|
(Mark One)
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2019
|
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Maryland
(State or other jurisdiction of
incorporation or organization)
|
|
95-6881527
(I.R.S. Employer
Identification Number)
|
1114 Avenue of the Americas, 39
th
Floor
|
|
|
New York, NY
(Address of principal executive offices)
|
|
10036
(Zip code)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated
filer
o
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Operating lease income
|
$
|
58,915
|
|
|
$
|
45,799
|
|
Interest income
|
20,375
|
|
|
26,697
|
|
||
Other income
|
14,813
|
|
|
15,320
|
|
||
Land development revenue
|
12,699
|
|
|
276,429
|
|
||
Total revenues
|
106,802
|
|
|
364,245
|
|
||
Costs and expenses:
|
|
|
|
||||
Interest expense
|
46,577
|
|
|
45,182
|
|
||
Real estate expense
|
25,940
|
|
|
36,180
|
|
||
Land development cost of sales
|
14,449
|
|
|
223,407
|
|
||
Depreciation and amortization
|
15,668
|
|
|
11,110
|
|
||
General and administrative
|
21,099
|
|
|
28,814
|
|
||
Recovery of loan losses
|
(97
|
)
|
|
(855
|
)
|
||
Impairment of assets
|
3,851
|
|
|
4,100
|
|
||
Other expense
|
508
|
|
|
1,166
|
|
||
Total costs and expenses
|
127,995
|
|
|
349,104
|
|
||
Income from sales of real estate
|
9,407
|
|
|
17,048
|
|
||
Income (loss) from operations before earnings from equity method investments and other items
|
(11,786
|
)
|
|
32,189
|
|
||
Loss on early extinguishment of debt, net
|
(468
|
)
|
|
(372
|
)
|
||
Earnings from equity method investments
|
5,309
|
|
|
3,332
|
|
||
Net income (loss) before income taxes
|
(6,945
|
)
|
|
35,149
|
|
||
Income tax expense
|
(25
|
)
|
|
(121
|
)
|
||
Net income (loss)
|
(6,970
|
)
|
|
35,028
|
|
||
Net (income) attributable to noncontrolling interests
|
(2,471
|
)
|
|
(95
|
)
|
||
Net income (loss) attributable to iStar Inc.
|
(9,441
|
)
|
|
34,933
|
|
||
Preferred dividends
|
(8,124
|
)
|
|
(8,124
|
)
|
||
Net income (loss) allocable to common shareholders
|
$
|
(17,565
|
)
|
|
$
|
26,809
|
|
Per common share data:
|
|
|
|
||||
Net income (loss) allocable to common shareholders:
|
|
|
|
||||
Basic
|
$
|
(0.26
|
)
|
|
$
|
0.39
|
|
Diluted
|
$
|
(0.26
|
)
|
|
$
|
0.35
|
|
Weighted average number of common shares:
|
|
|
|
||||
Basic
|
67,747
|
|
|
67,913
|
|
||
Diluted
|
67,747
|
|
|
83,670
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
(6,970
|
)
|
|
$
|
35,028
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Impact from adoption of new accounting standards
|
—
|
|
|
276
|
|
||
Reclassification of losses on cash flow hedges into earnings upon realization
(1)
|
7
|
|
|
9
|
|
||
Unrealized gains (losses) on available-for-sale securities
|
1,000
|
|
|
(971
|
)
|
||
Unrealized gains (losses) on cash flow hedges
|
(15,012
|
)
|
|
2,351
|
|
||
Unrealized losses on cumulative translation adjustment
|
—
|
|
|
(108
|
)
|
||
Other comprehensive income (loss)
|
(14,005
|
)
|
|
1,557
|
|
||
Comprehensive income (loss)
|
(20,975
|
)
|
|
36,585
|
|
||
Comprehensive (income) attributable to noncontrolling interests
|
(790
|
)
|
|
(95
|
)
|
||
Comprehensive income (loss) attributable to iStar Inc.
|
$
|
(21,765
|
)
|
|
$
|
36,490
|
|
(1)
|
Amount reclassified to "Interest expense" in the Company's consolidated statements of operations is
$151
for the three months ended March 31, 2019. Amounts reclassified to "Earnings (losses) from equity method investments" in the Company's consolidated statements of operations are
$(144)
and
$9
for the three months ended
March 31, 2019
and 2018, respectively.
|
|
|
iStar Inc. Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Preferred
Stock
(1)
|
|
Preferred Stock Series J
(1)
|
|
Common
Stock at
Par
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balance as of December 31, 2018
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
68
|
|
|
$
|
3,352,225
|
|
|
$
|
(2,472,061
|
)
|
|
$
|
(17,270
|
)
|
|
$
|
201,137
|
|
|
$
|
1,064,115
|
|
Dividends declared—preferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,124
|
)
|
|
—
|
|
|
—
|
|
|
(8,124
|
)
|
||||||||
Dividends declared—common ($.09 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,210
|
)
|
|
—
|
|
|
—
|
|
|
(6,210
|
)
|
||||||||
Issuance of stock/restricted stock unit amortization, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
3,089
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,441
|
)
|
|
—
|
|
|
2,471
|
|
|
(6,970
|
)
|
||||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,324
|
)
|
|
(1,681
|
)
|
|
(14,005
|
)
|
||||||||
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(19,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,169
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,255
|
)
|
|
(3,255
|
)
|
||||||||
Balance as of March 31, 2019
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
66
|
|
|
$
|
3,335,719
|
|
|
$
|
(2,495,836
|
)
|
|
$
|
(29,594
|
)
|
|
$
|
199,100
|
|
|
$
|
1,009,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2017
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
68
|
|
|
$
|
3,352,665
|
|
|
$
|
(2,470,564
|
)
|
|
$
|
(2,482
|
)
|
|
$
|
34,546
|
|
|
$
|
914,249
|
|
Dividends declared—preferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,124
|
)
|
|
—
|
|
|
—
|
|
|
(8,124
|
)
|
||||||||
Issuance of stock/restricted stock unit amortization, net
|
|
—
|
|
|
—
|
|
|
1
|
|
|
5,888
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,889
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,933
|
|
|
—
|
|
|
95
|
|
|
35,028
|
|
||||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
|
—
|
|
|
1,281
|
|
||||||||
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(8,303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,304
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||||||
Impact from adoption of new accounting standards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,593
|
|
|
276
|
|
|
—
|
|
|
75,869
|
|
||||||||
Balance as of March 31, 2018
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
68
|
|
|
$
|
3,350,250
|
|
|
$
|
(2,368,162
|
)
|
|
$
|
(925
|
)
|
|
$
|
34,650
|
|
|
$
|
1,015,897
|
|
(1)
|
Refer to
Note 13
for details on the Company's Preferred Stock.
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(6,970
|
)
|
|
$
|
35,028
|
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
||||
Recovery of loan losses
|
(97
|
)
|
|
(855
|
)
|
||
Impairment of assets
|
3,851
|
|
|
4,100
|
|
||
Depreciation and amortization
|
15,668
|
|
|
11,110
|
|
||
Stock-based compensation expense
|
4,249
|
|
|
9,091
|
|
||
Amortization of discounts/premiums and deferred financing costs on debt obligations, net
|
3,616
|
|
|
3,943
|
|
||
Amortization of discounts/premiums and deferred interest on loans, net
|
(9,853
|
)
|
|
(9,067
|
)
|
||
Deferred interest on loans received
|
5,850
|
|
|
17,930
|
|
||
Earnings from equity method investments
|
(5,309
|
)
|
|
(3,332
|
)
|
||
Distributions from operations of other investments
|
1,389
|
|
|
3,101
|
|
||
Deferred operating lease income
|
(4,222
|
)
|
|
(2,239
|
)
|
||
Income from sales of real estate
|
(9,407
|
)
|
|
(17,048
|
)
|
||
Land development revenue in excess of cost of sales
|
1,750
|
|
|
(53,022
|
)
|
||
Loss on early extinguishment of debt, net
|
468
|
|
|
372
|
|
||
Other operating activities, net
|
(181
|
)
|
|
865
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Changes in accrued interest and operating lease income receivable
|
(954
|
)
|
|
617
|
|
||
Changes in deferred expenses and other assets, net
|
(1,512
|
)
|
|
(2,016
|
)
|
||
Changes in accounts payable, accrued expenses and other liabilities
|
(44,869
|
)
|
|
(45,144
|
)
|
||
Cash flows used in operating activities
|
(46,533
|
)
|
|
(46,566
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Originations and fundings of loans receivable, net
|
(58,318
|
)
|
|
(103,288
|
)
|
||
Capital expenditures on real estate assets
|
(5,184
|
)
|
|
(7,840
|
)
|
||
Capital expenditures on land and development assets
|
(37,762
|
)
|
|
(30,954
|
)
|
||
Acquisitions of real estate assets
|
(109,663
|
)
|
|
—
|
|
||
Repayments of and principal collections on loans receivable and other lending investments, net
|
157,915
|
|
|
114,525
|
|
||
Net proceeds from sales of real estate
|
58,529
|
|
|
48,469
|
|
||
Net proceeds from sales of land and development assets
|
11,455
|
|
|
130,304
|
|
||
Distributions from other investments
|
46,778
|
|
|
17,813
|
|
||
Contributions to and acquisition of interest in other investments
|
(260,297
|
)
|
|
(43,391
|
)
|
||
Other investing activities, net
|
(16,685
|
)
|
|
491
|
|
||
Cash flows provided by (used in) investing activities
|
(213,232
|
)
|
|
126,129
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings from debt obligations
|
63,500
|
|
|
—
|
|
||
Repayments and repurchases of debt obligations
|
(379,797
|
)
|
|
(349,658
|
)
|
||
Preferred dividends paid
|
(8,124
|
)
|
|
(8,124
|
)
|
||
Common dividends paid
|
(6,127
|
)
|
|
—
|
|
||
Repurchase of stock
|
(15,328
|
)
|
|
(8,304
|
)
|
||
Payments for deferred financing costs
|
—
|
|
|
(252
|
)
|
||
Payments for withholding taxes upon vesting of stock-based compensation
|
(1,842
|
)
|
|
(3,845
|
)
|
||
Distributions to noncontrolling interests
|
(3,255
|
)
|
|
—
|
|
||
Other financing activities, net
|
—
|
|
|
9
|
|
||
Cash flows used in financing activities
|
(350,973
|
)
|
|
(370,174
|
)
|
||
Effect of exchange rate changes on cash
|
8
|
|
|
22
|
|
||
Changes in cash, cash equivalents and restricted cash
|
(610,730
|
)
|
|
(290,589
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
974,544
|
|
|
677,733
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
363,814
|
|
|
$
|
387,144
|
|
Supplemental disclosure of non-cash investing and financing activity:
|
|
|
|
||||
Fundings and repayments of loan receivables and loan participations, net
|
$
|
2,502
|
|
|
$
|
(17,117
|
)
|
Accrued repurchase of stock
|
3,841
|
|
|
—
|
|
||
Contributions of land and development assets to equity method investments, net
|
4,073
|
|
|
—
|
|
||
Accounts payable for capital expenditures on real estate assets
|
—
|
|
|
338
|
|
||
Developer fee payable
|
—
|
|
|
28,831
|
|
||
Acquisitions of land and development assets through foreclosure
|
—
|
|
|
4,600
|
|
||
Financing provided on sales of land and development assets, net
|
—
|
|
|
142,639
|
|
|
As of
|
||||||
|
March 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Real estate
|
|
|
|
||||
Real estate, at cost
|
$
|
848,059
|
|
|
$
|
848,052
|
|
Less: accumulated depreciation
|
(19,736
|
)
|
|
(15,365
|
)
|
||
Real estate, net
|
828,323
|
|
|
832,687
|
|
||
Land and development, net
|
305,800
|
|
|
279,031
|
|
||
Other investments
|
68
|
|
|
72
|
|
||
Cash and cash equivalents
|
15,963
|
|
|
25,219
|
|
||
Accrued interest and operating lease income receivable, net
|
1,781
|
|
|
1,302
|
|
||
Deferred operating lease income receivable, net
|
10,639
|
|
|
8,972
|
|
||
Deferred expenses and other assets, net
|
142,177
|
|
|
167,324
|
|
||
Total assets
|
$
|
1,304,751
|
|
|
$
|
1,314,607
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
103,523
|
|
|
$
|
106,907
|
|
Debt obligations, net
|
483,508
|
|
|
485,000
|
|
||
Total liabilities
|
587,031
|
|
|
591,907
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Cash and cash equivalents
|
|
$
|
315,407
|
|
|
$
|
931,751
|
|
|
$
|
366,723
|
|
|
$
|
657,688
|
|
Restricted cash included in deferred expenses and other assets, net
(1)
|
|
48,407
|
|
|
42,793
|
|
|
20,421
|
|
|
20,045
|
|
||||
Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows
|
|
$
|
363,814
|
|
|
$
|
974,544
|
|
|
$
|
387,144
|
|
|
$
|
677,733
|
|
(1)
|
Restricted cash represents amounts required to be maintained under certain of the Company's debt obligations, loans, leasing, land development, sale and derivative transactions.
|
|
Net Lease
|
|
Operating
Properties
|
|
Total
|
||||||
As of March 31, 2019
|
|
|
|
|
|
||||||
Land, at cost
|
$
|
302,199
|
|
|
$
|
105,771
|
|
|
$
|
407,970
|
|
Buildings and improvements, at cost
|
1,389,332
|
|
|
76,340
|
|
|
1,465,672
|
|
|||
Less: accumulated depreciation
|
(241,686
|
)
|
|
(10,952
|
)
|
|
(252,638
|
)
|
|||
Real estate, net
|
1,449,845
|
|
|
171,159
|
|
|
1,621,004
|
|
|||
Real estate available and held for sale
(1)
|
219,184
|
|
|
34,152
|
|
|
253,336
|
|
|||
Total real estate
|
$
|
1,669,029
|
|
|
$
|
205,311
|
|
|
$
|
1,874,340
|
|
As of December 31, 2018
|
|
|
|
|
|
||||||
Land, at cost
|
$
|
336,740
|
|
|
$
|
133,599
|
|
|
$
|
470,339
|
|
Buildings and improvements, at cost
|
1,487,270
|
|
|
118,724
|
|
|
1,605,994
|
|
|||
Less: accumulated depreciation
|
(287,516
|
)
|
|
(17,798
|
)
|
|
(305,314
|
)
|
|||
Real estate, net
|
1,536,494
|
|
|
234,525
|
|
|
1,771,019
|
|
|||
Real estate available and held for sale
(1)
|
1,055
|
|
|
21,496
|
|
|
22,551
|
|
|||
Total real estate
|
$
|
1,537,549
|
|
|
$
|
256,021
|
|
|
$
|
1,793,570
|
|
(1)
|
As of
March 31, 2019
and
December 31, 2018
, the Company had
$16.1 million
and
$20.6 million
, respectively, of residential condominiums available for sale in its operating properties portfolio.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating Properties
|
|
|
|
|
||||
Proceeds
|
|
$
|
58.5
|
|
|
$
|
41.9
|
|
Income from sales of real estate
|
|
9.4
|
|
|
16.6
|
|
||
|
|
|
|
|
||||
Net Lease
|
|
|
|
|
||||
Proceeds
|
|
$
|
—
|
|
|
$
|
2.3
|
|
Income from sales of real estate
|
|
—
|
|
|
0.4
|
|
||
|
|
|
|
|
||||
Total
|
|
|
|
|
||||
Proceeds
|
|
$
|
58.5
|
|
|
$
|
44.2
|
|
Income from sales of real estate
|
|
9.4
|
|
|
17.0
|
|
|
As of
|
||||||
|
March 31,
|
|
December 31,
|
||||
|
2019
|
|
2018
|
||||
Land and land development, at cost
|
$
|
625,228
|
|
|
$
|
606,849
|
|
Less: accumulated depreciation
|
(8,878
|
)
|
|
(8,631
|
)
|
||
Total land and development, net
|
$
|
616,350
|
|
|
$
|
598,218
|
|
|
As of
|
||||||
Type of Investment
|
March 31,
2019 |
|
December 31,
2018 |
||||
Senior mortgages
|
$
|
690,860
|
|
|
$
|
760,749
|
|
Corporate/Partnership loans
|
143,426
|
|
|
148,583
|
|
||
Subordinate mortgages
|
10,338
|
|
|
10,161
|
|
||
Total gross carrying value of loans
|
844,624
|
|
|
919,493
|
|
||
Reserves for loan losses
|
(53,298
|
)
|
|
(53,395
|
)
|
||
Total loans receivable, net
|
791,326
|
|
|
866,098
|
|
||
Other lending investments—securities
|
103,520
|
|
|
122,126
|
|
||
Total loans receivable and other lending investments, net
|
$
|
894,846
|
|
|
$
|
988,224
|
|
|
|
For the Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Reserve for loan losses at beginning of period
|
|
$
|
53,395
|
|
|
$
|
78,489
|
|
Recovery of loan losses
|
|
(97
|
)
|
|
(855
|
)
|
||
Charge-offs
|
|
—
|
|
|
(8,168
|
)
|
||
Reserve for loan losses at end of period
|
|
$
|
53,298
|
|
|
$
|
69,466
|
|
|
Individually
Evaluated for
Impairment
(1)
|
|
Collectively
Evaluated for
Impairment
(2)
|
|
Total
|
||||||
As of March 31, 2019
|
|
|
|
|
|
||||||
Loans
|
$
|
66,500
|
|
|
$
|
783,334
|
|
|
$
|
849,834
|
|
Less: Reserve for loan losses
|
(40,888
|
)
|
|
(12,410
|
)
|
|
(53,298
|
)
|
|||
Total
(3)
|
$
|
25,612
|
|
|
$
|
770,924
|
|
|
$
|
796,536
|
|
As of December 31, 2018
|
|
|
|
|
|
||||||
Loans
|
$
|
66,725
|
|
|
$
|
857,662
|
|
|
$
|
924,387
|
|
Less: Reserve for loan losses
|
(40,395
|
)
|
|
(13,000
|
)
|
|
(53,395
|
)
|
|||
Total
(3)
|
$
|
26,330
|
|
|
$
|
844,662
|
|
|
$
|
870,992
|
|
(1)
|
The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs totaling net discounts of
$0.5 million
and
$0.5 million
as of
March 31, 2019
and
December 31, 2018
, respectively. The Company's loans individually evaluated for impairment primarily represent loans on non-accrual status; therefore, the unamortized amounts associated with these loans are not currently being amortized into income.
|
(2)
|
The carrying value of these loans include unamortized discounts, premiums, deferred fees and costs totaling net discounts of
$2.5 million
and
$3.1 million
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(3)
|
The Company's recorded investment in loans as of
March 31, 2019
and
December 31, 2018
, including accrued interest of
$5.2 million
and
$4.9 million
, respectively, is included in "Accrued interest and operating lease income receivable, net" on the Company's consolidated balance sheets. As of
March 31, 2019
and
December 31, 2018
, the total amounts exclude
$103.5 million
and
$122.1 million
, respectively, of securities that are evaluated for impairment under ASC 320.
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||
|
Performing
Loans
|
|
Weighted
Average
Risk Ratings
|
|
Performing
Loans
|
|
Weighted
Average
Risk Ratings
|
||||||
Senior mortgages
|
$
|
628,408
|
|
|
2.81
|
|
|
$
|
697,807
|
|
|
2.76
|
|
Corporate/Partnership loans
|
144,556
|
|
|
2.89
|
|
|
149,663
|
|
|
2.84
|
|
||
Subordinate mortgages
|
10,370
|
|
|
3.00
|
|
|
10,192
|
|
|
3.00
|
|
||
Total
|
$
|
783,334
|
|
|
2.83
|
|
|
$
|
857,662
|
|
|
2.77
|
|
|
Current
|
|
Less Than
and Equal
to 90 Days
|
|
Greater
Than
90 Days
(1)
|
|
Total
Past Due
|
|
Total
|
||||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior mortgages
|
$
|
634,408
|
|
|
$
|
—
|
|
|
$
|
60,500
|
|
|
$
|
60,500
|
|
|
$
|
694,908
|
|
Corporate/Partnership loans
|
144,556
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,556
|
|
|||||
Subordinate mortgages
|
10,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,370
|
|
|||||
Total
|
$
|
789,334
|
|
|
$
|
—
|
|
|
$
|
60,500
|
|
|
$
|
60,500
|
|
|
$
|
849,834
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior mortgages
|
$
|
703,807
|
|
|
$
|
—
|
|
|
$
|
60,725
|
|
|
$
|
60,725
|
|
|
$
|
764,532
|
|
Corporate/Partnership loans
|
149,663
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149,663
|
|
|||||
Subordinate mortgages
|
10,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,192
|
|
|||||
Total
|
$
|
863,662
|
|
|
$
|
—
|
|
|
$
|
60,725
|
|
|
$
|
60,725
|
|
|
$
|
924,387
|
|
(1)
|
As of
March 31, 2019
, the Company had
two
loans which were greater than
90 days
delinquent and were in various stages of resolution, including legal and foreclosure-related proceedings and environmental matters, and ranged from
4.0
to
10.0 years
outstanding. As of December 31, 2018, the Company had
two
loans which were greater than
90 days
delinquent and were in various stages of resolution, including legal and foreclosure-related proceedings and environmental matters, and ranged from
4.0
to
9.0 years
outstanding.
|
|
As of March 31, 2019
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior mortgages
|
$
|
66,500
|
|
|
$
|
66,461
|
|
|
$
|
(40,888
|
)
|
|
$
|
66,725
|
|
|
$
|
66,777
|
|
|
$
|
(40,395
|
)
|
Total
|
$
|
66,500
|
|
|
$
|
66,461
|
|
|
$
|
(40,888
|
)
|
|
$
|
66,725
|
|
|
$
|
66,777
|
|
|
$
|
(40,395
|
)
|
(1)
|
All of the Company's non-accrual loans are considered impaired and included in the table above.
|
|
For the Three Months Ended March 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Subordinate mortgages
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
Subtotal
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
||||
With an allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Senior mortgages
|
66,612
|
|
|
—
|
|
|
74,390
|
|
|
—
|
|
||||
Corporate/Partnership loans
|
—
|
|
|
—
|
|
|
156,605
|
|
|
—
|
|
||||
Subtotal
|
66,612
|
|
|
—
|
|
|
230,995
|
|
|
—
|
|
||||
Total:
|
|
|
|
|
|
|
|
||||||||
Senior mortgages
|
66,612
|
|
|
—
|
|
|
74,390
|
|
|
—
|
|
||||
Corporate/Partnership loans
|
—
|
|
|
—
|
|
|
156,605
|
|
|
—
|
|
||||
Subordinate mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
||||
Total
|
$
|
66,612
|
|
|
$
|
—
|
|
|
$
|
230,995
|
|
|
$
|
92
|
|
|
Face
Value
|
|
Amortized Cost Basis
|
|
Net Unrealized Gain
|
|
Estimated Fair Value
|
|
Net Carrying Value
|
||||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Municipal debt securities
|
$
|
21,140
|
|
|
$
|
21,140
|
|
|
$
|
1,475
|
|
|
$
|
22,615
|
|
|
$
|
22,615
|
|
Held-to-Maturity Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities
|
100,000
|
|
|
80,905
|
|
|
—
|
|
|
80,905
|
|
|
80,905
|
|
|||||
Total
|
$
|
121,140
|
|
|
$
|
102,045
|
|
|
$
|
1,475
|
|
|
$
|
103,520
|
|
|
$
|
103,520
|
|
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Municipal debt securities
|
$
|
21,185
|
|
|
$
|
21,185
|
|
|
$
|
476
|
|
|
$
|
21,661
|
|
|
$
|
21,661
|
|
Held-to-Maturity Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities
|
120,866
|
|
|
100,465
|
|
|
7
|
|
|
100,472
|
|
|
100,465
|
|
|||||
Total
|
$
|
142,051
|
|
|
$
|
121,650
|
|
|
$
|
483
|
|
|
$
|
122,133
|
|
|
$
|
122,126
|
|
|
Held-to-Maturity Securities
|
|
Available-for-Sale Securities
|
||||||||||||
|
Amortized Cost Basis
|
|
Estimated Fair Value
|
|
Amortized Cost Basis
|
|
Estimated Fair Value
|
||||||||
Maturities
|
|
|
|
|
|
|
|
||||||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year through 5 years
|
80,905
|
|
|
80,905
|
|
|
—
|
|
|
—
|
|
||||
After 5 years through 10 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
After 10 years
|
—
|
|
|
—
|
|
|
21,140
|
|
|
22,615
|
|
||||
Total
|
$
|
80,905
|
|
|
$
|
80,905
|
|
|
$
|
21,140
|
|
|
$
|
22,615
|
|
|
|
|
Equity in Earnings (Losses)
|
||||||||||||
|
Carrying Value as of
|
|
For the Three Months Ended March 31,
|
||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
2019
|
|
2018
|
||||||||
Real estate equity investments
|
|
|
|
|
|
|
|
||||||||
Safehold Inc. ("SAFE")
|
$
|
402,052
|
|
|
$
|
149,589
|
|
|
$
|
7,316
|
|
|
$
|
1,472
|
|
iStar Net Lease II LLC ("Net Lease Venture II")
|
5,630
|
|
|
16,215
|
|
|
(86
|
)
|
|
—
|
|
||||
iStar Net Lease I LLC ("Net Lease Venture")
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
2,084
|
|
||||
Other real estate equity investments
|
107,090
|
|
|
130,955
|
|
|
(2,123
|
)
|
|
270
|
|
||||
Subtotal
|
514,772
|
|
|
296,759
|
|
|
5,107
|
|
|
3,826
|
|
||||
Other strategic investments
|
7,227
|
|
|
7,516
|
|
|
202
|
|
|
(494
|
)
|
||||
Total
|
$
|
521,999
|
|
|
$
|
304,275
|
|
|
$
|
5,309
|
|
|
$
|
3,332
|
|
(1)
|
The Company consolidated the assets and liabilities of the Net Lease Venture on June 30, 2018 (refer to Net Lease Venture below).
|
•
|
the right to receive equivalent distributions per unit to those paid on one share of SAFE common stock;
|
•
|
no voting rights;
|
•
|
non-transferable prior to June 30, 2019;
|
•
|
no automatic conversion or exchange rights; and
|
•
|
limited protective consent rights.
|
•
|
limits the Company's discretionary voting power to
41.9%
of the outstanding voting power of SAFE's common stock until its aggregate ownership of SAFE common stock is less than
41.9%
;
|
•
|
requires the Company to cast all of its voting power in favor of three director nominees to SAFE's board who are independent of each of the Company and SAFE for three years;
|
•
|
subjects the Company to certain standstill provisions for two years;
|
•
|
restricts the Company's ability to transfer shares of SAFE common stock issued in exchange for Investor Units, or "Exchange Shares," for one year after their issuance;
|
•
|
prohibits the Company from transferring shares of SAFE common stock representing more than
20%
of the outstanding SAFE common stock in one transaction or a series of related transactions to any person or group, other than pursuant to a widely distributed public offering, unless SAFE's other stockholders have participation rights in the transaction; and
|
•
|
provides the Company certain preemptive rights.
|
•
|
The Company received no management fee through June 30, 2018, which covered the first year of the management agreement;
|
•
|
The Company receives a fee equal to
1.0%
of total SAFE equity (as defined in the management agreement) up to
$1.5 billion
;
1.25%
of total SAFE equity (for incremental equity of
$1.5 billion
-
$3.0 billion
);
1.375%
of total SAFE equity (for incremental equity of
$3.0 billion
-
$5.0 billion
); and
1.5%
of total SAFE equity (for incremental equity over
$5.0 billion
);
|
•
|
Fee to be paid in cash or in shares of SAFE common stock, at the discretion of SAFE's independent directors;
|
•
|
The stock is locked up for two years, subject to certain restrictions;
|
•
|
There is no additional performance or incentive fee;
|
•
|
From January 1, 2019 through June 30, 2022, the management agreement is non-terminable by SAFE except for cause; and
|
•
|
Automatic annual renewals thereafter, subject to non-renewal upon certain findings by SAFE's independent directors and payment of termination fee equal to
three
times the prior year's management fee, subject to SAFE having raised
$820 million
of total equity since inception.
|
|
Revenues
|
|
Expenses
|
|
Net Income Attributable to Parent Entities
|
||||||
For the Three Months Ended March 31, 2019
|
|
|
|
|
|
||||||
SAFE
|
$
|
21,820
|
|
|
$
|
(10,683
|
)
|
|
$
|
6,619
|
|
|
|
|
|
|
|
||||||
For the Three Months Ended March 31, 2018
|
|
|
|
|
|
||||||
SAFE
|
$
|
11,693
|
|
|
$
|
(7,950
|
)
|
|
$
|
3,720
|
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Intangible assets, net
(1)
|
$
|
170,701
|
|
|
$
|
156,281
|
|
Restricted cash
|
48,407
|
|
|
42,793
|
|
||
Finance lease right-of-use assets
(2)
|
68,005
|
|
|
—
|
|
||
Operating lease right-of-use assets
(2)
|
30,294
|
|
|
—
|
|
||
Other assets
(3)
|
22,120
|
|
|
32,333
|
|
||
Other receivables
(4)
|
19,635
|
|
|
46,887
|
|
||
Leasing costs, net
(5)
|
4,621
|
|
|
6,224
|
|
||
Corporate furniture, fixtures and equipment, net
(6)
|
3,549
|
|
|
3,850
|
|
||
Deferred financing fees, net
|
704
|
|
|
900
|
|
||
Deferred expenses and other assets, net
|
$
|
368,036
|
|
|
$
|
289,268
|
|
(1)
|
Intangible assets, net includes above market and in-place lease assets and lease incentives related to the acquisition of real estate assets. Accumulated amortization on intangible assets, net was
$29.6 million
and
$27.0 million
as of
March 31, 2019
and
December 31, 2018
, respectively. The amortization of above market leases and lease incentive assets decreased operating lease income in the Company's consolidated statements of operations by
$0.6 million
and
$0.4 million
for the
three months
ended
March 31, 2019
and 2018, respectively. These intangible lease assets are amortized over the remaining term of the lease. The amortization expense for in-place leases was
$2.2 million
and
$0.4 million
for the
three months
ended
March 31, 2019
and 2018, respectively. These amounts are included in "Depreciation and amortization" in the Company's consolidated statements of operations.
|
(2)
|
Right-of-use lease assets relate primarily to the Company's leases of office space and certain of its ground leases. Right-of use lease assets initially equal the lease liability. The lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the rate implicit in the lease or the Company's incremental secured borrowing rate for similar collateral. For operating leases, lease liabilities were discounted at the Company's weighted average incremental secured borrowing rate for similar collateral estimated to be
5.6%
and the weighted average lease term is
9.7
years. For finance leases, lease liabilities were discounted at a weighted average rate implicit in the lease of
5.7%
and the weighted average lease term is
98
years. Right-of-use assets for finance leases are amortized on a straight-line basis over the term of the lease and are recorded in "Depreciation and amortization" in the Company's consolidated statements of operations. During the three months ended March 31, 2019, the Company recognized
$0.4 million
in "Interest expense" and
$0.1 million
in "Depreciation and amortization" in its consolidated statement of operations relating to finance leases. Right-of-use assets for operating leases are amortized on a straight-line basis over the term of the lease and are recorded in "General and administrative" and "Real estate expense" in the Company's consolidated statements of operations (refer to Note 3). During the three months ended March 31, 2019, the Company recognized
$0.9 million
in "General and administrative" and
$1.1 million
in "Real estate expense" in its consolidated statement of operations relating to operating leases.
|
(3)
|
Other assets primarily includes derivative assets, prepaid expenses and deposits for certain real estate assets.
|
(4)
|
As of
December 31, 2018
, includes
$26.0 million
of reimbursements receivable related to the construction and development of an operating property that was received during the three months ended March 31, 2019.
|
(5)
|
Accumulated amortization of leasing costs was
$3.0 million
and
$4.4 million
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
(6)
|
Accumulated depreciation on corporate furniture, fixtures and equipment was
$12.2 million
and
$11.9 million
as of
March 31, 2019
and
December 31, 2018
, respectively.
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Other liabilities
(1)
|
$
|
90,682
|
|
|
143,325
|
|
|
Accrued expenses
|
71,305
|
|
|
95,149
|
|
||
Finance lease liabilities
|
68,184
|
|
|
—
|
|
||
Intangible liabilities, net
(2)
|
48,925
|
|
|
35,108
|
|
||
Operating lease liabilities
|
30,294
|
|
|
—
|
|
||
Accrued interest payable
|
22,968
|
|
|
42,669
|
|
||
Accounts payable, accrued expenses and other liabilities
|
$
|
332,358
|
|
|
$
|
316,251
|
|
(1)
|
As of
March 31, 2019
and
December 31, 2018
, other liabilities includes
$18.6 million
and
$18.5 million
, respectively, related to profit sharing arrangements with developers for certain properties sold. As of
March 31, 2019
and
December 31, 2018
, other liabilities also includes
$9.3 million
and
$9.4 million
, respectively, related to tax increment financing bonds which were issued by government entities to fund development within
two
of the Company's land projects. The amount represents tax assessments associated with each project, which will decrease as the Company sells units.
|
(2)
|
Intangible liabilities, net includes below market lease liabilities related to the acquisition of real estate assets. Accumulated amortization on below market lease liabilities was
$3.3 million
and
$2.8 million
as of
March 31, 2019
and
December 31, 2018
, respectively. The amortization of below market leases increased operating lease income in the Company's consolidated statements of operations by
$0.5 million
and
$0.1 million
for the
three months
ended
March 31, 2019
and 2018, respectively.
|
|
|
Carrying Value as of
|
||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Loan participations payable
(1)
|
|
$
|
25,145
|
|
|
$
|
22,642
|
|
Debt discounts and deferred financing costs, net
|
|
(124
|
)
|
|
(158
|
)
|
||
Total loan participations payable, net
|
|
$
|
25,021
|
|
|
$
|
22,484
|
|
(1)
|
As of
March 31, 2019
and December 31, 2018, the Company had
one
loan participation payable with an interest rate of
7.0%
.
|
|
Carrying Value as of
|
|
Stated
Interest Rates |
|
Scheduled
Maturity Date |
|||||||
|
March 31, 2019
|
|
December 31, 2018
|
|
|
|||||||
Secured credit facilities and mortgages:
|
|
|
|
|
|
|
|
|||||
2015 $325 million Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
LIBOR + 2.50%
|
|
(1)
|
September 2020
|
2016 Senior Term Loan
|
645,125
|
|
|
646,750
|
|
|
LIBOR + 2.75%
|
|
(2)
|
June 2023
|
||
Mortgages collateralized by net lease assets
(3)
|
634,695
|
|
|
802,367
|
|
|
3.62% - 7.26%
|
|
(3)
|
|
||
Total secured credit facilities and mortgages
|
1,279,820
|
|
|
1,449,117
|
|
|
|
|
|
|
||
Unsecured notes:
|
|
|
|
|
|
|
|
|||||
5.00% senior notes
(4)
|
—
|
|
|
375,000
|
|
|
5.00
|
%
|
|
—
|
||
4.625% senior notes
(5)
|
400,000
|
|
|
400,000
|
|
|
4.625
|
%
|
|
September 2020
|
||
6.50% senior notes
(6)
|
275,000
|
|
|
275,000
|
|
|
6.50
|
%
|
|
July 2021
|
||
6.00% senior notes
(7)
|
375,000
|
|
|
375,000
|
|
|
6.00
|
%
|
|
April 2022
|
||
5.25% senior notes
(8)
|
400,000
|
|
|
400,000
|
|
|
5.25
|
%
|
|
September 2022
|
||
3.125% senior convertible notes
(9)
|
287,500
|
|
|
287,500
|
|
|
3.125
|
%
|
|
September 2022
|
||
Total unsecured notes
|
1,737,500
|
|
|
2,112,500
|
|
|
|
|
|
|
||
Other debt obligations:
|
|
|
|
|
|
|
|
|||||
Trust preferred securities
|
100,000
|
|
|
100,000
|
|
|
LIBOR + 1.50%
|
|
|
October 2035
|
||
Total debt obligations
|
3,117,320
|
|
|
3,661,617
|
|
|
|
|
|
|
||
Debt discounts and deferred financing costs, net
|
(47,024
|
)
|
|
(52,531
|
)
|
|
|
|
|
|
||
Total debt obligations, net
(10)
|
$
|
3,070,296
|
|
|
$
|
3,609,086
|
|
|
|
|
|
|
(1)
|
The loan bears interest at the Company's election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus
0.5%
or (c) LIBOR plus
1.0%
and subject to a margin ranging from
1.25%
to
1.75%
; or (ii) LIBOR subject to a margin ranging from
2.25%
to
2.75%
. At maturity, the Company may convert outstanding borrowings to a
one year
term loan which matures in quarterly installments through September 2021.
|
(2)
|
The loan bears interest at the Company's election of either: (i) a base rate, which is the greater of (a) prime, (b) federal funds plus
0.5%
or (c) LIBOR plus
1.0%
and subject to a margin of
1.75%
; or (ii) LIBOR subject to a margin of
2.75%
.
|
(3)
|
As of March 31, 2019, a non-recourse mortgage associated with a net lease asset was reclassified to “Liabilities associated with properties held for sale” (refer to Note 4). As of
March 31, 2019
, the weighted average interest rate of these loans is
4.4%
, inclusive of the effect of interest rate swaps.
|
(4)
|
The Company prepaid these senior notes in March 2019 without penalty.
|
(5)
|
The Company can prepay these senior notes without penalty beginning June 15, 2020.
|
(6)
|
The Company can prepay these senior notes without penalty beginning July 1, 2020.
|
(7)
|
The Company can prepay these senior notes without penalty beginning April 1, 2021.
|
(8)
|
The Company can prepay these senior notes without penalty beginning September 15, 2021.
|
(9)
|
The Company's
3.125%
senior convertible fixed rate notes due September 2022 ("3.125% Convertible Notes") are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding September 15, 2022. The conversion rate as of March 31, 2019 was
66.1052
shares per
$1,000
principal amount of
3.125%
Convertible Notes, which equals a conversion price of
$15.13
per share. The conversion rate is subject to adjustment from time to time for specified events. Upon conversion, the Company will pay or deliver, as the case may be, a combination of cash and shares of its common stock. As such, at issuance in September 2017, the Company valued the debt component at
$221.8 million
, net of fees, and the equity component of the conversion feature at
$22.5 million
, net of fees, and recorded the equity component in "Additional paid-in capital" on the Company's consolidated balance sheet. In October 2017, the initial purchasers of the
3.125%
Convertible Notes exercised their option to purchase an additional
$37.5 million
aggregate principal amount of the
3.125%
Convertible Notes. At issuance, the Company valued the debt component at
$34.0 million
, net of fees, and the equity component of the conversion feature at
$3.4 million
, net of fees, and recorded the equity component in "Additional paid-in capital" on the Company's consolidated balance sheet. As of
March 31, 2019
, the carrying value of the
3.125%
Convertible Notes was
$264.1 million
, net of fees, and the unamortized discount of the
3.125%
Convertible Notes was
$19.3 million
, net of fees. During the
three months
ended
March 31, 2019
and 2018, the Company recognized
$2.2 million
and
$2.2 million
, respectively, of contractual interest and
$1.2 million
and
$1.2 million
, respectively, of discount amortization on the
3.125%
Convertible Notes. The effective interest rate was
5.2%
.
|
(10)
|
The Company capitalized interest relating to development activities of
$3.0 million
and
$2.4 million
during the
three months
ended
March 31, 2019
and 2018, respectively.
|
|
Unsecured Debt
|
|
Secured Debt
|
|
Total
|
||||||
2019 (remaining nine months)
|
$
|
—
|
|
|
$
|
116
|
|
|
$
|
116
|
|
2020
|
400,000
|
|
|
—
|
|
|
400,000
|
|
|||
2021
|
275,000
|
|
|
161,213
|
|
|
436,213
|
|
|||
2022
|
1,062,500
|
|
|
48,698
|
|
|
1,111,198
|
|
|||
2023
|
—
|
|
|
645,125
|
|
|
645,125
|
|
|||
Thereafter
|
100,000
|
|
|
424,668
|
|
|
524,668
|
|
|||
Total principal maturities
|
1,837,500
|
|
|
1,279,820
|
|
|
3,117,320
|
|
|||
Unamortized discounts and deferred financing costs, net
|
(37,818
|
)
|
|
(9,206
|
)
|
|
(47,024
|
)
|
|||
Total debt obligations, net
|
$
|
1,799,682
|
|
|
$
|
1,270,614
|
|
|
$
|
3,070,296
|
|
|
As of
|
||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Collateral Assets
(1)
|
|
Non-Collateral Assets
|
|
Collateral Assets
(1)
|
|
Non-Collateral Assets
|
||||||||
Real estate, net
|
$
|
1,533,390
|
|
|
$
|
87,614
|
|
|
$
|
1,620,008
|
|
|
$
|
151,011
|
|
Real estate available and held for sale
|
219,184
|
|
|
34,152
|
|
|
1,055
|
|
|
21,496
|
|
||||
Land and development, net
|
42,300
|
|
|
574,050
|
|
|
12,300
|
|
|
585,918
|
|
||||
Loans receivable and other lending investments, net
(2)(3)
|
431,189
|
|
|
450,988
|
|
|
498,524
|
|
|
480,154
|
|
||||
Other investments
|
—
|
|
|
521,999
|
|
|
—
|
|
|
304,275
|
|
||||
Cash and other assets
|
6,601
|
|
|
757,277
|
|
|
—
|
|
|
1,329,990
|
|
||||
Total
|
$
|
2,232,664
|
|
|
$
|
2,426,080
|
|
|
$
|
2,131,887
|
|
|
$
|
2,872,844
|
|
(1)
|
The 2016 Senior Term Loan and the 2015 Revolving Credit Facility are secured only by pledges of equity of certain of the Company's subsidiaries and not by pledges of the assets held by such subsidiaries. Such subsidiaries are subject to contractual restrictions under the terms of such credit facilities, including restrictions on incurring new debt (subject to certain exceptions). As of
March 31, 2019
, Collateral Assets includes
$406.2 million
carrying value of assets held by entities pledged as collateral for the
$325.0 million
2015 Revolving Credit Facility that is undrawn as of
March 31, 2019
.
|
(2)
|
As of
March 31, 2019
and
December 31, 2018
, the amounts presented exclude general reserves for loan losses of
$12.4 million
and
$13.0 million
, respectively.
|
(3)
|
As of
March 31, 2019
and
December 31, 2018
, the amounts presented exclude loan participations of
$25.1 million
and
$22.5 million
, respectively.
|
|
Loans and Other Lending Investments
(1)
|
|
Real Estate
|
|
Other
Investments
|
|
Total
|
||||||||
Performance-Based Commitments
|
$
|
385,215
|
|
|
$
|
9,543
|
|
|
$
|
—
|
|
|
$
|
394,758
|
|
Strategic Investments
|
—
|
|
|
—
|
|
|
33,304
|
|
|
33,304
|
|
||||
Total
|
$
|
385,215
|
|
|
$
|
9,543
|
|
|
$
|
33,304
|
|
|
$
|
428,062
|
|
(1)
|
Excludes
$24.9 million
of commitments on loan participations sold that are not the obligation of the Company.
|
|
Operating
(1)(2)
|
|
Finance
(1)
|
||||
2019
|
$
|
4,165
|
|
|
$
|
2,181
|
|
2020
|
3,841
|
|
|
2,633
|
|
||
2021
|
1,468
|
|
|
2,686
|
|
||
2022
|
869
|
|
|
2,740
|
|
||
2023
|
728
|
|
|
2,794
|
|
||
Thereafter
|
2,074
|
|
|
759,082
|
|
(1)
|
Operating lease obligations for 2019 are as of January 1, 2019 and finance lease obligations are as of lease inception (refer to Note 4). During the three months ended March 31, 2019, the Company made payments of
$1.1 million
and
$0.2 million
, respectively, related to its operating and finance leases.
|
(2)
|
The Company is obligated to pay ground rent under certain operating leases; however, the Company's tenants at the properties pay this expense directly under the terms of various subleases and these amounts are excluded from lease obligations.
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
As of December 31, 2018
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives Designated in Hedging Relationships
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Deferred expenses and other assets, net
|
|
$
|
3,669
|
|
|
Accounts payable, accrued expenses and other liabilities
|
|
$
|
10,244
|
|
Total
|
|
|
|
$
|
3,669
|
|
|
|
|
$
|
10,244
|
|
(1)
|
Over the next
12
months, the Company expects that
$2.8 million
related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as a reduction to interest expense. As of
March 31, 2019
and
December 31, 2018
, the Company posted cash collateral of
$10.7 million
and
$6.4 million
, respectively, in connection with its derivatives which were in a liability position and 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.
|
Derivatives Designated in Hedging Relationships
|
|
Location of Gain (Loss)
When 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 Three Months Ended March 31, 2019
|
|
|
|
|
||||||
Interest rate swaps
|
|
Earnings from equity method investments
|
|
$
|
(7,190
|
)
|
|
$
|
144
|
|
Interest rate swaps
|
|
Interest expense
|
|
(7,822
|
)
|
|
(151
|
)
|
||
|
|
|
|
|
|
|
||||
For the Three Months Ended March 31, 2018
|
|
|
|
|
||||||
Interest rate swaps
|
|
Earnings from equity method investments
|
|
2,351
|
|
|
(9
|
)
|
|
|
|
|
|
|
Cumulative Preferential Cash
Dividends
(1)(2)
|
|
|
||||||||||||||
Series
|
|
Shares Issued and
Outstanding
(in thousands)
|
|
Par Value
|
|
Liquidation Preference
(3)(4)
|
|
Rate per Annum
|
|
Equivalent to
Fixed Annual
Rate (per share)
|
|
Carrying Value
(in thousands)
|
||||||||||
D
|
|
4,000
|
|
|
$
|
0.001
|
|
|
$
|
25.00
|
|
|
8.00
|
%
|
|
$
|
2.00
|
|
|
$
|
89,041
|
|
G
|
|
3,200
|
|
|
0.001
|
|
|
25.00
|
|
|
7.65
|
%
|
|
1.91
|
|
|
72,664
|
|
||||
I
|
|
5,000
|
|
|
0.001
|
|
|
25.00
|
|
|
7.50
|
%
|
|
1.88
|
|
|
120,785
|
|
||||
J (convertible)
(4)
|
|
4,000
|
|
|
0.001
|
|
|
50.00
|
|
|
4.50
|
%
|
|
2.25
|
|
|
193,510
|
|
||||
|
|
16,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
476,000
|
|
(1)
|
Holders of shares of the Series D, G, I and J preferred stock are entitled to receive dividends, when and as declared by the Company's Board of Directors, out of funds legally available for the payment of dividends. Dividends are cumulative from the date of original issue and are payable quarterly in arrears on or before the 15th day of each March, June, September and December or, if not a business day, the next succeeding business day. Any dividend payable on the preferred stock for any partial dividend period will be computed on the basis of a
360
-day year consisting of
twelve
30
-day months. Dividends will be payable to holders of record as of the close of business on the first day of the calendar month in which the applicable dividend payment date falls or on another date designated by the Company's Board of Directors for the payment of dividends that is not more than
30
nor less than
10
days prior to the dividend payment date.
|
(2)
|
The Company declared and paid dividends of
$2.0 million
,
$1.5 million
and
$2.3 million
on its Series D, G and I Cumulative Redeemable Preferred Stock during the
three months
ended
March 31, 2019
and
2018
, respectively. The Company declared and paid dividends of
$2.3 million
on its Series J Convertible Perpetual Preferred Stock during the
three months
ended
March 31, 2019
and
2018
. The Company redeemed all of its issued and outstanding Series E and F Cumulative Redeemable Preferred Stock in October 2017. The character of the 2018 dividends was
100%
capital gain distribution, of which
26.02%
represented unrecaptured section 1250 gain and
73.98%
represented long term capital gain. There are
no
dividend arrearages on any of the preferred shares currently outstanding.
|
(3)
|
The Company may, at its option, redeem the Series G and I Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to
100%
of the liquidation preference of
$25.00
per share, plus accrued and unpaid dividends, if any, to the redemption date.
|
(4)
|
Each share of the Series J Preferred Stock is convertible at the holder's option at any time into shares of the Company's common stock. The Company may, at its option, redeem the Series J Preferred Stock, in whole or in part, at any time and from time to time, for cash at a redemption price equal to
100%
of the liquidation preference of
$50.00
per share, plus accrued and unpaid dividends, if any, to the redemption date. The conversion rate as of March 31, 2019 was
4.0149
shares of the Company's common stock (equal to a conversion price of approximately
$12.45
per share). The conversion rate is subject to adjustment from time to time for specified events.
|
|
As of
|
||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||
Unrealized gains on available-for-sale securities
|
$
|
1,476
|
|
|
$
|
475
|
|
Unrealized losses on cash flow hedges
|
(26,871
|
)
|
|
(13,546
|
)
|
||
Unrealized losses on cumulative translation adjustment
|
(4,199
|
)
|
|
(4,199
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(29,594
|
)
|
|
$
|
(17,270
|
)
|
|
Three Months Ended March 31, 2019
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
iPIP Investment Pool
|
|
iPIP Investment Pool
|
||||||||||||||
|
2013-2014
|
|
2015-2016
|
|
2017-2018
|
|
2013-2014
|
|
2015-2016
|
|
2017-2018
|
||||||
Points at beginning of period
|
85.77
|
|
|
79.41
|
|
|
82.43
|
|
|
86.57
|
|
|
84.16
|
|
|
40.97
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
0.50
|
|
|
—
|
|
|
49.33
|
|
Forfeited
|
—
|
|
|
(0.82
|
)
|
|
(1.03
|
)
|
|
(1.3
|
)
|
|
(4.75
|
)
|
|
(7.87
|
)
|
Points at end of period
|
85.77
|
|
|
78.59
|
|
|
81.40
|
|
|
85.77
|
|
|
79.41
|
|
|
82.43
|
|
|
Three Months Ended March 31, 2019
|
|
Year Ended
December 31, 2018
|
||
Nonvested at beginning of period
|
357
|
|
|
282
|
|
Granted
|
474
|
|
|
278
|
|
Vested
|
(52
|
)
|
|
(142
|
)
|
Forfeited
|
(9
|
)
|
|
(61
|
)
|
Nonvested at end of period
|
770
|
|
|
357
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
(6,970
|
)
|
|
$
|
35,028
|
|
Net income attributable to noncontrolling interests
|
(2,471
|
)
|
|
(95
|
)
|
||
Preferred dividends
|
(8,124
|
)
|
|
(8,124
|
)
|
||
Net income (loss) allocable to common shareholders for basic earnings per common share
|
$
|
(17,565
|
)
|
|
$
|
26,809
|
|
Add: Effect of Series J convertible perpetual preferred stock
|
—
|
|
|
2,250
|
|
||
Net income (loss) allocable to common shareholders for diluted earnings per common share
|
$
|
(17,565
|
)
|
|
$
|
29,059
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Earnings allocable to common shares:
|
|
|
|
||||
Numerator for basic earnings per share:
|
|
|
|
||||
Net income (loss) allocable to common shareholders
|
$
|
(17,565
|
)
|
|
$
|
26,809
|
|
|
|
|
|
||||
Numerator for diluted earnings per share:
|
|
|
|
||||
Net income (loss) allocable to common shareholders
|
$
|
(17,565
|
)
|
|
$
|
29,059
|
|
|
|
|
|
||||
Denominator for basic and diluted earnings per share:
|
|
|
|
||||
Weighted average common shares outstanding for basic earnings per common share
|
67,747
|
|
|
67,913
|
|
||
Add: Effect of assumed shares issued under treasury stock method for restricted stock units
|
—
|
|
|
122
|
|
||
Add: Effect of series J convertible perpetual preferred stock
|
—
|
|
|
15,635
|
|
||
Weighted average common shares outstanding for diluted earnings per common share
|
67,747
|
|
|
83,670
|
|
||
|
|
|
|
||||
Basic earnings per common share:
|
|
|
|
||||
Net income (loss) allocable to common shareholders
|
$
|
(0.26
|
)
|
|
$
|
0.39
|
|
|
|
|
|
||||
Diluted earnings per common share:
|
|
|
|
||||
Net income (loss) allocable to common shareholders
|
$
|
(0.26
|
)
|
|
$
|
0.35
|
|
|
For the Three Months Ended March 31,
|
||||
|
2019
|
|
2018
|
||
Series J convertible perpetual preferred stock
|
15,951
|
|
|
—
|
|
(1)
|
For the
three months
ended
March 31, 2019
, the effect of the Company's unvested Units, performance-based Units, CSEs and restricted stock awards were anti-dilutive due to the Company having a net loss for the period. The Company will settle conversions of the
3.125%
Convertible Notes by paying the conversion value in cash up to the original principal amount of the notes being converted and shares of common stock to the extent of any conversion premium. The amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value calculated for each trading day in a
40
consecutive day observation period. Based upon the conversion price of the
3.125%
Convertible Notes, no shares of common stock would have been issuable upon conversion of the
3.125%
Convertible Notes for the
three months
ended
March 31, 2019
and
2018
and therefore the
3.125%
Convertible Notes had no effect on diluted EPS for such periods.
|
|
|
|
Fair Value Using
|
||||||||||||
|
Total
|
|
Quoted market
prices in
active markets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
||||||||
Recurring basis:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
(1)
|
$
|
2,279
|
|
|
$
|
—
|
|
|
$
|
2,279
|
|
|
$
|
—
|
|
Derivative liabilities
(1)
|
14,297
|
|
|
—
|
|
|
14,297
|
|
|
—
|
|
||||
Available-for-sale securities
(1)
|
22,615
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
22,615
|
|
||
Non-recurring basis:
|
|
|
|
|
|
|
|
||||||||
Impaired real estate available and held for sale
(2)
|
17,100
|
|
|
—
|
|
|
—
|
|
|
17,100
|
|
||||
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Recurring basis:
|
|
|
|
|
|
|
|
||||||||
Derivative assets
(1)
|
$
|
3,669
|
|
|
$
|
—
|
|
|
$
|
3,669
|
|
|
$
|
—
|
|
Derivative liabilities
(1)
|
10,244
|
|
|
—
|
|
|
10,244
|
|
|
—
|
|
||||
Available-for-sale securities
(1)
|
$
|
21,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,661
|
|
Non-recurring basis:
|
|
|
|
|
|
|
|
||||||||
Impaired real estate
(3)
|
29,400
|
|
|
—
|
|
|
—
|
|
|
29,400
|
|
||||
Impaired real estate available and held for sale
(4)
|
19,300
|
|
|
—
|
|
|
—
|
|
|
19,300
|
|
||||
Impaired land and development
(5)
|
78,400
|
|
|
—
|
|
|
—
|
|
|
78,400
|
|
(1)
|
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. The fair value of the Company's available-for-sale securities are based upon unadjusted third-party broker quotes and are classified as Level 3.
|
(2)
|
The Company recorded an impairment of
$3.2 million
on a commercial operating property based on an executed purchase and sale agreement.
|
(3)
|
The Company recorded aggregate impairments of
$76.3 million
on
three
real estate assets with an estimated aggregate fair value of
$29.4 million
. The impairments were as follows:
|
a.
|
A
$23.2 million
impairment on a commercial operating property based on a decline in expected operating performance. The fair value is based on the Company's estimate of the recoverability of its investment in the project.
|
b.
|
A
$6.0 million
impairment on a property based on a strategic decision to sell the asset. The fair value is based on purchase offers received from third parties, which is consistent with the Company's estimate of fair value.
|
c.
|
A
$47.1 million
impairment on a commercial operating property based on a strategic decision to sell the asset. The fair value is based on purchase offers received from third parties, which is consistent with the Company's estimate of fair value.
|
(4)
|
The Company recorded aggregate impairments of
$3.7 million
on
two
real estate assets held for sale. The fair values are based on market comparable sales.
|
(5)
|
The Company recorded aggregate impairments of
$55.4 million
on
four
land and development assets with an estimated aggregate fair value of
$78.4 million
. The impairments were as follows:
|
a.
|
A
$25.0 million
impairment on a waterfront land and development asset based on a strategic decision to sell the asset. The fair value is based on purchase offers received from third parties, which is consistent with the Company's estimate of fair value.
|
b.
|
A
$21.6 million
impairment on a master planned community based on a strategic decision to sell the asset. The fair value is based on purchase offers received from third parties, which is consistent with the Company's estimate of fair value.
|
c.
|
A
$6.9 million
impairment on an infill land and development asset based on the deterioration of the asset. The fair value is based on purchase offers received from third parties, which is consistent with the Company's estimate of fair value.
|
d.
|
A
$1.9 million
impairment on a waterfront land and development asset based on the sale of the asset in 2019.
|
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
21,661
|
|
|
$
|
22,842
|
|
Repayments
|
|
(46
|
)
|
|
(36
|
)
|
||
Unrealized gains (losses) recorded in other comprehensive income
|
|
1,000
|
|
|
(971
|
)
|
||
Ending balance
|
|
$
|
22,615
|
|
|
$
|
21,835
|
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land and Development
|
|
Corporate/Other
(1)
|
|
Company Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating lease income
|
$
|
—
|
|
|
$
|
29,727
|
|
|
$
|
15,817
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
45,799
|
|
Interest income
|
26,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,697
|
|
||||||
Other income
|
384
|
|
|
1,049
|
|
|
12,144
|
|
|
471
|
|
|
1,272
|
|
|
15,320
|
|
||||||
Land development revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
276,429
|
|
|
—
|
|
|
276,429
|
|
||||||
Earnings from equity method investments
|
—
|
|
|
3,556
|
|
|
(1,275
|
)
|
|
1,545
|
|
|
(494
|
)
|
|
3,332
|
|
||||||
Income from sales of real estate
|
—
|
|
|
414
|
|
|
16,634
|
|
|
—
|
|
|
—
|
|
|
17,048
|
|
||||||
Total revenue and other earnings
|
27,081
|
|
|
34,746
|
|
|
43,320
|
|
|
278,700
|
|
|
778
|
|
|
384,625
|
|
||||||
Real estate expense
|
—
|
|
|
(3,948
|
)
|
|
(21,626
|
)
|
|
(10,606
|
)
|
|
—
|
|
|
(36,180
|
)
|
||||||
Land development cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(223,407
|
)
|
|
—
|
|
|
(223,407
|
)
|
||||||
Other expense
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(766
|
)
|
|
(1,166
|
)
|
||||||
Allocated interest expense
|
(11,765
|
)
|
|
(14,201
|
)
|
|
(5,528
|
)
|
|
(6,473
|
)
|
|
(7,215
|
)
|
|
(45,182
|
)
|
||||||
Allocated general and administrative
(2)
|
(3,969
|
)
|
|
(4,586
|
)
|
|
(2,043
|
)
|
|
(3,805
|
)
|
|
(5,320
|
)
|
|
(19,723
|
)
|
||||||
Segment profit (loss)
(3)
|
$
|
10,947
|
|
|
$
|
12,011
|
|
|
$
|
14,123
|
|
|
$
|
34,409
|
|
|
$
|
(12,523
|
)
|
|
$
|
58,967
|
|
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recovery of loan losses
|
$
|
(855
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(855
|
)
|
Impairment of assets
|
—
|
|
|
—
|
|
|
4,100
|
|
|
—
|
|
|
—
|
|
|
4,100
|
|
||||||
Depreciation and amortization
|
—
|
|
|
6,309
|
|
|
3,926
|
|
|
515
|
|
|
360
|
|
|
11,110
|
|
||||||
Capitalized expenditures
|
—
|
|
|
478
|
|
|
7,700
|
|
|
31,447
|
|
|
—
|
|
|
39,625
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate, net
|
$
|
—
|
|
|
$
|
1,449,845
|
|
|
$
|
171,159
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,621,004
|
|
Real estate available and held for sale
|
—
|
|
|
219,184
|
|
|
34,152
|
|
|
—
|
|
|
—
|
|
|
253,336
|
|
||||||
Total real estate
|
—
|
|
|
1,669,029
|
|
|
205,311
|
|
|
—
|
|
|
—
|
|
|
1,874,340
|
|
||||||
Land and development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
616,350
|
|
|
—
|
|
|
616,350
|
|
||||||
Loans receivable and other lending investments, net
|
894,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
894,846
|
|
||||||
Other investments
|
—
|
|
|
407,682
|
|
|
62,434
|
|
|
44,656
|
|
|
7,227
|
|
|
521,999
|
|
||||||
Total portfolio assets
|
$
|
894,846
|
|
|
$
|
2,076,711
|
|
|
$
|
267,745
|
|
|
$
|
661,006
|
|
|
$
|
7,227
|
|
|
3,907,535
|
|
|
Cash and other assets
|
|
|
|
|
|
|
|
|
|
|
763,878
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,671,413
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate, net
|
$
|
—
|
|
|
$
|
1,536,494
|
|
|
$
|
234,525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,771,019
|
|
Real estate available and held for sale
|
—
|
|
|
1,055
|
|
|
21,496
|
|
|
—
|
|
|
—
|
|
|
22,551
|
|
||||||
Total real estate
|
—
|
|
|
1,537,549
|
|
|
256,021
|
|
|
—
|
|
|
—
|
|
|
1,793,570
|
|
||||||
Land and development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
598,218
|
|
|
—
|
|
|
598,218
|
|
||||||
Loans receivable and other lending investments, net
|
988,224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
988,224
|
|
||||||
Other investments
|
—
|
|
|
165,804
|
|
|
65,643
|
|
|
65,312
|
|
|
7,516
|
|
|
304,275
|
|
||||||
Total portfolio assets
|
$
|
988,224
|
|
|
$
|
1,703,353
|
|
|
$
|
321,664
|
|
|
$
|
663,530
|
|
|
$
|
7,516
|
|
|
3,684,287
|
|
|
Cash and other assets
|
|
|
|
|
|
|
|
|
|
|
1,329,990
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,014,277
|
|
(1)
|
Corporate/Other represents all corporate level and unallocated items including any intercompany eliminations necessary to reconcile to consolidated Company totals. This caption also includes the Company's joint venture investments and strategic investments that are not included in the other reportable segments above.
|
(2)
|
General and administrative excludes stock-based compensation expense of
$4.2 million
and
$9.1 million
for the
three months
ended
March 31, 2019
and 2018, respectively.
|
(3)
|
The following is a reconciliation of segment profit to net income (loss) ($ in thousands):
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Segment profit
|
$
|
17,194
|
|
|
$
|
58,967
|
|
Add: Recovery of loan losses
|
97
|
|
|
855
|
|
||
Less: Impairment of assets
|
(3,851
|
)
|
|
(4,100
|
)
|
||
Less: Stock-based compensation expense
|
(4,249
|
)
|
|
(9,091
|
)
|
||
Less: Depreciation and amortization
|
(15,668
|
)
|
|
(11,110
|
)
|
||
Less: Income tax expense
|
(25
|
)
|
|
(121
|
)
|
||
Less: Loss on early extinguishment of debt, net
|
(468
|
)
|
|
(372
|
)
|
||
Net income (loss)
|
$
|
(6,970
|
)
|
|
$
|
35,028
|
|
Property/Collateral Types
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land & Development
|
|
Total
|
|
% of
Total |
|||||||||||
Office / Industrial
|
|
$
|
89,536
|
|
|
$
|
1,314,712
|
|
|
$
|
110,691
|
|
|
$
|
—
|
|
|
$
|
1,514,939
|
|
|
34.3
|
%
|
Land and Development
|
|
75,253
|
|
|
—
|
|
|
—
|
|
|
669,920
|
|
|
745,173
|
|
|
16.9
|
%
|
|||||
Entertainment / Leisure
|
|
—
|
|
|
723,720
|
|
|
15,038
|
|
|
—
|
|
|
738,758
|
|
|
16.7
|
%
|
|||||
Ground Leases
|
|
—
|
|
|
426,527
|
|
|
—
|
|
|
—
|
|
|
426,527
|
|
|
9.7
|
%
|
|||||
Hotel
|
|
254,648
|
|
|
—
|
|
|
47,384
|
|
|
—
|
|
|
302,032
|
|
|
6.8
|
%
|
|||||
Mixed Use / Mixed Collateral
|
|
213,225
|
|
|
—
|
|
|
31,728
|
|
|
—
|
|
|
244,953
|
|
|
5.6
|
%
|
|||||
Multifamily
|
|
98,541
|
|
|
—
|
|
|
30,813
|
|
|
—
|
|
|
129,354
|
|
|
2.9
|
%
|
|||||
Condominium
|
|
104,889
|
|
|
—
|
|
|
16,106
|
|
|
—
|
|
|
120,995
|
|
|
2.7
|
%
|
|||||
Other Property Types
|
|
48,344
|
|
|
57,348
|
|
|
—
|
|
|
—
|
|
|
105,692
|
|
|
2.4
|
%
|
|||||
Retail
|
|
22,819
|
|
|
—
|
|
|
54,784
|
|
|
—
|
|
|
77,603
|
|
|
1.8
|
%
|
|||||
Strategic Investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,228
|
|
|
0.2
|
%
|
|||||
Total
|
|
$
|
907,255
|
|
|
$
|
2,522,307
|
|
|
$
|
306,544
|
|
|
$
|
669,920
|
|
|
$
|
4,413,254
|
|
|
100.0
|
%
|
Geographic Region
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land & Development
|
|
Total
|
|
% of
Total |
|||||||||||
Northeast
|
|
$
|
400,106
|
|
|
$
|
687,837
|
|
|
$
|
62,906
|
|
|
$
|
341,372
|
|
|
$
|
1,492,221
|
|
|
33.7
|
%
|
Southeast
|
|
123,728
|
|
|
550,479
|
|
|
17,898
|
|
|
70,422
|
|
|
762,527
|
|
|
17.3
|
%
|
|||||
West
|
|
171,325
|
|
|
397,878
|
|
|
55,014
|
|
|
77,019
|
|
|
701,236
|
|
|
15.9
|
%
|
|||||
Mid-Atlantic
|
|
11,784
|
|
|
438,835
|
|
|
1,599
|
|
|
129,577
|
|
|
581,795
|
|
|
13.2
|
%
|
|||||
Southwest
|
|
54,256
|
|
|
224,156
|
|
|
117,484
|
|
|
19,994
|
|
|
415,890
|
|
|
9.4
|
%
|
|||||
Central
|
|
47,475
|
|
|
215,888
|
|
|
51,643
|
|
|
31,536
|
|
|
346,542
|
|
|
7.9
|
%
|
|||||
Various
|
|
98,581
|
|
|
7,234
|
|
|
—
|
|
|
—
|
|
|
105,815
|
|
|
2.4
|
%
|
|||||
Strategic Investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,228
|
|
|
0.2
|
%
|
|||||
Total
|
|
$
|
907,255
|
|
|
$
|
2,522,307
|
|
|
$
|
306,544
|
|
|
$
|
669,920
|
|
|
$
|
4,413,254
|
|
|
100.0
|
%
|
|
March 31, 2019
|
|||||||||||||||||
|
Number of Loans
|
|
Gross Carrying Value
|
|
Reserve for Loan Losses
|
|
Carrying Value
|
|
% of Total
|
|
Reserve for Loan Losses as a % of Gross Carrying Value
|
|||||||
Performing loans
|
32
|
|
|
$
|
778,124
|
|
|
$
|
(12,410
|
)
|
|
$
|
765,714
|
|
|
96.8%
|
|
1.6%
|
Non-performing loans
|
3
|
|
|
66,500
|
|
|
(40,888
|
)
|
|
25,612
|
|
|
3.2%
|
|
61.5%
|
|||
Total
|
35
|
|
|
$
|
844,624
|
|
|
$
|
(53,298
|
)
|
|
$
|
791,326
|
|
|
100.0%
|
|
6.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
December 31, 2018
|
|||||||||||||||||
|
Number of Loans
|
|
Gross Carrying Value
|
|
Reserve for Loan Losses
|
|
Carrying Value
|
|
% of Total
|
|
Reserve for Loan Losses as a % of Gross Carrying Value
|
|||||||
Performing loans
|
35
|
|
|
$
|
852,768
|
|
|
$
|
(13,000
|
)
|
|
$
|
839,768
|
|
|
97.0%
|
|
1.5%
|
Non-performing loans
|
3
|
|
|
66,725
|
|
|
(40,395
|
)
|
|
26,330
|
|
|
3.0%
|
|
60.5%
|
|||
Total
|
38
|
|
|
$
|
919,493
|
|
|
$
|
(53,395
|
)
|
|
$
|
866,098
|
|
|
100.0%
|
|
5.8%
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Senior mortgages
|
$
|
624,360
|
|
|
$
|
694,025
|
|
Corporate/Partnership loans
|
143,426
|
|
|
148,583
|
|
||
Subordinate mortgages
|
10,338
|
|
|
10,160
|
|
||
Total
|
$
|
778,124
|
|
|
$
|
852,768
|
|
|
|
|
|
||||
Weighted average LTV
|
61
|
%
|
|
63
|
%
|
||
Yield
|
9.1
|
%
|
|
9.2
|
%
|
|
|
Consolidated
Real Estate
(1)
|
|
Net Lease Venture II
|
|
SAFE
(2)
|
||||||
Ownership %
|
|
100.0
|
%
|
|
51.9
|
%
|
|
42.4
|
%
|
|||
Gross book value (millions)
(3)
|
|
$
|
2,107
|
|
|
$
|
31
|
|
|
$
|
1,016
|
|
|
|
|
|
|
|
|
||||||
% Leased
|
|
98.8
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Square footage (thousands)
(4)
|
|
17,242
|
|
|
169
|
|
|
1,801
|
|
|||
Weighted average lease term (years)
(5)
|
|
15.0
|
|
|
9.8
|
|
|
84.1
|
|
|||
Weighted average yield
|
|
8.8
|
%
|
|
8.2
|
%
|
|
|
(2)
|
As of March 31, 2019, we own 7,766,411 shares of SAFE common stock, or 42.4%, and 12,500,000 Investor Units in SAFE OP, bringing our total economic interest in SAFE to
65.8%
.
|
•
|
the right to receive equivalent distributions per unit to those paid on one share of SAFE common stock;
|
•
|
no voting rights;
|
•
|
non-transferable prior to June 30, 2019;
|
•
|
no automatic conversion or exchange rights; and
|
•
|
limited protective consent rights.
|
•
|
limits our discretionary voting power to 41.9% of the outstanding voting power of SAFE's Common Stock until our aggregate ownership of SAFE common stock is less than 41.9%;
|
•
|
requires us to cast all of our voting power in favor of three director nominees to SAFE's board who are independent of each of us and SAFE for three years;
|
•
|
subjects us to certain standstill provisions for two years;
|
•
|
restricts our ability to transfer shares of SAFE common stock issued in exchange for Investor Units, or "Exchange Shares," for one year after their issuance;
|
•
|
prohibits us from transferring shares of SAFE common stock representing more than 20% of the outstanding SAFE common stock in one transaction or a series of related transactions to any person or group, other than pursuant to a widely distributed public offering, unless SAFE's other stockholders have participation rights in the transaction; and
|
•
|
provides us certain preemptive rights.
|
Gross Book
Value
(in millions)
(1)
|
|
Properties
|
|
Yield
|
||
$
|
225.5
|
|
|
12
|
|
6.2%
|
(1)
|
Gross book value represents the acquisition cost of real estate and any additional capital invested into the property by us.
|
Land and Development Portfolio Rollforward
|
|||||||||||||||||||
(in millions)
|
|||||||||||||||||||
|
Asbury
Ocean
Club
|
|
Asbury Park
Waterfront
|
|
Magnolia
Green
|
|
All
Others
|
|
Total
Segment
|
||||||||||
Beginning balance
(1)
|
$
|
165.4
|
|
|
$
|
74.7
|
|
|
$
|
109.5
|
|
|
$
|
248.6
|
|
|
$
|
598.2
|
|
Asset sales
(2)
|
—
|
|
|
(4.0
|
)
|
|
(1.9
|
)
|
|
(7.8
|
)
|
|
(13.7
|
)
|
|||||
Capital expenditures
|
29.0
|
|
|
1.7
|
|
|
2.8
|
|
|
2.5
|
|
|
36.0
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(3.7
|
)
|
|
(4.1
|
)
|
|||||
Ending balance
(1)
|
$
|
194.4
|
|
|
$
|
72.4
|
|
|
$
|
110.0
|
|
|
$
|
239.6
|
|
|
$
|
616.4
|
|
(2)
|
Represents gross book value of the assets sold, rather than proceeds received.
|
|
For the Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Operating lease income
|
$
|
58,915
|
|
|
$
|
45,799
|
|
|
$
|
13,116
|
|
|
29
|
%
|
Interest income
|
20,375
|
|
|
26,697
|
|
|
(6,322
|
)
|
|
(24
|
)%
|
|||
Other income
|
14,813
|
|
|
15,320
|
|
|
(507
|
)
|
|
(3
|
)%
|
|||
Land development revenue
|
12,699
|
|
|
276,429
|
|
|
(263,730
|
)
|
|
(95
|
)%
|
|||
Total revenue
|
106,802
|
|
|
364,245
|
|
|
(257,443
|
)
|
|
(71
|
)%
|
|||
Interest expense
|
46,577
|
|
|
45,182
|
|
|
1,395
|
|
|
3
|
%
|
|||
Real estate expense
|
25,940
|
|
|
36,180
|
|
|
(10,240
|
)
|
|
(28
|
)%
|
|||
Land development cost of sales
|
14,449
|
|
|
223,407
|
|
|
(208,958
|
)
|
|
(94
|
)%
|
|||
Depreciation and amortization
|
15,668
|
|
|
11,110
|
|
|
4,558
|
|
|
41
|
%
|
|||
General and administrative
|
21,099
|
|
|
28,814
|
|
|
(7,715
|
)
|
|
(27
|
)%
|
|||
Recovery of loan losses
|
(97
|
)
|
|
(855
|
)
|
|
758
|
|
|
(89
|
)%
|
|||
Impairment of assets
|
3,851
|
|
|
4,100
|
|
|
(249
|
)
|
|
(6
|
)%
|
|||
Other expense
|
508
|
|
|
1,166
|
|
|
(658
|
)
|
|
(56
|
)%
|
|||
Total costs and expenses
|
127,995
|
|
|
349,104
|
|
|
(221,109
|
)
|
|
(63
|
)%
|
|||
Income from sales of real estate
|
9,407
|
|
|
17,048
|
|
|
(7,641
|
)
|
|
(45
|
)%
|
|||
Loss on early extinguishment of debt, net
|
(468
|
)
|
|
(372
|
)
|
|
(96
|
)
|
|
26
|
%
|
|||
Earnings from equity method investments
|
5,309
|
|
|
3,332
|
|
|
1,977
|
|
|
59
|
%
|
|||
Income tax expense
|
(25
|
)
|
|
(121
|
)
|
|
96
|
|
|
(79
|
)%
|
|||
Net income (loss)
|
$
|
(6,970
|
)
|
|
$
|
35,028
|
|
|
$
|
(41,998
|
)
|
|
>(100%)
|
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
Net Lease
(1)
|
|
$
|
49.5
|
|
|
$
|
29.7
|
|
|
$
|
19.8
|
|
Operating Properties
(2)
|
|
9.3
|
|
|
15.8
|
|
|
(6.5
|
)
|
|||
Land and Development
|
|
0.1
|
|
|
0.3
|
|
|
(0.2
|
)
|
|||
Total
|
|
$
|
58.9
|
|
|
$
|
45.8
|
|
|
$
|
13.1
|
|
(1)
|
Change primarily due to a
$20.9 million
increase from the consolidation of the Net Lease Venture and acquiring a new asset during the three months ended March 31, 2019, partially offset by $1.4 million from asset sales.
|
(2)
|
Change primarily due to asset sales.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating lease income
|
|
|
|
|
||||
Net Lease
|
|
$
|
27.8
|
|
|
$
|
28.3
|
|
Operating Properties
|
|
$
|
8.1
|
|
|
$
|
8.7
|
|
|
|
|
|
|
||||
Rent per square foot
|
|
|
|
|
||||
Net Lease
|
|
$
|
10.22
|
|
|
$
|
10.45
|
|
Operating Properties
|
|
$
|
42.84
|
|
|
$
|
37.37
|
|
|
|
|
|
|
||||
Occupancy
(1)
|
|
|
|
|
||||
Net Lease
|
|
98.1
|
%
|
|
98.1
|
%
|
||
Operating Properties
|
|
65.8
|
%
|
|
80.2
|
%
|
(1)
|
Occupancy as of
March 31, 2019
and 2018.
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
Operating Properties
(1)
|
|
$
|
11.0
|
|
|
$
|
21.7
|
|
|
$
|
(10.7
|
)
|
Land and Development
(2)
|
|
8.8
|
|
|
10.6
|
|
|
(1.8
|
)
|
|||
Net Lease
(3)
|
|
6.1
|
|
|
3.9
|
|
|
2.2
|
|
|||
Total
|
|
$
|
25.9
|
|
|
$
|
36.2
|
|
|
$
|
(10.3
|
)
|
(1)
|
Change primarily due to asset sales.
|
(2)
|
Change primarily due to a decrease in legal and marketing costs at certain properties.
|
(3)
|
Change primarily due to the consolidation of the Net Lease Venture.
|
|
|
Three Months Ended March 31,
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
Change
|
|||||||
Payroll and related costs
(1)
|
|
$
|
12.3
|
|
|
$
|
15.3
|
|
|
$
|
(3.0
|
)
|
|
Performance Incentive Plans
(2)
|
|
3.6
|
|
5.0
|
|
7.9
|
|
|
(4.3
|
)
|
|||
Public company costs
|
|
1.5
|
|
|
1.5
|
|
|
—
|
|
||||
Occupancy costs
|
|
1.1
|
|
|
1.3
|
|
|
(0.2
|
)
|
||||
Other
|
|
2.6
|
|
|
2.8
|
|
|
(0.2
|
)
|
||||
Total
|
|
$
|
21.1
|
|
|
$
|
28.8
|
|
|
$
|
(7.7
|
)
|
(1)
|
Decrease due to a reduction in headcount to 156 employees as of March 31, 2019 from 186 employees as of December 31, 2017.
|
(2)
|
Represents the fair value of points issued and change in fair value of the plans during the periods presented. Such amounts may increase or decrease (except for 2019-2020 Plan) over time until the awards are settled. Please refer to Note 14 - Stock-Based Compensation Plans and Employee Benefits for a description of the Performance Incentive Plans.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating Properties
|
|
$
|
9.4
|
|
|
$
|
16.6
|
|
Net Lease
|
|
—
|
|
|
0.4
|
|
||
Total
|
|
$
|
9.4
|
|
|
$
|
17.0
|
|
|
For the Three Months Ended March 31,
|
|||||||
|
2019
|
|
2018
|
|||||
|
(in thousands)
|
|||||||
Adjusted Income
|
|
|
|
|||||
Net income (loss) allocable to common shareholders
|
$
|
(17,565
|
)
|
|
$
|
26,809
|
|
|
Add: Depreciation and amortization
(1)
|
15,437
|
|
|
20,069
|
|
|||
Less: Recovery of loan losses
|
(97
|
)
|
|
(855
|
)
|
|||
Add: Impairment of assets
(2)
|
3,851
|
|
|
4,100
|
|
|||
Add: Stock-based compensation expense
|
4,249
|
|
|
9,091
|
|
|||
Add: Loss on early extinguishment of debt, net
|
468
|
|
|
372
|
|
|||
Add: Non-cash interest expense on senior convertible notes
|
1,222
|
|
—
|
|
1,160
|
|
||
Add: Impact from adoption of new accounting standards
(3)
|
—
|
|
|
75,869
|
|
|||
Less: Losses on charge-offs and dispositions
(4)
|
(7,685
|
)
|
|
(4,307
|
)
|
|||
Adjusted income (loss) allocable to common shareholders
|
$
|
(120
|
)
|
|
$
|
132,308
|
|
(1)
|
Depreciation and amortization also includes our proportionate share of depreciation and amortization expense for equity method investments and excludes the portion of depreciation and amortization expense allocable to noncontrolling interests.
|
(2)
|
Impairment of assets includes impairments on equity method investments recorded in "Earnings from equity method investments" in our consolidated statements of operations.
|
(3)
|
Represents an increase to retained earnings on January 1, 2018 upon the adoption of new accounting standards, which allowed us to record a step-up in basis to fair value of our retained noncontrolling interests relating to the sale of our Ground Lease business in April 2017 and other transactions which occurred in prior periods prior to January 1, 2018 where we sold or contributed real estate to a venture and previously recognized partial gains.
|
(4)
|
Represents the impact of charge-offs and dispositions realized during the period. These charge-offs and dispositions were on assets that were previously impaired for GAAP and reflected in net income but not Adjusted Income.
|
|
For the Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating Properties
|
$
|
1,242
|
|
|
$
|
6,585
|
|
Net Lease
|
3,942
|
|
|
1,255
|
|
||
Total capital expenditures on real estate assets
|
$
|
5,184
|
|
|
$
|
7,840
|
|
|
|
|
|
||||
Land and Development
|
$
|
37,762
|
|
|
$
|
30,954
|
|
Total capital expenditures on land and development assets
|
$
|
37,762
|
|
|
$
|
30,954
|
|
|
Amounts Due By Period
|
||||||||||||||||||||||
|
Total
|
|
Less Than 1
Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
5 - 10
Years
|
|
After 10
Years
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Long-Term Debt Obligations
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unsecured notes
|
$
|
1,737,500
|
|
|
$
|
—
|
|
|
$
|
675,000
|
|
|
$
|
1,062,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Secured credit facilities
|
645,125
|
|
|
6,500
|
|
|
13,000
|
|
|
625,625
|
|
|
—
|
|
|
—
|
|
||||||
Mortgages
|
634,695
|
|
|
12,538
|
|
|
180,960
|
|
|
66,139
|
|
|
362,128
|
|
|
12,930
|
|
||||||
Trust preferred securities
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||||||
Total principal maturities
|
3,117,320
|
|
|
19,038
|
|
|
868,960
|
|
|
1,754,264
|
|
|
362,128
|
|
|
112,930
|
|
||||||
Interest Payable
(1)
|
629,627
|
|
|
131,841
|
|
|
294,779
|
|
|
110,746
|
|
|
63,353
|
|
|
28,908
|
|
||||||
Loan Participations Payable
(2)
|
25,145
|
|
|
—
|
|
|
25,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Lease Obligations
(3)
|
783,946
|
|
|
6,625
|
|
|
9,913
|
|
|
7,121
|
|
|
16,818
|
|
|
743,469
|
|
||||||
Total
|
$
|
4,556,038
|
|
|
$
|
157,504
|
|
|
$
|
1,198,797
|
|
|
$
|
1,872,131
|
|
|
$
|
442,299
|
|
|
$
|
885,307
|
|
(1)
|
Variable-rate debt assumes one-month LIBOR of
2.49%
and three-month LIBOR of
2.60%
that were in effect as of
March 31, 2019
. Interest payable does not include payments that may be required under our interest rate derivatives.
|
(2)
|
Refer to Note 9 to the consolidated financial statements.
|
(3)
|
We are obligated to pay ground rent under certain operating leases; however, our tenants at the properties pay this expense directly under the terms of various subleases and these amounts are excluded from lease obligations.
|
|
As of
|
||||||||||||||
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
Collateral Assets
(1)
|
|
Non-Collateral Assets
|
|
Collateral Assets
(1)
|
|
Non-Collateral Assets
|
||||||||
Real estate, net
|
$
|
1,533,390
|
|
|
$
|
87,614
|
|
|
$
|
1,620,008
|
|
|
$
|
151,011
|
|
Real estate available and held for sale
|
219,184
|
|
|
34,152
|
|
|
1,055
|
|
|
21,496
|
|
||||
Land and development, net
|
42,300
|
|
|
574,050
|
|
|
12,300
|
|
|
585,918
|
|
||||
Loans receivable and other lending investments, net
(2)(3)
|
431,189
|
|
|
450,988
|
|
|
498,524
|
|
|
480,154
|
|
||||
Other investments
|
—
|
|
|
521,999
|
|
|
—
|
|
|
304,275
|
|
||||
Cash and other assets
|
6,601
|
|
|
757,277
|
|
|
—
|
|
|
1,329,990
|
|
||||
Total
|
$
|
2,232,664
|
|
|
$
|
2,426,080
|
|
|
$
|
2,131,887
|
|
|
$
|
2,872,844
|
|
(1)
|
The 2016 Senior Term Loan and the 2015 Revolving Credit Facility are secured only by pledges of equity of certain of our subsidiaries and not by pledges of the assets held by such subsidiaries. Such subsidiaries are subject to contractual restrictions under the terms of such credit facilities, including restrictions on incurring new debt (subject to certain exceptions). As of
March 31, 2019
, Collateral Assets includes
$406.2 million
carrying value of assets held by entities whose equity interests are pledged as collateral for the
$325.0 million
2015 Revolving Credit Facility that is undrawn as of
March 31, 2019
.
|
(2)
|
As of
March 31, 2019
and
December 31, 2018
, the amounts presented exclude general reserves for loan losses of
$12.4 million
and
$13.0 million
, respectively.
|
(3)
|
As of
March 31, 2019
and
December 31, 2018
, the amounts presented exclude loan participations of
$25.1 million
and
$22.5 million
, respectively.
|
|
Loans and Other Lending Investments
(1)
|
|
Real Estate
|
|
Other
Investments
|
|
Total
|
||||||||
Performance-Based Commitments
|
$
|
385,215
|
|
|
$
|
9,543
|
|
|
$
|
—
|
|
|
$
|
394,758
|
|
Strategic Investments
|
—
|
|
|
—
|
|
|
33,304
|
|
|
33,304
|
|
||||
Total
|
$
|
385,215
|
|
|
$
|
9,543
|
|
|
$
|
33,304
|
|
|
$
|
428,062
|
|
(1)
|
Excludes
$24.9 million
of commitments on loan participations sold that are not our obligation.
|
Change in Interest Rates
|
|
Net Income
(1)
|
||
-100 Basis Points
|
|
$
|
(2,261
|
)
|
-50 Basis Points
|
|
(1,423
|
)
|
|
-10 Basis Points
|
|
(302
|
)
|
|
Base Interest Rate
|
|
—
|
|
|
+10 Basis Points
|
|
312
|
|
|
+50 Basis Points
|
|
1,568
|
|
|
+100 Basis Points
|
|
3,138
|
|
(1)
|
We have an overall net variable-rate asset position, which results in an increase in net income when rates increase and a decrease in net income when rates decrease. As of
March 31, 2019
,
$447.6 million
of our floating rate loans have a weighted average interest rate floor of
1.1%
and
$25.1 million
of our floating rate debt obligations have a weighted average interest rate floor of
0.4%
.
|
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of a Publicly Announced Plan
|
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans
(1)
|
||||||
January 1 to January 31
|
—
|
|
$
|
—
|
|
—
|
|
$
|
41,710,022
|
|
February 1 to February 28
|
150,000
|
|
$
|
8.72
|
|
150,000
|
|
$
|
40,405,030
|
|
March 1 to March 31
|
2,116,133
|
|
$
|
8.44
|
|
2,116,133
|
|
$
|
22,580,670
|
|
(1)
|
We may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans.
|
Exhibit
Number
|
Document Description
|
1.1
|
|
4.1
|
|
10.1
|
|
10.2
|
|
31.0
|
|
32.0
|
|
101*
|
The following financial information from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019 is formatted in XBRL ("eXtensible Business Reporting Language"): (i) the Consolidated Balance Sheets (unaudited) as of March 31, 2019 and December 31, 2018, (ii) the Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2019 and 2018, (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended March 31, 2019 and 2018, (iv) the Consolidated Statements of Changes in Equity (unaudited) for the three months ended March 31, 2019 and 2018, (v) the Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2019 and 2018 and (vi) the Notes to the Consolidated Financial Statements (unaudited).
|
*
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.
|
|
|
iStar Inc.
Registrant
|
Date:
|
May 2, 2019
|
/s/ JAY SUGARMAN
|
|
|
Jay Sugarman
Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer)
|
|
|
|
|
|
iStar Inc.
Registrant
|
Date:
|
May 2, 2019
|
/s/ ANDREW C. RICHARDSON
|
|
|
Andrew C. Richardson
Chief Financial Officer (principal financial and accounting officer)
|
Date:
|
May 2, 2019
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
May 2, 2019
|
By:
|
|
/s/ ANDREW C. RICHARDSON
|
||
|
|
|
|
Name:
|
|
Andrew C. Richardson
|
|
|
|
|
Title:
|
|
Chief Financial Officer (principal financial and accounting officer)
|
Date:
|
May 2, 2019
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
May 2, 2019
|
By:
|
|
/s/ ANDREW C. RICHARDSON
|
||
|
|
|
|
Name:
|
|
Andrew C. Richardson
|
|
|
|
|
Title:
|
|
Chief Financial Officer (principal financial and accounting officer)
|