Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 12, 2020 | Jun. 30, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38122 | ||
Entity Registrant Name | Safehold Inc. | ||
Entity Incorporation, State or Country Code | MD | ||
Entity Tax Identification Number | 30-0971238 | ||
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 Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | SAFE | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 282 | ||
Entity Interactive Data Current | Yes | ||
Common Stock, Shares, Outstanding | 47,781,786 | ||
Entity Central Index Key | 0001688852 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Real estate, at cost | $ 687,902 | $ 669,923 |
Less: accumulated depreciation | (16,286) | (10,257) |
Real estate, net | 671,616 | 659,666 |
Real estate-related intangible assets, net (refer to Note 4) | 242,837 | 262,531 |
Total real estate, net and real estate-related intangible assets, net | 914,453 | 922,197 |
Net investment in sales-type leases | 984,598 | 0 |
Ground Lease receivables | 397,087 | 0 |
Equity investments in Ground Leases | 127,524 | 0 |
Cash and cash equivalents | 22,704 | 16,418 |
Restricted cash | 24,078 | 8,007 |
Deferred operating lease income receivable | 58,303 | 23,138 |
Deferred expenses and other assets, net | 37,814 | 9,983 |
Total assets | 2,566,561 | 979,743 |
Liabilities: | ||
Accounts payable, accrued expenses and other liabilities | 43,008 | 20,800 |
Real estate-related intangible liabilities, net (refer to Note 4) | 57,333 | 57,620 |
Debt obligations, net | 1,372,922 | 543,965 |
Total liabilities | 1,473,263 | 622,385 |
Commitments and contingencies (refer to Note 9) | ||
Safehold Inc. shareholders' equity: | ||
Common stock, $0.01 par value, 400,000 shares authorized, 47,782 and 18,276 shares issued and outstanding as of December 31, 2019 and 2018, respectively | 478 | 183 |
Additional paid-in capital | 1,132,603 | 370,530 |
Accumulated deficit | (2,146) | (8,486) |
Accumulated other comprehensive loss | (39,123) | (6,876) |
Total Safehold Inc. shareholders' equity | 1,091,812 | 355,351 |
Noncontrolling interests | 1,486 | 2,007 |
Total equity | 1,093,298 | 357,358 |
Total liabilities and equity | $ 2,566,561 | $ 979,743 |
Consolidated and Combined Balan
Consolidated and Combined Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 47,782,000 | 18,276,000 |
Common stock, shares outstanding (in shares) | 47,782,000 | 18,276,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Operating lease income | $ 72,071 | $ 47,400 |
Interest income from sales-type leases | 18,531 | 0 |
Other income | 2,794 | 2,324 |
Total revenues | 93,396 | 49,724 |
Costs and expenses: | ||
Interest expense | 29,868 | 15,389 |
Real estate expense | 2,673 | 1,600 |
Depreciation and amortization | 9,379 | 9,142 |
General and administrative | 14,435 | 10,662 |
Other expense | 899 | 995 |
Total costs and expenses | 57,254 | 37,788 |
Income from operations before other items | 36,142 | 11,936 |
Loss on early extinguishment of debt | (2,011) | 0 |
Earnings (losses) from equity method investments | (403) | 0 |
Net income | 33,728 | 11,936 |
Net income attributable to noncontrolling interests | (6,035) | (196) |
Net income attributable to Safehold Inc. common shareholders | $ 27,693 | $ 11,740 |
Net income (loss) Basic and diluted (in dollars per share) | $ 0.89 | $ 0.64 |
Weighted average number of common shares: Basic and diluted (in shares) | 31,008 | 18,218 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 33,728 | $ 11,936 |
Other comprehensive income (loss): | ||
Cumulative-effect adjustment for cash flow hedges | 0 | 41 |
Reclassification of (gains) losses on derivatives into earnings | 271 | |
Reclassification of (gains) losses on derivatives into earnings | (252) | |
Unrealized losses on derivatives | (32,518) | |
Unrealized losses on derivatives | (6,745) | |
Other comprehensive loss | (32,247) | (6,956) |
Comprehensive income | 1,481 | 4,980 |
Comprehensive (income) attributable to noncontrolling interests | (2,377) | (196) |
Comprehensive income (loss) attributable to Safehold Inc. | $ (896) | $ 4,784 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 33,728 | $ 11,936 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 9,379 | 9,142 |
Stock-based compensation expense | 1,582 | 873 |
Deferred operating lease income | (35,165) | (19,041) |
Non-cash interest income from sales-type leases | (6,547) | 0 |
Amortization of real estate-related intangibles, net | 2,509 | 2,518 |
Loss on early extinguishment of debt | 2,011 | 0 |
Losses (earnings) from equity method investments | 403 | 0 |
Amortization of premium, discount and deferred financing costs on debt obligations, net | 2,257 | 1,612 |
Non-cash management fees | 7,461 | 3,643 |
Other operating activities | 1,586 | 789 |
Changes in assets and liabilities: | ||
Changes in deferred expenses and other assets, net | 301 | (1,163) |
Changes in accounts payable, accrued expenses and other liabilities | (21,468) | 3,219 |
Cash flows (used in) provided by operating activities | (1,963) | 13,528 |
Cash flows from investing activities: | ||
Acquisitions of real estate | (28,816) | (385,897) |
Origination/acquisition of net investment in sales-type leases and ground lease receivables | (1,362,593) | 0 |
Fundings on ground lease receivables | (2,089) | 0 |
Contributions to equity investments in ground leases | (127,970) | 0 |
Other investing activities | 693 | 1,392 |
Cash flows used in investing activities | (1,520,775) | (384,505) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 511,900 | 0 |
Proceeds from debt obligations | 1,183,739 | 312,353 |
Repayments of debt obligations | (351,500) | (74,500) |
Payments for debt prepayment or extinguishment costs | (1,358) | 0 |
Payments for deferred financing costs | (18,468) | (2,289) |
Payment of offering costs | (9,778) | (808) |
Dividends paid to common shareholders | (16,622) | (10,927) |
Distributions to noncontrolling interests | (2,945) | (47) |
Contributions from noncontrolling interests | 250,000 | 1,750 |
Other financing activities | 127 | 0 |
Cash flows provided by financing activities | 1,545,095 | 225,532 |
Changes in cash, cash equivalents and restricted cash | 22,357 | (145,445) |
Cash, cash equivalents and restricted cash at beginning of period | 24,425 | 169,870 |
Cash, cash equivalents and restricted cash at end of period | 46,782 | 24,425 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 22,878 | 12,817 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Origination of sales-type lease | 10,194 | 0 |
Origination of sales-type lease | 10,194 | |
Investor Unit conversion (refer to Note 11) | 250,000 | |
Contribution from iStar Inc. | 0 | 2,581 |
Dividends declared to common shareholders | 7,478 | 2,741 |
Accrued offering costs | 250 | (709) |
Accrued finance costs | $ 658 | $ 217 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Balance at the beginning of the period at Dec. 31, 2017 | $ 355,935 | $ 182 | $ 364,919 | $ (9,246) | $ 80 | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 11,936 | 11,740 | 196 | |||
Contributions from iStar Inc. | 2,581 | 2,581 | ||||
Offering costs | 1,347 | 1,347 | ||||
Issuance of common stock to iStar Inc. (refer to Note 11) | 919 | 1 | 918 | |||
Issuance of common stock to directors/amortization | 873 | 765 | 108 | |||
Dividends declared | $ (10,939) | (10,939) | ||||
Dividends declared, per share (usd per share) | $ 0.60 | |||||
Change in accumulated other comprehensive income (loss) | $ (6,997) | (6,997) | ||||
Contributions from noncontrolling interests | 1,750 | 1,750 | ||||
Distributions to noncontrolling interests | (47) | (47) | ||||
Balance at the end of the period at Dec. 31, 2018 | 357,358 | 183 | 370,530 | (8,486) | (6,876) | 2,007 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 33,728 | 27,693 | 6,035 | |||
Issuance of common stock, net / amortization | 509,911 | 170 | 509,385 | 356 | ||
Investor Unit conversion (refer to Note 11) | 250,000 | 125 | 252,060 | (6,450) | (245,735) | |
Dividends declared | $ (21,353) | $ (21,353) | ||||
Dividends declared, per share (usd per share) | $ 0.618 | $ 0.618 | ||||
Change in accumulated other comprehensive income (loss) | $ (32,247) | (28,589) | (3,658) | |||
Contributions from noncontrolling interests | 248,846 | 628 | 2,792 | 245,426 | ||
Distributions to noncontrolling interests | (2,945) | (2,945) | ||||
Balance at the end of the period at Dec. 31, 2019 | $ 1,093,298 | $ 478 | $ 1,132,603 | $ (2,146) | $ (39,123) | $ 1,486 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization Business —Safehold Inc. (the "Company"), formerly known as Safety, Income & Growth Inc., operates its business through one reportable segment by acquiring, managing and capitalizing ground leases. Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder. The Company believes that it is the first publicly-traded company formed primarily to acquire, own, manage, finance and capitalize ground leases. 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 Ground Leases 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 to 99 years, often with tenant renewal options) and have contractual base rent increases (either at a specified percentage or consumer price index ("CPI") based, or both) and sometimes include percentage rent participations. The Company intends to target investments in long-term Ground Leases in which: (i) the 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 2.0 x to 4.5 x , and for this purpose the Company uses estimates of the stabilized property net operating income if it doesn't 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. 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. The Company is managed by SFTY Manager, LLC (the "Manager"), a wholly-owned subsidiary of iStar Inc. ("iStar"), the Company's largest shareholder, pursuant to a management agreement (refer to Note 13). The Company has no employees, as the Manager provides all services to it. The Company draws on the extensive investment origination and sourcing platform of its Manager to actively promote the benefits of the Ground Lease structure to prospective Ground Lease tenants. Organization —The Company is a Maryland corporation and completed its initial public offering in June 2017. The Company's common stock is listed on the New York Stock Exchange under the symbol "SAFE." The Company's predecessor ("Original Safety" or the "Predecessor") was formed as a wholly-owned subsidiary of iStar on October 24, 2016. iStar contributed a pre-existing portfolio of Ground Leases to Original Safety and sought third party capital to grow its Ground Lease business. A second entity, SIGI Acquisition, Inc. ("SIGI"), was capitalized on April 14, 2017 by iStar and two institutional investors. On April 14, 2017, Original Safety merged with and into SIGI with SIGI surviving the merger and being renamed Safety, Income & Growth Inc. (which was subsequently renamed to Safehold Inc.). References herein to the Company refer to Original Safety before such merger and to the surviving company of such merger thereafter. On June 27, 2017, the Company completed its initial public offering raising $205.0 million in gross proceeds and concurrently completed a $45.0 million private placement with iStar, its largest shareholder. The price per share paid in the initial public offering and the private placement was $20.00 . The Company elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes, commencing with the tax year ended December 31, 2017. The Company is structured as an Umbrella Partnership REIT ("UPREIT"). As such, all of the Company's properties are owned through a subsidiary partnership, Safehold Operating Partnership LP (the "Operating Partnership"). As of December 31, 2019, the Company owned 100% of the limited partner interests and a subsidiary of the Company owned 100% of the general partner interests, in the Operating Partnership. The UPREIT structure may afford the Company certain benefits as it seeks to acquire properties from third parties who may want to defer taxes by contributing their Ground Leases to the Company. Basis of Presentation —The accompanying audited consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") for complete financial statements. The preparation of 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. Principles of Consolidation —The consolidated financial statements include the accounts and operations of the Company, its wholly-owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary. As of December 31, 2019 , the total assets of these consolidated VIEs were $58.5 million and total liabilities were $29.6 million . The classifications of these assets are primarily within "Real estate, net," "Real estate-related intangible assets, net" and "Deferred operating lease income receivable" on the Company's consolidated balance sheets. The classifications of liabilities are primarily within "Debt obligations, net" and "Accounts payable, accrued expenses and other liabilities" on the Company's consolidated balance sheets. The liabilities of these VIEs are 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 December 31, 2019 . |
Basis of Presentation and Princ
Basis of Presentation and Principles of Consolidation and Combination | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation and Combination | Business and Organization Business —Safehold Inc. (the "Company"), formerly known as Safety, Income & Growth Inc., operates its business through one reportable segment by acquiring, managing and capitalizing ground leases. Ground leases are long-term contracts between the landlord (the Company) and a tenant or leaseholder. The Company believes that it is the first publicly-traded company formed primarily to acquire, own, manage, finance and capitalize ground leases. 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 Ground Leases 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 to 99 years, often with tenant renewal options) and have contractual base rent increases (either at a specified percentage or consumer price index ("CPI") based, or both) and sometimes include percentage rent participations. The Company intends to target investments in long-term Ground Leases in which: (i) the 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 2.0 x to 4.5 x , and for this purpose the Company uses estimates of the stabilized property net operating income if it doesn't 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. 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. The Company is managed by SFTY Manager, LLC (the "Manager"), a wholly-owned subsidiary of iStar Inc. ("iStar"), the Company's largest shareholder, pursuant to a management agreement (refer to Note 13). The Company has no employees, as the Manager provides all services to it. The Company draws on the extensive investment origination and sourcing platform of its Manager to actively promote the benefits of the Ground Lease structure to prospective Ground Lease tenants. Organization —The Company is a Maryland corporation and completed its initial public offering in June 2017. The Company's common stock is listed on the New York Stock Exchange under the symbol "SAFE." The Company's predecessor ("Original Safety" or the "Predecessor") was formed as a wholly-owned subsidiary of iStar on October 24, 2016. iStar contributed a pre-existing portfolio of Ground Leases to Original Safety and sought third party capital to grow its Ground Lease business. A second entity, SIGI Acquisition, Inc. ("SIGI"), was capitalized on April 14, 2017 by iStar and two institutional investors. On April 14, 2017, Original Safety merged with and into SIGI with SIGI surviving the merger and being renamed Safety, Income & Growth Inc. (which was subsequently renamed to Safehold Inc.). References herein to the Company refer to Original Safety before such merger and to the surviving company of such merger thereafter. On June 27, 2017, the Company completed its initial public offering raising $205.0 million in gross proceeds and concurrently completed a $45.0 million private placement with iStar, its largest shareholder. The price per share paid in the initial public offering and the private placement was $20.00 . The Company elected to be taxed as a real estate investment trust ("REIT") for U.S. federal income tax purposes, commencing with the tax year ended December 31, 2017. The Company is structured as an Umbrella Partnership REIT ("UPREIT"). As such, all of the Company's properties are owned through a subsidiary partnership, Safehold Operating Partnership LP (the "Operating Partnership"). As of December 31, 2019, the Company owned 100% of the limited partner interests and a subsidiary of the Company owned 100% of the general partner interests, in the Operating Partnership. The UPREIT structure may afford the Company certain benefits as it seeks to acquire properties from third parties who may want to defer taxes by contributing their Ground Leases to the Company. Basis of Presentation —The accompanying audited consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") for complete financial statements. The preparation of 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. Principles of Consolidation —The consolidated financial statements include the accounts and operations of the Company, its wholly-owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. Consolidated VIEs —The Company consolidates VIEs for which it is considered the primary beneficiary. As of December 31, 2019 , the total assets of these consolidated VIEs were $58.5 million and total liabilities were $29.6 million . The classifications of these assets are primarily within "Real estate, net," "Real estate-related intangible assets, net" and "Deferred operating lease income receivable" on the Company's consolidated balance sheets. The classifications of liabilities are primarily within "Debt obligations, net" and "Accounts payable, accrued expenses and other liabilities" on the Company's consolidated balance sheets. The liabilities of these VIEs are 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 December 31, 2019 . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The following paragraphs describe the impact on the Company's consolidated financial statements from the adoption of Accounting Standards Updates ("ASUs") on January 1, 2019. ASU 2016-02 and ASU 2018-11—ASU 2016-02, Leases ("ASU 2016-02") resulted in the Company, as lessor, recognizing certain of its Ground Leases as sales-type leases and recording the Ground Leases as "Net investment in leases" on the Company's consolidated balance sheets (refer to Note 5). For the Company's Ground Leases which qualify as sales-type leases, the Company records interest income in "Interest income from sales-type leases" in the Company's consolidated statements of operations. The amount recorded as interest income from sales-type leases in any given period will likely be different than the straight-line ground lease income that would have been recorded under the superseded guidance. ASU 2016-02 also required the recognition of lease assets and lease liabilities by the Company as lessee for those leases classified as operating or finance leases, both measured at the present value of the lease payments (refer to Note 7). As of December 31, 2018, the Company was party to a Ground Lease and obligated to pay the owner of the property $0.4 million , subject to adjustment for changes in the CPI, per year through 2044; however, the Company's tenant at the property pays this expense directly under the terms of a master lease. As lessee under the Ground Lease, the Company recognizes a single lease cost, calculated on a straight-line basis, in "Real estate expense" and an offsetting amount in "Other income" in the Company's consolidated statements of operations. In addition, the Company reclassified a below-market lease asset acquired as part of a business combination from "Real estate-related intangible assets, net" (refer to note 4) to "Deferred expenses and other assets, net" (refer to Note 7) on the Company's consolidated balance sheets. Management elected the practical expedient package that allowed the Company: (a) to not reassess whether any expired or existing contracts entered into prior to January 1, 2019 are or contain leases; (b) to not reassess the lease classification for any expired or existing leases entered into prior to January 1, 2019; and (c) to not reassess initial direct costs for any expired or existing leases entered into prior to January 1, 2019. ASU 2018-11, Leases amended ASU 2016-02 so that: (i) entities could elect to not recast the comparative periods presented when transitioning to ASC 842 by allowing entities to change their initial application to the beginning of the period of adoption with a cumulative effect adjustment to equity; and (ii) provided lessors with a practical expedient to not separate non-lease components from the associated lease component of the contractual payments if certain conditions are met. Management elected both of these provisions. ASU 2018-16—ASU 2018-16, Derivatives and Hedging: Inclusion of the Secured Overnight Financing Rate ("SOFR") Overnight Index Swap ("OIS") Rate as a Benchmark Interest Rate for Hedge Accounting Purposes expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting by adding the OIS rate based on SOFR as an eligible benchmark interest rate. The adoption of ASU 2018-16 did not have a material impact on the Company's consolidated financial statements. Significant Accounting Policies Real estate— Real estate assets are recorded at cost less accumulated depreciation and amortization, as follows: Capitalization and depreciation — Certain improvements and replacements are capitalized when they extend the useful life of the asset. Repair and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life, which is generally 40 years for facilities, the shorter of the remaining lease term or expected life for tenant improvements and the remaining useful life of the facility for facility improvements. Purchase price allocation — Upon acquisition of real estate, the Company determines whether the transaction is a business combination, which is accounted for under the acquisition method, or an acquisition of assets. For both types of transactions, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree based on their relative fair values. For business combinations, the Company recognizes and measures goodwill or gain from a bargain purchase, if applicable, and expenses acquisition-related costs in the periods in which the costs are incurred. For acquisitions of assets, acquisition-related costs are capitalized and recorded in "Real estate, net," "Real estate-related intangible assets, net" and "Real estate-related intangible liabilities, net" on the Company's consolidated balance sheets. If the Company acquires real estate and simultaneously enters into a new lease of the real estate the acquisition will be accounted for as an asset acquisition. The Company accounts for its acquisition of properties by recording the purchase price of tangible and intangible assets and liabilities acquired based on their estimated fair values. The value of the tangible assets, consisting of land, buildings, building improvements and tenant improvements is determined as if these assets are vacant. Intangible assets may include the value of lease incentive assets, above-market leases, below-market Ground Lease assets and in-place leases, which are each recorded at their estimated fair values and included in "Real estate-related intangible assets, net" or "Real estate-related intangible liabilities, net" on the Company's consolidated balance sheets. Intangible liabilities may include the value of below-market leases, which are recorded at their estimated fair values and included in "Real estate-related intangible liabilities, net" on the Company's consolidated balance sheets. In-place leases are amortized over the remaining non-cancelable term of the lease and the amortization expense is included in "Depreciation and amortization" in the Company's consolidated statements of operations. Lease incentive assets and above-market (or below-market) lease value are amortized as a reduction of (or, increase to) operating lease income over the remaining non-cancelable term of each lease. Below-market Ground Lease assets are amortized to real estate expense over the remaining non-cancelable term of the lease. The Company may also engage in sale/leaseback transactions whereby the Company executes a net lease with the occupant simultaneously with the purchase of the asset. Impairments — The Company reviews real estate assets for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The value of a long-lived asset held for use is impaired if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the asset (taking into account the anticipated holding period of the asset) are less than its carrying value. Such estimate of cash flows considers factors such as expected future operating income trends, as well as the effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the asset over the estimated fair value of the asset and reflected as an adjustment to the basis of the asset. Impairments of real estate assets, if any, are recorded in "Impairment of assets" in the Company's consolidated statements of operations. The Company did not record any impairments for the periods presented. Net Investment in Sales-type Leases and Ground Lease Receivables —Net investment in sales-type leases and Ground Lease receivables are recognized when the Company's Ground Leases qualify as sales-type leases. 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 residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. Acquisition-related costs are capitalized and recorded in "Net Investment in Sales-type Leases" and "Ground Lease Receivables" on the Company's consolidated balance sheets. For newly originated or acquired Ground Leases, the Company's estimate of residual value equals the fair value of the land at lease commencement. If a lease qualifies as a sales-type lease, it is further evaluated to determine whether the transaction is considered a sale leaseback transaction. When the Company acquires land and enters into a Ground Lease directly with the seller that qualifies as a sales-type lease, the lease does not qualify as a sale leaseback transaction and the lease is considered a financing receivable and is recognized in accordance with ASC 310 and included in "Ground Lease receivables" on the Company's consolidated balance sheets (refer to Note 5). Reserve for losses in net investment in sales-type leases and Ground Lease receivables— The Company evaluates its net investment in sales-type leases and Ground Lease receivables for impairment under ASC 310. As part of the Company's process for monitoring the credit quality of its net investment in sales-type leases and Ground Lease receivables, it performs a quarterly assessment for each of its net investment in sales-type leases and Ground Lease receivables. The Company generally targets Ground Lease investments in which the initial cost of the Ground Lease represents 30% to 45% of the Combined Property Value. As such, the Company believes its Ground Lease investments represent a safe position in a property's capital structure. This safety is derived from the typical structure of a Ground Lease under which the landlord has a residual right to regain possession of its land and take ownership of the buildings and improvements thereon upon a tenant default. The landlord's residual right provides a strong incentive for a Ground Lease tenant or its leasehold lender to make the required Ground Lease rent payments and, as such, the Company believes there is a low likelihood of default on its net investment in sales-type leases and Ground Lease receivables. The Company considers a net investment in sales-type lease or Ground Lease receivable to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the Ground Lease. As of December 31, 2019 , all of the Company's net investment in sales-type leases and Ground Lease receivables were performing in accordance with the terms of the respective leases. Any potential reserve for losses in net investment in sales-type leases and Ground Lease receivables will reflect management's estimate of losses inherent in the portfolio as of the balance sheet date. If the Company determines that the collateral fair value less costs to sell is less than the carrying value of a collateral-dependent receivable, the Company will record a reserve. The reserve, if applicable, will be increased (decreased) through "Reserve for losses on receivables" in the Company's consolidated statements of operations and will be decreased by charge-offs. The Company's policy is to charge off a receivable when it determines, based on a variety of factors, that all commercially reasonable means of recovering the receivable balance have been exhausted. This may occur at different times, including when the Company receives cash or other assets in a pre-foreclosure sale or takes control of the underlying collateral in full satisfaction of the receivable upon foreclosure or deed-in-lieu, or when the Company has otherwise ceased significant collection efforts. The Company considers circumstances such as the foregoing to be indicators that the final steps in the receivable collection process have occurred and that a receivable is uncollectible. At this point, a loss is confirmed and the receivable and related reserve will be charged off. The Company has one portfolio segment represented by acquiring, managing and capitalizing Ground Leases, whereby it utilizes a uniform process for determining its reserve for losses on net investment in sales-type leases and Ground Lease receivables. Interest Income from Sales-type Leases —Interest income from sales-type leases is recognized under the effective interest method. The effective interest method produces a constant yield on the net investment in the sales-type lease and Ground Lease receivable over the term of the lease. Rent payments that are not fixed and determinable at lease inception, such as percentage rent and CPI adjustments, are not included in the effective interest method calculation and are recognized in "Interest income from sales-type leases" in the Company's consolidated statements of operations in the period earned. A Ground Lease receivable is placed on non-accrual status if and when it becomes 90-days past due or if the Company considers the Ground Lease receivable impaired. Equity Investments in Ground Leases —Equity investments in Ground Leases are accounted for pursuant to the equity method of accounting if the Company can significantly influence the operating and financial policies of the investee. The Company has a 54.8% equity interest in a venture (refer to Note 6) and has shared voting power with its partner. The Company determined the entity to be a voting interest entity and its equity interest is accounted for pursuant to the equity method of accounting. The Company's periodic share of earnings and losses in equity method investees are included in "Earnings (losses) from equity method investments" in the Company's consolidated statements of operations. Equity investments are included in "Equity investments in Ground Leases" on the Company's consolidated balance sheets. The Company periodically reviews equity method investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investments may not be recoverable. The Company will record an impairment charge to the extent that the estimated fair value of an investment is less than its carrying value and the Company determines the impairment is other-than-temporary. Impairment charges, if applicable, are recorded in "Earnings (losses) from equity method investments" in the Company's consolidated statements of operations. Cash and cash equivalents — Cash and cash equivalents include cash held in banks or invested in money market funds, if applicable, with original maturity terms of less than 90 days. Restricted Cash — Restricted cash was $24.1 million and $8.0 million as of December 31, 2019 and 2018, respectively, and primarily includes cash balances required to be maintained under certain of the Company's derivative transactions. The following table provides a reconciliation of the cash and cash equivalents and restricted cash reported in the Company's consolidated balance sheets that total to the same amount as reported in the Company's consolidated statements of cash flows (in thousands): December 31, 2019 December 31, 2018 December 31, 2017 Cash and cash equivalents $ 22,704 $ 16,418 $ 168,214 Restricted cash 24,078 8,007 1,656 Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows $ 46,782 $ 24,425 $ 169,870 Operating lease income — Operating lease income includes rent earned from operating leases of land and buildings owned by the Company to its tenants. Operating lease income is recognized on the straight-line method of accounting, generally from the later of the date the lessee takes possession of the space and it is ready for its intended use or the date of acquisition of the asset subject to existing leases. Accordingly, increases in contractual lease payments are recognized evenly over the term of the lease. The periodic difference between operating lease income recognized under this method and contractual lease payment terms is recorded as deferred operating lease income receivable and is included in ‘‘Deferred operating lease income receivable, net’’ on the Company's consolidated balance sheets. The Company is also entitled to percentage rent, representing a portion of the Company's lessee's gross revenues from the properties, pursuant to some of its leases and records percentage rent as operating lease income when earned. During the years ended December 31, 2019 and 2018 , the Company recorded $4.3 million and $3.6 million , respectively, of percentage rent from operating leases. Operating lease income also includes the amortization of finite lived intangible assets and liabilities, which are amortized over the period during which the assets or liabilities are expected to contribute directly or indirectly to the future cash flows of the business acquired. The Company estimates losses within operating lease income receivable and deferred operating lease income receivable balances as of the balance sheet date and incorporates a reserve based on management's evaluation of the credit risks associated with these receivables. As of December 31, 2019 and 2018 , we did not have an allowance for doubtful accounts related to real estate tenant receivables or deferred operating lease income. Other income —Other income primarily includes interest income from the Company's cash balances, non-recurring fees in connection with the termination of a purchase contract and other ancillary income. Earnings per share —The Company has one class of common stock. Earnings per share ("EPS") is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding. Deferred expenses and other assets —Deferred expenses and other assets includes operating lease right-of-use assets, purchase deposits, deferred financing fees associated with the 2017 Revolver (refer to Note 8), derivative assets, deferred costs, leasing costs such as brokerage, legal and other costs which are amortized over the life of the respective leases and presented as an operating activity in the Company's consolidated statements of cash flows. Amortization of leasing costs is included in "Depreciation and amortization" in the Company's consolidated statements of operations. Deferred financing fees —Deferred financing fees associated with the Company's mortgages are recorded in ‘‘Debt obligations, net’’ on the Company's consolidated balance sheets. The amortization of deferred financing fees is included in ‘‘Interest expense’’ in the Company’s consolidated statements of operations. Stock-based compensation —The Company adopted an equity incentive plan (refer to Note 11) to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company's independent directors, advisers, consultants and other personnel (the "2017 Equity Incentive Plan"). The 2017 Equity Incentive Plan provides for grants of stock options, shares of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, including long-term incentive plan units. The Company accounts for stock-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. Grants under the 2017 Equity Incentive Plan are recognized as compensation costs ratably over the applicable vesting period and recorded in "General and administrative" in the Company's consolidated statements of operations. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the restricted stock units vest and are settled. During the third quarter 2018, the Company adopted an equity incentive plan providing for grants of interests (called "CARET Units") in a subsidiary of the Operating Partnership intended to constitute profits interests within the meaning of relevant Internal Revenue Service guidance. The Company's shareholders approved the plan in the second quarter of 2019. Grants under the plan are subject to graduated vesting based on time and hurdles of the Company's common stock price (refer to Note 11). Expense from CARET Units is recorded in "General and administrative" in the Company's consolidated statements of operations and "Noncontrolling interests" on the Company's consolidated balance sheet. Income taxes— The Company operates its business in a manner consistent with its election to be taxed as a REIT. As such, the consolidated financial statements of the Company have been prepared consistent with the Company's qualification as a REIT for the periods presented. The Company elected to be taxed as a REIT under sections 856 through 859 of the Internal Revenue Code of 1986, as amended (the "Code") beginning with its taxable year ended December 31, 2017. The Company will be subject to federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its net taxable income to qualify as a REIT, the Company intends to distribute all of its net taxable income, if any, and eliminate federal and state taxes on undistributed net taxable income. Certain states may impose minimum franchise taxes. In addition, the Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its net taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under federal tax laws. The Company's tax years from 2017 through 2018 remain subject to examination by major tax jurisdictions. The Company formed a taxable REIT subsidiary ("TRS") during the year ended December 31, 2018. The TRS had no activity during the periods presented, and accordingly, no provision for income taxes was required. During the year ended December 31, 2019, the Company paid $0.1 million in taxes. Derivative instruments and hedging activity —The Company's use of derivative financial instruments is associated with debt issuances and primarily limited to the utilization of interest rate swaps, interest rate caps or other instruments to manage interest rate risk exposure. The Company does not enter into derivatives for trading purposes. Refer to Note 10 for more information on the Company's derivative activity. Variable interest entities —The Company evaluates its investments and other contractual arrangements to determine if they constitute variable interests in a VIE. A VIE is an entity where a controlling financial interest is achieved through means other than voting rights. A VIE is consolidated by the primary beneficiary, which is the party that has the power to direct matters that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This overall consolidation assessment includes a review of, among other factors, which interests create or absorb variability, contractual terms, the key decision making powers, their impact on the VIE's economic performance, and related party relationships. Where qualitative assessment is not conclusive, the Company performs a quantitative analysis. The Company reassesses its evaluation of the primary beneficiary of a VIE on an ongoing basis and assesses its evaluation of an entity as a VIE upon certain reconsideration events. Fair Values —The Company is required to disclose fair value information with regard to its financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The Financial Accounting Standards Board ("FASB") guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company determines the estimated fair values of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the Company and the Company’s own assumptions about market participant assumptions. The Company determined the carrying values of its cash and cash equivalents; net investment in sales-type leases; Ground Lease receivables; restricted cash; operating lease income receivable; deferred operating lease income receivable, net; deferred expenses and other assets, net; and accounts payable, accrued expenses, and other liabilities approximated their fair values. The Company determined the fair value of its debt obligations, net as of December 31, 2019 and 2018 was approximately $1.4 billion and $537.8 million , respectively, and is classified as Level 3 within the fair value hierarchy. Other —The Company is an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") and is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other publicly-traded companies that are not "emerging growth companies," including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. The Company has elected to utilize the exemption for auditor attestation requirements. In addition, the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in the Securities Act of 1933, as amended, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, the Company has chosen to "opt out" of this extended transition period, and as a result, it will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for all public companies that are not emerging growth companies. The Company's decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. The Company will remain an "emerging growth company" until the earliest to occur of: (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1.07 billion (subject to adjustment for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the Company's initial public offering; (iii) the date on which the Company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which the Company is deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended. New Accounting Pronouncements — In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") which was issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments held by a reporting entity. This amendment replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public entities such as the Company that qualify as smaller reporting companies, ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2022. Early adoption was permitted for interim and annual reporting periods beginning after December 15, 2018. Management is currently evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements. In May 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("ASU 2019-04") to clarify certain accounting topics from previously issued ASUs, including ASU 2016-13. ASU 2019-04 addresses certain aspects of ASU 2016-13, including but not limited to, accrued interest receivable, loan recoveries, interest rate projections for variable-rate financial instruments and expected prepayments. ASU 2019-04 provides alternatives that allow entities to measure credit losses on accrued interest separate from credit losses on the principal portion of a loan, clarifies that entities should include expected recoveries in the measurement of credit losses, allows entities to consider future interest rates when measuring credit losses and can elect to adjust effective interest rates used to discount expected cash flows for expected loan prepayments. ASU 2019-04 is effective upon the adoption of ASU 2016-13. Management is currently evaluating the impact of ASU 2019-04 on the Company’s consolidated financial statements. |
Real Estate and Real Estate-Rel
Real Estate and Real Estate-Related Intangibles | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Real Estate and Real Estate-Related Intangibles | Real Estate and Real Estate-Related Intangibles The Company's real estate assets consist of the following ($ in thousands): As of December 31, 2019 December 31, 2018 Land and land improvements, at cost $ 494,670 $ 477,527 Buildings and improvements, at cost 193,232 192,396 Less: accumulated depreciation (16,286 ) (10,257 ) Total real estate, net $ 671,616 $ 659,666 Real estate-related intangible assets, net 242,837 262,531 Total real estate, net and real estate-related intangible assets, net $ 914,453 $ 922,197 Real estate-related intangible assets, net consist of the following items ($ in thousands): As of December 31, 2019 Gross Intangible Accumulated Depreciation Carrying Value Above-market lease assets, net (1) $ 203,288 $ (6,183 ) $ 197,105 In-place lease assets, net (2) 53,626 (8,629 ) 44,997 Other intangible assets, net 750 (15 ) 735 Total $ 257,664 $ (14,827 ) $ 242,837 As of December 31, 2018 Gross Intangible Accumulated Depreciation Carrying Value Above-market lease assets, net (1) $ 193,249 $ (3,040 ) $ 190,209 In-place lease assets, net (2) 52,071 (5,288 ) 46,783 Below-market lease asset, net (3) 26,484 (1,688 ) 24,796 Other intangible assets, net 750 (7 ) 743 Total $ 272,554 $ (10,023 ) $ 262,531 _______________________________________________________________________________ (1) Above-market lease assets are recognized during business combinations and 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 business combinations and 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. (3) Below-market lease asset, net resulted from the acquisition of the initial portfolio from iStar and 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 $0.4 million , subject to adjustment for changes in the CPI, per year through 2044; however, the Company's tenant at the property pays this expense directly under the terms of a master lease. The below-market lease asset is amortized over the term of the lease. Effective with the adoption of ASU 2016-02 on January 1, 2019, below-market lease asset, net was reclassified to "Deferred expenses and other assets, net" on the Company's consolidated balance sheet (refer to Note 3). The amortization of real estate-related intangible assets had the following impact on the Company's consolidated statements of operations for the years ended December 31, 2019 and 2018 ($ in thousands): Income Statement For the Years Ended December 31, Intangible asset Location 2019 2018 Above-market lease assets (decrease to income) Operating lease income $ 3,144 $ 2,142 In-place lease assets (decrease to income) Depreciation and amortization 3,342 3,134 Below-market lease asset (decrease to income) Real estate expense — 989 Other intangible assets (decrease to income) Operating lease income 8 7 The estimated expense from the amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands) (1) : Year Amount 2020 $ 6,665 2021 6,665 2022 6,665 2023 6,665 2024 6,665 _______________________________________________________________________________ (1) As of December 31, 2019 , 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 December 31, 2019 Gross Intangible Accumulated Depreciation Carrying Value Below-market lease liabilities (1) $ 59,015 $ (1,682 ) $ 57,333 As of December 31, 2018 Gross Intangible Accumulated Depreciation Carrying Value Below-market lease liabilities (1) $ 58,660 $ (1,040 ) $ 57,620 _______________________________________________________________________________ (1) Below-market lease liabilities are recognized during business combinations and 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 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 years ended December 31, 2019 and 2018 ($ in thousands): Income Statement For the Years Ended December 31, Intangible liability Location 2019 2018 Below-market lease liabilities (increase to income) Operating lease income $ 642 $ 621 Future Minimum Operating Lease Payments —Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of December 31, 2019 , are as follows by year ($ in thousands): Year Inflation- Linked Fixed Bumps with Inflation Adjustments Fixed Bumps Percentage Rent Fixed Bumps with Percentage Rent Total 2020 $ 5,357 $ 17,708 $ 2,117 $ 10,519 $ 356 $ 36,057 2021 5,357 18,037 2,155 10,519 356 36,424 2022 5,357 18,384 2,185 10,519 356 36,801 2023 5,357 18,833 2,213 10,519 281 37,203 2024 5,357 19,193 2,248 10,519 51 37,368 Thereafter 418,055 4,765,352 440,167 18,896 179 5,642,649 |
Net Investment In Sales-type Le
Net Investment In Sales-type Leases and Ground Lease Receivables | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Net Investment In Sales-type Leases and Ground Lease Receivables | Net Investment in Sales-type Leases and Ground Lease Receivables On January 1, 2019, the Company adopted ASU 2016-02 and ASU 2018-11. As a result of the adoption of ASU 2016-02, the Company, as lessor, classifies certain Ground Leases entered into or acquired subsequent to December 31, 2018 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 (refer to Note 3). In addition, during the year ended December 31, 2019 , the Company entered into transactions whereby it acquired land and entered into Ground Leases directly with the seller. The Ground Leases qualified as sales-type leases and, as such, did not qualify for sale leaseback accounting and are accounted for as financing receivables in accordance with ASC 310 and are included in "Ground Lease receivables" on the Company's consolidated balance sheets (refer to Note 3). The Company records interest income from Ground Lease receivables in "Interest income from sales-type leases" in the Company's consolidated statements of operations. The following table presents a rollforward of the Company's net investment in sales-type leases and Ground Lease receivables for the year ended December 31, 2019 ($ in thousands): Net Investment in Sales-type Leases Ground Lease Receivables Total Beginning balance (1) $ — $ — $ — Origination/acquisition (2) 979,057 396,081 1,375,138 Accretion (amortization) 5,541 1,006 6,547 Ending balance $ 984,598 $ 397,087 $ 1,381,685 _______________________________________________________________________________ (1) The Company elected a provision provided by ASU 2018-11 that allowed entities to not recast the comparative periods presented when transitioning to ASC 842 by allowing entities to change their initial application to the beginning of the period of adoption. As a result, the Company did not have any adjustments to its financial statements as of or prior to December 31, 2018. (2) 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 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. As of December 31, 2019, the Company's weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.6% and 5.4% , respectively. As of December 31, 2019 , the weighted average remaining life of the Company's six Ground Lease receivables was 102.5 years. Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842, excluding lease payments that are not fixed and determinable, in effect as of December 31, 2019 , are as follows by year ($ in thousands): Fixed Bumps with Inflation Adjustments Fixed Bumps with Percentage Rent Total 2020 $ 33,967 $ 532 $ 34,499 2021 34,663 532 35,195 2022 35,642 537 36,179 2023 36,720 586 37,306 2024 38,759 586 39,345 Thereafter 11,016,998 101,834 11,118,832 Total undiscounted cash flows 11,196,749 104,607 11,301,356 Unguaranteed estimated residual value 979,057 Present value discount (11,295,815 ) Net investment in sales-type leases as of December 31, 2019 $ 984,598 During the year ended December 31, 2019 , the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands): Net Investment in Sales-type Leases Ground Lease Receivables Total Cash $ 10,086 $ 1,898 $ 11,984 Non-cash 5,541 1,006 6,547 Total interest income from sales-type leases $ 15,627 $ 2,904 $ 18,531 |
Equity Investments in Ground Le
Equity Investments in Ground Leases | 12 Months Ended |
Dec. 31, 2019 | |
Investments, All Other Investments [Abstract] | |
Equity Investments in Ground Leases | Equity Investments in Ground Leases In August 2019, the Company formed a venture with a sovereign wealth fund that is an existing shareholder of the Company to acquire the existing Ground Lease at 425 Park Avenue in New York City. The Company has a 54.8% noncontrolling equity interest in the new venture and iStar is the manager of the venture. The venture acquired the Ground Lease in November 2019 and during the year ended December 31, 2019 , the Company recorded $0.4 million in losses from the venture, reflecting our share of costs attributable to transaction structuring activities, partially offset by rental income from the venture. As of December 31, 2019 , the Company's investment in the venture was $127.5 million |
Deferred Expenses and Other Ass
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities | Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities Deferred expenses and other assets, net, consist of the following items ($ in thousands): As of December 31, 2019 December 31, 2018 Operating lease right-of-use asset (1) $ 29,659 $ — Interest rate hedge assets 7 2,991 Other assets 1,432 2,416 Deferred finance costs, net (2) 4,668 2,295 Purchase deposits 1,575 1,800 Leasing costs, net 473 481 Deferred expenses and other assets, net $ 37,814 $ 9,983 _______________________________________________________________________________ (1) Operating lease right-of-use asset 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 $0.4 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 (refer to Note 3). For the year ended December 31, 2019 , the Company recognized $0.4 million in "Real estate expense" and $0.4 million 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% . Effective with the adoption of ASU 2016-02 on January 1, 2019, the Company reclassified $24.8 million relating to a below-market lease asset acquired as part of a business combination (refer to Note 4) from "Real estate-related intangible assets, net" to "Deferred expenses and other assets, net" on the Company's consolidated balance sheets. (2) Accumulated amortization of deferred finance costs was $3.4 million and $1.7 million as of December 31, 2019 and 2018 , respectively. Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands): As of December 31, 2019 December 31, 2018 Interest rate hedge liabilities $ 13,672 $ 10,092 Accrued expenses (1) 2,746 3,596 Dividends declared and payable 7,472 2,741 Operating lease liability 5,852 — Other liabilities (2) 4,975 1,788 Interest payable 5,801 1,663 Management fee payable 2,490 920 Accounts payable, accrued expenses and other liabilities $ 43,008 $ 20,800 _______________________________________________________________________________ (1) As of December 31, 2019 and 2018 , accrued expenses primarily includes accrued legal expenses, accrued audit expenses and deferred finance costs. (2) As of December 31, 2019 and 2018 , other liabilities includes $0.6 million and $0.4 million , respectively, due to the Manager for allocated payroll costs and costs it paid on the Company's behalf. |
Debt Obligations, net
Debt Obligations, net | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Obligations, net | Debt Obligations, net The Company's outstanding debt obligations consist of the following ($ in thousands): As of Interest Rate (1) Scheduled (2) December 31, 2019 December 31, 2018 Secured credit financing: Mortgages $ 1,230,143 $ 377,193 4.06% April 2027 to November 2069 2017 Revolver 166,000 169,500 One-Month LIBOR plus 1.30% November 2024 Total secured credit financing (3) 1,396,143 546,693 Total debt obligations 1,396,143 546,693 Debt premium, discount and deferred financing costs, net (23,221 ) (2,728 ) Total debt obligations, net $ 1,372,922 $ 543,965 _______________________________________________________________________________ (1) Represents the weighted average interest rate of consolidated mortgage debt in effect over the life of the mortgage debt and excludes the effect of debt premium, discount and deferred financing costs. As of December 31, 2019 , the weighted average cash interest rate for the Company's consolidated mortgage debt, based on interest rates in effect at that date, was 3.26% . 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 December 31, 2019 , the Company's combined weighted average interest rate and combined weighted average cash interest rate of the Company's consolidated mortgage debt and the mortgage debt of the Company's unconsolidated venture (applying the Company's percentage interest in the venture - refer to Note 6) were 4.00% and 3.13% , respectively. (2) Represents the extended maturity date for all debt obligations. (3) As of December 31, 2019 , $1.97 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 —Mortgages consist of asset specific non-recourse borrowings that are secured by the Company's Ground Leases. As of December 31, 2019 , the Company's mortgages are full term interest only, bear interest at a weighted average interest rate of 4.06% and have maturities between April 2027 and November 2069. In July 2019, the Company refinanced two mortgages on existing Ground Leases and incurred $2.0 million in losses on early extinguishment of debt. 2017 Revolver —In June 2017, the Company entered into a recourse senior secured revolving credit facility with an initial maximum aggregate principal amount of up to $300.0 million (the "2017 Revolver") that has since been increased to $525.0 million . The 2017 Revolver provides an accordion feature to increase, subject to certain conditions, the maximum availability up to $1.0 billion . The 2017 Revolver has an initial maturity of November 2022 with two 12 -month extension options exercisable by the Company, subject to certain conditions, and bears interest at an annual rate of applicable LIBOR plus 1.30% . An undrawn credit facility commitment fee ranges from 0.15% to 0.25% , based on utilization each quarter. The 2017 Revolver allows the Company to leverage Ground Leases up to a maximum of 67.0% . As of December 31, 2019 , there was $359.0 million of undrawn capacity on the 2017 Revolver and the Company had the ability to draw an additional $118.2 million without pledging any additional assets to the facility. Debt Covenants —The Company is subject to financial covenants under the 2017 Revolver, including maintaining: (i) a limitation on total consolidated leverage of not more than 70% , or 75% for no more than 180 days, of the Company's total consolidated assets; (ii) a consolidated fixed charge coverage ratio of at least 1.40 x; (iii) a consolidated tangible net worth of at least $632.8 million plus 75% of future issuances of net equity after September 30, 2019; (iv) a consolidated secured leverage ratio of not more than 70% , or 75% for no more than 180 days, of the Company's total consolidated assets; and (v) a secured recourse debt ratio of not more than 5.0% of the Company's total consolidated assets (exclusive of amounts drawn on this facility). Additionally, the 2017 Revolver previously restricted the Company's ability to pay distributions to its shareholders. Prior to November 2019, the Company was permitted to make annual distributions up to an amount equal to 110% of the Company's adjusted funds from operations, as calculated in accordance with the 2017 Revolver. In November 2019, the 2017 Revolver was amended to eliminate the restrictions on the Company's ability to pay distributions to its shareholders so long as there is no event of default. In addition, the Company may make distributions without restriction as to amount so long as after giving effect to the dividend the Company remains in compliance with the financial covenants and no event of default has occurred and is continuing. The Company's mortgages contain no significant maintenance or ongoing financial covenants. As of December 31, 2019 , the Company was in compliance with all of its financial covenants. Future Scheduled Maturities —As of December 31, 2019 , future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company's option, are as follows ($ in thousands): Total 2020 $ — 2021 — 2022 — 2023 — 2024 166,000 Thereafter (1) 1,230,143 Total principal maturities 1,396,143 Debt premium, discount and deferred financing costs, net (23,221 ) Total debt obligations, net $ 1,372,922 ______________________________________________________________________________ (1) As of December 31, 2019 , the Company's weighted average maturity for its consolidated mortgage debt was 30.7 years. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Unfunded Commitments —In October 2017, the Company entered into a purchase agreement to acquire land subject to a Ground Lease on which a luxury multi-family project is currently being constructed in San Jose, California. Pursuant to the purchase agreement, the Company will acquire the Ground Lease on November 1, 2020 from iStar for $34.0 million . iStar committed to provide a $80.5 million construction loan to the ground lessee. In August 2018, the Company entered into an aggregate $30.0 million commitment to acquire land for $12.5 million and provide a $17.5 million leasehold improvement allowance for the Ground Lease tenant's construction of a multi-family property in Washington, DC. The Company acquired the land in June 2019 and will fund the leasehold improvement allowance upon the completion of certain conditions. In January 2019, the Company acquired land for $13.0 million and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant's acquisition of an existing office building located in Washington, DC that is to be converted into a multi-family building. The Company committed to provide the Ground Lease tenant a $10.5 million leasehold improvement allowance that will be funded upon the completion of certain conditions. In June 2019, the Company acquired land for $8.1 million and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant's development of a to-be-built multi-family community located outside of Orlando, FL. The Company committed to provide the Ground Lease tenant a $21.4 million leasehold improvement allowance that will be funded upon the completion of certain conditions. As of December 31, 2019 , $2.1 million of the leasehold improvement allowance had been funded. Legal Proceedings —The Company evaluates developments in legal proceedings that could require a liability to be accrued and/or disclosed. Based on its current knowledge, and after consultation with legal counsel, the Company believes it is not a party to, nor are any of its properties the subject of, any pending legal proceeding that would have a material adverse effect on the Company’s consolidated financial statements. |
Risk Management and Derivatives
Risk Management and Derivatives | 12 Months Ended |
Dec. 31, 2019 | |
Risks and Uncertainties [Abstract] | |
Risk Management and Derivatives | 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 —Concentrations of credit risks arise when the Company has multiple leases with a particular tenant or credit party, or a number of the Company’s tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features, such that their ability to meet contractual obligations, including those to the Company, could be similarly affected by changes in economic conditions. 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 operating lease income from any tenant, the inability of that tenant to make its payment could have a material adverse effect on the Company. During the year ended December 31, 2019 , the Company’s two largest tenants by revenues accounted for approximately 17.3% and 14.9% , respectively, of the Company’s revenues. The gross carrying value of five hotels leased by the Company under a master lease guaranteed by Park Intermediate Holdings LLC represented 8.6% of the Company’s total assets as of December 31, 2019 . Park Intermediate Holdings LLC is a subsidiary of Park Hotels & Resorts Inc., which is a public reporting company. According to Park Hotels & Resorts Inc.’s public Securities and Exchange Commission filings, Park Hotels & Resorts Inc. conducts substantially all of its business and holds substantially all of its assets through Park Intermediate Holdings LLC. For detailed financial information regarding Park Hotels & Resorts Inc., please refer to its financial statements, which are publicly available on the website of the Securities and Exchange Commission at http://www.sec.gov. Derivative instruments and hedging activity —The Company's use of derivative financial instruments is associated with debt issuances and primarily limited to the utilization of interest rate swaps, interest rate caps or other instruments to manage interest rate risk exposure. The Company does not enter into derivatives for trading purposes. The Company recognizes derivatives 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 related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s debt. The Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 30 months (excluding forecasted transactions related to the payment of variable interest on existing financial instruments). 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 December 31, 2019 and 2018 ($ in thousands): (1) December 31, 2019 December 31, 2018 Balance Sheet Location Derivative Type Fair Value (2) Assets Interest rate swaps $ 7 $ 2,987 Deferred expenses and other assets, net Interest rate cap (3) — 4 Deferred expenses and other assets, net $ 7 $ 2,991 Liabilities Interest rate swaps $ 13,672 $ 10,092 Accounts payable, accrued expenses and other liabilities $ 13,672 $ 10,092 ____________________________________________________________________________ (1) For the years ended December 31, 2019 and 2018 , the Company recorded $32.5 million and $6.7 million , respectively, of unrealized losses in accumulated other comprehensive income (loss). (2) The fair value of the Company's derivatives are based upon widely accepted 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. Over the next 12 months, the Company expects that $1.4 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as an increase to interest expense. (3) This derivative is not designated in a hedging relationship. Credit Risk-Related Contingent Features —The Company reports derivative instruments on a gross basis in its consolidated financial statements. The Company has agreements with each of its derivative counterparties that contain a provision whereby if the Company either defaults or is capable of being declared in default on any of its indebtedness, then the Company could also be declared in default on its derivative obligations. In connection with its interest rate derivatives which were in a liability position as of December 31, 2019 and 2018 , the Company posted collateral of $20.1 million and $8.0 million , respectively, which is included in "Restricted cash" on the Company's consolidated balance sheets. As of December 31, 2019 and 2018 , the Company would not have been required to post any additional collateral to settle these contracts had the Company been declared in default on its derivative obligations. The tables below present the effect of the Company's derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the years ended December 31, 2019 and 2018 ($ in thousands): Derivatives Designated in Hedging Relationships Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings For the Year Ended December 31, 2019 Interest rate swaps Interest expense $ (32,518 ) $ (271 ) For the Year Ended December 31, 2018 Interest rate swaps Interest expense $ (6,745 ) $ 252 Location of Gain or (Loss) Recognized in Income Amount of Gain or (Loss) Recognized in Income Derivatives not Designated in Hedging Relationships For the Year Ended December 31, 2019 Interest rate cap Interest expense $ (4 ) For the Year Ended December 31, 2018 Interest rate cap Interest expense $ (13 ) |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity Common Stock —On April 14, 2017, two institutional investors acquired 2,875,000 shares of the Company's common stock for $57.5 million and iStar acquired 2,775,000 shares of the Company's common stock for $55.5 million . On June 27, 2017, the Company sold 10,250,000 shares of its common stock in its initial public offering for proceeds of $205.0 million . Concurrently with the initial public offering, the Company sold $45.0 million in shares, or 2,250,000 shares, of its common stock to iStar in a private placement. On January 2, 2019, the Company received $250.0 million of proceeds from iStar for its purchase of 12,500,000 newly designated limited partnership units ("Investor Units") in the Operating Partnership at a purchase price of $20.00 per unit. In May 2019, after approval of the Company's shareholders, the Investor Units were exchanged for shares of the Company's common stock on a one-for-one basis. Following the exchange, the Investor Units were retired. Each Investor Unit received distributions equivalent to distributions declared and paid on one share of the Company's common stock. The Investor Units had no voting rights. They had limited protective consent rights over certain matters such as amendments to the terms of the Investor Units that would adversely affect the Investor Units. On August 12, 2019, the Company sold 3,450,000 shares of its common stock in a public offering for gross proceeds of $96.6 million . Concurrently with the public offering, the Company sold $168.0 million in shares, or 6,000,000 shares, of its common stock to iStar in a private placement. The Company incurred approximately $4.4 million of offering costs in connection with these transactions which were recorded as a reduction to additional paid-in capital. On November 22, 2019, the Company sold 3,450,000 shares of its common stock in a public offering for gross proceeds of $117.3 million . Concurrently with the public offering, the Company sold $130.0 million in shares, or 3,823,529 shares, of its common stock to iStar in a private placement. The Company incurred approximately $5.0 million of offering costs in connection with these transactions which were recorded as a reduction to additional paid-in capital. Through December 31, 2019 , iStar purchased 3.4 million shares of the Company's common stock for $73.4 million , at an average cost of $21.61 per share, pursuant to 10b5-1 plans (the “10b5-1 Plans") in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended, under which it could buy shares of the Company's common stock in the open market. In addition, iStar purchased an additional 133,524 shares of the Company's common stock in private and open market transactions for $2.2 million , for an average cost of $16.39 per share. As of December 31, 2019 , iStar owned 65.2% of the Company's common stock; however, its discretionary voting power is limited to 41.9% as a result of limitations on its voting power contained in a stockholder's agreement entered into in connection with its purchase of the Investor Units. Equity Plans —During the third quarter 2018, the Company adopted an equity incentive plan providing for CARET Units in a subsidiary of the Operating Partnership intended to constitute profits interests within the meaning of relevant Internal Revenue Service guidance. The Company's shareholders approved the plan in the second quarter of 2019. Grants under the plan are subject to graduated vesting based on time and hurdles of the Company's common stock price ranging from $25.00 to $35.00 . Once a particular stock price hurdle is met, a portion of the awards become vested, but remain subject to being forfeited, in part, if additional time-based service conditions are not satisfied. The awards generally entitle plan participants to cash distributions of up to 15% , in the aggregate, of the capital appreciation above the Company's investment basis on its Ground Lease assets received upon the sale of a Ground Lease, the sale of a combined property and certain non-recourse mortgage debt refinancings of a Ground Lease. The Company owns the remaining 85% of the CARET Units. As of December 31, 2019 , all stock price hurdles ( $25.00 , $27.50 , $30.00 , $32.5 0 and $35.00 ) were achieved. As a result, 25% of each outstanding award is now fully vested while the remaining 75% of each award will become vested upon satisfaction of continuing service conditions. Awards with an aggregate fair value of $1.5 million at the time of plan adoption were available to be granted under this plan, of which $1.4 million was granted to the Company's independent directors and employees of the Manager in 2018, which will be recognized over a period of four years . During the years ended December 31, 2019 and 2018 , the Company recognized $0.4 million and $0.1 million , respectively, in expense from CARET Units and it is recorded in "General and administrative" in the Company's consolidated statements of operations and "Noncontrolling interests" on the Company's consolidated balance sheet. The Company adopted the 2017 Equity Incentive Plan to provide equity incentive opportunities to members of the Manager's management team and employees who perform services for the Company, the Company's independent directors, advisers, consultants and other personnel. The 2017 Equity Incentive Plan provides for grants of stock options, shares of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, including long-term incentive plan units. On each of June 28, 2018 and May 9, 2019, the Company issued 40,000 fully-vested shares under the 2017 Equity Incentive Plan at $19.13 and $27.19 per share, respectively, to its directors who are not employees of the Manager or iStar in consideration for their annual services as directors with aggregate grant date fair values of $0.8 million and $1.1 million , respectively. In the first quarter 2019, the Company granted 25,000 restricted stock units with a fair value of $0.5 million , or $19.15 per share, under the 2017 Equity Incentive Plan to an employee of the Manager, representing the right to receive 25,000 shares of the Company's common stock on January 5, 2022, if the employee is employed by the Manager on that date. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the restricted stock units vest and are settled. As of December 31, 2019 , there was $0.3 million of total unrecognized compensation cost related to the unvested restricted stock units. As of December 31, 2019 , an aggregate of 762,500 shares remain available for issuance pursuant to future awards under the 2017 Equity Incentive Plan. During the years ended December 31, 2019 and 2018, the Company recognized $1.2 million and $0.8 million , respectively, in stock-based compensation expense related to the 2017 Equity Incentive Plan, which is classified within "General and administrative" in the Company's consolidated statements of operations. Accumulated Other Comprehensive Income (Loss) —Accumulated other comprehensive income (loss) consists of net unrealized gains (losses) on the Company's derivative transactions. Noncontrolling Interests —Noncontrolling interests include third-party equity interests in ventures that are consolidated in the Company's consolidated financial statements and CARET Units that have been granted to employees of the Company's Manager. Dividends —The Company elected to be taxed as a REIT beginning with its taxable year ended December 31, 2017. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate corporate federal income taxes payable by the REIT. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. During the year ended December 31, 2019 , the Company declared cash dividends on its common stock of $21.4 million , or $0.618 per share. Dividends paid in 2019 consisted of ordinary income of $0.0699 per share and a return of capital of $0.5421 per share for tax reporting purposes. In addition, during the year ended December 31, 2019 , the Company declared cash distributions to iStar for its Investor Units of $1.9 million , or $0.15 per Investor Unit. During the year ended December 31, 2018 , the Company declared cash dividends on its common stock of $10.9 million , or $0.60 per share. Dividends paid in 2018 consisted of ordinary income of $0.1153 per share and a return of capital of $0.4847 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share EPS is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares outstanding for the period. The following tables present a reconciliation of net income used in the basic and diluted EPS calculations ($ in thousands, except for per share data): For the Years Ended December 31, 2019 2018 Net income $ 33,728 $ 11,936 Net (income) attributable to noncontrolling interests (6,035 ) (196 ) Net income attributable to Safehold Inc. common shareholders for basic earnings per share $ 27,693 $ 11,740 For the Years Ended December 31, 2019 2018 Earnings allocable to common shares: Numerator for basic and diluted earnings per share: Net income attributable to Safehold Inc. common shareholders - basic and diluted $ 27,693 $ 11,740 For the Years Ended December 31, 2019 2018 Denominator for basic and diluted earnings per share: (1) Weighted average common shares outstanding for basic and diluted earnings per common share 31,008 18,218 Basic and diluted earnings per common share: Net income attributable to Safehold Inc. common shareholders $ 0.89 $ 0.64 _______________________________________________________________________________ (1) During the year ended December 31, 2019, 4,383,562 of Investor Units (refer to Note 11) were anti-dilutive. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company is externally managed by an affiliate of iStar, the Company's largest shareholder. iStar has been an active real estate investor for over 20 years and has executed transactions with an aggregate value of over $40.0 billion . iStar has an extensive network for sourcing investments, which includes relationships with brokers, corporate tenants and developers that it has established over its long operating history. As of September 30, 2019 , iStar had total assets of approximately $5.6 billion and 157 employees. Management Agreement A summary of the terms of the management agreement is below: Manager SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc. Management Fee Annual fee of 1.0% 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) Management Fee Waiver No management fee was paid to the Manager during the first year (through June 30, 2018) Incentive Fee None Term (1) 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 _______________________________________________________________________________ (1) The management agreement was extended by one year to June 30, 2023 in January 2020. For the years ended December 31, 2019 and 2018, the Company recorded $7.5 million and $3.6 million , respectively, in management fees to the Manager. These management fees are recorded in "General and administrative" in the Company's consolidated statements of operations. Prior to June 30, 2018, no management fees were paid to the Manager because such fees were waived during the first year of the agreement. The fees were accounted for as a non-cash capital contribution from iStar despite iStar not receiving any compensation for its services during the first year of the agreement. Expense Reimbursements The Company pays, or reimburses the Manager 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 Manager under the management agreement. For the years ended December 31, 2019 and 2018, the Company was allocated $2.1 million and $1.5 million , respectively, in expenses from the Manager. These expenses are recorded in "General and administrative" in the Company's consolidated statements of operations. Prior to June 30, 2018, in accordance with the provisions of the management agreement, the reimbursement of expenses was waived by the Manager and, accordingly, these expenses were accounted for as a non-cash capital contribution from iStar despite iStar not receiving any reimbursement for these allocated expenses during the first year of the agreement. Acquisitions iStar has 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. Following is a list of transactions in which the Company and iStar 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 transactions in which iStar is also a participant. In October 2019, the Company acquired land and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant's acquisition of an existing multi-family property located in Sarasota, FL. The Company acquired the land and the Company's Ground Lease tenant acquired the leasehold from a venture in which iStar has a 50% ownership interest. In addition, iStar provided a $22.0 million loan to the Company's Ground Lease tenant for the acquisition of the leasehold. iStar subsequently sold the loan at par to a third party. In August 2019, the Company and iStar closed on the acquisition of a 310,000 square foot Class-A office building located in Austin, TX. iStar acquired the leasehold interest and the Company simultaneously acquired the fee interest and entered into a new 99 -year Ground Lease with iStar. In February 2019, the Company and iStar closed on the acquisition of a 420,000 square foot office building located in Jersey City, NJ. iStar acquired the leasehold interest and the Company simultaneously acquired the fee interest and entered into a new 98 -year Ground Lease with iStar. In January 2019, the Company acquired land and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant's acquisition of an existing office building located in Washington, DC that is to be converted into a multi-family building. The Ground Lease has a term of 99 years. The Company also committed to provide the Ground Lease tenant a $10.5 million leasehold improvement allowance that will be funded upon the completion of certain conditions. In addition, iStar provided a $13.3 million loan to the ground lessee with an initial term of 21 months for the acquisition of the property. In May 2018, the Company acquired land and simultaneously structured and entered into a Ground Lease as part of the Ground Lease tenant's acquisition of two multi-tenant office buildings located in Atlanta, GA. iStar provided a $19.9 million loan to the ground lessee for the acquisition of the property and the loan was repaid in December 2019. In August 2017, the Company acquired land and simultaneously structured and entered into a Ground Lease in Atlanta, GA and accounted for the transaction as an asset acquisition. The Ground Lease has a term of 99 years. In addition, the ground lessee constructed a 185 -space parking deck adjacent to the building engineered to accommodate future development of the site. The Company has a right of first refusal to provide funding for up to 30.0% of the construction cost of an additional 160,000 square feet of development on terms consistent with the Ground Lease. iStar committed to provide a $24.0 million construction loan to the ground lessee for the renovation of the property. The loan was repaid in August 2019. |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The following table sets forth the selected quarterly financial data for the Company ($ in thousands, except per share amounts). For the Quarters Ended December 31, September 30, June 30, March 31, 2019: Revenue $ 29,586 $ 22,310 $ 19,680 $ 21,820 Net income 11,168 5,481 5,942 11,137 Net income attributable to Safehold Inc. 11,119 5,432 4,523 6,619 Earnings per common share data: (1) Net income attributable to Safehold Inc. Basic $ 11,119 $ 5,432 $ 4,523 $ 6,619 Diluted $ 11,119 $ 5,432 $ 4,523 $ 11,090 Earnings per share Basic $ 0.25 $ 0.15 $ 0.18 $ 0.36 Diluted $ 0.25 $ 0.15 $ 0.18 $ 0.36 Weighted average number of common shares Basic 43,651 36,111 25,640 18,296 Diluted 43,651 36,111 25,640 30,657 For the Quarters Ended December 31, September 30, June 30, March 31, 2018: Revenue $ 14,813 $ 11,644 $ 11,574 $ 11,693 Net income 4,362 2,069 1,762 3,743 Net income attributable to Safehold Inc. 4,308 2,009 1,703 3,720 Earnings per common share data: (1) Net income attributable to Safehold Inc. Basic and diluted $ 4,308 $ 2,009 $ 1,703 $ 3,720 Earnings per share Basic and diluted $ 0.24 $ 0.11 $ 0.09 $ 0.20 Weighted average number of common shares Basic and diluted 18,261 18,230 18,191 18,190 _______________________________________________________________________________ (1) Basic and diluted EPS are computed independently based on the weighted-average shares of common stock and stock equivalents outstanding for each period. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year. |
Schedule III - Real Estate and
Schedule III - Real Estate and Accumulated Depreciation | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract] | |
SEC Schedule III, Real Estate and Accumulated Depreciation | Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount Carried at Close of Period Depreciable Life (Years) Location Encumbrances Land Building and Improvements Land Building and Improvements Total (1) Accumulated Depreciation Date Acquired Detroit, MI $ 31,961 (2) $ 29,086 $ — $ — $ 29,086 $ — $ 29,086 $ — 2017 N/A Dallas, TX 3,736 (2) 1,954 — — 1,954 — 1,954 — 2017 N/A Dallas, TX 4,151 (2) 2,751 — — 2,751 — 2,751 — 2017 N/A Atlanta, GA 7,577 (2) 4,097 — — 4,097 — 4,097 — 2017 N/A Milwaukee, WI 3,633 (2) 4,638 51,323 — 4,638 51,323 55,961 3,500 2017 40 (3) Washington, DC 5,190 (2) 1,484 — — 1,484 — 1,484 — 2017 N/A Minneapolis, MN 1,452 (2) 716 — — 716 — 716 — 2017 N/A Durango, CO 16,604 (2) 1,415 17,080 — 1,415 17,080 18,495 1,480 2017 35 (3) Rohnert Park, CA 19,300 (2) 5,869 13,752 — 5,869 13,752 19,621 1,480 2017 32 (3) Salt Lake City, UT 55,312 (2) 8,573 40,583 — 8,573 40,583 49,156 3,240 2017 34 (3) San Diego, CA 38,084 (2) 5,077 24,096 — 5,077 24,096 29,173 2,032 2017 33 (3) Seattle, WA 40,000 (2) 7,813 45,562 — 7,813 45,562 53,375 4,530 2017 30 (3) Los Angeles, CA 57,936 (2) 68,140 — — 68,140 — 68,140 — 2017 N/A Los Angeles, CA 62,764 (2) 72,836 — — 72,836 — 72,836 — 2017 N/A Atlanta, GA — (4) 6,300 — — 6,300 — 6,300 — 2017 N/A Washington, DC 23,100 (2) 27,354 — — 27,354 — 27,354 — 2018 N/A Orlando, FL 7,800 (2) 6,626 — — 6,626 — 6,626 — 2018 N/A Atlanta, GA 18,000 (2) 11,449 — — 11,449 — 11,449 — 2018 N/A Raleigh-Durham, NC 11,940 (2) 4,502 — — 4,502 — 4,502 — 2018 N/A Atlanta, GA 9,882 (2) 8,478 — — 8,478 — 8,478 — 2018 N/A San Diego, CA — (4) 8,168 — — 8,168 — 8,168 — 2018 N/A Washington, DC 10,000 (2) 15,217 — — 15,217 — 15,217 — 2018 N/A Phoenix, AZ — (4) 5,996 — — 5,996 — 5,996 — 2018 N/A Washington, DC — (4) 21,478 — — 21,478 — 21,478 — 2018 N/A Miami, FL 6,000 (2) 3,735 — — 3,735 — 3,735 — 2018 N/A Miami, FL 2,471 (2) 9,170 — — 9,170 — 9,170 — 2018 N/A Washington, DC 95,000 (2) 121,100 — — 121,100 — 121,100 — 2018 N/A Nashville, TN 17,500 (2) 13,505 — — 13,505 — 13,505 — 2018 N/A Portland, OR — — 3,641 — — 3,641 — 3,641 — 2019 N/A San Antonio, TX 10,000 (2) 2,103 836 — 2,103 836 2,939 24 2019 40 Riverside, CA — (4) 11,399 — — 11,399 — 11,399 — 2019 N/A Total $ 559,393 $ 494,670 $ 193,232 $ — $ 494,670 $ 193,232 $ 687,902 $ 16,286 _______________________________________________________________________________ (1) The aggregate cost for Federal income tax purposes was approximately $963.1 million at December 31, 2019 . (2) Pledged as collateral under mortgages. (3) These properties have land improvements with depreciable lives from 7 to 12 years. (4) Pledged as collateral under the 2017 Revolver. The following table reconciles real estate for the years ended December 31, 2019 and 2018: For the Years Ended December 31, 2019 2018 Beginning balance $ 669,923 $ 413,145 Acquisitions 17,979 256,778 Ending balance $ 687,902 $ 669,923 The following table reconciles accumulated depreciation for the years ended December 31, 2019 and 2018: For the Years Ended December 31, 2019 2018 Beginning balance $ 10,257 $ 4,253 Additions 6,029 6,004 Ending balance $ 16,286 $ 10,257 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying audited consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America ("GAAP") for complete financial statements. The preparation of 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. |
Principles of Combination and Consolidation | Principles of Consolidation —The consolidated financial statements include the accounts and operations of the Company, its wholly-owned subsidiaries and VIEs for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. |
Real estate | Real estate— Real estate assets are recorded at cost less accumulated depreciation and amortization, as follows: Capitalization and depreciation — Certain improvements and replacements are capitalized when they extend the useful life of the asset. Repair and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful life, which is generally 40 years for facilities, the shorter of the remaining lease term or expected life for tenant improvements and the remaining useful life of the facility for facility improvements. |
Purchase price allocation | Purchase price allocation — Upon acquisition of real estate, the Company determines whether the transaction is a business combination, which is accounted for under the acquisition method, or an acquisition of assets. For both types of transactions, the Company recognizes and measures identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree based on their relative fair values. For business combinations, the Company recognizes and measures goodwill or gain from a bargain purchase, if applicable, and expenses acquisition-related costs in the periods in which the costs are incurred. For acquisitions of assets, acquisition-related costs are capitalized and recorded in "Real estate, net," "Real estate-related intangible assets, net" and "Real estate-related intangible liabilities, net" on the Company's consolidated balance sheets. If the Company acquires real estate and simultaneously enters into a new lease of the real estate the acquisition will be accounted for as an asset acquisition. The Company accounts for its acquisition of properties by recording the purchase price of tangible and intangible assets and liabilities acquired based on their estimated fair values. The value of the tangible assets, consisting of land, buildings, building improvements and tenant improvements is determined as if these assets are vacant. Intangible assets may include the value of lease incentive assets, above-market leases, below-market Ground Lease assets and in-place leases, which are each recorded at their estimated fair values and included in "Real estate-related intangible assets, net" or "Real estate-related intangible liabilities, net" on the Company's consolidated balance sheets. Intangible liabilities may include the value of below-market leases, which are recorded at their estimated fair values and included in "Real estate-related intangible liabilities, net" on the Company's consolidated balance sheets. In-place leases are amortized over the remaining non-cancelable term of the lease and the amortization expense is included in "Depreciation and amortization" in the Company's consolidated statements of operations. Lease incentive assets and above-market (or below-market) lease value are amortized as a reduction of (or, increase to) operating lease income over the remaining non-cancelable term of each lease. Below-market Ground Lease assets are amortized to real estate expense over the remaining non-cancelable term of the lease. The Company may also engage in sale/leaseback transactions whereby the Company executes a net lease with the occupant simultaneously with the purchase of the asset. |
Impairments | Impairments — The Company reviews real estate assets for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The value of a long-lived asset held for use is impaired if management's estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the asset (taking into account the anticipated holding period of the asset) are less than its carrying value. Such estimate of cash flows considers factors such as expected future operating income trends, as well as the effects of demand, competition and other economic factors. To the extent impairment has occurred, the loss will be measured as the excess of the carrying amount of the asset over the estimated fair value of the asset and reflected as an adjustment to the basis of the asset. Impairments of real estate assets, if any, are recorded in "Impairment of assets" in the Company's consolidated statements of operations. The Company did not record any impairments for the periods presented. |
Net Investment in Sales-type Leases and Ground Lease Receivables | Net Investment in Sales-type Leases and Ground Lease Receivables —Net investment in sales-type leases and Ground Lease receivables are recognized when the Company's Ground Leases qualify as sales-type leases. 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 residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. Acquisition-related costs are capitalized and recorded in "Net Investment in Sales-type Leases" and "Ground Lease Receivables" on the Company's consolidated balance sheets. For newly originated or acquired Ground Leases, the Company's estimate of residual value equals the fair value of the land at lease commencement. If a lease qualifies as a sales-type lease, it is further evaluated to determine whether the transaction is considered a sale leaseback transaction. When the Company acquires land and enters into a Ground Lease directly with the seller that qualifies as a sales-type lease, the lease does not qualify as a sale leaseback transaction and the lease is considered a financing receivable and is recognized in accordance with ASC 310 and included in "Ground Lease receivables" on the Company's consolidated balance sheets (refer to Note 5). |
Reserve for losses in net investment in sales-type leases and Ground Lease receivables | Reserve for losses in net investment in sales-type leases and Ground Lease receivables— The Company evaluates its net investment in sales-type leases and Ground Lease receivables for impairment under ASC 310. As part of the Company's process for monitoring the credit quality of its net investment in sales-type leases and Ground Lease receivables, it performs a quarterly assessment for each of its net investment in sales-type leases and Ground Lease receivables. The Company generally targets Ground Lease investments in which the initial cost of the Ground Lease represents 30% to 45% of the Combined Property Value. As such, the Company believes its Ground Lease investments represent a safe position in a property's capital structure. This safety is derived from the typical structure of a Ground Lease under which the landlord has a residual right to regain possession of its land and take ownership of the buildings and improvements thereon upon a tenant default. The landlord's residual right provides a strong incentive for a Ground Lease tenant or its leasehold lender to make the required Ground Lease rent payments and, as such, the Company believes there is a low likelihood of default on its net investment in sales-type leases and Ground Lease receivables. The Company considers a net investment in sales-type lease or Ground Lease receivable to be impaired when, based upon current information and events, it believes that it is probable that the Company will be unable to collect all amounts due under the contractual terms of the Ground Lease. As of December 31, 2019 , all of the Company's net investment in sales-type leases and Ground Lease receivables were performing in accordance with the terms of the respective leases. Any potential reserve for losses in net investment in sales-type leases and Ground Lease receivables will reflect management's estimate of losses inherent in the portfolio as of the balance sheet date. If the Company determines that the collateral fair value less costs to sell is less than the carrying value of a collateral-dependent receivable, the Company will record a reserve. The reserve, if applicable, will be increased (decreased) through "Reserve for losses on receivables" in the Company's consolidated statements of operations and will be decreased by charge-offs. The Company's policy is to charge off a receivable when it determines, based on a variety of factors, that all commercially reasonable means of recovering the receivable balance have been exhausted. This may occur at different times, including when the Company receives cash or other assets in a pre-foreclosure sale or takes control of the underlying collateral in full satisfaction of the receivable upon foreclosure or deed-in-lieu, or when the Company has otherwise ceased significant collection efforts. The Company considers circumstances such as the foregoing to be indicators that the final steps in the receivable collection process have occurred and that a receivable is uncollectible. At this point, a loss is confirmed and the receivable and related reserve will be charged off. The Company has one portfolio segment represented by acquiring, managing and capitalizing Ground Leases, whereby it utilizes a uniform process for determining its reserve for losses on net investment in sales-type leases and Ground Lease receivables. |
Interest Income from Sales-type Leases | Interest Income from Sales-type Leases —Interest income from sales-type leases is recognized under the effective interest method. The effective interest method produces a constant yield on the net investment in the sales-type lease and Ground Lease receivable over the term of the lease. Rent payments that are not fixed and determinable at lease inception, such as percentage rent and CPI adjustments, are not included in the effective interest method calculation and are recognized in "Interest income from sales-type leases" in the Company's consolidated statements of operations in the period earned. A Ground Lease receivable is placed on non-accrual status if and when it becomes 90-days past due or if the Company considers the Ground Lease receivable impaired. |
Equity Investments In Ground Leases | Equity Investments in Ground Leases —Equity investments in Ground Leases are accounted for pursuant to the equity method of accounting if the Company can significantly influence the operating and financial policies of the investee. The Company has a 54.8% equity interest in a venture (refer to Note 6) and has shared voting power with its partner. The Company determined the entity to be a voting interest entity and its equity interest is accounted for pursuant to the equity method of accounting. The Company's periodic share of earnings and losses in equity method investees are included in "Earnings (losses) from equity method investments" in the Company's consolidated statements of operations. Equity investments are included in "Equity investments in Ground Leases" on the Company's consolidated balance sheets. The Company periodically reviews equity method investments for impairment in value whenever events or changes in circumstances indicate that the carrying amount of such investments may not be recoverable. The Company will record an impairment charge to the extent that the estimated fair value of an investment is less than its carrying value and the Company determines the impairment is other-than-temporary. Impairment charges, if applicable, are recorded in "Earnings (losses) from equity method investments" in the Company's consolidated statements of operations. |
Cash and cash equivalents | Cash and cash equivalents — Cash and cash equivalents include cash held in banks or invested in money market funds, if applicable, with original maturity terms of less than 90 days. |
Restricted cash | Restricted Cash — Restricted cash was $24.1 million and $8.0 million as of December 31, 2019 and 2018, respectively, and primarily includes cash balances required to be maintained under certain of the Company's derivative transactions. |
Operating lease income | Operating lease income — Operating lease income includes rent earned from operating leases of land and buildings owned by the Company to its tenants. Operating lease income is recognized on the straight-line method of accounting, generally from the later of the date the lessee takes possession of the space and it is ready for its intended use or the date of acquisition of the asset subject to existing leases. Accordingly, increases in contractual lease payments are recognized evenly over the term of the lease. The periodic difference between operating lease income recognized under this method and contractual lease payment terms is recorded as deferred operating lease income receivable and is included in ‘‘Deferred operating lease income receivable, net’’ on the Company's consolidated balance sheets. The Company is also entitled to percentage rent, representing a portion of the Company's lessee's gross revenues from the properties, pursuant to some of its leases and records percentage rent as operating lease income when earned. During the years ended December 31, 2019 and 2018 , the Company recorded $4.3 million and $3.6 million , respectively, of percentage rent from operating leases. Operating lease income also includes the amortization of finite lived intangible assets and liabilities, which are amortized over the period during which the assets or liabilities are expected to contribute directly or indirectly to the future cash flows of the business acquired. The Company estimates losses within operating lease income receivable and deferred operating lease income receivable balances as of the balance sheet date and incorporates a reserve based on management's evaluation of the credit risks associated with these receivables. As of December 31, 2019 and 2018 , we did not have an allowance for doubtful accounts related to real estate tenant receivables or deferred operating lease income. |
Other Income | Other income —Other income primarily includes interest income from the Company's cash balances, non-recurring fees in connection with the termination of a purchase contract and other ancillary income. |
Earnings per share | Earnings per share |
Deferred expense and other assets | Deferred expenses and other assets —Deferred expenses and other assets includes operating lease right-of-use assets, purchase deposits, deferred financing fees associated with the 2017 Revolver (refer to Note 8), derivative assets, deferred costs, leasing costs such as brokerage, legal and other costs which are amortized over the life of the respective leases and presented as an operating activity in the Company's consolidated statements of cash flows. Amortization of leasing costs is included in "Depreciation and amortization" in the Company's consolidated statements of operations. |
Deferred financing fees | Deferred financing fees —Deferred financing fees associated with the Company's mortgages are recorded in ‘‘Debt obligations, net’’ on the Company's consolidated balance sheets. The amortization of deferred financing fees is included in ‘‘Interest expense’’ in the Company’s consolidated statements of operations. |
Stock-based compensation | Stock-based compensation —The Company adopted an equity incentive plan (refer to Note 11) to provide equity incentive opportunities to members of the Manager’s management team and employees who perform services for the Company, the Company's independent directors, advisers, consultants and other personnel (the "2017 Equity Incentive Plan"). The 2017 Equity Incentive Plan provides for grants of stock options, shares of restricted common stock, phantom shares, dividend equivalent rights and other equity-based awards, including long-term incentive plan units. The Company accounts for stock-based compensation awards using the fair value method, which requires an estimate of fair value of the award at the time of grant. Grants under the 2017 Equity Incentive Plan are recognized as compensation costs ratably over the applicable vesting period and recorded in "General and administrative" in the Company's consolidated statements of operations. Dividends will accrue as and when dividends are declared by the Company on shares of its common stock, but will not be paid unless and until the restricted stock units vest and are settled. During the third quarter 2018, the Company adopted an equity incentive plan providing for grants of interests (called "CARET Units") in a subsidiary of the Operating Partnership intended to constitute profits interests within the meaning of relevant Internal Revenue Service guidance. The Company's shareholders approved the plan in the second quarter of 2019. Grants under the plan are subject to graduated vesting based on time and hurdles of the Company's common stock price (refer to Note 11). Expense from CARET Units is recorded in "General and administrative" in the Company's consolidated statements of operations and "Noncontrolling interests" on the Company's consolidated balance sheet. |
Income taxes | Income taxes— |
Derivative instruments and hedging activity | Derivative instruments and hedging activity —The Company's use of derivative financial instruments is associated with debt issuances and primarily limited to the utilization of interest rate swaps, interest rate caps or other instruments to manage interest rate risk exposure. The Company does not enter into derivatives for trading purposes. Refer to Note 10 for more information on the Company's derivative activity. |
Variable interest entities | Variable interest entities —The Company evaluates its investments and other contractual arrangements to determine if they constitute variable interests in a VIE. A VIE is an entity where a controlling financial interest is achieved through means other than voting rights. A VIE is consolidated by the primary beneficiary, which is the party that has the power to direct matters that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. This overall consolidation assessment includes a review of, among other factors, which interests create or absorb variability, contractual terms, the key decision making powers, their impact on the VIE's economic performance, and related party relationships. Where qualitative assessment is not conclusive, the Company performs a quantitative analysis. The Company reassesses its evaluation of the primary beneficiary of a VIE on an ongoing basis and assesses its evaluation of an entity as a VIE upon certain reconsideration events. |
Fair values | Fair Values —The Company is required to disclose fair value information with regard to its financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practical to estimate fair value. The Financial Accounting Standards Board ("FASB") guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Company determines the estimated fair values of financial assets and liabilities based on a hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the Company and the Company’s own assumptions about market participant assumptions. The Company determined the carrying values of its cash and cash equivalents; net investment in sales-type leases; Ground Lease receivables; restricted cash; operating lease income receivable; deferred operating lease income receivable, net; deferred expenses and other assets, net; and accounts payable, accrued expenses, and other liabilities approximated their fair values. The Company determined the fair value of its debt obligations, net as of December 31, 2019 and 2018 was approximately $1.4 billion and $537.8 million |
New accounting pronouncements | New Accounting Pronouncements — In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") which was issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments held by a reporting entity. This amendment replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For public entities such as the Company that qualify as smaller reporting companies, ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2022. Early adoption was permitted for interim and annual reporting periods beginning after December 15, 2018. Management is currently evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements. In May 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ("ASU 2019-04") to clarify certain accounting topics from previously issued ASUs, including ASU 2016-13. ASU 2019-04 addresses certain aspects of ASU 2016-13, including but not limited to, accrued interest receivable, loan recoveries, interest rate projections for variable-rate financial instruments and expected prepayments. ASU 2019-04 provides alternatives that allow entities to measure credit losses on accrued interest separate from credit losses on the principal portion of a loan, clarifies that entities should include expected recoveries in the measurement of credit losses, allows entities to consider future interest rates when measuring credit losses and can elect to adjust effective interest rates used to discount expected cash flows for expected loan prepayments. ASU 2019-04 is effective upon the adoption of ASU 2016-13. Management is currently evaluating the impact of ASU 2019-04 on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of the cash and cash equivalents and restricted cash reported in the Company's consolidated balance sheets that total to the same amount as reported in the Company's consolidated statements of cash flows (in thousands): December 31, 2019 December 31, 2018 December 31, 2017 Cash and cash equivalents $ 22,704 $ 16,418 $ 168,214 Restricted cash 24,078 8,007 1,656 Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows $ 46,782 $ 24,425 $ 169,870 |
Real Estate and Real Estate-R_2
Real Estate and Real Estate-Related Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Real Estate [Abstract] | |
Schedule of Real Estate Assets | The Company's real estate assets consist of the following ($ in thousands): As of December 31, 2019 December 31, 2018 Land and land improvements, at cost $ 494,670 $ 477,527 Buildings and improvements, at cost 193,232 192,396 Less: accumulated depreciation (16,286 ) (10,257 ) Total real estate, net $ 671,616 $ 659,666 Real estate-related intangible assets, net 242,837 262,531 Total real estate, net and real estate-related intangible assets, net $ 914,453 $ 922,197 |
Schedule of Real Estate-Related Intangible Assets, Net | Real estate-related intangible assets, net consist of the following items ($ in thousands): As of December 31, 2019 Gross Intangible Accumulated Depreciation Carrying Value Above-market lease assets, net (1) $ 203,288 $ (6,183 ) $ 197,105 In-place lease assets, net (2) 53,626 (8,629 ) 44,997 Other intangible assets, net 750 (15 ) 735 Total $ 257,664 $ (14,827 ) $ 242,837 As of December 31, 2018 Gross Intangible Accumulated Depreciation Carrying Value Above-market lease assets, net (1) $ 193,249 $ (3,040 ) $ 190,209 In-place lease assets, net (2) 52,071 (5,288 ) 46,783 Below-market lease asset, net (3) 26,484 (1,688 ) 24,796 Other intangible assets, net 750 (7 ) 743 Total $ 272,554 $ (10,023 ) $ 262,531 _______________________________________________________________________________ (1) Above-market lease assets are recognized during business combinations and 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 business combinations and 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. (3) Below-market lease asset, net resulted from the acquisition of the initial portfolio from iStar and 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 $0.4 million , subject to adjustment for changes in the CPI, per year through 2044; however, the Company's tenant at the property pays this expense directly under the terms of a master lease. The below-market lease asset is amortized over the term of the lease. Effective with the adoption of ASU 2016-02 on January 1, 2019, below-market lease asset, net was reclassified to "Deferred expenses and other assets, net" on the Company's consolidated balance sheet (refer to Note 3). |
Schedule or Amortization of Real Estate Properties | The amortization of real estate-related intangible assets had the following impact on the Company's consolidated statements of operations for the years ended December 31, 2019 and 2018 ($ in thousands): Income Statement For the Years Ended December 31, Intangible asset Location 2019 2018 Above-market lease assets (decrease to income) Operating lease income $ 3,144 $ 2,142 In-place lease assets (decrease to income) Depreciation and amortization 3,342 3,134 Below-market lease asset (decrease to income) Real estate expense — 989 Other intangible assets (decrease to income) Operating lease income 8 7 |
Schedule of Future Amortization Expense | The estimated expense from the amortization of real estate-related intangible assets for each of the five succeeding fiscal years is as follows ($ in thousands) (1) : Year Amount 2020 $ 6,665 2021 6,665 2022 6,665 2023 6,665 2024 6,665 _______________________________________________________________________________ (1) As of December 31, 2019 , the weighted average amortization period for the Company's real estate-related intangible assets was approximately 80.3 years . |
Real Estate - Related Intangibles, Liabilities | Real estate-related intangible liabilities, net consist of the following items ($ in thousands): As of December 31, 2019 Gross Intangible Accumulated Depreciation Carrying Value Below-market lease liabilities (1) $ 59,015 $ (1,682 ) $ 57,333 As of December 31, 2018 Gross Intangible Accumulated Depreciation Carrying Value Below-market lease liabilities (1) $ 58,660 $ (1,040 ) $ 57,620 _______________________________________________________________________________ (1) Below-market lease liabilities are recognized during business combinations and 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 term of the leases. |
Purchase Price Allocations | The amortization of real estate-related intangible liabilities had the following impact on the Company's consolidated statements of operations for the years ended December 31, 2019 and 2018 ($ in thousands): Income Statement For the Years Ended December 31, Intangible liability Location 2019 2018 Below-market lease liabilities (increase to income) Operating lease income $ 642 $ 621 |
Future Minimum Ground Net Lease Payments | Future minimum lease payments to be collected under non-cancelable operating leases, excluding lease payments that are not fixed and determinable, in effect as of December 31, 2019 , are as follows by year ($ in thousands): Year Inflation- Linked Fixed Bumps with Inflation Adjustments Fixed Bumps Percentage Rent Fixed Bumps with Percentage Rent Total 2020 $ 5,357 $ 17,708 $ 2,117 $ 10,519 $ 356 $ 36,057 2021 5,357 18,037 2,155 10,519 356 36,424 2022 5,357 18,384 2,185 10,519 356 36,801 2023 5,357 18,833 2,213 10,519 281 37,203 2024 5,357 19,193 2,248 10,519 51 37,368 Thereafter 418,055 4,765,352 440,167 18,896 179 5,642,649 |
Net Investment In Sales-type _2
Net Investment In Sales-type Leases and Ground Lease Receivables (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Sales-type Lease, Lease Income | During the year ended December 31, 2019 , the Company recognized interest income from sales-type leases in its consolidated statements of operations as follows ($ in thousands): Net Investment in Sales-type Leases Ground Lease Receivables Total Cash $ 10,086 $ 1,898 $ 11,984 Non-cash 5,541 1,006 6,547 Total interest income from sales-type leases $ 15,627 $ 2,904 $ 18,531 The following table presents a rollforward of the Company's net investment in sales-type leases and Ground Lease receivables for the year ended December 31, 2019 ($ in thousands): Net Investment in Sales-type Leases Ground Lease Receivables Total Beginning balance (1) $ — $ — $ — Origination/acquisition (2) 979,057 396,081 1,375,138 Accretion (amortization) 5,541 1,006 6,547 Ending balance $ 984,598 $ 397,087 $ 1,381,685 _______________________________________________________________________________ (1) The Company elected a provision provided by ASU 2018-11 that allowed entities to not recast the comparative periods presented when transitioning to ASC 842 by allowing entities to change their initial application to the beginning of the period of adoption. As a result, the Company did not have any adjustments to its financial statements as of or prior to December 31, 2018. (2) 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 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. As of December 31, 2019, the Company's weighted average accrual rate for its net investment in sales-type leases and Ground Lease receivables was 5.6% and 5.4% , respectively. As of December 31, 2019 , the weighted average remaining life of the Company's six Ground Lease receivables was 102.5 years. |
Future Minimum Lease Payments Under Sales-type Leases | Future Minimum Lease Payments under Sales-type Leases —Future minimum lease payments to be collected under sales-type leases accounted for under ASC 842, excluding lease payments that are not fixed and determinable, in effect as of December 31, 2019 , are as follows by year ($ in thousands): Fixed Bumps with Inflation Adjustments Fixed Bumps with Percentage Rent Total 2020 $ 33,967 $ 532 $ 34,499 2021 34,663 532 35,195 2022 35,642 537 36,179 2023 36,720 586 37,306 2024 38,759 586 39,345 Thereafter 11,016,998 101,834 11,118,832 Total undiscounted cash flows 11,196,749 104,607 11,301,356 Unguaranteed estimated residual value 979,057 Present value discount (11,295,815 ) Net investment in sales-type leases as of December 31, 2019 $ 984,598 |
Deferred Expenses and Other A_2
Deferred Expenses and Other Assets, Net and Accounts Payable, Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 December 31, 2018 Operating lease right-of-use asset (1) $ 29,659 $ — Interest rate hedge assets 7 2,991 Other assets 1,432 2,416 Deferred finance costs, net (2) 4,668 2,295 Purchase deposits 1,575 1,800 Leasing costs, net 473 481 Deferred expenses and other assets, net $ 37,814 $ 9,983 _______________________________________________________________________________ (1) Operating lease right-of-use asset 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 $0.4 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 (refer to Note 3). For the year ended December 31, 2019 , the Company recognized $0.4 million in "Real estate expense" and $0.4 million 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% . Effective with the adoption of ASU 2016-02 on January 1, 2019, the Company reclassified $24.8 million relating to a below-market lease asset acquired as part of a business combination (refer to Note 4) from "Real estate-related intangible assets, net" to "Deferred expenses and other assets, net" on the Company's consolidated balance sheets. (2) Accumulated amortization of deferred finance costs was $3.4 million and $1.7 million as of December 31, 2019 and 2018 , respectively. |
Schedule of accounts payable, accrued expenses and other liabilities | Accounts payable, accrued expenses and other liabilities consist of the following items ($ in thousands): As of December 31, 2019 December 31, 2018 Interest rate hedge liabilities $ 13,672 $ 10,092 Accrued expenses (1) 2,746 3,596 Dividends declared and payable 7,472 2,741 Operating lease liability 5,852 — Other liabilities (2) 4,975 1,788 Interest payable 5,801 1,663 Management fee payable 2,490 920 Accounts payable, accrued expenses and other liabilities $ 43,008 $ 20,800 _______________________________________________________________________________ (1) As of December 31, 2019 and 2018 , accrued expenses primarily includes accrued legal expenses, accrued audit expenses and deferred finance costs. (2) As of December 31, 2019 and 2018 , other liabilities includes $0.6 million and $0.4 million , respectively, due to the Manager for allocated payroll costs and costs it paid on the Company's behalf. |
Debt Obligations, net (Tables)
Debt Obligations, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | The Company's outstanding debt obligations consist of the following ($ in thousands): As of Interest Rate (1) Scheduled (2) December 31, 2019 December 31, 2018 Secured credit financing: Mortgages $ 1,230,143 $ 377,193 4.06% April 2027 to November 2069 2017 Revolver 166,000 169,500 One-Month LIBOR plus 1.30% November 2024 Total secured credit financing (3) 1,396,143 546,693 Total debt obligations 1,396,143 546,693 Debt premium, discount and deferred financing costs, net (23,221 ) (2,728 ) Total debt obligations, net $ 1,372,922 $ 543,965 _______________________________________________________________________________ (1) Represents the weighted average interest rate of consolidated mortgage debt in effect over the life of the mortgage debt and excludes the effect of debt premium, discount and deferred financing costs. As of December 31, 2019 , the weighted average cash interest rate for the Company's consolidated mortgage debt, based on interest rates in effect at that date, was 3.26% . 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 December 31, 2019 , the Company's combined weighted average interest rate and combined weighted average cash interest rate of the Company's consolidated mortgage debt and the mortgage debt of the Company's unconsolidated venture (applying the Company's percentage interest in the venture - refer to Note 6) were 4.00% and 3.13% , respectively. (2) Represents the extended maturity date for all debt obligations. (3) As of December 31, 2019 , $1.97 billion of real estate, at cost, net investment in sales-type leases and Ground Lease receivables served as collateral for the Company's debt obligations. |
Schedule of Maturities of Long-term Debt | As of December 31, 2019 , future scheduled maturities of outstanding debt obligations, assuming all extensions that can be exercised at the Company's option, are as follows ($ in thousands): Total 2020 $ — 2021 — 2022 — 2023 — 2024 166,000 Thereafter (1) 1,230,143 Total principal maturities 1,396,143 Debt premium, discount and deferred financing costs, net (23,221 ) Total debt obligations, net $ 1,372,922 ______________________________________________________________________________ (1) As of December 31, 2019 , the Company's weighted average maturity for its consolidated mortgage debt was 30.7 years. |
Risk Management and Derivativ_2
Risk Management and Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 and 2018 ($ in thousands): (1) December 31, 2019 December 31, 2018 Balance Sheet Location Derivative Type Fair Value (2) Assets Interest rate swaps $ 7 $ 2,987 Deferred expenses and other assets, net Interest rate cap (3) — 4 Deferred expenses and other assets, net $ 7 $ 2,991 Liabilities Interest rate swaps $ 13,672 $ 10,092 Accounts payable, accrued expenses and other liabilities $ 13,672 $ 10,092 ____________________________________________________________________________ (1) For the years ended December 31, 2019 and 2018 , the Company recorded $32.5 million and $6.7 million , respectively, of unrealized losses in accumulated other comprehensive income (loss). (2) The fair value of the Company's derivatives are based upon widely accepted 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. Over the next 12 months, the Company expects that $1.4 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as an increase to interest expense. (3) This derivative is not designated in a hedging relationship. |
Derivative Instruments, Gain (Loss) | The tables below present the effect of the Company's derivative financial instruments in the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the years ended December 31, 2019 and 2018 ($ in thousands): Derivatives Designated in Hedging Relationships Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings For the Year Ended December 31, 2019 Interest rate swaps Interest expense $ (32,518 ) $ (271 ) For the Year Ended December 31, 2018 Interest rate swaps Interest expense $ (6,745 ) $ 252 Location of Gain or (Loss) Recognized in Income Amount of Gain or (Loss) Recognized in Income Derivatives not Designated in Hedging Relationships For the Year Ended December 31, 2019 Interest rate cap Interest expense $ (4 ) For the Year Ended December 31, 2018 Interest rate cap Interest expense $ (13 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following tables present a reconciliation of net income used in the basic and diluted EPS calculations ($ in thousands, except for per share data): For the Years Ended December 31, 2019 2018 Net income $ 33,728 $ 11,936 Net (income) attributable to noncontrolling interests (6,035 ) (196 ) Net income attributable to Safehold Inc. common shareholders for basic earnings per share $ 27,693 $ 11,740 For the Years Ended December 31, 2019 2018 Earnings allocable to common shares: Numerator for basic and diluted earnings per share: Net income attributable to Safehold Inc. common shareholders - basic and diluted $ 27,693 $ 11,740 For the Years Ended December 31, 2019 2018 Denominator for basic and diluted earnings per share: (1) Weighted average common shares outstanding for basic and diluted earnings per common share 31,008 18,218 Basic and diluted earnings per common share: Net income attributable to Safehold Inc. common shareholders $ 0.89 $ 0.64 _______________________________________________________________________________ (1) During the year ended December 31, 2019, 4,383,562 of Investor Units (refer to Note 11) were anti-dilutive. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | A summary of the terms of the management agreement is below: Manager SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc. Management Fee Annual fee of 1.0% 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 $20.00 per share) Lock-up Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement) Management Fee Waiver No management fee was paid to the Manager during the first year (through June 30, 2018) Incentive Fee None Term (1) Non-terminable through June 30, 2023, except for cause. Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company's independent directors and payment of termination fee. Termination Fee 3x prior year's management fee _______________________________________________________________________________ (1) The management agreement was extended by one year to June 30, 2023 in January 2020. |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | The following table sets forth the selected quarterly financial data for the Company ($ in thousands, except per share amounts). For the Quarters Ended December 31, September 30, June 30, March 31, 2019: Revenue $ 29,586 $ 22,310 $ 19,680 $ 21,820 Net income 11,168 5,481 5,942 11,137 Net income attributable to Safehold Inc. 11,119 5,432 4,523 6,619 Earnings per common share data: (1) Net income attributable to Safehold Inc. Basic $ 11,119 $ 5,432 $ 4,523 $ 6,619 Diluted $ 11,119 $ 5,432 $ 4,523 $ 11,090 Earnings per share Basic $ 0.25 $ 0.15 $ 0.18 $ 0.36 Diluted $ 0.25 $ 0.15 $ 0.18 $ 0.36 Weighted average number of common shares Basic 43,651 36,111 25,640 18,296 Diluted 43,651 36,111 25,640 30,657 For the Quarters Ended December 31, September 30, June 30, March 31, 2018: Revenue $ 14,813 $ 11,644 $ 11,574 $ 11,693 Net income 4,362 2,069 1,762 3,743 Net income attributable to Safehold Inc. 4,308 2,009 1,703 3,720 Earnings per common share data: (1) Net income attributable to Safehold Inc. Basic and diluted $ 4,308 $ 2,009 $ 1,703 $ 3,720 Earnings per share Basic and diluted $ 0.24 $ 0.11 $ 0.09 $ 0.20 Weighted average number of common shares Basic and diluted 18,261 18,230 18,191 18,190 _______________________________________________________________________________ (1) Basic and diluted EPS are computed independently based on the weighted-average shares of common stock and stock equivalents outstanding for each period. Accordingly, the sum of the quarterly EPS amounts may not agree to the total for the year. |
Business and Organization (Deta
Business and Organization (Details) $ / shares in Units, $ in Millions | Jun. 27, 2017USD ($)$ / shares | Apr. 14, 2017investor | Dec. 31, 2019segments |
Business Acquisition [Line Items] | |||
Number of Reportable Segments | segments | 1 | ||
Number of institutional investors | investor | 2 | ||
IPO and Private Placement | |||
Business Acquisition [Line Items] | |||
Proceeds from initial public offering | $ 205 | ||
Proceeds from private placement offering | $ 45 | ||
Investor units, price per unit (in dollars per share) | $ / shares | $ 20 | ||
Minimum | |||
Business Acquisition [Line Items] | |||
Ground leases term | 30 years | ||
Ground lease investment initial targeted value of ground lease of combined value | 30.00% | ||
Ground lease, ratio of property net operating income to ground lease payments due | 2 | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Ground leases term | 99 years | ||
Ground lease investment initial targeted value of ground lease of combined value | 45.00% | ||
Ground lease, ratio of property net operating income to ground lease payments due | 4.5 | ||
Safehold Operating Partnership LP | Limited Partner | |||
Business Acquisition [Line Items] | |||
Ownership interest by shareholders' (percent) | 100.00% | ||
General partner interests ownership interest | 100.00% |
Basis of Presentation and Pri_2
Basis of Presentation and Principles of Consolidation and Combination (Details) $ in Millions | Dec. 31, 2019USD ($) |
Real Estate, Net and Real Estate Related Intangible Assets, Net | |
Variable Interest Entity [Line Items] | |
Consolidated VIE assets | $ 58.5 |
Accounts payable, accrued expenses and other liabilities | |
Variable Interest Entity [Line Items] | |
Consolidated VIE liabilities | $ 29.6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | |||
Ownership percentage | 54.80% | ||
Restricted cash | $ 24,078 | $ 8,007 | $ 1,656 |
Percentage rent from operating leases, amount | 4,300 | 3,600 | |
Income taxes paid | 100 | ||
Fair value of debt | 1,400,000 | 537,800 | |
Below-market lease | |||
Class of Stock [Line Items] | |||
Annual lease fee | $ 400 | $ 400 | |
Minimum | |||
Class of Stock [Line Items] | |||
Ground lease investment initial targeted value of ground lease of combined value | 30.00% | ||
Maximum | |||
Class of Stock [Line Items] | |||
Ground lease investment initial targeted value of ground lease of combined value | 45.00% | ||
Facilities | |||
Class of Stock [Line Items] | |||
Facilities useful life | 40 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Restricted Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 22,704 | $ 16,418 | $ 168,214 |
Restricted cash | 24,078 | 8,007 | 1,656 |
Total cash, cash equivalents and restricted cash reported in the consolidated statement of cash flows | $ 46,782 | $ 24,425 | $ 169,870 |
Real Estate and Real Estate-R_3
Real Estate and Real Estate-Related Intangibles (Real Estate Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Real Estate [Abstract] | ||
Land and land improvements, at cost | $ 494,670 | $ 477,527 |
Buildings and improvements, at cost | 193,232 | 192,396 |
Less: accumulated depreciation | (16,286) | (10,257) |
Real estate, net | 671,616 | 659,666 |
Real estate-related intangible assets, net (refer to Note 4) | 242,837 | 262,531 |
Total real estate, net and real estate-related intangible assets, net | $ 914,453 | $ 922,197 |
Real Estate and Real Estate-R_4
Real Estate and Real Estate-Related Intangibles (Intangibles) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Intangible | $ 257,664 | $ 272,554 |
Accumulated Depreciation | (14,827) | (10,023) |
Carrying Value | 242,837 | 262,531 |
Below-market lease liabilities - Gross Intangible | 59,015 | 58,660 |
Below-market lease liabilities - Accumulated Amortization | (1,682) | (1,040) |
Below-market lease liabilities - Carrying Value | 57,333 | 57,620 |
Above-market lease assets, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Intangible | 203,288 | 193,249 |
Accumulated Depreciation | (6,183) | (3,040) |
Carrying Value | 197,105 | 190,209 |
Above-market lease assets, net | Operating Lease Income | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 3,144 | 2,142 |
In-place lease assets, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Intangible | 53,626 | 52,071 |
Accumulated Depreciation | (8,629) | (5,288) |
Carrying Value | 44,997 | 46,783 |
In-place lease assets, net | Depreciation and amortization | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 3,342 | 3,134 |
Below-market lease | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Intangible | 26,484 | |
Accumulated Depreciation | (1,688) | |
Carrying Value | 24,796 | |
Annual payments to third-party owner of the property | 400 | 400 |
Below-market lease | Operating Lease Income | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 642 | 621 |
Below-market lease | Real estate expense | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | 0 | 989 |
Other intangible assets, net | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Intangible | 750 | 750 |
Accumulated Depreciation | (15) | (7) |
Carrying Value | 735 | 743 |
Other intangible assets, net | Operating Lease Income | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 8 | $ 7 |
Real Estate and Real Estate-R_5
Real Estate and Real Estate-Related Intangibles (Intangible Asset Future Amortization Expense) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Real Estate [Abstract] | |
2020 | $ 6,665 |
2021 | 6,665 |
2022 | 6,665 |
2023 | 6,665 |
2024 | $ 6,665 |
Useful life | 80 years 3 months 18 days |
Real Estate and Real Estate-R_6
Real Estate and Real Estate-Related Intangibles (Future Minimum Ground Net Lease Payments) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Future Minimum Ground Net Lease Payments to be Collected | |
2020 | $ 36,057 |
2021 | 36,424 |
2022 | 36,801 |
2023 | 37,203 |
2024 | 37,368 |
Thereafter | 5,642,649 |
Inflation- Linked | |
Future Minimum Ground Net Lease Payments to be Collected | |
2020 | 5,357 |
2021 | 5,357 |
2022 | 5,357 |
2023 | 5,357 |
2024 | 5,357 |
Thereafter | 418,055 |
Fixed Bumps with Inflation Adjustments | |
Future Minimum Ground Net Lease Payments to be Collected | |
2020 | 17,708 |
2021 | 18,037 |
2022 | 18,384 |
2023 | 18,833 |
2024 | 19,193 |
Thereafter | 4,765,352 |
Fixed Bumps | |
Future Minimum Ground Net Lease Payments to be Collected | |
2020 | 2,117 |
2021 | 2,155 |
2022 | 2,185 |
2023 | 2,213 |
2024 | 2,248 |
Thereafter | 440,167 |
Percentage Rent | |
Future Minimum Ground Net Lease Payments to be Collected | |
2020 | 10,519 |
2021 | 10,519 |
2022 | 10,519 |
2023 | 10,519 |
2024 | 10,519 |
Thereafter | 18,896 |
Fixed Bumps with Percentage Rent | |
Future Minimum Ground Net Lease Payments to be Collected | |
2020 | 356 |
2021 | 356 |
2022 | 356 |
2023 | 281 |
2024 | 51 |
Thereafter | $ 179 |
Net Investment In Sales-type _3
Net Investment In Sales-type Leases and Ground Lease Receivables (Schedule of Net Investment in Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)lease | |
Net Investment in Sales-type Leases | |
Net Investment in Sales-type Leases, Beginning Balance | $ 0 |
Net Investment in Sales-type Leases, Origination/acquisition | 979,057 |
Net Investment in Sales-type Leases, Accretion (amortization) | 5,541 |
Net Investment in Sales-type Leases, Ending Balance | 984,598 |
Ground Lease Receivables | |
Ground Lease Receivables, Beginning balance | 0 |
Ground Lease Receivables, Origination/acquisition | 396,081 |
Ground Lease Receivables, Accretion (amortization) | 1,006 |
Ground Lease Receivables, Ending balance | 397,087 |
Total | |
Beginning balance | 0 |
Origination/acquisition | 1,375,138 |
Non-cash Accretion (Amortization) of Interest Income on Leases and Leases Receivable During Period | 6,547 |
Ending balance | $ 1,381,685 |
Weighted average accrual rate for net investment in sales-type leases | 5.60% |
Weighted average accrual rate for net investment in ground lease receivables | 5.40% |
Ground lease receivables | lease | 6 |
Ground leases term | 102 years 6 months |
Net Investment In Sales-type _4
Net Investment In Sales-type Leases and Ground Lease Receivables (Fiscal Year Maturity) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | ||
2020 | $ 34,499 | |
2021 | 35,195 | |
2022 | 36,179 | |
2023 | 37,306 | |
2024 | 39,345 | |
Thereafter | 11,118,832 | |
Total undiscounted cash flows | 11,301,356 | |
Unguaranteed estimated residual value | 979,057 | |
Present value discount | (11,295,815) | |
Net investment in sales-type leases as of December 31, 2019 | 984,598 | $ 0 |
Fixed Bumps with Inflation Adjustments | ||
Lessee, Lease, Description [Line Items] | ||
2020 | 33,967 | |
2021 | 34,663 | |
2022 | 35,642 | |
2023 | 36,720 | |
2024 | 38,759 | |
Thereafter | 11,016,998 | |
Total undiscounted cash flows | 11,196,749 | |
Fixed Bumps with Percentage Rent | ||
Lessee, Lease, Description [Line Items] | ||
2020 | 532 | |
2021 | 532 | |
2022 | 537 | |
2023 | 586 | |
2024 | 586 | |
Thereafter | 101,834 | |
Total undiscounted cash flows | $ 104,607 |
Net Investment In Sales-type _5
Net Investment In Sales-type Leases and Ground Lease Receivables (Interest Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | $ 18,531 | $ 0 |
Cash | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | 11,984 | |
Non-cash | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | 6,547 | |
Net Investment in Sales-type Leases | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | 15,627 | |
Net Investment in Sales-type Leases | Cash | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | 10,086 | |
Net Investment in Sales-type Leases | Non-cash | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | 5,541 | |
Ground Lease Receivables | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | 2,904 | |
Ground Lease Receivables | Cash | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | 1,898 | |
Ground Lease Receivables | Non-cash | ||
Lessor, Lease, Description [Line Items] | ||
Interest income from sales-type leases | $ 1,006 |
Equity Investments in Ground _2
Equity Investments in Ground Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2019 | |
Investment [Line Items] | |||
Ownership percentage | 54.80% | ||
(Earnings) losses from equity method investments | $ 403 | $ 0 | |
Equity investments in Ground Leases | 127,524 | $ 0 | |
Joint Venture | |||
Investment [Line Items] | |||
Ownership percentage | 54.80% | ||
(Earnings) losses from equity method investments | 400 | ||
Equity investments in Ground Leases | $ 127,500 |
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 | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Operating lease, right-of-use asset | $ 29,659 | $ 0 |
Gross Asset | 7 | 2,991 |
Other assets | 1,432 | 2,416 |
Deferred finance costs, net | 4,668 | 2,295 |
Purchase deposits | 1,575 | 1,800 |
Leasing costs, net | 473 | 481 |
Deferred expenses and other assets, net | $ 37,814 | 9,983 |
Related Party Transaction [Line Items] | ||
Discount rate | 5.50% | |
Debt issuance costs, current | $ 3,400 | 1,700 |
Below-market lease | ||
Related Party Transaction [Line Items] | ||
Annual lease fee | 400 | $ 400 |
Real estate expense | ||
Related Party Transaction [Line Items] | ||
Operating lease expense | 400 | |
Other Income | ||
Related Party Transaction [Line Items] | ||
Operating lease expense | 400 | |
Accounting Standards Update 2016-02 | ||
Related Party Transaction [Line Items] | ||
Below market lease acquired | $ 24,800 |
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interest rate hedge liabilities | $ 13,672 | $ 10,092 |
Accrued expenses | 2,746 | 3,596 |
Dividends declared and payable | 7,472 | 2,741 |
Operating lease liability | 5,852 | 0 |
Other liabilities | 4,975 | 1,788 |
Interest payable | 5,801 | 1,663 |
Management fee payable | 2,490 | 920 |
Accounts payable, accrued expenses and other liabilities | 43,008 | 20,800 |
Payable to the Manager for costs it paid on the Company's behalf | $ 600 | $ 400 |
Debt Obligations, net (Schedule
Debt Obligations, net (Schedule of Debt) (Details) - USD ($) $ in Thousands | May 09, 2019 | Jun. 28, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Total principal maturities | $ 1,396,143 | $ 546,693 | ||
Debt premium, net | (2,728) | |||
Total debt obligations, net | $ 1,372,922 | 543,965 | ||
Stated interest rates | 3.26% | |||
Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Total principal maturities | $ 1,396,143 | 546,693 | ||
Debt premium, net | (23,221) | |||
Total debt obligations, net | 1,372,922 | |||
Mortgages | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Total principal maturities | $ 1,230,143 | 377,193 | ||
Weighted average interest rate | 4.06% | |||
2017 Revolver | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Total principal maturities | $ 166,000 | $ 169,500 | ||
2017 Revolver | Secured Debt | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Basis point spread on variable interest rate (as a percent) | 1.30% | |||
Consolidated Mortgage Debt | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rate | 4.00% | |||
Stated interest rates | 3.13% | |||
Common Stock | Director Compensation | ||||
Debt Instrument [Line Items] | ||||
Stock issued during period, shares, issued for services | 40,000,000 | 40,000 | ||
Real Estate | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Real estate collateral amount | $ 1,970,000 |
Debt Obligations, net (Narrativ
Debt Obligations, net (Narrative) (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2019USD ($)loan | Jun. 30, 2017USD ($)extension | Jun. 30, 2017USD ($)extension | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Line of Credit Facility [Line Items] | |||||
Number of Mortgages Refinanced | loan | 2 | ||||
Loss on early extinguishment of debt | $ 2,000,000 | $ 2,011,000 | $ 0 | ||
Consolidated tangible net worth | $ 632,800,000 | ||||
2017 Revolver | |||||
Line of Credit Facility [Line Items] | |||||
Maximum leverage ratio | 70.00% | ||||
Maximum leverage ratio for 180 day period | 75.00% | ||||
Debt instrument covenant multiple of minimum fixed charges on outstanding borrowings | 1.40 | ||||
Tangible net worth, percent of future issuances of net equity | 75.00% | ||||
Maximum secured leverage ratio | 70.00% | ||||
Maximum secured leverage ratio for 180 day period | 75.00% | ||||
Covenant description secured recourse debt ratio maximum | 5.00% | ||||
Future annualized distribution rate of adjusted funds from operations | 110.00% | ||||
2017 Revolver | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 300,000,000 | $ 300,000,000 | $ 525,000,000 | ||
Accordion feature, increase limit | $ 1,000,000,000 | $ 1,000,000,000 | |||
Number of extension options available | extension | 2 | 2 | |||
Debt extension term | 12 months | ||||
Maximum leverage rate | 67.00% | ||||
Remaining borrowing capacity | $ 359,000,000 | ||||
Additional unsecured borrowing capacity | $ 118,200,000 | ||||
2017 Revolver | Line of Credit | LIBOR | |||||
Line of Credit Facility [Line Items] | |||||
Basis point spread on variable interest rate (as a percent) | 1.30% | ||||
Minimum | 2017 Revolver | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.15% | ||||
Maximum | 2017 Revolver | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Unused capacity, commitment fee percentage | 0.25% |
Debt Obligations, net (Schedu_2
Debt Obligations, net (Schedule of Debt Maturities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Total principal maturities | $ 1,396,143 | $ 546,693 |
Debt premium, discount and deferred financing costs, net | (2,728) | |
Total debt obligations, net | $ 1,372,922 | 543,965 |
Long-term debt, weighted average maturity | 30 years 8 months 12 days | |
Secured Debt | ||
Debt Instrument [Line Items] | ||
2020 | $ 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 166,000 | |
Thereafter | 1,230,143 | |
Total principal maturities | 1,396,143 | $ 546,693 |
Debt premium, discount and deferred financing costs, net | (23,221) | |
Total debt obligations, net | $ 1,372,922 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 1 Months Ended | ||||
Jun. 30, 2019 | Jan. 31, 2019 | Aug. 31, 2018 | Oct. 31, 2017 | Dec. 31, 2019 | |
Multi-Family Property, Washington DC | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payments to acquire productive assets | $ 30 | ||||
Multi-Family Property, Washington DC | Land | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payments to acquire productive assets | 12.5 | ||||
Multi-Family Property, Washington DC | Leasehold Improvements | |||||
Long-term Purchase Commitment [Line Items] | |||||
Payments to acquire productive assets | $ 17.5 | ||||
Commitment II | |||||
Long-term Purchase Commitment [Line Items] | |||||
Unfunded commitment | $ 13 | ||||
Real estate, leasehold improvement allowance | $ 10.5 | $ 10.5 | |||
Commitment III [Member] | |||||
Long-term Purchase Commitment [Line Items] | |||||
Unfunded commitment | $ 8.1 | ||||
Real estate, leasehold improvement allowance | 21.4 | ||||
Real estate, leasehold improvement allowance, funded amount | $ 2.1 | ||||
Commitment I | iStar Inc. | |||||
Long-term Purchase Commitment [Line Items] | |||||
Unfunded commitment | $ 34 | ||||
Notes payable, related parties | $ 80.5 |
Risk Management and Derivativ_3
Risk Management and Derivatives (Narrative) (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019USD ($)hotel | Dec. 31, 2018USD ($) | |
Concentration Risk [Line Items] | ||
Unrealized losses on derivatives | $ (6,745) | |
Revenue | Customer Concentration Risk | Tenant 1 | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 17.30% | |
Revenue | Customer Concentration Risk | Tenant 2 | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.90% | |
Assets | Product Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 8.60% | |
Number of hotels leased | hotel | 5 | |
Restricted Cash | ||
Concentration Risk [Line Items] | ||
Restricted cash | $ 20,100 | $ 8,000 |
Not Designated as Hedging Instrument | Interest rate swap | Maximum | ||
Concentration Risk [Line Items] | ||
Maximum period of derivative | 30 months |
Risk Management and Derivativ_4
Risk Management and Derivatives (Derivative Instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Asset | $ 7 | $ 2,991 |
Unrealized losses on derivatives | (6,745) | |
Cash flow hedge gain (loss) to be reclassified within twelve months | 1,400 | |
Reclassification out of Accumulated Other Comprehensive Income | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Unrealized losses on derivatives | 32,500 | 6,700 |
Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Liability | 13,672 | 10,092 |
Designated as Hedging Instrument | Interest rate swap | Deferred expenses and other assets, net | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Asset | 7 | 2,987 |
Designated as Hedging Instrument | Interest rate swap | Accounts payable, accrued expenses and other liabilities | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Liability | 13,672 | 10,092 |
Not Designated as Hedging Instrument | Interest rate cap | Deferred expenses and other assets, net | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Gross Asset | $ 0 | $ 4 |
Risk Management and Derivativ_5
Risk Management and Derivatives (Derivative Instrument Gain (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income | $ 271 | |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | 32,518 | |
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 | (32,518) | $ (6,745) |
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | (271) | 252 |
Not Designated as Hedging Instrument | Interest Expense | Interest rate cap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income | $ (4) | $ (13) |
Equity (Narrative) (Details)
Equity (Narrative) (Details) $ / shares in Units, $ in Thousands | Nov. 22, 2019USD ($)shares | Aug. 12, 2019USD ($)shares | May 09, 2019USD ($)$ / sharesshares | Jan. 02, 2019USD ($)$ / sharesshares | Jun. 28, 2018USD ($)$ / sharesshares | Jun. 27, 2017USD ($)$ / sharesshares | Apr. 14, 2017USD ($)investorshares | Sep. 30, 2018$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||||||
Number of institutional investors | investor | 2 | ||||||||||
Investor Unit conversion | $ 919 | ||||||||||
Amortization period | 4 years | ||||||||||
Percentage of taxable income including capital gains to be distributed to qualify as REIT | 100.00% | ||||||||||
Minimum percentage of taxable income excluding capital gains to be distributed to qualify as REIT | 90.00% | ||||||||||
Cash dividends declared | $ 21,353 | $ 10,939 | |||||||||
Dividends declared, per share (usd per share) | $ / shares | $ 0.618 | $ 0.60 | |||||||||
Distribution payable to noncontrolling interest | $ 1,900 | $ 1,900 | |||||||||
Distribution payable to noncontrolling interest, per investor unit | $ / shares | $ 0.15 | $ 0.15 | |||||||||
Dividends, ordinary income amount (in dollars per share) | $ / shares | 0.0699 | 0.1153 | |||||||||
Dividends, return of capital for tax reporting (in dollars per share) | $ / shares | $ 0.5421 | $ 0.4847 | |||||||||
IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from private placement offering | $ 45,000 | ||||||||||
Investor units, price per unit (in dollars per share) | $ / shares | $ 20 | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Investor Unit conversion | $ 1 | ||||||||||
Common Stock | Initial Capitalization | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of institutional investors | investor | 2 | ||||||||||
Stock issued (in shares) | shares | 2,875,000 | ||||||||||
Investor Unit conversion | $ 57,500 | ||||||||||
Common Stock | IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued (in shares) | shares | 10,250,000 | ||||||||||
Proceeds from stock transaction | $ 205,000 | ||||||||||
Common Stock | Director Compensation | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during period, shares, issued for services | shares | 40,000,000 | 40,000 | |||||||||
Stock issued during period, value, issued for services | $ 1,100 | $ 800 | |||||||||
Common Stock | Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from stock transaction | $ 96,600 | ||||||||||
Number of shares issued in transaction | shares | 3,450,000 | ||||||||||
Common Stock | Private Placement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from stock transaction | $ 130,000 | $ 168,000 | |||||||||
Number of shares issued in transaction | shares | 3,823,529 | 6,000,000 | |||||||||
Payment of financing and stock issuance costs | $ 5,000 | $ 4,400 | |||||||||
Common Stock | iStar Inc. | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from stock transaction | $ 117,300 | ||||||||||
Number of shares issued in transaction | shares | 3,450,000 | ||||||||||
Common stock purchase plan, shares, purchased in period | shares | 3,400,000 | ||||||||||
Common stock purchase plan, amount purchased in period | $ 73,400 | ||||||||||
Common Stock purchase plan, average share price (in dollars per share) | $ / shares | $ 21.61 | ||||||||||
Number of shares purchased (in shares) | shares | 133,524 | ||||||||||
Common stock, amount purchased | $ 2,200 | ||||||||||
Purchase of stock, average price per share (in dollars per share) | $ / shares | $ 16.39 | ||||||||||
Percentage of ownership before transaction | 65.20% | 65.20% | |||||||||
Common Stock | iStar Inc. | Initial Capitalization | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued (in shares) | shares | 2,775,000 | ||||||||||
Investor Unit conversion | $ 55,500 | ||||||||||
Common Stock | iStar Inc. | IPO | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued (in shares) | shares | 2,250,000 | ||||||||||
Proceeds from private placement offering | $ 45,000 | ||||||||||
Retained Earnings / Accumulated (Deficit) | |||||||||||
Class of Stock [Line Items] | |||||||||||
Cash dividends declared | $ 21,353 | 10,939 | |||||||||
Dividends declared, per share (usd per share) | $ / shares | $ 0.618 | ||||||||||
SAFE | iStar Inc. | Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock voting rights, investor units voting power threshold | 41.90% | 41.90% | |||||||||
Performance Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Ownership percentage after transaction | 85.00% | ||||||||||
Capital appreciation aggregate distribution, percent | 15.00% | ||||||||||
Awards with aggregate intrinsic value | $ 1,500 | $ 1,500 | |||||||||
Performance Shares | Equity Plan | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 27.19 | $ 19.13 | |||||||||
Performance Shares | Equity Plan | Maximum | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 35 | ||||||||||
Capital appreciation aggregate distribution, percent | 25.00% | 25.00% | |||||||||
Awards subject to forfeiture based on continuing service conditions, percent | 75.00% | 75.00% | |||||||||
Performance Shares | Equity Plan | Minimum | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 25 | ||||||||||
Stock Price Hurdle One | Performance Shares | Equity Plan | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
Stock Price Hurdle Two | Performance Shares | Equity Plan | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | 27.50 | 27.50 | |||||||||
Stock Price Hurdle Three | Performance Shares | Equity Plan | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | 30 | 30 | |||||||||
Stock Price Hurdle Four | Performance Shares | Equity Plan | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | 32.5 | 32.5 | |||||||||
Stock Price Hurdle Five | Performance Shares | Equity Plan | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 35 | 35 | |||||||||
Manager | Performance Shares | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate compensation cost | $ 1,400 | ||||||||||
General and Administrative Expense | 2017 Equity Incentive Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-based payment arrangement, expense | 1,200 | 800 | |||||||||
General and Administrative Expense | Restricted Stock Units (RSUs) | 2017 Equity Incentive Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Investor Unit conversion | $ 500 | ||||||||||
Share price (in dollars per share) | $ / shares | $ 19.15 | $ 19.15 | |||||||||
Cost not yet recognized, amount | $ 300 | $ 300 | |||||||||
Capital shares reserved for future issuance (in shares) | shares | 762,500 | 762,500 | |||||||||
Stock issued during period, shares, issued for services | shares | 25,000 | ||||||||||
General and Administrative Expense | Manager | Performance Shares | Equity Plan | Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate compensation cost | $ 400 | $ 100 | |||||||||
iStar Inc. | |||||||||||
Class of Stock [Line Items] | |||||||||||
Investor unit conversion | $ 250,000 | ||||||||||
Investor units, price per unit (in dollars per share) | $ / shares | $ 20 | ||||||||||
Number of shares issued in transaction | shares | 12,500,000 |
Earnings Per Share (Schedule of
Earnings Per Share (Schedule of Earnings Per Share) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||||||
Net income | $ 11,168 | $ 5,481 | $ 5,942 | $ 11,137 | $ 4,362 | $ 2,069 | $ 1,762 | $ 3,743 | $ 33,728 | $ 11,936 |
Net income attributable to noncontrolling interests | (6,035) | (196) | ||||||||
Net income attributable to Safehold Inc. common shareholders for basic earnings per share | $ 27,693 | $ 11,740 |
Earnings Per Share (Earnings Al
Earnings Per Share (Earnings Allocable to Common Shares) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator for basic and diluted earnings per share: | ||||||||||
Net income attributable to Safehold Inc. common shareholders | $ 11,119 | $ 5,432 | $ 4,523 | $ 6,619 | $ 4,308 | $ 2,009 | $ 1,703 | $ 3,720 | $ 27,693 | $ 11,740 |
Denominator for basic and diluted earnings per share:(1) | ||||||||||
Weighted average common shares outstanding for basic and diluted earnings per common share | 18,261,000 | 18,230,000 | 18,191,000 | 18,190,000 | 31,008,000 | 18,218,000 | ||||
Basic and diluted earnings per common share: | ||||||||||
Net income attributable to Safehold Inc. common shareholders | $ 0.24 | $ 0.11 | $ 0.09 | $ 0.20 | $ 0.89 | $ 0.64 | ||||
Investor Units that are anti-dilutive | 4,383,562 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) $ / shares in Units, ft² in Thousands | Aug. 31, 2017USD ($)ft²parking_space | Aug. 31, 2019ft² | Feb. 28, 2019ft² | Jan. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Oct. 31, 2019 | Sep. 30, 2019USD ($)employee | May 31, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||||||
Assets | $ 2,566,561,000 | $ 2,566,561,000 | $ 979,743,000 | |||||||
Management fee paid with common stock, period of restriction from selling stock | 2 years | |||||||||
Management fee expense | $ 0 | |||||||||
Management fee, transaction share price (in dollars per share) | $ / shares | $ 20 | $ 20 | ||||||||
Management fee, percent, threshold | 1.00% | |||||||||
Management fee, percent, threshold two | 1.25% | |||||||||
Management fee, percent, threshold three | 1.375% | |||||||||
Management fee, percent, threshold four | 1.50% | |||||||||
Extension Term Master Lease Agreement | 1 year | |||||||||
Termination fee, percent of prior years management fee | 300.00% | |||||||||
Termination fee, minimum equity raised threshold | $ 820,000,000 | $ 820,000,000 | ||||||||
Long-term debt, gross | 1,396,143,000 | 1,396,143,000 | 546,693,000 | |||||||
General and Administrative Expense | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ 7,500,000 | 3,600,000 | ||||||||
iStar Inc. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of years as active real estate investor (over) | 20 years | |||||||||
Real estate investments, aggregate transactions, value | 40,000,000,000 | $ 40,000,000,000 | ||||||||
Assets | $ 5,600,000,000 | |||||||||
Entity number of employees | employee | 157 | |||||||||
iStar Inc. | General and Administrative Expense | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | 2,100,000 | 1,500,000 | ||||||||
Minimum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management fee, shareholders' equity, incremental threshold amount two | 1,500,000,000 | 1,500,000,000 | ||||||||
Management fee, shareholders' equity, incremental threshold amount three | 3,000,000,000 | 3,000,000,000 | ||||||||
Management fee, shareholders' equity, incremental threshold amount four | 5,000,000,000 | $ 5,000,000,000 | ||||||||
Ground leases term | 30 years | |||||||||
Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Management fee, Shareholders' equity threshold amount | 1,500,000,000 | $ 1,500,000,000 | ||||||||
Management fee, shareholders' equity, incremental threshold amount two | 3,000,000,000 | 3,000,000,000 | ||||||||
Management fee, shareholders' equity, incremental threshold amount three | 5,000,000,000 | $ 5,000,000,000 | ||||||||
Ground leases term | 99 years | |||||||||
Class-A Office Building, Austin, Texas | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ground Leases, Building, Number of Square Feet | ft² | 310 | |||||||||
Term of contract, initial lease term | 99 years | |||||||||
3333 LifeHope in Alpharetta, Georgia | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ground leases, number of parking spaces to be constructed | parking_space | 185 | |||||||||
Ground leases term | 99 years | |||||||||
Ground lease, future construction funding, percent authorized | 30.00% | |||||||||
Ground leases, additional construction, number of square feet | ft² | 160 | |||||||||
570 Washington Boulevard, Jersey City, NJ | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ground Leases, Building, Number of Square Feet | ft² | 420 | |||||||||
Term of contract, initial lease term | 98 years | |||||||||
Commitment II | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of contract, initial lease term | 99 years | |||||||||
Real estate, leasehold improvement allowance | $ 10,500,000 | 10,500,000 | $ 10,500,000 | |||||||
Ground lease, additional construction, funding commitment, term | 21 months | |||||||||
Secured Debt | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term debt, gross | 1,396,143,000 | $ 1,396,143,000 | $ 546,693,000 | |||||||
Secured Debt | iStar Inc. | 3333 LifeHope Ground Lease Construction Loan | 3333 LifeHope in Alpharetta, Georgia | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term debt, gross | $ 24,000,000 | $ 19,900,000 | ||||||||
iStar Inc. | iStar Inc. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.00% | |||||||||
Ground Lease Receivables | Sarasota Florida | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ground lease, additional construction, funding commitment | $ 22,000,000 | |||||||||
iStar Inc. | Commitment II | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Ground lease, additional construction, funding commitment | $ 13,300,000 |
Schedule III - Real Estate an_2
Schedule III - Real Estate and Accumulated Depreciation (Schedule of Real Estate Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 559,393 | ||
Initial Cost to Company, Land | 494,670 | ||
Initial Cost to Company, Building and Improvements | 193,232 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 494,670 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 193,232 | ||
Gross Amount Carried at Close of Period, Total | 687,902 | $ 669,923 | $ 413,145 |
Accumulated Depreciation | 16,286 | $ 10,257 | $ 4,253 |
Aggregate cost for federal income tax purposes | $ 963,100 | ||
Minimum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 7 years | ||
Maximum | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Depreciable Life (Years) | 12 years | ||
Detroit, MI | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 31,961 | ||
Initial Cost to Company, Land | 29,086 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 29,086 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 29,086 | ||
Accumulated Depreciation | 0 | ||
Dallas, TX | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 3,736 | ||
Initial Cost to Company, Land | 1,954 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 1,954 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 1,954 | ||
Accumulated Depreciation | 0 | ||
Dallas, Texas | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 4,151 | ||
Initial Cost to Company, Land | 2,751 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 2,751 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 2,751 | ||
Accumulated Depreciation | 0 | ||
Atlanta, GA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 7,577 | ||
Initial Cost to Company, Land | 4,097 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 4,097 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 4,097 | ||
Accumulated Depreciation | 0 | ||
DISTRICT OF COLUMBIA 2 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 23,100 | ||
Initial Cost to Company, Land | 27,354 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 27,354 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 27,354 | ||
Accumulated Depreciation | 0 | ||
Milwaukee, WI | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 3,633 | ||
Initial Cost to Company, Land | 4,638 | ||
Initial Cost to Company, Building and Improvements | 51,323 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 4,638 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 51,323 | ||
Gross Amount Carried at Close of Period, Total | 55,961 | ||
Accumulated Depreciation | $ 3,500 | ||
Depreciable Life (Years) | 40 years | ||
Washington, DC | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 5,190 | ||
Initial Cost to Company, Land | 1,484 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 1,484 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 1,484 | ||
Accumulated Depreciation | 0 | ||
Minneapolis, MN | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 1,452 | ||
Initial Cost to Company, Land | 716 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 716 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 716 | ||
Accumulated Depreciation | 0 | ||
Durango, CO | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 16,604 | ||
Initial Cost to Company, Land | 1,415 | ||
Initial Cost to Company, Building and Improvements | 17,080 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 1,415 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 17,080 | ||
Gross Amount Carried at Close of Period, Total | 18,495 | ||
Accumulated Depreciation | $ 1,480 | ||
Depreciable Life (Years) | 35 years | ||
Rohnert Park, CA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 19,300 | ||
Initial Cost to Company, Land | 5,869 | ||
Initial Cost to Company, Building and Improvements | 13,752 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 5,869 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 13,752 | ||
Gross Amount Carried at Close of Period, Total | 19,621 | ||
Accumulated Depreciation | $ 1,480 | ||
Depreciable Life (Years) | 32 years | ||
Salt Lake City, UT | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 55,312 | ||
Initial Cost to Company, Land | 8,573 | ||
Initial Cost to Company, Building and Improvements | 40,583 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 8,573 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 40,583 | ||
Gross Amount Carried at Close of Period, Total | 49,156 | ||
Accumulated Depreciation | $ 3,240 | ||
Depreciable Life (Years) | 34 years | ||
San Diego, CA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 38,084 | ||
Initial Cost to Company, Land | 5,077 | ||
Initial Cost to Company, Building and Improvements | 24,096 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 5,077 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 24,096 | ||
Gross Amount Carried at Close of Period, Total | 29,173 | ||
Accumulated Depreciation | $ 2,032 | ||
Depreciable Life (Years) | 33 years | ||
DISTRICT OF COLUMBIA 3 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 10,000 | ||
Initial Cost to Company, Land | 15,217 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 15,217 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 15,217 | ||
Accumulated Depreciation | 0 | ||
Seattle, WA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 40,000 | ||
Initial Cost to Company, Land | 7,813 | ||
Initial Cost to Company, Building and Improvements | 45,562 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 7,813 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 45,562 | ||
Gross Amount Carried at Close of Period, Total | 53,375 | ||
Accumulated Depreciation | $ 4,530 | ||
Depreciable Life (Years) | 30 years | ||
Los Angeles, CA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 57,936 | ||
Initial Cost to Company, Land | 68,140 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 68,140 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 68,140 | ||
Accumulated Depreciation | 0 | ||
Los Angeles, CA 2 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 62,764 | ||
Initial Cost to Company, Land | 72,836 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 72,836 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 72,836 | ||
Accumulated Depreciation | 0 | ||
Atlanta, GA 2 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 6,300 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 6,300 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 6,300 | ||
Accumulated Depreciation | 0 | ||
Orlando, FL | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 7,800 | ||
Initial Cost to Company, Land | 6,626 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 6,626 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 6,626 | ||
Accumulated Depreciation | 0 | ||
Atlanta, GA 3 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 18,000 | ||
Initial Cost to Company, Land | 11,449 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 11,449 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 11,449 | ||
Accumulated Depreciation | 0 | ||
Raleigh-Durham, NC | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 11,940 | ||
Initial Cost to Company, Land | 4,502 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 4,502 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 4,502 | ||
Accumulated Depreciation | 0 | ||
Atlanta, GA 4 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 9,882 | ||
Initial Cost to Company, Land | 8,478 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 8,478 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 8,478 | ||
Accumulated Depreciation | 0 | ||
San Diego, CA 2 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 8,168 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 8,168 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 8,168 | ||
Accumulated Depreciation | 0 | ||
Phoenix, AZ | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 5,996 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 5,996 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 5,996 | ||
Accumulated Depreciation | 0 | ||
DISTRICT OF COLUMBIA 4 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 21,478 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 21,478 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 21,478 | ||
Accumulated Depreciation | 0 | ||
Miami, FL | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 6,000 | ||
Initial Cost to Company, Land | 3,735 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 3,735 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 3,735 | ||
Accumulated Depreciation | 0 | ||
Miami, FL 2 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 2,471 | ||
Initial Cost to Company, Land | 9,170 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 9,170 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 9,170 | ||
Accumulated Depreciation | 0 | ||
DISTRICT OF COLUMBIA 5 | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 95,000 | ||
Initial Cost to Company, Land | 121,100 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 121,100 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 121,100 | ||
Accumulated Depreciation | 0 | ||
Nashville, TN | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 17,500 | ||
Initial Cost to Company, Land | 13,505 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 13,505 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 13,505 | ||
Accumulated Depreciation | 0 | ||
Portland, OR | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 0 | ||
Initial Cost to Company, Land | 3,641 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 3,641 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 3,641 | ||
Accumulated Depreciation | 0 | ||
San Antonio, TX | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | 10,000 | ||
Initial Cost to Company, Land | 2,103 | ||
Initial Cost to Company, Building and Improvements | 836 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 2,103 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 836 | ||
Gross Amount Carried at Close of Period, Total | 2,939 | ||
Accumulated Depreciation | $ 24 | ||
Depreciable Life (Years) | 40 years | ||
Riverside, CA | |||
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items] | |||
Encumbrances | $ 0 | ||
Initial Cost to Company, Land | 11,399 | ||
Initial Cost to Company, Building and Improvements | 0 | ||
Cost Capitalized Subsequent to Acquisition | 0 | ||
Gross Amount Carried at Close of Period, Land | 11,399 | ||
Gross Amount Carried at Close of Period, Building and Improvements | 0 | ||
Gross Amount Carried at Close of Period, Total | 11,399 | ||
Accumulated Depreciation | $ 0 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Total revenues | $ 29,586 | $ 22,310 | $ 19,680 | $ 21,820 | $ 14,813 | $ 11,644 | $ 11,574 | $ 11,693 | $ 93,396 | $ 49,724 |
Net income | 11,168 | 5,481 | 5,942 | 11,137 | 4,362 | 2,069 | 1,762 | 3,743 | 33,728 | 11,936 |
Net income attributable to Safehold Inc. common shareholders | 11,119 | 5,432 | 4,523 | 6,619 | $ 4,308 | $ 2,009 | $ 1,703 | $ 3,720 | $ 27,693 | $ 11,740 |
Net Income (Loss) Attributable to Parent, Diluted | $ 11,119 | $ 5,432 | $ 4,523 | $ 11,090 | ||||||
Earnings Per Share, Basic | $ 0.25 | $ 0.15 | $ 0.18 | $ 0.36 | ||||||
Earnings Per Share, Diluted | $ 0.25 | $ 0.15 | $ 0.18 | $ 0.36 | ||||||
Weighted Average Number of Shares Outstanding, Basic | 43,651 | 36,111 | 25,640 | 18,296 | ||||||
Weighted Average Number of Shares Outstanding, Diluted | 43,651 | 36,111 | 25,640 | 30,657 | ||||||
Earnings per common share data: | ||||||||||
Net income (loss) Basic and diluted (in dollars per share) | $ 0.24 | $ 0.11 | $ 0.09 | $ 0.20 | $ 0.89 | $ 0.64 | ||||
Weighted average number of common shares: Basic and diluted (in shares) | 18,261 | 18,230 | 18,191 | 18,190 | 31,008 | 18,218 |
Schedule III - Real Estate an_3
Schedule III - Real Estate and Accumulated Depreciation (Real Estate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate [Roll Forward] | ||
Beginning balance | $ 669,923 | $ 413,145 |
Acquisitions | 17,979 | 256,778 |
Ending balance | $ 687,902 | $ 669,923 |
Schedule III - Real Estate an_4
Schedule III - Real Estate and Accumulated Depreciation (Accumulated Depreciation Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate, Accumulated Depreciation [Roll Forward] | ||
Beginning balance | $ 10,257 | $ 4,253 |
Additions | (6,029) | (6,004) |
Ending balance | $ 16,286 | $ 10,257 |
Uncategorized Items - safe-1231
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (41,000) |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 41,000 |