Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-15371 | |
Entity Registrant Name | Safehold Inc. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 95-6881527 | |
Entity Address, Address Line One | 1114 Avenue of the Americas | |
Entity Address, Address Line Two | 39th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 212 | |
Local Phone Number | 930-9400 | |
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 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | SAFE | |
Security Exchange Name | NYSE | |
Common Stock, Shares, Outstanding | 71,066,380 | |
Entity Central Index Key | 0001095651 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
ASSETS | |||
Net investment in sales-type leases ($468 and $0 of allowances as of September 30, 2023 and December 31, 2022, | [1] | $ 3,182,592 | $ 3,106,599 |
Ground Lease receivables, net ($318 and $0 of allowances as of September 30, 2023 and December 31, 2022, respectively) | [1] | 1,563,670 | 1,374,716 |
Real estate, at cost | [1] | 744,571 | 740,971 |
Less: accumulated depreciation | [1] | (38,892) | (34,371) |
Real estate, net | [1] | 705,679 | 706,600 |
Real estate-related intangible assets, net | [1] | 212,771 | 217,795 |
Real estate available and held for sale | 7,216 | ||
Total real estate, net, real estate-related intangible assets, net and real estate available and held for sale | [1] | 925,666 | 924,395 |
Loans receivable, net - related party ($2,421 of allowances as of September 30, 2023) | [1] | $ 112,088 | |
Financing Receivable, after Allowance for Credit Loss, Related Party, Type | Related party | ||
Equity investments | [1] | $ 287,118 | 180,388 |
Cash and cash equivalents | [1] | 11,483 | 20,066 |
Restricted cash | [1] | 27,978 | 28,324 |
Deferred tax asset, net | 7,173 | ||
Deferred operating lease income receivable | [1] | 172,284 | 148,870 |
Deferred expenses and other assets, net | [1],[2] | 153,139 | 67,564 |
Total assets | [1] | 6,443,191 | 5,850,922 |
Liabilities: | |||
Accounts payable, accrued expenses and other liabilities | [1],[3] | 122,986 | 100,357 |
Real estate-related intangible liabilities, net | [1] | 63,963 | 64,591 |
Debt obligations, net | [1] | 3,937,827 | 3,521,359 |
Total liabilities | [1] | 4,124,776 | 3,686,307 |
Commitments and contingencies (refer to Note 9) | [1] | ||
Redeemable noncontrolling interests (refer to Note 3) | [1] | 19,011 | 19,011 |
Safehold Inc. shareholders' equity: | |||
Common stock, $0.01 par value, 400,000 shares authorized, 71,066 and 62,397 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | [1] | 710 | 624 |
Additional paid-in capital | [1] | 2,183,034 | 1,986,417 |
Retained earnings | [1] | 19,124 | 151,226 |
Accumulated other comprehensive income | [1] | 61,459 | 3,281 |
Total Safehold Inc. shareholders' equity | [1] | 2,264,327 | 2,141,548 |
Noncontrolling interests | [1] | 35,077 | 4,056 |
Total equity | [1] | 2,299,404 | 2,145,604 |
Total liabilities, redeemable noncontrolling interests and equity | [1] | $ 6,443,191 | $ 5,850,922 |
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). As of September 30, 2023, includes $7.1 million due from related parties. As of December 31, 2022, includes $8.5 million due to related parties. |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Net investment in sales-type leases, allowances | $ 468 | $ 0 | |
Ground Lease receivables, allowances | 318 | $ 0 | |
Loans receivable, net - related party, allowances | $ 2,421 | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, shares authorized (in shares) | 400,000 | 400,000 | |
Common stock, shares issued (in shares) | 71,066 | 62,397 | |
Common stock, shares outstanding (in shares) | 71,066 | 62,397 | |
Deferred expenses and other assets, net | [1],[2] | $ 153,139 | $ 67,564 |
Accounts payable, accrued expenses and other liabilities | [2],[3] | 122,986 | 100,357 |
Related party | |||
Deferred expenses and other assets, net | $ 7,100 | ||
Accounts payable, accrued expenses and other liabilities | $ 8,500 | ||
[1] As of September 30, 2023, includes $7.1 million due from related parties. Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). As of December 31, 2022, includes $8.5 million due to related parties. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Revenues: | |||||
Interest income from sales-type leases | [1] | $ 59,130 | $ 54,736 | $ 174,350 | $ 146,014 |
Operating lease income | 16,715 | 16,507 | 54,366 | 49,925 | |
Interest income - related party | [2] | 2,381 | 4,762 | ||
Other income | [3] | 7,335 | 453 | 16,073 | 1,004 |
Total revenues | 85,561 | 71,696 | 249,551 | 196,943 | |
Costs and expenses: | |||||
Interest expense | 46,553 | 35,463 | 133,482 | 91,050 | |
Real estate expense | 1,001 | 866 | 3,219 | 2,272 | |
Depreciation and amortization | 2,519 | 2,407 | 7,444 | 7,215 | |
General and administrative | [4] | 17,860 | 9,551 | 51,843 | 29,203 |
Impairment of goodwill | 145,365 | 145,365 | |||
Provision for credit losses | 336 | 2,625 | |||
Other expense | 2,169 | 6,073 | 17,532 | 6,777 | |
Total costs and expenses | 215,803 | 54,360 | 361,510 | 136,517 | |
Gain on sale of net investment in lease | 55,811 | 55,811 | |||
Income (loss) from operations before other items | (130,242) | 73,147 | (111,959) | 116,237 | |
Earnings from equity method investments | 7,451 | 2,244 | 16,520 | 6,772 | |
Net income (loss) before income taxes | (122,791) | 75,391 | (95,439) | 123,009 | |
Income tax expense | (55) | (580) | |||
Net income (loss) | (122,846) | 75,391 | (96,019) | 123,009 | |
Net (income) attributable to noncontrolling interests | (123) | (9,314) | (138) | (9,381) | |
Net income (loss) attributable to Safehold Inc. common shareholders | $ (122,969) | $ 66,077 | $ (96,157) | $ 113,628 | |
Net income (loss) | |||||
Basic (dollars per share) | $ (1.81) | $ 1.04 | $ (1.47) | $ 1.83 | |
Diluted (dollars per shares) | $ (1.81) | $ 1.04 | $ (1.47) | $ 1.83 | |
Weighted average number of common shares: | |||||
Basic (in shares) | 67,979 | 63,393 | 65,214 | 61,991 | |
Diluted (in shares) | 67,979 | 63,393 | 65,214 | 61,991 | |
[1] For the nine months ended September 30, 2022, the Company recorded $2.1 million of “Interest income from sales-type leases” in its consolidated statements of operations from Ground Leases with iStar Inc. (“iStar”). Refer to Note 3. For the three and nine months ended September 30, 2023, includes $6.0 million and $13.2 million, respectively, of management fees from related parties. For the three months ended September 30, 2023 and 2022, includes $7.5 million and $8.5 million, respectively, of general and administrative expenses incurred to related parties that includes management fees and expense reimbursements to the Former Manager (refer to Note 1) and equity-based compensation (including equity-based compensation to employees). For the nine months ended September 30, 2023 and 2022, includes $28.5 million and $25.8 million, respectively, of general and administrative expenses incurred to related parties that includes management fees, expense reimbursements to the Former Manager (refer to Note 1) and equity-based compensation (including equity-based compensation to employees). |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Interest income from sales-type leases | [1] | $ 59,130 | $ 54,736 | $ 174,350 | $ 146,014 |
Other Income | [2] | 7,335 | 453 | 16,073 | 1,004 |
General and administrative | [3] | 17,860 | 9,551 | 51,843 | 29,203 |
Related party | |||||
Interest income from sales-type leases | 2,100 | ||||
General and administrative | 7,500 | $ 8,500 | 28,500 | $ 25,800 | |
Related party | Management fees | |||||
Other Income | $ 6,000 | $ 13,200 | |||
[1] For the nine months ended September 30, 2022, the Company recorded $2.1 million of “Interest income from sales-type leases” in its consolidated statements of operations from Ground Leases with iStar Inc. (“iStar”). For the three and nine months ended September 30, 2023, includes $6.0 million and $13.2 million, respectively, of management fees from related parties. For the three months ended September 30, 2023 and 2022, includes $7.5 million and $8.5 million, respectively, of general and administrative expenses incurred to related parties that includes management fees and expense reimbursements to the Former Manager (refer to Note 1) and equity-based compensation (including equity-based compensation to employees). For the nine months ended September 30, 2023 and 2022, includes $28.5 million and $25.8 million, respectively, of general and administrative expenses incurred to related parties that includes management fees, expense reimbursements to the Former Manager (refer to Note 1) and equity-based compensation (including equity-based compensation to employees). |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (122,846) | $ 75,391 | $ (96,019) | $ 123,009 |
Other comprehensive income: | ||||
Reclassification of (gains) losses on derivatives into earnings | (1,494) | 943 | (1,454) | 2,945 |
Unrealized gain on derivatives | 53,834 | 18,587 | 59,632 | 29,615 |
Other comprehensive income | 52,340 | 19,530 | 58,178 | 32,560 |
Comprehensive income (loss) | (70,506) | 94,921 | (37,841) | 155,569 |
Comprehensive (income) attributable to noncontrolling interests | (123) | (9,314) | (138) | (9,381) |
Comprehensive income (loss) attributable to Safehold Inc. | $ (70,629) | $ 85,607 | $ (37,979) | $ 146,188 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Cumulative Effect, Period of Adoption, Adjustment | Total | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Net income | $ 658 | |||||||||
Contributions from noncontrolling interests | 18,829 | |||||||||
Additional paid in capital attributable to redeemable noncontrolling interests | 171 | |||||||||
Balance at the end of the period at Sep. 30, 2022 | 19,658 | |||||||||
Balance at the beginning of the period at Dec. 31, 2021 | $ 566 | $ 1,663,324 | $ 59,368 | $ (40,980) | $ 2,924 | 1,685,202 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 113,628 | 8,723 | 122,351 | |||||||
Issuance of common stock, net / amortization | 56 | 318,002 | 385 | 318,443 | ||||||
Dividends declared | (32,521) | (32,521) | ||||||||
Change in accumulated other comprehensive income (loss) | 32,560 | 32,560 | ||||||||
Contributions from noncontrolling interests | 18 | 18 | ||||||||
Distributions to noncontrolling interests | (33) | (33) | ||||||||
Additional paid in capital attributable to redeemable noncontrolling interests | (171) | (171) | ||||||||
Balance at the end of the period at Sep. 30, 2022 | 622 | 1,981,155 | 140,475 | (8,420) | 12,017 | 2,125,849 | ||||
Balance at the beginning of the period at Jun. 30, 2022 | 19,000 | |||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||
Net income | 658 | |||||||||
Balance at the end of the period at Sep. 30, 2022 | 19,658 | |||||||||
Balance at the beginning of the period at Jun. 30, 2022 | 621 | 1,975,933 | 85,405 | (27,950) | 3,320 | 2,037,329 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 66,077 | 8,656 | 74,733 | |||||||
Issuance of common stock, net / amortization | 1 | 5,222 | 52 | 5,275 | ||||||
Dividends declared | (11,007) | (11,007) | ||||||||
Change in accumulated other comprehensive income (loss) | 19,530 | 19,530 | ||||||||
Distributions to noncontrolling interests | (11) | (11) | ||||||||
Balance at the end of the period at Sep. 30, 2022 | 622 | 1,981,155 | 140,475 | (8,420) | 12,017 | 2,125,849 | ||||
Balance at the beginning of the period at Dec. 31, 2022 | [1] | 19,011 | ||||||||
Balance at the end of the period at Sep. 30, 2023 | [1] | 19,011 | ||||||||
Balance at the beginning of the period at Dec. 31, 2022 | 624 | 1,986,417 | $ (640) | 151,226 | 3,281 | 4,056 | $ (640) | 2,145,604 | [1] | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (96,157) | 138 | (96,019) | |||||||
Issuance of common stock, net / amortization | 74 | 162,484 | 982 | 163,540 | ||||||
Dividends declared | (35,305) | (35,305) | ||||||||
Change in accumulated other comprehensive income (loss) | 58,178 | 58,178 | ||||||||
Contributions from noncontrolling interests | (1,443) | 30,439 | 28,996 | |||||||
Distributions to noncontrolling interests | (538) | (538) | ||||||||
Merger consideration (refer to Note 1 and Note 3) | 12 | 35,576 | 35,588 | |||||||
Balance at the end of the period at Sep. 30, 2023 | 710 | 2,183,034 | 19,124 | 61,459 | 35,077 | 2,299,404 | [1] | |||
Balance at the beginning of the period at Jun. 30, 2023 | 19,011 | |||||||||
Balance at the end of the period at Sep. 30, 2023 | [1] | 19,011 | ||||||||
Balance at the beginning of the period at Jun. 30, 2023 | 639 | 2,034,678 | 154,826 | 9,119 | 34,480 | 2,233,742 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | (122,969) | 123 | (122,846) | |||||||
Issuance of common stock, net / amortization | 71 | 148,356 | 485 | 148,912 | ||||||
Dividends declared | (12,733) | (12,733) | ||||||||
Change in accumulated other comprehensive income (loss) | 52,340 | 52,340 | ||||||||
Distributions to noncontrolling interests | (11) | (11) | ||||||||
Balance at the end of the period at Sep. 30, 2023 | $ 710 | $ 2,183,034 | $ 19,124 | $ 61,459 | $ 35,077 | $ 2,299,404 | [1] | |||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Equity - Parenthetical - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared, per share (usd per share) | $ 0.177 | $ 0.177 | $ 0.531 | $ 0.524 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (96,019) | $ 123,009 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 7,444 | 7,215 |
Stock-based compensation expense | 20,127 | 1,518 |
Deferred operating lease income | (23,415) | (23,694) |
Non-cash interest income from sales-type leases | (62,139) | (53,555) |
Non-cash interest expense | 10,216 | 8,806 |
Amortization of real estate-related intangibles, net | 1,729 | 1,729 |
Impairment of goodwill | 145,365 | |
Provision for credit losses | 2,625 | |
Earnings from equity method investments | (16,520) | (6,772) |
Distributions from operations of equity method investments | 4,591 | 1,510 |
Gain on sale of net investment in lease | (55,811) | |
Amortization of premium, discount and deferred financing costs on debt obligations, net | 5,454 | 4,039 |
Non-cash management fees | 5,199 | 14,950 |
Other operating activities | 408 | 3,486 |
Changes in assets and liabilities: | ||
Changes in deferred expenses and other assets, net | (168) | 10,646 |
Changes in accounts payable, accrued expenses and other liabilities | (12,568) | 15,071 |
Cash flows (used in) provided by operating activities | (7,671) | 52,147 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (10,817) | |
Origination/acquisition of net investment in sales-type leases and Ground Lease receivables | (203,364) | (1,210,274) |
Origination of loans receivable, net | (114,450) | |
Payment for merger consideration | (88,685) | |
Cash and cash equivalents acquired upon merger | 3,213 | |
Contributions to equity method investments | (33,560) | (7) |
Funding reserves received from Ground Lease tenant net of disbursements | (218) | 30,071 |
Net proceeds received from sale of real estate available and held for sale | 1,631 | |
Net proceeds from sale of net investment in lease | 135,529 | |
Deposits on Ground Lease investments | (112) | (2,250) |
Other investing activities | (3,588) | (679) |
Cash flows used in investing activities | (449,950) | (1,047,610) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 151,940 | 309,160 |
Proceeds from debt obligations | 458,000 | 1,770,000 |
Repayments of debt obligations | (145,000) | (1,005,000) |
Payments for deferred financing costs | (4,618) | (5,110) |
Dividends paid to common shareholders | (33,459) | (31,182) |
Payment of offering costs | (8,071) | (5,190) |
Payments for withholding taxes upon vesting of stock-based compensation | (970) | |
Distributions to noncontrolling interests | (538) | (33) |
Contributions from noncontrolling interests | 30,439 | |
Contributions from redeemable noncontrolling interests | 19,000 | |
Other financing activities | (1) | (153) |
Cash flows provided by financing activities | 448,692 | 1,050,522 |
Changes in cash, cash equivalents and restricted cash | (8,929) | 55,059 |
Cash, cash equivalents and restricted cash at beginning of period | 48,390 | 38,516 |
Cash, cash equivalents and restricted cash at end of period | $ 39,461 | $ 93,575 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Reconciliation of cash and cash equivalents and restricted cash presented on the consolidated statements of cash flows | |||
Cash and cash equivalents | $ 11,483 | [1] | $ 35,574 |
Restricted cash | 27,978 | [1] | 58,001 |
Total cash and cash equivalents and restricted cash | 39,461 | 93,575 | |
Supplemental disclosure of non-cash investing and financing activity: | |||
Debt obligations assumed (refer to Note 3) | 99,995 | ||
Issuance of common stock for acquisition of assets (refer to Note 3) | 35,588 | ||
Non-cash interest accrued to debt balances | 2,014 | ||
Dividends declared to common shareholders | 12,882 | $ 11,011 | |
Accrued offering costs | $ 530 | ||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Business and Organization
Business and Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Note 1—Business and Organization Business The Company operates its business through one reportable segment by acquiring, managing and capitalizing ground leases. The Company also manages entities focused on ground leases (refer to Note 6) and a wholly-owned subsidiary of the Company serves as external manager to Star Holdings (“Star Holdings”), a Maryland statutory trust that holds the legacy non-ground lease assets previously held by iStar. Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder. Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”). Under a Ground Lease, the tenant is generally responsible for all property operating expenses, such as maintenance, real estate taxes and insurance and is also responsible for development costs and capital expenditures. Ground Leases are typically long-term (base terms ranging from 30 The Company intends to target investments in long-term Ground Leases in which: (i) the initial cost of its Ground Lease represents 30% to 45% of the combined value of the land and buildings and improvements thereon as if there was no Ground Lease on the land (“Combined Property Value”); (ii) the ratio of property net operating income to the Ground Lease payment due the Company (“Ground Rent Coverage”) is between 2.0x to 4.5x, and for this purpose the Company uses estimates of the stabilized property net operating income if it does not receive current tenant information and for properties under construction or in transition, in each case based on leasing activity at the property and available market information, including leasing activity at comparable properties in the relevant market; and (iii) the Ground Lease contains contractual rent escalation clauses or percentage rent that participates in gross revenues generated by the commercial real estate on the land. As a Ground Lease lessor, the Company typically has the right to regain possession of its land and take ownership of the buildings and improvements thereon upon tenant default and the termination of the Ground Lease on account of such default. The Company believes that the Ground Lease structure provides an opportunity for potential value accretion through the reversion to the Company, as the Ground Lease owner, of the buildings and improvements on the land at the expiration or earlier termination of the lease, for no additional consideration from the Company. Prior to the Merger, Old SAFE was managed by SFTY Manager, LLC (the “Former Manager”), a wholly-owned subsidiary of iStar, pursuant to a management agreement. Old SAFE had no employees, as the Former Manager provided all services to it. Old SAFE relied on the extensive investment origination and sourcing platform of its Former Manager to actively promote the benefits of the Ground Lease structure to prospective Ground Lease tenants. Subsequent to the Merger, the Company is internally managed. Organization As part of a restructuring in connection with the Merger (the “Caret Restructuring”), Safehold Operating Partnership LP converted into a Delaware limited liability company and renamed itself “Safehold GL Holdings LLC” (“Portfolio Holdings”), with the Company as its managing member. The Company conducts all of its business and owns all of its properties through Portfolio Holdings. In addition, holders of Caret units in Old SAFE’s subsidiary, Caret Ventures LLC (“Caret Ventures”), contributed their interests in Caret Ventures to Portfolio Holdings in return for Caret units issued by Portfolio Holdings. Following the restructuring, 100% of the equity interests in Caret Ventures is held by Portfolio Holdings. The Company, management of the Company, employees and former employees of the Company, affiliates of MSD Partners (as defined below) and other outside investors own the issued and outstanding equity of Portfolio Holdings. Merger Transaction The Company considered the following relevant facts for this determination: ● At the time of the Merger closing, Old SAFE shareholders, excluding the Old SAFE shares held directly by iStar, members of iStar management and Star Holdings, control a majority of the voting interests in the Company and the combined company operates under the name “Safehold Inc.;” ● The composition of the combined company’s board of directors, which includes three directors from Old SAFE, two directors from iStar, and two management members of both Old SAFE and iStar; ● Old SAFE was the larger entity by size when comparing the key metrics of total assets, total revenue and net income (loss) from continuing operations and allocable to common shareholders; and ● Substantially all of the assets and liabilities of the Company consist of the historical assets and liabilities of Old SAFE, and the go-forward business plan of the Company is to conduct the Ground Lease business conducted by Old SAFE prior to the Merger. As a result, the historical financial statements of Old SAFE become the historical financial statements of the Company. Immediately before the closing of the Merger, iStar separated its remaining legacy non-ground lease assets and businesses, approximately $50.0 million of cash, exclusive of working capital reserves and restricted cash, and approximately 13.5 million shares of Old SAFE common stock into Star Holdings by distributing to iStar’s stockholders, on a pro rata basis, the issued and outstanding equity interests of Star Holdings (the “Spin-Off”). Other Merger related transactions On August 10, 2022, iStar entered into an agreement (the “MSD Stock Purchase Agreement”) with MSD Partners, L.P. (“MSD Partners”) pursuant to which MSD Partners agreed to purchase 5,405,406 shares of Old SAFE’s common stock then owned by iStar (the “MSD Stock Purchase”) for an aggregate purchase price of approximately $200 million, or $37.00 per share, payable in cash. The MSD Stock Purchase closed on March 31, 2023, shortly before the closing of the Merger. MSD Partners has the right to designate an observer to the board of directors of the Company, a top-up right on future equity issuances (subject to certain exceptions) and registration rights. MSD Partners will be subject to a customary standstill and certain restrictions on sales of its shares of the Company’s common stock. On August 10, 2022, MSD Partners also agreed to purchase 100,000 Caret units (refer to Note 11) from the Company for an aggregate purchase price of $20.0 million (the “MSD Caret Purchase”). MSD Partners received a credit against their purchase price for Caret units equal to the amount they would have received had they held Caret units at the time of a December 2022 distribution to other Caret unit holders, which was equal to $0.6 million. The closing of the MSD Caret Purchase took place in conjunction with the closing of the Merger on March 31, 2023. Star Holdings was capitalized in part with an 8.0%, four-year term loan from the Company having an initial principal amount of $115.0 million, as well as SOFR plus 3.00% bank debt with an initial principal balance of $140.0 million from Morgan Stanley Bank, N.A. which is secured by approximately 13.5 million shares of the Company (refer to Note 4). In connection with the Spin-Off, Safehold Management Services Inc. (“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, entered into a management agreement with Star Holdings effective as of March 31, 2023, pursuant to which SpinCo Manager will continue to operate and pursue the orderly monetization of Star Holding’s assets. Star Holdings will pay SpinCo Manager an annual management fee of $25.0 million in year one, $15.0 million in year two, $10.0 million in year three and $5.0 million in year four and 2.0% of the gross book value of Star Holdings’ assets, excluding shares of the Company’s common stock, for each annual term thereafter. The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws. Note 2—Basis of Presentation and Principles of Consolidation Basis of Presentation The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year. Principles of Consolidation Consolidated VIEs non-recourse to the Company and can only be satisfied from each VIE’s respective assets. The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of September 30, 2023. |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Note 1—Business and Organization Business The Company operates its business through one reportable segment by acquiring, managing and capitalizing ground leases. The Company also manages entities focused on ground leases (refer to Note 6) and a wholly-owned subsidiary of the Company serves as external manager to Star Holdings (“Star Holdings”), a Maryland statutory trust that holds the legacy non-ground lease assets previously held by iStar. Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder. Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”). Under a Ground Lease, the tenant is generally responsible for all property operating expenses, such as maintenance, real estate taxes and insurance and is also responsible for development costs and capital expenditures. Ground Leases are typically long-term (base terms ranging from 30 The Company intends to target investments in long-term Ground Leases in which: (i) the initial cost of its Ground Lease represents 30% to 45% of the combined value of the land and buildings and improvements thereon as if there was no Ground Lease on the land (“Combined Property Value”); (ii) the ratio of property net operating income to the Ground Lease payment due the Company (“Ground Rent Coverage”) is between 2.0x to 4.5x, and for this purpose the Company uses estimates of the stabilized property net operating income if it does not receive current tenant information and for properties under construction or in transition, in each case based on leasing activity at the property and available market information, including leasing activity at comparable properties in the relevant market; and (iii) the Ground Lease contains contractual rent escalation clauses or percentage rent that participates in gross revenues generated by the commercial real estate on the land. As a Ground Lease lessor, the Company typically has the right to regain possession of its land and take ownership of the buildings and improvements thereon upon tenant default and the termination of the Ground Lease on account of such default. The Company believes that the Ground Lease structure provides an opportunity for potential value accretion through the reversion to the Company, as the Ground Lease owner, of the buildings and improvements on the land at the expiration or earlier termination of the lease, for no additional consideration from the Company. Prior to the Merger, Old SAFE was managed by SFTY Manager, LLC (the “Former Manager”), a wholly-owned subsidiary of iStar, pursuant to a management agreement. Old SAFE had no employees, as the Former Manager provided all services to it. Old SAFE relied on the extensive investment origination and sourcing platform of its Former Manager to actively promote the benefits of the Ground Lease structure to prospective Ground Lease tenants. Subsequent to the Merger, the Company is internally managed. Organization As part of a restructuring in connection with the Merger (the “Caret Restructuring”), Safehold Operating Partnership LP converted into a Delaware limited liability company and renamed itself “Safehold GL Holdings LLC” (“Portfolio Holdings”), with the Company as its managing member. The Company conducts all of its business and owns all of its properties through Portfolio Holdings. In addition, holders of Caret units in Old SAFE’s subsidiary, Caret Ventures LLC (“Caret Ventures”), contributed their interests in Caret Ventures to Portfolio Holdings in return for Caret units issued by Portfolio Holdings. Following the restructuring, 100% of the equity interests in Caret Ventures is held by Portfolio Holdings. The Company, management of the Company, employees and former employees of the Company, affiliates of MSD Partners (as defined below) and other outside investors own the issued and outstanding equity of Portfolio Holdings. Merger Transaction The Company considered the following relevant facts for this determination: ● At the time of the Merger closing, Old SAFE shareholders, excluding the Old SAFE shares held directly by iStar, members of iStar management and Star Holdings, control a majority of the voting interests in the Company and the combined company operates under the name “Safehold Inc.;” ● The composition of the combined company’s board of directors, which includes three directors from Old SAFE, two directors from iStar, and two management members of both Old SAFE and iStar; ● Old SAFE was the larger entity by size when comparing the key metrics of total assets, total revenue and net income (loss) from continuing operations and allocable to common shareholders; and ● Substantially all of the assets and liabilities of the Company consist of the historical assets and liabilities of Old SAFE, and the go-forward business plan of the Company is to conduct the Ground Lease business conducted by Old SAFE prior to the Merger. As a result, the historical financial statements of Old SAFE become the historical financial statements of the Company. Immediately before the closing of the Merger, iStar separated its remaining legacy non-ground lease assets and businesses, approximately $50.0 million of cash, exclusive of working capital reserves and restricted cash, and approximately 13.5 million shares of Old SAFE common stock into Star Holdings by distributing to iStar’s stockholders, on a pro rata basis, the issued and outstanding equity interests of Star Holdings (the “Spin-Off”). Other Merger related transactions On August 10, 2022, iStar entered into an agreement (the “MSD Stock Purchase Agreement”) with MSD Partners, L.P. (“MSD Partners”) pursuant to which MSD Partners agreed to purchase 5,405,406 shares of Old SAFE’s common stock then owned by iStar (the “MSD Stock Purchase”) for an aggregate purchase price of approximately $200 million, or $37.00 per share, payable in cash. The MSD Stock Purchase closed on March 31, 2023, shortly before the closing of the Merger. MSD Partners has the right to designate an observer to the board of directors of the Company, a top-up right on future equity issuances (subject to certain exceptions) and registration rights. MSD Partners will be subject to a customary standstill and certain restrictions on sales of its shares of the Company’s common stock. On August 10, 2022, MSD Partners also agreed to purchase 100,000 Caret units (refer to Note 11) from the Company for an aggregate purchase price of $20.0 million (the “MSD Caret Purchase”). MSD Partners received a credit against their purchase price for Caret units equal to the amount they would have received had they held Caret units at the time of a December 2022 distribution to other Caret unit holders, which was equal to $0.6 million. The closing of the MSD Caret Purchase took place in conjunction with the closing of the Merger on March 31, 2023. Star Holdings was capitalized in part with an 8.0%, four-year term loan from the Company having an initial principal amount of $115.0 million, as well as SOFR plus 3.00% bank debt with an initial principal balance of $140.0 million from Morgan Stanley Bank, N.A. which is secured by approximately 13.5 million shares of the Company (refer to Note 4). In connection with the Spin-Off, Safehold Management Services Inc. (“SpinCo Manager”), a Delaware corporation and a subsidiary of the Company, entered into a management agreement with Star Holdings effective as of March 31, 2023, pursuant to which SpinCo Manager will continue to operate and pursue the orderly monetization of Star Holding’s assets. Star Holdings will pay SpinCo Manager an annual management fee of $25.0 million in year one, $15.0 million in year two, $10.0 million in year three and $5.0 million in year four and 2.0% of the gross book value of Star Holdings’ assets, excluding shares of the Company’s common stock, for each annual term thereafter. The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws. Note 2—Basis of Presentation and Principles of Consolidation Basis of Presentation The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year. Principles of Consolidation Consolidated VIEs non-recourse to the Company and can only be satisfied from each VIE’s respective assets. The Company has provided no financial support to VIEs that it was not previously contractually required to provide and did not have any unfunded commitments related to consolidated VIEs as of September 30, 2023. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3—Summary of Significant Accounting Policies Significant Accounting Policies Allowance for credit losses on net investment in sales-type leases and Ground Lease receivables quantitative analysis to estimate expected loss rates for its portfolio of net investment in sales-type leases and Ground Lease receivables. The Company analyzes historical data provided by Trepp (“Trepp”) for single asset borrower loans and considers comparable loan to value ratios, loss rates, timing of losses, vintage, property type and other statistics. The Company updates its analysis for c higher inherent risk of deals under construction. Interest receivable is not included in the Company’s allowance for credit losses on net investment in sales-type leases and Ground Lease receivables as the Company performs timely write-offs, if any, of aged interest receivables. The Company has also made a policy election to write off aged interest receivables through interest income from sales-type leases as opposed to through the provision for credit losses. Real estate available and held for sale— The Company classifies its real estate assets as held for sale in the period in which all of the following conditions are met: (i) the Company commits to a plan and has the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) the Company has initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reflective of its current fair value; and (vi) the Company does not anticipate changes to its plan to sell the asset. If circumstances arise that were previously considered unlikely and, as a result the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used and included in "Real estate, net" on the Company’s consolidated balance sheets. The Company measures and records a property that is reclassified as held and used at the lower of: (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used; or (ii) the estimated fair value at the date of the subsequent decision not to sell. Fair Values The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions): As of September 30, 2023 As of December 31, 2022 Carrying Fair Carrying Fair Value Value Value Value Assets Net investment in sales-type leases (1) $ 3,183 $ 3,073 $ 3,107 $ 3,236 Ground Lease receivables (1) 1,564 1,574 1,375 1,501 Loans receivable, net - related party (1) 112 114 — — Cash and cash equivalents (2) 11 11 20 20 Restricted cash (2) 28 28 28 28 Liabilities Debt obligations, net (1) Level 1 739 558 738 573 Level 3 3,199 2,564 2,783 2,358 Total debt obligations, net 3,938 3,122 3,521 2,931 (1) The fair value of the Company’s net investment in sales-type leases, Ground Lease receivables and loans receivable, net – related party are classified as Level 3 within the fair value hierarchy . The fair value of the Company’s debt obligations traded in secondary markets are classified as Level 1 within the fair value hierarchy and the fair value of the Company’s debt obligations not traded in secondary markets are classified as Level 3 within the fair value hierarchy. (2) The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy . Redeemable Noncontrolling Interests period at a valuation not less than the purchase price for the Caret units purchased in February 2022, reduced by an amount equal to the amount of subsequent cash distributions made to the investors on account of such Caret units, then the investors in the February 2022 transaction have the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at their original purchase price as so reduced. The Company classifies these redeemable Caret units in accordance with Accounting Standards Codification (“ASC”) 480: Distinguishing Liabilities from Equity. ASC 480-10-S99-3A requires that equity securities redeemable at the option of the holder be classified outside of permanent stockholders’ equity. The Company classifies redeemable Caret units as “Redeemable noncontrolling interests” in its consolidated balance sheets and consolidated statements of changes in equity. The redeemable noncontrolling interest’s carrying amount is equal to the higher of (i) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income or loss and dividends; or (ii) the redemption value. Stock-based compensation Income taxes Loans receivable, net – related party The Company performs a quarterly analysis of its loan receivable that incorporates management’s current judgments about credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment collateral, collateral type, project economics and other economic factors. The Company estimates its Expected Loss on its loans receivable based on relevant information including current market conditions and reasonable and supportable forecasts that affect the collectability of its investments. The estimate of the Company’s Expected Loss requires significant judgment. The Company calculated its Expected Loss through the use of third-party market data that provided current and future economic conditions that may impact the performance of the commercial real estate assets securing its investments. The Company will consider a loan to be non-performing and place it on non-accrual status at such time as: (1) interest payments become 90 days delinquent; (2) it has a maturity default; or (3) management determines it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan. Non-accrual loans will be returned to accrual status when they have become contractually current and management believes all amounts contractually owed will be received. The Company made the accounting policy election to record accrued interest on its loan asset separate from its loans receivable and to exclude accrued interest from its amortized cost basis disclosures. Any accrued interest receivable is recorded in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets. As of September 30, 2023, the Company had $26 thousand of accrued interest on its consolidated balance sheets. The Company will place its loan on non-accrual status once interest on the loan becomes 90 days delinquent and will reverse any accrued interest as a reduction to interest income or recognizes a credit loss expense at such time. As such, the Company elected the practical expedient to not record an allowance against accrued interest receivable. During the three and nine months ended September 30, 2023, the Company did not reverse any accrued interest on its loan asset. Interest Income – related party Equity Investments Management fees with ASC 606: Revenue from Contracts with Customers (“ASC 606”). Upon the Company’s initial evaluation of the management contract, the Company evaluated the payment terms and termination clauses and it determined the estimated term of the contract to be three years and the total transaction price to be $50.0 million. The Company determined that the termination fees payable by Star Holdings in year one through year three upon termination of the management agreement would be substantive and therefore termination of the management agreement would be unlikely before year four. The Company will continue to evaluate the anticipated term and total transaction price of the management agreement as it executes its performance obligations under the management agreement. Pursuant to ASC 606, the Company allocated the transaction price to its performance obligations under the management agreement. The Company determined that the management contract represents a single continuing performance obligation and tracks its progress toward satisfying its performance obligation using an input method to measure the level of effort expended during the period and time budgeted to complete its obligations, which is subject to variability based on market conditions . The Company recognizes management fee income as it satisfies the performance obligations of the contract and records management fees in “Other income” in the Company’s consolidated statements of operations. Acquisitions The Company’s acquisition of iStar was accounted for as a business combination. For business combinations, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the Company’s consolidated balance sheets. I Fair values are based on available information including discounted cash flow analysis or similar fair value models. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and other market data. The fair value of the Company’s interests in equity investments acquired is calculated using the fair value of the investments held by the venture, which are valued using methods as described above, and considers the Company’s economics in the venture. The fair value of financial instruments, which could include loans receivable or net investment in sales-type leases, is based on current market conditions and loan or lease agreements in place. The fair value of tangible assets, which could include land, buildings, building improvements and tenant improvements is determined as if these assets are vacant. Intangible assets may include the value of right of use lease assets, above-market leases and in-place leases. As lessee, right of use lease assets and lease liabilities are As lessee, operating lease right of use assets are included in “Deferred expenses and other assets, net” and operating lease liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. As lessee, above-market operating lease intangibles, in-place operating lease intangibles and below-market lease assets are each recorded at their fair values and included in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets. The table below shows the Company’s purchase consideration for the acquisition of iStar ($ in thousands): Total Company shares as purchase price (1) 1,195,034 Stock price of the Company’s common stock (2) $ 29.78 Fair value of the Company's stock transferred 35,588 Cash consideration paid by the Company to iStar 88,685 Purchase consideration $ 124,273 (1) The total post-Merger shares of the Company to be held by iStar shareholders includes 12.7 million shares that were issued as consideration for the investment in Old SAFE previously held by iStar as of March 30, 2023 that were retired in connection with the Merger. Accordingly, these shares are excluded from the purchase consideration as they are reflected as a treasury stock repurchase and retirement by Old SAFE. (2) Based on the closing price of Old SAFE’s common stock as of March 30, 2023, representing the final closing price prior to the effective time of the Merger. The Merger was accounted for as a business combination pursuant to ASC 805 and all Merger related costs were expensed as incurred. The Company recorded $0.1 million of Merger expenses during the three months ended September 30, 2023 in “Other expense” in the Company’s consolidated statements of operations. The Company recorded $18.9 million of Merger expenses during the nine months ended September 30, 2023, of which $14.1 million was recorded in “Other expense” and $4.8 million was recorded in “General and administrative” in the Company’s consolidated statements of operations. During the nine months ended September 30, 2023, the Company also recorded $0.9 million of related non-recurring charges in “Other expense” and a provision for credit losses of $2.3 million on the Secured Term Loan Facility (refer to Note 4) which was originated at the time of the Merger in conjunction with the Spin-Off. Excluding $3.0 million of related non-recurring charges and the $2.3 million provision for credit losses on the Secured Term Loan Facility, through September 30, 2023, the Company has incurred $26.6 million of Merger expenses. The following table sets forth the preliminary allocation as of March 31, 2023 of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed, recognized as a result of the acquisition described in Note 1 above, measurement period adjustments and a revised allocation of the purchase consideration ($ in thousands): Preliminary Measurement Revised Purchase Price Period Purchase Price Cash and cash equivalents $ 3,213 $ — $ 3,213 Real estate 1,508 — 1,508 Equity investments (1) 61,247 — 61,247 Deferred tax asset (2) — 6,292 6,292 Deferred expenses and other assets (2)(3) 25,442 6,480 31,922 Total assets acquired 91,410 12,772 104,182 Accounts payable, accrued expenses and other liabilities (2)(4) (22,939) (2,340) (25,279) Debt obligations (5) (99,995) — (99,995) Total liabilities assumed (122,934) (2,340) (125,274) Net identifiable (liabilities assumed) assets acquired (31,524) 10,432 (21,092) Purchase consideration $ 124,273 $ — $ 124,273 Add: net identifiable liabilities assumed 31,524 (10,432) 21,092 Goodwill (6) 155,797 (10,432) 145,365 (1) Equity investments were valued using discount rates between 7.2% and 13.9% and are classified as Level 3 within the fair value hierarchy. (2) During the three months ended June 30, 2023, the Company recorded a deferred tax asset in the amount of $6.3 million, net of a valuation allowance in the amount of $2.8 million, and reduced goodwill by $6.3 million. The net deferred tax asset relates to net operating loss carryovers to which the Company’s taxable REIT subsidiary is a successor and were finalized upon filing tax returns subsequent to the Merger for periods prior to the Merger. During the three months ended September 30, 2023, the Company recognized $6.5 million of deferred expenses and other assets related to final state tax receivables and $2.3 million in accounts payable, accrued expenses and other liabilities as a result of finalizing its tax returns which produced additional information not available at the time of the Merger. The following table presents a rollforward of the Company’s goodwill: Balance at December 31, 2022 $ — Goodwill recognized at Merger 155,797 Reduction to goodwill resulting from measurement period adjustments (10,432) Impairment (145,365) Balance at September 30, 2023 $ — (3) Deferred expenses and other assets includes $11.0 million attributable to operating lease right of use assets , $4.7 million attributable to prepaid expenses resulting from the settlement of iStar’s compensation plans, $2.1 million attributable to in-place prepaid contracts, $1.3 million attributable to office furniture and equipment and $6.3 million attributable to other receivables. (4) Accounts payable, accrued expenses and other liabilities primarily includes a $14.2 million operating lease liability . In addition, under the Merger Agreement, iStar was required to fund its share of merger-related costs and to provide sufficient cash to fund any unresolved corporate obligations and accrued liabilities or costs yet-to-be incurred prior to the Merger. Accounts payable, accrued expenses and other liabilities includes approximately $8.7 million of obligations assumed from iStar, which are offset with corresponding amounts in cash and cash equivalents and amounts receivable in deferred expenses and other assets, net sufficient to settle such obligations. (5) Debt obligations were valued using a discount rate of 6.7% and are classified as Level 3 within the fair value hierarchy. (6) Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized after the completion of the Merger. The following table summarizes the Company's pro forma revenues and net income (loss) for the three and nine months ended September 30, 2023 and 2022 as if the Merger described in Note 1 was completed on January 1, 2022 ($ in thousands): (1) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Pro forma revenues $ 85,561 $ 84,388 $ 268,478 $ 229,608 Pro forma net income (loss) (122,846) 45,214 (66,412) (118,086) (1) The pro forma revenues and net income (loss) are presented for informational purposes only and may not be indicative of what the actual results of operations of the Company would have been assuming the transaction occurred on January 1, 2022, nor do they purport to represent the Company’s results of operations for future periods. For the nine months ended September 30, 2022, pro forma net loss includes $47.7 million of merger expenses (including $20.3 million of merger expenses borne by iStar), which are non-recurring in nature. For the three and nine months ended September 30, 2022, pro forma net loss includes $13.2 million and $171.9 million, respectively, of losses on extinguishment of debt, which are non-recurring in nature. From the date of the Merger closing through September 30, 2023, $0.1 million of total revenues and $6.0 million of net income of the acquiree are included in the Company’s consolidated statements of operations. Goodwill Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired (or liabilities assumed) and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized from the Merger. During the three months ended September 30, 2023, the Company experienced a precipitous and sustained decline in the price per share of its common stock, which it identified as an indicator of goodwill impairment. As a result, the Company performed an interim goodwill evaluation. The Company determined that its carrying value exceeded its estimated fair value and therefore recorded an impairment of goodwill. The New accounting pronouncements The Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), as amended, on January 1, 2023 using the modified retrospective approach method. Under the modified retrospective approach, the Company recorded a cumulative effect adjustment to retained earnings by recording an initial allowance for credit losses on net investment in sales-type leases and Ground Lease receivables. Periods presented that are prior to the adoption date of January 1, 2023 will not be adjusted. ASU 2016-13 replaced the incurred loss impairment methodology with a methodology that reflects a current expected credit loss ("Expected Loss"). ASU 2016-13 impacted all of the Company’s investments held at amortized cost, which included its net investment in sales-type leases and Ground Lease receivables. The Company also adopted ASU 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminated troubled debt restructuring recognition and measurement guidance and requires disclosure of gross write-offs by vintage for public business entities. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. |
Net Investment in Sales-type Le
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party | Note 4—Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net – Related Party The Company classifies certain of its Ground Leases as sales-type leases and records the leases within “Net investment in sales-type leases” on the Company’s consolidated balance sheets and records interest income in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In addition, the Company may enter into transactions whereby it acquires land and enters into Ground Leases directly with the seller. These Ground Leases qualify as sales-type leases and, as such, do not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 - Receivables and are included in “Ground Lease receivables” on the Company’s consolidated balance sheets. The Company records interest income from Ground Lease receivables in “Interest income from sales-type leases” in the Company’s consolidated statements of operations. In July 2022, the Company, pursuant to an agreement with iStar and upon certain construction related conditions being met, acquired an existing Ground Lease from iStar for $36.4 million inclusive of closing costs and was recorded in “Net investment in sales-type leases” and “Real estate-related intangible assets, net” on the Company’s consolidated balance sheet. In September 2022, the Company sold a Ground Lease to a third-party for $136.0 million and recognized a gain of $55.8 million in the Company’s consolidated statements of operations. $9.5 million of the gain was attributable to noncontrolling interests, of which $0.7 million was attributable to redeemable noncontrolling interests. In May 2023, the Company entered into a joint venture with a sovereign wealth fund, which is also an existing shareholder, focused on new acquisitions for certain Ground Lease investments. The Company committed approximately $275 million for a 55% controlling interest in the joint venture and the sovereign wealth fund committed approximately $225 million for a 45% noncontrolling interest in the joint venture. Each party’s commitment is discretionary. The joint venture is a voting interest entity and the Company consolidates the joint venture in its financial statements due to its controlling interest. The Company’s joint venture partners’ interest is recorded in “Noncontrolling interests” on the Company’s consolidated balance sheets. The Company receives a management fee, measured on an asset-by-asset basis, equal to 25 basis points on invested equity for such asset for the first five years following its acquisition, and 15 basis points on invested equity thereafter. The Company will also receive a promote of 15% over a 9% internal rate of return, subject to a 1.275x multiple on invested capital. The venture has first look rights on qualifying investments for 18 months. During the nine months ended September 30, 2023, the joint venture acquired two Ground Leases for an aggregate purchase price of $38.5 million, of which $14.5 million has been funded as of September 30, 2023. The Company’s net investment in sales-type leases were comprised of the following ($ in thousands): September 30, 2023 December 31, 2022 Total undiscounted cash flows (1) $ 29,715,761 $ 29,586,227 Unguaranteed estimated residual value (1) 2,915,013 2,900,218 Present value discount (29,447,714) (29,379,846) Allowance for credit losses (468) — Net investment in sales-type leases (2) $ 3,182,592 $ 3,106,599 (1) As of September 30, 2023, total discounted cash flows were approximately $3,153 million and the discounted unguaranteed estimated residual value was $30.1 million. As of December 31, 2022, total discounted cash flows were approximately $3,077 million and the discounted unguaranteed estimated residual value was $29.1 million. (2) As of September 30, 2023, $6.5 million was attributable to noncontrolling interests. The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the nine months ended September 30, 2023 and 2022 ($ in thousands): Net Investment in Ground Lease Sales-type Leases Receivables Total Nine Months Ended September 30, 2023 Beginning balance $ 3,106,599 $ 1,374,716 $ 4,481,315 Impact from adoption of new accounting standard (refer to Note 3) (351) (199) (550) Origination/acquisition/fundings (1) 33,400 170,194 203,594 Accretion 43,061 19,078 62,139 Provision for credit losses (117) (119) (236) Ending balance (2) $ 3,182,592 $ 1,563,670 $ 4,746,262 Net Investment in Ground Lease Sales-type Leases Receivables Total Nine Months Ended September 30, 2022 Beginning balance $ 2,412,716 $ 796,252 $ 3,208,968 Sales (76,701) — (76,701) Origination/acquisition/fundings (1) 691,305 515,618 1,206,923 Accretion 38,793 14,762 53,555 Ending balance $ 3,066,113 $ 1,326,632 $ 4,392,745 (1) The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement. (2) As of September 30, 2023 and December 31, 2022, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status. As of September 30, 2023, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.1% and 5.4% , respectively. As of September 30, 2023, the weighted average remaining life of the Company’s 35 Ground Lease receivables was 98.3 years. Allowance for Credit Losses Net investment in sales-type leases Stabilized Development Unfunded Three Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 259 $ 77 $ 1 $ 337 Provision for credit losses (1) 110 22 — 132 Allowance for credit losses at end of period (2) $ 369 $ 99 $ 1 $ 469 Ground Lease receivables Stabilized Development Unfunded Three Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 94 $ 127 $ 60 $ 281 Provision for (recovery of) credit losses (1) 40 57 (3) 94 Allowance for credit losses at end of period (2) $ 134 $ 184 $ 57 $ 375 Net investment in sales-type leases Stabilized Development Unfunded Nine Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (refer to Note 3) (3) 280 71 6 357 Provision for (recovery of) credit losses (1) 89 28 (5) 112 Allowance for credit losses at end of period (2) $ 369 $ 99 $ 1 $ 469 Ground Lease receivables Stabilized Development Unfunded Nine Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (refer to Note 3) (3) 102 97 84 283 Provision for (recovery of) credit losses (1) 32 87 (27) 92 Allowance for credit losses at end of period (2) $ 134 $ 184 $ 57 $ 375 (1) During the three months ended September 30, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases and Ground Lease receivables of $0.1 million and $0.1 million, respectively. The provision for credit losses was due primarily to a declining macroeconomic forecast since June 30, 2023. During the nine months ended September 30, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases and Ground Lease receivables of $0.1 million and $0.1 million, respectively. The provision for credit losses on net investment in leases and Ground Lease receivables was due primarily to a declining macroeconomic forecast since December 31, 2022. (2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. (3) On January 1, 2023, the Company recorded an allowance for credit losses on net investment in sales-type leases of $0.4 million and an allowance for credit losses on Ground Lease receivables of $0.2 million upon the adoption of ASU 2016-13, of which an aggregate of $0.1 million related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." The Company’s amortized cost basis in Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of September 30, 2023 ($ in thousands): Year of Origination 2023 2022 2021 2020 2019 Prior to 2019 Total Ground Lease receivables Stabilized properties $ 19,004 $ 295,600 $ 133,296 $ 179,914 $ 447,915 $ — $ 1,075,729 Development properties 1 345,220 143,038 — — — 488,259 Total $ 19,005 $ 640,820 $ 276,334 $ 179,914 $ 447,915 $ — $ 1,563,988 Future Minimum Lease Payments under Sales-type Leases Fixed Bumps Fixed Bumps with with Inflation Fixed Percentage Adjustments Bumps Rent Total 2023 (remaining three months) $ 24,735 $ 561 $ 146 $ 25,442 2024 101,639 2,256 586 104,481 2025 103,607 2,283 586 106,476 2026 105,567 2,311 586 108,464 2027 107,475 2,339 586 110,400 Thereafter 28,577,374 583,455 99,669 29,260,498 Total undiscounted cash flows $ 29,020,397 $ 593,205 $ 102,159 $ 29,715,761 During the three and nine months ended September 30, 2023 and 2022, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands): Net Investment Ground in Sales-type Lease Three Months Ended September 30, 2023 Leases Receivables Total Cash $ 25,309 $ 12,767 $ 38,076 Non-cash 14,482 6,572 21,054 Total interest income from sales-type leases $ 39,791 $ 19,339 $ 59,130 Net Investment Ground in Sales-type Lease Three Months Ended September 30, 2022 Leases Receivables Total Cash $ 24,256 $ 10,585 $ 34,841 Non-cash 14,108 5,787 19,895 Total interest income from sales-type leases $ 38,364 $ 16,372 $ 54,736 Net Investment Ground in Sales-type Lease Nine Months Ended September 30, 2023 Leases Receivables Total Cash $ 75,355 $ 36,856 $ 112,211 Non-cash 43,061 19,078 62,139 Total interest income from sales-type leases $ 118,416 $ 55,934 $ 174,350 Net Investment Ground in Sales-type Lease Nine Months Ended September 30, 2022 Leases Receivables Total Cash $ 66,017 $ 26,442 $ 92,459 Non-cash 38,793 14,762 53,555 Total interest income from sales-type leases $ 104,810 $ 41,204 $ 146,014 Loans receivable, net – related party The Star Holdings Term Loan Facility is a secured credit facility. Borrowings under the Star Holdings Term Loan Facility bear interest at a fixed rate of 8.00% per annum, which may increase to 10.00% per annum if any loans remain outstanding under the Incremental Term Loan Facility (refer to Note 14). The Star Holdings Term Loan Facility has a maturity date of March 31, 2027. The Star Holdings Term Loan Facility is secured by a first-priority perfected security pledge of all the equity interests in Star Holding’s primary real estate subsidiary. Starting the quarter that is nine months after closing, within five business days after Star Holdings has delivered its unaudited quarterly financial statements, Star Holdings will apply any unrestricted cash on its balance sheet in excess of the aggregate of (i) an operating reserve; and (ii) $50 million, to prepay its Star Holdings Term Loan Facility or alternatively, with the consent of the Company, Star Holdings may apply such cash to prepay its margin loan facility in lieu of any prepayment of the Star Holdings Term Loan Facility. The operating reserve will be calculated quarterly and is equal to the aggregate of projected operating expenses (including payments to the Star Holdings local property consultants but excluding management fees and public company costs), projected land carry costs, projected capital expenditure and projected interest expense on the margin loan facility and Star Holdings Term Loan Facility for the next twelve months; less the projected operating revenues for the next twelve months consistent with the operating budget approved by the Company. The Term Loan Facility contains certain customary covenants, including affirmative covenants on reporting, maintenance of property, continued ownership of interests in the Company as well as negative covenants relating to investments, indebtedness and liens, fundamental changes, asset dispositions, repayments, distributions and affiliate transactions. Furthermore, the Term Loan Facility contains customary events of default, including payment defaults, failure to perform covenants, cross-default and cross acceleration to other indebtedness, including the margin loan facility, impairment of security interests and change of control. During the three and nine months ended September 30, 2023, the Company recorded a provision for credit losses of $0.1 million and $2.4 million, respectively, on the Secured Term Loan Facility which was originated at the time of the Merger in conjunction with the Spin-Off. |
Real Estate, Real Estate-Relate
Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale | Note 5—Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale The Company’s real estate assets consist of the following ($ in thousands): As of September 30, 2023 December 31, 2022 Land and land improvements, at cost $ 551,339 $ 547,739 Buildings and improvements, at cost 193,232 193,232 Less: accumulated depreciation (38,892) (34,371) Total real estate, net $ 705,679 $ 706,600 Real estate-related intangible assets, net 212,771 217,795 Real estate available and held for sale (1) 7,216 — Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale $ 925,666 $ 924,395 (1) During the three months ended September 30, 2023, the Company acquired $7.2 million of real property that is being marketed for sale and is recorded in real estate available and held for sale. During the nine months ended September 30, 2023, the Company sold $1.5 million of real property that was acquired from iStar that was classified as available for sale upon acquisition. The Company recognized $0.1 million of gains on the sales, which is recorded in “Other income” in the Company’s consolidated statements of operations. Real estate-related intangible assets, net consist of the following items ($ in thousands): As of September 30, 2023 Gross Accumulated Carrying Intangible Amortization Value Above-market lease assets, net (1) $ 186,002 $ (17,605) $ 168,397 In-place lease assets, net (2) 65,345 (21,678) 43,667 Other intangible assets, net 750 (43) 707 Total $ 252,097 $ (39,326) $ 212,771 As of December 31, 2022 Gross Accumulated Carrying Intangible Amortization Value Above-market lease assets, net (1) $ 186,002 $ (15,254) $ 170,748 In-place lease assets, net (2) 65,345 (19,011) 46,334 Other intangible assets, net 750 (37) 713 Total $ 252,097 $ (34,302) $ 217,795 (1) Above-market lease assets are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Above-market lease assets are amortized over the non-cancelable term of the leases. (2) In-place lease assets are recognized during asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. In-place lease assets are amortized over the non-cancelable term of the leases . The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 ($ in thousands): Income Statement For the Three Months Ended September 30, Intangible asset Location 2023 2022 Above-market lease assets (decrease to income) Operating lease income $ 784 $ 784 In-place lease assets (decrease to income) Depreciation and amortization 889 898 Other intangible assets (decrease to income) Operating lease income 2 2 Income Statement For the Nine Months Ended September 30, Intangible asset Location 2023 2022 Above-market lease assets (decrease to income) Operating lease income $ 2,351 $ 2,351 In-place lease assets (decrease to income) Depreciation and amortization 2,667 2,688 Other intangible assets (decrease to income) Operating lease income 6 6 The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands): (1) Year Amount 2023 (remaining three months) $ 1,658 2024 6,634 2025 6,634 2026 3,725 2027 3,725 (1) As of September 30, 2023, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 80.3 years. Real estate-related intangible liabilities, net consist of the following items ($ in thousands): As of September 30, 2023 Gross Accumulated Carrying Intangible Amortization Value Below-market lease liabilities (1) $ 68,618 $ (4,655) $ 63,963 As of December 31, 2022 Gross Accumulated Carrying Intangible Amortization Value Below-market lease liabilities (1) $ 68,618 $ (4,027) $ 64,591 (1) Below-market lease liabilities are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. Below-market lease liabilities are amortized over the non-cancelable term of the leases. The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 ($ in thousands): Income Statement For the Three Months Ended September 30, Intangible liability Location 2023 2022 Below-market lease liabilities (increase to income) Operating lease income $ 209 $ 209 Income Statement For the Nine Months Ended September 30, Intangible liability Location 2023 2022 Below-market lease liabilities (increase to income) Operating lease income $ 628 $ 628 Future Minimum Operating Lease Payments Fixed Bumps Fixed with Bumps with Inflation- Inflation Fixed Percentage Percentage Year Linked Adjustments Bumps Rent Rent Total 2023 (remaining three months) $ 1,453 $ 4,363 $ 559 $ 2,755 $ 105 $ 9,235 2024 5,811 17,677 2,247 11,018 421 37,174 2025 5,811 18,004 2,313 11,018 421 37,567 2026 5,811 18,370 2,357 986 421 27,945 2027 5,811 18,755 2,388 986 421 28,361 Thereafter 435,056 4,308,109 433,110 15,826 304 5,192,405 (1) During the three months ended September 30, 2023 and 2022, the Company recognized $0.2 million and $0.2 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations. During the nine months ended September 30, 2023 and 2022, the Company recognized $4.2 million and $1.1 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations. |
Equity Investments
Equity Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Equity Investments | Note 6—Equity Investments The Company’s equity investments and its proportionate share of earnings (losses) from equity investments were as follows ($ in thousands): Earnings from Earnings from Carrying Value Equity Method Investments Equity Method Investments (1) as of For the Three Months Ended For the Nine Months Ended September 30, December 31, September 30, September 30, 2023 2022 2023 2022 2023 2022 Equity investment 425 Park Avenue $ 134,762 $ 133,118 $ 938 $ 863 $ 2,645 $ 2,540 32 Old Slip 51,145 47,270 1,406 1,381 4,253 4,232 Ground Lease Plus Fund (1) 61,308 — 1,825 — 3,513 — Leasehold Loan Fund (2) 39,903 — 3,282 — 6,109 — Total $ 287,118 $ 180,388 $ 7,451 $ 2,244 $ 16,520 $ 6,772 (1) As of September 30, 2023, the Company has a basis difference of $20.2 million in the Ground Lease Plus Fund that will be amortized over a weighted average remaining term of 100.6 years using the effective interest method. During the three and nine months ended September 30, 2023, $0.8 million and $1.6 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments. (2) As of September 30, 2023, the Company has a basis difference of $12.3 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 3.3 years using the effective interest method. During the three and nine months ended September 30, 2023, $1.0 million and $2.0 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments. 425 Park Avenue 32 Old Slip Ground Lease Plus Fund In November 2021, iStar acquired land for $33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project will be constructed (refer also to Note 13). In December 2021, iStar sold the Ground Lease to the Ground Lease Plus Fund and recognized no gain or loss on the sale. At the time of iStar’s acquisition in November 2021, the Company and iStar entered into an agreement pursuant to which the Company would acquire the land and related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period. In June 2021, the Company entered into two agreements pursuant to each of which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period. In January 2022, iStar sold the two Ground Leases to the Ground Lease Plus Fund, which remain subject to the June 2021 agreement with the Company, and recognized an aggregate $0.5 million of gains on the sale. Leasehold Loan Fund In February 2022, the Leasehold Loan Fund committed to provide a $130.0 million loan to the ground lessee of a Ground Lease originated by the Company. The loan was for the Ground Lease tenant’s recapitalization of a life science property. As of September 30, 2023, the Company has not funded any of the commitment. In June 2022, the Leasehold Loan Fund committed to provide a $105.0 million loan to the ground lessee of a Ground Lease originated by the Company. The loan was for the Ground Lease tenant’s recapitalization of a mixed-use property. As of September 30, 2023, $39.5 million of the commitment has been funded. |
Deferred Expenses and Other Ass
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities | Note 7—Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities Deferred expenses and other assets, net, consist of the following items ($ in thousands): As of September 30, 2023 December 31, 2022 Operating lease right-of-use asset (1) $ 34,981 $ 26,312 Interest rate hedge assets 92,616 29,346 Deferred finance costs, net (2) 5,031 4,461 Other assets (3) 15,619 2,664 Purchase deposits 3,373 4,333 Leasing costs, net 441 448 Corporate furniture, fixtures and equipment, net 1,078 — Deferred expenses and other assets, net $ 153,139 $ 67,564 (1) Operating lease right-of-use asset relates primarily to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease. Operating lease right-of-use asset is amortized on a straight-line basis over the term of the lease and is recorded in “Real estate expense” in the Company’s consolidated statements of operations. During both the three months ended September 30, 2023 and 2022, the Company recognized $0.1 million in “Real estate expense” and $0.1 million in “Other income” from its operating lease right-of-use asset. During the nine months ended September 30, 2023 and 2022, the Company recognized $0.4 million and $0.3 million, respectively, in “Real estate expense” and $0.4 million and $0.3 million, respectively, in “Other income” from its operating lease right-of-use asset. The related operating lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the Company’s incremental secured borrowing rate for a similar asset estimated to be 5.5% . The Company also has operating leases for office space that it assumed from iStar in connection with the Merger (refer to Note 9). (2) Accumulated amortization of deferred finance costs was $9.7 million and $5.7 million as of September 30, 2023 and December 31, 2022, respectively. (3) As of September 30, 2023, includes $6.9 million of management fees due from Star Holdings. Through September 30, 2023, the Company has earned $13.2 million of management fees from Star Holdings and as of September 30, 2023, $36.8 million of the transaction price is attributable to performance obligations that remain unsatisfied. Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands): As of September 30, 2023 December 31, 2022 Interest payable $ 63,232 $ 55,459 Other liabilities (1) 14,671 17,639 Dividends declared and payable 12,907 11,067 Operating lease liability (2) 17,047 5,471 Management fee payable — 5,301 Accrued expenses (3) 15,129 5,420 Accounts payable, accrued expenses and other liabilities $ 122,986 $ 100,357 (1) As of December 31, 2022, other liabilities include $3.1 million due to the Former Manager for allocated payroll costs and costs it paid on the Company’s behalf. (2) Refer to Note 9. (3) As of September 30, 2023, accrued expenses includes accrued compensation, legal, audit and property expenses. As of December 31, 2022, accrued expenses includes accrued legal, audit and property expenses. |
Debt Obligations, net
Debt Obligations, net | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations, net | Note 8—Debt Obligations, net The Company’s outstanding debt obligations consist of the following ($ in thousands): As of Interest Scheduled September 30, 2023 December 31, 2022 Rate (1) Maturity Date (2) Secured credit financing: Mortgages $ 1,498,113 $ 1,498,113 3.99 % April 2027 to November 2069 Total secured credit financing (3) 1,498,113 1,498,113 Unsecured financing: 2.80% senior notes 400,000 400,000 2.80 % June 2031 2.85% senior notes 350,000 350,000 2.85 % January 2032 3.98% senior notes 475,000 475,000 3.98 % February 2052 5.15% senior notes 154,001 151,988 5.15 % May 2052 2021 Unsecured Revolver 1,003,000 690,000 Adjusted SOFR % March 2026 2023 Unsecured Revolver — — Adjusted SOFR % July 2025 Trust preferred securities 100,000 — Adjusted SOFR % October 2035 Total unsecured financing 2,482,001 2,066,988 Total debt obligations 3,980,114 3,565,101 Debt premium, discount and deferred financing costs, net (42,287) (43,742) Total debt obligations, net $ 3,937,827 $ 3,521,359 (1) For mortgages, represents the weighted average stated interest rate over the term of the debt from funding through maturity based on the contractual payments owed excluding the effect of debt premium, discount and deferred financing costs. As of September 30, 2023, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.30% . The difference between the weighted average interest rate and the weighted average cash interest rate is recorded to interest payable within “Accounts payable, accrued expenses, and other liabilities” on the Company’s consolidated balance sheets. As of September 30, 2023, the Company’s combined weighted average stated interest rate and combined weighted average cash interest rate of the Company’s consolidated mortgage debt, the mortgage debt of the Company’s unconsolidated ventures (applying the Company’s percentage interest in the ventures - refer to Note 6), unsecured senior notes and trust preferred securities were 3.85% and 3.32% , respectively. In October 2023, the Company’s interest rates on the 2021 Unsecured Revolver and the 2023 Unsecured Revolver decreased to Adjusted SOFR plus 0.90% as a result of a credit ratings upgrade. (2) Represents the extended maturity date for all debt obligations. (3) As of September 30, 2023, $2.0 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations. Mortgages Unsecured Notes redemption price will be equal to 100% of the principal amount of the 2.80% Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date. In November 2021, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $350.0 million aggregate principal amount of 2.85% senior notes due January 2032 (the “2.85% Notes”). The 2.85% Notes were issued at 99.123% of par. The Company may redeem the 2.85% Notes in whole at any time or in part from time to time prior to October 15, 2031, at the Company’s option and sole discretion, at a redemption price equal to the greater of: (i) 100% of the principal amount of the 2.85% Notes being redeemed; and (ii) a make-whole premium calculated in accordance with the indenture, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable redemption date. If the 2.85% Notes are redeemed on or after October 15, 2031, the redemption price will be equal to 100% of the principal amount of the 2.85% Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date. In January 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $475.0 million aggregate principal amount of privately-placed 3.98% senior notes due February 2052 (the “3.98% Notes”). Safehold Operating Partnership LP elected to draw these funds in March 2022. In May 2022, Portfolio Holdings, then known as Safehold Operating Partnership LP, (as issuer) and the Company (as guarantor), issued $150.0 million aggregate principal amount of privately-placed 5.15% senior notes due May 2052 (the “5.15% Notes”). The structure of the 5.15% Notes features a stairstep coupon rate in which the Company will pay cash interest at a rate of 2.50% in years 1 through 10, 3.75% in years 11 through 20, and 5.15% in years 21 through 30. The difference between the 5.15% stated rate and the cash interest rate will accrue in each semi-annual payment period and be paid in kind by adding such accrued interest to the outstanding principal balance, to be repaid at maturity in May 2052. The Company may, at its option, prepay at any time all, or from time to time any part of, the 5.15% Notes, in an amount not less than 5% of the aggregate principal amount of the 5.15% Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid, and the applicable make-whole amount calculated in accordance with the indenture; provided, that, so long as no default or event of default shall then exist, at any time on or after February 13, 2052, the Company may, at its option, prepay all or any part of the 5.15% Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date, without any make-whole amount. 2021 Unsecured Revolver In December 2021, the Company obtained additional lender commitments increasing the maximum availability 12-month he Company amended the 2021 Unsecured Revolver primarily to transition from LIBOR to Adjusted SOFR, as defined in the applicable agreement. 2023 Unsecured Revolver In January 2023, Portfolio Holdings, then known as Safehold Operating Partnership LP (as borrower) and the Company (as guarantor) closed on a new $500 million unsecured revolving credit facility (the “2023 Unsecured Revolver”). The 2023 Unsecured Revolver has a current borrowing rate of Adjusted SOFR, as defined in the applicable agreement, plus 90 basis points, with a maturity of July 31, 2025. Trust Preferred Securities three-month Adjusted Term SOFR plus 1.50% . Debt Covenants Future Scheduled Maturities Secured (1) Unsecured Total 2023 (remaining three months) $ — $ — $ — 2024 — — — 2025 — — — 2026 — 1,003,000 1,003,000 2027 237,000 — 237,000 Thereafter 1,261,113 1,479,001 2,740,114 Total principal maturities 1,498,113 2,482,001 3,980,114 Debt premium, discount and deferred financing costs, net (26,580) (15,707) (42,287) Total debt obligations, net $ 1,471,533 $ 2,466,294 $ 3,937,827 (1) As of September 30, 2023, the Company’s weighted average maturity for its secured mortgages was 27.8 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—Commitments and Contingencies Lease Commitments (1) 2023 (remaining three months) $ 1,422 2024 5,692 2025 5,680 2026 — 2027 — Thereafter — Total undiscounted cash flows 12,794 Present value discount (1) (1,112) Other adjustments (2) 5,365 Lease liabilities $ 17,047 (1) The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental secured borrowing rate for similar collateral. For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 5.8% and the weighted average remaining lease term is 2.9 years. The Company assumed its operating leases from iStar in connection with the Merger and therefore did not directly make any payments under its operating leases for the three months ended March 31, 2023 or the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2023, the Company made payments of $1.4 million and $2.9 million, respectively, related to its operating leases. (2) Other adjustments relates to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease. Unfunded Commitments The Company also has unfunded forward commitments related to agreements that it entered into for the acquisition of new Ground Leases or additions to existing Ground Leases if certain conditions are met (refer to Note 13). These commitments may also include leasehold improvement allowances that will be funded to the Ground Lease tenants when certain conditions are met. As of September 30, 2023, the Company had an aggregate $283.6 million of such commitments. There can be no assurance that the conditions to closing for these transactions will be satisfied and that the Company will acquire the Ground Leases or fund the leasehold improvement allowances Other Commitments Through the Leasehold Loan Fund, the Company will generally fund construction and development loans and build-outs of space in real estate assets over a period of time if and when the borrowers and tenants meet established milestones and other performance criteria. We refer to these arrangements as performance-based commitments. As of September 30, 2023, the Company had $118.9 million of such commitments. Legal Proceedings |
Risk Management and Derivatives
Risk Management and Derivatives | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Risk Management and Derivatives | Note 10—Risk Management and Derivatives In the normal course of its ongoing business operations, the Company encounters credit risk. Credit risk is the risk of default on the Company’s leases that result from a tenant’s inability or unwillingness to make contractually required payments. Risk concentrations Although the Company’s Ground Leases are geographically diverse and the tenants operate in a variety of industries and property types, to the extent the Company has a significant concentration of interest income from sales-type leases or operating lease income from any tenant, the inability of that tenant to make its payment could have a material adverse effect on the Company. The Company did not have a significant concentration of interest income from sales-type leases or operating lease income from any tenant for the periods presented. Derivative instruments and hedging activity The Company recognizes derivatives, if any, as either assets or liabilities on the Company’s consolidated balance sheets at fair value. Interest rate hedge assets are recorded in “Deferred expenses and other assets, net” and interest rate hedge liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. If certain conditions are met, a derivative may be specifically designated as a hedge of the exposure to changes in the fair value of a recognized asset or liability, a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability. For the Company’s derivatives designated and qualifying as cash flow hedges, changes in the fair value of the derivatives are reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified into interest expense in the same periods during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. If a derivative includes an other-than-insignificant financing element at inception, when the Company is deemed to be the lender all cash inflows and outflows of the derivative are considered cash flows from investing activities in the Company’s consolidated statements of cash flows and when the Company is deemed to be the borrower all cash inflows and outflows of the derivative are considered cash flows from financing activities in the Company’s consolidated statements of cash flows. For the Company’s derivatives not designated as hedges, the changes in the fair value of the derivatives are reported in “Interest expense” in the Company’s consolidated statements of operations. Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements. The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of September 30, 2023 and December 31, 2022 ($ in thousands): (1) September 30, 2023 December 31, 2022 Fair Fair Balance Sheet Derivative Type Value (2) Value (2) Location Assets Interest rate swaps $ 92,616 $ 29,346 Deferred expenses and other assets, net Total $ 92,616 $ 29,346 (1) Over the next 12 months, the Company expects that $5.8 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as a decrease to interest expense. (2) The fair value of the Company’s derivatives is estimated using valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy. Credit Risk-Related Contingent Features The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and months ended September 30, 2023 and 2022 ($ in thousands): Amount of Gain Amount of Gain (Loss) Reclassified (Loss) Recognized from Accumulated in Accumulated Other Location of Gain (Loss) Other Comprehensive When Recognized in Comprehensive Income into Derivatives Designated in Hedging Relationships Income Income Earnings For the Three Months Ended September 30, 2023 Interest rate swaps Interest expense $ 53,834 $ 1,494 For the Three Months Ended September 30, 2022 Interest rate swaps Interest expense $ 18,587 $ (943) For the Nine Months Ended September 30, 2023 Interest rate swaps Interest expense $ 59,632 $ 1,454 For the Nine Months Ended September 30, 2022 Interest rate swaps Interest expense $ 29,615 $ (2,945) |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | Note 11—Equity Common Stock In April 2023, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR. In addition, the Company and Portfolio Holdings entered into an ATM Equity Offering Sales Agreement (the “Primary Sales Agreement”) with the sales agents named therein pursuant to which the Company may sell, from time to time, shares of its common stock, $0.01 par value per share (“Common Stock”), having an aggregate gross sales price of up to $300.0 million (the “Primary Shares”) through or to the sales agents. The Company may sell the Primary Shares in amounts and at times to be determined by the Company from time to time but has no obligation to sell any of the Primary Shares. Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock, capital needs and determinations by the Company of the appropriate sources of its funding. Through September 30, 2023, the Company has not sold any shares of its common stock through the Primary Sales Agreement. In August 2023, the Company sold 6,500,000 shares of its common stock in an underwritten public offering for gross proceeds of $139.1 million. The Company’s Chief Executive Officer purchased $1.4 million in shares, or 65,420 shares, from the underwriters in the offering. The underwriters received the same underwriting discount with respect to these shares as they did from other shares of common stock sold to the public in the underwritten offering. Concurrently with the public offering, the Company sold $12.8 million in shares, or 599,983 shares, of its common stock to affiliates of MSD Partners in a private placement. The Company incurred a total of approximately $6.6 million of offering costs in connection with these transactions which were recorded as a reduction to additional paid-in capital. Equity Plans iStar’s amended and restated 2009 Long-Term Incentive Program (the “LTIP”) was approved by stockholders in 2021 and remained in effect after the closing of the Merger. The LTIP is designed to provide incentive compensation for officers, key employees, directors and advisors of the Company. The LTIP provides for awards of stock options, shares of restricted stock, phantom shares, restricted stock units, dividend equivalent rights and other share-based performance awards. All awards under the LTIP are made at the discretion of the Company’s Board of Directors. As of September 30, 2023, an aggregate of 435,612 shares of the Company’s common stock remain available for awards under the LTIP. During the third quarter of 2018, Old SAFE adopted, and in the second quarter of 2019, its stockholders approved, the Caret Performance Incentive Plan (the “Original Caret Performance Incentive Plan”). Under the Original Caret Performance Incentive Plan, 1,500,000 Caret units were reserved for grants of performance-based awards to Original Caret Performance Incentive Plan participants, including certain of executives of iStar, and Old SAFE’s directors and service providers. Grants under the Original Caret Performance Incentive Plan were subject to vesting based on time-based service conditions and hurdles relating to Old SAFE’s common stock price, all of which were satisfied as of December 31, 2022, except with respect to approximately 850 Caret units that are scheduled to vest on December 31, 2023. In connection with the Merger, certain of Old SAFE’s former executive officers, entered into re-vesting agreements pursuant to which the executives agreed to subject 25% of their previously vested Caret units to additional vesting conditions which will be satisfied on the second anniversary of the Merger, subject to the applicable executive’s continued employment through such date. In the event of a termination of the executive’s employment by the Company without “cause”, or due to the executive’s death, disability or retirement, the unvested Caret units shall continue to vest as and when the vesting conditions described above are satisfied. In connection with the consummation of the Merger and the Caret Restructuring, Old SAFE, Caret Ventures and CARET Management Holdings LLC assigned each Award Agreement (as defined in the Original Caret Performance Incentive Plan) relating to outstanding Caret unit awards to Portfolio Holdings pursuant to the Omnibus Assignment, Assumption and Amendment Agreement, dated as of March 31, 2023 (the “Caret Assignment Agreement”). Following the effectiveness of the Caret Assignment Agreement, Old SAFE amended and restated the Original Caret Performance Incentive Plan (the “Amended Caret Performance Incentive Plan”). Prior to the Merger, the Old SAFE compensation committee, and following the Merger, the Company’s compensation committee, approved the award of 76,801 new Caret units to executive officers and other employees, other than the Company’s Chief Executive Officer and the Company’s President and Chief Investment Officer, including 15,000 Caret units to the Company’s Chief Financial Officer. The new Caret unit awards were granted immediately following the Merger and the effectiveness of the Amended Caret Performance Incentive Plan, and cliff vest on the fourth anniversary of their grant date if the Company’s common stock has traded at an average per share price of $60.00 or more for at least 30 consecutive trading days during that four-year period. As of September 30, 2023, and after giving effect to the Caret Restructuring and the post-Merger Caret unit awards, Amended Caret Performance Incentive Plan participants held 1,499,382 Caret units, representing 15.41% of the then-outstanding Caret units and 12.50% of the then-authorized Caret units. During the nine months ended September 30, 2023 and 2022, the Company recognized $1.0 million and $0.4 million in expense from Caret units, which is recorded in “General and administrative” in the Company’s consolidated statements of operations and “Noncontrolling interests” on the Company’s consolidated balance sheets. Noncontrolling Interests Redeemable Noncontrolling Interests” Accumulated Other Comprehensive Income (Loss) Dividends |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12—Earnings Per Share Earnings per share (“EPS”) is calculated by dividing net income attributable to common shareholders by the weighted average number of shares outstanding for the period. The following tables present a reconciliation of net income used in the basic and diluted EPS calculations ($ and shares in thousands, except for per share data): Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income (loss) $ (122,846) $ 75,391 $ (96,019) $ 123,009 Net (income) attributable to noncontrolling interests (123) (9,314) (138) (9,381) Net income (loss) attributable to Safehold Inc. common shareholders for basic and diluted earnings per common share $ (122,969) $ 66,077 $ (96,157) $ 113,628 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Earnings attributable to common shares: Numerator for basic and diluted earnings per share: Net income (loss) attributable to Safehold Inc. common shareholders - basic $ (122,969) $ 66,077 $ (96,157) $ 113,628 Net income (loss) attributable to Safehold Inc. common shareholders - diluted $ (122,969) $ 66,077 $ (96,157) $ 113,628 Denominator for basic and diluted earnings per share: (1) Weighted average common shares outstanding for basic earnings per common share 67,979 63,393 65,214 61,991 Weighted average common shares outstanding for diluted earnings per common share 67,979 63,393 65,214 61,991 Basic and diluted earnings per common share: (1) Net income (loss) attributable to Safehold Inc. common shareholders - basic $ (1.81) $ 1.04 $ (1.47) $ 1.83 Net income (loss) attributable to Safehold Inc. common shareholders - diluted $ (1.81) $ 1.04 $ (1.47) $ 1.83 (1) For the three and nine months ended September 30, 2023, the effect of certain of the Company’s restricted stock awards were antidilutive due to the Company having a net loss for the period. For the three and nine months ended September 30, 2022, weighted average shares outstanding and earnings per share have been recast in accordance with ASC 805 to reflect the exchange ratio used in the reverse acquisition. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13—Related Party Transactions Prior to the Merger, the Company was externally managed by an affiliate of iStar. iStar was an active real estate investor for over 20 years and had an extensive network for sourcing investments, which included relationships with brokers, corporate tenants and developers that it has established over its long operating history. Management Agreement A summary of the terms of the management agreement with iStar prior to the Merger is below: Manager SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc. Management Fee Annual fee of 1.00% of total equity (up to $1.5 billion) Annual fee of 1.25% of total equity (for incremental equity of $1.5 billion to $3.0 billion) Annual fee of 1.375% of total equity (for incremental equity of $3.0 billion to $5.0 billion) and Annual fee of 1.5% of total equity (for incremental equity over $5.0 billion) Management Fee Consideration At the discretion of the Company’s independent directors, payment will be made in cash or in shares of the Company’s common stock (valued at the greater of: (i) the volume weighted average market price during a specified pricing period; or (ii) the initial public offering price of $20.00 per share) Lock-up Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement) Incentive Fee None Term Non-terminable through June 30, 2023, except for cause. Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company’s independent directors and payment of termination fee. Termination Fee 3x prior year’s management fee During the three months ended September 30, 2022, the Company recorded $5.3 million in management fees to the Former Manager. During the nine months ended September 30, 2023 and 2022, the Company recorded $5.2 million and $15.0 million, respectively, in management fees to the Former Manager. These management fees are recorded in “General and administrative” in the Company’s consolidated statements of operations. Expense Reimbursements The Company paid, or reimbursed iStar for, certain of the Company’s operating expenses as well as the costs of personnel performing certain legal, accounting, finance, due diligence tasks and other services, in each case except those specifically required to be borne or elected not to be charged by the iStar under the management agreement. During the three months ended September 30, 2022, the Company was allocated $3.1 million in expenses from iStar. During the nine months ended September 30, 2023 and 2022, the Company was allocated $3.1 million and $9.4 million, respectively, in expenses from iStar. These expenses are recorded in “General and administrative” in the Company’s consolidated statements of operations. Acquisitions and Commitments Prior to the Merger, iStar participated in certain of the Company’s investment transactions, as the Company’s tenant or either as a seller of land or by providing financing to the Company’s Ground Lease tenants. The following is a list of transactions in which the Company and iStar or other persons deemed to be related parties have participated for the periods presented. These transactions were approved by the Company’s independent directors in accordance with the Company’s policy with respect to related party transactions. In July 2022, the Company, pursuant to an agreement with iStar and upon certain construction related conditions being met, acquired an existing Ground Lease from iStar for $36.4 million inclusive of closing costs (refer to Note 4). In June 2022, the Company acquired land and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant’s recapitalization of a mixed-use property. The Company also committed to provide an additional $35.0 million to the Ground Lease tenant if certain construction and leasing milestones are met. The Leasehold Loan Fund, in which an affiliate of an existing shareholder (which is affiliated with one of the Company’s independent directors) owns a noncontrolling equity interest, committed to provide a $105.0 million loan to the Company’s Ground Lease tenant for the recapitalization of the leasehold. The Company paid the Leasehold Loan Fund $5.0 million of additional consideration in connection with this investment. In April 2022, the Company acquired an existing Ground Lease from iStar for $9.0 million. In March 2022, the Company acquired land for a purchase price of $28.5 million and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant’s recapitalization of a hotel property. One of the Company’s independent directors has an indirect ownership interest in the entity that is the Ground Lease tenant and controls the company that indirectly manages that entity. In March 2022, the Company paid iStar $0.3 million to terminate a purchase option that allowed iStar to purchase the land at the expiration of its Ground Lease with the Company. iStar sold the leasehold to a third party in March 2022. In March 2022, the Company acquired three land properties from iStar for a total purchase price of $122.0 million and simultaneously structured and entered into three Ground Lease’s directly with the Ground Lease tenant. In February 2022, the Company acquired land and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant’s recapitalization of a life science development property. The Leasehold Loan Fund, in which an affiliate of an existing shareholder (which is affiliated with one of the Company’s independent directors) owns a noncontrolling equity interest, committed to provide a $130.0 million loan to the Company’s Ground Lease tenant for the recapitalization of the leasehold. The Company paid the Leasehold Loan Fund $9.0 million of additional consideration in connection with this investment. In November 2021, the Company entered into an agreement pursuant to which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period. The purchase price to be paid is $33.3 million, plus an amount necessary for iStar to achieve the greater of a 1.25x multiple or a 12% return on its investment. In addition, the Ground Lease documents contain future funding obligations to the Ground Lease tenant of approximately $51.8 million of leasehold improvement allowance upon achievement of certain milestones. In December 2021, iStar contributed the Ground Lease to the Ground Lease Plus Fund. The Company has a noncontrolling interest in the Ground Lease Plus Fund and an affiliate of an existing shareholder (which is affiliated with one of the Company’s independent directors) has a noncontrolling interest in the Ground Lease Plus Fund. The terms of the Company’s commitment under the agreement did not change upon iStar’s contribution of the Ground Lease to the Ground Lease Plus Fund. There can be no assurance that the conditions to closing will be satisfied and that the Company will acquire the Ground Lease from the Ground Lease Plus Fund. In May 2023, certain milestones were met by the tenant as it exited the pre-development stage and the tenant began accessing the leasehold improvement allowance. As of September 30, 2023, the Company funded $12.7 million of the leasehold improvement allowance. In June 2021, the Company acquired from iStar a purchase option agreement for $1.2 million, which amount was equal to the deposit previously made by iStar under such option agreement plus assumption of iStar’s out of pocket costs and expenses in connection with entering into such option agreement. Under the option agreement, the Company had the right to acquire for $215.0 million a property that is under a separate option for the benefit of a third party, whereby such third party has the right to enter into a Ground Lease and develop approximately 1.1 million square feet of office space. In September 2023, the Company terminated its acquisition right under the option agreement for $0.3 million and recognized a loss of $1.9 million, inclusive of the derecognition of previously-capitalized deal structuring costs. The loss is recorded in “Other expense” in the Company’s consolidated statements of operations. In June 2021, the Company entered into two agreements pursuant to each of which it agreed to acquire land and a related Ground Lease originated by iStar when certain construction related conditions are met by a specified time period. The purchase price to be paid for each is $42.0 million, plus an amount necessary for iStar to achieve the greater of a 1.25x multiple and a 9% return on its investment. In addition, each Ground Lease provides for a leasehold improvement allowance up to a maximum of $83.0 million, which obligation would be assumed by the Company upon acquisition. In January 2022, iStar sold the Ground Leases to the Ground Lease Plus Fund in which the Company owns a noncontrolling interest and an existing shareholder (which is affiliated with one of the Company’s independent directors) owns a noncontrolling interest. There can be no assurance that the conditions to closing will be satisfied and that the Company will acquire the properties and Ground Leases from the Ground Lease Plus Fund. Caret units In February 2022, Old SAFE sold an aggregate of 108,571 Caret units, 1.08% of the authorized Caret units, to a group of investors (refer to Note 3). In addition, an affiliate of an existing shareholder (which is affiliated with one of the Company’s independent directors) made a commitment to purchase 28,571 Caret units, or 0.29% of the authorized Caret units, for a purchase price of $5.0 million. As part of the sale, Old SAFE agreed to use commercially reasonable efforts to provide public market liquidity for such Caret units by seeking to provide a listing of the Caret units (or securities into which they may be exchanged) on a public exchange within two years of the sale. In the event public market liquidity of the Caret units is not achieved within such two year period at a valuation not less than the purchase price for the Caret units purchased in February 2022, reduced by an amount equal to the amount of subsequent cash distributions made to investors on account of such Caret units, then the investors in the February 2022 transaction have the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at such purchase price as so reduced. On March 31, 2023, shortly before the closing of the Merger, iStar sold and affiliates of MSD Partners bought 5,405,406 shares of Old SAFE’s common stock then owned by iStar. On March 31, 2023, in conjunction with the closing of the Merger, affiliates of MSD Partners also purchased 100,000 Caret units (refer to Note 11) from the Company for an aggregate purchase price of $20.0 million. Additionally, on March 31, 2023, existing third-party Caret unit holders purchased an aggregate of 22,500 Caret units from the Company for an aggregate $4.5 million. Star Holdings On March 31, 2023, immediately prior to the closing of the Merger, the Company (then known as iStar Inc.) completed the Spin-Off, resulting in the spin-off of its remaining legacy assets and certain other assets pursuant to a separation and distribution agreement (the “Separation and Distribution Agreement”), dated as of March 31, 2023, by and between the Company and Star Holdings. The Separation and Distribution Agreement sets forth, among other things, Star Holdings’ agreements with the Company regarding the principal transactions necessary to separate Star Holdings from the Company. It also sets forth other agreements that govern certain aspects of Star Holdings’ relationship with the Company after the Spin-Off relating to the transfer of assets and assumption of liabilities, cash assets, release of claims, insurance, non-solicitation, segregation of accounts and other matters. The Separation and Distribution Agreement also includes a mutual release by Star Holdings, on the one hand, and the Company, on the other hand, of the other party from certain specified liabilities, as well as mutual indemnification covenants pursuant to which Star Holdings and the Company have agreed to indemnify each other from certain specified liabilities. SpinCo Manager has entered into a management agreement with Star Holdings, pursuant to which it will operate and pursue the orderly monetization of Star Holding’s assets. Pursuant to the management agreement, Star Holdings pays to SpinCo Manager an annual management fee of $25.0 million in year one, $15.0 million in year two, $10.0 million in year three and $5.0 million in year four and 2.0% of the gross book value of Star Holding's assets, excluding shares of the Company’s common stock, for each annual term thereafter. The management agreement has an initial one-year term and will be automatically renewed for successive one-year terms each anniversary date thereafter unless previously terminated. The management agreement may be terminated by Star Holdings without cause by not less than one hundred eighty days’ written notice to SpinCo Manager upon the affirmative vote of at least two-thirds In the event of a termination without cause by Star Holdings prior to the fourth anniversary of the Spin-Off, Star Holdings will pay SpinCo Manager a termination fee of $50.0 million minus the aggregate amount of management fees actually paid to SpinCo Manager prior to the termination date. However, if Star Holdings has completed the liquidation of its assets on or before the termination date, the termination fee will consist of any portion of the annual management fee that remained unpaid for the remainder of the then current annual term plus, if the termination date occurs on or before the third anniversary of the Spin-Off, the amount of the management fee that would have been payable for the next succeeding annual term, or if the termination date occurs after the third anniversary of the Spin-Off, zero. In the event of a termination by the Company based on a reduction in the amount of Star Holdings’ consolidated assets below designated thresholds, Star Holdings will pay SpinCo Manager a termination fee of $30.0 million if the termination occurs in the first year, $15.0 million if the termination occurs in the second year and $5.0 million if the termination occurs in the third year, in each case, plus the balance of any unpaid portion of the annual management fee for the applicable year. During the three and nine months ended September 30, 2023, the Company recorded $6.0 million and $13.2 million, respectively, in management fees from Star Holdings. The management fees are included in “Other income” in the Company’s consolidated statements of operations. The Company and Star Holdings also entered into a governance agreement that places certain restrictions on the transfer and voting of the shares of the Company owned by Star Holdings, and a registration rights agreement under which the Company agreed to register such shares for resale in accordance with applicable securities laws. As of September 30, 2023, Star Holdings owned approximately 19.0% of the Company’s common stock outstanding through a wholly-owned subsidiary. In April 2023, the Company, Portfolio Holdings and Star Investment Holdings SPV LLC (“Star Investment Holdings”), a subsidiary of Star Holdings, entered into an ATM Equity Offering Sales Agreement (the “Selling Stockholder Sales Agreement”) with the sales agents named therein pursuant to which Star Investment Holdings may sell, from time to time, subject to receiving the Company’s consent, up to 1,000,000 shares of the Company’s common stock (the “Selling Stockholder Shares”) through or to the sales agents. Star Investment Holdings may sell the Selling Stockholder Shares in amounts and at times to be determined by the Star Investment Holdings, subject to receiving the Company’s consent, from time to time but has no obligation to sell any of the Selling Stockholder Shares. Actual sales, if any, will depend on a variety of factors to be determined by Star Investment Holdings from time to time, including, among other things, market conditions, the trading price of the Company’s common stock, capital needs and determinations by Star Investment Holdings of the appropriate sources of its funding. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14—Subsequent Events On October 4, 2023, the Company entered into an amendment to the Star Holdings Term Loan Facility (refer to Note 4) with Star Holdings. The amendment provides that: (i) Star Holdings may access the existing $25.0 million additional commitment provided under the agreement to replenish funds expended by Star Holdings on or after October 4, 2023 to make voluntary prepayments under its margin loan facility; and (ii) Star Holdings will no longer have the right to pay interest in kind under the Star Holdings Term Loan Facility. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. In the opinion of management, the accompanying consolidated financial statements contain all adjustments consisting of normal recurring adjustments necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year. |
Principles of Combination and Consolidation | Principles of Consolidation |
Allowance for credit losses on net investment in sales-type leases and Ground Lease receivables | Allowance for credit losses on net investment in sales-type leases and Ground Lease receivables quantitative analysis to estimate expected loss rates for its portfolio of net investment in sales-type leases and Ground Lease receivables. The Company analyzes historical data provided by Trepp (“Trepp”) for single asset borrower loans and considers comparable loan to value ratios, loss rates, timing of losses, vintage, property type and other statistics. The Company updates its analysis for c higher inherent risk of deals under construction. Interest receivable is not included in the Company’s allowance for credit losses on net investment in sales-type leases and Ground Lease receivables as the Company performs timely write-offs, if any, of aged interest receivables. The Company has also made a policy election to write off aged interest receivables through interest income from sales-type leases as opposed to through the provision for credit losses. |
Real estate available and held for sale | Real estate available and held for sale— The Company classifies its real estate assets as held for sale in the period in which all of the following conditions are met: (i) the Company commits to a plan and has the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) the Company has initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reflective of its current fair value; and (vi) the Company does not anticipate changes to its plan to sell the asset. If circumstances arise that were previously considered unlikely and, as a result the Company decides not to sell a property previously classified as held for sale, the property is reclassified as held and used and included in "Real estate, net" on the Company’s consolidated balance sheets. The Company measures and records a property that is reclassified as held and used at the lower of: (i) its carrying amount before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held and used; or (ii) the estimated fair value at the date of the subsequent decision not to sell. |
Fair values | Fair Values The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions): As of September 30, 2023 As of December 31, 2022 Carrying Fair Carrying Fair Value Value Value Value Assets Net investment in sales-type leases (1) $ 3,183 $ 3,073 $ 3,107 $ 3,236 Ground Lease receivables (1) 1,564 1,574 1,375 1,501 Loans receivable, net - related party (1) 112 114 — — Cash and cash equivalents (2) 11 11 20 20 Restricted cash (2) 28 28 28 28 Liabilities Debt obligations, net (1) Level 1 739 558 738 573 Level 3 3,199 2,564 2,783 2,358 Total debt obligations, net 3,938 3,122 3,521 2,931 (1) The fair value of the Company’s net investment in sales-type leases, Ground Lease receivables and loans receivable, net – related party are classified as Level 3 within the fair value hierarchy . The fair value of the Company’s debt obligations traded in secondary markets are classified as Level 1 within the fair value hierarchy and the fair value of the Company’s debt obligations not traded in secondary markets are classified as Level 3 within the fair value hierarchy. (2) The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy . |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests period at a valuation not less than the purchase price for the Caret units purchased in February 2022, reduced by an amount equal to the amount of subsequent cash distributions made to the investors on account of such Caret units, then the investors in the February 2022 transaction have the right to cause their Caret units purchased in February 2022 to be redeemed by Portfolio Holdings at their original purchase price as so reduced. The Company classifies these redeemable Caret units in accordance with Accounting Standards Codification (“ASC”) 480: Distinguishing Liabilities from Equity. ASC 480-10-S99-3A requires that equity securities redeemable at the option of the holder be classified outside of permanent stockholders’ equity. The Company classifies redeemable Caret units as “Redeemable noncontrolling interests” in its consolidated balance sheets and consolidated statements of changes in equity. The redeemable noncontrolling interest’s carrying amount is equal to the higher of (i) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income or loss and dividends; or (ii) the redemption value. |
Stock-based compensation | Stock-based compensation |
Income taxes | Income taxes |
Loans receivable, net - related party | Loans receivable, net – related party The Company performs a quarterly analysis of its loan receivable that incorporates management’s current judgments about credit quality based on all known and relevant internal and external factors that may affect collectability. The Company considers, among other things, payment status, lien position, borrower financial resources and investment collateral, collateral type, project economics and other economic factors. The Company estimates its Expected Loss on its loans receivable based on relevant information including current market conditions and reasonable and supportable forecasts that affect the collectability of its investments. The estimate of the Company’s Expected Loss requires significant judgment. The Company calculated its Expected Loss through the use of third-party market data that provided current and future economic conditions that may impact the performance of the commercial real estate assets securing its investments. The Company will consider a loan to be non-performing and place it on non-accrual status at such time as: (1) interest payments become 90 days delinquent; (2) it has a maturity default; or (3) management determines it is probable that it will be unable to collect all amounts due according to the contractual terms of the loan. Non-accrual loans will be returned to accrual status when they have become contractually current and management believes all amounts contractually owed will be received. The Company made the accounting policy election to record accrued interest on its loan asset separate from its loans receivable and to exclude accrued interest from its amortized cost basis disclosures. Any accrued interest receivable is recorded in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets. As of September 30, 2023, the Company had $26 thousand of accrued interest on its consolidated balance sheets. The Company will place its loan on non-accrual status once interest on the loan becomes 90 days delinquent and will reverse any accrued interest as a reduction to interest income or recognizes a credit loss expense at such time. As such, the Company elected the practical expedient to not record an allowance against accrued interest receivable. During the three and nine months ended September 30, 2023, the Company did not reverse any accrued interest on its loan asset. |
Equity Investments | Equity Investments |
Interest Income - related party | Interest Income – related party |
Management fees | Management fees with ASC 606: Revenue from Contracts with Customers (“ASC 606”). Upon the Company’s initial evaluation of the management contract, the Company evaluated the payment terms and termination clauses and it determined the estimated term of the contract to be three years and the total transaction price to be $50.0 million. The Company determined that the termination fees payable by Star Holdings in year one through year three upon termination of the management agreement would be substantive and therefore termination of the management agreement would be unlikely before year four. The Company will continue to evaluate the anticipated term and total transaction price of the management agreement as it executes its performance obligations under the management agreement. Pursuant to ASC 606, the Company allocated the transaction price to its performance obligations under the management agreement. The Company determined that the management contract represents a single continuing performance obligation and tracks its progress toward satisfying its performance obligation using an input method to measure the level of effort expended during the period and time budgeted to complete its obligations, which is subject to variability based on market conditions . The Company recognizes management fee income as it satisfies the performance obligations of the contract and records management fees in “Other income” in the Company’s consolidated statements of operations. |
Acquisitions | Acquisitions The Company’s acquisition of iStar was accounted for as a business combination. For business combinations, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the Company’s consolidated balance sheets. I Fair values are based on available information including discounted cash flow analysis or similar fair value models. Fair value estimates are also made using significant assumptions such as capitalization rates, discount rates, fair market lease rates and other market data. The fair value of the Company’s interests in equity investments acquired is calculated using the fair value of the investments held by the venture, which are valued using methods as described above, and considers the Company’s economics in the venture. The fair value of financial instruments, which could include loans receivable or net investment in sales-type leases, is based on current market conditions and loan or lease agreements in place. The fair value of tangible assets, which could include land, buildings, building improvements and tenant improvements is determined as if these assets are vacant. Intangible assets may include the value of right of use lease assets, above-market leases and in-place leases. As lessee, right of use lease assets and lease liabilities are As lessee, operating lease right of use assets are included in “Deferred expenses and other assets, net” and operating lease liabilities are recorded in “Accounts payable, accrued expenses and other liabilities” on the Company’s consolidated balance sheets. As lessee, above-market operating lease intangibles, in-place operating lease intangibles and below-market lease assets are each recorded at their fair values and included in “Deferred expenses and other assets, net” on the Company’s consolidated balance sheets. The table below shows the Company’s purchase consideration for the acquisition of iStar ($ in thousands): Total Company shares as purchase price (1) 1,195,034 Stock price of the Company’s common stock (2) $ 29.78 Fair value of the Company's stock transferred 35,588 Cash consideration paid by the Company to iStar 88,685 Purchase consideration $ 124,273 (1) The total post-Merger shares of the Company to be held by iStar shareholders includes 12.7 million shares that were issued as consideration for the investment in Old SAFE previously held by iStar as of March 30, 2023 that were retired in connection with the Merger. Accordingly, these shares are excluded from the purchase consideration as they are reflected as a treasury stock repurchase and retirement by Old SAFE. (2) Based on the closing price of Old SAFE’s common stock as of March 30, 2023, representing the final closing price prior to the effective time of the Merger. The Merger was accounted for as a business combination pursuant to ASC 805 and all Merger related costs were expensed as incurred. The Company recorded $0.1 million of Merger expenses during the three months ended September 30, 2023 in “Other expense” in the Company’s consolidated statements of operations. The Company recorded $18.9 million of Merger expenses during the nine months ended September 30, 2023, of which $14.1 million was recorded in “Other expense” and $4.8 million was recorded in “General and administrative” in the Company’s consolidated statements of operations. During the nine months ended September 30, 2023, the Company also recorded $0.9 million of related non-recurring charges in “Other expense” and a provision for credit losses of $2.3 million on the Secured Term Loan Facility (refer to Note 4) which was originated at the time of the Merger in conjunction with the Spin-Off. Excluding $3.0 million of related non-recurring charges and the $2.3 million provision for credit losses on the Secured Term Loan Facility, through September 30, 2023, the Company has incurred $26.6 million of Merger expenses. The following table sets forth the preliminary allocation as of March 31, 2023 of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed, recognized as a result of the acquisition described in Note 1 above, measurement period adjustments and a revised allocation of the purchase consideration ($ in thousands): Preliminary Measurement Revised Purchase Price Period Purchase Price Cash and cash equivalents $ 3,213 $ — $ 3,213 Real estate 1,508 — 1,508 Equity investments (1) 61,247 — 61,247 Deferred tax asset (2) — 6,292 6,292 Deferred expenses and other assets (2)(3) 25,442 6,480 31,922 Total assets acquired 91,410 12,772 104,182 Accounts payable, accrued expenses and other liabilities (2)(4) (22,939) (2,340) (25,279) Debt obligations (5) (99,995) — (99,995) Total liabilities assumed (122,934) (2,340) (125,274) Net identifiable (liabilities assumed) assets acquired (31,524) 10,432 (21,092) Purchase consideration $ 124,273 $ — $ 124,273 Add: net identifiable liabilities assumed 31,524 (10,432) 21,092 Goodwill (6) 155,797 (10,432) 145,365 (1) Equity investments were valued using discount rates between 7.2% and 13.9% and are classified as Level 3 within the fair value hierarchy. (2) During the three months ended June 30, 2023, the Company recorded a deferred tax asset in the amount of $6.3 million, net of a valuation allowance in the amount of $2.8 million, and reduced goodwill by $6.3 million. The net deferred tax asset relates to net operating loss carryovers to which the Company’s taxable REIT subsidiary is a successor and were finalized upon filing tax returns subsequent to the Merger for periods prior to the Merger. During the three months ended September 30, 2023, the Company recognized $6.5 million of deferred expenses and other assets related to final state tax receivables and $2.3 million in accounts payable, accrued expenses and other liabilities as a result of finalizing its tax returns which produced additional information not available at the time of the Merger. The following table presents a rollforward of the Company’s goodwill: Balance at December 31, 2022 $ — Goodwill recognized at Merger 155,797 Reduction to goodwill resulting from measurement period adjustments (10,432) Impairment (145,365) Balance at September 30, 2023 $ — (3) Deferred expenses and other assets includes $11.0 million attributable to operating lease right of use assets , $4.7 million attributable to prepaid expenses resulting from the settlement of iStar’s compensation plans, $2.1 million attributable to in-place prepaid contracts, $1.3 million attributable to office furniture and equipment and $6.3 million attributable to other receivables. (4) Accounts payable, accrued expenses and other liabilities primarily includes a $14.2 million operating lease liability . In addition, under the Merger Agreement, iStar was required to fund its share of merger-related costs and to provide sufficient cash to fund any unresolved corporate obligations and accrued liabilities or costs yet-to-be incurred prior to the Merger. Accounts payable, accrued expenses and other liabilities includes approximately $8.7 million of obligations assumed from iStar, which are offset with corresponding amounts in cash and cash equivalents and amounts receivable in deferred expenses and other assets, net sufficient to settle such obligations. (5) Debt obligations were valued using a discount rate of 6.7% and are classified as Level 3 within the fair value hierarchy. (6) Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized after the completion of the Merger. The following table summarizes the Company's pro forma revenues and net income (loss) for the three and nine months ended September 30, 2023 and 2022 as if the Merger described in Note 1 was completed on January 1, 2022 ($ in thousands): (1) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Pro forma revenues $ 85,561 $ 84,388 $ 268,478 $ 229,608 Pro forma net income (loss) (122,846) 45,214 (66,412) (118,086) (1) The pro forma revenues and net income (loss) are presented for informational purposes only and may not be indicative of what the actual results of operations of the Company would have been assuming the transaction occurred on January 1, 2022, nor do they purport to represent the Company’s results of operations for future periods. For the nine months ended September 30, 2022, pro forma net loss includes $47.7 million of merger expenses (including $20.3 million of merger expenses borne by iStar), which are non-recurring in nature. For the three and nine months ended September 30, 2022, pro forma net loss includes $13.2 million and $171.9 million, respectively, of losses on extinguishment of debt, which are non-recurring in nature. From the date of the Merger closing through September 30, 2023, $0.1 million of total revenues and $6.0 million of net income of the acquiree are included in the Company’s consolidated statements of operations. |
Goodwill | Goodwill Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired (or liabilities assumed) and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized from the Merger. During the three months ended September 30, 2023, the Company experienced a precipitous and sustained decline in the price per share of its common stock, which it identified as an indicator of goodwill impairment. As a result, the Company performed an interim goodwill evaluation. The Company determined that its carrying value exceeded its estimated fair value and therefore recorded an impairment of goodwill. The |
New Accounting Pronouncements | New accounting pronouncements The Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), as amended, on January 1, 2023 using the modified retrospective approach method. Under the modified retrospective approach, the Company recorded a cumulative effect adjustment to retained earnings by recording an initial allowance for credit losses on net investment in sales-type leases and Ground Lease receivables. Periods presented that are prior to the adoption date of January 1, 2023 will not be adjusted. ASU 2016-13 replaced the incurred loss impairment methodology with a methodology that reflects a current expected credit loss ("Expected Loss"). ASU 2016-13 impacted all of the Company’s investments held at amortized cost, which included its net investment in sales-type leases and Ground Lease receivables. The Company also adopted ASU 2022-02, Financial Instruments—Credit Losses: Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminated troubled debt restructuring recognition and measurement guidance and requires disclosure of gross write-offs by vintage for public business entities. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements. |
Summary of Significant Policies
Summary of Significant Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table presents the carrying value and fair value for the Company’s financial instruments ($ in millions): As of September 30, 2023 As of December 31, 2022 Carrying Fair Carrying Fair Value Value Value Value Assets Net investment in sales-type leases (1) $ 3,183 $ 3,073 $ 3,107 $ 3,236 Ground Lease receivables (1) 1,564 1,574 1,375 1,501 Loans receivable, net - related party (1) 112 114 — — Cash and cash equivalents (2) 11 11 20 20 Restricted cash (2) 28 28 28 28 Liabilities Debt obligations, net (1) Level 1 739 558 738 573 Level 3 3,199 2,564 2,783 2,358 Total debt obligations, net 3,938 3,122 3,521 2,931 (1) The fair value of the Company’s net investment in sales-type leases, Ground Lease receivables and loans receivable, net – related party are classified as Level 3 within the fair value hierarchy . The fair value of the Company’s debt obligations traded in secondary markets are classified as Level 1 within the fair value hierarchy and the fair value of the Company’s debt obligations not traded in secondary markets are classified as Level 3 within the fair value hierarchy. (2) The Company determined the carrying values of its cash and cash equivalents and restricted cash approximated their fair values and are classified as Level 1 within the fair value hierarchy . |
Schedule of Purchase Consideration for Acquisition of iStar | The table below shows the Company’s purchase consideration for the acquisition of iStar ($ in thousands): Total Company shares as purchase price (1) 1,195,034 Stock price of the Company’s common stock (2) $ 29.78 Fair value of the Company's stock transferred 35,588 Cash consideration paid by the Company to iStar 88,685 Purchase consideration $ 124,273 (1) The total post-Merger shares of the Company to be held by iStar shareholders includes 12.7 million shares that were issued as consideration for the investment in Old SAFE previously held by iStar as of March 30, 2023 that were retired in connection with the Merger. Accordingly, these shares are excluded from the purchase consideration as they are reflected as a treasury stock repurchase and retirement by Old SAFE. (2) Based on the closing price of Old SAFE’s common stock as of March 30, 2023, representing the final closing price prior to the effective time of the Merger. |
Schedule of Identifiable Tangible and Intangible Assets Acquired and Liabilities Assumed | The following table sets forth the preliminary allocation as of March 31, 2023 of the purchase consideration to the fair values of identifiable tangible and intangible assets acquired and liabilities assumed, recognized as a result of the acquisition described in Note 1 above, measurement period adjustments and a revised allocation of the purchase consideration ($ in thousands): Preliminary Measurement Revised Purchase Price Period Purchase Price Cash and cash equivalents $ 3,213 $ — $ 3,213 Real estate 1,508 — 1,508 Equity investments (1) 61,247 — 61,247 Deferred tax asset (2) — 6,292 6,292 Deferred expenses and other assets (2)(3) 25,442 6,480 31,922 Total assets acquired 91,410 12,772 104,182 Accounts payable, accrued expenses and other liabilities (2)(4) (22,939) (2,340) (25,279) Debt obligations (5) (99,995) — (99,995) Total liabilities assumed (122,934) (2,340) (125,274) Net identifiable (liabilities assumed) assets acquired (31,524) 10,432 (21,092) Purchase consideration $ 124,273 $ — $ 124,273 Add: net identifiable liabilities assumed 31,524 (10,432) 21,092 Goodwill (6) 155,797 (10,432) 145,365 (1) Equity investments were valued using discount rates between 7.2% and 13.9% and are classified as Level 3 within the fair value hierarchy. (2) During the three months ended June 30, 2023, the Company recorded a deferred tax asset in the amount of $6.3 million, net of a valuation allowance in the amount of $2.8 million, and reduced goodwill by $6.3 million. The net deferred tax asset relates to net operating loss carryovers to which the Company’s taxable REIT subsidiary is a successor and were finalized upon filing tax returns subsequent to the Merger for periods prior to the Merger. During the three months ended September 30, 2023, the Company recognized $6.5 million of deferred expenses and other assets related to final state tax receivables and $2.3 million in accounts payable, accrued expenses and other liabilities as a result of finalizing its tax returns which produced additional information not available at the time of the Merger. The following table presents a rollforward of the Company’s goodwill: Balance at December 31, 2022 $ — Goodwill recognized at Merger 155,797 Reduction to goodwill resulting from measurement period adjustments (10,432) Impairment (145,365) Balance at September 30, 2023 $ — (3) Deferred expenses and other assets includes $11.0 million attributable to operating lease right of use assets , $4.7 million attributable to prepaid expenses resulting from the settlement of iStar’s compensation plans, $2.1 million attributable to in-place prepaid contracts, $1.3 million attributable to office furniture and equipment and $6.3 million attributable to other receivables. (4) Accounts payable, accrued expenses and other liabilities primarily includes a $14.2 million operating lease liability . In addition, under the Merger Agreement, iStar was required to fund its share of merger-related costs and to provide sufficient cash to fund any unresolved corporate obligations and accrued liabilities or costs yet-to-be incurred prior to the Merger. Accounts payable, accrued expenses and other liabilities includes approximately $8.7 million of obligations assumed from iStar, which are offset with corresponding amounts in cash and cash equivalents and amounts receivable in deferred expenses and other assets, net sufficient to settle such obligations. (5) Debt obligations were valued using a discount rate of 6.7% and are classified as Level 3 within the fair value hierarchy. (6) Goodwill is calculated as the excess of purchase consideration over the fair value of the net identifiable assets acquired and primarily relates to the acquisition of iStar’s workforce and future synergies expected to be realized after the completion of the Merger. |
Rollforward of Goodwill | Balance at December 31, 2022 $ — Goodwill recognized at Merger 155,797 Reduction to goodwill resulting from measurement period adjustments (10,432) Impairment (145,365) Balance at September 30, 2023 $ — |
Schedule of Pro Forma Revenues and Net Income (Loss) | The following table summarizes the Company's pro forma revenues and net income (loss) for the three and nine months ended September 30, 2023 and 2022 as if the Merger described in Note 1 was completed on January 1, 2022 ($ in thousands): (1) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Pro forma revenues $ 85,561 $ 84,388 $ 268,478 $ 229,608 Pro forma net income (loss) (122,846) 45,214 (66,412) (118,086) (1) The pro forma revenues and net income (loss) are presented for informational purposes only and may not be indicative of what the actual results of operations of the Company would have been assuming the transaction occurred on January 1, 2022, nor do they purport to represent the Company’s results of operations for future periods. For the nine months ended September 30, 2022, pro forma net loss includes $47.7 million of merger expenses (including $20.3 million of merger expenses borne by iStar), which are non-recurring in nature. For the three and nine months ended September 30, 2022, pro forma net loss includes $13.2 million and $171.9 million, respectively, of losses on extinguishment of debt, which are non-recurring in nature. From the date of the Merger closing through September 30, 2023, $0.1 million of total revenues and $6.0 million of net income of the acquiree are included in the Company’s consolidated statements of operations. |
Net Investment in Sales-type _2
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Net Investment in Sales Type Leases | The Company’s net investment in sales-type leases were comprised of the following ($ in thousands): September 30, 2023 December 31, 2022 Total undiscounted cash flows (1) $ 29,715,761 $ 29,586,227 Unguaranteed estimated residual value (1) 2,915,013 2,900,218 Present value discount (29,447,714) (29,379,846) Allowance for credit losses (468) — Net investment in sales-type leases (2) $ 3,182,592 $ 3,106,599 (1) As of September 30, 2023, total discounted cash flows were approximately $3,153 million and the discounted unguaranteed estimated residual value was $30.1 million. As of December 31, 2022, total discounted cash flows were approximately $3,077 million and the discounted unguaranteed estimated residual value was $29.1 million. (2) As of September 30, 2023, $6.5 million was attributable to noncontrolling interests. |
Schedule of rollforward of net investment in sales-type leases and Ground Lease receivables | The following table presents a rollforward of the Company’s net investment in sales-type leases and Ground Lease receivables for the nine months ended September 30, 2023 and 2022 ($ in thousands): Net Investment in Ground Lease Sales-type Leases Receivables Total Nine Months Ended September 30, 2023 Beginning balance $ 3,106,599 $ 1,374,716 $ 4,481,315 Impact from adoption of new accounting standard (refer to Note 3) (351) (199) (550) Origination/acquisition/fundings (1) 33,400 170,194 203,594 Accretion 43,061 19,078 62,139 Provision for credit losses (117) (119) (236) Ending balance (2) $ 3,182,592 $ 1,563,670 $ 4,746,262 Net Investment in Ground Lease Sales-type Leases Receivables Total Nine Months Ended September 30, 2022 Beginning balance $ 2,412,716 $ 796,252 $ 3,208,968 Sales (76,701) — (76,701) Origination/acquisition/fundings (1) 691,305 515,618 1,206,923 Accretion 38,793 14,762 53,555 Ending balance $ 3,066,113 $ 1,326,632 $ 4,392,745 (1) The net investment in sales-type leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed estimated residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company’s estimate of residual value equals the fair value of the land at lease commencement. (2) As of September 30, 2023 and December 31, 2022, all of the Company’s net investment in sales-type leases and Ground Lease receivables were current in their payment status. As of September 30, 2023, the Company’s weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.1% and 5.4% , respectively. As of September 30, 2023, the weighted average remaining life of the Company’s 35 Ground Lease receivables was 98.3 years. |
Schedule of changes in allowance for credit losses on net investment in sales-type leases and Ground Lease receivables | Allowance for Credit Losses Net investment in sales-type leases Stabilized Development Unfunded Three Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 259 $ 77 $ 1 $ 337 Provision for credit losses (1) 110 22 — 132 Allowance for credit losses at end of period (2) $ 369 $ 99 $ 1 $ 469 Ground Lease receivables Stabilized Development Unfunded Three Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ 94 $ 127 $ 60 $ 281 Provision for (recovery of) credit losses (1) 40 57 (3) 94 Allowance for credit losses at end of period (2) $ 134 $ 184 $ 57 $ 375 Net investment in sales-type leases Stabilized Development Unfunded Nine Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (refer to Note 3) (3) 280 71 6 357 Provision for (recovery of) credit losses (1) 89 28 (5) 112 Allowance for credit losses at end of period (2) $ 369 $ 99 $ 1 $ 469 Ground Lease receivables Stabilized Development Unfunded Nine Months Ended September 30, 2023 Properties Properties Commitments Total Allowance for credit losses at beginning of period $ — $ — $ — $ — Impact from adoption of new accounting standard (refer to Note 3) (3) 102 97 84 283 Provision for (recovery of) credit losses (1) 32 87 (27) 92 Allowance for credit losses at end of period (2) $ 134 $ 184 $ 57 $ 375 (1) During the three months ended September 30, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases and Ground Lease receivables of $0.1 million and $0.1 million, respectively. The provision for credit losses was due primarily to a declining macroeconomic forecast since June 30, 2023. During the nine months ended September 30, 2023, the Company recorded a provision for credit losses on net investment in sales-type leases and Ground Lease receivables of $0.1 million and $0.1 million, respectively. The provision for credit losses on net investment in leases and Ground Lease receivables was due primarily to a declining macroeconomic forecast since December 31, 2022. (2) Allowance for credit losses on unfunded commitments is recorded in “Accounts payable and accrued expenses” on the Company’s consolidated balance sheets. (3) On January 1, 2023, the Company recorded an allowance for credit losses on net investment in sales-type leases of $0.4 million and an allowance for credit losses on Ground Lease receivables of $0.2 million upon the adoption of ASU 2016-13, of which an aggregate of $0.1 million related to expected credit losses for unfunded commitments and was recorded in "Accounts payable, accrued expenses and other liabilities." |
Amortized Cost Basis in Ground Lease Receivables | The Company’s amortized cost basis in Ground Lease receivables, presented by year of origination and by stabilized or development status, was as follows as of September 30, 2023 ($ in thousands): Year of Origination 2023 2022 2021 2020 2019 Prior to 2019 Total Ground Lease receivables Stabilized properties $ 19,004 $ 295,600 $ 133,296 $ 179,914 $ 447,915 $ — $ 1,075,729 Development properties 1 345,220 143,038 — — — 488,259 Total $ 19,005 $ 640,820 $ 276,334 $ 179,914 $ 447,915 $ — $ 1,563,988 |
Future Minimum Lease Payments Under Sales-type Leases | Future Minimum Lease Payments under Sales-type Leases Fixed Bumps Fixed Bumps with with Inflation Fixed Percentage Adjustments Bumps Rent Total 2023 (remaining three months) $ 24,735 $ 561 $ 146 $ 25,442 2024 101,639 2,256 586 104,481 2025 103,607 2,283 586 106,476 2026 105,567 2,311 586 108,464 2027 107,475 2,339 586 110,400 Thereafter 28,577,374 583,455 99,669 29,260,498 Total undiscounted cash flows $ 29,020,397 $ 593,205 $ 102,159 $ 29,715,761 |
Recognized Interest Income from Sales type Leases | During the three and nine months ended September 30, 2023 and 2022, the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands): Net Investment Ground in Sales-type Lease Three Months Ended September 30, 2023 Leases Receivables Total Cash $ 25,309 $ 12,767 $ 38,076 Non-cash 14,482 6,572 21,054 Total interest income from sales-type leases $ 39,791 $ 19,339 $ 59,130 Net Investment Ground in Sales-type Lease Three Months Ended September 30, 2022 Leases Receivables Total Cash $ 24,256 $ 10,585 $ 34,841 Non-cash 14,108 5,787 19,895 Total interest income from sales-type leases $ 38,364 $ 16,372 $ 54,736 Net Investment Ground in Sales-type Lease Nine Months Ended September 30, 2023 Leases Receivables Total Cash $ 75,355 $ 36,856 $ 112,211 Non-cash 43,061 19,078 62,139 Total interest income from sales-type leases $ 118,416 $ 55,934 $ 174,350 Net Investment Ground in Sales-type Lease Nine Months Ended September 30, 2022 Leases Receivables Total Cash $ 66,017 $ 26,442 $ 92,459 Non-cash 38,793 14,762 53,555 Total interest income from sales-type leases $ 104,810 $ 41,204 $ 146,014 |
Real Estate, Real Estate-Rela_2
Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Real Estate [Abstract] | |
Schedule of Real Estate Assets | The Company’s real estate assets consist of the following ($ in thousands): As of September 30, 2023 December 31, 2022 Land and land improvements, at cost $ 551,339 $ 547,739 Buildings and improvements, at cost 193,232 193,232 Less: accumulated depreciation (38,892) (34,371) Total real estate, net $ 705,679 $ 706,600 Real estate-related intangible assets, net 212,771 217,795 Real estate available and held for sale (1) 7,216 — Total real estate, net and real estate-related intangible assets, net and real estate available and held for sale $ 925,666 $ 924,395 (1) During the three months ended September 30, 2023, the Company acquired $7.2 million of real property that is being marketed for sale and is recorded in real estate available and held for sale. During the nine months ended September 30, 2023, the Company sold $1.5 million of real property that was acquired from iStar that was classified as available for sale upon acquisition. The Company recognized $0.1 million of gains on the sales, which is recorded in “Other income” in the Company’s consolidated statements of operations. |
Schedule of Real Estate-Related Intangible Assets, Net | Real estate-related intangible assets, net consist of the following items ($ in thousands): As of September 30, 2023 Gross Accumulated Carrying Intangible Amortization Value Above-market lease assets, net (1) $ 186,002 $ (17,605) $ 168,397 In-place lease assets, net (2) 65,345 (21,678) 43,667 Other intangible assets, net 750 (43) 707 Total $ 252,097 $ (39,326) $ 212,771 As of December 31, 2022 Gross Accumulated Carrying Intangible Amortization Value Above-market lease assets, net (1) $ 186,002 $ (15,254) $ 170,748 In-place lease assets, net (2) 65,345 (19,011) 46,334 Other intangible assets, net 750 (37) 713 Total $ 252,097 $ (34,302) $ 217,795 (1) Above-market lease assets are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Above-market lease assets are amortized over the non-cancelable term of the leases. (2) In-place lease assets are recognized during asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. In-place lease assets are amortized over the non-cancelable term of the leases . |
Schedule of Amortization of Real Estate Related Intangible Assets | The amortization of real estate-related intangible assets had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 ($ in thousands): Income Statement For the Three Months Ended September 30, Intangible asset Location 2023 2022 Above-market lease assets (decrease to income) Operating lease income $ 784 $ 784 In-place lease assets (decrease to income) Depreciation and amortization 889 898 Other intangible assets (decrease to income) Operating lease income 2 2 Income Statement For the Nine Months Ended September 30, Intangible asset Location 2023 2022 Above-market lease assets (decrease to income) Operating lease income $ 2,351 $ 2,351 In-place lease assets (decrease to income) Depreciation and amortization 2,667 2,688 Other intangible assets (decrease to income) Operating lease income 6 6 |
Schedule of Future Amortization Expense | The estimated amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands): (1) Year Amount 2023 (remaining three months) $ 1,658 2024 6,634 2025 6,634 2026 3,725 2027 3,725 (1) As of September 30, 2023, the weighted average amortization period for the Company’s real estate-related intangible assets was approximately 80.3 years. |
Schedule of Real Estate Related Intangible Liabilities | Real estate-related intangible liabilities, net consist of the following items ($ in thousands): As of September 30, 2023 Gross Accumulated Carrying Intangible Amortization Value Below-market lease liabilities (1) $ 68,618 $ (4,655) $ 63,963 As of December 31, 2022 Gross Accumulated Carrying Intangible Amortization Value Below-market lease liabilities (1) $ 68,618 $ (4,027) $ 64,591 (1) Below-market lease liabilities are recognized during asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. Below-market lease liabilities are amortized over the non-cancelable term of the leases. |
Schedule of Impact of Amortization of Real Estate Related Intangible Liabilities on Statements of Operations | The amortization of real estate-related intangible liabilities had the following impact on the Company’s consolidated statements of operations for the three and nine months ended September 30, 2023 and 2022 ($ in thousands): Income Statement For the Three Months Ended September 30, Intangible liability Location 2023 2022 Below-market lease liabilities (increase to income) Operating lease income $ 209 $ 209 Income Statement For the Nine Months Ended September 30, Intangible liability Location 2023 2022 Below-market lease liabilities (increase to income) Operating lease income $ 628 $ 628 |
Future Minimum Ground Net Lease Payments | Future Minimum Operating Lease Payments Fixed Bumps Fixed with Bumps with Inflation- Inflation Fixed Percentage Percentage Year Linked Adjustments Bumps Rent Rent Total 2023 (remaining three months) $ 1,453 $ 4,363 $ 559 $ 2,755 $ 105 $ 9,235 2024 5,811 17,677 2,247 11,018 421 37,174 2025 5,811 18,004 2,313 11,018 421 37,567 2026 5,811 18,370 2,357 986 421 27,945 2027 5,811 18,755 2,388 986 421 28,361 Thereafter 435,056 4,308,109 433,110 15,826 304 5,192,405 (1) During the three months ended September 30, 2023 and 2022, the Company recognized $0.2 million and $0.2 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations. During the nine months ended September 30, 2023 and 2022, the Company recognized $4.2 million and $1.1 million, respectively, of percentage rent in “Operating lease income” in the Company’s consolidated statements of operations. |
Equity Investments (Tables)
Equity Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Equity Investments | The Company’s equity investments and its proportionate share of earnings (losses) from equity investments were as follows ($ in thousands): Earnings from Earnings from Carrying Value Equity Method Investments Equity Method Investments (1) as of For the Three Months Ended For the Nine Months Ended September 30, December 31, September 30, September 30, 2023 2022 2023 2022 2023 2022 Equity investment 425 Park Avenue $ 134,762 $ 133,118 $ 938 $ 863 $ 2,645 $ 2,540 32 Old Slip 51,145 47,270 1,406 1,381 4,253 4,232 Ground Lease Plus Fund (1) 61,308 — 1,825 — 3,513 — Leasehold Loan Fund (2) 39,903 — 3,282 — 6,109 — Total $ 287,118 $ 180,388 $ 7,451 $ 2,244 $ 16,520 $ 6,772 (1) As of September 30, 2023, the Company has a basis difference of $20.2 million in the Ground Lease Plus Fund that will be amortized over a weighted average remaining term of 100.6 years using the effective interest method. During the three and nine months ended September 30, 2023, $0.8 million and $1.6 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments. (2) As of September 30, 2023, the Company has a basis difference of $12.3 million in the Leasehold Loan Fund that will be amortized over a weighted average remaining term of 3.3 years using the effective interest method. During the three and nine months ended September 30, 2023, $1.0 million and $2.0 million, respectively, of the basis difference was amortized as an increase to earnings from equity method investments. |
Deferred Expenses and Other A_2
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Deferred Expenses and Other Assets, Net | Deferred expenses and other assets, net, consist of the following items ($ in thousands): As of September 30, 2023 December 31, 2022 Operating lease right-of-use asset (1) $ 34,981 $ 26,312 Interest rate hedge assets 92,616 29,346 Deferred finance costs, net (2) 5,031 4,461 Other assets (3) 15,619 2,664 Purchase deposits 3,373 4,333 Leasing costs, net 441 448 Corporate furniture, fixtures and equipment, net 1,078 — Deferred expenses and other assets, net $ 153,139 $ 67,564 (1) Operating lease right-of-use asset relates primarily to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease. Operating lease right-of-use asset is amortized on a straight-line basis over the term of the lease and is recorded in “Real estate expense” in the Company’s consolidated statements of operations. During both the three months ended September 30, 2023 and 2022, the Company recognized $0.1 million in “Real estate expense” and $0.1 million in “Other income” from its operating lease right-of-use asset. During the nine months ended September 30, 2023 and 2022, the Company recognized $0.4 million and $0.3 million, respectively, in “Real estate expense” and $0.4 million and $0.3 million, respectively, in “Other income” from its operating lease right-of-use asset. The related operating lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the Company’s incremental secured borrowing rate for a similar asset estimated to be 5.5% . The Company also has operating leases for office space that it assumed from iStar in connection with the Merger (refer to Note 9). (2) Accumulated amortization of deferred finance costs was $9.7 million and $5.7 million as of September 30, 2023 and December 31, 2022, respectively. (3) As of September 30, 2023, includes $6.9 million of management fees due from Star Holdings. Through September 30, 2023, the Company has earned $13.2 million of management fees from Star Holdings and as of September 30, 2023, $36.8 million of the transaction price is attributable to performance obligations that remain unsatisfied. |
Schedule of Accounts Payable, Accrued Expenses and Other Liabilities | Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands): As of September 30, 2023 December 31, 2022 Interest payable $ 63,232 $ 55,459 Other liabilities (1) 14,671 17,639 Dividends declared and payable 12,907 11,067 Operating lease liability (2) 17,047 5,471 Management fee payable — 5,301 Accrued expenses (3) 15,129 5,420 Accounts payable, accrued expenses and other liabilities $ 122,986 $ 100,357 (1) As of December 31, 2022, other liabilities include $3.1 million due to the Former Manager for allocated payroll costs and costs it paid on the Company’s behalf. (2) Refer to Note 9. (3) As of September 30, 2023, accrued expenses includes accrued compensation, legal, audit and property expenses. As of December 31, 2022, accrued expenses includes accrued legal, audit and property expenses. |
Debt Obligations, net (Tables)
Debt Obligations, net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | The Company’s outstanding debt obligations consist of the following ($ in thousands): As of Interest Scheduled September 30, 2023 December 31, 2022 Rate (1) Maturity Date (2) Secured credit financing: Mortgages $ 1,498,113 $ 1,498,113 3.99 % April 2027 to November 2069 Total secured credit financing (3) 1,498,113 1,498,113 Unsecured financing: 2.80% senior notes 400,000 400,000 2.80 % June 2031 2.85% senior notes 350,000 350,000 2.85 % January 2032 3.98% senior notes 475,000 475,000 3.98 % February 2052 5.15% senior notes 154,001 151,988 5.15 % May 2052 2021 Unsecured Revolver 1,003,000 690,000 Adjusted SOFR % March 2026 2023 Unsecured Revolver — — Adjusted SOFR % July 2025 Trust preferred securities 100,000 — Adjusted SOFR % October 2035 Total unsecured financing 2,482,001 2,066,988 Total debt obligations 3,980,114 3,565,101 Debt premium, discount and deferred financing costs, net (42,287) (43,742) Total debt obligations, net $ 3,937,827 $ 3,521,359 (1) For mortgages, represents the weighted average stated interest rate over the term of the debt from funding through maturity based on the contractual payments owed excluding the effect of debt premium, discount and deferred financing costs. As of September 30, 2023, the weighted average cash interest rate for the Company’s consolidated mortgage debt, based on interest rates in effect at that date, was 3.30% . The difference between the weighted average interest rate and the weighted average cash interest rate is recorded to interest payable within “Accounts payable, accrued expenses, and other liabilities” on the Company’s consolidated balance sheets. As of September 30, 2023, the Company’s combined weighted average stated interest rate and combined weighted average cash interest rate of the Company’s consolidated mortgage debt, the mortgage debt of the Company’s unconsolidated ventures (applying the Company’s percentage interest in the ventures - refer to Note 6), unsecured senior notes and trust preferred securities were 3.85% and 3.32% , respectively. In October 2023, the Company’s interest rates on the 2021 Unsecured Revolver and the 2023 Unsecured Revolver decreased to Adjusted SOFR plus 0.90% as a result of a credit ratings upgrade. (2) Represents the extended maturity date for all debt obligations. (3) As of September 30, 2023, $2.0 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company’s debt obligations. |
Schedule of Maturities of Long-term Debt | Future Scheduled Maturities Secured (1) Unsecured Total 2023 (remaining three months) $ — $ — $ — 2024 — — — 2025 — — — 2026 — 1,003,000 1,003,000 2027 237,000 — 237,000 Thereafter 1,261,113 1,479,001 2,740,114 Total principal maturities 1,498,113 2,482,001 3,980,114 Debt premium, discount and deferred financing costs, net (26,580) (15,707) (42,287) Total debt obligations, net $ 1,471,533 $ 2,466,294 $ 3,937,827 (1) As of September 30, 2023, the Company’s weighted average maturity for its secured mortgages was 27.8 years. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Obligations Under Non-cancelable Operating Leases | Lease Commitments (1) 2023 (remaining three months) $ 1,422 2024 5,692 2025 5,680 2026 — 2027 — Thereafter — Total undiscounted cash flows 12,794 Present value discount (1) (1,112) Other adjustments (2) 5,365 Lease liabilities $ 17,047 (1) The lease liability equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company’s incremental secured borrowing rate for similar collateral. For operating leases, lease liabilities were discounted at the Company’s weighted average incremental secured borrowing rate for similar collateral estimated to be 5.8% and the weighted average remaining lease term is 2.9 years. The Company assumed its operating leases from iStar in connection with the Merger and therefore did not directly make any payments under its operating leases for the three months ended March 31, 2023 or the three and nine months ended September 30, 2022. During the three and nine months ended September 30, 2023, the Company made payments of $1.4 million and $2.9 million, respectively, related to its operating leases. (2) Other adjustments relates to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.5 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company’s Ground Lease tenant at the property pays this expense directly under the terms of a master lease. |
Risk Management and Derivativ_2
Risk Management and Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Derivative Financial Instruments Designated in Hedging Relationships | The table below presents the Company’s derivatives as well as their classification on the consolidated balance sheets as of September 30, 2023 and December 31, 2022 ($ in thousands): (1) September 30, 2023 December 31, 2022 Fair Fair Balance Sheet Derivative Type Value (2) Value (2) Location Assets Interest rate swaps $ 92,616 $ 29,346 Deferred expenses and other assets, net Total $ 92,616 $ 29,346 (1) Over the next 12 months, the Company expects that $5.8 million related to cash flow hedges will be reclassified from “Accumulated other comprehensive income (loss)” as a decrease to interest expense. (2) The fair value of the Company’s derivatives is estimated using valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy. |
Derivative Instruments, Gain (Loss) | The table below presents the effect of the Company’s derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the three and months ended September 30, 2023 and 2022 ($ in thousands): Amount of Gain Amount of Gain (Loss) Reclassified (Loss) Recognized from Accumulated in Accumulated Other Location of Gain (Loss) Other Comprehensive When Recognized in Comprehensive Income into Derivatives Designated in Hedging Relationships Income Income Earnings For the Three Months Ended September 30, 2023 Interest rate swaps Interest expense $ 53,834 $ 1,494 For the Three Months Ended September 30, 2022 Interest rate swaps Interest expense $ 18,587 $ (943) For the Nine Months Ended September 30, 2023 Interest rate swaps Interest expense $ 59,632 $ 1,454 For the Nine Months Ended September 30, 2022 Interest rate swaps Interest expense $ 29,615 $ (2,945) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Net income (loss) $ (122,846) $ 75,391 $ (96,019) $ 123,009 Net (income) attributable to noncontrolling interests (123) (9,314) (138) (9,381) Net income (loss) attributable to Safehold Inc. common shareholders for basic and diluted earnings per common share $ (122,969) $ 66,077 $ (96,157) $ 113,628 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Earnings attributable to common shares: Numerator for basic and diluted earnings per share: Net income (loss) attributable to Safehold Inc. common shareholders - basic $ (122,969) $ 66,077 $ (96,157) $ 113,628 Net income (loss) attributable to Safehold Inc. common shareholders - diluted $ (122,969) $ 66,077 $ (96,157) $ 113,628 Denominator for basic and diluted earnings per share: (1) Weighted average common shares outstanding for basic earnings per common share 67,979 63,393 65,214 61,991 Weighted average common shares outstanding for diluted earnings per common share 67,979 63,393 65,214 61,991 Basic and diluted earnings per common share: (1) Net income (loss) attributable to Safehold Inc. common shareholders - basic $ (1.81) $ 1.04 $ (1.47) $ 1.83 Net income (loss) attributable to Safehold Inc. common shareholders - diluted $ (1.81) $ 1.04 $ (1.47) $ 1.83 (1) For the three and nine months ended September 30, 2023, the effect of certain of the Company’s restricted stock awards were antidilutive due to the Company having a net loss for the period. For the three and nine months ended September 30, 2022, weighted average shares outstanding and earnings per share have been recast in accordance with ASC 805 to reflect the exchange ratio used in the reverse acquisition. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Terms of Related Party Transactions | A summary of the terms of the management agreement with iStar prior to the Merger is below: Manager SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc. Management Fee Annual fee of 1.00% of total equity (up to $1.5 billion) Annual fee of 1.25% of total equity (for incremental equity of $1.5 billion to $3.0 billion) Annual fee of 1.375% of total equity (for incremental equity of $3.0 billion to $5.0 billion) and Annual fee of 1.5% of total equity (for incremental equity over $5.0 billion) Management Fee Consideration At the discretion of the Company’s independent directors, payment will be made in cash or in shares of the Company’s common stock (valued at the greater of: (i) the volume weighted average market price during a specified pricing period; or (ii) the initial public offering price of $20.00 per share) Lock-up Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement) Incentive Fee None Term Non-terminable through June 30, 2023, except for cause. Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company’s independent directors and payment of termination fee. Termination Fee 3x prior year’s management fee |
Business and Organization (Deta
Business and Organization (Details) | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 segment | Mar. 31, 2023 employee | |
Business Acquisition [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Minimum | |||
Business Acquisition [Line Items] | |||
Ground leases term | 30 years | ||
Ground lease investment initial targeted value of ground lease of combined value | 30% | ||
Ground lease, ratio of property net operating income to ground lease payments due | 2 | ||
Percentage cap for Ground Lease rent increases based on consumer price index | 3% | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Ground leases term | 99 years | ||
Ground lease investment initial targeted value of ground lease of combined value | 45% | ||
Ground lease, ratio of property net operating income to ground lease payments due | 4.5 | ||
Percentage cap for Ground Lease rent increases based on consumer price index | 3.50% | ||
Safehold, Inc. (Old SAFE) | |||
Business Acquisition [Line Items] | |||
Number of employees | employee | 0 | ||
Portfolio Holdings | Caret Ventures | |||
Business Acquisition [Line Items] | |||
Ownership interest (percent) | 100% |
Business and Organization - Mer
Business and Organization - Merger Transactions (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2023 USD ($) director shares | Aug. 10, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) shares | Mar. 31, 2023 USD ($) shares | |
Merger | ||||
Number of directors from Old SAFE entity on new post-merger board | director | 3 | |||
Number of directors from iStar entity on new post-merger board | director | 2 | |||
Number of management members from both Old SAFE and iStar entities on new post-merger board | director | 2 | |||
Caret Units | ||||
Merger | ||||
Number of shares to be sold under purchase commitment related to merger | shares | 28,571 | |||
Expected proceeds from sale of shares under purchase commitment related to merger | $ 5 | |||
MSD Partners | Caret Units | ||||
Merger | ||||
Number of shares to be sold under purchase commitment related to merger | shares | 100,000 | |||
Expected proceeds from sale of shares under purchase commitment related to merger | $ 20 | |||
Purchase price adjustment credit on the sale of shares | $ 0.6 | |||
Star Holdings | ||||
Merger | ||||
Stated interest on term loan | 8% | 8% | ||
Term on loan | 4 years | |||
Principal amount of term loan | $ 115 | $ 115 | ||
Star Holdings | Affiliated entity | ||||
Merger | ||||
Term on loan | 4 years | |||
Annual management fee - Year 1 | 25 | |||
Annual management fee - Year 2 | 15 | |||
Annual management fee - Year 3 | 10 | |||
Annual management fee - Year 4 | $ 5 | |||
Annual management fee percent of gross book value, year five and thereafter | 2% | |||
Star Holdings | ||||
Merger | ||||
Cash received in spin off transaction | $ 50 | $ 50 | ||
Shares in Old SAFE received in spin off transaction | shares | 13,500,000 | 13,500,000 | ||
Star Holdings | Morgan Stanley Bank | ||||
Merger | ||||
Bank debt | $ 140 | $ 140 | ||
Number of SAFE shares pledged as security on bank debt | shares | 13,500,000 | 13,500,000 | ||
Star Holdings | Adjusted SOFR | Morgan Stanley Bank | ||||
Merger | ||||
Basis point spread on variable interest rate (percent) | 3% | |||
Star Holdings | Spinco Manager | Affiliated entity | ||||
Merger | ||||
Annual management fee - Year 1 | $ 25 | $ 25 | ||
Annual management fee - Year 2 | 15 | 15 | ||
Annual management fee - Year 3 | 10 | 10 | ||
Annual management fee - Year 4 | $ 5 | $ 5 | ||
Annual management fee percent of gross book value, year five and thereafter | 2% | 2% | ||
iStar Inc. | MSD Partners | ||||
Merger | ||||
Number of shares to be sold under purchase commitment related to merger | shares | 5,405,406 | 5,405,406 | ||
Expected proceeds from sale of shares under purchase commitment related to merger | $ 200 | |||
Sale of stock, share price (in dollars per share) | $ / shares | $ 37 |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation and Combination (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Assets | [1] | $ 6,443,191 | $ 5,850,922 |
Liabilities | [1] | 4,124,776 | $ 3,686,307 |
Variable Interest Entity, Primary Beneficiary | |||
Variable Interest Entity [Line Items] | |||
Assets | 73,200 | ||
Liabilities | $ 30,000 | ||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |||
Assets | |||||||
Net investment in sales-type leases | $ 3,182,592 | $ 3,106,599 | $ 3,066,113 | $ 2,412,716 | |||
Ground Lease receivables | 1,563,670 | [1] | 1,374,716 | [1] | 1,326,632 | $ 796,252 | |
Loan receivable, net | [1] | 112,088 | |||||
Cash and cash equivalents | 11,483 | [1] | 20,066 | [1] | 35,574 | ||
Restricted cash | 27,978 | [1] | 28,324 | [1] | $ 58,001 | ||
Liabilities | |||||||
Debt obligations, net | [1] | 3,937,827 | 3,521,359 | ||||
Carrying Value | |||||||
Assets | |||||||
Net investment in sales-type leases | 3,183,000 | 3,107,000 | |||||
Ground Lease receivables | 1,564,000 | 1,375,000 | |||||
Loan receivable, net | 112,000 | ||||||
Cash and cash equivalents | 11,000 | 20,000 | |||||
Restricted cash | 28,000 | 28,000 | |||||
Liabilities | |||||||
Debt obligations, net | 3,938,000 | 3,521,000 | |||||
Carrying Value | Fair Value, Inputs, Level 1 | |||||||
Liabilities | |||||||
Debt obligations, net | 739,000 | 738,000 | |||||
Carrying Value | Fair Value, Inputs, Level 3 | |||||||
Liabilities | |||||||
Debt obligations, net | 3,199,000 | 2,783,000 | |||||
Fair Value | |||||||
Liabilities | |||||||
Debt obligations, net | 3,122,000 | 2,931,000 | |||||
Fair Value | Fair Value, Inputs, Level 1 | |||||||
Assets | |||||||
Cash and cash equivalents | 11,000 | 20,000 | |||||
Restricted cash | 28,000 | 28,000 | |||||
Liabilities | |||||||
Debt obligations, net | 558,000 | 573,000 | |||||
Fair Value | Fair Value, Inputs, Level 3 | |||||||
Assets | |||||||
Net investment in sales-type leases | 3,073,000 | 3,236,000 | |||||
Ground Lease receivables | 1,574,000 | 1,501,000 | |||||
Loan receivable, net | 114,000 | ||||||
Liabilities | |||||||
Debt obligations, net | $ 2,564,000 | $ 2,358,000 | |||||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Redeemable Noncontrolling Interests (Details) $ in Thousands | 1 Months Ended | ||||
Sep. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) director shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | ||
Subsidiary, Sale of Stock [Line Items] | |||||
Net income attributable to redeemable noncontrolling interests | $ 700 | ||||
Retained earnings | [1] | $ 19,124 | $ 151,226 | ||
Caret Units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Number of units sold | shares | 108,571 | ||||
Number of shares to be sold under purchase commitment related to merger | shares | 28,571 | ||||
Proceeds from stock transaction | $ 19,000 | ||||
Expected proceeds from sale of shares under purchase commitment | $ 5,000 | ||||
Number of independent directors affiliated with an existing shareholder investing in redeemable noncontrolling interest | director | 1 | ||||
Period in which the entity is obligated to provide a public market listing | 2 years | ||||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Narrative) (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 item | Mar. 31, 2023 USD ($) item $ / shares | Sep. 30, 2023 USD ($) item | Mar. 31, 2023 USD ($) item | Sep. 30, 2023 USD ($) item | Jan. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Stock-based compensation | |||||||
Aggregate grant date fair value of awards granted during period | $ 25,000 | ||||||
Per share grant date fair value of awards granted during period | $ / shares | $ 28.89 | ||||||
Award vesting period | 4 years | ||||||
Income taxes | |||||||
Number of Taxable REIT Subsidiaries | item | 2 | 2 | |||||
Current income tax expense | $ 1,400 | ||||||
Deferred income tax expense | 900 | ||||||
Franchise and other state and local income taxes | $ 100 | ||||||
Loan receivable | |||||||
Financing Receivable, Practical Expedient, Accrued Interest Exclusion | true | true | |||||
Allowance for credit losses | |||||||
Amount of allowance for credit losses on ground lease receivables | $ 375 | $ 375 | |||||
Goodwill | |||||||
Impairment of goodwill | 145,365 | 145,365 | |||||
Carrying value of reporting unit | 2,400,000 | 2,400,000 | |||||
Deferred expenses and other assets, net | |||||||
Loan receivable | |||||||
Accrued interest on loans receivable | $ 26 | 26 | |||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | |||||||
Allowance for credit losses | |||||||
Amount of allowance for credit losses on net investment in sales-type leases | $ 400 | $ 400 | |||||
Amount of allowance for credit losses on ground lease receivables | $ 200 | $ 200 | |||||
Star Holdings | |||||||
Loan receivable | |||||||
Term on loan | 4 years | ||||||
Star Holdings | Affiliated entity | |||||||
Loan receivable | |||||||
Term on loan | 4 years | ||||||
Management fees | |||||||
Annual management fee - Year 1 | $ 25,000 | ||||||
Annual management fee - Year 2 | 15,000 | ||||||
Annual management fee - Year 3 | 10,000 | ||||||
Annual management fee - Year 4 | $ 5,000 | ||||||
Annual management fee percent of gross book value, year five and thereafter | 2% | ||||||
Management agreement initial term | 3 years | ||||||
Total transaction price of management fee contract | $ 50,000 | ||||||
iStar Merger | |||||||
Equity investments | |||||||
Number of equity investments acquired | item | 2 | 2 | 2 | ||||
Goodwill | |||||||
Impairment of goodwill | $ 145,365 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Merger (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 15 Months Ended | |||
Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Purchase consideration | ||||||
Cash consideration paid by the Company to iStar | $ 88,685 | |||||
Impairment of goodwill | $ 145,365 | 145,365 | ||||
Purchase price allocation | ||||||
Deferred tax asset, net | 7,173 | 7,173 | $ 7,173 | |||
Operating lease, right-of-use asset | $ 34,981 | $ 34,981 | $ 34,981 | $ 26,312 | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Deferred Costs and Other Assets | Deferred Costs and Other Assets | Deferred Costs and Other Assets | Deferred Costs and Other Assets | ||
Office furniture and equipment | $ 1,078 | $ 1,078 | $ 1,078 | |||
Operating lease liability | $ 17,047 | $ 17,047 | $ 17,047 | $ 5,471 | ||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts payable, accrued expenses and other liabilities | Accounts payable, accrued expenses and other liabilities | Accounts payable, accrued expenses and other liabilities | Accounts payable, accrued expenses and other liabilities | ||
Secured term loan facility | ||||||
Purchase consideration | ||||||
Provision for credit losses | $ 2,300 | |||||
iStar Merger | ||||||
Purchase consideration | ||||||
Total Company shares as purchase price | shares | 1,195,034 | |||||
Stock price of the Company's common stock | $ / shares | $ 29.78 | |||||
Fair value of the Company's stock transferred | $ 35,588 | |||||
Cash consideration paid by the Company to iStar | 88,685 | |||||
Purchase consideration | $ 124,273 | |||||
Shares issued as settled for iStar preexisting investment in the Company which are excluded from purchase consideration | shares | 12,700,000 | |||||
Merger expenses | 18,900 | $ 26,600 | ||||
Merger related nonrecurring charges | 3,000 | |||||
Impairment of goodwill | 145,365 | |||||
Purchase price allocation | ||||||
Cash and cash equivalents | $ 3,213 | |||||
Real estate | 1,508 | |||||
Equity investments | 61,247 | |||||
Deferred tax asset, net | 6,292 | $ 6,300 | ||||
Deferred expenses and other assets | 31,922 | |||||
Total assets acquired | 104,182 | |||||
Accounts payable, accrued expenses and other liabilities | (25,279) | |||||
Debt obligations, net | (99,995) | |||||
Total liabilities assumed | (125,274) | |||||
Net identifiable liabilities acquired | (21,092) | |||||
Goodwill | 145,365 | |||||
Operating lease, right-of-use asset | $ 11,000 | |||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Deferred Costs and Other Assets | |||||
Prepaid expenses | $ 4,700 | |||||
Operating lease liability | $ 14,200 | |||||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts payable, accrued expenses and other liabilities | |||||
Obligations assumed which are directly offset by corresponding equivalent cash and receivable assets acquired sufficient to settle such obligations. | $ 8,700 | |||||
Deferred tax assets valuation allowance | 2,800 | |||||
Reduction in goodwill | $ 6,300 | |||||
iStar Merger | Fair Value, Inputs, Level 3 | ||||||
Purchase price allocation | ||||||
Equity Securities, FV-NI, Measurement Input [Extensible Enumeration] | Measurement Input, Discount Rate | |||||
Debt Instrument, Measurement Input | 6.7 | |||||
Debt Instrument, Measurement Input [Extensible Enumeration] | Measurement Input, Discount Rate | |||||
iStar Merger | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | Minimum | ||||||
Purchase price allocation | ||||||
Equity Securities, FV-NI, Measurement Input | 0.072 | |||||
iStar Merger | Fair Value, Inputs, Level 3 | Measurement Input, Discount Rate | Maximum | ||||||
Purchase price allocation | ||||||
Equity Securities, FV-NI, Measurement Input | 0.139 | |||||
iStar Merger | Deferred expenses and other assets | ||||||
Purchase price allocation | ||||||
In-place prepaid contracts | $ 2,100 | |||||
Office furniture and equipment | 1,300 | |||||
Other receivables | 6,300 | |||||
iStar Merger | Other expense | ||||||
Purchase consideration | ||||||
Merger expenses | $ 100 | 14,100 | ||||
Merger related nonrecurring charges | 900 | |||||
iStar Merger | General and Administrative Expense | ||||||
Purchase consideration | ||||||
Merger expenses | 4,800 | |||||
iStar Merger | Preliminary Purchase Price Allocation | ||||||
Purchase consideration | ||||||
Purchase consideration | 124,273 | |||||
Purchase price allocation | ||||||
Cash and cash equivalents | 3,213 | |||||
Real estate | 1,508 | |||||
Equity investments | 61,247 | |||||
Deferred expenses and other assets | 25,442 | |||||
Total assets acquired | 91,410 | |||||
Accounts payable, accrued expenses and other liabilities | (22,939) | |||||
Debt obligations, net | (99,995) | |||||
Total liabilities assumed | (122,934) | |||||
Net identifiable liabilities acquired | (31,524) | |||||
Goodwill | 155,797 | |||||
iStar Merger | Measurement Period Adjustment | ||||||
Purchase price allocation | ||||||
Deferred tax asset, net | 6,292 | |||||
Deferred expenses and other assets | 6,480 | 6,500 | 6,500 | 6,500 | ||
Total assets acquired | 12,772 | |||||
Accounts payable, accrued expenses and other liabilities | (2,340) | $ (2,300) | $ (2,300) | $ (2,300) | ||
Total liabilities assumed | (2,340) | |||||
Net identifiable liabilities acquired | 10,432 | |||||
Goodwill | $ (10,432) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Goodwill | ||
Impairment | $ (145,365) | $ (145,365) |
iStar Merger | ||
Goodwill | ||
Goodwill recognized at Merger | 155,797 | |
Reduction to goodwill resulting from measurement period adjustments | (10,432) | |
Impairment | $ (145,365) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Merger Pro Forma (Details) - iStar Merger - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pro forma information | |||||
Pro forma revenues | $ 85,561 | $ 84,388 | $ 268,478 | $ 229,608 | |
Pro forma net income (loss) | $ (122,846) | 45,214 | $ (66,412) | (118,086) | |
Pro forma merger expenses | 47,700 | ||||
Pro forma extinguishment of debt | $ 13,200 | 171,900 | |||
iStar Inc. | |||||
Pro forma information | |||||
Pro forma revenues | $ 100 | ||||
Pro forma net income (loss) | $ 6,000 | ||||
Pro forma merger expenses | $ 20,300 |
Net Investment in Sales-type _3
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party (Lease Assignment and Modification) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reclassification [Line Items] | ||||||
Ground lease acquisition purchase price | $ 170,194 | $ 515,618 | ||||
Net proceeds from sale of net investment in lease | $ 136,000 | |||||
Gain on sale of net investment in lease | 55,800 | $ 55,811 | 55,811 | |||
Net gain attributable to noncontrolling interests | 9,500 | $ 123 | $ 9,314 | $ 138 | $ 9,381 | |
Net gain attributable to redeemable noncontrolling interests | $ 700 | |||||
iStar Inc. | ||||||
Reclassification [Line Items] | ||||||
Ground lease acquisition purchase price | $ 36,400 |
Net Investment in Sales-type _4
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party (Joint Venture) (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
May 31, 2023 USD ($) | Sep. 30, 2023 USD ($) lease | Sep. 30, 2022 USD ($) | |
Joint venture | |||
Ground lease acquisition purchase price | $ 170,194 | $ 515,618 | |
Sovereign wealth fund | Joint venture for new acquisitions of Ground Leases | |||
Joint venture | |||
Ownership percentage | 45% | ||
Joint Venture for New Acquisitions of Ground Leases | |||
Joint venture | |||
Joint venture commitments | $ 275,000 | ||
Controlling interest in joint venture | 55% | ||
Percent of Promote fee | 15% | ||
Internal Rate of Return | 9% | ||
Promote fee cap percent | 1.275 | ||
First look rights period on qualifying investments | 18 months | ||
Number of Ground Leases acquired | lease | 2 | ||
Ground lease acquisition purchase price | $ 38,500 | ||
Funded amount of Ground Lease acquisition | $ 14,500 | ||
Joint Venture for New Acquisitions of Ground Leases | First five year following acquisition | |||
Joint venture | |||
Percent of management fee | 0.25% | ||
Management fee term | 5 years | ||
Joint Venture for New Acquisitions of Ground Leases | After five years of acquisition | |||
Joint venture | |||
Percent of management fee | 0.15% | ||
Joint Venture for New Acquisitions of Ground Leases | Sovereign wealth fund | |||
Joint venture | |||
Joint venture commitments | $ 225,000 |
Net Investment in Sales-type _5
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party (Schedule of Net Investment in Sales-type Leases) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Lessor, Lease, Description [Line Items] | ||||
Total undiscounted cash flows | $ 29,715,761 | $ 29,586,227 | ||
Unguaranteed estimated residual value | 2,915,013 | 2,900,218 | ||
Present value discount | (29,447,714) | (29,379,846) | ||
Allowance for credit losses | (468) | 0 | ||
Net investment in sales-type leases | 3,182,592 | 3,106,599 | $ 3,066,113 | $ 2,412,716 |
Total discounted cash flows | 3,153,000 | 3,077,000 | ||
Discounted unguaranteed estimated residual value | 30,100 | $ 29,100 | ||
Noncontrolling Interests | ||||
Lessor, Lease, Description [Line Items] | ||||
Net investment in sales-type leases | $ 6,500 |
Net Investment in Sales-type _6
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party (Schedule of Net Investment in Leases (Details) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 USD ($) lease | Sep. 30, 2022 USD ($) | ||
Net Investment in Sales-type Leases | |||
Net Investment in Sales-type Leases, Beginning Balance | $ 3,106,599 | $ 2,412,716 | |
Net Investment in Sales-type Leases, Sales | (76,701) | ||
Net Investment in Sales-type Leases, Origination/acquisition/fundings | 33,400 | 691,305 | |
Net Investment in Sales-type Leases, Accretion | 43,061 | 38,793 | |
Net Investment in Sales-type Leases, Provision for credit losses | (117) | ||
Net Investment in Sales-type Leases, Ending Balance | 3,182,592 | 3,066,113 | |
Ground Lease Receivables | |||
Ground Lease Receivables, Beginning balance | 1,374,716 | [1] | 796,252 |
Ground Lease Receivables, Origination/acquisition/fundings | 170,194 | 515,618 | |
Ground Lease Receivables, Accretion | 19,078 | 14,762 | |
Ground Lease Receivables, Provision for credit losses | (119) | ||
Ground Lease Receivables, Ending balance | 1,563,670 | [1] | 1,326,632 |
Total | |||
Beginning balance | 4,481,315 | 3,208,968 | |
Sales | (76,701) | ||
Origination/acquisition/fundings | 203,594 | 1,206,923 | |
Accretion | 62,139 | 53,555 | |
Provision for credit losses | (236) | ||
Ending balance | $ 4,746,262 | $ 4,392,745 | |
Weighted average accrual rate for net investment in sales-type leases | 5.10% | ||
Weighted average accrual rate for net investment in ground lease receivables | 5.40% | ||
Ground lease receivables | lease | 35 | ||
Weighted Average | |||
Total | |||
Ground leases term | 98 years 3 months 18 days | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Net Investment in Sales-type Leases | |||
Net Investment in Sales-type Leases, Beginning Balance | $ (351) | ||
Ground Lease Receivables | |||
Ground Lease Receivables, Beginning balance | (199) | ||
Total | |||
Beginning balance | $ (550) | ||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Net Investment in Sales-type _7
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party - Schedule of allowance for credit losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2022 | |
Net Investment in Sales-type Leases | ||||
Allowance for credit losses at beginning of period | $ 0 | |||
Allowance for credit losses, including unfunded commitments, at beginning of period | $ 337 | |||
Provision for (recovery of) credit losses | 132 | 112 | ||
Allowance for credit losses at end of period | 468 | 468 | ||
Allowance for credit losses, including unfunded commitments, at end of period | 469 | 469 | ||
Ground lease receivables | ||||
Allowance for credit losses, including unfunded commitments, at beginning of period | 281 | |||
(Recovery of) provision for credit losses | 94 | 92 | ||
Allowance for credit losses, including unfunded commitments, at end of period | 375 | 375 | ||
Amount of allowance for credit losses on ground lease receivables | 375 | 375 | ||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | ||||
Net Investment in Sales-type Leases | ||||
Allowance for credit losses, including unfunded commitments, at beginning of period | 357 | |||
Ground lease receivables | ||||
Allowance for credit losses, including unfunded commitments, at beginning of period | 283 | |||
Amount of allowance for credit losses on net investment in sales-type leases | $ 400 | $ 400 | ||
Amount of allowance for credit losses on ground lease receivables | 200 | $ 200 | ||
Stabilized properties | ||||
Net Investment in Sales-type Leases | ||||
Allowance for credit losses at beginning of period | 259 | |||
Provision for (recovery of) credit losses | 110 | 89 | ||
Allowance for credit losses at end of period | 369 | 369 | ||
Ground lease receivables | ||||
Allowance for credit losses at beginning of period | 94 | |||
(Recovery of) provision for credit losses | 40 | 32 | ||
Allowance for credit losses at end of period | 134 | 134 | ||
Amount of allowance for credit losses on net investment in sales-type leases | 134 | 134 | ||
Stabilized properties | Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | ||||
Net Investment in Sales-type Leases | ||||
Allowance for credit losses at beginning of period | 280 | |||
Ground lease receivables | ||||
Allowance for credit losses at beginning of period | 102 | |||
Development properties | ||||
Net Investment in Sales-type Leases | ||||
Allowance for credit losses at beginning of period | 77 | |||
Provision for (recovery of) credit losses | 22 | 28 | ||
Allowance for credit losses at end of period | 99 | 99 | ||
Ground lease receivables | ||||
Allowance for credit losses at beginning of period | 127 | |||
(Recovery of) provision for credit losses | 57 | 87 | ||
Allowance for credit losses at end of period | 184 | 184 | ||
Amount of allowance for credit losses on net investment in sales-type leases | 184 | 184 | ||
Development properties | Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | ||||
Net Investment in Sales-type Leases | ||||
Allowance for credit losses at beginning of period | 71 | |||
Ground lease receivables | ||||
Allowance for credit losses at beginning of period | 97 | |||
Unfunded commitments | ||||
Net Investment in Sales-type Leases | ||||
Allowance for credit losses at beginning of period | 1 | |||
Provision for (recovery of) credit losses | 0 | (5) | ||
Allowance for credit losses at end of period | 1 | 1 | ||
Ground lease receivables | ||||
Allowance for credit losses at beginning of period | 60 | |||
(Recovery of) provision for credit losses | (3) | (27) | ||
Allowance for credit losses at end of period | 57 | 57 | ||
Amount of allowance for credit losses on net investment in sales-type leases | $ 57 | 57 | ||
Unfunded commitments | Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | ||||
Net Investment in Sales-type Leases | ||||
Allowance for credit losses at beginning of period | 6 | |||
Ground lease receivables | ||||
Allowance for credit losses at beginning of period | $ 84 | |||
Unfunded commitments | Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2016-13 | Accounts payable, accrued expenses and other liabilities | ||||
Ground lease receivables | ||||
Expected credit losses | $ 100 |
Net Investment in Sales-type _8
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party - Ground lease receivable by year of origination (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Lessor, Lease, Description [Line Items] | |
2023 | $ 19,005 |
2022 | 640,820 |
2021 | 276,334 |
2020 | 179,914 |
2019 | 447,915 |
Total | 1,563,988 |
Stabilized properties | |
Lessor, Lease, Description [Line Items] | |
2023 | 19,004 |
2022 | 295,600 |
2021 | 133,296 |
2020 | 179,914 |
2019 | 447,915 |
Total | 1,075,729 |
Development properties | |
Lessor, Lease, Description [Line Items] | |
2023 | 1 |
2022 | 345,220 |
2021 | 143,038 |
Total | $ 488,259 |
Net Investment in Sales-type _9
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party (Fiscal Year Maturity) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
2023 (remaining three months) | $ 25,442 | |
2024 | 104,481 | |
2025 | 106,476 | |
2026 | 108,464 | |
2027 | 110,400 | |
Thereafter | 29,260,498 | |
Total undiscounted cash flows | 29,715,761 | $ 29,586,227 |
Fixed Bumps with Inflation Adjustments | ||
Lessee, Lease, Description [Line Items] | ||
2023 (remaining three months) | 24,735 | |
2024 | 101,639 | |
2025 | 103,607 | |
2026 | 105,567 | |
2027 | 107,475 | |
Thereafter | 28,577,374 | |
Total undiscounted cash flows | 29,020,397 | |
Fixed Bumps | ||
Lessee, Lease, Description [Line Items] | ||
2023 (remaining three months) | 561 | |
2024 | 2,256 | |
2025 | 2,283 | |
2026 | 2,311 | |
2027 | 2,339 | |
Thereafter | 583,455 | |
Total undiscounted cash flows | 593,205 | |
Fixed Bumps with Percentage Rent | ||
Lessee, Lease, Description [Line Items] | ||
2023 (remaining three months) | 146 | |
2024 | 586 | |
2025 | 586 | |
2026 | 586 | |
2027 | 586 | |
Thereafter | 99,669 | |
Total undiscounted cash flows | $ 102,159 |
Net Investment in Sales-type_10
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party (Interest Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | [1] | $ 59,130 | $ 54,736 | $ 174,350 | $ 146,014 |
Cash | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | 38,076 | 34,841 | 112,211 | 92,459 | |
Non-cash | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | 21,054 | 19,895 | 62,139 | 53,555 | |
Net Investment in Sales-type Leases | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | 39,791 | 38,364 | 118,416 | 104,810 | |
Net Investment in Sales-type Leases | Cash | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | 25,309 | 24,256 | 75,355 | 66,017 | |
Net Investment in Sales-type Leases | Non-cash | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | 14,482 | 14,108 | 43,061 | 38,793 | |
Ground Lease Receivables | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | 19,339 | 16,372 | 55,934 | 41,204 | |
Ground Lease Receivables | Cash | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | 12,767 | 10,585 | 36,856 | 26,442 | |
Ground Lease Receivables | Non-cash | |||||
Lessor, Lease, Description [Line Items] | |||||
Interest income from sales-type leases | $ 6,572 | $ 5,787 | $ 19,078 | $ 14,762 | |
[1] For the nine months ended September 30, 2022, the Company recorded $2.1 million of “Interest income from sales-type leases” in its consolidated statements of operations from Ground Leases with iStar Inc. (“iStar”). |
Net Investment in Sales-type_11
Net Investment in Sales-type Leases, Ground Lease Receivables and Loans Receivable, net - Related Party - Loans receivable (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) D | Mar. 31, 2023 USD ($) | ||
Loans receivable, related party | ||||
Interest income - related party | [1] | $ 2,381 | $ 4,762 | |
Related party | Star Holdings | ||||
Loans receivable, related party | ||||
Principal amount | 115,000 | 115,000 | ||
Interest income - related party | 2,400 | 4,800 | ||
Carrying value | 112,100 | $ 112,100 | ||
Loan repayment period | D | 5 | |||
Related party | Star Holdings | Maximum | ||||
Loans receivable, related party | ||||
Principal amount | $ 25,000 | |||
Star holding term loan facility | Related party | Star Holdings | ||||
Loans receivable, related party | ||||
Fixed interest rate | 8% | |||
Excess unrestricted cash applied for loan repayment | $ 50,000 | |||
Star holding term loan facility | Related party | Star Holdings | Maximum | ||||
Loans receivable, related party | ||||
Fixed interest rate | 10% | |||
Secured term loan facility | ||||
Loans receivable, related party | ||||
Provision for credit losses | $ 2,300 | |||
Secured term loan facility | Related party | Star Holdings | ||||
Loans receivable, related party | ||||
Principal amount | $ 115,000 | |||
Provision for credit losses | $ 100 | $ 2,400 | ||
[1] Refer to Note 3. |
Real Estate, Real Estate-Rela_3
Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale (Real Estate Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | ||
Real Estate [Abstract] | ||||
Land and land improvements, at cost | $ 551,339 | $ 551,339 | $ 547,739 | |
Buildings and improvements, at cost | 193,232 | 193,232 | 193,232 | |
Less: accumulated depreciation | [1] | (38,892) | (38,892) | (34,371) |
Real estate, net | [1] | 705,679 | 705,679 | 706,600 |
Real estate-related intangible assets, net | [1] | 212,771 | 212,771 | 217,795 |
Real estate available and held for sale | 7,216 | 7,216 | ||
Total real estate, net, real estate-related intangible assets, net and real estate available and held for sale | [1] | 925,666 | 925,666 | $ 924,395 |
Sale of real estate held for sale | 1,500 | 1,500 | ||
Gain on sale of real estate available and held for sale. | $ 100 | $ 100 | ||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Real Estate, Real Estate-Rela_4
Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale (Intangibles) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Intangible | $ 252,097 | $ 252,097 | $ 252,097 | |||
Accumulated Amortization | (39,326) | (39,326) | (34,302) | |||
Carrying Value | [1] | 212,771 | 212,771 | 217,795 | ||
Below-market lease liabilities - Gross Intangible | 68,618 | 68,618 | 68,618 | |||
Below-market lease liabilities - Accumulated Amortization | (4,655) | (4,655) | (4,027) | |||
Below-market lease liabilities - Carrying Value | [1] | 63,963 | 63,963 | 64,591 | ||
Amortization of real estate related intangible liabilities | 2,023 | $ 2,022 | ||||
Above-market lease assets, net | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Intangible | 186,002 | 186,002 | 186,002 | |||
Accumulated Amortization | (17,605) | (17,605) | (15,254) | |||
Carrying Value | 168,397 | 168,397 | 170,748 | |||
Above-market lease assets, net | Operating Lease Income | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of real estate related intangible liabilities | 784 | $ 784 | 2,351 | 2,351 | ||
In-place lease assets, net | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Intangible | 65,345 | 65,345 | 65,345 | |||
Accumulated Amortization | (21,678) | (21,678) | (19,011) | |||
Carrying Value | 43,667 | 43,667 | 46,334 | |||
In-place lease assets, net | Depreciation and amortization | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of real estate related intangible liabilities | 889 | 898 | 2,667 | 2,688 | ||
Below-market lease | Operating Lease Income | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of real estate related intangible liabilities | 209 | 209 | 628 | 628 | ||
Other intangible assets, net | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Intangible | 750 | 750 | 750 | |||
Accumulated Amortization | (43) | (43) | (37) | |||
Carrying Value | 707 | 707 | $ 713 | |||
Other intangible assets, net | Operating Lease Income | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization of real estate related intangible liabilities | $ 2 | $ 2 | $ 6 | $ 6 | ||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Real Estate, Real Estate-Rela_5
Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale (Intangible Asset Future Amortization Expense) (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Real Estate [Abstract] | |
2023 (remaining three months) | $ 1,658 |
2024 | 6,634 |
2025 | 6,634 |
2026 | 3,725 |
2027 | $ 3,725 |
Weighted average useful life | 80 years 3 months 18 days |
Real Estate, Real Estate-Rela_6
Real Estate, Real Estate-Related Intangibles and Real Estate Available and Held for Sale (Future Minimum Ground Net Lease Payments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Future Minimum Ground Net Lease Payments to be Collected | ||||
2023 (remaining three months) | $ 9,235 | $ 9,235 | ||
2024 | 37,174 | 37,174 | ||
2025 | 37,567 | 37,567 | ||
2026 | 27,945 | 27,945 | ||
2027 | 28,361 | 28,361 | ||
Thereafter | 5,192,405 | 5,192,405 | ||
Operating lease income | 16,715 | $ 16,507 | 54,366 | $ 49,925 |
Inflation- Linked | ||||
Future Minimum Ground Net Lease Payments to be Collected | ||||
2023 (remaining three months) | 1,453 | 1,453 | ||
2024 | 5,811 | 5,811 | ||
2025 | 5,811 | 5,811 | ||
2026 | 5,811 | 5,811 | ||
2027 | 5,811 | 5,811 | ||
Thereafter | 435,056 | 435,056 | ||
Fixed Bumps with Inflation Adjustments | ||||
Future Minimum Ground Net Lease Payments to be Collected | ||||
2023 (remaining three months) | 4,363 | 4,363 | ||
2024 | 17,677 | 17,677 | ||
2025 | 18,004 | 18,004 | ||
2026 | 18,370 | 18,370 | ||
2027 | 18,755 | 18,755 | ||
Thereafter | 4,308,109 | 4,308,109 | ||
Fixed Bumps | ||||
Future Minimum Ground Net Lease Payments to be Collected | ||||
2023 (remaining three months) | 559 | 559 | ||
2024 | 2,247 | 2,247 | ||
2025 | 2,313 | 2,313 | ||
2026 | 2,357 | 2,357 | ||
2027 | 2,388 | 2,388 | ||
Thereafter | 433,110 | 433,110 | ||
Percentage Rent | ||||
Future Minimum Ground Net Lease Payments to be Collected | ||||
2023 (remaining three months) | 2,755 | 2,755 | ||
2024 | 11,018 | 11,018 | ||
2025 | 11,018 | 11,018 | ||
2026 | 986 | 986 | ||
2027 | 986 | 986 | ||
Thereafter | 15,826 | 15,826 | ||
Operating lease income | 200 | $ 200 | 4,200 | $ 1,100 |
Fixed Bumps with Percentage Rent | ||||
Future Minimum Ground Net Lease Payments to be Collected | ||||
2023 (remaining three months) | 105 | 105 | ||
2024 | 421 | 421 | ||
2025 | 421 | 421 | ||
2026 | 421 | 421 | ||
2027 | 421 | 421 | ||
Thereafter | $ 304 | $ 304 |
Equity Investments (Details)
Equity Investments (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jan. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | Jun. 30, 2021 agreement | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Feb. 28, 2022 USD ($) | Nov. 30, 2021 USD ($) | ||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Carrying value | [1] | $ 287,118 | $ 287,118 | $ 180,388 | ||||||||
Earnings from equity method investments | 7,451 | $ 2,244 | 16,520 | $ 6,772 | ||||||||
iStar Inc. | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Value of land acquired | $ 33,300 | |||||||||||
Number of agreements entered into to acquire land and related Ground Lease | agreement | 2 | |||||||||||
iStar Inc. | Ground Lease Plus Fund | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Gain (loss) from sale of Ground Lease | $ 500 | $ 0 | ||||||||||
Number of Ground Leases sold | lease | 2 | |||||||||||
425 Park Avenue | Equity Method Venture | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Carrying value | 134,762 | 134,762 | 133,118 | |||||||||
Earnings from equity method investments | $ 938 | 863 | $ 2,645 | 2,540 | ||||||||
Ownership percentage | 54.80% | 54.80% | ||||||||||
32 Old Slip | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Carrying value | $ 51,145 | $ 51,145 | $ 47,270 | |||||||||
Earnings from equity method investments | 1,406 | $ 1,381 | 4,253 | $ 4,232 | ||||||||
Ownership percentage | 29.20% | |||||||||||
Ground Lease Plus Fund | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Carrying value | 61,308 | 61,308 | ||||||||||
Earnings from equity method investments | 1,825 | 3,513 | ||||||||||
Basis difference in equity investment to be amortized | 20,200 | 20,200 | ||||||||||
Amortization of basis difference in equity investments | $ 800 | $ 1,600 | ||||||||||
Weighted average remaining term | 100 years 7 months 6 days | |||||||||||
Ownership percentage | 53% | 53% | ||||||||||
Leasehold Loan Fund | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Carrying value | $ 39,903 | $ 39,903 | ||||||||||
Earnings from equity method investments | 3,282 | 6,109 | ||||||||||
Basis difference in equity investment to be amortized | 12,300 | 12,300 | ||||||||||
Amortization of basis difference in equity investments | $ 1,000 | $ 2,000 | ||||||||||
Weighted average remaining term | 3 years 3 months 18 days | |||||||||||
Ownership percentage | 53% | 53% | ||||||||||
Leasehold Loan Fund | Life science property | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Commitment to provide loan to Ground lessee | $ 130,000 | |||||||||||
Leasehold Loan Fund | Mixed-use property | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Commitment to provide loan to Ground lessee | $ 105,000 | |||||||||||
Loan commitment to Ground lessee that has been funded | $ 39,500 | |||||||||||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Deferred Expenses and Other A_3
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities (Schedule of Other Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Deferred expenses and other assets | ||||||
Operating lease, right-of-use asset | $ 34,981 | $ 34,981 | $ 26,312 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Deferred expenses and other assets, net | Deferred expenses and other assets, net | Deferred expenses and other assets, net | |||
Interest rate hedge assets | $ 92,616 | $ 92,616 | $ 29,346 | |||
Deferred finance costs, net | 5,031 | 5,031 | 4,461 | |||
Other assets | 15,619 | 15,619 | 2,664 | |||
Purchase deposits | 3,373 | 3,373 | 4,333 | |||
Leasing costs, net | 441 | 441 | 448 | |||
Corporate furniture, fixtures and equipment, net | 1,078 | 1,078 | ||||
Deferred expenses and other assets, net | [1],[2] | $ 153,139 | $ 153,139 | 67,564 | ||
Lease discount rate | 5.50% | 5.50% | ||||
Accumulated amortization of deferred finance costs | $ 9,700 | $ 9,700 | 5,700 | |||
Below-market lease | ||||||
Deferred expenses and other assets | ||||||
Annual lease fee | 500 | 500 | $ 500 | |||
Real estate expense | ||||||
Deferred expenses and other assets | ||||||
Operating lease expense | 100 | $ 100 | 400 | $ 300 | ||
Other Income | ||||||
Deferred expenses and other assets | ||||||
Operating lease expense | 100 | $ 100 | 400 | $ 300 | ||
Related party | ||||||
Deferred expenses and other assets | ||||||
Deferred expenses and other assets, net | 7,100 | 7,100 | ||||
Affiliated entity | Star Holdings | ||||||
Deferred expenses and other assets | ||||||
Management fees due from Star Holdings | 6,900 | 6,900 | ||||
Management fees recorded | $ 6,000 | 13,200 | ||||
Management fee performance obligations remaining | $ 36,800 | |||||
[1] As of September 30, 2023, includes $7.1 million due from related parties. Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Deferred Expenses and Other A_4
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities (Schedule of Other Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts payable, accrued expenses and other liabilities. | |||
Interest payable | $ 63,232 | $ 55,459 | |
Other liabilities | 14,671 | $ 17,639 | |
Other Liability, Related Party, Type | Related party | ||
Dividends declared and payable | 12,907 | $ 11,067 | |
Operating lease liability | 17,047 | 5,471 | |
Management fee payable | 5,301 | ||
Accrued expenses | 15,129 | 5,420 | |
Accounts payable, accrued expenses and other liabilities | [1],[2] | $ 122,986 | $ 100,357 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accounts payable, accrued expenses and other liabilities | Accounts payable, accrued expenses and other liabilities | |
Other liabilities | |||
Accounts payable, accrued expenses and other liabilities. | |||
Other liabilities | $ 3,100 | ||
[1] As of December 31, 2022, includes $8.5 million due to related parties. Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Debt Obligations, net (Schedule
Debt Obligations, net (Schedule of Debt) (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | May 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | May 31, 2021 | ||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 3,980,114 | $ 3,565,101 | ||||||
Debt premium, net | (42,287) | (43,742) | ||||||
Total debt obligations, net | [1] | 3,937,827 | 3,521,359 | |||||
Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | 1,498,113 | 1,498,113 | ||||||
Debt premium, net | (26,580) | |||||||
Total debt obligations, net | 1,471,533 | |||||||
Secured Debt | Assets pledged as collateral without right | ||||||||
Debt Instrument [Line Items] | ||||||||
Real estate, net investment in sales-type leases and Ground Leases receivables pledged as collateral on debt obligations | 2,000,000 | |||||||
Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | 2,482,001 | 2,066,988 | ||||||
Debt premium, net | (15,707) | |||||||
Total debt obligations, net | $ 2,466,294 | |||||||
Unsecured Debt | Adjusted SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis point spread on variable interest rate (percent) | 0.90% | |||||||
Mortgages | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 1,498,113 | $ 1,498,113 | ||||||
Weighted average interest rate | 3.99% | 3.99% | ||||||
Weighted average cash interest rate | 3.30% | |||||||
Consolidated Mortgage Debt, Unconsolidated Mortgage Debt and Unsecured Senior Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Weighted average interest rate | 3.85% | |||||||
Weighted average cash interest rate | 3.32% | |||||||
2.80% Senior Notes | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 400,000 | $ 400,000 | ||||||
Stated interest rate | 2.80% | 2.80% | 2.80% | |||||
2.85% Senior Notes | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 350,000 | $ 350,000 | ||||||
Stated interest rate | 2.85% | 2.85% | 2.85% | |||||
3.98% Senior Notes | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 475,000 | $ 475,000 | ||||||
Stated interest rate | 3.98% | 3.98% | 3.98% | |||||
5.15% Senior Notes | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 154,001 | $ 151,988 | ||||||
Stated interest rate | 5.15% | 5.15% | 5.15% | |||||
Trust Preferred Securities | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 100,000 | |||||||
Trust Preferred Securities | Unsecured Debt | Adjusted SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis point spread on variable interest rate (percent) | 1.50% | |||||||
2021 Unsecured Revolver maturing in 2026 | Unsecured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt obligations | $ 1,003,000 | $ 690,000 | ||||||
2021 Unsecured Revolver maturing in 2026 | Unsecured Debt | Adjusted SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis point spread on variable interest rate (percent) | 0.90% | 0.90% | 0.90% | |||||
2023 Unsecured Revolver maturing in 2025 | Unsecured Debt | Adjusted SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis point spread on variable interest rate (percent) | 0.90% | 0.90% | ||||||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Debt Obligations, net (Narrativ
Debt Obligations, net (Narrative) (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2023 | May 31, 2022 USD ($) | Jan. 31, 2022 USD ($) | Nov. 30, 2021 USD ($) | May 31, 2021 USD ($) | Mar. 31, 2021 USD ($) item | Sep. 30, 2023 USD ($) | Dec. 31, 2022 | Jan. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | |
Three month term SOFR | Trust Preferred Securities | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis point spread on variable interest rate (percent) | 1.50% | |||||||||
Secured Debt | Mortgages | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Weighted average interest rate | 3.99% | 3.99% | ||||||||
Unsecured Debt | 2.80% Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate principal amount | $ 400,000,000 | |||||||||
Stated interest rate | 2.80% | 2.80% | 2.80% | |||||||
Percent of par value at which the notes were issued | 99.127% | |||||||||
Percentage of principal amount of debt at which debt can be redeemed | 100% | |||||||||
Unsecured Debt | 2.85% Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate principal amount | $ 350,000,000 | |||||||||
Stated interest rate | 2.85% | 2.85% | 2.85% | |||||||
Percent of par value at which the notes were issued | 99.123% | |||||||||
Percentage of principal amount of debt at which debt can be redeemed | 100% | |||||||||
Unsecured Debt | 3.98% Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate principal amount | $ 475,000,000 | |||||||||
Stated interest rate | 3.98% | 3.98% | 3.98% | |||||||
Minimum percentage of aggregate principal amount that can be repaid at any time at the Company's discretion | 5% | |||||||||
Percentage of principal amount of debt at which debt can be redeemed | 100% | |||||||||
Unsecured Debt | 5.15% Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Aggregate principal amount | $ 150,000,000 | |||||||||
Stated interest rate | 5.15% | 5.15% | 5.15% | |||||||
Stairstep interest rate, Years 1 through 10 | 2.50% | |||||||||
Stairstep interest rate, Years 11 through 20 | 3.75% | |||||||||
Stairstep interest rate, Years 21 through 30 | 5.15% | |||||||||
Minimum percentage of aggregate principal amount that can be repaid at any time at the Company's discretion | 5% | |||||||||
Percentage of principal amount of debt at which debt can be redeemed | 100% | |||||||||
Unsecured Debt | 2021 Unsecured Revolver maturing in 2026 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 1,350,000,000 | ||||||||
Number of extension options available | item | 2 | |||||||||
Debt extension term | 12 months | |||||||||
Line of credit facility fee, percent | 0.10% | |||||||||
Remaining borrowing capacity | $ 347,000,000 | |||||||||
Unsecured Debt | Unsecured Revolver maturing in 2025 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum borrowing capacity | $ 500,000,000 | |||||||||
Remaining borrowing capacity | $ 500,000,000 | |||||||||
Unsecured Debt | LIBOR | 2021 Unsecured Revolver maturing in 2026 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis point spread on variable interest rate (percent) | 0.90% | |||||||||
Unsecured Debt | Adjusted SOFR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis point spread on variable interest rate (percent) | 0.90% | |||||||||
Unsecured Debt | Adjusted SOFR | Trust Preferred Securities | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis point spread on variable interest rate (percent) | 1.50% | |||||||||
Unsecured Debt | Adjusted SOFR | 2021 Unsecured Revolver maturing in 2026 | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis point spread on variable interest rate (percent) | 0.90% | 0.90% | 0.90% | |||||||
Minimum | Unsecured Debt | Unsecured Senior Notes | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Unencumbered assets to unsecured debt ration | 1.25 | |||||||||
Minimum | Unsecured Debt | 2021 and 2023 Unsecured Revolvers | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Unencumbered assets to unsecured debt ration | 1.33 | |||||||||
Debt instrument covenant multiple of minimum fixed charges on outstanding borrowings | 1.15 |
Debt Obligations, net (Schedu_2
Debt Obligations, net (Schedule of Debt Maturities) (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Debt Instrument [Line Items] | |||
2023 (remaining three months) | $ 0 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 1,003,000 | ||
2027 | 237,000 | ||
Thereafter | 2,740,114 | ||
Total principal maturities | 3,980,114 | $ 3,565,101 | |
Debt premium, discount and deferred financing costs, net | (42,287) | (43,742) | |
Total debt obligations, net | [1] | 3,937,827 | 3,521,359 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
2023 (remaining three months) | 0 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 0 | ||
2027 | 237,000 | ||
Thereafter | 1,261,113 | ||
Total principal maturities | 1,498,113 | 1,498,113 | |
Debt premium, discount and deferred financing costs, net | (26,580) | ||
Total debt obligations, net | $ 1,471,533 | ||
Weighted average maturity of mortgages | 27 years 9 months 18 days | ||
Unsecured Debt | |||
Debt Instrument [Line Items] | |||
2023 (remaining three months) | $ 0 | ||
2024 | 0 | ||
2025 | 0 | ||
2026 | 1,003,000 | ||
2027 | 0 | ||
Thereafter | 1,479,001 | ||
Total principal maturities | 2,482,001 | $ 2,066,988 | |
Debt premium, discount and deferred financing costs, net | (15,707) | ||
Total debt obligations, net | $ 2,466,294 | ||
[1] Refer to Note 2 for details on the Company’s consolidated variable interest entities (“VIEs”). |
Commitments and Contingencies -
Commitments and Contingencies - Lease Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Operating leases | |||
2023 (remaining three months) | $ 1,422 | $ 1,422 | |
2024 | 5,692 | 5,692 | |
2025 | 5,680 | 5,680 | |
Total undiscounted cash flows | 12,794 | 12,794 | |
Present value discount | (1,112) | (1,112) | |
Other adjustments | 5,365 | 5,365 | |
Lease liabilities | $ 17,047 | $ 17,047 | $ 5,471 |
Operating leases discount rate. office leases (percent) | 5.80% | 5.80% | |
Operating leases, weighted average lease term (in years) | 2 years 10 months 24 days | 2 years 10 months 24 days | |
Operating lease payments | $ 1,400 | $ 2,900 | |
Annual amount due lessor for other property related payments other than rent | $ 500 | $ 500 |
Commitments and Contingencies_2
Commitments and Contingencies - Unfunded and Other Commitments (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Unfunded commitments | |
Leasehold improvement allowance, unfunded, pending milestone achievement | $ 190.6 |
Future funding obligation, amount | 283.6 |
Performance-based commitments | $ 118.9 |
Risk Management and Derivativ_3
Risk Management and Derivatives (Derivative Instruments) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Asset | $ 92,616 | $ 29,346 |
Cash flow hedge gain (loss) to be reclassified within twelve months | 5,800 | |
Interest rate swap | Deferred expenses and other assets, net | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Asset | $ 92,616 | $ 29,346 |
Risk Management and Derivativ_4
Risk Management and Derivatives (Derivative Instrument Gain (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income | $ 53,834 | $ 18,587 | $ 59,632 | $ 29,615 |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | 1,494 | (943) | 1,454 | (2,945) |
Designated as Hedging Instrument | Interest Expense | Interest rate swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income | 53,834 | 18,587 | 59,632 | 29,615 |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | $ 1,494 | $ (943) | $ 1,454 | $ (2,945) |
Equity (Narrative) (Details)
Equity (Narrative) (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||
Mar. 31, 2023 D $ / shares shares | Aug. 31, 2023 USD ($) shares | Jun. 30, 2023 $ / shares shares | Mar. 31, 2023 | Sep. 30, 2023 item $ / shares shares | Sep. 30, 2022 $ / shares | Sep. 30, 2023 item $ / shares shares | Sep. 30, 2023 USD ($) item $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2023 shares | Apr. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 $ / shares | Aug. 10, 2022 $ / shares | Sep. 30, 2018 shares | |
Class of Stock [Line Items] | ||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Number of classes of common stock | item | 1 | 1 | 1 | |||||||||||
Cash dividends declared | $ | $ 35.3 | $ 32.5 | ||||||||||||
Dividends declared, per share (usd per share) | $ / shares | $ 0.177 | $ 0.177 | $ 0.531 | $ 0.524 | ||||||||||
Award vesting period | 4 years | |||||||||||||
Public Offering and Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Offering costs | $ | $ 6.6 | |||||||||||||
Public Offering | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from stock transaction | $ | $ 139.1 | |||||||||||||
Stock issued (in shares) | 6,500,000 | |||||||||||||
Primary sales agreement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares sold | 0 | |||||||||||||
MSD Partners | Private Placement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from private placement offering | $ | $ 12.8 | |||||||||||||
Stock issued (in shares) | 599,983 | |||||||||||||
Maximum | Primary sales agreement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Aggregate sales price | $ | $ 300 | |||||||||||||
2009 Long Term Incentive Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Vested shares of common stock issued | 24,336 | |||||||||||||
Grant date fair value of shares issued | $ / shares | $ 23.58 | |||||||||||||
Number of shares available for issuance for future awards (in shares) | 435,612 | 435,612 | 435,612 | |||||||||||
Performance-based awards | Caret Performance Incentive Plan (the "Original Caret Performance Incentive Plan"). | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Previously vested shares subject to additional vesting (as percentage) | 25% | |||||||||||||
Awards expected to vest within the next year. | 850 | |||||||||||||
Performance-based awards | Amended Caret Performance Incentive Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Trigger at average per share price (in dollars per share) | $ / shares | $ 60 | |||||||||||||
Expiration term (in years) | 4 years | |||||||||||||
Awards outstanding (in shares) | 1,499,382 | 1,499,382 | 1,499,382 | |||||||||||
Awards granted during the period | 76,801 | |||||||||||||
Number of awards outstanding then outstanding units (as percentage) | 15.41% | |||||||||||||
Number of awards outstanding then authorized units (as percentage) | 12.50% | |||||||||||||
Performance-based awards | Amended Caret Performance Incentive Plan | Minimum | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Threshold consecutive trading days | D | 30 | |||||||||||||
Chief Financial Officer | Performance-based awards | Amended Caret Performance Incentive Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Awards granted during the period | 15,000 | |||||||||||||
General and Administrative Expense | Performance-based awards | Caret Performance Incentive Plan (the "Original Caret Performance Incentive Plan"). | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Share-based payment arrangement, expense | $ | $ 1 | $ 0.4 | ||||||||||||
Chief Executive Officer | Public Offering | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Proceeds from stock transaction | $ | $ 1.4 | |||||||||||||
Stock issued (in shares) | 65,420 | |||||||||||||
iStar Inc. | MSD Partners | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Sale of stock, share price (in dollars per share) | $ / shares | $ 37 | |||||||||||||
Safehold, Inc. (Old SAFE) | 2017 Equity Incentive Plan | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of shares available for issuance for future awards (in shares) | 0 | 0 | 0 | |||||||||||
Safehold, Inc. (Old SAFE) | Performance-based awards | Caret Performance Incentive Plan (the "Original Caret Performance Incentive Plan"). | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Capital shares reserved for future issuance (in shares) | 1,500,000 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |||||
Net income (loss) | $ (122,846) | $ 75,391 | $ (96,019) | $ 123,009 | |
Net (income) attributable to noncontrolling interests | $ (9,500) | (123) | (9,314) | (138) | (9,381) |
Net income (loss) attributable to Safehold Inc. common shareholders for basic earnings per share | (122,969) | 66,077 | (96,157) | 113,628 | |
Net income (loss) attributable to Safehold Inc. common shareholders - diluted | $ (122,969) | $ 66,077 | $ (96,157) | $ 113,628 |
Earnings Per Share (Earnings Al
Earnings Per Share (Earnings Allocable to Common Shares) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator for basic and diluted earnings per share: | ||||
Net income attributable to Safehold Inc. common shareholders - basic | $ (122,969) | $ 66,077 | $ (96,157) | $ 113,628 |
Net income (loss) attributable to Safehold Inc. common shareholders - diluted | $ (122,969) | $ 66,077 | $ (96,157) | $ 113,628 |
Denominator for basic and diluted earnings per share: | ||||
Weighted average common shares outstanding for basic earnings (in shares) | 67,979 | 63,393 | 65,214 | 61,991 |
Weighted average common shares outstanding for diluted earnings per common share (in shares) | 67,979 | 63,393 | 65,214 | 61,991 |
Basic and diluted earnings per common share: | ||||
Net income (loss) attributable to Safehold Inc. common shareholders - basic | $ (1.81) | $ 1.04 | $ (1.47) | $ 1.83 |
Net income (loss) attributable to Safehold Inc. common shareholders - diluted | $ (1.81) | $ 1.04 | $ (1.47) | $ 1.83 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ / shares in Units, $ in Thousands, ft² in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Aug. 10, 2022 USD ($) shares | Sep. 30, 2023 USD ($) | Jul. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) director | Apr. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) director lease property | Feb. 28, 2022 USD ($) director shares | Nov. 30, 2021 USD ($) director | Jun. 30, 2021 USD ($) ft² agreement director | Mar. 31, 2023 USD ($) employee $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||||||||||
Financing Receivable, after Allowance for Credit Loss, Related Party, Type | Related party | Related party | |||||||||||
Management fee expense | $ 5,199 | $ 14,950 | |||||||||||
Ground lease acquisition purchase price | 170,194 | 515,618 | |||||||||||
Future funding obligation, amount | $ 283,600 | 283,600 | |||||||||||
Number of new Ground Leases entered into | lease | 3 | ||||||||||||
Land | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments to acquire land | $ 28,500 | ||||||||||||
Land and Related Ground Lease | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Leasehold improvement allowance, funded amount | 12,700 | 12,700 | |||||||||||
Office space development property | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of square feet | ft² | 1.1 | ||||||||||||
Proceeds from sale of acquisition right under purchase option agreement | 300 | ||||||||||||
Purchase price of property under purchase option agreement | $ 215,000 | ||||||||||||
Office space development property | Other expense | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loss on sale of acquisition right under purchase option agreement | $ 1,900 | ||||||||||||
Mixed-use property | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ground lease, additional construction, funding commitment | $ 35,000 | ||||||||||||
Caret Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of units sold | shares | 108,571 | ||||||||||||
Number of shares to be sold under purchase commitment related to merger | shares | 28,571 | ||||||||||||
Expected proceeds from sale of shares under purchase commitment | $ 5,000 | ||||||||||||
Number of independent directors affiliated with an existing shareholder investing in redeemable noncontrolling interest | director | 1 | ||||||||||||
Period in which the entity is obligated to provide a public market listing | 2 years | ||||||||||||
Caret Units | MSD Partners | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares to be sold under purchase commitment related to merger | shares | 100,000 | ||||||||||||
Expected proceeds from sale of shares under purchase commitment | $ 20,000 | ||||||||||||
Existing third-party Caret unit | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares to be sold under purchase commitment related to merger | shares | 22,500 | ||||||||||||
Expected proceeds from sale of shares under purchase commitment | $ 4,500 | ||||||||||||
Affiliated entity | iStar Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Management fee paid with common stock, period of restriction from selling stock | 2 years | ||||||||||||
Management fee, percent, threshold one | 1% | ||||||||||||
Management fee, percent, threshold two | 1.25% | ||||||||||||
Management fee, percent, threshold three | 1.375% | ||||||||||||
Management fee, percent, threshold four | 1.50% | ||||||||||||
Termination fee, percent of prior years management fee | 3% | ||||||||||||
Incentive fee | $ 0 | ||||||||||||
Ground lease acquisition purchase price | $ 36,400 | $ 9,000 | |||||||||||
Payment to acquire purchase option agreement | $ 1,200 | ||||||||||||
Payments to acquire land | $ 122,000 | ||||||||||||
Number of land properties acquired | property | 3 | ||||||||||||
Payment to terminate a real estate purchase option | $ 300 | ||||||||||||
Affiliated entity | iStar Inc. | General and Administrative Expense | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Management fee expense | $ 5,300 | 5,200 | 15,000 | ||||||||||
Reimbursed operating and administrative expenses | $ 3,100 | $ 3,100 | $ 9,400 | ||||||||||
Affiliated entity | iStar Inc. | Land and Related Ground Lease | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of agreements entered into to acquire land and related Ground Lease | agreement | 2 | ||||||||||||
Purchase price per agreement for acquisition of land and related Ground Lease, subject to certain conditions being met | $ 33,300 | $ 42,000 | |||||||||||
Multiple required by seller that may trigger payment of additional consideration | 1.25 | 1.25 | |||||||||||
Percentage of required seller return on investment that may trigger payment of additional consideration | 12% | 9% | |||||||||||
Future funding obligation, amount | $ 51,800 | ||||||||||||
Affiliated entity | Minimum | iStar Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Management fee, shareholders' equity, incremental threshold amount two | 1,500,000 | ||||||||||||
Management fee, shareholders' equity, incremental threshold amount three | 3,000,000 | ||||||||||||
Management fee, shareholders' equity, incremental threshold amount four | 5,000,000 | ||||||||||||
Affiliated entity | Maximum | iStar Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Management fee, shareholders' equity, incremental threshold amount one | 1,500,000 | ||||||||||||
Management fee, shareholders' equity, incremental threshold amount two | 3,000,000 | ||||||||||||
Management fee, shareholders' equity, incremental threshold amount three | $ 5,000,000 | ||||||||||||
Affiliated entity | Maximum | iStar Inc. | Land and Related Ground Lease | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Real estate, leasehold improvement allowance | $ 83,000 | ||||||||||||
Affiliated entity | IPO | iStar Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Share price (in dollars per share) | $ / shares | $ 20 | ||||||||||||
Director | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of directors with indirect ownership in Ground lease tenant. | director | 1 | ||||||||||||
Number of independent directors affiliated with an existing shareholder participating in or related to a particular project or transaction | director | 1 | ||||||||||||
iStar Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ground lease acquisition purchase price | $ 36,400 | ||||||||||||
iStar Inc. | Land and Related Ground Lease | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of independent directors affiliated with an existing shareholder participating in or related to a particular project or transaction | director | 1 | 1 | |||||||||||
iStar Shareholder Affiliate | Mixed-use property | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of directors affiliated with shareholder having indirect ownership in venture | director | 1 | ||||||||||||
Leasehold Loan Fund | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Ownership percentage | 53% | 53% | |||||||||||
Leasehold Loan Fund | Life Science Office Property Development | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan commitment received to fund a recapitalization project | $ 130,000 | ||||||||||||
Additional consideration paid | $ 9,000 | ||||||||||||
Leasehold Loan Fund | Mixed-use property | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Loan commitment received to fund a recapitalization project | $ 105,000 | ||||||||||||
Additional consideration paid | $ 5,000 | ||||||||||||
iStar Inc. | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of years as active real estate investor | 20 years | ||||||||||||
Number of agreements entered into to acquire land and related Ground Lease | agreement | 2 | ||||||||||||
iStar Inc. | MSD Partners | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares to be sold under purchase commitment related to merger | shares | 5,405,406 | 5,405,406 | |||||||||||
Expected proceeds from sale of shares under purchase commitment | $ 200,000 | ||||||||||||
Safehold, Inc. (Old SAFE) | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of employees | employee | 0 | ||||||||||||
Safehold, Inc. (Old SAFE) | Caret Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of units sold | shares | 108,571 | ||||||||||||
Percentage of authorized shares sold | 1.08% | ||||||||||||
Number of shares to be sold under purchase commitment related to merger | shares | 28,571 | ||||||||||||
Percentage of authorized shares under commitment to be purchased | 0.29% | ||||||||||||
Expected proceeds from sale of shares under purchase commitment | $ 5,000 | ||||||||||||
Number of independent directors affiliated with an existing shareholder investing in redeemable noncontrolling interest | director | 1 | ||||||||||||
Period in which the entity is obligated to provide a public market listing | 2 years | ||||||||||||
MSD Partners | Caret Units | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares to be sold under purchase commitment related to merger | shares | 100,000 | ||||||||||||
Expected proceeds from sale of shares under purchase commitment | $ 20,000 |
Related Party Transactions (Sta
Related Party Transactions (Star Holdings) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Apr. 30, 2023 | |
Selling stockholder sales agreement | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Aggregate number of shares | 1,000,000 | ||||
Star Holdings | Affiliated entity | |||||
Related Party Transaction [Line Items] | |||||
Annual management fee - Year 1 | $ 25 | ||||
Annual management fee - Year 2 | 15 | ||||
Annual management fee - Year 3 | 10 | ||||
Annual management fee - Year 4 | $ 5 | ||||
Annual management fee percent of gross book value, year five and thereafter | 2% | ||||
Management agreement initial term | 3 years | ||||
Management fees recorded | $ 6 | $ 13.2 | |||
Star Holdings | Safehold Inc. | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 19% | 19% | |||
Star Holdings | Spinco Manager | Affiliated entity | |||||
Related Party Transaction [Line Items] | |||||
Annual management fee - Year 1 | $ 25 | $ 25 | |||
Annual management fee - Year 2 | 15 | 15 | |||
Annual management fee - Year 3 | 10 | 10 | |||
Annual management fee - Year 4 | $ 5 | $ 5 | |||
Annual management fee percent of gross book value, year five and thereafter | 2% | 2% | |||
Management agreement initial term | 1 year | ||||
Management agreement renewal term | 1 year | ||||
Notice required to terminate management agreement without cause | 180 days | ||||
Percentage approval of independent directors to terminate management agreement without cause | 66.70% | ||||
Notice required to terminate management agreement with cause | 30 days | ||||
Termination fee, termination without cause | $ 50 | $ 50 | |||
Termination fee due to liquidation of consolidated assets after third anniversary of agreement | 0 | 0 | |||
Termination fee due to reduction in consolidated assets - Year 1 | 30 | 30 | |||
Termination fee due to reduction in consolidated assets - Year 2 | 15 | 15 | |||
Termination fee due to reduction in consolidated assets - Year 3 | $ 5 | $ 5 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Oct. 04, 2023 USD ($) |
Subsequent Events | Related party | Maximum | Star Holdings | |
Subsequent events | |
Facility amount available to be used to replenish funds. | $ 25 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (122,969) | $ 66,077 | $ (96,157) | $ 113,628 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |