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8-K/A - 8-K/A - STARWOOD PROPERTY TRUST, INC.a13-15170_18ka.htm
EX-15 - EX-15 - STARWOOD PROPERTY TRUST, INC.a13-15170_1ex15.htm
EX-99.1 - EX-99.1 - STARWOOD PROPERTY TRUST, INC.a13-15170_1ex99d1.htm

Exhibit 99.2

 

Unaudited Pro Forma Combined Financial Statements

as of March 31, 2013 and for the three months ended March 31, 2013

 

The following unaudited pro forma combined balance sheet as of March 31, 2013 and the unaudited pro forma combined statement of income for the three months ended March 31, 2013 are based on the historical financial statements of Starwood Property Trust, Inc. (“STWD” or the “Company”) and LNR Property LLC (“LNR”) after giving effect to STWD’s acquisition of approximately $859 million of LNR’s business. The remainder of the business was acquired by an investment fund controlled by an affiliate of STWD’s external manager.  The transaction was completed using the acquisition method of accounting and adjustments described in the accompanying notes to the unaudited pro forma combined financial statements have been made as if such acquisition had occurred as of March 31, 2013 for purposes of the unaudited pro forma combined balance sheet and as of January 1, 2013 for purposes of the unaudited pro forma combined income statement for the three months ended March 31, 2013.

 

The transaction is being accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification No. 805 (“ASC 805”), Business Combinations. Under the acquisition method of accounting, the total estimated cash purchase price of $859 million, together with the estimated fair value of the liabilities assumed in the transaction, is allocated to the tangible and intangible assets acquired, based on their estimated fair values. In preparing the accompanying unaudited pro forma combined financial statements, management has generally allocated its aggregate purchase consideration based upon (i) the amounts reported in the LNR historical financial statements for any assets that are reported at fair value in accordance with LNR’s historical accounting policies, or (ii) management’s preliminary estimates of fair value.  The allocation of the estimated purchase price is preliminary pending finalization of management’s estimates and/or adjusting for any differences between LNR’s estimate of the fair value of certain assets and that of STWD. Final purchase accounting adjustments may differ materially from the pro forma adjustments presented herein.

 

The unaudited pro forma combined financial statements are based upon available information, preliminary estimates and certain assumptions that we believe are reasonable in the circumstances, as set forth in the notes to the unaudited pro forma financial statements. The unaudited pro forma combined financial statements do not take into account any synergies or cost savings that may be realized as a result of the acquisition.

 

The unaudited pro forma combined financial statements are presented for informational purposes only and are not necessarily indicative of the future financial position or results of operations of the combined company or the combined financial position or the results of operations that would have been realized had the acquisition transaction been consummated during the period or as of the dates for which the unaudited pro forma combined financial statements are presented.

 

Certain conforming reclassification adjustments have been made to the STWD and LNR historical financial statement presentations. The pro forma financial information should be read in conjunction with, and is qualified by reference to STWD’s historical consolidated financial statements and notes thereto, and those of LNR, which are included herein.

 



 

Starwood Property Trust, Inc.

Unaudited Pro Forma

Combined Balance Sheet

March 31, 2013

(Amounts in thousands, except share and per share data)

 

 

 

Historical
STWD

3/31/13

 

Historical
LNR
3/31/13

 

LNR Pro Forma
Adjustments

 

STWD Pro
Forma
Adjustments

 

STWD
Pro Forma

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Cash & cash equivalents

 

$

173,074

 

$

225,105

 

$

(225,105

)(A)

$

(53,028

)(A)

$

120,046

 

Restricted cash

 

41,469

 

1,821

 

23,100

(B)

 

66,390

 

Loans held for investment

 

2,530,489

 

8,237

 

 

 

2,538,726

 

Loans held for sale

 

378,690

 

 

 

 

378,690

 

Loans held for sale at fair value

 

 

221,552

 

 

 

221,552

 

Loans transferred as secured borrowings

 

85,763

 

 

 

 

85,763

 

Mortgage-backed securities, available-for-sale

 

635,533

 

 

 

 

635,533

 

Investment securities, at fair value

 

 

71,018

 

 

 

71,018

 

Securities, held to maturity

 

 

37,190

 

 

 

 

 

37,190

 

Land held for investment

 

 

92,280

 

(92,280

)(C)

 

 

Investment in unconsolidated entities

 

 

230,033

 

(133,271

)(D)

 

96,762

 

Other investments

 

430,044

 

 

 

 

430,044

 

Receivable for securities sold

 

206,608

 

 

 

 

206,608

 

Derivative assets

 

14,933

 

4,367

 

 

 

19,300

 

Intangible assets - servicing rights

 

 

136,438

 

26,519

(E)

 

162,957

 

Other intangible assets acquired

 

 

 

12,800

(F)

 

12,800

 

Goodwill

 

 

237,538

 

(88,893

)(G)

 

148,645

 

Accrued interest

 

20,500

 

 

 

 

20,500

 

Other assets

 

56,675

 

35,867

 

(3,108

)(H)

7,122

(J)

96,556

 

Variable interest entity assets, at fair value

 

 

92,490,515

 

 

 

92,490,515

 

Total Assets

 

$

4,610,968

 

$

93,754,771

 

$

(480,238

)

$

(45,906

)

$

97,839,595

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Accounts payable, accrued expenses, and other liabilities

 

$

66,078

 

$

82,255

 

$

(18,016

)(I)

$

(5,400

)(N)

$

124,917

 

Related party payable

 

11,110

 

 

 

 

11,110

 

Dividends payable

 

60,147

 

 

 

 

60,147

 

Derivative liabilities

 

17,468

 

894

 

 

 

18,362

 

Secured financing agreements

 

1,027,820

 

137,532

 

 

300,000

(J)

1,465,352

 

Convertible senior notes

 

560,423

 

 

 

 

560,423

 

Loan transfer secured borrowings

 

87,523

 

 

 

 

87,523

 

Debts Payable

 

 

275,811

 

(222,783

)(A)

(53,028

)(A)

 

Variable interest entity liabilities, at fair value

 

 

92,151,320

 

 

 

92,151,320

 

Total Liabilities

 

1,830,569

 

92,647,812

 

(240,799

)

241,572

 

94,479,154

 

 

 

 

 

 

 

 

 

 

 

 

 

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, and 136,326,045 issued and 135,700,195 outstanding as of March 31, 2013

 

1,363

 

 

 

216

(K)

1,579

 

Additional paid in capital

 

2,754,491

 

 

 

582,730

(K)

3,337,221

 

Treasury stock (625,850 shares as of March 31, 2013)

 

(10,642

)

 

 

 

(10,642

)

Accumulated other comprehensive income

 

70,544

 

7,705

 

(7,705

)(L)

 

70,544

 

Members’ equity

 

 

509,255

 

(509,255

)(L)

 

 

(Accumulated deficit) retained earnings

 

(70,305

)

581,280

 

(581,280

)(L)

(11,623

)(M)

(81,928

)

 

 

 

 

 

 

 

 

 

 

 

 

Total STWD Stockholders’ Equity

 

2,745,451

 

 

 

571,323

 

3,316,774

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Members’ Equity

 

 

1,098,240

 

(1,098,240

)

 

 

Non-controlling interests in consolidated subsidiaries

 

34,948

 

8,719

 

 

 

43,667

 

Total Equity

 

2,780,399

 

1,106,959

 

(1,098,240

)

571,323

 

3,360,441

 

Total Liabilities & Equity

 

$

4,610,968

 

$

93,754,771

 

$

(1,339,039

)

$

812,895

 

$

97,839,595

 

 



 

Starwood Property Trust, Inc.

Unaudited Pro Forma

Combined Income Statement

Three months Ended March 31, 2013

(Amounts in thousands, except share and per share data)

 

 

 

Historical
STWD

 

Historical
LNR

 

LNR
Pro Forma
Adjustments

 

STWD
Pro Forma
Adjustments

 

STWD
Pro Forma

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Interest income from mortgage-backed securities

 

$

15,428

 

$

5,309

 

$

 

$

 

$

20,737

 

Interest income from loans

 

67,765

 

1,805

 

 

 

69,570

 

Servicing fees

 

 

43,158

 

 

 

43,158

 

Management fees

 

 

4,269

 

(3,783

)(A)

 

486

 

Rental income & other fees

 

 

318

 

(54

)(A)

 

264

 

Total revenues

 

83,193

 

54,859

 

(3,837

)

 

134,215

 

Costs and Expenses:

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

4,286

 

41,124

 

(3,019

)(A)

 

42,391

 

Management fees

 

14,275

 

 

 

6,963

(E)

21,238

 

Interest

 

16,987

 

4,889

 

(3,971

)(B)

2,879

(F)

20,784

 

Business combination costs

 

4,391

 

 

 

 

 

 

4,391

 

Investment pursuit costs

 

81

 

 

 

 

81

 

Cost of rental operations

 

 

274

 

(274

)(A)

 

 

Depreciation and amortization

 

 

1,157

 

447

(C)

 

1,604

 

Loan loss allowance

 

30

 

 

 

 

 

30

 

Total costs and expenses

 

40,050

 

47,444

 

(6,817

)

9,842

 

90,519

 

Income before other income (expense) and income taxes

 

43,143

 

7,415

 

2,980

 

(9,842

)

43,696

 

Income of consolidated VIEs, net

 

 

32,060

 

 

 

32,060

 

Equity in earnings and impairments of unconsolidated entities

 

 

348

 

1,445

(A)

 

1,793

 

Net gains on sales of investments

 

13,859

 

169

 

(169

)(A)

 

13,859

 

Net gains (losses) on derivative instruments

 

16,228

 

(379

)

 

 

15,849

 

Change in fair value of mortgages held for sale

 

 

16,722

 

 

 

16,722

 

Other-than-temporary impairments on mortgage-backed securities

 

(42

)

 

 

 

(42

)

Change in fair value of investment securities, at fair value

 

405

 

(7,544

)

 

 

(7,139

)

Change in fair value of servicing rights

 

 

(6,285

)

 

 

(6,285

)

Foreign currency (losses) gains

 

(7,666

)

392

 

 

 

(7,274

)

Other (expense) income, net

 

(1,726

)

1,415

 

(135

)(A)

 

(446

)

Income from continuing operations before income taxes

 

64,201

 

44,313

 

4,121

 

(9,842

)

102,793

 

Income tax (provision) benefit

 

(777

)

(1,122

)

(10,637

)(D) (F)

 

 

(12,536

)

Net income from continuing operations before non-controlling interests

 

63,424

 

43,191

 

(6,516

)

(9,842

)

90,257

 

Net (income) loss attributable to non-controlling interests

 

(1,181

)

(738

)

 

 

(1,919

)

Income from continuing operations

 

$

62,243

 

$

42,453

 

$

(6,516

)

$

(9,842

)

$

88,338

 

Diluted Earnings Per Share - As Previously Reported

 

$

0.46

 

 

 

 

 

 

 

 

 

Diluted Earnings Per Share - Pro Forma

 

 

 

 

 

 

 

 

 

$

0.56

(G)

 



 

Notes to Unaudited Pro Forma

Combined Financial Statements

 

1.              Description of Transaction

 

On April 19, 2013, Starwood Property Trust, Inc. (“STWD” or the “Company”) acquired, from the owners of LNR Property LLC (“LNR”), the following LNR business segments for a total cash purchase price of approximately $859 million. The remainder of the LNR businesses, totaling approximately $190 million, were acquired by an investment fund controlled by an affiliate of STWD’s external manager, and are not reflected herein:

 

·                                        U.S. Special Servicer — A U.S. special servicer of commercial loans with over $128.9 billion in loans under management and real estate owned as of March 31, 2013;

 

·                                        U.S. Investment Securities Portfolio — a portfolio of whole loans, CMBS and collateralized debt obligation (“CDO”) investments;

 

·                                        Archetype Mortgage Capital (“AMC”) — a commercial real estate conduit loan origination platform;

 

·                                        Archetype Financial Institution Services — an acquirer, manager, and servicer of portfolios of small balance commercial loans;

 

·                                        LNR Europe — consists of Hatfield Philips, a wholly-owned subsidiary that is an independent primary and special servicer in Europe, and a non-controlling interest in LNR European Investment Fund, a European CRE debt fund; and

 

·                                        Auction.com (“ADC”) — 50 percent of LNR’s interest in a real estate exchange selling residential and commercial real estate via auction.

 

2.              Funding Sources

 

STWD funded the acquisition of LNR with cash. In addition to the purchase price of $859 million described above, STWD incurred transaction and financing costs aggregating $24 million. The sources for the purchase price and transaction costs were as follows (amounts in thousands, except shares and share price):

 

Issuance of 21,602,594 shares of common stock, at an offering price of $26.985 (price of the common stock offering which priced on April 9, 2013)

 

$

582,946

 

Borrowings under term loan closed on April 19, 2013

 

300,000

 

Total Sources

 

$

882,946

 

 

3.              Fair value of assets acquired, liabilities assumed, and calculation of goodwill

 

In accordance with the guidelines for preparing pro forma financial statements, the total purchase price has been allocated in the accompanying unaudited pro forma combined financial statements based upon (i) the amounts reported in the LNR historical financial statements for any assets that are reported at fair value in accordance with LNR’s historical accounting policies, or (ii) management’s preliminary estimates of fair value.  The allocation to LNR’s tangible and intangible assets and liabilities under this methodology as if the transaction occurred as of March 31, 2013, is as follows (amounts in thousands):

 



 

Assets Acquired

 

 

 

Cash

 

$

 

Restricted cash

 

24,921

 

Mortgage loans held for investment

 

8,237

 

Mortgage loans held for sale

 

221,552

 

Investment securities

 

71,018

 

Investment in unconsolidated entities

 

96,762

 

Servicing rights

 

162,957

 

Net equity in variable interest entity assets (a)

 

339,195

 

Other intangible assets

 

12,800

 

Other assets, restricted cash, derivative assets, and accrued interest

 

37,126

 

Liabilities Assumed

 

 

 

Accounts payable,accrued expenses, and other liabilities

 

(65,134

)

Secured financing arrangements

 

(137,532

)

Debts payable

 

(53,028

)

Non-controlling interests

 

(8,719

)

Net assets acquired

 

$

710,155

 

 


(a)         Represents the excess fair value of variable interest entity assets of $92,490,515 over variable interest entity liabilities of $92,151,320.

 

Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets acquired and liabilities assumed. This determination of goodwill is preliminary, and is subject to change when the evaluation is complete. A preliminary determination of the goodwill is as follows (amounts in thousands):

 

Total purchase price

 

$

858,800

 

Preliminary estimate of the fair value of the net assets acquired

 

(710,155

)

Goodwill

 

$

148,645

 

 

4.              Pro Forma Adjustments

 

The accompanying unaudited pro forma combined financial statements have been prepared as if the acquisition had occurred as of March 31, 2013 for balance sheet purposes and as of January 1, 2013 for income statement purposes and reflect the following pro forma adjustments (amounts in thousands, except share and per share amounts):

 

Pro Forma Unaudited Combined Balance Sheet as of March 31, 2013:

 

(A)       Reflects (i) the required repayment of an LNR credit facility in connection with the transaction, which had an outstanding balance of $268,125 as of March 31, 2013,  (ii) in LNR column an adjustment to eliminate $10,008 of cash related to the portion of LNR that STWD did not acquire, and (iii) in LNR column an adjustment to eliminate $7,686 of debts payable which STWD did not assume.

 

(B)       Adjustment to add the estimated funds that were required to be transferred to a trust in connection with the transaction, with such funds being reserved for future distributions to certain LNR employees to the extent that they voluntarily continue their employment for a period of nine months subsequent to the transaction closing.

 

(C)       Adjustment to eliminate LNR’s investments in land and land development, which STWD did not acquire.

 

(D)       Net adjustment to eliminate LNR’s investments in unconsolidated entities which STWD did not acquire, and to reflect the fair value of LNR’s investments in unconsolidated entities that STWD acquired.  The aggregate estimated fair value of the investments acquired is $96.8 million, which is principally comprised of 50% of LNR’s non-controlling equity investment in Auction.com and its non-controlling interest in a European debt venture.

 

(E)        Represents an adjustment to reflect the estimated fair value of the portion of special servicing rights that STWD acquired that were not reported at fair value in LNR’s March 31, 2013 balance sheet.

 

(F)         Adjustment reflects the estimated fair value of the other intangible assets acquired, including internally developed technology, customer relationships, and other contracts and arrangements.

 

(G)       Represents goodwill related to the transaction. See Note 3 to these unaudited pro forma combined financial statements.

 

(H)      Represents an adjustment to reflect the estimated fair value of other assets that STWD acquired.

 

(I)           Adjustments to eliminate the accounts payable and accrued liabilities, and other liabilities, respectively, related to the commercial property division of LNR that STWD did not assume.

 

(J)           In connection with closing the acquisition, STWD entered into a $300 million term loan facility that has a seven year term and an expected interest rate of 3.5% and an overall borrowing cost of 3.84% per annum. In addition, the fees to obtain the facility were $7,122, which are reflected as an adjustment to other assets.

 

(K)      Represents the assumed issuance of 21,602,594 shares of STWD common stock, at an offering price of $26.985 (the price of the common stock offering which priced on April 9, 2013), as described in Note 2 to the unaudited pro forma combined financial statements.

 

(L)        Adjustment represents the elimination of LNR’s historical equity in combination.

 

(M)    Represents the estimated total third party costs not already accrued and incurred through March 31 2013, such as merger and acquisition fees to STWD’s advisor on the transaction, as well as legal, accounting, and other third party due diligence costs. All such costs are required to be expensed immediately in the income statement under ASC 805. As required by the pro forma financial statement guidelines, such amounts have not been reflected in the unaudited pro forma combined income statement for the three months ended March 31, 2013 as they do not have a recurring impact on net income, but are reflected as an adjustment to Accumulated deficit in the March 31, 2013 unaudited pro forma combined balance sheet.

 

(N)       Represents the payment of business combination costs that were accrued as of March 31, 2013 in the STWD balance sheet.

 



 

Pro Forma Unaudited Combined Income Statement for the Three months Ended March 31, 2013:

 

(A)       Adjustment represents the elimination of revenues, expenses, and gains related to the commercial property division of LNR, which STWD did not acquire.

 

(B)       Adjustment represents the elimination of interest expense related to borrowings under an LNR credit facility that is required to be repaid in connection with the transaction. See discussion of the debt repayment in Note (A) to the pro forma combined balance sheet.

 

(C)       Represents an adjustment to increase depreciation and amortization based upon the preliminary estimates of fair value of certain tangible and intangible assets, as disclosed in Note 3 to the unaudited combined pro forma financial statements.

 

(D)       STWD has previously elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. Accordingly, STWD is not subject to federal income tax as long as certain asset, income, dividend distribution and stock ownership tests are met. A REIT’s net income from prohibited transactions is subject to a 100% penalty tax.  STWD intends to conduct certain of the business activities that will be acquired from LNR in one or more taxable REIT subsidiaries (“TRSs”), primarily the loan servicing and loan conduit operations, as well as its investment in ADC.  Certain investments may be made and activities conducted in a TRS that (i) may otherwise be subject to the prohibited transactions tax and (ii) may not be favorably treated for purposes of complying with the various requirements for REIT qualification. The income, if any, within a TRS is subject to federal and state income taxes applicable to domestic C corporations.  This adjustment represents the estimated additional income tax expense that would have been incurred had STWD conducted such activities in TRS entities during the three months ended March 31, 2013, based upon statutory rates.  This adjustment has been made for pro forma financial statement purposes only, and does not represent income tax obligations that will be assumed or paid by STWD in connection with the transaction, or income taxes that will be incurred in the future.

 

(E)        Represents an adjustment to add the incremental base management and incentive fees that would be incurred as a result of the assumed equity offering as described in Note 2 to the unaudited combined pro forma financial statements and Note (K) to the unaudited combined pro forma balance sheet, as well as LNR’s operating results for the three months ended March 31, 2013.

 

The base management fee is calculated as follows:

 

Assumed proceeds from equity raise

 

$

582,946

 

Annual base management fee rate

 

1.50

%

Annual base management fee (on annual basis)

 

$

8,744

 

Annual base management fee (for one quarter)

 

$

2,186

 

 

The incremental incentive fee adjustment of $4,841 represents the additional incentive fee that would have been incurred if the assumed equity issuance described in footnote (K) of the notes to the unaudited pro forma combined balance sheet had occurred on January 1, 2013, and the Core earnings of LNR, calculated using the amounts in LNR’s income statement for the three months ended March 31, 2013 in accordance with the STWD definition, were both incorporated into STWD’s historical Core earnings computation in the fourth quarter of 2013.  Refer to note 9 of STWD’s 2013 consolidated financial statements for a description of the incentive fee terms.

 

(F)         As disclosed in Note (J) to the unaudited combined pro forma balance sheet, STWD entered into a $300 million term loan facility that has a seven year term and an expected interest rate of 3.5% and an overall borrowing cost of 3.84% per annum in connection with closing the LNR acquisition. 

 



 

(G)       Represents the pro forma combined earnings per share, including the impact of the common equity issuance that is assumed in Note 2 to the combined pro forma financial statements, calculated as follows (amounts in thousands except for share and per share amounts):

 

 

 

As Reported

 

Pro Forma

 

Income from continuing operations attributable to Starwood Property Trust, Inc.

 

$

62,243

 

$

88,338

 

Income allocated to participating securities

 

(454

)

(454

)

Numerator for basic and diluted earnings per share

 

$

61,789

 

$

87,884

 

Weighted average shares used in diluted earnings per share

 

135,479,543

 

157,082,137

 

Diluted income per share

 

$

0.46

 

$

0.56