 49% joint venture interest is reflected within net income attributable to non-controlling interests in our consolidated statement of operations. The non-controlling interests in the CMBS JV were $127.8 million and $175.6 million as of September 30, 2020 and December 31, 2019, respectively. During the three and nine months ended September 30, 2020, net income attributable to non-controlling interests was $6.8 million and $7.6 million, respectively.

v3.20.2
Earnings per Share
9 Months Ended
Sep. 30, 2020
Earnings per Share  
Earnings per Share

17. Earnings per Share

The following table provides a reconciliation of net income and the number of shares of common stock used in the computation of basic EPS and diluted EPS (amounts in thousands, except per share amounts):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2020

    

2019

    

2020

    

2019

Basic Earnings

Income attributable to STWD common stockholders

$

151,834

$

140,396

$

224,721

$

337,795

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,721)

 

(1,205)

 

(3,422)

 

(2,779)

Basic earnings

$

150,113

$

139,191

$

221,299

$

335,016

Diluted Earnings

Income attributable to STWD common stockholders

$

151,834

$

140,396

$

224,721

$

337,795

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,721)

 

(1,205)

 

(3,422)

 

(2,779)

Add: Interest expense on Convertible Notes (1)

3,055

3,071

*

9,306

Add: Undistributed earnings to participating shares

 

663

 

188

 

 

Less: Undistributed earnings reallocated to participating shares

 

(642)

 

(182)

 

 

Diluted earnings

$

153,189

$

142,268

$

221,299

$

344,322

Number of Shares:

Basic — Average shares outstanding

 

282,596

 

279,992

 

281,686

 

278,934

Effect of dilutive securities — Convertible Notes (1)

 

9,649

 

9,649

 

*

 

9,857

Effect of dilutive securities — Contingently issuable shares

 

 

38

 

38

Effect of dilutive securities — Unvested non-participating shares

213

233

182

192

Diluted — Average shares outstanding

 

292,458

 

289,912

 

281,868

 

289,021

Earnings Per Share Attributable to STWD Common Stockholders:

Basic

$

0.53

$

0.50

$

0.79

$

1.20

Diluted

$

0.52

$

0.49

$

0.79

$

1.19

(1)The Company does not intend to fully settle the principal amount of the Convertible Notes in cash upon conversion. Accordingly, under GAAP, the dilutive effect to EPS for the periods presented above is determined using the “if-converted” method whereby interest expense or any loss on extinguishment of our Convertible Notes is added back to the diluted EPS numerator and the full number of potential shares contingently issuable upon their conversion is included in the diluted EPS denominator, if dilutive. Refer to Note 10 for further discussion.

* Our Convertible Notes were not dilutive for the nine months ended September 30, 2020.

As of September 30, 2020 and 2019, participating shares of 12.8 million and 13.4 million, respectively, were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-class method used above. Such participating shares at September 30, 2020 and 2019 included 10.5 million and 10.9 million potential shares, respectively, of our common stock issuable upon redemption of the Class A Units in SPT Dolphin, as discussed in Note 16.

v3.20.2
Accumulated Other Comprehensive Income
9 Months Ended
Sep. 30, 2020
Accumulated Other Comprehensive Income  
Accumulated Other Comprehensive Income

18. Accumulated Other Comprehensive Income

The changes in AOCI by component are as follows (amounts in thousands):

    

Cumulative

    

    

Unrealized Gain

(Loss) on

Foreign

Available-for-

Currency

Sale Securities

Translation

Total

Three Months Ended September 30, 2020

Balance at July 1, 2020

$

42,930

$

(64)

$

42,866

OCI before reclassifications

 

(581)

 

 

(581)

Amounts reclassified from AOCI

 

 

 

Net period OCI

 

(581)

 

 

(581)

Balance at September 30, 2020

$

42,349

$

(64)

$

42,285

Three Months Ended September 30, 2019

Balance at July 1, 2019

$

53,049

$

4,075

$

57,124

OCI before reclassifications

(520)

 

(4,168)

 

(4,688)

Amounts reclassified from AOCI

 

(59)

 

 

(59)

Net period OCI

 

(579)

 

(4,168)

 

(4,747)

Balance at September 30, 2019

$

52,470

$

(93)

$

52,377

Nine Months Ended September 30, 2020

Balance at January 1, 2020

$

50,996

$

(64)

$

50,932

OCI before reclassifications

 

(8,647)

 

 

(8,647)

Amounts reclassified from AOCI

 

 

 

Net period OCI

 

(8,647)

 

 

(8,647)

Balance at September 30, 2020

$

42,349

$

(64)

$

42,285

Nine Months Ended September 30, 2019

Balance at January 1, 2019

$

53,515

$

5,145

$

58,660

OCI before reclassifications

 

(986)

 

(5,238)

 

(6,224)

Amounts reclassified from AOCI

 

(59)

 

 

(59)

Net period OCI

 

(1,045)

 

(5,238)

 

(6,283)

Balance at September 30, 2019

$

52,470

$

(93)

$

52,377

v3.20.2
Fair Value
9 Months Ended
Sep. 30, 2020
Fair Value  
Fair Value

19. Fair Value

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Valuation Process

We have valuation control processes in place to validate the fair value of the Company’s financial assets and liabilities measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

Pricing Verification—We use recently executed transactions, other observable market data such as exchange data, broker/dealer quotes, third party pricing vendors and aggregation services for validating the fair values generated using valuation models. Pricing data provided by approved external sources is evaluated using a number of approaches; for example, by corroborating the external sources’ prices to executed trades, analyzing the methodology and assumptions used by the external source to generate a price and/or by evaluating how active the third party pricing source (or originating sources used by the third party pricing source) is in the market.

Unobservable Inputs—Where inputs are not observable, we review the appropriateness of the proposed valuation methodology to ensure it is consistent with how a market participant would arrive at the unobservable input. The valuation methodologies utilized in the absence of observable inputs may include extrapolation techniques and the use of comparable observable inputs.

Any changes to the valuation methodology will be reviewed by our management to ensure the changes are appropriate. The methods used may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair values. Furthermore, while we anticipate that our valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value could result in a different estimate of fair value at the reporting date.

Fair Value on a Recurring Basis

We determine the fair value of our financial assets and liabilities measured at fair value on a recurring basis as follows:

Loans held-for-sale, commercial

We measure the fair value of our commercial mortgage loans held-for-sale using a discounted cash flow analysis unless observable market data (i.e., securitized pricing) is available. A discounted cash flow analysis requires management to make estimates regarding future interest rates and credit spreads. The most significant of these inputs relates to credit spreads and is unobservable. Thus, we have determined that the fair values of mortgage loans valued using a discounted cash flow analysis should be classified in Level III of the fair value hierarchy, while mortgage loans

valued using securitized pricing should be classified in Level II of the fair value hierarchy. Mortgage loans classified in Level III are transferred to Level II if securitized pricing becomes available.

Loans held-for-sale and loans held-for-investment, residential

We measure the fair value of our residential mortgage loans held-for-sale and held-for-investment based on the net present value of expected future cash flows using a combination of observable and unobservable inputs. Observable market participant assumptions include pricing related to trades of residential mortgage loans with similar characteristics. Unobservable inputs include the expectation of future cash flows, which involves judgments about the underlying collateral, the creditworthiness of the borrower, estimated prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and certain other factors. At each measurement date, we consider both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs, these loans have been classified within Level III.

RMBS

RMBS are valued utilizing observable and unobservable market inputs. The observable market inputs include recent transactions, broker quotes and vendor prices (“market data”). However, given the implied price dispersion amongst the market data, the fair value determination for RMBS has also utilized significant unobservable inputs in discounted cash flow models including prepayments, default and severity estimates based on the recent performance of the collateral, the underlying collateral characteristics, industry trends, as well as expectations of macroeconomic events (e.g., housing price curves, interest rate curves, etc.). At each measurement date, we consider both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs these securities have been classified within Level III.

CMBS

CMBS are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar securities and the spreads used in the prior valuation. We obtain current market spread information where available and use this information in evaluating and validating the market price of all CMBS. Depending upon the significance of the fair value inputs used in determining these fair values, these securities are classified in either Level II or Level III of the fair value hierarchy. CMBS may shift between Level II and Level III of the fair value hierarchy if the significant fair value inputs used to price the CMBS become or cease to be observable.

Equity security

The equity security is publicly registered and traded in the U.S. and its market price is listed on the London Stock Exchange. The security has been classified within Level I.

Domestic servicing rights

The fair value of this intangible is determined using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, including forecasted loan defeasance, control migration, delinquency and anticipated maturity defaults which are calculated assuming a debt yield at which default occurs. Since the most significant of these inputs are unobservable, we have determined that the fair values of this intangible in its entirety should be classified in Level III of the fair value hierarchy.

Derivatives

The valuation of derivative contracts are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market based inputs, including interest rate curves, spot and market forward points and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted

expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

The valuation of over the counter derivatives are determined using discounted cash flows based on Overnight Index Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Uncollateralized or partially collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs (i.e., a LIBOR OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. For credit index instruments, fair value is determined based on changes in the relevant indices from the date of initiation of the instrument to the reporting date, as these changes determine the amount of any future cash settlement between us and the counterparty. These indices are considered Level II inputs as they are directly observable.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level II of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level III inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of September 30, 2020 and December 31, 2019, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level II of the fair value hierarchy.

Liabilities of consolidated VIEs

Our consolidated VIE liabilities generally represent bonds that are not owned by us. The majority of these are either traded in the marketplace or can be analogized to similar securities that are traded in the marketplace. For these liabilities, pricing is considered to be Level II, where the valuation is based upon quoted prices for similar instruments traded in active markets. We generally utilize third party pricing service providers for valuing these liabilities. In order to determine whether to utilize the valuations provided by third parties, we conduct an ongoing evaluation of their valuation methodologies and processes, as well as a review of the individual valuations themselves. In evaluating third party pricing for reasonableness, we consider a variety of factors, including market transaction information for the particular bond, market transaction information for bonds within the same trust, market transaction information for similar bonds, the bond’s ratings and the bond’s subordination levels.

For the minority portion of our consolidated VIE liabilities which consist of unrated or non-investment grade bonds that are not owned by us, pricing may be either Level II or Level III. If independent third party pricing similar to that noted above is available, we consider the valuation to be Level II. If such third party pricing is not available, the valuation is generated from model-based techniques that use significant unobservable assumptions, and we consider the valuation to be Level III. For VIE liabilities classified as Level III, valuation is determined based on discounted expected future cash flows which take into consideration expected duration and yields based on market transaction information, ratings, subordination levels, vintage and current market spread. VIE liabilities may shift between Level II and Level III of the fair value hierarchy if the significant fair value inputs used to price the VIE liabilities become or cease to be observable.

Assets of consolidated VIEs

The securitization 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 of the VIE, we maximize the use of observable inputs over unobservable inputs. The individual assets of a VIE are inherently incapable of precise measurement given their illiquid nature and the limitations on available information related to these assets. Because our methodology for valuing these assets does not value the individual assets of a VIE, but rather uses the value of the VIE

liabilities as an indicator of the fair value of VIE assets as a whole, we have determined that our valuations of VIE assets in their entirety should be classified in Level III of the fair value hierarchy.

Fair Value on a Nonrecurring Basis

We determine the fair value of our financial assets and liabilities measured at fair value on a nonrecurring basis as follows:

Loans held-for-sale, infrastructure

We measure the fair value of infrastructure loans held-for-sale, which are carried at the lower of amortized cost or fair value, utilizing bids periodically received from third parties to acquire these assets. As these bids represent observable market data, we have determined that the fair value of these assets would be classified in Level II of the fair value hierarchy.

Fair Value Only Disclosed

We determine the fair value of our financial instruments and assets where fair value is disclosed as follows:

Loans held-for-investment and loans held-for-sale

We estimate the fair values of our loans not carried at fair value on a recurring basis by discounting their expected cash flows at a rate we estimate would be demanded by the market participants that are most likely to buy our loans. The expected cash flows used are generally the same as those used to calculate our level yield income in the financial statements. Since these inputs are unobservable, we have determined that the fair value of these loans in their entirety would be classified in Level III of the fair value hierarchy.

HTM debt securities

We estimate the fair value of our mandatorily redeemable preferred equity interests in commercial real estate companies and infrastructure bonds using the same methodology described for our loans held-for-investment. We estimate the fair value of our HTM CMBS using the same methodology described for our CMBS carried at fair value on a recurring basis.

Secured financing agreements, CLO and unsecured senior notes not convertible

The fair value of the secured financing agreements, CLO and unsecured senior notes not convertible are determined by discounting the contractual cash flows at the interest rate we estimate such arrangements would bear if executed in the current market. We have determined that our valuation of these instruments should be classified in Level III of the fair value hierarchy.

Convertible Notes

The fair value of the debt component of our Convertible Notes is estimated by discounting the contractual cash flows at the interest rate we estimate such notes would bear if sold in the current market without the embedded conversion option which, in accordance with ASC 470, is reflected as a component of equity. We have determined that our valuation of our Convertible Notes should be classified in Level III of the fair value hierarchy.

Fair Value Disclosures

The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the condensed consolidated balance sheets by their level in the fair value hierarchy as of September 30, 2020 and December 31, 2019 (amounts in thousands):

September 30, 2020

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

1,269,080

$

$

$

1,269,080

RMBS

 

170,270

 

 

 

170,270

CMBS

 

23,489

 

 

1,640

 

21,849

Equity security

 

10,058

 

10,058

 

 

Domestic servicing rights

 

14,589

 

 

 

14,589

Derivative assets

 

64,825

 

 

64,825

 

VIE assets

 

64,477,475

 

 

 

64,477,475

Total

$

66,029,786

$

10,058

$

66,465

$

65,953,263

Financial Liabilities:

Derivative liabilities

$

13,452

$

$

13,452

$

VIE liabilities

 

62,876,265

 

 

60,560,959

 

2,315,306

Total

$

62,889,717

$

$

60,574,411

$

2,315,306

December 31, 2019

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

1,436,194

$

$

$

1,436,194

RMBS

 

189,576

 

 

 

189,576

CMBS

 

37,360

 

 

12,352

 

25,008

Equity security

 

12,664

 

12,664

 

 

Domestic servicing rights

 

16,917

 

 

 

16,917

Derivative assets

 

28,943

 

 

28,943

 

VIE assets

 

62,187,175

 

 

 

62,187,175

Total

$

63,908,829

$

12,664

$

41,295

$

63,854,870

Financial Liabilities:

Derivative liabilities

$

8,740

$

$

8,740

$

VIE liabilities

 

60,743,494

 

 

58,206,102

 

2,537,392

Total

$

60,752,234

$

$

58,214,842

$

2,537,392

The changes in financial assets and liabilities classified as Level III are as follows for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2020 balance

$

894,613

$

174,281

$

21,891

$

13,955

$

64,175,387

$

(2,129,529)

$

63,150,598

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

61,384

 

 

(56)

634

 

(202,560)

 

(30,577)

 

(171,175)

Net accretion

 

 

2,633

 

 

 

 

 

2,633

Included in OCI

 

 

(581)

 

 

 

 

 

(581)

Purchases / Originations

 

1,013,158

 

 

 

 

 

 

1,013,158

Sales

 

(656,818)

 

 

 

 

 

 

(656,818)

Cash repayments / receipts

 

(43,257)

 

(6,063)

 

(213)

 

 

 

(329)

 

(49,862)

Transfers into Level III

 

 

 

 

 

 

(485,332)

 

(485,332)

Transfers out of Level III

 

 

 

 

 

 

322,888

 

322,888

Consolidation of VIEs

 

 

 

 

 

512,300

 

 

512,300

Deconsolidation of VIEs

 

 

 

227

 

 

(7,652)

 

7,573

 

148

September 30, 2020 balance

$

1,269,080

$

170,270

$

21,849

$

14,589

$

64,477,475

$

(2,315,306)

$

63,637,957

Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$

8,864

$

2,633

$

(56)

$

634

$

(194,147)

$

(30,577)

$

(212,649)

Included in OCI

$

$

(581)

$

$

$

$

$

(581)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2019 balance

$

1,372,398

$

200,874

$

34,283

$

18,874

$

57,667,606

$

(2,374,002)

$

56,920,033

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

32,512

 

 

432

(625)

 

(380,973)

 

28,005

 

(320,649)

Net accretion

 

 

2,446

 

 

 

 

 

2,446

Included in OCI

 

 

(578)

 

 

 

 

 

(578)

Purchases / Originations

1,123,553

 

 

5,165

 

 

 

1,128,718

Sales

 

(846,047)

 

 

 

 

 

 

(846,047)

Issuances

 

 

 

 

 

 

(22,958)

 

(22,958)

Cash repayments / receipts

(33,054)

 

(7,445)

 

(3,343)

 

 

 

(12,516)

 

(56,358)

Transfers into Level III

 

 

 

 

 

 

(122,911)

 

(122,911)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

319,727

 

93,914

Consolidation of VIEs

 

 

 

 

 

1,999,780

 

(85,450)

 

1,914,330

Deconsolidation of VIEs

 

 

 

(657)

 

 

(37,359)

 

 

(38,016)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of unrealized gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

4,537

$

2,390

$

434

$

(625)

$

(380,973)

$

28,005

$

(346,232)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2020 balance

$

1,436,194

$

189,576

$

25,008

$

16,917

$

62,187,175

$

(2,537,392)

$

61,317,478

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

79,700

 

 

5,331

 

(2,328)

 

(1,291,705)

 

107,019

 

(1,101,983)

Net accretion

 

 

7,967

 

 

 

 

 

7,967

Included in OCI

 

 

(8,647)

 

 

 

 

 

(8,647)

Purchases / Originations

 

1,900,738

 

 

 

 

 

 

1,900,738

Sales

 

(1,998,255)

 

 

(7,940)

 

 

 

 

(2,006,195)

Issuances

 

 

 

 

 

 

(24,376)

 

(24,376)

Cash repayments / receipts

 

(149,297)

 

(18,626)

 

(777)

 

 

 

(9,589)

 

(178,289)

Transfers into Level III

 

 

 

 

 

 

(1,242,539)

 

(1,242,539)

Transfers out of Level III

 

 

 

 

 

 

1,455,093

 

1,455,093

Consolidation of VIEs

 

 

 

 

 

3,589,657

 

(71,095)

 

3,518,562

Deconsolidation of VIEs

 

 

 

227

 

 

(7,652)

 

7,573

 

148

September 30, 2020 balance

$

1,269,080

$

170,270

$

21,849

$

14,589

$

64,477,475

$

(2,315,306)

$

63,637,957

Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$

8,551

$

7,967

$

(1,055)

$

(2,328)

$

(1,213,498)

$

107,019

$

(1,093,344)

Included in OCI

$

$

(8,647)

$

$

$

$

$

(8,647)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2019 balance

$

671,282

$

209,079

$

25,228

$

20,557

$

53,446,364

$

(1,441,446)

$

52,931,064

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

65,669

 

 

1,153

 

(2,308)

 

39,961

 

51,907

 

156,382

Net accretion

 

 

7,484

 

 

 

 

 

7,484

Included in OCI

 

 

(1,044)

 

 

 

 

 

(1,044)

Purchases / Originations

2,775,787

 

 

5,165

 

 

 

2,780,952

Sales

 

(1,774,794)

 

 

(3,978)

 

 

 

 

(1,778,772)

Issuances

 

 

 

 

 

 

(81,681)

 

(81,681)

Cash repayments / receipts

(88,582)

 

(20,222)

 

(8,933)

 

 

 

(15,786)

 

(133,523)

Transfers into Level III

 

 

 

5,350

 

 

 

(1,374,505)

 

(1,369,155)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

750,546

 

524,733

Consolidation of VIEs

 

 

 

 

 

6,103,915

 

(193,300)

 

5,910,615

Deconsolidation of VIEs

 

 

 

11,895

 

 

(341,186)

 

34,160

 

(295,131)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of total gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

6,775

$

7,397

$

101

$

(2,308)

$

39,961

$

51,907

$

103,833

Amounts were transferred from Level II to Level III due to a decrease in the observable relevant market activity and amounts were transferred from Level III to Level II due to an increase in the observable relevant market activity.

The following table presents the fair values, all of which are classified in Level III of the fair value hierarchy, of our financial instruments not carried at fair value on the condensed consolidated balance sheets (amounts in thousands):

September 30, 2020

December 31, 2019

   

Carrying

   

Fair

Carrying

  

Fair

Value

Value

Value

Value

Financial assets not carried at fair value:

Loans held-for-investment and loans held-for-sale

$

10,662,245

$

10,583,876

$

10,034,030

$

10,086,372

HTM debt securities

 

541,296

 

512,808

 

570,638

 

568,727

Financial liabilities not carried at fair value:

Secured financing agreements and CLO

$

10,545,823

$

10,495,587

$

9,834,108

$

9,826,511

Unsecured senior notes

 

1,934,555

 

1,917,805

 

1,928,622

 

2,022,283

The following is quantitative information about significant unobservable inputs in our Level III measurements for those assets and liabilities measured at fair value on a recurring basis (dollars in thousands):

Carrying Value at

Valuation

Unobservable

Range (Weighted Average) as of (1)

   

September 30, 2020

   

Technique

   

Input

   

September 30, 2020

   

December 31, 2019

Loans under fair value option

$

1,269,080

Discounted cash flow

Yield (b)

3.3% - 9.7% (4.7%)

3.4% - 5.9%

Duration (c)

1.5 - 10.8 years (4.8 years)

1.3 - 11.3 years

RMBS

 

170,270

Discounted cash flow

Constant prepayment rate (a)

3.2% - 16.4% (7.3%) 

3.1% - 24.9%

Constant default rate (b)

1.3% - 5.0% (2.6%)

0.5% - 5.0%

Loss severity (b)

0% - 79% (26%) (e) 

0% - 93% (e)

Delinquency rate (c)

8% - 28% (18%) 

5% - 29%

Servicer advances (a)

24% - 85% (61%) 

27% - 85%

Annual coupon deterioration (b)

0.0% - 0.9% (0.1%)

0% - 1.6%

Putback amount per projected total collateral loss (d)

0% -25% (1.1%)  

0% - 28%

CMBS

 

21,849

Discounted cash flow

Yield (b)

0% - 700.5% (6.1%) 

0% - 122.9%

Duration (c)

0 - 8.9 years (5.5 years)

0 - 9.7 years

Domestic servicing rights

 

14,589

Discounted cash flow

Debt yield (a)

7.75% (7.75%) 

7.50%

Discount rate (b)

15% (15%) 

15%

VIE assets

 

64,477,475

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 19 years (3.9 years)

0 - 19.2 years

VIE liabilities

 

(2,315,306)

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 11.0 years (3.8 years)

0 - 12.7 years

(1)The ranges and weighted averages of significant unobservable inputs are represented in percentages and years. Unobservable inputs were weighted by the relative carrying value of the instruments as of September 30, 2020.

Information about Uncertainty of Fair Value Measurements

(a)Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.
(b)Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.
(c)Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (higher or lower) fair value measurement depending on the structural features of the security in question.
(d)Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.
(e)17% and 34% of the portfolio falls within a range of 45% - 80% as of September 30, 2020 and December 31, 2019, respectively.
v3.20.2
Income Taxes
9 Months Ended
Sep. 30, 2020
Income Taxes  
Income Taxes

20. Income Taxes

Certain of our domestic subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit us to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, we will continue to maintain our qualification as a REIT.

Our TRSs engage in various real estate related operations, including special servicing of commercial real estate, originating and securitizing mortgage loans, and investing in entities which engage in real estate-related operations. As of September 30, 2020 and December 31, 2019, approximately $1.3 billion and $1.6 billion, respectively, of assets were owned by TRS entities. Our TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by us with respect to our interest in TRSs.

The following table is a reconciliation of our U.S. federal income tax (benefit) provision determined using our statutory federal tax rate to our reported income tax (benefit) provision for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):

  

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

2020

    

2019

 

    

2020

2019

Federal statutory tax rate

$

37,711

 

21.0

%

  

$

32,448

 

21.0

%

  

$

54,231

 

21.0

%

 

$

77,140

 

21.0

%

REIT and other non-taxable loss

 

(24,688)

(13.7)

%

 

(28,870)

(18.7)

%

 

(41,697)

(16.2)

%

 

(71,042)

(19.3)

%

State income taxes

 

4,278

2.4

%

 

937

0.6

%

 

4,118

1.6

%

 

1,597

0.4

%

Federal benefit of state tax deduction

 

(899)

(0.5)

%

 

(196)

(0.1)

%

 

(865)

(0.3)

%

 

(335)

(0.1)

%

Net operating loss carryback rate differential

 

(1,569)

(0.9)

%

 

%

 

(5,286)

(2.0)

%

 

%

Intra-entity transfer

%

%

(3,781)

(1.5)

%

%

Other

 

10

%

 

194

0.1

%

 

96

%

 

1,020

0.3

%

Effective tax rate

$

14,843

8.3

%

$

4,513

2.9

%

$

6,816

2.6

%

$

8,380

2.3

%

The Company has used the discrete tax approach in calculating the tax benefit for the three and nine months ended September 30, 2020 due to the fact that a relatively small change in the Company’s projected pre-tax net income could result in a volatile effective tax rate. Under the discrete method, the Company determines its tax benefit based upon actual results as if the interim period was an annual period.

In response to the COVID-19 pandemic, the U.S. and many other governments have enacted, or are contemplating enacting, measures to provide aid and economic stimulus.  These measures include deferring the due dates of tax payments and other changes to their income and non-income-based tax laws.  The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws, and to allow companies to carry back tax net operating losses (“NOLs”) generated in 2018 to 2020 to the five preceding tax years. The Company plans to carry back its NOL generated this year to a year in which the federal tax rate was 35%, resulting in a tax benefit from the NOL carryback for the three and nine months ended September 30, 2020. We continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.

v3.20.2
Commitments and Contingencies
9 Months Ended
Sep. 30, 2020
Commitments and Contingencies.  
Commitments and Contingencies

21. Commitments and Contingencies

As of September 30, 2020, our Commercial and Residential Lending Segment had future commercial loan funding commitments totaling $1.8 billion, of which we expect to fund $1.6 billion. These future funding commitments primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions.

As of September 30, 2020, our Infrastructure Lending Segment had future infrastructure loan funding commitments totaling $241.6 million, including $146.2 million under revolvers and letters of credit (“LCs”), and $95.4 million under delayed draw term loans. As of September 30, 2020, $25.6 million of revolvers and LCs were outstanding.

In connection with the Infrastructure Lending Segment acquisition, we assumed guarantees of certain borrowers’ performance under existing interest rate swaps.  As of September 30, 2020, we had six outstanding guarantees on interest rate swaps maturing between March 2022 and June 2025. Refer to Note 12 for further discussion.

Generally, funding commitments are subject to certain conditions that must be met, such as customary construction draw certifications, minimum debt service coverage ratios or executions of new leases before advances are made to the borrower.

Management is not aware of any other contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business that would have a material adverse effect on our condensed consolidated financial statements.

v3.20.2
Segment Data
9 Months Ended
Sep. 30, 2020
Segment Data  
Segment Data

22. Segment Data

In its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis prior to the impact of consolidating securitization VIEs under ASC 810. The segment information within this Note is reported on that basis.

The table below presents our results of operations for the three months ended September 30, 2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

149,972

$

17,835

$

$

1,597

$

$

169,404

$

$

169,404

Interest income from investment securities

 

21,385

 

635

 

 

23,587

 

45,607

 

(33,421)

 

12,186

Servicing fees

 

110

 

 

 

13,749

 

13,859

 

(4,311)

 

9,548

Rental income

2,014

63,925

10,039

75,978

75,978

Other revenues

 

66

 

101

 

48

 

98

 

313

 

(2)

 

311

Total revenues

 

173,547

 

18,571

 

63,973

 

49,070

 

 

305,161

 

(37,734)

 

267,427

Costs and expenses:

Management fees

 

297

 

 

 

221

 

22,596

 

23,114

 

13

 

23,127

Interest expense

 

38,422

 

8,914

 

16,180

 

5,425

27,040

 

95,981

 

 

95,981

General and administrative

 

12,483

 

3,568

 

1,094

 

18,813

3,436

 

39,394

 

84

 

39,478

Acquisition and investment pursuit costs

 

757

 

62

 

 

65

 

884

 

 

884

Costs of rental operations

643

24,302

4,577

29,522

29,522

Depreciation and amortization

 

430

 

87

 

19,130

 

3,934

 

23,581

 

 

23,581

Credit loss provision (reversal), net

 

782

 

(4,369)

 

 

 

(3,587)

 

 

(3,587)

Other expense

 

77

 

 

95

 

 

172

 

 

172

Total costs and expenses

 

53,891

 

8,262

 

60,801

 

33,035

53,072

 

209,061

 

97

 

209,158

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

58,585

 

58,585

Change in fair value of servicing rights

 

 

 

 

3,960

 

3,960

 

(3,326)

 

634

Change in fair value of investment securities, net

 

13,611

 

 

 

3,249

 

16,860

 

(17,059)

 

(199)

Change in fair value of mortgage loans, net

 

59,402

 

 

 

1,982

 

61,384

 

 

61,384

Earnings (loss) from unconsolidated entities

 

3,253

 

(80)

 

 

358

 

3,531

 

(339)

 

3,192

(Loss) gain on derivative financial instruments, net

 

(28,577)

 

110

 

(313)

 

38

645

 

(28,097)

 

 

(28,097)

Foreign currency gain, net

 

25,302

 

110

 

14

 

26

 

25,452

 

 

25,452

Other (loss) income, net

 

 

 

(1)

 

358

 

357

 

 

357

Total other income (loss)

 

72,991

 

140

 

(300)

 

9,971

645

 

83,447

 

37,861

 

121,308

Income (loss) before income taxes

 

192,647

 

10,449

 

2,872

 

26,006

(52,427)

 

179,547

 

30

 

179,577

Income tax (provision) benefit

 

(16,700)

 

(86)

 

 

1,943

 

(14,843)

 

 

(14,843)

Net income (loss)

 

175,947

 

10,363

 

2,872

 

27,949

(52,427)

 

164,704

 

30

 

164,734

Net income attributable to non-controlling interests

 

(3)

 

 

(5,072)

 

(7,795)

 

(12,870)

 

(30)

 

(12,900)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

175,944

$

10,363

$

(2,200)

$

20,154

$

(52,427)

$

151,834

$

$

151,834

The table below presents our results of operations for the three months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

145,290

$

22,763

$

$

3,977

$

$

172,030

$

$

172,030

Interest income from investment securities

 

18,163

810

 

 

32,556

 

51,529

 

(34,853)

 

16,676

Servicing fees

 

97

 

 

18,243

 

18,340

 

(4,007)

 

14,333

Rental income

72,251

12,403

 

84,654

 

 

84,654

Other revenues

 

258

39

 

125

 

218

 

640

 

(3)

 

637

Total revenues

 

163,808

23,612

 

72,376

 

67,397

 

 

327,193

 

(38,863)

 

288,330

Costs and expenses:

Management fees

 

363

 

 

18

 

29,829

 

30,210

 

28

 

30,238

Interest expense

 

51,844

14,422

 

19,020

 

8,891

29,142

 

123,319

 

(163)

 

123,156

General and administrative

 

7,104

4,315

 

2,170

 

22,915

3,184

 

39,688

 

78

 

39,766

Acquisition and investment pursuit costs

 

506

21

 

 

(364)

 

163

 

 

163

Costs of rental operations

765

24,784

6,019

 

31,568

 

 

31,568

Depreciation and amortization

 

339

15

 

23,106

 

4,809

 

28,269

 

 

28,269

Credit loss reversal, net

 

(39)

 

 

 

(39)

 

 

(39)

Other expense

 

77

 

46

 

 

123

 

 

123

Total costs and expenses

 

60,959

18,773

 

69,126

 

42,288

62,155

 

253,301

 

(57)

 

253,244

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

61,767

 

61,767

Change in fair value of servicing rights

 

 

 

57

 

57

 

(682)

 

(625)

Change in fair value of investment securities, net

 

(303)

 

 

22,476

 

22,173

 

(21,907)

 

266

Change in fair value of mortgage loans, net

 

10,088

 

 

22,433

 

32,521

 

 

32,521

Earnings from unconsolidated entities

 

2,507

 

223

 

253

 

2,983

 

(236)

 

2,747

Gain (loss) on sale of investments and other assets, net

 

482

(25)

 

 

20,700

 

21,157

 

 

21,157

Gain (loss) on derivative financial instruments, net

 

15,729

(109)

 

5,900

 

(6,376)

6,789

 

21,933

 

 

21,933

Foreign currency loss, net

 

(15,337)

(319)

 

(8)

 

 

(15,664)

 

 

(15,664)

Loss on extinguishment of debt

(857)

(2,101)

(194)

(1,472)

(4,624)

(4,624)

Other loss, net

 

(50)

 

 

 

(50)

 

 

(50)

Total other income (loss)

 

12,309

(2,604)

 

6,115

 

59,349

5,317

 

80,486

 

38,942

 

119,428

Income (loss) before income taxes

 

115,158

2,235

 

9,365

 

84,458

(56,838)

154,378

 

136

 

154,514

Income tax (provision) benefit

 

(3,194)

475

 

(1,794)

 

(4,513)

 

 

(4,513)

Net income (loss)

 

111,964

2,710

 

9,365

 

82,664

(56,838)

 

149,865

 

136

 

150,001

Net income attributable to non-controlling interests

 

 

(5,250)

 

(4,219)

 

(9,469)

 

(136)

 

(9,605)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

111,964

$

2,710

$

4,115

$

78,445

$

(56,838)

$

140,396

$

$

140,396

The table below presents our results of operations for the nine months ended September 30, 2020 by business segment (amounts in thousands):

Commercial and

    

Residential

    

Infrastructure

    

    

Investing

    

    

    

    

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

492,489

$

59,374

$

$

6,071

$

$

557,934

$

$

557,934

Interest income from investment securities

 

57,358

 

2,019

 

 

73,311

 

132,688

 

(90,618)

 

42,070

Servicing fees

 

424

 

 

 

28,782

 

29,206

 

(8,207)

 

20,999

Rental income

2,782

191,452

28,600

222,834

222,834

Other revenues

 

298

 

344

 

228

 

891

 

1,761

 

(5)

 

1,756

Total revenues

 

553,351

 

61,737

 

191,680

 

137,655

 

 

944,423

 

(98,830)

 

845,593

Costs and expenses:

Management fees

 

987

 

 

 

680

 

85,257

 

86,924

 

46

 

86,970

Interest expense

 

134,243

 

31,709

 

49,243

 

18,796

83,670

 

317,661

 

(162)

 

317,499

General and administrative

 

29,230

 

12,328

 

3,453

 

54,490

11,105

 

110,606

 

251

 

110,857

Acquisition and investment pursuit costs

 

2,195

 

1,179

 

12

 

(3)

 

3,383

 

 

3,383

Costs of rental operations

2,409

71,857

13,102

87,368

87,368

Depreciation and amortization

 

1,275

 

246

 

57,571

 

11,890

 

70,982

 

 

70,982

Credit loss provision, net

 

52,293

 

2,991

 

 

 

55,284

 

 

55,284

Other expense

 

230

 

 

432

 

 

662

 

 

662

Total costs and expenses

 

222,862

 

48,453

 

182,568

 

98,955

180,032

 

732,870

 

135

 

733,005

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

64,353

 

64,353

Change in fair value of servicing rights

 

 

 

 

9,606

 

9,606

 

(11,934)

 

(2,328)

Change in fair value of investment securities, net

 

(8,814)

 

 

 

(36,026)

 

(44,840)

 

47,972

 

3,132

Change in fair value of mortgage loans, net

 

56,895

 

 

 

22,805

 

79,700

 

 

79,700

Earnings (loss) from unconsolidated entities

 

3,975

 

(1,198)

 

 

30,504

 

33,281

 

(1,216)

 

32,065

(Loss) gain on sale of investments and other assets, net

 

(961)

 

296

 

 

7,433

 

6,768

 

 

6,768

(Loss) gain on derivative financial instruments, net

 

(9,508)

 

(1,328)

 

(35,150)

 

(22,896)

34,397

 

(34,485)

 

 

(34,485)

Foreign currency (loss) gain, net

 

(1,757)

 

(53)

 

(53)

 

2

 

(1,861)

 

 

(1,861)

Loss on extinguishment of debt

(22)

(170)

(2,185)

(2,377)

(2,377)

Other income, net

 

 

 

240

 

447

 

687

 

 

687

Total other income (loss)

 

39,808

 

(2,453)

 

(37,148)

 

11,875

34,397

 

46,479

 

99,175

 

145,654

Income (loss) before income taxes

 

370,297

 

10,831

 

(28,036)

 

50,575

(145,635)

 

258,032

 

210

 

258,242

Income tax (provision) benefit

 

(15,535)

 

3

 

 

8,716

 

(6,816)

 

 

(6,816)

Net income (loss)

 

354,762

 

10,834

 

(28,036)

 

59,291

(145,635)

 

251,216

 

210

 

251,426

Net income attributable to non-controlling interests

 

(10)

 

 

(15,294)

 

(11,191)

 

(26,495)

 

(210)

 

(26,705)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

354,752

$

10,834

$

(43,330)

$

48,100

$

(145,635)

$

224,721

$

$

224,721

The table below presents our results of operations for the nine months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

    

Residential

    

Infrastructure

    

    

Investing

    

    

    

    

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

462,956

$

74,969

$

$

8,987

$

$

546,912

$

$

546,912

Interest income from investment securities

 

62,438

2,563

 

 

88,012

 

153,013

 

(96,160)

 

56,853

Servicing fees

 

310

 

 

61,366

 

61,676

 

(13,902)

 

47,774

Rental income

 

215,098

40,686

 

255,784

 

 

255,784

Other revenues

 

714

732

 

291

 

929

26

 

2,692

 

(24)

 

2,668

Total revenues

 

526,418

78,264

 

215,389

 

199,980

 

26

 

1,020,077

 

(110,086)

 

909,991

Costs and expenses:

Management fees

 

1,127

 

 

54

 

74,924

 

76,105

 

122

 

76,227

Interest expense

 

172,012

49,257

 

57,142

 

25,152

84,878

 

388,441

 

(487)

 

387,954

General and administrative

 

20,626

13,624

 

5,394

 

61,943

10,429

 

112,016

 

258

 

112,274

Acquisition and investment pursuit costs

 

915

51

 

 

(387)

 

579

 

 

579

Costs of rental operations

1,525

70,846

19,503

 

91,874

 

 

91,874

Depreciation and amortization

 

695

15

 

70,078

 

15,287

 

86,075

 

 

86,075

Credit loss provision, net

 

2,046

1,196

 

 

 

3,242

 

 

3,242

Other expense

 

230

 

1,353

 

194

 

1,777

 

 

1,777

Total costs and expenses

 

199,176

64,143

 

204,813

 

121,746

170,231

 

760,109

 

(107)

 

760,002

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

164,761

 

164,761

Change in fair value of servicing rights

 

 

 

(1,617)

 

(1,617)

 

(691)

 

(2,308)

Change in fair value of investment securities, net

 

(2,945)

 

 

56,431

 

53,486

 

(52,491)

 

995

Change in fair value of mortgage loans, net

 

16,837

 

 

48,841

 

65,678

 

 

65,678

Earnings (loss) from unconsolidated entities

 

8,576

 

(42,538)

 

3,601

 

(30,361)

 

(1,275)

 

(31,636)

Gain on sale of investments and other assets, net

 

3,476

3,041

 

 

21,640

 

28,157

 

 

28,157

Gain (loss) on derivative financial instruments, net

 

12,024

(3,337)

 

(3,957)

 

(16,761)

31,725

 

19,694

 

 

19,694

Foreign currency loss, net

 

(17,025)

(102)

 

(7)

 

 

(17,134)

 

 

(17,134)

Loss on extinguishment of debt

(857)

(8,221)

(194)

(1,466)

(10,738)

(10,738)

Other loss, net

 

(50)

 

 

(73)

 

(123)

 

 

(123)

Total other income (loss)

 

20,086

(8,669)

 

(46,502)

 

111,941

30,186

 

107,042

 

110,304

 

217,346

Income (loss) before income taxes

 

347,328

5,452

 

(35,926)

 

190,175

(140,019)

 

367,010

 

325

 

367,335

Income tax (provision) benefit

 

(4,778)

746

(258)

 

(4,090)

 

(8,380)

 

 

(8,380)

Net income (loss)

 

342,550

6,198

 

(36,184)

 

186,085

(140,019)

 

358,630

 

325

 

358,955

Net income attributable to non-controlling interests

 

(392)

 

(16,322)

 

(4,121)

 

(20,835)

 

(325)

 

(21,160)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

342,158

$

6,198

$

(52,506)

$

181,964

$

(140,019)

$

337,795

$

$

337,795

The table below presents our condensed consolidated balance sheet as of September 30, 2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

Cash and cash equivalents

$

19,111

$

994

$

38,119

$

22,054

$

298,844

$

379,122

$

748

$

379,870

Restricted cash

 

69,351

 

31,515

 

7,632

 

22,838

 

 

131,336

 

 

131,336

Loans held-for-investment, net

 

9,373,503

 

1,544,068

 

 

1,081

 

 

10,918,652

 

 

10,918,652

Loans held-for-sale

 

747,654

 

 

 

265,019

 

 

1,012,673

 

 

1,012,673

Investment securities

 

1,152,362

 

39,813

 

 

1,097,322

 

 

2,289,497

 

(1,544,384)

 

745,113

Properties, net

27,123

1,983,124

197,575

2,207,822

2,207,822

Intangible assets

 

 

 

41,946

 

70,374

 

 

112,320

 

(38,181)

 

74,139

Investment in unconsolidated entities

 

50,850

 

24,664

 

 

45,236

 

 

120,750

 

(16,366)

 

104,384

Goodwill

 

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

25,805

 

 

54

 

1,250

 

37,716

 

64,825

 

 

64,825

Accrued interest receivable

 

72,344

 

3,244

 

 

334

 

3,484

 

79,406

 

(1,376)

 

78,030

Other assets

 

24,705

 

4,216

 

70,369

 

52,352

 

11,829

 

163,471

 

3

 

163,474

VIE assets, at fair value

 

 

 

 

 

 

 

64,477,475

 

64,477,475

Total Assets

$

11,562,808

$

1,767,923

$

2,141,244

$

1,915,872

$

351,873

$

17,739,720

$

62,877,919

$

80,617,639

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

36,378

$

8,545

$

49,758

$

35,796

$

70,956

$

201,433

$

58

$

201,491

Related-party payable

 

 

 

 

5

 

22,091

 

22,096

 

 

22,096

Dividends payable

 

 

 

 

 

138,264

 

138,264

 

 

138,264

Derivative liabilities

 

8,839

 

1,516

 

 

3,097

 

 

13,452

 

 

13,452

Secured financing agreements, net

 

5,576,092

 

1,243,001

 

1,793,731

 

614,055

 

389,013

 

9,615,892

 

 

9,615,892

Collateralized loan obligations, net

929,931

 

 

 

929,931

929,931

Unsecured senior notes, net

 

 

 

 

 

1,934,555

 

1,934,555

 

 

1,934,555

VIE liabilities, at fair value

 

 

 

 

 

 

 

62,876,265

 

62,876,265

Total Liabilities

 

6,551,240

 

1,253,062

 

1,843,489

 

652,953

 

2,554,879

 

12,855,623

 

62,876,323

 

75,731,946

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

 

2,918

 

2,918

 

 

2,918

Additional paid-in capital

 

1,165,764

 

509,848

 

115,246

 

(124,805)

 

3,534,663

 

5,200,716

 

 

5,200,716

Treasury stock

 

 

 

 

 

(133,024)

 

(133,024)

 

 

(133,024)

Accumulated other comprehensive income (loss)

 

42,350

 

 

 

(65)

 

 

42,285

 

 

42,285

Retained earnings (accumulated deficit)

 

3,803,336

 

5,013

 

(42,898)

 

1,243,098

 

(5,607,563)

 

(599,014)

 

 

(599,014)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

5,011,450

 

514,861

 

72,348

 

1,118,228

 

(2,203,006)

 

4,513,881

 

 

4,513,881

Non-controlling interests in consolidated subsidiaries

 

118

 

 

225,407

 

144,691

 

 

370,216

 

1,596

 

371,812

Total Equity

 

5,011,568

 

514,861

 

297,755

 

1,262,919

 

(2,203,006)

 

4,884,097

 

1,596

 

4,885,693

Total Liabilities and Equity

$

11,562,808

$

1,767,923

$

2,141,244

$

1,915,872

$

351,873

$

17,739,720

$

62,877,919

$

80,617,639

The table below presents our condensed consolidated balance sheet as of December 31, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

    

Lending

Lending

Property

and Servicing

Securitization

    

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

    

    

    

    

    

    

Cash and cash equivalents

    

$

26,278

    

$

2,209

$

30,123

    

$

61,693

    

$

356,864

    

$

477,167

    

$

1,221

    

$

478,388

Restricted cash

 

36,135

41,967

 

7,171

 

10,370

 

 

95,643

 

 

95,643

Loans held-for-investment, net

 

9,187,332

1,397,448

 

 

1,294

 

 

10,586,074

 

 

10,586,074

Loans held-for-sale

 

605,384

119,528

 

 

159,238

 

 

884,150

 

 

884,150

Investment securities

 

992,974

45,153

 

 

1,177,148

 

 

2,215,275

 

(1,405,037)

 

810,238

Properties, net

26,834

2,029,024

210,582

 

2,266,440

 

 

2,266,440

Intangible assets

 

 

47,303

 

64,644

 

 

111,947

 

(26,247)

 

85,700

Investment in unconsolidated entities

 

46,921

25,862

 

 

32,183

 

 

104,966

 

(20,637)

 

84,329

Goodwill

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

14,718

7

 

3

 

7

 

14,208

 

28,943

 

 

28,943

Accrued interest receivable

 

45,996

3,134

 

133

 

2,388

 

13,242

 

64,893

 

(806)

 

64,087

Other assets

 

59,170

6,101

 

82,910

 

54,238

 

8,911

 

211,330

 

(7)

 

211,323

VIE assets, at fair value

 

 

 

 

 

 

62,187,175

 

62,187,175

Total Assets

$

11,041,742

$

1,760,818

$

2,196,667

$

1,914,222

$

393,225

$

17,306,674

$

60,735,662

$

78,042,336

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

30,594

$

6,443

$

48,370

$

73,021

$

53,494

$

211,922

$

84

$

212,006

Related-party payable

 

 

 

5

 

40,920

 

40,925

 

 

40,925

Dividends payable

 

 

 

 

137,427

 

137,427

 

 

137,427

Derivative liabilities

 

7,698

750

 

 

292

 

 

8,740

 

 

8,740

Secured financing agreements, net

 

5,038,876

1,217,066

 

1,698,334

 

574,507

 

391,215

 

8,919,998

 

(13,950)

 

8,906,048

Collateralized loan obligations, net

928,060

 

 

 

 

928,060

 

 

928,060

Unsecured senior notes, net

 

 

 

 

1,928,622

 

1,928,622

 

 

1,928,622

VIE liabilities, at fair value

 

 

 

 

 

 

60,743,494

 

60,743,494

Total Liabilities

 

6,005,228

1,224,259

 

1,746,704

 

647,825

 

2,551,678

 

12,175,694

 

60,729,628

 

72,905,322

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

2,874

 

2,874

 

 

2,874

Additional paid-in capital

 

1,522,360

529,668

 

208,650

 

(123,210)

 

2,995,064

 

5,132,532

 

 

5,132,532

Treasury stock

 

 

 

 

(104,194)

 

(104,194)

 

 

(104,194)

Accumulated other comprehensive income (loss)

 

50,996

 

 

(64)

 

 

50,932

 

 

50,932

Retained earnings (accumulated deficit)

 

3,463,158

6,891

 

5,431

 

1,194,998

 

(5,052,197)

 

(381,719)

 

 

(381,719)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

5,036,514

536,559

 

214,081

 

1,071,724

 

(2,158,453)

 

4,700,425

 

 

4,700,425

Non-controlling interests in consolidated subsidiaries

 

 

235,882

 

194,673

 

 

430,555

 

6,034

 

436,589

Total Equity

 

5,036,514

536,559

 

449,963

 

1,266,397

 

(2,158,453)

 

5,130,980

 

6,034

 

5,137,014

Total Liabilities and Equity

$

11,041,742

$

1,760,818

$

2,196,667

$

1,914,222

$

393,225

$

17,306,674

$

60,735,662

$

78,042,336

v3.20.2
Subsequent Events
9 Months Ended
Sep. 30, 2020
Subsequent Events  
Subsequent Events

23. Subsequent Events

Our significant events subsequent to September 30, 2020 were as follows:

Unsecured Senior Notes

In October 2020, we issued conditional notices of redemption for our $500.0 million senior notes due February 2021.  On November 2, 2020, $250.0 million principal amount of such notes was redeemed and the remaining $250 million is subject to redemption on November 18, 2020.

In November 2020, we issued $300.0 million of 5.50% Senior Notes due 2023 which mature on November 1, 2023.

Secured Financing Agreements

In October 2020, we amended a Term Loan facility to increase borrowings by $250.0 million to $646.0 million. The Term Loan increase carries a six-year term and an annual interest rate of LIBOR + 3.50%. The proceeds were used to redeem a portion of our $500.0 million senior notes due February 2021.

In October 2020, we entered into a Residential repurchase facility to finance residential loans. The facility carries a rolling 18-month term which may reset annually with the lender’s consent and an annual interest rate of one-month LIBOR + 2.30%. The maximum facility size is $350.0 million.

Commercial Mortgage Loan Securitization

In October 2020, we received proceeds of $253.0 million from the securitization of $231.8 million of commercial loans.

v3.20.2
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2020
Summary of Significant Accounting Policies  
Balance Sheet Presentation of Securitization Variable Interest Entities

Balance Sheet Presentation of Securitization Variable Interest Entities

We operate investment businesses that acquire unrated, investment grade and non-investment grade rated CMBS and RMBS. 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 we often serve as the special servicer or servicing administrator of the trusts in which we invest, or we have the ability to remove and replace the special servicer without cause, 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 our business segments without consolidation of these VIEs.

Basis of Accounting and Principles of Consolidation

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, 2019 (our “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and nine months ended September 30, 2020 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, (iii) became significant since December 31, 2019 due to a corporate action or increase in the significance of the underlying business activity or (iv) changed upon adoption of an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Variable Interest Entities

Variable Interest Entities

In addition to the securitization VIEs, we have financed a pool of our loans through a collateralized loan obligation (“CLO”) which is considered a VIE. We also hold interests in certain other entities which are considered VIEs as the limited partners of those entities with equity at risk do not collectively possess (i) the right to remove the general partner or dissolve the partnership without cause or (ii) the right to participate in significant decisions made by the partnership.

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 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: (i) identifying the activities that most significantly impact the VIE’s economic performance; and (ii) 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. 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.

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 unrated and non-investment grade rated securities issued by securitization trusts. In certain cases, we may contract to provide special servicing activities for these 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 securitization 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.

We perform ongoing reassessments of: (i) 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 (ii) 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 securitization 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 securitization VIEs as individual line items on our condensed consolidated balance sheets. The liabilities of our consolidated securitization VIEs consist solely of obligations to the bondholders of the related trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our consolidated securitization 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 securitization 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 non-performance 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 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 trust, the securitization VIE assets as a whole can only be used to settle the obligations of the consolidated VIE. The assets of our securitization 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 trust.

REO assets generally represent a very small percentage of the overall asset pool of a trust. In new issue trusts there are no REO assets. We estimate that REO assets constitute approximately 1% of our consolidated securitization VIE assets, with the remaining 99% representing loans. However, it is important to note that the fair value of our securitization VIE assets is determined by reference to our securitization 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 securitization 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 securitization VIEs are presented in the aggregate.

Fair Value Option

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 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 certain eligible financial assets and liabilities of our consolidated securitization VIEs, residential loans held-for-investment, loans held-for-sale originated or acquired for future securitization and purchased CMBS issued by VIEs we could consolidate in the future. 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 residential mortgage loans held-for-investment were made in order to maintain consistency across all our residential mortgage loans. The fair value elections for mortgage loans held-for-sale were made due to the expected short-term holding period of these instruments.

Fair Value Measurements

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 securitization VIEs at fair value pursuant to our election of the fair value option. The securitization 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 securitization VIEs, we maximize the use of observable inputs over unobservable inputs. Refer to Note 19 for further discussion regarding our fair value measurements.

Loans Held-for-Investment

Loans Held-for-Investment

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 credit deteriorated or we have elected to apply the fair value option at purchase.

Loans Held-For-Sale

Loans Held-For-Sale

Our loans that we intend to sell or liquidate in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase.

Credit Losses

Credit Losses

Loans and Debt Securities Measured at Amortized Cost

ASC 326, Financial Instruments – Credit Losses, became effective for the Company on January 1, 2020. ASC 326 mandates the use of a current expected credit loss model (“CECL”) for estimating future credit losses of certain financial instruments measured at amortized cost, instead of the “incurred loss” credit model previously required under GAAP. The CECL model requires the consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event under the previous “incurred loss” methodology. The CECL model applies to our loans held-for-investment (“HFI”) and our held-to-maturity (“HTM”) debt securities which are carried at amortized cost, including future funding commitments and accrued interest receivable related to those loans and securities. However, as permitted by ASC 326, we have elected not to measure an allowance for credit losses on accrued interest receivable (which is classified separately on our condensed consolidated balance sheet), but rather write off in a timely manner by reversing interest income and/or cease accruing interest that would likely be uncollectible. Our adoption of the CECL model resulted in a $32.3 million increase to our total allowance for credit losses, which was recognized as a cumulative-effect adjustment to accumulated deficit as of January 1, 2020.

As we do not have a history of realized credit losses on our HFI loans and HTM securities, we have subscribed to third party database services to provide us with historical industry losses for both commercial real estate and infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios. See Note 4 for further discussion of our methodologies.

We also evaluate each loan and security measured at amortized cost for credit deterioration at least quarterly. Credit deterioration 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 or security. If a loan or security is considered to be credit deteriorated, we depart from the industry loss rate approach described above and determine the credit loss allowance as any excess of the amortized cost basis of the loan or security over (i) the present value of expected future cash flows discounted at the contractual effective interest rate or (ii) the fair value of the collateral, if repayment is expected solely from the collateral.

Available-for-Sale Debt Securities

Separate provisions of ASC 326 apply to our available-for-sale (“AFS”) debt securities, which are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (“AOCI”). We are required to establish an initial credit loss allowance for those securities that are purchased with credit deterioration (“PCD”) by grossing up the amortized cost basis of each security and providing an offsetting credit loss allowance for the difference between expected cash flows and contractual cash flows, both on a present value basis. As of the January 1, 2020 effective date, no such credit loss allowance gross-up was required on our AFS debt securities with PCD due to their individual unrealized gain positions as of that date.

Subsequently, cumulative adverse changes in expected cash flows on our AFS debt securities are recognized currently as an increase to the allowance for credit losses. However, the allowance is limited to the amount by which the AFS debt security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a decrease to the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a prospective yield adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that is attributable solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a prospective yield adjustment.

Goodwill

Goodwill

ASU 2017-04, Goodwill and Other (Topic 350) – Simplifying the Test for Goodwill Impairment, became effective for the Company on January 1, 2020. This ASU specifies that goodwill impairment be measured as the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value, eliminating the requirement that all assets and liabilities of the reporting unit be remeasured individually in connection with measurement of goodwill impairment.

Revenue Recognition

Revenue Recognition

Interest Income

Interest income on performing loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. For loans where we do not elect the fair value option, origination fees and direct loan origination costs are also recognized in interest income over the loan term as a yield adjustment using the effective interest method. When we elect the fair value option, origination fees and direct loan costs are recorded directly in income and are not deferred. Discounts or premiums associated with the purchase of non-performing loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to our cash flow projections.

We cease accruing interest on non-performing loans at the earlier of (i) the loan becoming significantly past due or (ii) management concluding that a full recovery of all interest and principal is doubtful. Interest income on non-accrual loans in which management expects a full recovery of the loan’s outstanding principal balance is only recognized when received in cash. If a full recovery of principal is doubtful, the cost recovery method is applied whereby any cash received is applied to the outstanding principal balance of the loan. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms.

For loans acquired with deteriorated credit quality, interest income is only recognized to the extent that our estimate of undiscounted expected principal and interest exceeds our investment in the loan. Such excess, if any, is recognized as interest income on a level-yield basis over the life of the loan.

Upon the sale of loans or securities which are not accounted for pursuant to the fair value option, the excess (or deficiency) of net proceeds over the net carrying value of such loans or securities is recognized as a realized gain (loss).

Servicing Fees

We typically seek to be the special servicer on CMBS transactions in which we invest. When we are appointed to serve in this capacity, we earn special servicing fees from the related activities performed, which consist primarily of overseeing the workout of under-performing and non-performing loans underlying the CMBS transactions. These fees are recognized in income in the period in which the services are performed and the revenue recognition criteria have been met.

Rental Income

Rental income is recognized when earned from tenants. For leases that provide rent concessions or fixed escalations over the lease term, rental income is recognized on a straight-line basis over the noncancelable term of the lease. In net lease arrangements, costs reimbursable from tenants are recognized in rental income in the period in which the related expenses are incurred as we are generally the primary obligor with respect to purchasing goods and services for property operations. In instances where the tenant is responsible for property maintenance and repairs and contracts and settles such costs directly with third party service providers, we do not reflect those expenses in our consolidated statement of operations as the tenant is the primary obligor.

Earnings Per Share

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, (iii) the conversion options associated with our outstanding convertible senior notes (the “Convertible Notes”) (see Notes 10 and 17) and (iv) non-controlling interests that are redeemable with our common stock (see Note 16). 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. In addition, the non-controlling interests that are redeemable with our common stock are considered participating securities because they earn a preferred return indexed to the dividend rate on our common stock (see Note 16). 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 and nine months ended September 30, 2020 and 2019, the two-class method resulted in the most dilutive EPS calculation.

Use of Estimates

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. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our investments, which has a significant impact on the amount of income 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.

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 200 countries and territories, including every state in the U.S and in cities and regions where our corporate headquarters and/or properties that secure our investments, or properties that we own, are located, and is continuing to spread. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and since then, numerous countries, including the U.S., have declared national emergencies with respect to COVID-19 and have instituted “stay-at-home” guidelines or orders to help prevent its spread. Such actions are creating disruption in global supply chains, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. We believe the estimates and assumptions underlying

our consolidated financial statements are reasonable and supportable based on the information available as of September 30, 2020. However, uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and our business in particular, makes any estimates and assumptions as of September 30, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.

Recent Accounting Developments

Recent Accounting Developments

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through September 30, 2020, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

On August 5, 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation into a debt component and an equity or derivative component. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives and the convertible instruments are not issued with substantial premiums accounted for as paid-in capital. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also revises the derivative scope exception for contracts in an entity’s own equity and improves the consistency of EPS calculations. This ASU is effective for larger public business entities’ annual periods, and interim periods therein, beginning after December 15, 2021. Early application is permitted for fiscal years beginning after December 15, 2020. We expect to early adopt this ASU effective January 1, 2021 through the modified retrospective method of transition, resulting in a cumulative adjustment to our beginning accumulated deficit as of that date related to our outstanding Convertible Notes. We do not expect the application of this ASU, including the cumulative adjustment upon adoption, to materially impact our consolidated financial statements.

v3.20.2
Loans (Tables)
9 Months Ended
Sep. 30, 2020
Loans  
Summary of investments in mortgages and loans by subordination class The following tables summarize our investments in mortgages and loans as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

    

    

    

Weighted

Weighted

Average Life

Carrying

Face

Average

(“WAL”)

September 30, 2020

Value

Amount

Coupon (1)

(years)(2)

Loans held-for-investment:

Commercial loans:

First mortgages (3)

$

8,525,273

$

8,548,916

5.3

%  

1.6

Subordinated mortgages (4)

 

69,835

70,979

8.8

%  

3.0

Mezzanine loans (3)

 

588,116

587,223

10.3

%  

1.6

Other

30,548

34,043

8.9

%  

2.0

Total commercial loans

9,213,772

9,241,161

Infrastructure first priority loans (6)

1,558,220

1,578,030

4.2

%  

4.3

Residential mortgage loans, fair value option (5)

256,407

249,323

6.2

%  

3.4

Total loans held-for-investment

 

11,028,399

11,068,514

Loans held-for-sale:

Residential, fair value option (5)

747,654

742,106

6.0

%  

3.4

Commercial, fair value option

265,019

266,370

4.1

%  

10.0

Total loans held-for-sale

1,012,673

1,008,476

Total gross loans

 

12,041,072

$

12,076,990

Credit loss allowances:

Commercial loans held-for-investment

(95,595)

Infrastructure loans held-for-investment

(14,152)

Total allowances

(109,747)

Total net loans

$

11,931,325

December 31, 2019

Loans held-for-investment:

Commercial loans:

First mortgages (3)

$

7,928,026

$

7,962,788

5.8

%  

2.0

Subordinated mortgages (4)

 

75,724

 

77,055

8.8

%  

3.4

Mezzanine loans (3)

 

484,164

 

484,408

11.0

%  

1.9

Other

62,555

66,525

8.2

%  

1.6

Total commercial loans

8,550,469

8,590,776

Infrastructure first priority loans

1,397,448

 

1,416,164

5.6

%  

4.9

Residential mortgage loans, fair value option

671,572

654,925

6.1

%  

3.8

Total loans held-for-investment

 

10,619,489

10,661,865

Loans held-for-sale:

Residential, fair value option

605,384

587,144

6.2

%  

3.9

Commercial, fair value option

159,238

160,635

3.9

%  

10.0

Infrastructure, lower of cost or fair value

119,724

121,271

3.3

%  

2.1

Total loans held-for-sale

884,346

869,050

Total gross loans

 

11,503,835

$

11,530,915

Credit loss allowances:

Commercial loans held-for-investment

(33,415)

Infrastructure loans held-for-investment

Total held-for-investment allowances

(33,415)

Infrastructure loans held-for-sale with a fair value allowance

(196)

Total allowances

(33,611)

Total net loans

$

11,470,224

(1)Calculated using LIBOR or other applicable index rates as of September 30, 2020 and December 31, 2019 for variable rate loans.

(2)Represents the WAL of each respective group of loans as of the respective balance sheet date. The WAL of each individual loan is calculated using amounts and timing of future principal payments, as projected at origination or acquisition.

(3)First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan.  The application of this methodology resulted in mezzanine loans with carrying values of $896.8 million and $967.0 million being classified as first mortgages as of September 30, 2020 and December 31, 2019, respectively.

(4)Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.

(5)During the nine months ended September 30, 2020, $422.7 million of residential loans held-for-investment were reclassified into loans held-for-sale.

(6)During the nine months ended September 30, 2020, $104.3 million of infrastructure loans held-for-sale were reclassified into loans held-for-investment and $26.3 million of infrastructure loans held-for-investment were reclassified into loans held-for-sale.
Summary of variable rate loans held-for-investment

As of September 30, 2020, our variable rate loans held-for-investment were as follows (dollars in thousands):

Carrying

Weighted-average

September 30, 2020

Value

Spread Above Index

Commercial loans

$

8,568,112

4.2

%  

Infrastructure loans

1,558,220

3.8

%  

Total variable rate loans held-for-investment

$

10,126,332

4.1

%  

Schedule of risk ratings by class of loan The significant credit quality indicators for our loans measured at amortized cost, which excludes loans held-for-sale, were as follows as of September 30, 2020 (dollars in thousands):

  

Term Loans

  

Revolving Loans

  

Total

  

Credit

Amortized Cost Basis by Origination Year

Amortized Cost

Amortized

Loss

As of September 30, 2020

2020

  

2019

  

2018

  

2017

  

2016

  

Prior

Total

Cost Basis

Allowance

Commercial loans:

Credit quality indicator:

LTV < 60%

$

618,232

$

1,084,103

$

977,021

$

1,031,872

$

154,198

$

215,747

$

$

4,081,173

$

11,751

LTV 60% - 70%

138,058

1,469,532

1,653,299

35,931

53,450

191,211

3,541,481

35,691

LTV > 70%

384,045

582,334

243,452

140,914

75,250

1,425,995

18,300

Credit deteriorated

28,986

7,755

105,589

142,330

29,853

Defeased and other

22,793

22,793

Total commercial

$

1,140,335

$

3,135,969

$

2,902,758

$

1,216,472

$

207,648

$

610,590

$

$

9,213,772

$

95,595

Infrastructure loans:

Credit quality indicator:

Power

$

$

246,675

$

300,909

$

148,159

$

188,331

$

312,176

$

23,413

$

1,219,663

$

7,692

Oil and gas

234,119

102,822

1,616

338,557

6,460

Total infrastructure

$

$

480,794

$

403,731

$

148,159

$

188,331

$

312,176

$

25,029

$

1,558,220

$

14,152

Residential loans held-for-investment, fair value option

256,407

Loans held-for-sale

1,012,673

Total gross loans

$

12,041,072

$

109,747

Schedule of activity in allowance for loan losses

The following tables present the activity in our credit loss allowance for funded loans and unfunded commitments (amounts in thousands):

Funded Commitments Credit Loss Allowance

   

   

Loans

   

Loans Held-for-Investment

Held-for-Sale

Total

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Infrastructure

Funded Loans

Credit loss allowance at December 31, 2019

$

33,415

$

$

196

$

33,611

Cumulative effect of ASC 326 effective January 1, 2020

10,112

10,328

20,440

Credit loss provision (reversal), net

 

53,110

 

3,824

 

(125)

 

56,809

Charge-offs

 

(1,042)

 

 

(71)

 

(1,113)

Recoveries

 

 

 

 

Credit loss allowance at September 30, 2020

$

95,595

$

14,152

$

$

109,747

Unfunded Commitments Credit Loss Allowance (1)

Loans Held-for-Investment

HTM Preferred

Nine Months Ended September 30, 2020

   

Commercial

   

Infrastructure

   

Interests (2)

   

Total

Credit loss allowance at December 31, 2019

$

$

$

$

Cumulative effect of ASC 326 effective January 1, 2020

8,348

2,205

10,553

Credit loss reversal, net

 

(3,156)

 

(664)

 

 

(3,820)

Credit loss allowance at September 30, 2020

$

5,192

$

1,541

$

$

6,733

Memo: Unfunded commitments as of September 30, 2020 (3)

$

1,630,823

$

95,421

$

$

1,726,244

(1)Included in accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheet.

(2)See Note 5 for further details.

(3)Represents amounts expected to be funded (see Note 21).
Schedule of activity in loan portfolio

The activity in our loan portfolio was as follows (amounts in thousands):

Held-for-Investment Loans

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Residential

Held-for-Sale Loans

Total Loans

Balance at December 31, 2019

$

8,517,054

$

1,397,448

$

671,572

$

884,150

$

11,470,224

Cumulative effect of ASC 326 effective January 1, 2020

(10,112)

(10,328)

(20,440)

Acquisitions/originations/additional funding

 

2,090,964

 

177,247

 

100,720

 

1,800,018

 

4,168,949

Capitalized interest (1)

 

105,329

 

48

 

 

 

105,377

Basis of loans sold (2)

 

(397,038)

 

 

(604)

 

(2,035,770)

 

(2,433,412)

Loan maturities/principal repayments

 

(1,148,317)

 

(96,150)

 

(76,025)

 

(75,632)

 

(1,396,124)

Discount accretion/premium amortization

 

28,686

 

1,672

 

 

110

 

30,468

Changes in fair value

 

 

 

(16,565)

 

96,265

 

79,700

Unrealized foreign currency translation loss

 

(15,279)

 

(38)

 

 

(1,291)

 

(16,608)

Credit loss (provision) reversal, net

 

(53,110)

 

(3,824)

 

 

125

 

(56,809)

Transfer to/from other asset classifications

77,993

(422,691)

344,698

Balance at September 30, 2020

$

9,118,177

$

1,544,068

$

256,407

$

1,012,673

$

11,931,325

Loans

Transferred

Held-for-Investment Loans

As Secured

Nine Months Ended September 30, 2019

Commercial

Infrastructure

Held-for-Sale Loans

Borrowings

Total Loans

Balance at December 31, 2018

$

7,075,577

$

1,456,779

$

1,187,552

$

74,346

$

9,794,254

Acquisitions/originations/additional funding

 

2,489,120

 

387,599

 

2,731,110

 

 

5,607,829

Capitalized interest (1)

 

79,869

 

 

 

 

79,869

Basis of loans sold (2)

 

(548,329)

 

 

(2,164,908)

 

 

(2,713,237)

Loan maturities/principal repayments

 

(1,695,388)

 

(563,736)

 

(95,262)

 

(74,692)

 

(2,429,078)

Discount accretion/premium amortization

 

22,674

 

1,173

 

 

346

 

24,193

Changes in fair value

 

1,496

 

 

64,182

 

 

65,678

Unrealized foreign currency translation (loss) gain

 

(37,473)

 

 

282

 

 

(37,191)

Credit loss provision, net

 

(2,046)

 

 

(1,196)

 

 

(3,242)

Loan foreclosures

(27,303)

(27,303)

Transfer to/from other asset classifications

279,641

(279,641)

Balance at September 30, 2019

$

7,637,838

$

1,281,815

$

1,442,119

$

$

10,361,772

(1)     Represents accrued interest income on loans whose terms do not require current payment of interest.

(2)     See Note 11 for additional disclosure on these transactions.

v3.20.2
Investment Securities (Tables)
9 Months Ended
Sep. 30, 2020
Schedule of investment securities

Investment securities were comprised of the following as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Carrying Value as of

September 30, 2020

    

December 31, 2019

RMBS, available-for-sale

$

170,270

$

189,576

RMBS, fair value option (1)

373,682

147,034

CMBS, fair value option (1), (2)

 

1,194,191

 

1,295,363

HTM debt securities, amortized cost net of credit loss allowance of $6,425 and $0

 

541,296

 

570,638

Equity security, fair value

 

10,058

 

12,664

SubtotalInvestment securities

 

2,289,497

 

2,215,275

VIE eliminations (1)

 

(1,544,384)

(1,405,037)

Total investment securities

$

745,113

$

810,238

(1)Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.

(2)Includes $178.6 million and $186.6 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of September 30, 2020 and December 31, 2019, respectively.
Schedule of purchases, sales and principal collections for all investment securities

Purchases, sales and principal collections for all investment securities were as follows (amounts in thousands):

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization

    

available-for-sale

    

value option

    

value option

    

Securities

    

VIEs (1)

    

Total

Three Months Ended September 30, 2020

Purchases/fundings

$

$

43,083

$

$

6,288

$

(43,083)

$

6,288

Principal collections

 

6,063

 

12,132

 

8,265

 

11,203

 

(20,185)

 

17,478

Three Months Ended September 30, 2019

Purchases

$

$

52,845

$

10,214

$

$

(57,894)

$

5,165

Sales

 

 

 

49,725

 

 

(49,725)

 

Principal collections

 

7,445

 

4,680

 

15,859

 

35,069

 

(17,196)

 

45,857

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization

    

available-for-sale

    

value option

    

value option

    

Securities

    

VIEs (1)

    

Total

Nine Months Ended September 30, 2020

Purchases/fundings

$

$

257,808

$

7,661

$

22,408

$

(265,469)

$

22,408

Sales

 

 

 

32,316

 

 

(24,376)

 

7,940

Principal collections

 

18,626

 

32,236

 

25,715

 

48,554

 

(57,174)

 

67,957

Nine Months Ended September 30, 2019

Purchases

$

$

79,117

$

62,427

$

$

(136,379)

$

5,165

Sales

 

 

41,501

 

112,426

 

 

(149,949)

 

3,978

Principal collections

 

20,222

 

9,772

 

37,768

 

89,737

 

(38,607)

 

118,892

(1)Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs. These amounts are reflected as issuance or repayment of debt of, or distributions from, consolidated VIEs in our condensed consolidated statements of cash flows.
Summary of investments in available-for-sale RMBS

The tables below summarize various attributes of our investments in available-for-sale RMBS as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Unrealized Gains or (Losses)

Recognized in AOCI

   

   

Credit

   

   

Gross

   

Gross

   

Net

   

Amortized

Loss

Net

Unrealized

Unrealized

Fair Value

Cost

Allowance

Basis

Gains

Losses

Adjustment

Fair Value

September 30, 2020

RMBS

$

127,921

$

$

127,921

$

42,523

$

(174)

$

42,349

$

170,270

December 31, 2019

RMBS

$

138,580

N/A

$

138,580

$

51,310

$

(314)

$

50,996

$

189,576

    

Weighted Average Coupon (1)

    

Weighted Average
Rating

    

WAL 
(Years) (2)

September 30, 2020

RMBS

   

1.5

%  

B+

   

5.7

December 31, 2019

RMBS

 

3.1

%

BB-

5.6

(1)Calculated using the September 30, 2020 and December 31, 2019 one-month LIBOR rate of 0.1483% and 1.763%, respectively, for floating rate securities.

(2)Represents the remaining WAL of each respective group of securities as of the respective balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.
Schedule of gross unrealized losses and estimated fair value of securities in an unrealized loss position, excluding CMBS where the fair value option is elected

The following table presents the gross unrealized losses and estimated fair value of any available-for-sale securities that were in an unrealized loss position as of September 30, 2020 and December 31, 2019, and for which an allowance for credit losses has not been recorded (amounts in thousands):

Estimated Fair Value

Unrealized Losses

 

    

Securities with a

    

Securities with a

    

Securities with a

    

Securities with a

 

loss less than

loss greater than

loss less than

loss greater than

 

12 months

12 months

12 months

12 months

 

As of September 30, 2020

RMBS

$

412

$

1,194

$

(45)

$

(129)

As of December 31, 2019

RMBS

$

$

1,380

$

$

(314)

Held-to-maturity  
Summary of investments in HTM securities

The table below summarizes our investments in HTM debt securities as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Amortized

Credit Loss

Net Carrying

Gross Unrealized

Gross Unrealized

 

Cost Basis

Allowance

Amount

Holding Gains

Holding Losses

Fair Value

 

September 30, 2020

    

    

    

 

CMBS

$

338,984

$

$

338,984

$

$

(23,277)

$

315,707

Preferred interests

165,952

(3,453)

162,499

(5,550)

156,949

Infrastructure bonds

42,785

(2,972)

39,813

352

(13)

40,152

Total

$

547,721

$

(6,425)

$

541,296

$

352

$

(28,840)

$

512,808

December 31, 2019

CMBS

$

383,473

$

$

383,473

$

946

$

(3,001)

$

381,418

Preferred interests

142,012

142,012

1,148

(353)

142,807

Infrastructure bonds

45,153

45,153

(651)

44,502

Total

$

570,638

$

$

570,638

$

2,094

$

(4,005)

$

568,727

Summary of activity in credit loss allowance for HTM debt securities

The following table presents the activity in our credit loss allowance for HTM debt securities (amounts in thousands):

Total HTM

Preferred

Infrastructure

Credit Loss

Interests

Bonds

Allowance

Nine Months Ended September 30, 2020

Credit loss allowance at December 31, 2019

$

$

$

Cumulative effect of ASC 326 effective January 1, 2020:

Beginning accumulated deficit charge

1,114

179

1,293

Gross-up of PCD bond amortized cost basis

2,837

2,837

Credit loss provision, net

2,339

(44)

2,295

Credit loss allowance at September 30, 2020

$

3,453

$

2,972

$

6,425

Summary of maturities of preferred equity interests in limited liability companies that own commercial real estate

The table below summarizes the maturities of our HTM debt securities by type as of September 30, 2020 (amounts in thousands):

Preferred

Infrastructure

CMBS

Interests

Bonds

Total

Less than one year

    

$

268,084

$

$

2,632

$

270,716

One to three years

70,900

141,000

211,900

Three to five years

21,499

21,499

Thereafter

 

37,181

37,181

Total

$

338,984

$

162,499

$

39,813

$

541,296

v3.20.2
Properties (Tables)
9 Months Ended
Sep. 30, 2020
Properties  
Summary of properties

The table below summarizes our properties held as of September 30, 2020 and December 31, 2019 (dollars in thousands):

    

Depreciable Life

    

September 30, 2020

    

December 31, 2019

Property Segment

Land and land improvements

0 – 15 years

$

484,722

$

484,397

Buildings and building improvements

5 – 45 years

1,689,004

1,687,756

Furniture & fixtures

3 – 7 years

57,894

52,567

Investing and Servicing Segment

Land and land improvements

0 – 15 years

50,789

54,052

Buildings and building improvements

3 – 40 years

175,676

182,048

Furniture & fixtures

2 – 5 years

2,513

2,139

Commercial and Residential Lending Segment (1)

Land and land improvements

0 – 10 years

11,416

11,386

Buildings and building improvements

10 – 23 years

17,424

16,285

Properties, cost

2,489,438

2,490,630

Less: accumulated depreciation

(281,616)

(224,190)

Properties, net

$

2,207,822

$

2,266,440

(1)Represents properties acquired through loan foreclosure.
v3.20.2
Investment in Unconsolidated Entities (Tables)
9 Months Ended
Sep. 30, 2020
Investment in Unconsolidated Entities  
Summary of investments in unconsolidated entities

The table below summarizes our investments in unconsolidated entities as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Participation /

Carrying value as of

    

Ownership % (1)

   

September 30, 2020

   

December 31, 2019

Equity method:

Retail Fund

33%

$

$

Equity interest in a natural gas power plant

10%

24,664

25,862

Investor entity which owns equity in an online real estate company

50%

9,382

9,473

Equity interests in commercial real estate

50%

1,742

1,907

Equity interest in and advances to a residential mortgage originator (2)

 

N/A

 

14,139

 

12,002

Various

 

25% - 50%

 

8,595

 

8,339

 

58,522

 

57,583

Other:

Equity interest in a servicing and advisory business (3)

2%

17,584

 

Investment funds which own equity in a loan servicer and other real estate assets

 

4% - 6%

 

7,659

 

9,225

Various

 

0% - 2%

 

20,619

 

17,521

 

45,862

 

26,746

$

104,384

$

84,329

(1)None of these investments are publicly traded and therefore quoted market prices are not available.

(2)Includes a $4.5 million subordinated loan as of both September 30, 2020 and December 31, 2019.

(3)During the year ended December 31, 2019, we received a capital distribution of $8.4 million and our equity interest was reduced to 4% and the carrying value was reduced to zero. During April 2020, we sold 37% of our equity interest for $10.3 million in cash, reducing our interest to 2%. In connection with the sale, we recognized a gain of $10.3 million. Because the sale represented an observable price change in an orderly transaction, we also increased the value of our remaining investment to reflect its implied fair value. In doing so, we recognized a gain of $17.6 million. These amounts were recognized within earnings (loss) from unconsolidated entities in our condensed consolidated statement of operations during the nine months ended September 30, 2020.
v3.20.2
Goodwill and Intangibles (Tables)
9 Months Ended
Sep. 30, 2020
Goodwill and Intangibles  
Summary of intangibles assets

The following table summarizes our intangible assets, which are comprised of servicing rights intangibles and lease intangibles, as of September 30, 2020 and December 31, 2019 (amounts in thousands):

As of September 30, 2020

As of December 31, 2019

  

Gross Carrying

Accumulated

   

Net Carrying

  

Gross Carrying

   

Accumulated

   

Net Carrying

Value

Amortization

Value

Value

Amortization

Value

Domestic servicing rights, at fair value

$

14,589

$

$

14,589

$

16,917

$

$

16,917

In-place lease intangible assets

 

133,244

 

(90,318)

 

42,926

 

135,293

 

(84,383)

 

50,910

Favorable lease intangible assets

24,188

(7,564)

16,624

24,218

(6,345)

17,873

Total net intangible assets

$

172,021

$

(97,882)

$

74,139

$

176,428

$

(90,728)

$

85,700

Summary of activity within intangible assets

The following table summarizes the activity within intangible assets for the nine months ended September 30, 2020 (amounts in thousands):

Domestic

In-place Lease

Favorable Lease

Servicing

Intangible

Intangible

  

Rights

    

Assets

    

Assets

Total

Balance as of January 1, 2020

$

16,917

$

50,910

$

17,873

$

85,700

Amortization

(7,814)

(1,249)

(9,063)

Sales

(170)

(170)

Changes in fair value due to changes in inputs and assumptions

(2,328)

(2,328)

Balance as of September 30, 2020

$

14,589

$

42,926

$

16,624

$

74,139

Schedule of future amortization expense

The following table sets forth the estimated aggregate amortization of our in-place lease intangible assets and favorable lease intangible assets for the next five years and thereafter (amounts in thousands):

2020 (remainder of)

    

$

2,636

2021

 

9,644

2022

 

7,862

2023

 

6,115

2024

 

4,722

Thereafter

 

28,571

Total

$

59,550

v3.20.2
Secured Borrowings (Tables)
9 Months Ended
Sep. 30, 2020
Secured Borrowings  
Summary of secured financing agreements

The following table is a summary of our secured financing agreements in place as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Outstanding Balance at

Current

Extended

Weighted Average

Pledged Asset

Maximum

September 30,

December 31,

   

Maturity

   

Maturity (a)

   

Pricing

Carrying Value

   

Facility Size

   

2020

   

2019

Repurchase Agreements:

Commercial Loans

May 2021 to Aug 2025

(b)

May 2023 to Mar 2029

(b)

(c)

$

6,643,722

$

8,747,538

(d)

$

4,556,665

$

3,640,620

Residential Loans

Jun 2022

N/A

LIBOR + 2.64%

37,046

400,000

23,866

11,835

Infrastructure Loans

Feb 2022

N/A

LIBOR + 2.00%

244,862

500,000

206,288

188,198

Conduit Loans

Feb 2021 to Jun 2023

Feb 2022 to Jun 2024

LIBOR + 1.93%

171,497

350,000

127,162

86,575

CMBS/RMBS

Oct 2020 to Dec 2029

(e)

Aug 2021 to Jun 2030

(e)

(f)

1,155,313

750,544

634,791

(g)

682,229

Total Repurchase Agreements

8,252,440

10,748,082

5,548,772

4,609,457

Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

50,194

650,000

(h)

37,594

198,955

Commercial Financing Facility

Mar 2022

Mar 2029

GBP LIBOR + 1.75%

95,077

76,721

76,721

Residential Financing Facility

Sep 2022

Sep 2025

3.50%

250,000

Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(i)

710,572

701,370

572,382

603,642

Infrastructure Financing Facilities

Jul 2022 to Oct 2022

Oct 2024 to Jul 2027

LIBOR + 2.11%

583,319

1,250,000

464,487

428,206

Property Mortgages - Fixed rate

Nov 2024 to Aug 2052

(j)

N/A

4.00%

1,288,513

1,077,800

1,077,800

1,196,492

Property Mortgages - Variable rate

Nov 2021 to Jul 2030

N/A

(k)

926,495

927,300

908,906

696,503

Term Loan and Revolver

(l)

N/A

(l)

N/A

(l)

516,000

396,000

399,000

FHLB

Feb 2021

N/A

1.99%

948,409

1,600,000

619,500

867,870

Total Other Secured Financing

4,602,579

7,049,191

4,153,390

4,390,668

$

12,855,019

$

17,797,273

9,702,162

9,000,125

Unamortized net discount

(9,908)

(8,347)

Unamortized deferred financing costs

(76,362)

(85,730)

$

9,615,892

$

8,906,048

(a)Subject to certain conditions as defined in the respective facility agreement.
(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.
(c)Certain facilities with an outstanding balance of $1.3 billion as of September 30, 2020 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.02%.
(d)The aggregate initial maximum facility size of $8.7 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.
(e)Certain facilities with an outstanding balance of $285.9 million as of September 30, 2020 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.
(f)A facility with an outstanding balance of $184.2 million as of September 30, 2020 has a fixed annual interest rate of 3.50%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.57%.
(g)Includes: (i) $184.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $41.3 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14).
(h)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.
(i)Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.
(j)The weighted average maturity is 7.0 years as of September 30, 2020.
(k)Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.63%.
(l)Consists of: (i) a $396.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50%; and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.7 billion as of September 30, 2020.
Schedule of collateralized loan obligations

The following table is a summary of our CLO as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Face

Carrying

Weighted

September 30, 2020

Count

Amount

Value

Average Spread

Maturity

Collateral assets

24

$

1,099,672

$

1,099,558

LIBOR + 3.83%

(a)

Feb 2024

(b)

Financing

1

 

936,375

929,931

LIBOR + 1.64%

(c)

July 2038

(d)

December 31, 2019

Collateral assets

20

$

1,073,504

$

1,073,504

LIBOR + 3.34%

(a)

Nov 2023

(b)

Financing

1

 

936,375

928,060

LIBOR + 1.65%

(c)

July 2038

(d)

(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the loans financed by the CLO as of September 30, 2020, 9% earned fixed-rate weighted average interest of 6.84%.
(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.
(c)Represents the weighted-average cost of financing incurred during the respective year-to-date period, inclusive of deferred issuance costs.
(d)Repayments of the CLO are tied to timing of the related collateral asset repayments. The term of the CLO financing obligation represents the legal final maturity date.
Schedule of five-year principal repayments for secured financings

    

Repurchase

    

Other Secured

    

Agreements

Financing

CLO

Total

2020 (remainder of)

    

$

80,429

    

$

311,142

    

$

$

391,571

2021

 

764,290

 

782,007

 

1,546,297

2022

 

1,364,073

 

547,960

 

1,912,033

2023

 

1,108,155

 

706,658

 

1,814,813

2024

 

843,591

 

235,852

 

1,079,443

Thereafter

 

1,388,234

 

1,569,771

936,375

(a)

 

3,894,380

Total

$

5,548,772

$

4,153,390

$

936,375

$

10,638,537

(a)Assumes utilization of the reinvestment feature.
v3.20.2
Unsecured Senior Notes (Tables)
9 Months Ended
Sep. 30, 2020
Unsecured Senior Notes  
Schedule of unsecured convertible senior notes outstanding

The following table is a summary of our unsecured senior notes outstanding as of September 30, 2020 and December 31, 2019 (dollars in thousands):

Remaining

Coupon

Effective

Maturity

Period of

Carrying Value at

Rate

Rate (1)

Date

Amortization

September 30, 2020

December 31, 2019

2021 Senior Notes (February)

3.63

%  

(2)

3.89

%  

2/1/2021

 

0.3

years

 

$

500,000

 

$

500,000

2021 Senior Notes (December)

5.00

%  

5.32

%  

12/15/2021

1.2

years

700,000

700,000

2023 Convertible Notes

4.38

%  

4.86

%  

4/1/2023

2.5

years

250,000

250,000

2025 Senior Notes

4.75

%  

(3)

5.04

%  

3/15/2025

4.5

years

500,000

500,000

Total principal amount

1,950,000

1,950,000

Unamortized discount—Convertible Notes

(2,826)

(3,610)

Unamortized discount—Senior Notes

(8,790)

(12,144)

Unamortized deferred financing costs

 

(3,829)

 

(5,624)

Carrying amount of debt components

$

1,934,555

$

1,928,622

Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes

$

3,755

$

3,755

(1)Effective rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on our Convertible Notes, the value of which reduced the initial liability and was recorded in additional paid-in-capital.
(2)The coupon on the February 2021 Senior Notes is 3.63%.  At closing, we swapped the notes to a floating rate of LIBOR + 1.28%.
(3)The coupon on the 2025 Senior Notes is 4.75%.  At closing, we swapped $470.0 million of the notes to a floating rate of LIBOR + 2.53%.  

Schedule of conversion attributes on Convertible Notes outstanding

The following table details the conversion attributes of our Convertible Notes outstanding as of September 30, 2020:

September 30, 2020

Conversion

Conversion

Rate (1)

Price (2)

2023 Convertible Notes

38.5959

 

$

25.91

(1)The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of Convertible Notes converted, as adjusted in accordance with the indentures governing the Convertible Notes (including the applicable supplemental indentures).

(2)As of September 30, 2020, the market price of the Company’s common stock was $15.09 per share.

v3.20.2
Loan Securitization/Sale Activities (Tables)
9 Months Ended
Sep. 30, 2020
Investing and Servicing Segment  
Summary of fair value and par value of loans sold and amount of sale proceeds used in part to repay the outstanding balance of the repurchase agreements associated with the loans

Commercial Loans

Residential Loans

    

Face Amount

    

Proceeds

    

Face Amount

    

Proceeds

For the Three Months Ended September 30,

2020

$

151,295

$

157,497

$

478,911

$

499,321

2019

 

262,528

274,714

 

545,976

569,590

For the Nine Months Ended September 30,

2020

$

487,130

$

509,890

$

1,443,691

$

1,487,761

2019

 

787,160

 

826,932

 

886,187

 

921,602

Commercial and Residential Lending Segment  
Summary of loans sold and loans transferred as secured borrowings by the Lending segment net of expenses

Loan Transfers Accounted for as Sales

Commercial

Residential

    

Face Amount (1)

    

Proceeds (1)

    

Face Amount

    

Proceeds

For the Three Months Ended September 30,

2020

$

$

$

$

2019

 

53,288

53,249

1,684

1,743

For the Nine Months Ended September 30,

2020

$

399,132

$

396,078

$

550

$

604

2019

 

554,710

551,700

25,526

26,260

(1)During the nine months ended September 30, 2020, we sold $230.9 million and $168.2 million of senior interests in first mortgage loans and whole loan interests, respectively, for proceeds of $224.1 million and $172.0 million, respectively. During the nine months ended September 30, 2019, all sales were of senior interests in first mortgage loans.
v3.20.2
Derivatives and Hedging Activity (Tables)
9 Months Ended
Sep. 30, 2020
Derivatives and Hedging Activity  
Summary of foreign exchange ("Fx") forwards, interest rate swaps, interest rate caps and credit index instruments

The following table summarizes our non-designated derivatives as of September 30, 2020 (notional amounts in thousands):

Type of Derivative

    

Number of Contracts

    

Aggregate Notional Amount

    

Notional Currency

    

Maturity

Fx contracts – Buy Euros ("EUR")

1

1,915

EUR

November 2022

Fx contracts – Sell EUR

289

250,530

EUR

October 2020 – November 2025

Fx contracts – Sell Pounds Sterling ("GBP")

120

373,948

GBP

October 2020 – May 2024

Fx contracts – Sell Australian dollar ("AUD")

13

126,546

AUD

August 2021 – November 2021

Interest rate swaps – Paying fixed rates

56

1,755,593

USD

March 2023 – September 2030

Interest rate swaps – Receiving fixed rates

2

970,000

USD

January 2021 - March 2025

Interest rate caps

22

951,462

USD

October 2020 – April 2025

Credit index instruments

4

69,000

USD

September 2058 – August 2061

Interest rate swap guarantees

6

383,080

USD

March 2022 – June 2025

Total

513

Schedule of fair values of derivative financial instruments

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of September 30, 2020 and December 31, 2019 (amounts in thousands):

Fair Value of Derivatives

Fair Value of Derivatives

in an Asset Position (1) as of

in a Liability Position (2) as of

September 30,

December 31,

September 30,

December 31,

    

2020

2019

2020

2019

Interest rate contracts

$

38,479

$

14,385

$

3,097

$

Interest rate swap guarantees

958

614

Foreign exchange contracts

 

25,805

 

14,558

 

9,397

 

7,834

Credit index instruments

 

541

 

 

 

292

Total derivatives

$

64,825

$

28,943

$

13,452

$

8,740

(1)Classified as derivative assets in our condensed consolidated balance sheets.

(2)Classified as derivative liabilities in our condensed consolidated balance sheets.
Schedule of effect of derivative financial instruments on the consolidated statements of operations and of comprehensive income

The tables below present the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in Income for the

Recognized in Income for the

Derivatives Not Designated

Location of Gain (Loss)

Three Months Ended September 30,

Nine Months Ended September 30,

as Hedging Instruments

Recognized in Income

2020

    

2019

  

2020

2019

Interest rate contracts

(Loss) gain on derivative financial instruments

$

259

$

(7,898)

$

(52,129)

$

(21,733)

Interest rate swap guarantees

(Loss) gain on derivative financial instruments

260

(468)

(345)

(3,640)

Foreign exchange contracts

 

(Loss) gain on derivative financial instruments

 

(28,514)

 

30,426

 

17,644

 

46,116

Credit index instruments

 

(Loss) gain on derivative financial instruments

 

(102)

 

(127)

 

345

 

(1,049)

$

(28,097)

$

21,933

$

(34,485)

$

19,694

v3.20.2
Offsetting Assets and Liabilities (Tables)
9 Months Ended
Sep. 30, 2020
Offsetting Assets and Liabilities  
Schedule of offsetting assets and liabilities

The following tables present the potential effects of netting arrangements on our financial position for financial assets and liabilities within the scope of ASC 210-20, Balance Sheet—Offsetting, which for us are derivative assets and liabilities as well as repurchase agreement liabilities (amounts in thousands):

(iv)

Gross Amounts Not

Offset in the Statement

(ii)  

(iii) = (i) - (ii)

of Financial Position

    

Gross Amounts

   

Net Amounts

   

   

Cash

   

(i)

Offset in the

Presented in

Collateral

Gross Amounts

Statement of

the Statement of

Financial

Received /

(v) = (iii) - (iv)

Recognized

Financial Position

Financial Position

Instruments

Pledged

Net Amount

As of September 30, 2020

Derivative assets

$

64,825

$

$

64,825

$

9,397

$

39,842

$

15,586

Derivative liabilities

$

13,452

$

$

13,452

$

9,397

$

3,097

$

958

Repurchase agreements

 

5,548,772

 

 

5,548,772

 

5,548,772

 

 

$

5,562,224

$

$

5,562,224

$

5,558,169

$

3,097

$

958

As of December 31, 2019

Derivative assets

$

28,943

$

$

28,943

$

5,312

$

14,208

$

9,423

Derivative liabilities

$

8,740

$

$

8,740

$

5,312

$

292

$

3,136

Repurchase agreements

 

4,609,457

 

 

4,609,457

 

4,609,457

 

 

$

4,618,197

$

$

4,618,197

$

4,614,769

$

292

$

3,136

v3.20.2
Variable Interest Entities (Tables)
9 Months Ended
Sep. 30, 2020
Variable Interest Entities  
Summary of assets and liabilities of our consolidated CLO

The following table details the assets and liabilities of our consolidated CLO as of September 30, 2020 and December 31, 2019 (amounts in thousands):

September 30, 2020

December 31, 2019

Assets:

Loans held-for-investment

$

1,099,558

 

1,073,504

Accrued interest receivable

 

3,082

 

3,129

Other assets

328

26,496

Total Assets

$

1,102,968

$

1,103,129

Liabilities

Accounts payable, accrued expenses and other liabilities

$

621

$

1,362

Collateralized loan obligations, net

 

929,931

 

928,060

Total Liabilities

$

930,552

$

929,422

v3.20.2
Stockholders' Equity and Non-Controlling Interests (Tables)
9 Months Ended
Sep. 30, 2020
Stockholders' Equity and Non-Controlling Interests  
Schedule of dividends declared by board of directors

During the nine months ended September 30, 2020, our board of directors declared the following dividends:

Declaration Date

    

Record Date

    

Ex-Dividend Date

    

Payment Date

    

Amount

    

Frequency

9/16/20

9/30/20

9/29/20

10/15/20

$

0.48

Quarterly

6/16/20

 

6/30/20

 

6/29/20

7/15/20

0.48

 

Quarterly

2/25/20

 

3/31/20

 

3/30/20

4/15/20

0.48

 

Quarterly

Summary of share awards granted under the Manager Equity Plan

The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager Equity Plan during the nine months ended September 30, 2020 and 2019 (dollar amounts in thousands):

Grant Date

    

Type

    

Amount Granted

    

Grant Date Fair Value

    

Vesting Period

 

September 2019

RSU

1,200,000

$

29,484

(1)

April 2018

RSU

775,000

16,329

3 years

March 2017

RSU

1,000,000

22,240

3 years

(1)Of the amount granted, 218,898 vested immediately on the grant date and the remaining amount vests over a three-year period.
Schedule of Non-Vested Shares and Share Equivalents

2017

Weighted Average

2017

Manager

Grant Date Fair

Equity Plan

Equity Plan

Total

Value (per share)

Balance as of January 1, 2020

 

1,413,170

 

1,305,597

 

2,718,767

 

$

22.74

Granted

1,014,753

 

1,014,753

 

10.98

Vested

 

(640,727)

(522,359)

 

(1,163,086)

 

22.50

Forfeited

 

(20,960)

 

(20,960)

 

14.23

Balance as of September 30, 2020

 

1,766,236

 

783,238

 

2,549,474

 

18.23

v3.20.2
Earnings per Share (Tables)
9 Months Ended
Sep. 30, 2020
Earnings per Share  
Reconciliation of net income from continuing operations and the number of shares of common stock used in the computation of basic EPS and diluted EPS

The following table provides a reconciliation of net income and the number of shares of common stock used in the computation of basic EPS and diluted EPS (amounts in thousands, except per share amounts):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

    

2020

    

2019

    

2020

    

2019

Basic Earnings

Income attributable to STWD common stockholders

$

151,834

$

140,396

$

224,721

$

337,795

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,721)

 

(1,205)

 

(3,422)

 

(2,779)

Basic earnings

$

150,113

$

139,191

$

221,299

$

335,016

Diluted Earnings

Income attributable to STWD common stockholders

$

151,834

$

140,396

$

224,721

$

337,795

Less: Income attributable to participating shares not already deducted as non-controlling interests

 

(1,721)

 

(1,205)

 

(3,422)

 

(2,779)

Add: Interest expense on Convertible Notes (1)

3,055

3,071

*

9,306

Add: Undistributed earnings to participating shares

 

663

 

188

 

 

Less: Undistributed earnings reallocated to participating shares

 

(642)

 

(182)

 

 

Diluted earnings

$

153,189

$

142,268

$

221,299

$

344,322

Number of Shares:

Basic — Average shares outstanding

 

282,596

 

279,992

 

281,686

 

278,934

Effect of dilutive securities — Convertible Notes (1)

 

9,649

 

9,649

 

*

 

9,857

Effect of dilutive securities — Contingently issuable shares

 

 

38

 

38

Effect of dilutive securities — Unvested non-participating shares

213

233

182

192

Diluted — Average shares outstanding

 

292,458

 

289,912

 

281,868

 

289,021

Earnings Per Share Attributable to STWD Common Stockholders:

Basic

$

0.53

$

0.50

$

0.79

$

1.20

Diluted

$

0.52

$

0.49

$

0.79

$

1.19

(1)The Company does not intend to fully settle the principal amount of the Convertible Notes in cash upon conversion. Accordingly, under GAAP, the dilutive effect to EPS for the periods presented above is determined using the “if-converted” method whereby interest expense or any loss on extinguishment of our Convertible Notes is added back to the diluted EPS numerator and the full number of potential shares contingently issuable upon their conversion is included in the diluted EPS denominator, if dilutive. Refer to Note 10 for further discussion.

* Our Convertible Notes were not dilutive for the nine months ended September 30, 2020.

v3.20.2
Accumulated Other Comprehensive Income (Tables)
9 Months Ended
Sep. 30, 2020
Accumulated Other Comprehensive Income  
Schedule of changes in AOCI by component

The changes in AOCI by component are as follows (amounts in thousands):

    

Cumulative

    

    

Unrealized Gain

(Loss) on

Foreign

Available-for-

Currency

Sale Securities

Translation

Total

Three Months Ended September 30, 2020

Balance at July 1, 2020

$

42,930

$

(64)

$

42,866

OCI before reclassifications

 

(581)

 

 

(581)

Amounts reclassified from AOCI

 

 

 

Net period OCI

 

(581)

 

 

(581)

Balance at September 30, 2020

$

42,349

$

(64)

$

42,285

Three Months Ended September 30, 2019

Balance at July 1, 2019

$

53,049

$

4,075

$

57,124

OCI before reclassifications

(520)

 

(4,168)

 

(4,688)

Amounts reclassified from AOCI

 

(59)

 

 

(59)

Net period OCI

 

(579)

 

(4,168)

 

(4,747)

Balance at September 30, 2019

$

52,470

$

(93)

$

52,377

Nine Months Ended September 30, 2020

Balance at January 1, 2020

$

50,996

$

(64)

$

50,932

OCI before reclassifications

 

(8,647)

 

 

(8,647)

Amounts reclassified from AOCI

 

 

 

Net period OCI

 

(8,647)

 

 

(8,647)

Balance at September 30, 2020

$

42,349

$

(64)

$

42,285

Nine Months Ended September 30, 2019

Balance at January 1, 2019

$

53,515

$

5,145

$

58,660

OCI before reclassifications

 

(986)

 

(5,238)

 

(6,224)

Amounts reclassified from AOCI

 

(59)

 

 

(59)

Net period OCI

 

(1,045)

 

(5,238)

 

(6,283)

Balance at September 30, 2019

$

52,470

$

(93)

$

52,377

v3.20.2
Fair Value (Tables)
9 Months Ended
Sep. 30, 2020
Fair Value  
Schedule of financial assets and liabilities carried at fair value on a recurring basis

The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the condensed consolidated balance sheets by their level in the fair value hierarchy as of September 30, 2020 and December 31, 2019 (amounts in thousands):

September 30, 2020

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

1,269,080

$

$

$

1,269,080

RMBS

 

170,270

 

 

 

170,270

CMBS

 

23,489

 

 

1,640

 

21,849

Equity security

 

10,058

 

10,058

 

 

Domestic servicing rights

 

14,589

 

 

 

14,589

Derivative assets

 

64,825

 

 

64,825

 

VIE assets

 

64,477,475

 

 

 

64,477,475

Total

$

66,029,786

$

10,058

$

66,465

$

65,953,263

Financial Liabilities:

Derivative liabilities

$

13,452

$

$

13,452

$

VIE liabilities

 

62,876,265

 

 

60,560,959

 

2,315,306

Total

$

62,889,717

$

$

60,574,411

$

2,315,306

December 31, 2019

    

Total

    

Level I

    

Level II

    

Level III

Financial Assets:

Loans under fair value option

$

1,436,194

$

$

$

1,436,194

RMBS

 

189,576

 

 

 

189,576

CMBS

 

37,360

 

 

12,352

 

25,008

Equity security

 

12,664

 

12,664

 

 

Domestic servicing rights

 

16,917

 

 

 

16,917

Derivative assets

 

28,943

 

 

28,943

 

VIE assets

 

62,187,175

 

 

 

62,187,175

Total

$

63,908,829

$

12,664

$

41,295

$

63,854,870

Financial Liabilities:

Derivative liabilities

$

8,740

$

$

8,740

$

VIE liabilities

 

60,743,494

 

 

58,206,102

 

2,537,392

Total

$

60,752,234

$

$

58,214,842

$

2,537,392

Schedule of changes in financial assets and liabilities classified as Level III

The changes in financial assets and liabilities classified as Level III are as follows for the three and nine months ended September 30, 2020 and 2019 (amounts in thousands):

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2020 balance

$

894,613

$

174,281

$

21,891

$

13,955

$

64,175,387

$

(2,129,529)

$

63,150,598

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

61,384

 

 

(56)

634

 

(202,560)

 

(30,577)

 

(171,175)

Net accretion

 

 

2,633

 

 

 

 

 

2,633

Included in OCI

 

 

(581)

 

 

 

 

 

(581)

Purchases / Originations

 

1,013,158

 

 

 

 

 

 

1,013,158

Sales

 

(656,818)

 

 

 

 

 

 

(656,818)

Cash repayments / receipts

 

(43,257)

 

(6,063)

 

(213)

 

 

 

(329)

 

(49,862)

Transfers into Level III

 

 

 

 

 

 

(485,332)

 

(485,332)

Transfers out of Level III

 

 

 

 

 

 

322,888

 

322,888

Consolidation of VIEs

 

 

 

 

 

512,300

 

 

512,300

Deconsolidation of VIEs

 

 

 

227

 

 

(7,652)

 

7,573

 

148

September 30, 2020 balance

$

1,269,080

$

170,270

$

21,849

$

14,589

$

64,477,475

$

(2,315,306)

$

63,637,957

Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$

8,864

$

2,633

$

(56)

$

634

$

(194,147)

$

(30,577)

$

(212,649)

Included in OCI

$

$

(581)

$

$

$

$

$

(581)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Three Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

July 1, 2019 balance

$

1,372,398

$

200,874

$

34,283

$

18,874

$

57,667,606

$

(2,374,002)

$

56,920,033

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

32,512

 

 

432

(625)

 

(380,973)

 

28,005

 

(320,649)

Net accretion

 

 

2,446

 

 

 

 

 

2,446

Included in OCI

 

 

(578)

 

 

 

 

 

(578)

Purchases / Originations

1,123,553

 

 

5,165

 

 

 

1,128,718

Sales

 

(846,047)

 

 

 

 

 

 

(846,047)

Issuances

 

 

 

 

 

 

(22,958)

 

(22,958)

Cash repayments / receipts

(33,054)

 

(7,445)

 

(3,343)

 

 

 

(12,516)

 

(56,358)

Transfers into Level III

 

 

 

 

 

 

(122,911)

 

(122,911)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

319,727

 

93,914

Consolidation of VIEs

 

 

 

 

 

1,999,780

 

(85,450)

 

1,914,330

Deconsolidation of VIEs

 

 

 

(657)

 

 

(37,359)

 

 

(38,016)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of unrealized gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

4,537

$

2,390

$

434

$

(625)

$

(380,973)

$

28,005

$

(346,232)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2020 balance

$

1,436,194

$

189,576

$

25,008

$

16,917

$

62,187,175

$

(2,537,392)

$

61,317,478

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

79,700

 

 

5,331

 

(2,328)

 

(1,291,705)

 

107,019

 

(1,101,983)

Net accretion

 

 

7,967

 

 

 

 

 

7,967

Included in OCI

 

 

(8,647)

 

 

 

 

 

(8,647)

Purchases / Originations

 

1,900,738

 

 

 

 

 

 

1,900,738

Sales

 

(1,998,255)

 

 

(7,940)

 

 

 

 

(2,006,195)

Issuances

 

 

 

 

 

 

(24,376)

 

(24,376)

Cash repayments / receipts

 

(149,297)

 

(18,626)

 

(777)

 

 

 

(9,589)

 

(178,289)

Transfers into Level III

 

 

 

 

 

 

(1,242,539)

 

(1,242,539)

Transfers out of Level III

 

 

 

 

 

 

1,455,093

 

1,455,093

Consolidation of VIEs

 

 

 

 

 

3,589,657

 

(71,095)

 

3,518,562

Deconsolidation of VIEs

 

 

 

227

 

 

(7,652)

 

7,573

 

148

September 30, 2020 balance

$

1,269,080

$

170,270

$

21,849

$

14,589

$

64,477,475

$

(2,315,306)

$

63,637,957

Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$

8,551

$

7,967

$

(1,055)

$

(2,328)

$

(1,213,498)

$

107,019

$

(1,093,344)

Included in OCI

$

$

(8,647)

$

$

$

$

$

(8,647)

    

    

    

    

Domestic

    

    

    

Loans at

Servicing

VIE

Nine Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total

January 1, 2019 balance

$

671,282

$

209,079

$

25,228

$

20,557

$

53,446,364

$

(1,441,446)

$

52,931,064

Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

 

65,669

 

 

1,153

 

(2,308)

 

39,961

 

51,907

 

156,382

Net accretion

 

 

7,484

 

 

 

 

 

7,484

Included in OCI

 

 

(1,044)

 

 

 

 

 

(1,044)

Purchases / Originations

2,775,787

 

 

5,165

 

 

 

2,780,952

Sales

 

(1,774,794)

 

 

(3,978)

 

 

 

 

(1,778,772)

Issuances

 

 

 

 

 

 

(81,681)

 

(81,681)

Cash repayments / receipts

(88,582)

 

(20,222)

 

(8,933)

 

 

 

(15,786)

 

(133,523)

Transfers into Level III

 

 

 

5,350

 

 

 

(1,374,505)

 

(1,369,155)

Transfers out of Level III

 

(225,813)

 

 

 

 

 

750,546

 

524,733

Consolidation of VIEs

 

 

 

 

 

6,103,915

 

(193,300)

 

5,910,615

Deconsolidation of VIEs

 

 

 

11,895

 

 

(341,186)

 

34,160

 

(295,131)

September 30, 2019 balance

$

1,423,549

$

195,297

$

35,880

$

18,249

$

59,249,054

$

(2,270,105)

$

58,651,924

Amount of total gains (losses) included in earnings attributable to assets still held at September 30, 2019

$

6,775

$

7,397

$

101

$

(2,308)

$

39,961

$

51,907

$

103,833

Schedule of fair value of financial instruments not carried at fair value

The following table presents the fair values, all of which are classified in Level III of the fair value hierarchy, of our financial instruments not carried at fair value on the condensed consolidated balance sheets (amounts in thousands):

September 30, 2020

December 31, 2019

   

Carrying

   

Fair

Carrying

  

Fair

Value

Value

Value

Value

Financial assets not carried at fair value:

Loans held-for-investment and loans held-for-sale

$

10,662,245

$

10,583,876

$

10,034,030

$

10,086,372

HTM debt securities

 

541,296

 

512,808

 

570,638

 

568,727

Financial liabilities not carried at fair value:

Secured financing agreements and CLO

$

10,545,823

$

10,495,587

$

9,834,108

$

9,826,511

Unsecured senior notes

 

1,934,555

 

1,917,805

 

1,928,622

 

2,022,283

Schedule of quantitative information for Level 3 Measurements for assets and liabilities measured at fair value on recurring basis

The following is quantitative information about significant unobservable inputs in our Level III measurements for those assets and liabilities measured at fair value on a recurring basis (dollars in thousands):

Carrying Value at

Valuation

Unobservable

Range (Weighted Average) as of (1)

   

September 30, 2020

   

Technique

   

Input

   

September 30, 2020

   

December 31, 2019

Loans under fair value option

$

1,269,080

Discounted cash flow

Yield (b)

3.3% - 9.7% (4.7%)

3.4% - 5.9%

Duration (c)

1.5 - 10.8 years (4.8 years)

1.3 - 11.3 years

RMBS

 

170,270

Discounted cash flow

Constant prepayment rate (a)

3.2% - 16.4% (7.3%) 

3.1% - 24.9%

Constant default rate (b)

1.3% - 5.0% (2.6%)

0.5% - 5.0%

Loss severity (b)

0% - 79% (26%) (e) 

0% - 93% (e)

Delinquency rate (c)

8% - 28% (18%) 

5% - 29%

Servicer advances (a)

24% - 85% (61%) 

27% - 85%

Annual coupon deterioration (b)

0.0% - 0.9% (0.1%)

0% - 1.6%

Putback amount per projected total collateral loss (d)

0% -25% (1.1%)  

0% - 28%

CMBS

 

21,849

Discounted cash flow

Yield (b)

0% - 700.5% (6.1%) 

0% - 122.9%

Duration (c)

0 - 8.9 years (5.5 years)

0 - 9.7 years

Domestic servicing rights

 

14,589

Discounted cash flow

Debt yield (a)

7.75% (7.75%) 

7.50%

Discount rate (b)

15% (15%) 

15%

VIE assets

 

64,477,475

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 19 years (3.9 years)

0 - 19.2 years

VIE liabilities

 

(2,315,306)

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 11.0 years (3.8 years)

0 - 12.7 years

(1)The ranges and weighted averages of significant unobservable inputs are represented in percentages and years. Unobservable inputs were weighted by the relative carrying value of the instruments as of September 30, 2020.

Information about Uncertainty of Fair Value Measurements

(a)Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.
(b)Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.
(c)Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (higher or lower) fair value measurement depending on the structural features of the security in question.
(d)Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.
(e)17% and 34% of the portfolio falls within a range of 45% - 80% as of September 30, 2020 and December 31, 2019, respectively.
v3.20.2
Income Taxes (Tables)
9 Months Ended
Sep. 30, 2020
Income Taxes  
Schedule of reconciliation of federal income tax determined using statutory federal tax rate to reported income tax provision

The following table is a reconciliation of our U.S. federal income tax (benefit) provision determined using our statutory federal tax rate to our reported income tax (benefit) provision for the three and nine months ended September 30, 2020 and 2019 (dollars in thousands):

  

For the Three Months Ended September 30,

  

For the Nine Months Ended September 30,

2020

    

2019

 

    

2020

2019

Federal statutory tax rate

$

37,711

 

21.0

%

  

$

32,448

 

21.0

%

  

$

54,231

 

21.0

%

 

$

77,140

 

21.0

%

REIT and other non-taxable loss

 

(24,688)

(13.7)

%

 

(28,870)

(18.7)

%

 

(41,697)

(16.2)

%

 

(71,042)

(19.3)

%

State income taxes

 

4,278

2.4

%

 

937

0.6

%

 

4,118

1.6

%

 

1,597

0.4

%

Federal benefit of state tax deduction

 

(899)

(0.5)

%

 

(196)

(0.1)

%

 

(865)

(0.3)

%

 

(335)

(0.1)

%

Net operating loss carryback rate differential

 

(1,569)

(0.9)

%

 

%

 

(5,286)

(2.0)

%

 

%

Intra-entity transfer

%

%

(3,781)

(1.5)

%

%

Other

 

10

%

 

194

0.1

%

 

96

%

 

1,020

0.3

%

Effective tax rate

$

14,843

8.3

%

$

4,513

2.9

%

$

6,816

2.6

%

$

8,380

2.3

%

v3.20.2
Segment Data (Tables)
9 Months Ended
Sep. 30, 2020
Segment Data  
Schedule of results of operations by business segment

The table below presents our results of operations for the three months ended September 30, 2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

149,972

$

17,835

$

$

1,597

$

$

169,404

$

$

169,404

Interest income from investment securities

 

21,385

 

635

 

 

23,587

 

45,607

 

(33,421)

 

12,186

Servicing fees

 

110

 

 

 

13,749

 

13,859

 

(4,311)

 

9,548

Rental income

2,014

63,925

10,039

75,978

75,978

Other revenues

 

66

 

101

 

48

 

98

 

313

 

(2)

 

311

Total revenues

 

173,547

 

18,571

 

63,973

 

49,070

 

 

305,161

 

(37,734)

 

267,427

Costs and expenses:

Management fees

 

297

 

 

 

221

 

22,596

 

23,114

 

13

 

23,127

Interest expense

 

38,422

 

8,914

 

16,180

 

5,425

27,040

 

95,981

 

 

95,981

General and administrative

 

12,483

 

3,568

 

1,094

 

18,813

3,436

 

39,394

 

84

 

39,478

Acquisition and investment pursuit costs

 

757

 

62

 

 

65

 

884

 

 

884

Costs of rental operations

643

24,302

4,577

29,522

29,522

Depreciation and amortization

 

430

 

87

 

19,130

 

3,934

 

23,581

 

 

23,581

Credit loss provision (reversal), net

 

782

 

(4,369)

 

 

 

(3,587)

 

 

(3,587)

Other expense

 

77

 

 

95

 

 

172

 

 

172

Total costs and expenses

 

53,891

 

8,262

 

60,801

 

33,035

53,072

 

209,061

 

97

 

209,158

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

58,585

 

58,585

Change in fair value of servicing rights

 

 

 

 

3,960

 

3,960

 

(3,326)

 

634

Change in fair value of investment securities, net

 

13,611

 

 

 

3,249

 

16,860

 

(17,059)

 

(199)

Change in fair value of mortgage loans, net

 

59,402

 

 

 

1,982

 

61,384

 

 

61,384

Earnings (loss) from unconsolidated entities

 

3,253

 

(80)

 

 

358

 

3,531

 

(339)

 

3,192

(Loss) gain on derivative financial instruments, net

 

(28,577)

 

110

 

(313)

 

38

645

 

(28,097)

 

 

(28,097)

Foreign currency gain, net

 

25,302

 

110

 

14

 

26

 

25,452

 

 

25,452

Other (loss) income, net

 

 

 

(1)

 

358

 

357

 

 

357

Total other income (loss)

 

72,991

 

140

 

(300)

 

9,971

645

 

83,447

 

37,861

 

121,308

Income (loss) before income taxes

 

192,647

 

10,449

 

2,872

 

26,006

(52,427)

 

179,547

 

30

 

179,577

Income tax (provision) benefit

 

(16,700)

 

(86)

 

 

1,943

 

(14,843)

 

 

(14,843)

Net income (loss)

 

175,947

 

10,363

 

2,872

 

27,949

(52,427)

 

164,704

 

30

 

164,734

Net income attributable to non-controlling interests

 

(3)

 

 

(5,072)

 

(7,795)

 

(12,870)

 

(30)

 

(12,900)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

175,944

$

10,363

$

(2,200)

$

20,154

$

(52,427)

$

151,834

$

$

151,834

The table below presents our results of operations for the three months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

145,290

$

22,763

$

$

3,977

$

$

172,030

$

$

172,030

Interest income from investment securities

 

18,163

810

 

 

32,556

 

51,529

 

(34,853)

 

16,676

Servicing fees

 

97

 

 

18,243

 

18,340

 

(4,007)

 

14,333

Rental income

72,251

12,403

 

84,654

 

 

84,654

Other revenues

 

258

39

 

125

 

218

 

640

 

(3)

 

637

Total revenues

 

163,808

23,612

 

72,376

 

67,397

 

 

327,193

 

(38,863)

 

288,330

Costs and expenses:

Management fees

 

363

 

 

18

 

29,829

 

30,210

 

28

 

30,238

Interest expense

 

51,844

14,422

 

19,020

 

8,891

29,142

 

123,319

 

(163)

 

123,156

General and administrative

 

7,104

4,315

 

2,170

 

22,915

3,184

 

39,688

 

78

 

39,766

Acquisition and investment pursuit costs

 

506

21

 

 

(364)

 

163

 

 

163

Costs of rental operations

765

24,784

6,019

 

31,568

 

 

31,568

Depreciation and amortization

 

339

15

 

23,106

 

4,809

 

28,269

 

 

28,269

Credit loss reversal, net

 

(39)

 

 

 

(39)

 

 

(39)

Other expense

 

77

 

46

 

 

123

 

 

123

Total costs and expenses

 

60,959

18,773

 

69,126

 

42,288

62,155

 

253,301

 

(57)

 

253,244

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

61,767

 

61,767

Change in fair value of servicing rights

 

 

 

57

 

57

 

(682)

 

(625)

Change in fair value of investment securities, net

 

(303)

 

 

22,476

 

22,173

 

(21,907)

 

266

Change in fair value of mortgage loans, net

 

10,088

 

 

22,433

 

32,521

 

 

32,521

Earnings from unconsolidated entities

 

2,507

 

223

 

253

 

2,983

 

(236)

 

2,747

Gain (loss) on sale of investments and other assets, net

 

482

(25)

 

 

20,700

 

21,157

 

 

21,157

Gain (loss) on derivative financial instruments, net

 

15,729

(109)

 

5,900

 

(6,376)

6,789

 

21,933

 

 

21,933

Foreign currency loss, net

 

(15,337)

(319)

 

(8)

 

 

(15,664)

 

 

(15,664)

Loss on extinguishment of debt

(857)

(2,101)

(194)

(1,472)

(4,624)

(4,624)

Other loss, net

 

(50)

 

 

 

(50)

 

 

(50)

Total other income (loss)

 

12,309

(2,604)

 

6,115

 

59,349

5,317

 

80,486

 

38,942

 

119,428

Income (loss) before income taxes

 

115,158

2,235

 

9,365

 

84,458

(56,838)

154,378

 

136

 

154,514

Income tax (provision) benefit

 

(3,194)

475

 

(1,794)

 

(4,513)

 

 

(4,513)

Net income (loss)

 

111,964

2,710

 

9,365

 

82,664

(56,838)

 

149,865

 

136

 

150,001

Net income attributable to non-controlling interests

 

 

(5,250)

 

(4,219)

 

(9,469)

 

(136)

 

(9,605)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

111,964

$

2,710

$

4,115

$

78,445

$

(56,838)

$

140,396

$

$

140,396

The table below presents our results of operations for the nine months ended September 30, 2020 by business segment (amounts in thousands):

Commercial and

    

Residential

    

Infrastructure

    

    

Investing

    

    

    

    

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

492,489

$

59,374

$

$

6,071

$

$

557,934

$

$

557,934

Interest income from investment securities

 

57,358

 

2,019

 

 

73,311

 

132,688

 

(90,618)

 

42,070

Servicing fees

 

424

 

 

 

28,782

 

29,206

 

(8,207)

 

20,999

Rental income

2,782

191,452

28,600

222,834

222,834

Other revenues

 

298

 

344

 

228

 

891

 

1,761

 

(5)

 

1,756

Total revenues

 

553,351

 

61,737

 

191,680

 

137,655

 

 

944,423

 

(98,830)

 

845,593

Costs and expenses:

Management fees

 

987

 

 

 

680

 

85,257

 

86,924

 

46

 

86,970

Interest expense

 

134,243

 

31,709

 

49,243

 

18,796

83,670

 

317,661

 

(162)

 

317,499

General and administrative

 

29,230

 

12,328

 

3,453

 

54,490

11,105

 

110,606

 

251

 

110,857

Acquisition and investment pursuit costs

 

2,195

 

1,179

 

12

 

(3)

 

3,383

 

 

3,383

Costs of rental operations

2,409

71,857

13,102

87,368

87,368

Depreciation and amortization

 

1,275

 

246

 

57,571

 

11,890

 

70,982

 

 

70,982

Credit loss provision, net

 

52,293

 

2,991

 

 

 

55,284

 

 

55,284

Other expense

 

230

 

 

432

 

 

662

 

 

662

Total costs and expenses

 

222,862

 

48,453

 

182,568

 

98,955

180,032

 

732,870

 

135

 

733,005

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

 

64,353

 

64,353

Change in fair value of servicing rights

 

 

 

 

9,606

 

9,606

 

(11,934)

 

(2,328)

Change in fair value of investment securities, net

 

(8,814)

 

 

 

(36,026)

 

(44,840)

 

47,972

 

3,132

Change in fair value of mortgage loans, net

 

56,895

 

 

 

22,805

 

79,700

 

 

79,700

Earnings (loss) from unconsolidated entities

 

3,975

 

(1,198)

 

 

30,504

 

33,281

 

(1,216)

 

32,065

(Loss) gain on sale of investments and other assets, net

 

(961)

 

296

 

 

7,433

 

6,768

 

 

6,768

(Loss) gain on derivative financial instruments, net

 

(9,508)

 

(1,328)

 

(35,150)

 

(22,896)

34,397

 

(34,485)

 

 

(34,485)

Foreign currency (loss) gain, net

 

(1,757)

 

(53)

 

(53)

 

2

 

(1,861)

 

 

(1,861)

Loss on extinguishment of debt

(22)

(170)

(2,185)

(2,377)

(2,377)

Other income, net

 

 

 

240

 

447

 

687

 

 

687

Total other income (loss)

 

39,808

 

(2,453)

 

(37,148)

 

11,875

34,397

 

46,479

 

99,175

 

145,654

Income (loss) before income taxes

 

370,297

 

10,831

 

(28,036)

 

50,575

(145,635)

 

258,032

 

210

 

258,242

Income tax (provision) benefit

 

(15,535)

 

3

 

 

8,716

 

(6,816)

 

 

(6,816)

Net income (loss)

 

354,762

 

10,834

 

(28,036)

 

59,291

(145,635)

 

251,216

 

210

 

251,426

Net income attributable to non-controlling interests

 

(10)

 

 

(15,294)

 

(11,191)

 

(26,495)

 

(210)

 

(26,705)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

354,752

$

10,834

$

(43,330)

$

48,100

$

(145,635)

$

224,721

$

$

224,721

The table below presents our results of operations for the nine months ended September 30, 2019 by business segment (amounts in thousands):

Commercial and

    

Residential

    

Infrastructure

    

    

Investing

    

    

    

    

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Revenues:

Interest income from loans

$

462,956

$

74,969

$

$

8,987

$

$

546,912

$

$

546,912

Interest income from investment securities

 

62,438

2,563

 

 

88,012

 

153,013

 

(96,160)

 

56,853

Servicing fees

 

310

 

 

61,366

 

61,676

 

(13,902)

 

47,774

Rental income

 

215,098

40,686

 

255,784

 

 

255,784

Other revenues

 

714

732

 

291

 

929

26

 

2,692

 

(24)

 

2,668

Total revenues

 

526,418

78,264

 

215,389

 

199,980

 

26

 

1,020,077

 

(110,086)

 

909,991

Costs and expenses:

Management fees

 

1,127

 

 

54

 

74,924

 

76,105

 

122

 

76,227

Interest expense

 

172,012

49,257

 

57,142

 

25,152

84,878

 

388,441

 

(487)

 

387,954

General and administrative

 

20,626

13,624

 

5,394

 

61,943

10,429

 

112,016

 

258

 

112,274

Acquisition and investment pursuit costs

 

915

51

 

 

(387)

 

579

 

 

579

Costs of rental operations

1,525

70,846

19,503

 

91,874

 

 

91,874

Depreciation and amortization

 

695

15

 

70,078

 

15,287

 

86,075

 

 

86,075

Credit loss provision, net

 

2,046

1,196

 

 

 

3,242

 

 

3,242

Other expense

 

230

 

1,353

 

194

 

1,777

 

 

1,777

Total costs and expenses

 

199,176

64,143

 

204,813

 

121,746

170,231

 

760,109

 

(107)

 

760,002

Other income (loss):

Change in net assets related to consolidated VIEs

 

 

 

 

 

 

164,761

 

164,761

Change in fair value of servicing rights

 

 

 

(1,617)

 

(1,617)

 

(691)

 

(2,308)

Change in fair value of investment securities, net

 

(2,945)

 

 

56,431

 

53,486

 

(52,491)

 

995

Change in fair value of mortgage loans, net

 

16,837

 

 

48,841

 

65,678

 

 

65,678

Earnings (loss) from unconsolidated entities

 

8,576

 

(42,538)

 

3,601

 

(30,361)

 

(1,275)

 

(31,636)

Gain on sale of investments and other assets, net

 

3,476

3,041

 

 

21,640

 

28,157

 

 

28,157

Gain (loss) on derivative financial instruments, net

 

12,024

(3,337)

 

(3,957)

 

(16,761)

31,725

 

19,694

 

 

19,694

Foreign currency loss, net

 

(17,025)

(102)

 

(7)

 

 

(17,134)

 

 

(17,134)

Loss on extinguishment of debt

(857)

(8,221)

(194)

(1,466)

(10,738)

(10,738)

Other loss, net

 

(50)

 

 

(73)

 

(123)

 

 

(123)

Total other income (loss)

 

20,086

(8,669)

 

(46,502)

 

111,941

30,186

 

107,042

 

110,304

 

217,346

Income (loss) before income taxes

 

347,328

5,452

 

(35,926)

 

190,175

(140,019)

 

367,010

 

325

 

367,335

Income tax (provision) benefit

 

(4,778)

746

(258)

 

(4,090)

 

(8,380)

 

 

(8,380)

Net income (loss)

 

342,550

6,198

 

(36,184)

 

186,085

(140,019)

 

358,630

 

325

 

358,955

Net income attributable to non-controlling interests

 

(392)

 

(16,322)

 

(4,121)

 

(20,835)

 

(325)

 

(21,160)

Net income (loss) attributable to Starwood Property Trust, Inc.

$

342,158

$

6,198

$

(52,506)

$

181,964

$

(140,019)

$

337,795

$

$

337,795

Schedule of condensed consolidated balance sheet by business segment

The table below presents our condensed consolidated balance sheet as of September 30, 2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

Cash and cash equivalents

$

19,111

$

994

$

38,119

$

22,054

$

298,844

$

379,122

$

748

$

379,870

Restricted cash

 

69,351

 

31,515

 

7,632

 

22,838

 

 

131,336

 

 

131,336

Loans held-for-investment, net

 

9,373,503

 

1,544,068

 

 

1,081

 

 

10,918,652

 

 

10,918,652

Loans held-for-sale

 

747,654

 

 

 

265,019

 

 

1,012,673

 

 

1,012,673

Investment securities

 

1,152,362

 

39,813

 

 

1,097,322

 

 

2,289,497

 

(1,544,384)

 

745,113

Properties, net

27,123

1,983,124

197,575

2,207,822

2,207,822

Intangible assets

 

 

 

41,946

 

70,374

 

 

112,320

 

(38,181)

 

74,139

Investment in unconsolidated entities

 

50,850

 

24,664

 

 

45,236

 

 

120,750

 

(16,366)

 

104,384

Goodwill

 

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

25,805

 

 

54

 

1,250

 

37,716

 

64,825

 

 

64,825

Accrued interest receivable

 

72,344

 

3,244

 

 

334

 

3,484

 

79,406

 

(1,376)

 

78,030

Other assets

 

24,705

 

4,216

 

70,369

 

52,352

 

11,829

 

163,471

 

3

 

163,474

VIE assets, at fair value

 

 

 

 

 

 

 

64,477,475

 

64,477,475

Total Assets

$

11,562,808

$

1,767,923

$

2,141,244

$

1,915,872

$

351,873

$

17,739,720

$

62,877,919

$

80,617,639

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

36,378

$

8,545

$

49,758

$

35,796

$

70,956

$

201,433

$

58

$

201,491

Related-party payable

 

 

 

 

5

 

22,091

 

22,096

 

 

22,096

Dividends payable

 

 

 

 

 

138,264

 

138,264

 

 

138,264

Derivative liabilities

 

8,839

 

1,516

 

 

3,097

 

 

13,452

 

 

13,452

Secured financing agreements, net

 

5,576,092

 

1,243,001

 

1,793,731

 

614,055

 

389,013

 

9,615,892

 

 

9,615,892

Collateralized loan obligations, net

929,931

 

 

 

929,931

929,931

Unsecured senior notes, net

 

 

 

 

 

1,934,555

 

1,934,555

 

 

1,934,555

VIE liabilities, at fair value

 

 

 

 

 

 

 

62,876,265

 

62,876,265

Total Liabilities

 

6,551,240

 

1,253,062

 

1,843,489

 

652,953

 

2,554,879

 

12,855,623

 

62,876,323

 

75,731,946

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

 

2,918

 

2,918

 

 

2,918

Additional paid-in capital

 

1,165,764

 

509,848

 

115,246

 

(124,805)

 

3,534,663

 

5,200,716

 

 

5,200,716

Treasury stock

 

 

 

 

 

(133,024)

 

(133,024)

 

 

(133,024)

Accumulated other comprehensive income (loss)

 

42,350

 

 

 

(65)

 

 

42,285

 

 

42,285

Retained earnings (accumulated deficit)

 

3,803,336

 

5,013

 

(42,898)

 

1,243,098

 

(5,607,563)

 

(599,014)

 

 

(599,014)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

5,011,450

 

514,861

 

72,348

 

1,118,228

 

(2,203,006)

 

4,513,881

 

 

4,513,881

Non-controlling interests in consolidated subsidiaries

 

118

 

 

225,407

 

144,691

 

 

370,216

 

1,596

 

371,812

Total Equity

 

5,011,568

 

514,861

 

297,755

 

1,262,919

 

(2,203,006)

 

4,884,097

 

1,596

 

4,885,693

Total Liabilities and Equity

$

11,562,808

$

1,767,923

$

2,141,244

$

1,915,872

$

351,873

$

17,739,720

$

62,877,919

$

80,617,639

The table below presents our condensed consolidated balance sheet as of December 31, 2019 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

    

Lending

Lending

Property

and Servicing

Securitization

    

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total

Assets:

    

    

    

    

    

    

Cash and cash equivalents

    

$

26,278

    

$

2,209

$

30,123

    

$

61,693

    

$

356,864

    

$

477,167

    

$

1,221

    

$

478,388

Restricted cash

 

36,135

41,967

 

7,171

 

10,370

 

 

95,643

 

 

95,643

Loans held-for-investment, net

 

9,187,332

1,397,448

 

 

1,294

 

 

10,586,074

 

 

10,586,074

Loans held-for-sale

 

605,384

119,528

 

 

159,238

 

 

884,150

 

 

884,150

Investment securities

 

992,974

45,153

 

 

1,177,148

 

 

2,215,275

 

(1,405,037)

 

810,238

Properties, net

26,834

2,029,024

210,582

 

2,266,440

 

 

2,266,440

Intangible assets

 

 

47,303

 

64,644

 

 

111,947

 

(26,247)

 

85,700

Investment in unconsolidated entities

 

46,921

25,862

 

 

32,183

 

 

104,966

 

(20,637)

 

84,329

Goodwill

 

119,409

 

 

140,437

 

 

259,846

 

 

259,846

Derivative assets

 

14,718

7

 

3

 

7

 

14,208

 

28,943

 

 

28,943

Accrued interest receivable

 

45,996

3,134

 

133

 

2,388

 

13,242

 

64,893

 

(806)

 

64,087

Other assets

 

59,170

6,101

 

82,910

 

54,238

 

8,911

 

211,330

 

(7)

 

211,323

VIE assets, at fair value

 

 

 

 

 

 

62,187,175

 

62,187,175

Total Assets

$

11,041,742

$

1,760,818

$

2,196,667

$

1,914,222

$

393,225

$

17,306,674

$

60,735,662

$

78,042,336

Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$

30,594

$

6,443

$

48,370

$

73,021

$

53,494

$

211,922

$

84

$

212,006

Related-party payable

 

 

 

5

 

40,920

 

40,925

 

 

40,925

Dividends payable

 

 

 

 

137,427

 

137,427

 

 

137,427

Derivative liabilities

 

7,698

750

 

 

292

 

 

8,740

 

 

8,740

Secured financing agreements, net

 

5,038,876

1,217,066

 

1,698,334

 

574,507

 

391,215

 

8,919,998

 

(13,950)

 

8,906,048

Collateralized loan obligations, net

928,060

 

 

 

 

928,060

 

 

928,060

Unsecured senior notes, net

 

 

 

 

1,928,622

 

1,928,622

 

 

1,928,622

VIE liabilities, at fair value

 

 

 

 

 

 

60,743,494

 

60,743,494

Total Liabilities

 

6,005,228

1,224,259

 

1,746,704

 

647,825

 

2,551,678

 

12,175,694

 

60,729,628

 

72,905,322

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

 

 

 

 

2,874

 

2,874

 

 

2,874

Additional paid-in capital

 

1,522,360

529,668

 

208,650

 

(123,210)

 

2,995,064

 

5,132,532

 

 

5,132,532

Treasury stock

 

 

 

 

(104,194)

 

(104,194)

 

 

(104,194)

Accumulated other comprehensive income (loss)

 

50,996

 

 

(64)

 

 

50,932

 

 

50,932

Retained earnings (accumulated deficit)

 

3,463,158

6,891

 

5,431

 

1,194,998

 

(5,052,197)

 

(381,719)

 

 

(381,719)

Total Starwood Property Trust, Inc. Stockholders’ Equity

 

5,036,514

536,559

 

214,081

 

1,071,724

 

(2,158,453)

 

4,700,425

 

 

4,700,425

Non-controlling interests in consolidated subsidiaries

 

 

235,882

 

194,673

 

 

430,555

 

6,034

 

436,589

Total Equity

 

5,036,514

536,559

 

449,963

 

1,266,397

 

(2,158,453)

 

5,130,980

 

6,034

 

5,137,014

Total Liabilities and Equity

$

11,041,742

$

1,760,818

$

2,196,667

$

1,914,222

$

393,225

$

17,306,674

$

60,735,662

$

78,042,336

v3.20.2
Business and Organization (Details)
9 Months Ended
Sep. 30, 2020
segment
Business and Organization  
Number of reportable business segments 4
Minimum annual REIT taxable income distributable to stockholders (as a percent) 90.00%
v3.20.2
Summary of Significant Accounting Policies (Details)
$ in Millions
9 Months Ended
Sep. 30, 2020
USD ($)
country
Jan. 01, 2020
USD ($)
Assets:    
REO assets as a percent of consolidated VIE assets 1.00%  
Loans as a percent of consolidated VIE assets 99.00%  
Fair Value Measurements    
Permitted reinvestment under static investment in VIEs $ 0.0  
Minimum    
Credit Losses    
Number of countries and territories COVID-19 has spread to | country 200  
ASU 2016-13 | Reclassification Adjustment    
Credit Losses    
Allowance for credit losses   $ 32.3
v3.20.2
Acquisitions and Divestitures (Details) - Disposed of by sale - Investing and Servicing Segment - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Acquisitions and Divestitures      
Proceeds from sale of property $ 51.5 $ 24.1 $ 51.5
Gain on sale of property 20.7 $ 7.4 20.7
Non-Controlling Interests      
Acquisitions and Divestitures      
Gain on sale of property $ 4.0   $ 4.0
v3.20.2
Loans - Held for Investment (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2019
Sep. 30, 2019
Dec. 31, 2018
Investments in loans        
Total gross loans $ 12,041,072 $ 11,503,835    
Face Amount 12,076,990 11,530,915    
Total allowance (109,747) (33,611)    
Carrying Value $ 11,931,325 11,470,224 $ 10,361,772 $ 9,794,254
Period covered in data base 20 years      
Total loans held-for-investment        
Investments in loans        
Total gross loans $ 11,028,399 10,619,489    
Face Amount 11,068,514 10,661,865    
Total allowance (109,747) (33,415)    
Loans held-for-sale        
Investments in loans        
Total gross loans 1,012,673 884,346    
Face Amount 1,008,476 869,050    
Carrying Value 1,012,673 884,150   74,346
Commercial Portfolio Segment        
Investments in loans        
Total gross loans 9,213,772      
Commercial Portfolio Segment | Total loans held-for-investment        
Investments in loans        
Total gross loans 9,213,772 8,550,469    
Face Amount 9,241,161 8,590,776    
Total allowance (95,595) (33,415)    
Carrying Value 9,118,177 8,517,054 7,637,838 7,075,577
Commercial Portfolio Segment | 90 days or greater past due        
Investments in loans        
Total gross loans 173,300      
Commercial Portfolio Segment | Credit deteriorated        
Investments in loans        
Total gross loans 142,330      
Commercial Portfolio Segment | Credit deteriorated | 90 days or greater past due        
Investments in loans        
Total gross loans 113,400      
Infrastructure Portfolio Segment        
Investments in loans        
Total gross loans 1,558,220      
Infrastructure Portfolio Segment | Total loans held-for-investment        
Investments in loans        
Total gross loans 1,558,220 1,397,448    
Face Amount $ 1,578,030 $ 1,416,164    
Weighted Average Life 4 years 3 months 18 days 4 years 10 months 24 days    
Total allowance $ (14,152)      
Carrying Value 1,544,068 $ 1,397,448 1,281,815 1,456,779
Reclassification to held for investment $ 26,300      
Infrastructure Portfolio Segment | Total loans held-for-investment | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 4.20% 5.60%    
Infrastructure Portfolio Segment | Loans held-for-sale        
Investments in loans        
Total gross loans   $ 119,724    
Face Amount   $ 121,271    
Weighted Average Life   2 years 1 month 6 days    
Total allowance   $ (196)    
Reclassification to held-for-sale $ 104,300      
Infrastructure Portfolio Segment | Loans held-for-sale | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent)   3.30%    
Residential Portfolio Segment        
Investments in loans        
Total gross loans 256,407      
Residential Portfolio Segment | Total loans held-for-investment        
Investments in loans        
Carrying Value 256,407 $ 671,572 $ 1,442,119 $ 1,187,552
Residential Portfolio Segment | Loans held-for-sale        
Investments in loans        
Reclassification to held-for-sale 422,700      
Residential Portfolio Segment | 90 days or greater past due        
Investments in loans        
Total gross loans 13,400      
RMBS, fair value option | Loans held-for-sale        
Investments in loans        
Total gross loans   605,384    
Face Amount   $ 587,144    
Weighted Average Life   3 years 10 months 24 days    
RMBS, fair value option | Loans held-for-sale | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent)   6.20%    
RMBS, fair value option | Residential Portfolio Segment | Loans held-for-sale        
Investments in loans        
Total gross loans 747,654      
Face Amount $ 742,106      
Weighted Average Life 3 years 4 months 24 days      
RMBS, fair value option | Residential Portfolio Segment | Loans held-for-sale | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 6.00%      
CMBS, fair value option | Loans held-for-sale        
Investments in loans        
Total gross loans   $ 159,238    
Face Amount   $ 160,635    
Weighted Average Life   10 years    
CMBS, fair value option | Loans held-for-sale | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent)   3.90%    
CMBS, fair value option | Commercial Portfolio Segment | Loans held-for-sale        
Investments in loans        
Total gross loans $ 265,019      
Face Amount $ 266,370      
Weighted Average Life 10 years      
CMBS, fair value option | Commercial Portfolio Segment | Loans held-for-sale | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 4.10%      
First mortgage loan participation | Total loans held-for-investment        
Investments in loans        
Total gross loans $ 8,525,273      
Face Amount $ 8,548,916      
Weighted Average Life 1 year 7 months 6 days      
First mortgage loan participation | Total loans held-for-investment | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 5.30%      
First mortgage loan participation | Loans held-for-sale        
Investments in loans        
Total gross loans   $ 7,928,026    
Face Amount   $ 7,962,788    
Weighted Average Life   2 years    
First mortgage loan participation | Loans held-for-sale | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent)   5.80%    
Subordinated mortgages | Total loans held-for-investment        
Investments in loans        
Total gross loans $ 69,835 $ 75,724    
Face Amount $ 70,979 $ 77,055    
Weighted Average Life 3 years 3 years 4 months 24 days    
Subordinated mortgages | Total loans held-for-investment | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 8.80% 8.80%    
Mezzanine Loans        
Investments in loans        
Carrying Value $ 896,800 $ 967,000,000    
Mezzanine Loans | Total loans held-for-investment        
Investments in loans        
Total gross loans 588,116 484,164    
Face Amount $ 587,223 $ 484,408    
Weighted Average Life 1 year 7 months 6 days 1 year 10 months 24 days    
Mezzanine Loans | Total loans held-for-investment | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 10.30% 11.00%    
Residential loans, fair value option | Total loans held-for-investment        
Investments in loans        
Total gross loans $ 256,407 $ 671,572    
Face Amount $ 249,323 $ 654,925    
Weighted Average Life 3 years 4 months 24 days 3 years 9 months 18 days    
Residential loans, fair value option | Total loans held-for-investment | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 6.20% 6.10%    
Other | Total loans held-for-investment        
Investments in loans        
Total gross loans $ 30,548 $ 62,555    
Face Amount $ 34,043 $ 66,525    
Weighted Average Life 2 years 1 year 7 months 6 days    
Other | Total loans held-for-investment | Weighted-average        
Investments in loans        
Weighted Average Coupon (as a percent) 8.90% 8.20%    
v3.20.2
Loans - Variable Rate Loans Held for Investment (Details)
$ in Thousands
3 Months Ended
Sep. 30, 2020
USD ($)
Variable rate loans held-for-investment  
Total variable rate loans held-for-investment, carrying value $ 10,126,332
Weighted average spread of loans (as a percent) 4.10%
Credit Loss Allowances  
Macroeconomic recovery expected growth period 5 years
Commercial loans  
Variable rate loans held-for-investment  
Total variable rate loans held-for-investment, carrying value $ 8,568,112
Weighted average spread of loans (as a percent) 4.20%
Infrastructure loans  
Variable rate loans held-for-investment  
Total variable rate loans held-for-investment, carrying value $ 1,558,220
Weighted average spread of loans (as a percent) 3.80%
v3.20.2
Loans - Ratings (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Investments in loans    
Loans Amortized Cost Basis $ 12,041,072 $ 11,503,835
Credit Loss Allowance 109,747  
Total loans held-for-investment    
Investments in loans    
Loans Amortized Cost Basis 11,028,399 10,619,489
Total loans held-for-investment | First mortgage loan participation    
Investments in loans    
Loans Amortized Cost Basis 8,525,273  
Total loans held-for-investment | Subordinated mortgages    
Investments in loans    
Loans Amortized Cost Basis 69,835 75,724
Total loans held-for-investment | Mezzanine Loans    
Investments in loans    
Loans Amortized Cost Basis 588,116 484,164
Total loans held-for-investment | Residential loans, fair value option    
Investments in loans    
Loans Amortized Cost Basis 256,407 671,572
Total loans held-for-investment | Other    
Investments in loans    
Loans Amortized Cost Basis 30,548 62,555
Loans held-for-sale    
Investments in loans    
Loans Amortized Cost Basis 1,012,673 884,346
Loans held-for-sale | First mortgage loan participation    
Investments in loans    
Loans Amortized Cost Basis   7,928,026
Commercial Portfolio Segment    
Investments in loans    
2020 1,140,335  
2019 3,135,969  
2018 2,902,758  
2017 1,216,472  
2016 207,648  
Prior 610,590  
Loans Amortized Cost Basis 9,213,772  
Credit Loss Allowance 95,595  
Commercial Portfolio Segment | 90 days or greater past due    
Investments in loans    
Loans Amortized Cost Basis 173,300  
Commercial Portfolio Segment | LTV Less than 60%    
Investments in loans    
2020 618,232  
2019 1,084,103  
2018 977,021  
2017 1,031,872  
2016 154,198  
Prior 215,747  
Loans Amortized Cost Basis 4,081,173  
Credit Loss Allowance 11,751  
Commercial Portfolio Segment | LTV 60% - 70%    
Investments in loans    
2020 138,058  
2019 1,469,532  
2018 1,653,299  
2017 35,931  
2016 53,450  
Prior 191,211  
Loans Amortized Cost Basis 3,541,481  
Credit Loss Allowance 35,691  
Commercial Portfolio Segment | LTV > 70%    
Investments in loans    
2020 384,045  
2019 582,334  
2018 243,452  
2017 140,914  
Prior 75,250  
Loans Amortized Cost Basis 1,425,995  
Credit Loss Allowance 18,300  
Commercial Portfolio Segment | Credit deteriorated    
Investments in loans    
2018 28,986  
2017 7,755  
Prior 105,589  
Loans Amortized Cost Basis 142,330  
Credit Loss Allowance 29,853  
Commercial Portfolio Segment | Credit deteriorated | 90 days or greater past due    
Investments in loans    
Loans Amortized Cost Basis 113,400  
Commercial Portfolio Segment | Defeased and other    
Investments in loans    
Prior 22,793  
Loans Amortized Cost Basis 22,793  
Commercial Portfolio Segment | Total loans held-for-investment    
Investments in loans    
Loans Amortized Cost Basis 9,213,772 8,550,469
Infrastructure Portfolio Segment    
Investments in loans    
2019 480,794  
2018 403,731  
2017 148,159  
2016 188,331  
Prior 312,176  
Revolving Loans Amortized Cost Total 25,029  
Loans Amortized Cost Basis 1,558,220  
Credit Loss Allowance 14,152  
Infrastructure Portfolio Segment | Power    
Investments in loans    
2019 246,675  
2018 300,909  
2017 148,159  
2016 188,331  
Prior 312,176  
Revolving Loans Amortized Cost Total 23,413  
Loans Amortized Cost Basis 1,219,663  
Credit Loss Allowance 7,692  
Infrastructure Portfolio Segment | Oil and gas    
Investments in loans    
2019 234,119  
2018 102,822  
Revolving Loans Amortized Cost Total 1,616  
Loans Amortized Cost Basis 338,557  
Credit Loss Allowance 6,460  
Infrastructure Portfolio Segment | Total loans held-for-investment    
Investments in loans    
Loans Amortized Cost Basis 1,558,220 1,397,448
Infrastructure Portfolio Segment | Loans held-for-sale    
Investments in loans    
Loans Amortized Cost Basis   $ 119,724
Residential Portfolio Segment    
Investments in loans    
Loans Amortized Cost Basis 256,407  
Residential Portfolio Segment | 90 days or greater past due    
Investments in loans    
Loans Amortized Cost Basis $ 13,400  
v3.20.2
Loans - Activity in Portfolio (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Activity in allowance for loan losses        
Credit loss allowance at the beginning of the period     $ 33,611  
Credit loss allowance at the end of the period $ 109,747   109,747  
Activity in loan portfolio        
Balance at the beginning of the period     11,470,224 $ 9,794,254
Acquisitions/origination/additional funding     4,168,949 5,607,829
Capitalized Interest     105,377 79,869
Basis of loans sold     (2,433,412) (2,713,237)
Loan maturities/principal repayments     (1,396,124) (2,429,078)
Discount accretion/premium amortization     30,468 24,193
Changes in fair value 61,384 $ 32,521 79,700 65,678
Unrealized foreign currency translation (loss) gain     (16,608) (37,191)
Credit loss provision, net     (56,809) (3,242)
Loan foreclosure       (27,303)
Balance at the end of the period 11,931,325 10,361,772 11,931,325 10,361,772
ASU 2016-13        
Activity in loan portfolio        
Loan maturities/principal repayments     (20,440)  
Total loans held-for-investment        
Activity in allowance for loan losses        
Credit loss allowance at the beginning of the period     33,415  
Credit loss allowance at the end of the period 109,747   109,747  
Loans held-for-sale        
Activity in loan portfolio        
Balance at the beginning of the period     884,150 74,346
Acquisitions/origination/additional funding     1,800,018  
Basis of loans sold     (2,035,770)  
Loan maturities/principal repayments     (75,632) (74,692)
Discount accretion/premium amortization     110 346
Changes in fair value     96,265  
Unrealized foreign currency translation (loss) gain     (1,291)  
Credit loss provision, net     125  
Transfer to/from other asset classifications     344,698  
Balance at the end of the period 1,012,673   1,012,673  
Funded committments        
Activity in allowance for loan losses        
Credit loss allowance at the beginning of the period     33,611  
Credit loss provision (reversal), net     56,809  
Charge-offs     (1,113)  
Credit loss allowance at the end of the period 109,747   109,747  
Funded committments | ASU 2016-13        
Activity in allowance for loan losses        
Provision for impaired loans     20,440  
Unfunded commitments | ASU 2016-13        
Activity in allowance for loan losses        
Provision for impaired loans     10,553  
Credit loss provision (reversal), net     (3,820)  
Credit loss allowance at the end of the period 6,733   6,733  
Unfunded commitments (1,726,244)   (1,726,244)  
Commercial Portfolio Segment | Total loans held-for-investment        
Activity in allowance for loan losses        
Credit loss allowance at the beginning of the period     33,415  
Credit loss allowance at the end of the period 95,595   95,595  
Activity in loan portfolio        
Balance at the beginning of the period     8,517,054 7,075,577
Acquisitions/origination/additional funding     2,090,964 2,489,120
Capitalized Interest     105,329 79,869
Basis of loans sold     (397,038) (548,329)
Loan maturities/principal repayments     (1,148,317) (1,695,388)
Discount accretion/premium amortization     28,686 22,674
Changes in fair value       1,496
Unrealized foreign currency translation (loss) gain     (15,279) (37,473)
Credit loss provision, net     (53,110) (2,046)
Loan foreclosure       (27,303)
Transfer to/from other asset classifications       279,641
Balance at the end of the period 9,118,177 7,637,838 9,118,177 7,637,838
Commercial Portfolio Segment | Total loans held-for-investment | ASU 2016-13        
Activity in loan portfolio        
Loan maturities/principal repayments     (10,112)  
Commercial Portfolio Segment | Funded committments        
Activity in allowance for loan losses        
Credit loss allowance at the beginning of the period     33,415  
Credit loss provision (reversal), net     53,110  
Charge-offs     (1,042)  
Credit loss allowance at the end of the period 95,595   95,595  
Commercial Portfolio Segment | Funded committments | ASU 2016-13        
Activity in allowance for loan losses        
Provision for impaired loans     10,112  
Commercial Portfolio Segment | Unfunded commitments | ASU 2016-13        
Activity in allowance for loan losses        
Provision for impaired loans     8,348  
Credit loss provision (reversal), net     (3,156)  
Credit loss allowance at the end of the period 5,192   5,192  
Unfunded commitments (1,630,823)   (1,630,823)  
Infrastructure Portfolio Segment | Total loans held-for-investment        
Activity in allowance for loan losses        
Credit loss allowance at the end of the period 14,152   14,152  
Activity in loan portfolio        
Balance at the beginning of the period     1,397,448 1,456,779
Acquisitions/origination/additional funding     177,247 387,599
Capitalized Interest     48  
Loan maturities/principal repayments     (96,150) (563,736)
Discount accretion/premium amortization     1,672 1,173
Unrealized foreign currency translation (loss) gain     (38)  
Credit loss provision, net     (3,824)  
Transfer to/from other asset classifications     77,993  
Balance at the end of the period 1,544,068 1,281,815 1,544,068 1,281,815
Infrastructure Portfolio Segment | Total loans held-for-investment | ASU 2016-13        
Activity in loan portfolio        
Loan maturities/principal repayments     (10,328)  
Infrastructure Portfolio Segment | Loans held-for-sale        
Activity in allowance for loan losses        
Credit loss allowance at the beginning of the period     196  
Infrastructure Portfolio Segment | Funded committments        
Activity in allowance for loan losses        
Credit loss provision (reversal), net     3,824  
Credit loss allowance at the end of the period 14,152   14,152  
Infrastructure Portfolio Segment | Funded committments | ASU 2016-13        
Activity in allowance for loan losses        
Provision for impaired loans     10,328  
Infrastructure Portfolio Segment | Unfunded commitments | ASU 2016-13        
Activity in allowance for loan losses        
Provision for impaired loans     2,205  
Credit loss provision (reversal), net     (664)  
Credit loss allowance at the end of the period 1,541   1,541  
Unfunded commitments (95,421)   (95,421)  
Loans Held For Sale Infrastructure | Funded committments        
Activity in allowance for loan losses        
Credit loss allowance at the beginning of the period     196  
Credit loss provision (reversal), net     (125)  
Charge-offs     (71)  
Residential Portfolio Segment | Total loans held-for-investment        
Activity in loan portfolio        
Balance at the beginning of the period     671,572 1,187,552
Acquisitions/origination/additional funding     100,720 2,731,110
Basis of loans sold     (604) (2,164,908)
Loan maturities/principal repayments     (76,025) (95,262)
Changes in fair value     (16,565) 64,182
Unrealized foreign currency translation (loss) gain       282
Credit loss provision, net       (1,196)
Transfer to/from other asset classifications     (422,691) (279,641)
Balance at the end of the period $ 256,407 $ 1,442,119 $ 256,407 $ 1,442,119
v3.20.2
Investment Securities (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Investment Securities          
Investment securities $ 745,113   $ 745,113   $ 810,238
Credit Loss Allowance 6,425   6,425    
Purchases 6,288 $ 5,165 22,408 $ 5,165  
Sales     7,940 3,978  
Principal collections 17,478 45,857 67,957 118,892  
VIE eliminations          
Investment Securities          
Purchases (43,083) (57,894) (265,469) (136,379)  
Sales   (49,725) (24,376) (149,949)  
Principal collections (20,185) (17,196) (57,174) (38,607)  
Before consolidation of securitization VIEs          
Investment Securities          
Investment securities $ 2,289,497   $ 2,289,497   $ 2,215,275
Available-for-sale | One-month LIBOR          
Investment Securities          
Effective variable rate basis (as a percent) 0.1483%   0.1483%   1.763%
Fair value option          
Investment Securities          
Fair Value $ 1,600   $ 1,600    
Fair value option | VIE eliminations          
Investment Securities          
Investment securities (1,544,384)   (1,544,384)   $ (1,405,037)
Held-to-maturity          
Investment Securities          
Credit Loss Allowance 6,425   6,425   0
Purchases 6,288   22,408    
Principal collections 11,203 35,069 48,554 89,737  
Held-to-maturity | Before consolidation of securitization VIEs          
Investment Securities          
Investment securities 541,296   541,296   570,638
RMBS          
Investment Securities          
Portion of securities with variable rate 144,500   144,500    
RMBS | Available-for-sale          
Investment Securities          
Principal collections 6,063 7,445 18,626 20,222  
Purchase Amortized Cost 127,921   127,921   138,580
Recorded Amortized Cost 127,921   127,921   138,580
Gross Unrealized Gains 42,523   42,523   51,310
Gross Unrealized Losses (174)   (174)   (314)
Net Fair Value Adjustment 42,349   42,349   50,996
Fair Value $ 170,270   $ 170,270   189,576
Portion of securities with variable rate         $ 160,900
Portion of securities with variable rate (as a percent) 84.90%   84.90%   84.90%
Cost of third party management $ 300   $ 1,000 1,100  
RMBS | Available-for-sale | LIBOR          
Investment Securities          
Variable rate, weighted average spread (as a percent)     1.26%   1.24%
RMBS | Available-for-sale | B-          
Investment Securities          
Weighted Average Coupon (as a percent) 1.50%   1.50%   3.10%
WAL (Years)     5 years 8 months 12 days   5 years 7 months 6 days
RMBS | Available-for-sale | Before consolidation of securitization VIEs          
Investment Securities          
Investment securities $ 170,270   $ 170,270   $ 189,576
RMBS | Fair value option          
Investment Securities          
Purchases 43,083 52,845 257,808 79,117  
Sales       41,501  
Principal collections 12,132 4,680 32,236 9,772  
Portion of securities with variable rate 0   0    
RMBS | Fair value option | Before consolidation of securitization VIEs          
Investment Securities          
Investment securities 373,682   373,682   147,034
CMBS | Fair value option          
Investment Securities          
Purchases   10,214 7,661 62,427  
Sales   49,725 32,316 112,426  
Principal collections 8,265 $ 15,859 25,715 $ 37,768  
Portion of securities with variable rate 96,900   96,900    
CMBS | Fair value option | Non-Controlling Interests          
Investment Securities          
Investment securities 178,600   178,600   186,600
CMBS | Fair value option | Before consolidation of securitization VIEs          
Investment Securities          
Investment securities 1,194,191   1,194,191   1,295,363
Equity security | Fair value option | Before consolidation of securitization VIEs          
Investment Securities          
Investment securities 10,058   10,058   $ 12,664
Infrastructure bonds          
Investment Securities          
Credit Loss Allowance $ 2,972   $ 2,972    
v3.20.2
Investment Securities - AFS and Fair Value Option (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
security
Dec. 31, 2019
USD ($)
security
Unrealized Losses    
Number of securities with unrealized losses | security 2 1
RMBS    
Estimated Fair Value    
Securities with a loss less than 12 months $ 412  
Securities with a loss greater than 12 months 1,194 $ 1,380
Unrealized Losses    
Securities with a loss less than 12 months (45)  
Securities with a loss greater than 12 months (129) (314)
Portion of securities with variable rate 144,500  
RMBS | Available-for-sale    
Unrealized Losses    
Portion of securities with variable rate   $ 160,900
RMBS | Fair value option    
Unrealized Losses    
Fair value of investment securities before consolidation of VIEs 373,700  
Unpaid principal balance of investment securities before consolidation of VIEs 275,800  
Portion of securities with variable rate 0  
CMBS | Fair value option    
Unrealized Losses    
Fair value of investment securities before consolidation of VIEs 1,200,000  
Unpaid principal balance of investment securities before consolidation of VIEs 2,700,000  
Portion of securities with variable rate 96,900  
VIE eliminations    
Unrealized Losses    
Fair value of investment securities before consolidation of VIEs eliminated against VIE liabilities $ 23,500  
v3.20.2
Investment Securities - HTM (Details) - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2020
Sep. 30, 2020
Jan. 01, 2020
Dec. 31, 2019
HTM Securities        
Amortized Cost Basis   $ 547,721   $ 570,638
Credit Loss Allowance $ (6,425) (6,425)    
Net Carrying Amount   541,296   570,638
Gross Unrealized Holdings Gains   352   2,094
Gross Unrealized Holdings Losses   (28,840)   (4,005)
Fair Value   512,808   568,727
Activity in credit loss allowance for HTM debt securities        
Credit loss provision, net 2,295      
Credit loss allowance at ending 6,425      
HTM preferred equity interests        
Less than one year   270,716    
One to three years   211,900    
Three to five years   21,499    
Thereafter   37,181    
Total   541,296   570,638
CMBS        
HTM Securities        
Amortized Cost Basis   338,984   383,473
Net Carrying Amount   338,984   383,473
Gross Unrealized Holdings Gains       946
Gross Unrealized Holdings Losses   (23,277)   (3,001)
Fair Value   315,707   381,418
HTM preferred equity interests        
Less than one year   268,084    
One to three years   70,900    
Total   338,984   383,473
Preferred interests        
HTM Securities        
Amortized Cost Basis   165,952   142,012
Credit Loss Allowance (3,453) (3,453)    
Net Carrying Amount   162,499   142,012
Gross Unrealized Holdings Gains       1,148
Gross Unrealized Holdings Losses   (5,550)   (353)
Fair Value   156,949   142,807
Activity in credit loss allowance for HTM debt securities        
Credit loss provision, net 2,339      
Credit loss allowance at ending 3,453      
HTM preferred equity interests        
One to three years   141,000    
Three to five years   21,499    
Total   162,499   142,012
Infrastructure bonds        
HTM Securities        
Amortized Cost Basis   42,785   45,153
Credit Loss Allowance (2,972) (2,972)    
Net Carrying Amount   39,813   45,153
Gross Unrealized Holdings Gains   352    
Gross Unrealized Holdings Losses   (13)   (651)
Fair Value   40,152   44,502
Activity in credit loss allowance for HTM debt securities        
Credit loss provision, net (44)      
Credit loss allowance at ending $ 2,972      
HTM preferred equity interests        
Less than one year   2,632    
Thereafter   37,181    
Total   $ 39,813   $ 45,153
ASU 2016-13        
Activity in credit loss allowance for HTM debt securities        
Accumulated deficit charge     $ 1,293  
Gross-up of PCD bond amortized cost basis     2,837  
ASU 2016-13 | Preferred interests        
Activity in credit loss allowance for HTM debt securities        
Accumulated deficit charge     1,114  
ASU 2016-13 | Infrastructure bonds        
Activity in credit loss allowance for HTM debt securities        
Accumulated deficit charge     179  
Gross-up of PCD bond amortized cost basis     $ 2,837  
v3.20.2
Investment Securities - SEREF (Details) - USD ($)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2020
Dec. 31, 2012
Dec. 31, 2019
Residential Real Estate      
Fair value of the investment $ 45,862   $ 26,746
SEREF      
Residential Real Estate      
Number of shares acquired   9,140,000  
Fair value of the investment $ 10,100   $ 12,700
Ownership percentage 2.00%    
v3.20.2
Properties (Details)
$ in Thousands, ft² in Millions
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 24 Months Ended
Dec. 31, 2017
item
Sep. 30, 2017
ft²
property
Sep. 30, 2019
USD ($)
item
Sep. 30, 2020
USD ($)
item
property
Sep. 30, 2019
USD ($)
item
Dec. 31, 2018
item
Dec. 31, 2016
ft²
item
Dec. 31, 2015
item
Dec. 31, 2018
item
Dec. 31, 2016
ft²
item
Dec. 31, 2019
USD ($)
Summary of properties                      
Properties, cost       $ 2,489,438             $ 2,490,630
Less: accumulated depreciation       (281,616)             (224,190)
Properties, net       2,207,822             2,266,440
Property Segment                      
Summary of properties                      
Land and land improvements       484,722             484,397
Buildings and building improvements       1,689,004             1,687,756
Furniture & fixtures       $ 57,894             52,567
Property Segment | Minimum                      
Summary of properties                      
Land and land improvements, useful life       0 years              
Building and building improvements, useful life       5 years              
Furniture & fixtures, useful life       3 years              
Property Segment | Maximum                      
Summary of properties                      
Land and land improvements, useful life       15 years              
Building and building improvements, useful life       45 years              
Furniture & fixtures, useful life       7 years              
Investing and Servicing Segment                      
Summary of properties                      
Land and land improvements       $ 50,789             54,052
Buildings and building improvements       175,676             182,048
Furniture & fixtures       $ 2,513             2,139
Investing and Servicing Segment | Minimum                      
Summary of properties                      
Land and land improvements, useful life       0 years              
Building and building improvements, useful life       3 years              
Furniture & fixtures, useful life       2 years              
Investing and Servicing Segment | Maximum                      
Summary of properties                      
Land and land improvements, useful life       15 years              
Building and building improvements, useful life       40 years              
Furniture & fixtures, useful life       5 years              
Investing and Servicing Segment | Disposed of by sale                      
Properties                      
Gain on sale of property     $ 20,700 $ 7,400 $ 20,700            
Investing and Servicing Segment | Disposed of by sale | Non-Controlling Interests                      
Properties                      
Gain on sale of property     $ 4,000   $ 4,000            
Commercial and Residential Lending Segment                      
Summary of properties                      
Land and land improvements       11,416             11,386
Buildings       $ 17,424             $ 16,285
Commercial and Residential Lending Segment | Minimum                      
Summary of properties                      
Land and land improvements, useful life       0 years              
Building and building improvements, useful life       10 years              
Commercial and Residential Lending Segment | Maximum                      
Summary of properties                      
Land and land improvements, useful life       10 years              
Building and building improvements, useful life       23 years              
Woodstar Portfolio                      
Properties                      
Number of properties in portfolio investment | item       32           32  
Total gross properties and lease intangibles       $ 634,000              
Debt       $ 572,200              
Number of units acquired | item       8,948              
Number of acquired properties closed | item             14 18      
Woodstar II Portfolio                      
Properties                      
Number of properties in portfolio investment | item       27              
Total gross properties and lease intangibles       $ 607,700              
Debt       $ 437,000              
Number of units in portfolio investment | item       6,109              
Number of acquired properties closed | item 8         19     27    
Medical Office Portfolio                      
Properties                      
Area of property | ft²             1.9     1.9  
Total gross properties and lease intangibles       $ 760,100              
Debt       591,900              
Number of acquired properties closed | item             34        
Master Lease Portfolio                      
Properties                      
Total gross properties and lease intangibles       343,800              
Debt       192,600              
Number of retail properties acquired | property   16                  
Number of square feet of properties | ft²   1.9                  
Term of master lease agreements   24 years 7 months 6 days                  
REIS Equity Portfolio                      
Properties                      
Total gross properties and lease intangibles       266,500              
Debt       $ 169,200              
Number of retail properties acquired | property       15              
Number of equity interests in unconsolidated commercial real estate properties | property       1              
Number of properties sold | item     1 1 1            
Proceeds from sale of operating properties     $ 51,500 $ 24,100 $ 51,500            
Gain on sale of property     20,700 $ 7,400 20,700            
REIS Equity Portfolio | Non-Controlling Interests                      
Properties                      
Gain on sale of property     $ 4,000   $ 4,000            
Utah, Florida, Texas and Minnesota | Master Lease Portfolio | Minimum                      
Properties                      
Concentration risk (as a percent)   50.00%                  
v3.20.2
Investment in Unconsolidated Entities (Details)
$ in Thousands
1 Months Ended 9 Months Ended 12 Months Ended
Apr. 30, 2020
USD ($)
Sep. 30, 2020
USD ($)
item
Sep. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Investment in Unconsolidated Entities        
Equity method, Carrying value   $ 58,522   $ 57,583
Gain on sale of equity method investments $ 10,300 $ 17,600    
Number of publicly traded investments | item   0    
Fair value of the investment   $ 45,862   26,746
Investment in unconsolidated entities   104,384   84,329
Capital distribution   2,485 $ 12,455  
Cash proceeds $ 10,300      
Equity method investment, ownership percentage sold 37.00%      
Carrying value over (under) equity in net assets   $ 0    
Retail Fund        
Investment in Unconsolidated Entities        
Equity method, Participation / Ownership %   33.00%    
Number of regional shopping malls | item   4    
Investor entity which owns equity in two real estate services providers        
Investment in Unconsolidated Entities        
Equity method, Participation / Ownership %   50.00%    
Equity method, Carrying value   $ 9,382   9,473
Equity interest in a natural gas power plant        
Investment in Unconsolidated Entities        
Equity method, Participation / Ownership %   10.00%    
Equity method, Carrying value   $ 24,664   25,862
Equity interests in commercial real estate        
Investment in Unconsolidated Entities        
Equity method, Participation / Ownership %   50.00%    
Equity method, Carrying value   $ 1,742   1,907
Equity interest in a residential mortgage originator        
Investment in Unconsolidated Entities        
Equity method, Carrying value   14,139   12,002
Carrying value over (under) equity in net assets   1,600    
Equity interest in a residential mortgage originator | Subordinated Loans        
Investment in Unconsolidated Entities        
Equity method, Carrying value   4,500   4,500
Various - Equity method        
Investment in Unconsolidated Entities        
Equity method, Carrying value   $ 8,595   $ 8,339
Various - Equity method | Minimum        
Investment in Unconsolidated Entities        
Equity method, Participation / Ownership %   25.00%   25.00%
Various - Equity method | Maximum        
Investment in Unconsolidated Entities        
Equity method, Participation / Ownership %   50.00%   50.00%
Equity interest in a servicing and advisory business        
Investment in Unconsolidated Entities        
Equity method, Participation / Ownership % 2.00% 2.00%   4.00%
Equity method, Carrying value       $ 0
Fair value of the investment   $ 17,584    
Capital distribution       8,400
Investment funds which own equity in a loan servicer and other real estate assets        
Investment in Unconsolidated Entities        
Fair value of the investment   $ 7,659   $ 9,225
Investment funds which own equity in a loan servicer and other real estate assets | Minimum        
Investment in Unconsolidated Entities        
Cost method, Ownership %   4.00%   4.00%
Investment funds which own equity in a loan servicer and other real estate assets | Maximum        
Investment in Unconsolidated Entities        
Cost method, Ownership %   6.00%   6.00%
Various        
Investment in Unconsolidated Entities        
Fair value of the investment   $ 20,619   $ 17,521
Various | Minimum        
Investment in Unconsolidated Entities        
Cost method, Ownership %   0.00%   0.00%
Various | Maximum        
Investment in Unconsolidated Entities        
Cost method, Ownership %   2.00%   2.00%
v3.20.2
Goodwill and Intangibles (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Intangible Assets    
Goodwill $ 259,846 $ 259,846
Summary of Intangible Assets    
Gross Carrying Value 172,021 176,428
Accumulated Amortization (97,882) (90,728)
Net Carrying Value 74,139 85,700
In-place lease    
Summary of Intangible Assets    
Gross Carrying Value 133,244 135,293
Accumulated Amortization (90,318) (84,383)
Net Carrying Value 42,926 50,910
Favorable lease    
Summary of Intangible Assets    
Gross Carrying Value 24,188 24,218
Accumulated Amortization (7,564) (6,345)
Net Carrying Value 16,624 17,873
Domestic Servicing Rights    
Summary of Intangible Assets    
Gross Carrying Value 14,589 16,917
Net Carrying Value 14,589 16,917
Domestic Servicing Rights | Before consolidation of securitization VIEs    
Intangible Assets    
Servicing rights intangibles 52,800 43,200
Domestic Servicing Rights | VIE eliminations    
Intangible Assets    
Servicing rights intangibles 38,200 26,200
Infrastructure Lending Segment    
Intangible Assets    
Goodwill 119,400 119,400
Investing and Servicing Segment    
Intangible Assets    
Goodwill $ 140,400 $ 140,400
v3.20.2
Goodwill and Intangibles - Activity (Details)
$ in Thousands
9 Months Ended
Sep. 30, 2020
USD ($)
Summary of activity within intangible assets  
Balance as of beginning of period $ 85,700
Amortization (9,063)
Sales (170)
Changes in fair value due to changes in inputs and assumptions (2,328)
Balance as of end of period 74,139
Future rental payments due to us from tenants under existing non-cancellable operating leases  
2020 (remainder of) 2,636
2021 9,644
2022 7,862
2023 6,115
2024 4,722
Thereafter 28,571
Total 59,550
In-place lease  
Summary of activity within intangible assets  
Balance as of beginning of period 50,910
Amortization (7,814)
Sales (170)
Balance as of end of period 42,926
Favorable lease  
Summary of activity within intangible assets  
Balance as of beginning of period 17,873
Amortization (1,249)
Balance as of end of period 16,624
Domestic Servicing Rights  
Summary of activity within intangible assets  
Balance as of beginning of period 16,917
Changes in fair value due to changes in inputs and assumptions (2,328)
Balance as of end of period $ 14,589
v3.20.2
Secured Borrowings (Details)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2020
USD ($)
Mar. 31, 2020
USD ($)
Option
Feb. 29, 2020
USD ($)
Jan. 31, 2020
Sep. 30, 2020
USD ($)
facility
Jun. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Aug. 31, 2019
USD ($)
Secured Borrowings                      
Carrying Value $ 9,615,892       $ 9,615,892     $ 9,615,892   $ 8,906,048  
Loss on extinguishment of debt             $ (4,624) (2,377) $ (10,738)    
Payment of debt               4,221,999 $ 5,549,756    
Revolving credit facility                      
Secured Borrowings                      
Maximum borrowing capacity 120,000       $ 120,000     $ 120,000      
Revolving credit facility | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               3.00%      
Maturity Extended Credit Facility                      
Secured Borrowings                      
Number of facility maturities extended | facility         7            
Maximum borrowing capacity 5,100,000       $ 5,100,000     $ 5,100,000      
Maturity period         1 year            
Extension term         2 years            
Commercial Lending Facility                      
Secured Borrowings                      
Maximum borrowing capacity 4,600,000       $ 4,600,000     4,600,000      
Infrastructure Lending Facility                      
Secured Borrowings                      
Maximum borrowing capacity 500,000,000       $ 500,000,000     500,000,000      
Woodstar I Portfolio                      
Secured Borrowings                      
Pricing margin (as a percent)         2.71%            
Maximum Facility Size           $ 217,100          
Loss on extinguishment of debt           $ 2,200          
Maturity period           10 years          
Payment of debt           $ 117,000          
Revolving Credit Agreement                      
Secured Borrowings                      
Maximum Facility Size 300,000       $ 300,000     300,000      
Maximum facility size subject to certain conditions $ 650,000       $ 650,000     $ 650,000      
Residential Financing Facility                      
Secured Borrowings                      
Interest rate (as a percent) 3.50%       3.50%     3.50%      
Maximum borrowing capacity $ 250,000       $ 250,000     $ 250,000      
Maturity period 2 years                    
Extension term 3 years                    
Residential Financing Facility | One-month LIBOR                      
Secured Borrowings                      
Basis spread on variable rate (as a percent) 2.75%       2.75%     2.75%      
Infrastructure Acquisition Facility                      
Secured Borrowings                      
Pricing margin (as a percent)               2.00%      
Property Mortgages - Fixed rate                      
Secured Borrowings                      
Maturity period               7 years      
Collateralized Loan Obligation                      
Secured Borrowings                      
Principal Amount                     $ 86,600
Debt Instrument Carrying Amount                     86,600
Principal amount of notes                     1,100,000
Principal amount of notes purchased by third-party investors                     936,400
Liquidation preference                     $ 77,000
Additional Contribution to CLO               $ 88,100      
Term loan facility                      
Secured Borrowings                      
Maximum borrowing capacity $ 396,000       $ 396,000     $ 396,000      
Term loan facility | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               2.50%      
Commercial Loans                      
Secured Borrowings                      
Maximum Facility Size 8,700,000       8,700,000     $ 8,700,000      
Carrying Value $ 1,300       $ 1,300     $ 1,300      
Maximum borrowing capacity           950,000          
Commercial Loans | LIBOR | Weighted-average                      
Secured Borrowings                      
Interest rate (as a percent) 2.02%       2.02%     2.02%      
Residential Loans                      
Secured Borrowings                      
Maximum borrowing capacity           $ 400,000          
CMBS/RMBS                      
Secured Borrowings                      
Interest rate (as a percent) 3.50%       3.50%     3.50%      
Carrying Value $ 184,200       $ 184,200     $ 184,200      
Amount outstanding on a repurchase facility not subject to margin calls 184,200       184,200     184,200      
Amount outstanding on repurchase facility $ 41,300       $ 41,300     $ 41,300      
Pro rata share owned by a non-controlling partner in a consolidated joint venture 49.00%       49.00%     49.00%      
CMBS/RMBS | LIBOR | Weighted-average                      
Secured Borrowings                      
Interest rate (as a percent) 1.57%       1.57%     1.57%      
CMBS/RMBS | Certain Facilities                      
Secured Borrowings                      
Carrying Value $ 285,900       $ 285,900     $ 285,900      
Rolling maturity period               11 months      
Maturity period               12 months      
Primary beneficiary                      
Secured Borrowings                      
Equity Method Investment, Ownership Percentage       51.00%              
Secured Borrowings                      
Secured Borrowings                      
Pledged Asset Carrying Value 12,855,019       12,855,019     $ 12,855,019      
Maximum Facility Size 17,797,273       17,797,273     17,797,273      
Principal Amount 9,702,162       9,702,162     9,702,162   9,000,125  
Unamortized net discount (9,908)       (9,908)     (9,908)   (8,347)  
Unamortized deferred financing costs (76,362)       (76,362)     (76,362)   (85,730)  
Carrying Value 9,615,892       9,615,892     9,615,892   8,906,048  
Debt Instrument Carrying Amount 9,702,162       9,702,162     9,702,162   9,000,125  
Increase in available borrowings   $ 250,000                  
Secured Borrowings | Revolving credit facility                      
Secured Borrowings                      
Equity interests in certain subsidiaries used to secure facilities               3,700,000      
Secured Borrowings | Other Secured Financing                      
Secured Borrowings                      
Pledged Asset Carrying Value 4,602,579       4,602,579     4,602,579      
Maximum Facility Size 7,049,191       7,049,191     7,049,191      
Principal Amount 4,153,390       4,153,390     4,153,390   4,390,668  
Debt Instrument Carrying Amount 4,153,390       4,153,390     4,153,390   4,390,668  
Secured Borrowings | Revolving Credit Agreement                      
Secured Borrowings                      
Pledged Asset Carrying Value 50,194       50,194     50,194      
Maximum Facility Size 650,000       650,000     650,000      
Principal Amount 37,594       37,594     37,594   198,955  
Debt Instrument Carrying Amount 37,594       37,594     $ 37,594   198,955  
Secured Borrowings | Revolving Credit Agreement | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               2.25%      
Secured Borrowings | Commercial Financing Facility                      
Secured Borrowings                      
Pledged Asset Carrying Value 95,077       95,077     $ 95,077      
Maximum Facility Size 76,721       76,721     76,721      
Principal Amount 76,721       76,721     76,721      
Maturity period   2 years                  
Debt Instrument Carrying Amount $ 76,721       $ 76,721     $ 76,721      
Number of extension options | Option   3                  
Extended term / option   1 year                  
Secured Borrowings | Commercial Financing Facility | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               1.75%      
Secured Borrowings | Commercial Financing Facility | GBP LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)   1.75%                  
Secured Borrowings | Residential Financing Facility                      
Secured Borrowings                      
Interest rate (as a percent) 3.50%       3.50%     3.50%      
Maximum Facility Size $ 250,000       $ 250,000     $ 250,000      
Secured Borrowings | Infrastructure Acquisition Facility                      
Secured Borrowings                      
Pledged Asset Carrying Value 710,572       710,572     710,572      
Maximum Facility Size 701,370       701,370     701,370      
Principal Amount 572,382       572,382     572,382   603,642  
Debt Instrument Carrying Amount 572,382       572,382     572,382   603,642  
Secured Borrowings | Infrastructure Financing Facilities                      
Secured Borrowings                      
Pledged Asset Carrying Value 583,319       583,319     583,319      
Maximum Facility Size 1,250,000       1,250,000     1,250,000      
Principal Amount 464,487       464,487     464,487   428,206  
Maximum borrowing capacity   $ 750,000                  
Debt Instrument Carrying Amount $ 464,487       $ 464,487     $ 464,487   428,206  
Secured Borrowings | Infrastructure Financing Facilities | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               2.11%      
Secured Borrowings | Property Mortgages - Fixed rate                      
Secured Borrowings                      
Interest rate (as a percent) 4.00%       4.00%     4.00%      
Pledged Asset Carrying Value $ 1,288,513       $ 1,288,513     $ 1,288,513      
Maximum Facility Size 1,077,800       1,077,800     1,077,800      
Principal Amount 1,077,800       1,077,800     1,077,800   1,196,492  
Debt Instrument Carrying Amount 1,077,800       1,077,800     1,077,800   1,196,492  
Secured Borrowings | Property Mortgages - Variable rate                      
Secured Borrowings                      
Pledged Asset Carrying Value 926,495       926,495     926,495      
Maximum Facility Size 927,300       927,300     927,300      
Principal Amount 908,906       908,906     908,906   696,503  
Debt Instrument Carrying Amount 908,906       908,906     $ 908,906   696,503  
Secured Borrowings | Property Mortgages - Variable rate | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               2.63%      
Secured Borrowings | Term Loan and Revolver                      
Secured Borrowings                      
Maximum Facility Size 516,000       516,000     $ 516,000      
Principal Amount 396,000       396,000     396,000   399,000  
Debt Instrument Carrying Amount $ 396,000       $ 396,000     $ 396,000   399,000  
Secured Borrowings | FHLB                      
Secured Borrowings                      
Interest rate (as a percent) 1.99%       1.99%     1.99%      
Pledged Asset Carrying Value $ 948,409       $ 948,409     $ 948,409      
Maximum Facility Size 1,600,000       1,600,000     1,600,000      
Principal Amount 619,500       619,500     619,500   867,870  
Debt Instrument Carrying Amount 619,500       619,500     619,500   867,870  
Secured Borrowings | Collateralized Loan Obligation                      
Secured Borrowings                      
Maximum borrowing capacity   $ 2,000,000                  
Additional extension term   4 years                  
Secured Borrowings | First Mortgage And Mezzanine                      
Secured Borrowings                      
Principal Amount 600,000       600,000     600,000      
Debt Instrument Carrying Amount $ 600,000       $ 600,000     $ 600,000      
Secured Borrowings | First Mortgage And Mezzanine | LIBOR                      
Secured Borrowings                      
Interest rate (as a percent) 3.34%       3.34%     3.34%      
Secured Borrowings | First Mortgage And Mezzanine | LIBOR | Weighted-average                      
Secured Borrowings                      
Pricing margin (as a percent)               2.07%      
Secured Borrowings | Repurchase Agreements                      
Secured Borrowings                      
Pledged Asset Carrying Value $ 8,252,440       $ 8,252,440     $ 8,252,440      
Maximum Facility Size 10,748,082       10,748,082     10,748,082      
Principal Amount 5,548,772       5,548,772     5,548,772   4,609,457  
Debt Instrument Carrying Amount 5,548,772       5,548,772     5,548,772   4,609,457  
Secured Borrowings | Commercial Loans                      
Secured Borrowings                      
Pledged Asset Carrying Value 6,643,722       6,643,722     6,643,722      
Maximum Facility Size 8,747,538       8,747,538     8,747,538      
Principal Amount 4,556,665       4,556,665     4,556,665   3,640,620  
Maximum borrowing capacity     $ 1,800,000                
Debt Instrument Carrying Amount 4,556,665       4,556,665     4,556,665   3,640,620  
Increase in available borrowings     $ 200,000                
Secured Borrowings | Residential Loans                      
Secured Borrowings                      
Pledged Asset Carrying Value 37,046       37,046     37,046      
Maximum Facility Size 400,000       400,000     400,000      
Principal Amount 23,866       23,866     23,866   11,835  
Debt Instrument Carrying Amount 23,866       23,866     $ 23,866   11,835  
Secured Borrowings | Residential Loans | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               2.64%      
Secured Borrowings | Infrastructure Loans                      
Secured Borrowings                      
Pledged Asset Carrying Value 244,862       244,862     $ 244,862      
Maximum Facility Size 500,000       500,000     500,000      
Principal Amount 206,288       206,288     206,288   188,198  
Debt Instrument Carrying Amount 206,288       206,288     $ 206,288   188,198  
Secured Borrowings | Infrastructure Loans | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               2.00%      
Secured Borrowings | Conduit Loans                      
Secured Borrowings                      
Pledged Asset Carrying Value 171,497       171,497     $ 171,497      
Maximum Facility Size 350,000       350,000     350,000      
Principal Amount 127,162       127,162     127,162   86,575  
Debt Instrument Carrying Amount 127,162       127,162     $ 127,162   86,575  
Secured Borrowings | Conduit Loans | LIBOR                      
Secured Borrowings                      
Pricing margin (as a percent)               1.93%      
Secured Borrowings | CMBS/RMBS                      
Secured Borrowings                      
Pledged Asset Carrying Value 1,155,313       1,155,313     $ 1,155,313      
Maximum Facility Size 750,544       750,544     750,544      
Principal Amount 634,791       634,791     634,791   682,229  
Maturity period       12 months              
Debt Instrument Carrying Amount $ 634,791       $ 634,791     $ 634,791   $ 682,229  
Secured Borrowings | CMBS/RMBS | One-month LIBOR | Minimum                      
Secured Borrowings                      
Pricing margin (as a percent)       1.35%              
Secured Borrowings | CMBS/RMBS | One-month LIBOR | Maximum                      
Secured Borrowings                      
Pricing margin (as a percent)       1.85%              
Repurchase Agreements | Collateralized Loan Obligation                      
Secured Borrowings                      
Maximum borrowing capacity   $ 500,000                  
v3.20.2
Secured Borrowings - Repurchase Agreements (Details) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Secured Borrowings        
Secured Borrowings        
Amortization of deferred financing costs $ 9.5 $ 8.1 $ 27.3 $ 24.9
Repurchase Agreements        
Secured Borrowings        
Percentage of repurchase agreements for which margin calls are limited to collateral specific credit marks 75.00%   75.00%  
Percentage of repurchase agreements containing margin call provisions for general capital market activity 25.00%   25.00%  
Percentage of repurchase agreements containing margin call provisions that pertain to loans held-for-sale 17.00%   17.00%  
v3.20.2
Secured Borrowings- Collateralized Loan Obligations (Details)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Aug. 31, 2020
USD ($)
Sep. 30, 2020
USD ($)
item
Sep. 30, 2020
USD ($)
item
Dec. 31, 2019
USD ($)
item
Aug. 31, 2019
USD ($)
Summary of CLO          
Carrying value   $ 929,931 $ 929,931 $ 928,060  
LIBOR | Collateral assets          
Summary of CLO          
Spread (as a percent)     3.83% 3.34%  
LIBOR | Financing          
Summary of CLO          
Spread (as a percent)     1.64% 1.65%  
Collateralized Loan Obligation          
Summary of CLO          
Amount issued         $ 1,100,000
Principal Amount         86,600
Liquidation preference         $ 77,000
Incurred debt issuance costs $ 9,200        
Amortization of deferred financing costs   700 $ 1,900    
Deferred financing costs, net of amortization   $ 6,400 $ 6,400 $ 8,300  
Collateralized Loan Obligation | Collateral assets          
Summary of CLO          
Count | item   24 24 20  
Amount issued   $ 1,099,672 $ 1,099,672 $ 1,073,504  
Carrying value   $ 1,099,558 $ 1,099,558 $ 1,073,504  
Percentage of loans earning a fixed rate     9.00%    
Fixed weighted average interest   6.84% 6.84%    
Collateralized Loan Obligation | Financing          
Summary of CLO          
Count | item   1 1 1  
Amount issued   $ 936,375 $ 936,375 $ 936,375  
Carrying value   $ 929,931 $ 929,931 $ 928,060  
v3.20.2
Secured Borrowings - Principal Repayments (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
Collateralized Loan Obligation  
Repayment of secured financings  
Thereafter $ 936,375
Total 936,375
Secured Borrowings  
Repayment of secured financings  
2020 (remainder of) 391,571
2021 1,546,297
2022 1,912,033
2023 1,814,813
2024 1,079,443
Thereafter 3,894,380
Total 10,638,537
Repurchase Agreements  
Repayment of secured financings  
2020 (remainder of) 80,429
2021 764,290
2022 1,364,073
2023 1,108,155
2024 843,591
Thereafter 1,388,234
Total 5,548,772
Other Secured Financing  
Repayment of secured financings  
2020 (remainder of) 311,142
2021 782,007
2022 547,960
2023 706,658
2024 235,852
Thereafter 1,569,771
Total $ 4,153,390
v3.20.2
Unsecured Senior Notes (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Unsecured Senior Notes          
Interest expense $ 95,981,000 $ 123,156,000 $ 317,499,000 $ 387,954,000  
Principal amount of notes, basis for conversion $ 1,000   $ 1,000    
Closing share price (in dollars per share) $ 15.09   $ 15.09    
2021 Senior Notes 3.63%          
Unsecured Senior Notes          
Coupon Rate (as a percent) 3.63%   3.63%    
Effective Rate (as a percent) 3.89%   3.89%    
Remaining Period of Amortization     3 months 18 days    
Principal Amount $ 500,000,000   $ 500,000,000   $ 500,000,000
2021 Senior Notes 3.63% | LIBOR          
Unsecured Senior Notes          
Pricing margin (as a percent)     1.28%    
2021 Senior Notes 5.00%          
Unsecured Senior Notes          
Coupon Rate (as a percent) 5.00%   5.00%    
Effective Rate (as a percent) 5.32%   5.32%    
Remaining Period of Amortization     1 year 2 months 12 days    
Principal Amount $ 700,000,000   $ 700,000,000   700,000,000
2023 Notes          
Unsecured Senior Notes          
Coupon Rate (as a percent) 4.38%   4.38%    
Effective Rate (as a percent) 4.86%   4.86%    
Remaining Period of Amortization     2 years 6 months    
Principal Amount $ 250,000,000   $ 250,000,000   250,000,000
Conversion Rate     38.5959    
Conversion price (in dollars per share) $ 25.91   $ 25.91    
Closing share price (in dollars per share) $ 15.09   $ 15.09    
If-converted value $ 145,600,000   $ 145,600,000    
Amount by which if-converted value of the Notes are less than principal amount     $ 104,400,000    
2025 Senior Notes          
Unsecured Senior Notes          
Coupon Rate (as a percent) 4.75%   4.75%    
Effective Rate (as a percent) 5.04%   5.04%    
Remaining Period of Amortization     4 years 6 months    
Principal Amount $ 500,000,000   $ 500,000,000   500,000,000
2025 Senior Notes | LIBOR          
Unsecured Senior Notes          
Pricing margin (as a percent)     2.53%    
Principal Amount 470,000,000.0   $ 470,000,000.0    
Unsecured Senior Notes          
Unsecured Senior Notes          
Principal Amount 1,950,000,000   1,950,000,000   1,950,000,000
Unamortized deferred financing costs (3,829,000)   (3,829,000)   (5,624,000)
Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes 3,755,000   3,755,000   3,755,000
Carrying amount of debt components 1,934,555,000   1,934,555,000   1,928,622,000
Convertible Senior Notes          
Unsecured Senior Notes          
Unamortized discount (2,826,000)   (2,826,000)   (3,610,000)
Interest expense 3,100,000 $ 3,100,000 9,200,000 $ 9,300,000  
Senior Notes          
Unsecured Senior Notes          
Unamortized discount $ (8,790,000)   $ (8,790,000)   $ (12,144,000)
v3.20.2
Loan Securitization/Sale Activities (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Investing and Servicing Segment | Loans held-for-sale, commercial        
Loan Transfer Activities        
Face Amount $ 151,295 $ 262,528 $ 487,130 $ 787,160
Proceeds 157,497 274,714 509,890 826,932
Investing and Servicing Segment | Loans held-for-sale, residential        
Loan Transfer Activities        
Face Amount 478,911 545,976 1,443,691 886,187
Proceeds 499,321 569,590 1,487,761 921,602
Commercial and Residential Lending Segment        
Loan Transfers Accounted for as Secured Borrowings        
Net gains (losses) on the sale of loan qualifying for sales treatment   500 1,000 3,500
Commercial and Residential Lending Segment | Loans held-for-sale, commercial        
Loan Transfers Accounted for as Sales        
Face Amount   53,288 399,132 554,710
Proceeds 0 53,249 396,078 551,700
Commercial and Residential Lending Segment | Loans held-for-sale, residential        
Loan Transfers Accounted for as Sales        
Face Amount   1,684 550 25,526
Proceeds   1,743 604 26,260
Infrastructure Lending Segment        
Loan Transfer Activities        
Face Amount 0 47,300 38,700 404,100
Proceeds   47,000 38,400 393,300
Loan Transfers Accounted for as Secured Borrowings        
Net gains (losses) on the sale of loan qualifying for sales treatment   $ 0 300 3,100
Cash consideration       3,100
Decrease in fair value within loss on derivative financial instruments       $ 2,700
First Mortgage Loans        
Loan Transfers Accounted for as Sales        
Face Amount 230,900   168,200  
Proceeds $ 224,100   $ 172,000  
v3.20.2
Derivatives and Hedging Activity - Designated and Non-Designated Hedges (Details)
€ in Thousands, £ in Thousands, $ in Thousands, $ in Thousands
Sep. 30, 2020
EUR (€)
item
Sep. 30, 2020
GBP (£)
item
Sep. 30, 2020
AUD ($)
item
Sep. 30, 2020
USD ($)
item
Derivatives        
Number of contracts 513 513 513 513
Foreign exchange contracts | EUR | Long        
Derivatives        
Number of contracts 1 1 1 1
Aggregate notional amount | € € 1,915      
Foreign exchange contracts | EUR | Short        
Derivatives        
Number of contracts 289 289 289 289
Aggregate notional amount | € € 250,530      
Foreign exchange contracts | AUD | Short        
Derivatives        
Number of contracts 13 13 13 13
Aggregate notional amount | $     $ 126,546  
Foreign exchange contracts | GBP | Short        
Derivatives        
Number of contracts 120 120 120 120
Aggregate notional amount | £   £ 373,948    
Interest rate swaps - Paying fixed rates | USD        
Derivatives        
Number of contracts 56 56 56 56
Aggregate notional amount | $       $ 1,755,593
Interest rate swaps - Receiving fixed rates | USD        
Derivatives        
Number of contracts 2 2 2 2
Aggregate notional amount | $       $ 970,000
Interest Rate Swap Guarantees | USD        
Derivatives        
Number of contracts 6 6 6 6
Aggregate notional amount | $       $ 383,080
Interest rate caps | USD        
Derivatives        
Number of contracts 22 22 22 22
Aggregate notional amount | $       $ 951,462
Credit spread instrument | USD        
Derivatives        
Number of contracts 4 4 4 4
Aggregate notional amount | $       $ 69,000
v3.20.2
Derivatives and Hedging Activity - Fair Value (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Fair value of derivative instruments    
Fair Value of Derivatives in an Asset Position $ 64,825 $ 28,943
Fair Value of Derivatives in a Liability Position 13,452 8,740
Interest rate swaps | Derivatives not designated as hedging instruments    
Fair value of derivative instruments    
Fair Value of Derivatives in an Asset Position 38,479 14,385
Fair Value of Derivatives in a Liability Position 3,097  
Interest Rate Swap Guarantees | Derivatives not designated as hedging instruments    
Fair value of derivative instruments    
Fair Value of Derivatives in a Liability Position 958 614
Foreign exchange contracts | Derivatives not designated as hedging instruments    
Fair value of derivative instruments    
Fair Value of Derivatives in an Asset Position 25,805 14,558
Fair Value of Derivatives in a Liability Position 9,397 7,834
Credit spread instrument | Derivatives not designated as hedging instruments    
Fair value of derivative instruments    
Fair Value of Derivatives in an Asset Position $ 541  
Fair Value of Derivatives in a Liability Position   $ 292
v3.20.2
Derivatives and Hedging Activity - Effect on Financial Statements (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Derivatives        
(Loss) gain on derivative financial instruments, net $ (28,097) $ 21,933 $ (34,485) $ 19,694
Interest rate swaps        
Derivatives        
(Loss) gain on derivative financial instruments, net 259 (7,898) (52,129) (21,733)
Interest rate swap guarantees        
Derivatives        
(Loss) gain on derivative financial instruments, net 260 (468) (345) (3,640)
Foreign exchange contracts        
Derivatives        
(Loss) gain on derivative financial instruments, net (28,514) 30,426 17,644 46,116
Credit spread instrument        
Derivatives        
(Loss) gain on derivative financial instruments, net $ (102) $ (127) $ 345 $ (1,049)
v3.20.2
Offsetting Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Assets    
Net Amounts of Assets Presented in the Statement of Financial Position $ 64,825 $ 28,943
Liabilities    
Gross Amounts of Recognized Liabilities 5,562,224 4,618,197
Net Amounts of Liabilities Presented in the Statement of Financial Position 5,562,224 4,618,197
Gross Amounts Not Offset in the Statement of Financial Position    
Financial Instruments 5,558,169 4,614,769
Cash Collateral Pledged 3,097 292
Net Amount 958 3,136
Derivatives    
Assets    
Gross Amounts of Recognized Assets 64,825 28,943
Net Amounts of Assets Presented in the Statement of Financial Position 64,825 28,943
Gross Amounts Not Offset in the Statement of Financial Position    
Financial Instruments 9,397 5,312
Cash Collateral Received 39,842 14,208
Net Amount 15,586 9,423
Liabilities    
Gross Amounts of Recognized Liabilities 13,452 8,740
Net Amounts of Liabilities Presented in the Statement of Financial Position 13,452 8,740
Gross Amounts Not Offset in the Statement of Financial Position    
Financial Instruments 9,397 5,312
Cash Collateral Pledged 3,097 292
Net Amount 958 3,136
Repurchase Agreements    
Liabilities    
Gross Amounts of Recognized Liabilities 5,548,772 4,609,457
Net Amounts of Liabilities Presented in the Statement of Financial Position 5,548,772 4,609,457
Gross Amounts Not Offset in the Statement of Financial Position    
Financial Instruments $ 5,548,772 $ 4,609,457
v3.20.2
Variable Interest Entities - Assets and Liabilities of Consolidated CLO (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Variable interest entities    
Liabilities $ 75,731,946 $ 72,905,322
Total Assets 80,617,639 78,042,336
Primary beneficiary    
Variable interest entities    
Liabilities 62,876,265 60,743,494
Total Assets 64,477,475 62,187,175
Collateralized Loan Obligation | Primary beneficiary    
Variable interest entities    
Loans held-for-investment, net 1,099,558 1,073,504
Accounts payable, accrued expenses and other liabilities 621 1,362
Collateralized loan obligations, net 929,931 928,060
Accrued interest receivable 3,082 3,129
Other assets 328 26,496
Liabilities 930,552 929,422
Total Assets $ 1,102,968 $ 1,103,129
v3.20.2
Variable Interest Entities (Details)
$ in Thousands
Sep. 30, 2020
USD ($)
item
Jan. 31, 2020
Dec. 31, 2019
USD ($)
Variable interest entities      
Total Assets $ 80,617,639   $ 78,042,336
Total Liabilities $ 75,731,946   72,905,322
Number of collateralized debt obligation | item 0    
Investment in unconsolidated entities $ 104,384   84,329
Primary beneficiary      
Variable interest entities      
Total Assets 64,477,475   62,187,175
Total Liabilities 62,876,265   $ 60,743,494
Equity interest   51.00%  
Primary beneficiary | ASU 2015-02      
Variable interest entities      
Total Assets 97,300    
Total Liabilities 53,800    
Primary beneficiary | CMBS Venture Holdings      
Variable interest entities      
Total Assets 332,400    
Total Liabilities 84,800    
Equity interest     51.00%
Primary beneficiary | SPT Dolphin | ASU 2015-02      
Variable interest entities      
Total Assets 676,500    
Total Liabilities $ 446,800    
Not primary beneficiary      
Variable interest entities      
Number of CDO structures currently in default | item 5    
Maximum risk of loss related to VIEs, on fair value basis $ 23,500    
Not primary beneficiary | ASU 2015-02 | Measurement Period Adjustments      
Variable interest entities      
Investment in unconsolidated entities 21,800    
Not primary beneficiary | Securitization SPEs      
Variable interest entities      
Debt obligations to beneficial interest holders, unpaid principal balances $ 4,100,000    
v3.20.2
Related-Party Transactions (Details) - USD ($)
$ in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Apr. 30, 2020
Sep. 30, 2019
Apr. 30, 2018
Mar. 31, 2017
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2019
Related-Party Transactions                  
Base management fee payable         $ 19.2   $ 19.2   $ 19.3
Granted (in shares)             1,014,753    
Award vesting period     3 years 3 years          
Starwood Property Trust, Inc. Manager Equity Plan | Restricted stock units                  
Related-Party Transactions                  
Granted (in shares)   1,200,000 775,000 1,000,000          
Award vesting period     3 years            
Share-based compensation expense, before tax         3.4 $ 8.8 $ 12.0 $ 15.2  
Manager                  
Related-Party Transactions                  
Base management fee incurred $ 19.1       19.2 19.2 57.4 57.7  
Base management fee in shares of common stock 1,422,143                
Incentive fee incurred         0.0 1.8 15.8 2.0  
Incentive fees payable         0.0   0.0   18.1
Executive compensation and other reimbursable expenses         1.5 $ 1.9 5.2 $ 5.8  
Executive compensation and other reimbursable expense payable         $ 2.9   $ 2.9   $ 3.5
Manager | Restricted stock units                  
Related-Party Transactions                  
Granted (in shares)         0 0 341,635 182,861  
Grant date fair value             $ 3.9 $ 4.1  
Award vesting period             3 years    
Share-based compensation expense, before tax         $ 0.1 $ 1.2 $ 2.5 $ 3.0  
v3.20.2
Related-Party Transactions - Investments in Loans and Securities and Other Arrangements (Details)
$ in Thousands, € in Millions
1 Months Ended 3 Months Ended 9 Months Ended
Mar. 31, 2020
ft²
$ / ft²
Feb. 29, 2020
USD ($)
Option
Jan. 31, 2020
USD ($)
Jan. 31, 2020
EUR (€)
Sep. 30, 2020
USD ($)
Sep. 30, 2019
USD ($)
Sep. 30, 2020
USD ($)
property
Sep. 30, 2019
USD ($)
Apr. 30, 2020
USD ($)
Related-Party Transactions                  
Acquisitions and originations of mortgage financing             $ 4,168,949 $ 5,607,829  
SEREF | Mezzanine Loans                  
Related-Party Transactions                  
Payments to Fund Long-term Loans to Related Parties | €       € 70.3          
Acquisitions and originations of mortgage financing | €       € 35.2          
Residential mortgage originator                  
Related-Party Transactions                  
Subordinated loan to a residential mortgage         $ 4,500   $ 4,500    
Highmark Residential                  
Related-Party Transactions                  
Number of additional properties under management | property             32    
Payments to related party         400 $ 400 $ 1,400 $ 1,100  
Affiliates of Manager | Origination Of Loan For Development And Recapitalization Of Luxury Cabin Rentals                  
Related-Party Transactions                  
Payments to Fund Long-term Loans to Related Parties     $ 3,500            
Affiliates of Manager | Origination Of First Mortgage Loan                  
Related-Party Transactions                  
Payments to Fund Long-term Loans to Related Parties   $ 99,000              
Interest rate   10.50%              
Term   36 months              
Number of options | Option   2              
Renewal term   1 year              
Partial repayment on a first mortgage and mezzanine loan received         245,000        
Affiliates Of Chairman And CEO | Office Lease Agreement With Affiliate Of Chairman And CEO                  
Related-Party Transactions                  
Area of office space | ft² 74,000                
Lease Term 15 years                
Operating Lease, Annual Base Rent Per Square Foot | $ / ft² 52.00                
Operating Lease, Percentage Of Increase in Annual Base Rent 3.00%                
Security Deposit                 $ 1,900
Loans held-for-sale, residential | Residential mortgage originator                  
Related-Party Transactions                  
Acquisitions and originations of mortgage financing         $ 57,600   $ 185,000    
v3.20.2
Stockholders' Equity and Non-Controlling Interests (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Sep. 16, 2020
$ / shares
Jun. 16, 2020
$ / shares
Feb. 25, 2020
$ / shares
Feb. 29, 2020
USD ($)
Sep. 30, 2020
USD ($)
$ / shares
shares
Sep. 30, 2019
USD ($)
$ / shares
Sep. 30, 2020
USD ($)
item
$ / shares
shares
Sep. 30, 2019
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2018
shares
Stockholders' Equity                    
Dividend declared (in dollars per share) | $ / shares $ 0.48 $ 0.48 $ 0.48   $ 0.48 $ 0.48 $ 1.44 $ 1.44    
Value of common stock issued to settle redemption             $ 400      
Value settled for cash             100      
Cash amount settled             $ 1,300      
Shares issued under ATM Agreement | shares             0 0    
Authorized amount of share repurchases       $ 400,000            
Period for repurchase of common stock       1 year            
Common stock repurchased (in shares) | shares             1,925,421      
Repurchase of common stock             $ 28,830      
Debt repurchased amount         $ 0   0      
Remaining capacity to repurchase common stock         371,200   371,200      
Net income attributable to non-controlling interests         $ 12,900 $ 9,605 $ 26,705 $ 21,160    
Class A Units                    
Stockholders' Equity                    
Number of units outstanding | shares         10,500,000   10,500,000      
Value of shares issued to settle redemption             $ 500      
CMBS JV                    
Stockholders' Equity                    
Non-controlling interest         $ 127,800   127,800   $ 175,600  
CMBS JV | Joint Venture Partner                    
Stockholders' Equity                    
Equity Method Investment, Ownership Percentage                 49.00%  
Woodstar II Portfolio | Class A Units                    
Stockholders' Equity                    
Net income attributable to non-controlling interests         5,100 $ 5,200 $ 15,300 $ 16,300    
Woodstar II Portfolio | Class A Units | SPT Dolphin                    
Stockholders' Equity                    
Shares issued | shares             1,800,000      
Shares issued | shares                   10,200,000
Right to receive additional shares | shares             1,900,000     1,900,000
Number of common stock per unit | item             1      
Woodstar II Portfolio | Class A Units | SPT Dolphin | Non-Controlling Interests                    
Stockholders' Equity                    
Redemption of units | shares             225,400,000   235,900,000  
Woodstar II Portfolio | CMBS JV | Class A Units                    
Stockholders' Equity                    
Net income attributable to non-controlling interests         $ 6,800   $ 7,600      
v3.20.2
Stockholders' Equity and Non-Controlling Interests - Equity Incentive Plans (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2019
Apr. 30, 2018
Mar. 31, 2017
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
May 31, 2017
Equity Incentive Plans                
Granted (in shares)           1,014,753    
Award vesting period   3 years 3 years          
Vested immediately on the grant date                
Equity Incentive Plans                
Granted (in shares) 218,898              
Remaining vesting                
Equity Incentive Plans                
Award vesting period           3 years    
Starwood Property Trust, Inc. Equity Plan and Manager Equity Plan                
Equity Incentive Plans                
Number of shares of authorized for issuance               11,000,000
Number of shares available for future grants       6,500,000   6,500,000    
Starwood Property Trust, Inc. Equity Plan                
Equity Incentive Plans                
Granted (in shares)           1,014,753    
Starwood Property Trust, Inc. Manager Equity Plan | Restricted stock units                
Equity Incentive Plans                
Share-based compensation expense, before tax       $ 3,400 $ 8,800 $ 12,000 $ 15,200  
Granted (in shares) 1,200,000 775,000 1,000,000          
Awards granted, fair value $ 29,484 $ 16,329 $ 22,240          
Award vesting period   3 years            
v3.20.2
Stockholders' Equity and Non-Controlling Interests - Non-Vested Shares (Details)
9 Months Ended
Sep. 30, 2020
$ / shares
shares
Non-Vested Shares and Share Equivalents activity  
Balance at the beginning of the period (in shares) 2,718,767
Granted (in shares) 1,014,753
Vested (in shares) (1,163,086)
Forfeited (in shares) (20,960)
Balance at the end of the period (in shares) 2,549,474
Weighted Average Grant Date Fair Value (per share)  
Balance at the beginning of period (in dollars per share) | $ / shares $ 22.74
Granted (in dollars per share) | $ / shares 10.98
Vested (in dollars per share) | $ / shares 22.50
Forfeited (in dollars per share) | $ / shares 14.23
Balance at the end of period (in dollars per share) | $ / shares $ 18.23
Starwood Property Trust, Inc. Equity Plan  
Non-Vested Shares and Share Equivalents activity  
Balance at the beginning of the period (in shares) 1,413,170
Granted (in shares) 1,014,753
Vested (in shares) (640,727)
Forfeited (in shares) (20,960)
Balance at the end of the period (in shares) 1,766,236
Starwood Property Trust, Inc. Manager Equity Plan  
Non-Vested Shares and Share Equivalents activity  
Balance at the beginning of the period (in shares) 1,305,597
Vested (in shares) (522,359)
Balance at the end of the period (in shares) 783,238
v3.20.2
Earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Continuing Operations:        
Basic - Income attributable to STWD common stockholders $ 151,834 $ 140,396 $ 224,721 $ 337,795
Less: Income attributable to participating shares not already deducted as non-controlling interests (1,721) (1,205) (3,422) (2,779)
Basic earnings 150,113 139,191 221,299 335,016
Continuing Operations:        
Basic - Income attributable to STWD common stockholders 151,834 140,396 224,721 337,795
Less: Income attributable to participating shares not already deducted as non-controlling interests (1,721) (1,205) (3,422) (2,779)
Add: Undistributed earnings to participating shares 663 188    
Less: Undistributed earnings reallocated to participating shares (642) (182)    
Diluted earnings $ 153,189 $ 142,268 $ 221,299 $ 344,322
Number of Shares:        
Basic - Average shares outstanding 282,596 279,992 281,686 278,934
Effect of dilutive securities - Convertible Notes (in shares) 9,649 9,649   9,857
Effect of dilutive securities - Contingently issuable shares (in shares)   38   38
Effect of dilutive securities - Unvested non-participating shares 213 233 182 192
Diluted - Average shares outstanding 292,458 289,912 281,868 289,021
Basic:        
Basic (in dollars per share) $ 0.53 $ 0.50 $ 0.79 $ 1.20
Diluted:        
Diluted (in dollars per share) $ 0.52 $ 0.49 $ 0.79 $ 1.19
Convertible Senior Notes        
Continuing Operations:        
Add: Interest expense on Convertible Notes $ 3,055 $ 3,071   $ 9,306
v3.20.2
Earnings per Share - Dilutive and Antidilutive securities (Details)
shares in Millions, item in Millions
9 Months Ended
Sep. 30, 2020
item
shares
Sep. 30, 2019
item
shares
Class A Units    
Antidilutive securities and effect of dilutive securities    
Potential shares of common stock contingently issuable upon conversion of the Class A units | item 10.5 10.9
Restricted stock    
Antidilutive securities and effect of dilutive securities    
Number of anti-dilutive common shares excluded from the calculation of diluted income per share | shares 12.8 13.4
v3.20.2
Accumulated Other Comprehensive Income - Changes in AOCI (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Changes in AOCI by component        
Beginning balance $ 42,866 $ 57,124 $ 50,932 $ 58,660
OCI before reclassifications (581) (4,688) (8,647) (6,224)
Amounts reclassified from AOCI   (59)   (59)
Net period OCI (581) (4,747) (8,647) (6,283)
Ending balance 42,285 52,377 42,285 52,377
Cumulative Unrealized Gain (Loss) on Available-for-Sale Securities        
Changes in AOCI by component        
Beginning balance 42,930 53,049 50,996 53,515
OCI before reclassifications (581) (520) (8,647) (986)
Amounts reclassified from AOCI   (59)   (59)
Net period OCI (581) (579) (8,647) (1,045)
Ending balance 42,349 52,470 42,349 52,470
Foreign Currency Translation        
Changes in AOCI by component        
Beginning balance (64) 4,075 (64) 5,145
OCI before reclassifications   (4,168)   (5,238)
Net period OCI   (4,168)   (5,238)
Ending balance $ (64) $ (93) $ (64) $ (93)
v3.20.2
Fair Value - Financial Assets and Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Assets and liabilities measured at fair value    
Permitted reinvestment under static investment in VIEs $ 0  
Marketable securities 745,113 $ 810,238
Domestic servicing rights 14,589 16,917
Derivative assets 64,825 28,943
Total Assets 80,617,639 78,042,336
Total Liabilities 75,731,946 72,905,322
Derivative liabilities 13,452 8,740
Fair value measurements on recurring basis    
Assets and liabilities measured at fair value    
Derivative assets 64,825 28,943
Total Assets 66,029,786 63,908,829
Derivative liabilities 13,452 8,740
Total Liabilities 62,889,717 60,752,234
Fair value measurements on recurring basis | Loans held-for-sale    
Assets and liabilities measured at fair value    
Loans held-for-sale, fair value option 1,269,080 1,436,194
Fair value measurements on recurring basis | RMBS    
Assets and liabilities measured at fair value    
Available-for-sale securities 170,270 189,576
Fair value measurements on recurring basis | CMBS    
Assets and liabilities measured at fair value    
Available-for-sale securities 23,489 37,360
Fair value measurements on recurring basis | Equity security    
Assets and liabilities measured at fair value    
Marketable securities 10,058 12,664
Fair value measurements on recurring basis | Domestic Servicing Rights    
Assets and liabilities measured at fair value    
Domestic servicing rights 14,589 16,917
Fair value measurements on recurring basis | Level I    
Assets and liabilities measured at fair value    
Total Assets 10,058 12,664
Fair value measurements on recurring basis | Level I | Equity security    
Assets and liabilities measured at fair value    
Marketable securities 10,058 12,664
Fair value measurements on recurring basis | Level II    
Assets and liabilities measured at fair value    
Derivative assets 64,825 28,943
Total Assets 66,465 41,295
Derivative liabilities 13,452 8,740
Total Liabilities 60,574,411 58,214,842
Fair value measurements on recurring basis | Level II | CMBS    
Assets and liabilities measured at fair value    
Available-for-sale securities 1,640 12,352
Fair value measurements on recurring basis | Level III    
Assets and liabilities measured at fair value    
Total Assets 65,953,263 63,854,870
Total Liabilities 2,315,306 2,537,392
Fair value measurements on recurring basis | Level III | Loans held-for-sale    
Assets and liabilities measured at fair value    
Loans held-for-sale, fair value option 1,269,080 1,436,194
Fair value measurements on recurring basis | Level III | RMBS    
Assets and liabilities measured at fair value    
Available-for-sale securities 170,270 189,576
Fair value measurements on recurring basis | Level III | CMBS    
Assets and liabilities measured at fair value    
Available-for-sale securities 21,849 25,008
Fair value measurements on recurring basis | Level III | Domestic Servicing Rights    
Assets and liabilities measured at fair value    
Domestic servicing rights 14,589 16,917
Primary beneficiary    
Assets and liabilities measured at fair value    
Total Assets 64,477,475 62,187,175
Total Liabilities 62,876,265 60,743,494
Primary beneficiary | Fair value measurements on recurring basis | VIE Assets    
Assets and liabilities measured at fair value    
Total Assets 64,477,475 62,187,175
Primary beneficiary | Fair value measurements on recurring basis | VIE liabilities    
Assets and liabilities measured at fair value    
Total Liabilities 62,876,265 60,743,494
Primary beneficiary | Fair value measurements on recurring basis | Level II | VIE liabilities    
Assets and liabilities measured at fair value    
Total Liabilities 60,560,959 58,206,102
Primary beneficiary | Fair value measurements on recurring basis | Level III | VIE Assets    
Assets and liabilities measured at fair value    
Total Assets 64,477,475 62,187,175
Primary beneficiary | Fair value measurements on recurring basis | Level III | VIE liabilities    
Assets and liabilities measured at fair value    
Total Liabilities $ 2,315,306 $ 2,537,392
v3.20.2
Fair Value - Level III (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Total realized and unrealized gains (losses):        
Included in earnings: Net accretion     $ 9,362 $ 10,338
Level III        
Changes in financial assets classified as Level III        
Balance at the beginning of the period $ 63,150,598 $ 56,920,033 61,317,478 52,931,064
Total realized and unrealized gains (losses):        
Included in earnings: Change in fair value / gain on sale (171,175) (320,649) (1,101,983) 156,382
Included in earnings: Net accretion 2,633 2,446 7,967 7,484
Included in OCI (581) (578) (8,647) (1,044)
Purchases / Originations 1,013,158 1,128,718 1,900,738 2,780,952
Sales (656,818) (846,047) (2,006,195) (1,778,772)
Issuances   (22,958) (24,376) (81,681)
Cash repayments / receipts (49,862) (56,358) (178,289) (133,523)
Transfers into Level III (485,332) (122,911) (1,242,539) (1,369,155)
Transfers out of Level III 322,888 93,914 1,455,093 524,733
Consolidations of VIEs 512,300 1,914,330 3,518,562 5,910,615
Deconsolidations of VIEs 148 (38,016) 148 (295,131)
Balance at the end of the period 63,637,957 58,651,924 63,637,957 58,651,924
Amount of total (losses) gains included in earnings attributable to assets still held at period end (212,649) (346,232) (1,093,344) 103,833
Amount of total (losses) gains included in OCI attributable to assets still held at period end (581)   (8,647)  
Level III | Loans held-for-sale        
Changes in financial assets classified as Level III        
Balance at the beginning of the period 894,613 1,372,398 1,436,194 671,282
Total realized and unrealized gains (losses):        
Included in earnings: Change in fair value / gain on sale 61,384 32,512 79,700 65,669
Purchases / Originations 1,013,158 1,123,553 1,900,738 2,775,787
Sales (656,818) (846,047) (1,998,255) (1,774,794)
Cash repayments / receipts (43,257) (33,054) (149,297) (88,582)
Transfers out of Level III   (225,813)   (225,813)
Balance at the end of the period 1,269,080 1,423,549 1,269,080 1,423,549
Amount of total (losses) gains included in earnings attributable to assets still held at period end 8,864 4,537 8,551 6,775
Level III | RMBS        
Changes in financial assets classified as Level III        
Balance at the beginning of the period 174,281 200,874 189,576 209,079
Total realized and unrealized gains (losses):        
Included in earnings: Net accretion 2,633 2,446 7,967 7,484
Included in OCI (581) (578) (8,647) (1,044)
Cash repayments / receipts (6,063) (7,445) (18,626) (20,222)
Balance at the end of the period 170,270 195,297 170,270 195,297
Amount of total (losses) gains included in earnings attributable to assets still held at period end 2,633 2,390 7,967 7,397
Amount of total (losses) gains included in OCI attributable to assets still held at period end (581)   (8,647)  
Level III | CMBS        
Changes in financial assets classified as Level III        
Balance at the beginning of the period 21,891 34,283 25,008 25,228
Total realized and unrealized gains (losses):        
Included in earnings: Change in fair value / gain on sale (56) 432 5,331 1,153
Purchases / Originations   5,165   5,165
Sales     (7,940) (3,978)
Cash repayments / receipts (213) (3,343) (777) (8,933)
Transfers into Level III       5,350
Deconsolidations of VIEs 227 (657) 227 11,895
Balance at the end of the period 21,849 35,880 21,849 35,880
Amount of total (losses) gains included in earnings attributable to assets still held at period end (56) 434 (1,055) 101
Level III | Domestic Servicing Rights        
Changes in financial assets classified as Level III        
Balance at the beginning of the period 13,955 18,874 16,917 20,557
Total realized and unrealized gains (losses):        
Included in earnings: Change in fair value / gain on sale 634 (625) (2,328) (2,308)
Balance at the end of the period 14,589 18,249 14,589 18,249
Amount of total (losses) gains included in earnings attributable to assets still held at period end 634 (625) (2,328) (2,308)
Level III | VIE Assets        
Changes in financial assets classified as Level III        
Balance at the beginning of the period 64,175,387 57,667,606 62,187,175 53,446,364
Total realized and unrealized gains (losses):        
Included in earnings: Change in fair value / gain on sale (202,560) (380,973) (1,291,705) 39,961
Consolidations of VIEs 512,300 1,999,780 3,589,657 6,103,915
Deconsolidations of VIEs (7,652) (37,359) (7,652) (341,186)
Balance at the end of the period 64,477,475 59,249,054 64,477,475 59,249,054
Amount of total (losses) gains included in earnings attributable to assets still held at period end (194,147) (380,973) (1,213,498) 39,961
Level III | VIE liabilities        
Changes in financial assets classified as Level III        
Balance at the beginning of the period (2,129,529) (2,374,002) (2,537,392) (1,441,446)
Total realized and unrealized gains (losses):        
Included in earnings: Change in fair value / gain on sale (30,577) 28,005 107,019 51,907
Issuances   (22,958) (24,376) (81,681)
Cash repayments / receipts (329) (12,516) (9,589) (15,786)
Transfers into Level III (485,332) (122,911) (1,242,539) (1,374,505)
Transfers out of Level III 322,888 319,727 1,455,093 750,546
Consolidations of VIEs   (85,450) (71,095) (193,300)
Deconsolidations of VIEs 7,573   7,573 34,160
Balance at the end of the period (2,315,306) (2,270,105) (2,315,306) (2,270,105)
Amount of total (losses) gains included in earnings attributable to assets still held at period end $ (30,577) $ 28,005 $ 107,019 $ 51,907
v3.20.2
Fair Value - Financial Instruments Not Carried at Fair Value (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Financial assets not carried at fair value:    
HTM securities $ 547,721 $ 570,638
Carrying Value    
Financial assets not carried at fair value:    
Loans held-for-investment, loans held-for-sale and loans transferred as secured borrowings 10,662,245 10,034,030
HTM securities 541,296 570,638
Financial liabilities not carried at fair value:    
Secured financing agreements and secured borrowings on transferred loans 10,545,823 9,834,108
Unsecured senior notes 1,934,555 1,928,622
Fair Value    
Financial assets not carried at fair value:    
Loans held-for-investment, loans held-for-sale and loans transferred as secured borrowings 10,583,876 10,086,372
HTM securities 512,808 568,727
Financial liabilities not carried at fair value:    
Secured financing agreements and secured borrowings on transferred loans 10,495,587 9,826,511
Unsecured senior notes $ 1,917,805 $ 2,022,283
v3.20.2
Fair Value - Significant unobservable inputs (Details)
$ in Thousands
9 Months Ended 12 Months Ended
Sep. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Domestic servicing rights $ 14,589 $ 16,917
Total Assets 80,617,639 78,042,336
Total Liabilities 75,731,946 72,905,322
Fair value measurements on recurring basis | Loans held-for-sale    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, fair value option 1,269,080 1,436,194
Fair value measurements on recurring basis | RMBS    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities 170,270 189,576
Fair value measurements on recurring basis | CMBS    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities 23,489 37,360
Fair value measurements on recurring basis | Domestic Servicing Rights    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Domestic servicing rights 14,589 16,917
Fair value measurements on recurring basis | Level III | Loans held-for-sale    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, fair value option $ 1,269,080 $ 1,436,194
Loans Held-for-sale, Valuation Technique [Extensible List] us-gaap:ValuationTechniqueDiscountedCashFlowMember us-gaap:ValuationTechniqueDiscountedCashFlowMember
Fair value measurements on recurring basis | Level III | Loans held-for-sale | Minimum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, duration 1 year 6 months 1 year 3 months 18 days
Fair value measurements on recurring basis | Level III | Loans held-for-sale | Minimum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, measurement input 3.3 3.4
Fair value measurements on recurring basis | Level III | Loans held-for-sale | Maximum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, duration 10 years 9 months 18 days 11 years 3 months 18 days
Fair value measurements on recurring basis | Level III | Loans held-for-sale | Maximum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, measurement input 9.7 5.9
Fair value measurements on recurring basis | Level III | Loans held-for-sale | Weighted-average    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, duration 4 years 9 months 18 days  
Fair value measurements on recurring basis | Level III | Loans held-for-sale | Weighted-average | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loans held-for-sale, measurement input 4.7  
Fair value measurements on recurring basis | Level III | RMBS    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities $ 170,270 $ 189,576
Debt Securities, Available-for-sale, Valuation Technique [Extensible List] us-gaap:ValuationTechniqueDiscountedCashFlowMember us-gaap:ValuationTechniqueDiscountedCashFlowMember
Loss severity for specified percentage of portfolio (as a percent) 17.00% 34.00%
Fair value measurements on recurring basis | Level III | RMBS | Minimum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loss severity for specified percentage of portfolio (as a percent) 45.00% 45.00%
Fair value measurements on recurring basis | Level III | RMBS | Minimum | Constant prepayment rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 3.2 3.1
Fair value measurements on recurring basis | Level III | RMBS | Minimum | Constant default rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 1.3 0.5
Fair value measurements on recurring basis | Level III | RMBS | Minimum | Loss severity    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 0 0
Fair value measurements on recurring basis | Level III | RMBS | Minimum | Delinquency rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 8 5
Fair value measurements on recurring basis | Level III | RMBS | Minimum | Servicer advances    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 24 27
Fair value measurements on recurring basis | Level III | RMBS | Minimum | Annual coupon deterioration    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 0.0 0
Fair value measurements on recurring basis | Level III | RMBS | Minimum | Putback amount per projected total collateral loss    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 0 0
Fair value measurements on recurring basis | Level III | RMBS | Maximum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Loss severity for specified percentage of portfolio (as a percent) 80.00% 80.00%
Fair value measurements on recurring basis | Level III | RMBS | Maximum | Constant prepayment rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 16.4 24.9
Fair value measurements on recurring basis | Level III | RMBS | Maximum | Constant default rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 5.0 5.0
Fair value measurements on recurring basis | Level III | RMBS | Maximum | Loss severity    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 79 93
Fair value measurements on recurring basis | Level III | RMBS | Maximum | Delinquency rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 28 29
Fair value measurements on recurring basis | Level III | RMBS | Maximum | Servicer advances    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 85 85
Fair value measurements on recurring basis | Level III | RMBS | Maximum | Annual coupon deterioration    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 0.9 1.6
Fair value measurements on recurring basis | Level III | RMBS | Maximum | Putback amount per projected total collateral loss    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 25 28
Fair value measurements on recurring basis | Level III | RMBS | Weighted-average | Constant prepayment rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 7.3  
Fair value measurements on recurring basis | Level III | RMBS | Weighted-average | Constant default rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 2.6  
Fair value measurements on recurring basis | Level III | RMBS | Weighted-average | Loss severity    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 26  
Fair value measurements on recurring basis | Level III | RMBS | Weighted-average | Delinquency rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 18  
Fair value measurements on recurring basis | Level III | RMBS | Weighted-average | Servicer advances    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 61  
Fair value measurements on recurring basis | Level III | RMBS | Discounted cash flow | Weighted-average | Annual coupon deterioration    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 0.1  
Fair value measurements on recurring basis | Level III | RMBS | Discounted cash flow | Weighted-average | Putback amount per projected total collateral loss    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 1.1  
Fair value measurements on recurring basis | Level III | CMBS    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities $ 21,849 $ 25,008
Debt Securities, Available-for-sale, Valuation Technique [Extensible List] us-gaap:ValuationTechniqueDiscountedCashFlowMember us-gaap:ValuationTechniqueDiscountedCashFlowMember
Fair value measurements on recurring basis | Level III | CMBS | Minimum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale debt securities, term 0 years 0 years
Fair value measurements on recurring basis | Level III | CMBS | Minimum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 0 0
Fair value measurements on recurring basis | Level III | CMBS | Maximum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale debt securities, term 8 years 10 months 24 days 9 years 8 months 12 days
Fair value measurements on recurring basis | Level III | CMBS | Maximum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 700.5 122.9
Fair value measurements on recurring basis | Level III | CMBS | Weighted-average    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE duration (in years) 5 years 6 months  
Fair value measurements on recurring basis | Level III | CMBS | Discounted cash flow | Weighted-average | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Available-for-sale securities, measurement input 6.1  
Fair value measurements on recurring basis | Level III | Domestic Servicing Rights    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Domestic servicing rights $ 14,589 $ 16,917
Servicing Asset, Valuation Technique [Extensible List] us-gaap:ValuationTechniqueDiscountedCashFlowMember us-gaap:ValuationTechniqueDiscountedCashFlowMember
Fair value measurements on recurring basis | Level III | Domestic Servicing Rights | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Servicing asset, measurement input 7.75 7.50
Fair value measurements on recurring basis | Level III | Domestic Servicing Rights | Discount rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Servicing asset, measurement input 15 15
Fair value measurements on recurring basis | Level III | Domestic Servicing Rights | Weighted-average | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Servicing asset, measurement input 7.75  
Fair value measurements on recurring basis | Level III | Domestic Servicing Rights | Weighted-average | Discount rate    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Servicing asset, measurement input 15  
Fair value measurements on recurring basis | Level III | VIE Assets | Minimum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE duration (in years) 0 years 0 years
Fair value measurements on recurring basis | Level III | VIE Assets | Minimum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE assets, measurement input 0 0
Fair value measurements on recurring basis | Level III | VIE Assets | Maximum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE duration (in years) 19 years 19 years 2 months 12 days
Fair value measurements on recurring basis | Level III | VIE Assets | Maximum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE assets, measurement input 751.1 690.7
Fair value measurements on recurring basis | Level III | VIE Assets | Weighted-average    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE duration (in years) 3 years 10 months 24 days  
Fair value measurements on recurring basis | Level III | VIE Assets | Weighted-average | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE assets, measurement input 13.3  
Fair value measurements on recurring basis | Level III | VIE liabilities | Minimum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE duration (in years) 0 years 0 years
Fair value measurements on recurring basis | Level III | VIE liabilities | Minimum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE liabilities, measurement input 0 0
Fair value measurements on recurring basis | Level III | VIE liabilities | Maximum    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE duration (in years) 11 years 12 years 8 months 12 days
Fair value measurements on recurring basis | Level III | VIE liabilities | Maximum | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE liabilities, measurement input 751.1 690.7
Fair value measurements on recurring basis | Level III | VIE liabilities | Discounted cash flow | Weighted-average    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE duration (in years) 3 years 9 months 18 days  
Fair value measurements on recurring basis | Level III | VIE liabilities | Discounted cash flow | Weighted-average | Debt yield    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
VIE liabilities, measurement input 13.3  
Primary beneficiary    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Total Assets $ 64,477,475 $ 62,187,175
Total Liabilities 62,876,265 60,743,494
Primary beneficiary | Fair value measurements on recurring basis | VIE Assets    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Total Assets 64,477,475 62,187,175
Primary beneficiary | Fair value measurements on recurring basis | VIE liabilities    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Total Liabilities 62,876,265 60,743,494
Primary beneficiary | Fair value measurements on recurring basis | Level III | VIE Assets    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Total Assets $ 64,477,475 $ 62,187,175
Derivative Asset, Valuation Technique [Extensible List] us-gaap:ValuationTechniqueDiscountedCashFlowMember us-gaap:ValuationTechniqueDiscountedCashFlowMember
Primary beneficiary | Fair value measurements on recurring basis | Level III | VIE liabilities    
Quantitative information for Level 3 Fair Value Measurements for assets and liabilities measured at fair value on recurring basis    
Total Liabilities $ 2,315,306 $ 2,537,392
Derivative Liability, Valuation Technique [Extensible List] us-gaap:ValuationTechniqueDiscountedCashFlowMember us-gaap:ValuationTechniqueDiscountedCashFlowMember
v3.20.2
Income Taxes (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Dec. 31, 2019
Income Taxes    
Assets $ 80,617,639 $ 78,042,336
Investing and Servicing Segment | TRS entities    
Income Taxes    
Assets $ 1,300,000 $ 1,600,000
v3.20.2
Income Taxes - Reconciliation of Tax Rate (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended 12 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Dec. 31, 2017
Reconciliation of statutory tax to effective tax          
Federal statutory tax rate $ 37,711 $ 32,448 $ 54,231 $ 77,140  
REIT and other non-taxable income (24,688) 937 (41,697) (71,042)  
State income taxes 4,278 (28,870) 4,118 1,597  
Federal benefit of state tax deduction (899) (196) (865) (335)  
Net operating loss carryback rate differential (1,569)   (5,286)    
Intra-entity transfer     (3,781)    
Other 10 194 96 1,020  
Total income tax provision $ 14,843 $ 4,513 $ 6,816 $ 8,380  
Reconciliation of statutory tax rate to effective tax rate          
Federal statutory tax rate (as a percent) 21.00% 21.00% 21.00% 21.00% 35.00%
REIT and other non-taxable income (as a percent) (13.70%) (18.70%) (16.20%) (19.30%)  
State income taxes (as a percent) 2.40% 0.60% 1.60% 0.40%  
Federal benefit of state tax deduction (as a percent) (0.50%) (0.10%) (0.30%) (0.10%)  
Net operating loss carryback rate differential (as a pecent) (0.90%)   (2.00%)    
Intra-entity transfer     (1.50%)    
Other (as a percent)   0.10%   0.30%  
Effective tax rate (as a percent) 8.30% 2.90% 2.60% 2.30%  
v3.20.2
Commitments and Contingencies (Details)
$ in Millions
Sep. 30, 2020
USD ($)
item
Property, Plant and Equipment [Line Items]  
Number of guarantees | item 6
Infrastructure Lending Segment  
Property, Plant and Equipment [Line Items]  
Outstanding $ 25.6
Commitments | Commercial and Residential Lending Segment  
Property, Plant and Equipment [Line Items]  
Value of loans with future funding commitments 1,800.0
Value of loans with future funding commitments expected to fund 1,600.0
Commitments | Infrastructure Lending Segment  
Property, Plant and Equipment [Line Items]  
Value of loans with future funding commitments 241.6
Revolvers and letters of credit | Infrastructure Lending Segment  
Property, Plant and Equipment [Line Items]  
Value of loans with future funding commitments 146.2
Delayed draw term loans | Infrastructure Lending Segment  
Property, Plant and Equipment [Line Items]  
Value of loans with future funding commitments $ 95.4
v3.20.2
Segment Data - Results of Operations (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2020
Sep. 30, 2019
Sep. 30, 2020
Sep. 30, 2019
Revenues:        
Interest income from loans $ 169,404 $ 172,030 $ 557,934 $ 546,912
Interest income from investment securities 12,186 16,676 42,070 56,853
Servicing fees 9,548 14,333 20,999 47,774
Rental income 75,978 84,654 222,834 255,784
Other revenues 311 637 1,756 2,668
Total revenues 267,427 288,330 845,593 909,991
Costs and expenses:        
Management fees 23,127 30,238 86,970 76,227
Interest expense 95,981 123,156 317,499 387,954
General and administrative 39,478 39,766 110,857 112,274
Acquisition and investment pursuit costs 884 163 3,383 579
Costs of rental operations 29,522 31,568 87,368 91,874
Depreciation and amortization 23,581 28,269 70,982 86,075
Credit loss provision, net (3,587) (39) 55,284 3,242
Other expense 172 123 662 1,777
Total costs and expenses 209,158 253,244 733,005 760,002
Other income (loss):        
Change in net assets related to consolidated VIEs 58,585 61,767 64,353 164,761
Change in fair value of servicing rights 634 (625) (2,328) (2,308)
Change in fair value of investment securities, net (199) 266 3,132 995
Change in fair value of mortgage loans, net 61,384 32,521 79,700 65,678
Earnings (loss) from unconsolidated entities 3,192 2,747 32,065 (31,636)
Gain (loss) on sale of investments and other assets, net   21,157 6,768 28,157
(Loss) gain on derivative financial instruments, net (28,097) 21,933 (34,485) 19,694
Foreign currency (loss) gain, net 25,452 (15,664) (1,861) (17,134)
Loss on extinguishment of debt   (4,624) (2,377) (10,738)
Other income (loss), net 357 (50) 687 (123)
Total other income 121,308 119,428 145,654 217,346
Income before income taxes 179,577 154,514 258,242 367,335
Income tax (provision) benefit (14,843) (4,513) (6,816) (8,380)
Net income 164,734 150,001 251,426 358,955
Net income attributable to Starwood Property Trust, Inc. (12,900) (9,605) (26,705) (21,160)
Net income attributable to Starwood Property Trust, Inc. 151,834 140,396 224,721 337,795
Operating Segments and Corporate        
Revenues:        
Interest income from loans 169,404 172,030 557,934 546,912
Interest income from investment securities 45,607 51,529 132,688 153,013
Servicing fees 13,859 18,340 29,206 61,676
Rental income 75,978 84,654 222,834 255,784
Other revenues 313 640 1,761 2,692
Total revenues 305,161 327,193 944,423 1,020,077
Costs and expenses:        
Management fees 23,114 30,210 86,924 76,105
Interest expense 95,981 123,319 317,661 388,441
General and administrative 39,394 39,688 110,606 112,016
Acquisition and investment pursuit costs 884 163 3,383 579
Costs of rental operations 29,522 31,568 87,368 91,874
Depreciation and amortization 23,581 28,269 70,982 86,075
Credit loss provision, net (3,587) (39) 55,284 3,242
Other expense 172 123 662 1,777
Total costs and expenses 209,061 253,301 732,870 760,109
Other income (loss):        
Change in fair value of servicing rights 3,960 57 9,606 (1,617)
Change in fair value of investment securities, net 16,860 22,173 (44,840) 53,486
Change in fair value of mortgage loans, net 61,384 32,521 79,700 65,678
Earnings (loss) from unconsolidated entities 3,531 2,983 33,281 (30,361)
Gain (loss) on sale of investments and other assets, net   21,157 6,768 28,157
(Loss) gain on derivative financial instruments, net (28,097) 21,933 (34,485) 19,694
Foreign currency (loss) gain, net 25,452 (15,664) (1,861) (17,134)
Loss on extinguishment of debt   (4,624) (2,377) (10,738)
Other income (loss), net 357 (50) 687 (123)
Total other income 83,447 80,486 46,479 107,042
Income before income taxes 179,547 154,378 258,032 367,010
Income tax (provision) benefit (14,843) (4,513) (6,816) (8,380)
Net income 164,704 149,865 251,216 358,630
Net income attributable to Starwood Property Trust, Inc. (12,870) (9,469) (26,495) (20,835)
Net income attributable to Starwood Property Trust, Inc. 151,834 140,396 224,721 337,795
Operating segment | Commercial and Residential Lending Segment        
Revenues:        
Interest income from loans 149,972 145,290 492,489 462,956
Interest income from investment securities 21,385 18,163 57,358 62,438
Servicing fees 110 97 424 310
Rental income 2,014   2,782  
Other revenues 66 258 298 714
Total revenues 173,547 163,808 553,351 526,418
Costs and expenses:        
Management fees 297 363 987 1,127
Interest expense 38,422 51,844 134,243 172,012
General and administrative 12,483 7,104 29,230 20,626
Acquisition and investment pursuit costs 757 506 2,195 915
Costs of rental operations 643 765 2,409 1,525
Depreciation and amortization 430 339 1,275 695
Credit loss provision, net 782 (39) 52,293 2,046
Other expense 77 77 230 230
Total costs and expenses 53,891 60,959 222,862 199,176
Other income (loss):        
Change in fair value of investment securities, net 13,611 (303) (8,814) (2,945)
Change in fair value of mortgage loans, net 59,402 10,088 56,895 16,837
Earnings (loss) from unconsolidated entities 3,253 2,507 3,975 8,576
Gain (loss) on sale of investments and other assets, net   482 (961) 3,476
(Loss) gain on derivative financial instruments, net (28,577) 15,729 (9,508) 12,024
Foreign currency (loss) gain, net 25,302 (15,337) (1,757) (17,025)
Loss on extinguishment of debt   (857) (22) (857)
Total other income 72,991 12,309 39,808 20,086
Income before income taxes 192,647 115,158 370,297 347,328
Income tax (provision) benefit (16,700) (3,194) (15,535) (4,778)
Net income 175,947 111,964 354,762 342,550
Net income attributable to Starwood Property Trust, Inc. (3)   (10) (392)
Net income attributable to Starwood Property Trust, Inc. 175,944 111,964 354,752 342,158
Operating segment | Infrastructure Lending Segment        
Revenues:        
Interest income from loans 17,835 22,763 59,374 74,969
Interest income from investment securities 635 810 2,019 2,563
Other revenues 101 39 344 732
Total revenues 18,571 23,612 61,737 78,264
Costs and expenses:        
Interest expense 8,914 14,422 31,709 49,257
General and administrative 3,568 4,315 12,328 13,624
Acquisition and investment pursuit costs 62 21 1,179 51
Depreciation and amortization 87 15 246 15
Credit loss provision, net (4,369)   2,991 1,196
Total costs and expenses 8,262 18,773 48,453 64,143
Other income (loss):        
Earnings (loss) from unconsolidated entities (80)   (1,198)  
Gain (loss) on sale of investments and other assets, net   (25) 296 3,041
(Loss) gain on derivative financial instruments, net 110 (109) (1,328) (3,337)
Foreign currency (loss) gain, net 110 (319) (53) (102)
Loss on extinguishment of debt   (2,101) (170) (8,221)
Other income (loss), net   (50)   (50)
Total other income 140 (2,604) (2,453) (8,669)
Income before income taxes 10,449 2,235 10,831 5,452
Income tax (provision) benefit (86) 475 3 746
Net income 10,363 2,710 10,834 6,198
Net income attributable to Starwood Property Trust, Inc. 10,363 2,710 10,834 6,198
Operating segment | Investing and Servicing Segment        
Revenues:        
Interest income from loans 1,597 3,977 6,071 8,987
Interest income from investment securities 23,587 32,556 73,311 88,012
Servicing fees 13,749 18,243 28,782 61,366
Rental income 10,039 12,403 28,600 40,686
Other revenues 98 218 891 929
Total revenues 49,070 67,397 137,655 199,980
Costs and expenses:        
Management fees 221 18 680 54
Interest expense 5,425 8,891 18,796 25,152
General and administrative 18,813 22,915 54,490 61,943
Acquisition and investment pursuit costs 65 (364) (3) (387)
Costs of rental operations 4,577 6,019 13,102 19,503
Depreciation and amortization 3,934 4,809 11,890 15,287
Other expense       194
Total costs and expenses 33,035 42,288 98,955 121,746
Other income (loss):        
Change in fair value of servicing rights 3,960 57 9,606 (1,617)
Change in fair value of investment securities, net 3,249 22,476 (36,026) 56,431
Change in fair value of mortgage loans, net 1,982 22,433 22,805 48,841
Earnings (loss) from unconsolidated entities 358 253 30,504 3,601
Gain (loss) on sale of investments and other assets, net   20,700 7,433 21,640
(Loss) gain on derivative financial instruments, net 38 (6,376) (22,896) (16,761)
Foreign currency (loss) gain, net 26   2  
Loss on extinguishment of debt   (194)   (194)
Other income (loss), net 358   447  
Total other income 9,971 59,349 11,875 111,941
Income before income taxes 26,006 84,458 50,575 190,175
Income tax (provision) benefit 1,943 (1,794) 8,716 (4,090)
Net income 27,949 82,664 59,291 186,085
Net income attributable to Starwood Property Trust, Inc. (7,795) (4,219) (11,191) (4,121)
Net income attributable to Starwood Property Trust, Inc. 20,154 78,445 48,100 181,964
Operating segment | Property Segment        
Revenues:        
Rental income 63,925 72,251 191,452 215,098
Other revenues 48 125 228 291
Total revenues 63,973 72,376 191,680 215,389
Costs and expenses:        
Interest expense 16,180 19,020 49,243 57,142
General and administrative 1,094 2,170 3,453 5,394
Acquisition and investment pursuit costs     12  
Costs of rental operations 24,302 24,784 71,857 70,846
Depreciation and amortization 19,130 23,106 57,571 70,078
Other expense 95 46 432 1,353
Total costs and expenses 60,801 69,126 182,568 204,813
Other income (loss):        
Earnings (loss) from unconsolidated entities   223   (42,538)
(Loss) gain on derivative financial instruments, net (313) 5,900 (35,150) (3,957)
Foreign currency (loss) gain, net 14 (8) (53) (7)
Loss on extinguishment of debt     (2,185)  
Other income (loss), net (1)   240  
Total other income (300) 6,115 (37,148) (46,502)
Income before income taxes 2,872 9,365 (28,036) (35,926)
Income tax (provision) benefit       (258)
Net income 2,872 9,365 (28,036) (36,184)
Net income attributable to Starwood Property Trust, Inc. (5,072) (5,250) (15,294) (16,322)
Net income attributable to Starwood Property Trust, Inc. (2,200) 4,115 (43,330) (52,506)
Corporate        
Revenues:        
Other revenues       26
Total revenues       26
Costs and expenses:        
Management fees 22,596 29,829 85,257 74,924
Interest expense 27,040 29,142 83,670 84,878
General and administrative 3,436 3,184 11,105 10,429
Total costs and expenses 53,072 62,155 180,032 170,231
Other income (loss):        
(Loss) gain on derivative financial instruments, net 645 6,789 34,397 31,725
Loss on extinguishment of debt   (1,472)   (1,466)
Other income (loss), net       (73)
Total other income 645 5,317 34,397 30,186
Income before income taxes (52,427) (56,838) (145,635) (140,019)
Net income (52,427) (56,838) (145,635) (140,019)
Net income attributable to Starwood Property Trust, Inc. (52,427) (56,838) (145,635) (140,019)
LNR VIEs        
Revenues:        
Interest income from investment securities (33,421) (34,853) (90,618) (96,160)
Servicing fees (4,311) (4,007) (8,207) (13,902)
Other revenues (2) (3) (5) (24)
Total revenues (37,734) (38,863) (98,830) (110,086)
Costs and expenses:        
Management fees 13 28 46 122
Interest expense   (163) (162) (487)
General and administrative 84 78 251 258
Total costs and expenses 97 (57) 135 (107)
Other income (loss):        
Change in net assets related to consolidated VIEs 58,585 61,767 64,353 164,761
Change in fair value of servicing rights (3,326) (682) (11,934) (691)
Change in fair value of investment securities, net (17,059) (21,907) 47,972 (52,491)
Earnings (loss) from unconsolidated entities (339) (236) (1,216) (1,275)
Total other income 37,861 38,942 99,175 110,304
Income before income taxes 30 136 210 325
Net income 30 136 210 325
Net income attributable to Starwood Property Trust, Inc. $ (30) $ (136) $ (210) $ (325)
v3.20.2
Segment Data - Balance sheets (Details) - USD ($)
$ in Thousands
Sep. 30, 2020
Jun. 30, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Dec. 31, 2018
Assets:            
Cash and cash equivalents $ 379,870   $ 478,388      
Restricted cash 131,336   95,643      
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value) 10,918,652   10,586,074      
Loans held-for-sale 1,012,673   884,150      
Investment securities 745,113   810,238      
Properties, net 2,207,822   2,266,440      
Intangible assets 74,139   85,700      
Investment in unconsolidated entities 104,384   84,329      
Goodwill 259,846   259,846      
Derivative assets 64,825   28,943      
Accrued interest receivable 78,030   64,087      
Other assets 163,474   211,323      
Total Assets 80,617,639   78,042,336      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 201,491   212,006      
Related-party payable 22,096   40,925      
Dividends payable 138,264   137,427      
Derivative liabilities 13,452   8,740      
Secured financing agreements, net 9,615,892   8,906,048      
Collateralized loan obligations, net 929,931   928,060      
Unsecured senior notes, net 1,934,555   1,928,622      
Total Liabilities 75,731,946   72,905,322      
Starwood Property Trust, Inc. Stockholders' Equity:            
Common stock 2,918   2,874      
Additional paid-in capital 5,200,716   5,132,532      
Treasury stock (133,024)   (104,194)      
Accumulated other comprehensive income (loss) 42,285 $ 42,866 50,932 $ 52,377 $ 57,124 $ 58,660
Retained earnings (accumulated deficit) (599,014)   (381,719)      
Total Starwood Property Trust, Inc. Stockholders' Equity 4,513,881   4,700,425      
Non-controlling interests in consolidated subsidiaries 371,812   436,589      
Total Equity 4,885,693 $ 4,864,796 5,137,014 $ 4,913,014 $ 4,903,251 $ 4,900,189
Total Liabilities and Equity 80,617,639   78,042,336      
Infrastructure Lending Segment            
Assets:            
Goodwill 119,400   119,400      
Investing and Servicing Segment            
Assets:            
Goodwill 140,400   140,400      
Operating Segments and Corporate            
Assets:            
Cash and cash equivalents 379,122   477,167      
Restricted cash 131,336   95,643      
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value) 10,918,652   10,586,074      
Loans held-for-sale 1,012,673   884,150      
Investment securities 2,289,497   2,215,275      
Properties, net 2,207,822   2,266,440      
Intangible assets 112,320   111,947      
Investment in unconsolidated entities 120,750   104,966      
Goodwill 259,846   259,846      
Derivative assets 64,825   28,943      
Accrued interest receivable 79,406   64,893      
Other assets 163,471   211,330      
Total Assets 17,739,720   17,306,674      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 201,433   211,922      
Related-party payable 22,096   40,925      
Dividends payable 138,264   137,427      
Derivative liabilities 13,452   8,740      
Secured financing agreements, net 9,615,892   8,919,998      
Collateralized loan obligations, net 929,931   928,060      
Unsecured senior notes, net 1,934,555   1,928,622      
Total Liabilities 12,855,623   12,175,694      
Starwood Property Trust, Inc. Stockholders' Equity:            
Common stock 2,918   2,874      
Additional paid-in capital 5,200,716   5,132,532      
Treasury stock (133,024)   (104,194)      
Accumulated other comprehensive income (loss) 42,285   50,932      
Retained earnings (accumulated deficit) (599,014)   (381,719)      
Total Starwood Property Trust, Inc. Stockholders' Equity 4,513,881   4,700,425      
Non-controlling interests in consolidated subsidiaries 370,216   430,555      
Total Equity 4,884,097   5,130,980      
Total Liabilities and Equity 17,739,720   17,306,674      
Operating segment | Commercial and Residential Lending Segment            
Assets:            
Cash and cash equivalents 19,111   26,278      
Restricted cash 69,351   36,135      
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value) 9,373,503   9,187,332      
Loans held-for-sale 747,654   605,384      
Investment securities 1,152,362   992,974      
Properties, net 27,123   26,834      
Investment in unconsolidated entities 50,850   46,921      
Derivative assets 25,805   14,718      
Accrued interest receivable 72,344   45,996      
Other assets 24,705   59,170      
Total Assets 11,562,808   11,041,742      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 36,378   30,594      
Derivative liabilities 8,839   7,698      
Secured financing agreements, net 5,576,092   5,038,876      
Collateralized loan obligations, net 929,931   928,060      
Total Liabilities 6,551,240   6,005,228      
Starwood Property Trust, Inc. Stockholders' Equity:            
Additional paid-in capital 1,165,764   1,522,360      
Accumulated other comprehensive income (loss) 42,350   50,996      
Retained earnings (accumulated deficit) 3,803,336   3,463,158      
Total Starwood Property Trust, Inc. Stockholders' Equity 5,011,450   5,036,514      
Non-controlling interests in consolidated subsidiaries 118          
Total Equity 5,011,568   5,036,514      
Total Liabilities and Equity 11,562,808   11,041,742      
Operating segment | Infrastructure Lending Segment            
Assets:            
Cash and cash equivalents 994   2,209      
Restricted cash 31,515   41,967      
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value) 1,544,068   1,397,448      
Loans held-for-sale     119,528      
Investment securities 39,813   45,153      
Investment in unconsolidated entities 24,664   25,862      
Goodwill 119,409   119,409      
Derivative assets     7      
Accrued interest receivable 3,244   3,134      
Other assets 4,216   6,101      
Total Assets 1,767,923   1,760,818      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 8,545   6,443      
Derivative liabilities 1,516   750      
Secured financing agreements, net 1,243,001   1,217,066      
Total Liabilities 1,253,062   1,224,259      
Starwood Property Trust, Inc. Stockholders' Equity:            
Additional paid-in capital 509,848   529,668      
Retained earnings (accumulated deficit) 5,013   6,891      
Total Starwood Property Trust, Inc. Stockholders' Equity 514,861   536,559      
Total Equity 514,861   536,559      
Total Liabilities and Equity 1,767,923   1,760,818      
Operating segment | Property Segment            
Assets:            
Cash and cash equivalents 38,119   30,123      
Restricted cash 7,632   7,171      
Properties, net 1,983,124   2,029,024      
Intangible assets 41,946   47,303      
Derivative assets 54   3      
Accrued interest receivable     133      
Other assets 70,369   82,910      
Total Assets 2,141,244   2,196,667      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 49,758   48,370      
Secured financing agreements, net 1,793,731   1,698,334      
Total Liabilities 1,843,489   1,746,704      
Starwood Property Trust, Inc. Stockholders' Equity:            
Additional paid-in capital 115,246   208,650      
Retained earnings (accumulated deficit) (42,898)   5,431      
Total Starwood Property Trust, Inc. Stockholders' Equity 72,348   214,081      
Non-controlling interests in consolidated subsidiaries 225,407   235,882      
Total Equity 297,755   449,963      
Total Liabilities and Equity 2,141,244   2,196,667      
Operating segment | Investing and Servicing Segment            
Assets:            
Cash and cash equivalents 22,054   61,693      
Restricted cash 22,838   10,370      
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value) 1,081   1,294      
Loans held-for-sale 265,019   159,238      
Investment securities 1,097,322   1,177,148      
Properties, net 197,575   210,582      
Intangible assets 70,374   64,644      
Investment in unconsolidated entities 45,236   32,183      
Goodwill 140,437   140,437      
Derivative assets 1,250   7      
Accrued interest receivable 334   2,388      
Other assets 52,352   54,238      
Total Assets 1,915,872   1,914,222      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 35,796   73,021      
Related-party payable 5   5      
Derivative liabilities 3,097   292      
Secured financing agreements, net 614,055   574,507      
Total Liabilities 652,953   647,825      
Starwood Property Trust, Inc. Stockholders' Equity:            
Additional paid-in capital (124,805)   (123,210)      
Accumulated other comprehensive income (loss) (65)   (64)      
Retained earnings (accumulated deficit) 1,243,098   1,194,998      
Total Starwood Property Trust, Inc. Stockholders' Equity 1,118,228   1,071,724      
Non-controlling interests in consolidated subsidiaries 144,691   194,673      
Total Equity 1,262,919   1,266,397      
Total Liabilities and Equity 1,915,872   1,914,222      
Corporate            
Assets:            
Cash and cash equivalents 298,844   356,864      
Derivative assets 37,716   14,208      
Accrued interest receivable 3,484   13,242      
Other assets 11,829   8,911      
Total Assets 351,873   393,225      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 70,956   53,494      
Related-party payable 22,091   40,920      
Dividends payable 138,264   137,427      
Secured financing agreements, net 389,013   391,215      
Unsecured senior notes, net 1,934,555   1,928,622      
Total Liabilities 2,554,879   2,551,678      
Starwood Property Trust, Inc. Stockholders' Equity:            
Common stock 2,918   2,874      
Additional paid-in capital 3,534,663   2,995,064      
Treasury stock (133,024)   (104,194)      
Retained earnings (accumulated deficit) (5,607,563)   (5,052,197)      
Total Starwood Property Trust, Inc. Stockholders' Equity (2,203,006)   (2,158,453)      
Total Equity (2,203,006)   (2,158,453)      
Total Liabilities and Equity 351,873   393,225      
LNR VIEs            
Assets:            
Cash and cash equivalents 748   1,221      
Investment securities (1,544,384)   (1,405,037)      
Intangible assets (38,181)   (26,247)      
Investment in unconsolidated entities (16,366)   (20,637)      
Accrued interest receivable (1,376)   (806)      
Other assets 3   (7)      
Total Assets 62,877,919   60,735,662      
Liabilities:            
Accounts payable, accrued expenses and other liabilities 58   84      
Secured financing agreements, net     (13,950)      
Total Liabilities 62,876,323   60,729,628      
Starwood Property Trust, Inc. Stockholders' Equity:            
Non-controlling interests in consolidated subsidiaries 1,596   6,034      
Total Equity 1,596   6,034      
Total Liabilities and Equity 62,877,919   60,735,662      
Primary beneficiary            
Assets:            
Total Assets 64,477,475   62,187,175      
Liabilities:            
Total Liabilities 62,876,265   60,743,494      
Primary beneficiary | LNR VIEs            
Assets:            
Total Assets 64,477,475   62,187,175      
Liabilities:            
Total Liabilities $ 62,876,265   $ 60,743,494      
v3.20.2
Subsequent Events (Details) - USD ($)
$ in Thousands
1 Months Ended 9 Months Ended
Nov. 02, 2020
Oct. 31, 2020
Mar. 31, 2020
Sep. 30, 2020
Nov. 30, 2020
Secured Borrowings          
Subsequent Events          
Increase in available borrowings     $ 250,000    
Maximum Facility Size       $ 17,797,273  
2021 Senior Notes 3.63%          
Subsequent Events          
Interest rate (as a percent)       3.63%  
2021 Senior Notes 3.63% | LIBOR          
Subsequent Events          
Pricing margin (as a percent)       1.28%  
Term loan facility          
Subsequent Events          
Maximum borrowing capacity       $ 396,000  
Term loan facility | LIBOR          
Subsequent Events          
Pricing margin (as a percent)       2.50%  
Subsequent event | Commercial Portfolio Segment | Mortgage Loans          
Subsequent Events          
Proceeds from securitization   $ 253,000      
Securitization amount   231,800      
Subsequent event | Senior notes 5.50          
Subsequent Events          
Amount issued         $ 300,000
Interest rate (as a percent)         5.50%
Subsequent event | 2021 Senior Notes 3.63%          
Subsequent Events          
Amount of notes with conditional notices of redemption issued   500,000      
Amount of debt redeemed $ 250,000        
Amount of debt subject to redemption $ 250,000        
Amount issued   500,000      
Subsequent event | Term loan facility | Secured Borrowings          
Subsequent Events          
Increase in available borrowings   250,000      
Maximum borrowing capacity   $ 646,000      
Maturity period   6 years      
Subsequent event | Term loan facility | Secured Borrowings | LIBOR          
Subsequent Events          
Pricing margin (as a percent)   3.50%      
Subsequent event | Residential Repurchase Facility | Secured Borrowings          
Subsequent Events          
Maximum borrowing capacity   $ 350,000      
Maturity period   18 months      
Subsequent event | Residential Repurchase Facility | Secured Borrowings | One-month LIBOR          
Subsequent Events          
Interest rate (as a percent)   2.30%