|
Maryland
|
|
95-6881527
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
1114 Avenue of the Americas, 39th Floor
|
|
|
|
New York,
|
NY
|
|
10036
|
(Address of principal executive offices)
|
|
(Zip code)
|
|
|
|
|
|
Title of each class:
|
|
Trading Symbol(s)
|
|
Name of Exchange on which registered:
|
Common Stock, $0.001 par value
|
|
STAR
|
|
New York Stock Exchange
|
8.00% Series D Cumulative Redeemable
Preferred Stock, $0.001 par value |
|
STAR-PD
|
|
New York Stock Exchange
|
7.65% Series G Cumulative Redeemable
Preferred Stock, $0.001 par value |
|
STAR-PG
|
|
New York Stock Exchange
|
7.50% Series I Cumulative Redeemable
Preferred Stock, $0.001 par value |
|
STAR-PI
|
|
New York Stock Exchange
|
Large accelerated filer
|
|
Accelerated filer
|
|
Non-accelerated filer
|
|
Smaller reporting company
|
|
Emerging growth company
|
☒
|
|
☐
|
|
☐
|
|
☐
|
|
☐
|
(1)
|
For purposes of this Annual Report only, includes all outstanding common stock other than common stock held directly by the registrant's directors and executive officers.
|
1.
|
Portions of the registrant's definitive proxy statement for the registrant's 2020 Annual Meeting, to be filed within 120 days after the close of the registrant's fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
•
|
Targeting custom-tailored opportunities where customers require flexible financial solutions and "one-call" responsiveness, such as a joint offering of a SAFE Ground Lease and an iStar leasehold loan;
|
•
|
Acquiring a fee simple interest in a commercial property that we intend to bifurcate into a SAFE Ground Lease to be acquired by SAFE and a leasehold interest which we may sell or hold for investment;
|
•
|
Avoiding commodity businesses where there is significant direct competition from other providers of capital;
|
•
|
Developing direct relationships with borrowers and corporate customers in addition to sourcing transactions through intermediaries;
|
•
|
Adding value beyond simply providing capital by offering borrowers and corporate customers specific lending and Ground Lease expertise, flexibility, certainty of closing and continuing relationships beyond the closing of a particular transaction;
|
•
|
Taking advantage of market anomalies in the real estate capital markets when, in the Company's view, credit is mispriced by other providers of capital; and
|
•
|
Evaluating relative risk adjusted returns across multiple investment markets.
|
•
|
the size of the market for Ground Leases may not meet our estimates. Potential tenants may prefer to own both the land and the improvements they intend to develop, rehabilitate or own. Negative publicity about the experience of tenants with non-Safehold Ground Leases may also discourage potential tenants;
|
•
|
as and when interest rates increase, there may be less activity generally in real estate transactions, including leasing, development and financing, and less financing available for SAFE to refinance its debt obligations or for potential tenants to finance their leasehold interests;
|
•
|
if SAFE suffers adverse business developments, the market value of our investment in SAFE will likely decline and may decline materially, the management fees we receive from SAFE may not grow as anticipated and/or SAFE may reduce its distributions to stockholders, including us, all of which may adversely affect our stock price and our ability to pay distributions;
|
•
|
there are potential conflicts of interests in our relationship with SAFE, as discussed further below under "There are various conflicts of interest in our relationship with SAFE, including our executive officers and/or directors who are also officers and/or directors of SAFE, which could result in decisions that are not in the best interests of our stockholders";
|
•
|
we have waived or elected not to seek reimbursement in full for certain expenses that we have incurred on SAFE's behalf while it is in its growth stage, and will likely continue to do so while we foster SAFE's growth; and
|
•
|
if we terminate our management agreement with SAFE for convenience, we will be prohibited from competing with SAFE for one year after such termination.
|
•
|
adverse changes in international, regional or local economic and demographic conditions;
|
•
|
tenant vacancies and market pressures to offer tenant incentives to sign or renew leases;
|
•
|
adverse changes in the financial position or liquidity of tenants;
|
•
|
the inability to collect rent from tenants;
|
•
|
tenant bankruptcies;
|
•
|
higher costs resulting from capital expenditures and property operating expenses;
|
•
|
civil disturbances, hurricanes and other natural disasters, or terrorist acts or acts of war, which may result in uninsured or underinsured losses;
|
•
|
liabilities under environmental laws;
|
•
|
risks of loss from casualty or condemnation;
|
•
|
changes in, and changes in enforcement of, laws, regulations and governmental policies, including, without limitation, health, safety, environmental, zoning and tax laws; and
|
•
|
the other risks described under "We are subject to additional risks associated with owning and developing property."
|
•
|
We must incur costs to carry these assets and in some cases make repairs to defects in construction, make improvements to, or complete the assets, which requires additional liquidity and results in additional expenses that could exceed our original estimates and impact our operating results.
|
•
|
Real estate projects are not liquid and, to the extent we need to raise liquidity through asset sales, we may be limited in our ability to sell these assets in a short-time frame.
|
•
|
Uncertainty associated with economic conditions, rezoning, obtaining governmental permits and approvals, concerns of community associations, reliance on third party contractors, increasing commodity costs and threatened or pending litigation may materially delay our completion of rehabilitation and development activities and materially increase their cost to us.
|
•
|
The values of our real estate investments are subject to a number of factors outside of our control, including changes in the general economic climate, changes in interest rates and the availability of attractive financing, over-building or decreasing demand in the markets where we own assets, and changes in law and governmental regulations.
|
•
|
Reduced Tax Rates. The highest individual U.S. federal income tax rate on ordinary income is reduced from 39.6% to 37% (through taxable years ending in 2025), and the maximum corporate income tax rate is reduced from 35% to 21%. In addition, individuals, trust, and estates that own our stock are permitted to deduct up to 20% of dividends received from us (other than dividends that are designated as capital gain dividends or qualified dividend income), generally resulting in an effective maximum U.S. federal income tax rate of 29.6% on such dividends (through taxable years ending in 2025). Further, the amount that we are required to withhold on distributions to non-U.S. stockholders that are treated as attributable to gains from our sale or exchange of U.S. real property interests is reduced from 35% to 21%.
|
•
|
Net Operating Losses. We and our TRSs may not use net operating losses generated beginning in 2018 to offset more than 80% of our taxable income (determined without regard to the dividends paid deduction). Net operating losses generated beginning in 2018 can be carried forward indefinitely but can no longer be carried back.
|
•
|
Limitation on Interest Deductions. The amount of net interest expense that certain taxpayers, including us and our TRSs, may deduct for a taxable year is limited to the sum of: (i) the taxpayer's business interest income for the taxable year; and (ii) 30% of the taxpayer's "adjusted taxable income" for the taxable year. For taxable years beginning before January 1, 2022, adjusted taxable income means earnings before interest, taxes, depreciation, and amortization ("EBITDA"); for taxable years beginning on or after January 1, 2022, adjusted taxable income is limited to earnings before interest and taxes ("EBIT"). Certain electing businesses, including electing real estate businesses, may elect out of the foregoing limitation.
|
•
|
Alternative Minimum Tax. The corporate alternative minimum tax is eliminated.
|
|
Total Number of Shares Purchased(1)
|
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)
|
||||||
October 1 to October 31, 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
50,000,000
|
|
November 1 to November 30, 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
50,000,000
|
|
December 1 to December 31, 2019
|
1,118,131
|
|
$
|
14.18
|
|
—
|
|
$
|
34,159,707
|
|
(1)
|
We may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans.
|
Plans Category
|
|
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
|
(c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
|
||
Equity compensation plans approved by security holders-restricted stock awards(1)(2)
|
|
843,089
|
|
|
N/A
|
|
2,758,215
|
|
(1)
|
Restricted Stock—The amount shown in column (a) includes 598,729 unvested restricted stock units which may vest in the future based on the employees' continued service to the Company (see Item 8—"Financial Statements and Supplemental Data—Note 15" for a more detailed description of the Company's restricted stock grants). Substantially all of the restricted stock units included in column (a) are required to be settled on a net, after-tax basis (after deducting shares for minimum required statutory withholdings); therefore, the actual number of shares issued will be less than the gross amount of the awards. The amount shown in column (a) also includes 244,360 of common stock equivalents and restricted stock awarded to our non-employee directors in consideration of their service to the Company as directors. Common stock equivalents represent rights to receive shares of common stock at the date the common stock equivalents are settled. Common stock equivalents have dividend equivalent rights beginning on the date of grant. The amount in column (c) represents the aggregate amount of stock options, shares of restricted stock units or other performance awards that could be granted under compensation plans approved by the Company's security holders after giving effect to previously issued awards of stock options, shares of restricted stock units and other performance awards (see Item 8—"Financial Statements and Supplemental Data—Note 15" for a more detailed description of the Company's Long-Term Incentive Plans).
|
(2)
|
The amount shown in column (a) does not include a currently indeterminable number of shares that may be issued upon the satisfaction of performance and vesting conditions of awards made under the Company's Performance Incentive Plan ("iPIP") approved by shareholders. In no event may the number of shares issued exceed the amount available in column (c) unless shareholders authorize additional shares (see Item 8—"Financial Statements and Supplemental Data—Note 15" for a more detailed description of iPIP.)
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(In thousands, except per share data and ratios)
|
||||||||||||||||||
OPERATING DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating lease income
|
|
$
|
206,388
|
|
|
$
|
208,192
|
|
|
$
|
187,684
|
|
|
$
|
191,180
|
|
|
$
|
211,207
|
|
Interest income
|
|
77,654
|
|
|
97,878
|
|
|
106,548
|
|
|
129,153
|
|
|
134,687
|
|
|||||
Interest income from sales-type leases(1)
|
|
20,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income
|
|
55,363
|
|
|
82,342
|
|
|
188,091
|
|
|
46,514
|
|
|
49,924
|
|
|||||
Land development revenue
|
|
119,595
|
|
|
409,710
|
|
|
196,879
|
|
|
88,340
|
|
|
100,216
|
|
|||||
Total revenue
|
|
479,496
|
|
|
798,122
|
|
|
679,202
|
|
|
455,187
|
|
|
496,034
|
|
|||||
Interest expense
|
|
183,919
|
|
|
183,751
|
|
|
194,686
|
|
|
221,398
|
|
|
224,639
|
|
|||||
Real estate expense
|
|
92,426
|
|
|
139,289
|
|
|
147,617
|
|
|
137,522
|
|
|
146,509
|
|
|||||
Land development cost of sales
|
|
109,663
|
|
|
350,181
|
|
|
180,916
|
|
|
62,007
|
|
|
67,382
|
|
|||||
Depreciation and amortization
|
|
58,259
|
|
|
58,699
|
|
|
49,033
|
|
|
51,660
|
|
|
62,045
|
|
|||||
General and administrative
|
|
98,609
|
|
|
92,135
|
|
|
98,882
|
|
|
84,027
|
|
|
81,277
|
|
|||||
Provision for (recovery of) loan losses
|
|
6,482
|
|
|
16,937
|
|
|
(5,828
|
)
|
|
(12,514
|
)
|
|
36,567
|
|
|||||
Impairment of assets
|
|
13,419
|
|
|
147,108
|
|
|
32,379
|
|
|
14,484
|
|
|
10,524
|
|
|||||
Other expense
|
|
13,120
|
|
|
6,040
|
|
|
20,954
|
|
|
5,883
|
|
|
6,374
|
|
|||||
Total costs and expenses
|
|
575,897
|
|
|
994,140
|
|
|
718,639
|
|
|
564,467
|
|
|
635,317
|
|
|||||
Income from sales of real estate
|
|
236,623
|
|
|
126,004
|
|
|
92,049
|
|
|
105,296
|
|
|
93,816
|
|
|||||
Income (loss) from operations before earnings from equity method investments and other items
|
|
140,222
|
|
|
(70,014
|
)
|
|
52,612
|
|
|
(3,984
|
)
|
|
(45,467
|
)
|
|||||
Loss on early extinguishment of debt, net
|
|
(27,724
|
)
|
|
(10,367
|
)
|
|
(14,724
|
)
|
|
(1,619
|
)
|
|
(281
|
)
|
|||||
Earnings (losses) from equity method investments
|
|
41,849
|
|
|
(5,007
|
)
|
|
13,015
|
|
|
77,349
|
|
|
32,153
|
|
|||||
Selling profit from sales-type leases(1)
|
|
180,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on consolidation of equity method investment(1)
|
|
—
|
|
|
67,877
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income (loss) from continuing operations before income taxes
|
|
334,763
|
|
|
(17,511
|
)
|
|
50,903
|
|
|
71,746
|
|
|
(13,595
|
)
|
|||||
Income tax (expense) benefit
|
|
(438
|
)
|
|
(815
|
)
|
|
948
|
|
|
10,166
|
|
|
(7,639
|
)
|
|||||
Income (loss) from continuing operations
|
|
334,325
|
|
|
(18,326
|
)
|
|
51,851
|
|
|
81,912
|
|
|
(21,234
|
)
|
|||||
Income from discontinued operations
|
|
—
|
|
|
—
|
|
|
4,939
|
|
|
18,270
|
|
|
15,077
|
|
|||||
Gain from discontinued operations
|
|
—
|
|
|
—
|
|
|
123,418
|
|
|
—
|
|
|
—
|
|
|||||
Net income (loss)
|
|
334,325
|
|
|
(18,326
|
)
|
|
180,208
|
|
|
100,182
|
|
|
(6,157
|
)
|
|||||
Net (income) loss attributable to noncontrolling interests
|
|
(10,283
|
)
|
|
(13,936
|
)
|
|
(4,526
|
)
|
|
(4,876
|
)
|
|
3,722
|
|
|||||
Net income (loss) attributable to iStar Inc.
|
|
324,042
|
|
|
(32,262
|
)
|
|
175,682
|
|
|
95,306
|
|
|
(2,435
|
)
|
|||||
Preferred dividends
|
|
(32,495
|
)
|
|
(32,495
|
)
|
|
(64,758
|
)
|
|
(51,320
|
)
|
|
(51,320
|
)
|
|||||
Net (income) loss allocable to HPU holders and Participating Security holders(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
1,080
|
|
|||||
Net income (loss) allocable to common shareholders
|
|
$
|
291,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
110,924
|
|
|
$
|
43,972
|
|
|
$
|
(52,675
|
)
|
Per common share data(3):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) attributable to iStar Inc. from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
4.51
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.79
|
)
|
Diluted
|
|
$
|
3.73
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.79
|
)
|
Net income (loss) attributable to iStar Inc.:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
4.51
|
|
|
$
|
(0.95
|
)
|
|
$
|
1.56
|
|
|
$
|
0.60
|
|
|
$
|
(0.62
|
)
|
Diluted
|
|
$
|
3.73
|
|
|
$
|
(0.95
|
)
|
|
$
|
1.56
|
|
|
$
|
0.60
|
|
|
$
|
(0.62
|
)
|
Dividends declared per common share
|
|
$
|
0.39
|
|
|
$
|
0.18
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Refer to Note 3 and Note 5 for more information on "Interest income from sales-type leases" and "Selling profit from sales-type leases." Refer to Note 8 for more information on "Gain on consolidation of equity method investment."
|
(2)
|
All of the Company's outstanding HPUs were repurchased and retired on August 13, 2015. Participating Security holders were non-employee directors who held unvested common stock equivalents and restricted stock awards granted under the Company's Long Term Incentive Plans that were eligible to participate in dividends (see Item 8—"Financial Statements and Supplemental Data—Note 15 and 16).
|
(3)
|
See Item 8—"Financial Statements and Supplemental Data—Note 16."
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Weighted average common shares outstanding—basic
|
|
64,696
|
|
|
67,958
|
|
|
71,021
|
|
|
73,453
|
|
|
84,987
|
|
|||||
Weighted average common shares outstanding—diluted
|
|
80,666
|
|
|
67,958
|
|
|
71,021
|
|
|
73,835
|
|
|
84,987
|
|
|||||
Cash flows from (used in):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
|
$
|
(45,625
|
)
|
|
$
|
(24,128
|
)
|
|
$
|
101,543
|
|
|
$
|
29,489
|
|
|
$
|
(57,827
|
)
|
Investing activities
|
|
(398,096
|
)
|
|
778,859
|
|
|
263,071
|
|
|
465,028
|
|
|
191,578
|
|
|||||
Financing activities
|
|
(178,629
|
)
|
|
(457,939
|
)
|
|
(41,480
|
)
|
|
(877,655
|
)
|
|
112,185
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total real estate
|
|
$
|
1,535,869
|
|
|
$
|
1,793,570
|
|
|
$
|
1,350,619
|
|
|
$
|
1,624,805
|
|
|
$
|
1,776,890
|
|
Net investment in leases(1)
|
|
418,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Land and development, net
|
|
580,545
|
|
|
598,218
|
|
|
860,311
|
|
|
945,565
|
|
|
1,001,963
|
|
|||||
Loans receivable and other lending investments, net
|
|
827,861
|
|
|
988,224
|
|
|
1,300,655
|
|
|
1,450,439
|
|
|
1,601,985
|
|
|||||
Total assets
|
|
5,085,109
|
|
|
5,014,277
|
|
|
4,731,078
|
|
|
4,825,514
|
|
|
5,597,792
|
|
|||||
Debt obligations, net
|
|
3,387,080
|
|
|
3,609,086
|
|
|
3,476,400
|
|
|
3,389,908
|
|
|
4,118,823
|
|
|||||
Total equity(2)
|
|
1,237,960
|
|
|
1,064,115
|
|
|
914,249
|
|
|
1,059,684
|
|
|
1,101,330
|
|
(1)
|
Refer to Note 5.
|
(2)
|
Total equity includes $197.5 million and $201.1 million, respectively, of noncontrolling interests as of December 31, 2019 and 2018.
|
•
|
Improved Credit Profile: In 2019, we refinanced or repaid an aggregate $1.5 billion of indebtedness, primarily using net proceeds from issuances of $1.325 billion in aggregate principal amount of new unsecured notes in capital markets transactions and proceeds from asset sales. In addition, a purchaser of a portfolio of net lease assets assumed $228.0 million of indebtedness collateralized by those assets (refer to Note 4). Through these transactions we reduced our interest costs and improved our debt maturity. We have no corporate debt maturities through September 2022. We also enhanced our equity base with the issuance of approximately 16.5 million shares of common stock upon conversions of our Series J preferred stock by the holders thereof. Our efforts to improve our credit profile have resulted in one or more ratings upgrades from each of the three principal national ratings agencies since the third quarter of 2017.
|
•
|
Simplifying Our Business: During 2019, we further reduced the size of our legacy asset portfolio by 10% based on gross book value. As of December 31, 2019, the aggregate gross book value of our legacy asset portfolio was $901 million. We intend to continue to reduce the size of the legacy portfolio. We have used the net proceeds from these sales to make additional investments in our Ground Lease business, to pay down debt and for other working capital purposes and we expect these trends to continue.
|
•
|
Scaling Our Ground Lease Business: In early 2019, we announced that we would focus our new business activities on scaling our Ground Lease business. In January 2019, we made an additional $250.0 million equity investment in SAFE at a price of $20.00 per share, amended and restated our management agreement with SAFE and entered into certain governance arrangements with SAFE. Since that January 2019 transaction, we participated alongside public investors in two equity offerings by SAFE in which we invested an aggregate $298.0 million. SAFE invested the net proceeds of these equity offerings in additional Ground Leases and increased its portfolio from $947 million as of December 31, 2018 to $2.7 billion as of December 31, 2019. As of December 31, 2019, we owned 65.2% of SAFE's outstanding common stock and the market value of our shares of SAFE was $1.3 billion. We believe that our Ground Lease strategy is consistent with our history of innovation in the commercial real estate finance and net lease sectors.
|
Property/Collateral Types
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land & Development
|
|
Total
|
|
% of
Total |
|||||||||||
Office / Industrial
|
|
$
|
65,037
|
|
|
$
|
1,177,949
|
|
|
$
|
97,941
|
|
|
$
|
—
|
|
|
$
|
1,340,927
|
|
|
28.5
|
%
|
Entertainment / Leisure
|
|
—
|
|
|
932,119
|
|
|
16,068
|
|
|
—
|
|
|
948,187
|
|
|
20.1
|
%
|
|||||
Ground Leases
|
|
—
|
|
|
762,301
|
|
|
—
|
|
|
—
|
|
|
762,301
|
|
|
16.2
|
%
|
|||||
Land and Development
|
|
93,721
|
|
|
—
|
|
|
—
|
|
|
633,019
|
|
|
726,740
|
|
|
15.4
|
%
|
|||||
Mixed Use / Mixed Collateral
|
|
209,991
|
|
|
—
|
|
|
39,538
|
|
|
—
|
|
|
249,529
|
|
|
5.3
|
%
|
|||||
Hotel
|
|
167,137
|
|
|
—
|
|
|
76,749
|
|
|
—
|
|
|
243,886
|
|
|
5.2
|
%
|
|||||
Multifamily
|
|
130,014
|
|
|
—
|
|
|
33,241
|
|
|
—
|
|
|
163,255
|
|
|
3.5
|
%
|
|||||
Condominium
|
|
79,826
|
|
|
—
|
|
|
8,650
|
|
|
—
|
|
|
88,476
|
|
|
1.9
|
%
|
|||||
Other Property Types
|
|
23,896
|
|
|
57,348
|
|
|
—
|
|
|
—
|
|
|
81,244
|
|
|
1.7
|
%
|
|||||
Retail
|
|
20,833
|
|
|
—
|
|
|
40,229
|
|
|
—
|
|
|
61,062
|
|
|
1.3
|
%
|
|||||
Strategic Investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,254
|
|
|
0.9
|
%
|
|||||
Total
|
|
$
|
790,455
|
|
|
$
|
2,929,717
|
|
|
$
|
312,416
|
|
|
$
|
633,019
|
|
|
$
|
4,708,861
|
|
|
100.0
|
%
|
Geographic Region
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land & Development
|
|
Total
|
|
% of
Total |
|||||||||||
Northeast
|
|
$
|
305,084
|
|
|
$
|
813,333
|
|
|
$
|
93,173
|
|
|
$
|
309,268
|
|
|
$
|
1,520,858
|
|
|
32.4
|
%
|
West
|
|
253,215
|
|
|
476,128
|
|
|
56,380
|
|
|
73,295
|
|
|
859,018
|
|
|
18.2
|
%
|
|||||
Mid-Atlantic
|
|
12,543
|
|
|
477,829
|
|
|
—
|
|
|
128,417
|
|
|
618,789
|
|
|
13.1
|
%
|
|||||
Southwest
|
|
14,889
|
|
|
408,641
|
|
|
105,163
|
|
|
50,915
|
|
|
579,608
|
|
|
12.3
|
%
|
|||||
Central
|
|
70,733
|
|
|
418,582
|
|
|
44,691
|
|
|
31,500
|
|
|
565,506
|
|
|
12.0
|
%
|
|||||
Southeast
|
|
49,012
|
|
|
325,758
|
|
|
13,009
|
|
|
39,624
|
|
|
427,403
|
|
|
9.1
|
%
|
|||||
Various
|
|
84,979
|
|
|
9,446
|
|
|
—
|
|
|
—
|
|
|
94,425
|
|
|
2.0
|
%
|
|||||
Strategic Investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,254
|
|
|
0.9
|
%
|
|||||
Total
|
|
$
|
790,455
|
|
|
$
|
2,929,717
|
|
|
$
|
312,416
|
|
|
$
|
633,019
|
|
|
$
|
4,708,861
|
|
|
100.0
|
%
|
|
As of December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Total
|
|
% of Total
|
|
Total
|
|
% of Total
|
||||||
Performing loans:
|
|
|
|
|
|
|
|
||||||
Senior mortgages
|
$
|
534,765
|
|
|
64.1
|
%
|
|
$
|
694,025
|
|
|
69.4
|
%
|
Corporate/partnership loans
|
119,818
|
|
|
14.4
|
%
|
|
148,583
|
|
|
14.8
|
%
|
||
Subordinate mortgages
|
10,876
|
|
|
1.3
|
%
|
|
10,161
|
|
|
1.0
|
%
|
||
Subtotal
|
665,459
|
|
|
79.8
|
%
|
|
852,769
|
|
|
85.2
|
%
|
||
Non-performing loans(1):
|
|
|
|
|
|
|
|
||||||
Senior mortgages
|
16,119
|
|
|
1.9
|
%
|
|
26,329
|
|
|
2.6
|
%
|
||
Subtotal
|
16,119
|
|
|
1.9
|
%
|
|
26,329
|
|
|
2.6
|
%
|
||
Total carrying value of loans
|
681,578
|
|
|
81.7
|
%
|
|
879,098
|
|
|
87.8
|
%
|
||
Other lending investments(2)
|
153,216
|
|
|
18.3
|
%
|
|
122,126
|
|
|
12.2
|
%
|
||
Total carrying value
|
834,794
|
|
|
100.0
|
%
|
|
1,001,224
|
|
|
100.0
|
%
|
||
General reserve for loan losses
|
(6,933
|
)
|
|
|
|
(13,000
|
)
|
|
|
|
|||
Total loans receivable and other lending investments, net
|
$
|
827,861
|
|
|
|
|
|
$
|
988,224
|
|
|
|
|
(1)
|
Non-performing loans are presented net of asset-specific loan loss reserves of $21.7 million and $40.4 million, respectively, as of December 31, 2019 and 2018.
|
(2)
|
As of December 31, 2019, includes a $44.3 million financing receivable related to the acquisition of bowling centers from one of our lessees (refer to Note 5).
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||
|
|
Carrying
Value
|
|
%
of Total
|
|
Weighted
Average
Accrual Rate
|
|
Carrying
Value
|
|
%
of Total
|
|
Weighted
Average
Accrual Rate
|
||||||||
Fixed-rate loans and other lending investments
|
|
$
|
207,422
|
|
|
24.9
|
%
|
|
7.2
|
%
|
|
$
|
179,122
|
|
|
17.9
|
%
|
|
7.7
|
%
|
Variable-rate loans(1)
|
|
611,253
|
|
|
73.2
|
%
|
|
6.2
|
%
|
|
795,772
|
|
|
79.5
|
%
|
|
6.2
|
%
|
||
Non-performing loans(2)
|
|
16,119
|
|
|
1.9
|
%
|
|
N/A
|
|
|
26,330
|
|
|
2.6
|
%
|
|
N/A
|
|
||
Total carrying value
|
|
834,794
|
|
|
100.0
|
%
|
|
|
|
1,001,224
|
|
|
100.0
|
%
|
|
|
|
|||
General reserve for loan losses
|
|
(6,933
|
)
|
|
|
|
|
|
(13,000
|
)
|
|
|
|
|
|
|||||
Total loans receivable and other lending investments, net
|
|
$
|
827,861
|
|
|
|
|
|
|
$
|
988,224
|
|
|
|
|
|
|
|
(1)
|
As of December 31, 2019 and 2018, includes $400.4 million and $461.3 million, respectively, of loans with a weighted average LIBOR floor of 1.3% and 1.1%, respectively.
|
(2)
|
Non-performing loans are presented net of asset-specific loan loss reserves of $21.7 million and $40.4 million, respectively, as of December 31, 2019 and 2018.
|
Year of Maturity(1)
|
|
Number of
Loans
Maturing
|
|
Carrying
Value
|
|
%
of Total
|
||||
2020
|
|
9
|
|
|
$
|
322,194
|
|
|
38.6
|
%
|
2021
|
|
11
|
|
|
327,673
|
|
|
39.2
|
%
|
|
2022
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
2023
|
|
1
|
|
|
84,981
|
|
|
10.2
|
%
|
|
2024
|
|
1
|
|
|
4,715
|
|
|
0.6
|
%
|
|
2025 and thereafter
|
|
2
|
|
|
34,773
|
|
|
4.2
|
%
|
|
Total performing loans and other securities
|
|
24
|
|
|
$
|
774,336
|
|
|
92.8
|
%
|
Other lending investments
|
|
2
|
|
|
44,339
|
|
|
5.3
|
%
|
|
Non-performing loans(2)
|
|
1
|
|
|
16,119
|
|
|
1.9
|
%
|
|
Total carrying value
|
|
27
|
|
|
$
|
834,794
|
|
|
100.0
|
%
|
General reserve for loan losses
|
|
|
|
|
(6,933
|
)
|
|
|
|
|
Total loans receivable and other lending investments, net
|
|
|
|
|
$
|
827,861
|
|
|
|
|
(1)
|
Year of maturity represents the initial maturity and does not include any extension options. As of December 31, 2019, our real estate finance portfolio had a weighted average remaining term, exclusive of any borrower extension options, of 2.3 years.
|
(2)
|
Non-performing loans are presented net of asset-specific loan loss reserves of $21.7 million.
|
|
December 31, 2019
|
|||||||||||||||||
|
Number
|
|
Gross Carrying Value
|
|
Reserve for Loan Losses
|
|
Carrying Value
|
|
% of Total
|
|
Reserve for Loan Losses as a % of Gross Carrying Value
|
|||||||
Performing loans
|
22
|
|
|
$
|
665,460
|
|
|
$
|
(6,933
|
)
|
|
$
|
658,527
|
|
|
97.6%
|
|
1.0%
|
Non-performing loans
|
1
|
|
|
37,820
|
|
|
(21,701
|
)
|
|
16,119
|
|
|
2.4%
|
|
57.4%
|
|||
Total
|
23
|
|
|
$
|
703,280
|
|
|
$
|
(28,634
|
)
|
|
$
|
674,646
|
|
|
100.0%
|
|
4.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
December 31, 2018
|
|||||||||||||||||
|
Number
|
|
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%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Senior mortgages
|
$
|
534,765
|
|
|
$
|
694,025
|
|
Corporate/Partnership loans
|
119,818
|
|
|
148,583
|
|
||
Subordinate mortgages
|
10,877
|
|
|
10,160
|
|
||
Total
|
$
|
665,460
|
|
|
$
|
852,768
|
|
|
|
|
|
||||
Weighted average LTV
|
61
|
%
|
|
63
|
%
|
||
Yield
|
8.8
|
%
|
|
9.2
|
%
|
•
|
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
|
•
|
provides us certain preemptive rights.
|
|
|
Consolidated
Real Estate(1)
|
|
Net Lease
Venture II
|
|
SAFE
|
||||||
Ownership %
|
|
100.0
|
%
|
|
51.9
|
%
|
|
65.2
|
%
|
|||
Gross book value (millions)(2)
|
|
$
|
2,153
|
|
|
$
|
139
|
|
|
$
|
2,634
|
|
|
|
|
|
|
|
|
||||||
% Leased
|
|
99.2
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Square feet (thousands)
|
|
15,917
|
|
|
1,998
|
|
|
N/A
|
||||
Weighted average lease term (years)(3)
|
|
17.6
|
|
|
6.7
|
|
|
89.7
|
|
|||
Weighted average yield(4)
|
|
7.9
|
%
|
|
10.5
|
%
|
|
4.4
|
%
|
(2)
|
Gross book value represents the acquisition cost of real estate and any additional capital invested into the property by us. For SAFE, includes its 54.8% pro rata share of its unconsolidated equity method investment.
|
(3)
|
Weighted average lease term is calculated using GAAP rent and the initial maturity and does not include extension options. For SAFE, includes its 54.8% pro rata share of its unconsolidated equity method investment.
|
Year of Lease Expiration
|
|
Number of
Leases Expiring |
|
Annualized In-Place
Operating Lease Income and Interest Income from
Sales-type Leases
|
|
% of Annualized
In-Place
Operating Lease Income and Interest Income from Sales-type Leases |
|
% of Total
Revenue(1) |
|
Square Feet of Leases Expiring (in thousands)
|
||||||
2020
|
|
1
|
|
|
$
|
2,228
|
|
|
1.2
|
%
|
|
0.4
|
%
|
|
153
|
|
2021
|
|
2
|
|
|
4,087
|
|
|
2.3
|
%
|
|
0.8
|
%
|
|
133
|
|
|
2022
|
|
1
|
|
|
7,204
|
|
|
4.0
|
%
|
|
1.4
|
%
|
|
484
|
|
|
2023
|
|
2
|
|
|
3,953
|
|
|
2.2
|
%
|
|
0.8
|
%
|
|
29
|
|
|
2024
|
|
2
|
|
|
5,746
|
|
|
3.2
|
%
|
|
1.1
|
%
|
|
235
|
|
|
2025
|
|
1
|
|
|
7,383
|
|
|
4.1
|
%
|
|
1.4
|
%
|
|
410
|
|
|
2026
|
|
5
|
|
|
10,129
|
|
|
5.6
|
%
|
|
2.0
|
%
|
|
640
|
|
|
2027
|
|
1
|
|
|
622
|
|
|
0.3
|
%
|
|
0.1
|
%
|
|
153
|
|
|
2028
|
|
3
|
|
|
1,948
|
|
|
1.1
|
%
|
|
0.4
|
%
|
|
189
|
|
|
2029
|
|
1
|
|
|
5,768
|
|
|
3.2
|
%
|
|
1.1
|
%
|
|
396
|
|
|
2030 and thereafter
|
|
18
|
|
|
131,912
|
|
|
72.8
|
%
|
|
25.6
|
%
|
|
13,095
|
|
|
Total
|
|
37
|
|
|
$
|
180,980
|
|
|
100.0
|
%
|
|
35.1
|
%
|
|
15,917
|
|
Weighted average remaining lease term (in years)(2)
|
|
17.6
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the percentage of annualized operating lease income and interest income from sales-type leases for leases in-place as a percentage of annualized total revenue.
|
(2)
|
Represents the initial maturity and does not include extension options.
|
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Real estate, at cost
|
|
$
|
214,048
|
|
|
$
|
252,323
|
|
Less: accumulated depreciation
|
|
(13,911
|
)
|
|
(17,798
|
)
|
||
Real estate, net
|
|
$
|
200,137
|
|
|
$
|
234,525
|
|
Real estate available and held for sale
|
|
8,650
|
|
|
21,496
|
|
||
Other investments
|
|
61,686
|
|
|
65,643
|
|
||
Total portfolio assets
|
|
$
|
270,473
|
|
|
$
|
321,664
|
|
Year of Lease Expiration
|
|
Number of
Leases Expiring |
|
Annualized In-Place
Operating Lease Income |
|
% of In-Place
Operating Lease Income |
|
% of Total
Revenue(1) |
|
Square Feet of Leases Expiring (in thousands)
|
||||||
2020(2)
|
|
48
|
|
|
$
|
950
|
|
|
11.0
|
%
|
|
0.2
|
%
|
|
11
|
|
2021
|
|
11
|
|
|
375
|
|
|
4.3
|
%
|
|
0.1
|
%
|
|
9
|
||
2022
|
|
18
|
|
|
491
|
|
|
5.7
|
%
|
|
0.1
|
%
|
|
9
|
||
2023
|
|
7
|
|
|
177
|
|
|
2.0
|
%
|
|
—
|
%
|
|
4
|
||
2024
|
|
1
|
|
|
118
|
|
|
1.4
|
%
|
|
—
|
%
|
|
1
|
||
2025
|
|
9
|
|
|
1,213
|
|
|
14.0
|
%
|
|
0.2
|
%
|
|
39
|
||
2026
|
|
3
|
|
|
427
|
|
|
4.9
|
%
|
|
0.1
|
%
|
|
10
|
||
2027
|
|
37
|
|
|
3,851
|
|
|
44.6
|
%
|
|
0.7
|
%
|
|
33
|
||
2028
|
|
1
|
|
|
87
|
|
|
1.0
|
%
|
|
0.1
|
%
|
|
2
|
||
2029
|
|
2
|
|
|
888
|
|
|
10.4
|
%
|
|
0.2
|
%
|
|
17
|
||
2030 and thereafter
|
|
1
|
|
|
63
|
|
|
0.7
|
%
|
|
—
|
%
|
|
2
|
||
Total
|
|
138
|
|
|
$
|
8,640
|
|
|
100.0
|
%
|
|
1.7
|
%
|
|
137
|
|
Weighted average remaining lease term (in years)
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Reflects the percentage of annualized operating lease income for leases in-place as a percentage of annualized total revenue.
|
(2)
|
Includes office leases expiring in commercial properties as well as month-to-month and short term license agreements within our retail properties.
|
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Land and development, net
|
|
$
|
580,545
|
|
|
$
|
598,218
|
|
Other investments
|
|
42,866
|
|
|
65,312
|
|
||
Total
|
|
$
|
623,411
|
|
|
$
|
663,530
|
|
(2)
|
Represents gross book value of the assets sold, rather than proceeds received.
|
(3)
|
For Asbury Ocean Club and Asbury Park Waterfront, other represents assets transferred to the operating properties segment. For All Others, includes the acquisition of a land and development asset from an unconsolidated entity in which we owned a noncontrolling 50% equity interest (refer to Note 6).
|
|
For the Years Ended
December 31, |
|
|
||||||||
|
2019
|
|
2018
|
|
$ Change
|
||||||
|
(in thousands)
|
||||||||||
Operating lease income
|
$
|
206,388
|
|
|
$
|
208,192
|
|
|
$
|
(1,804
|
)
|
Interest income
|
77,654
|
|
|
97,878
|
|
|
(20,224
|
)
|
|||
Interest income from sales-type leases
|
20,496
|
|
|
—
|
|
|
20,496
|
|
|||
Other income
|
55,363
|
|
|
82,342
|
|
|
(26,979
|
)
|
|||
Land development revenue
|
119,595
|
|
|
409,710
|
|
|
(290,115
|
)
|
|||
Total revenue
|
479,496
|
|
|
798,122
|
|
|
(318,626
|
)
|
|||
Interest expense
|
183,919
|
|
|
183,751
|
|
|
168
|
|
|||
Real estate expenses
|
92,426
|
|
|
139,289
|
|
|
(46,863
|
)
|
|||
Land development cost of sales
|
109,663
|
|
|
350,181
|
|
|
(240,518
|
)
|
|||
Depreciation and amortization
|
58,259
|
|
|
58,699
|
|
|
(440
|
)
|
|||
General and administrative
|
98,609
|
|
|
92,135
|
|
|
6,474
|
|
|||
Provision for loan losses
|
6,482
|
|
|
16,937
|
|
|
(10,455
|
)
|
|||
Impairment of assets
|
13,419
|
|
|
147,108
|
|
|
(133,689
|
)
|
|||
Other expense
|
13,120
|
|
|
6,040
|
|
|
7,080
|
|
|||
Total costs and expenses
|
575,897
|
|
|
994,140
|
|
|
(418,243
|
)
|
|||
Income from sales of real estate
|
236,623
|
|
|
126,004
|
|
|
110,619
|
|
|||
Loss on early extinguishment of debt, net
|
(27,724
|
)
|
|
(10,367
|
)
|
|
(17,357
|
)
|
|||
Earnings (losses) from equity method investments
|
41,849
|
|
|
(5,007
|
)
|
|
46,856
|
|
|||
Selling profit from sales-type leases
|
180,416
|
|
|
—
|
|
|
180,416
|
|
|||
Gain from consolidation of equity method investment
|
—
|
|
|
67,877
|
|
|
(67,877
|
)
|
|||
Income tax benefit (expense)
|
(438
|
)
|
|
(815
|
)
|
|
377
|
|
|||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
(18,326
|
)
|
|
$
|
352,651
|
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
Net Lease(1)
|
|
$
|
177.7
|
|
|
$
|
152.0
|
|
|
$
|
25.7
|
|
Operating Properties(2)
|
|
28.4
|
|
|
55.7
|
|
|
(27.3
|
)
|
|||
Land and Development
|
|
0.3
|
|
|
0.5
|
|
|
(0.2
|
)
|
|||
Total
|
|
$
|
206.4
|
|
|
$
|
208.2
|
|
|
$
|
(1.8
|
)
|
(1)
|
Change primarily due to a $42.6 million increase from the consolidation of the Net Lease Venture on June 30, 2018, an increase of $17.0 million from acquiring new assets in 2019, partially offset by a decrease of $15.8 million from the reclassification of certain operating leases as sales-type leases in May 2019 (refer to Note 5) and $18.1 million from asset sales and lease amendments.
|
(2)
|
Change primarily due to asset sales in 2019 and 2018.
|
|
|
2019
|
|
2018
|
||||
Operating lease income
|
|
$
|
85.1
|
|
|
$
|
84.7
|
|
Rent per square foot
|
|
$
|
8.78
|
|
|
$
|
8.63
|
|
Occupancy(1)
|
|
98.8
|
%
|
|
99.5
|
%
|
(1)
|
Occupancy as of December 31, 2019 and 2018.
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
Operating Properties(1)
|
|
$
|
35.3
|
|
|
$
|
80.6
|
|
|
$
|
(45.3
|
)
|
Land and Development(2)
|
|
32.3
|
|
|
41.7
|
|
|
(9.4
|
)
|
|||
Net Lease(3)
|
|
24.8
|
|
|
17.0
|
|
|
7.8
|
|
|||
Total
|
|
$
|
92.4
|
|
|
$
|
139.3
|
|
|
$
|
(46.9
|
)
|
(1)
|
Change primarily due to a sale of assets, partially offset by new assets beginning operations in 2019.
|
(2)
|
Change primarily due to asset sales, a decrease in legal costs at certain properties and other properties being moved to operating properties after beginning operations, partially offset by new land and development assets and an increase in marketing costs at certain of our properties.
|
(3)
|
Change primarily due to acquiring new assets in 2019 and the consolidation of the Net Lease Venture on June 30, 2018, partially offset by asset sales.
|
|
|
Year Ended
December 31,
|
|
|
||||||||
|
|
2019
|
|
2018
|
|
Change
|
||||||
Payroll and related costs
|
|
$
|
32.6
|
|
|
$
|
34.9
|
|
|
$
|
(2.3
|
)
|
Performance based compensation(1)
|
|
45.7
|
|
|
30.8
|
|
|
14.9
|
|
|||
Severance costs(2)
|
|
—
|
|
|
5.3
|
|
|
(5.3
|
)
|
|||
Occupancy costs
|
|
4.4
|
|
|
5.2
|
|
|
(0.8
|
)
|
|||
Public company costs
|
|
5.6
|
|
|
5.0
|
|
|
0.6
|
|
|||
Other
|
|
10.3
|
|
|
10.9
|
|
|
(0.6
|
)
|
|||
Total
|
|
$
|
98.6
|
|
|
$
|
92.1
|
|
|
$
|
6.5
|
|
(1)
|
For the years ended December 31, 2019 and 2018, includes performance based compensation related to our Performance Incentive Plans and Annual Incentive Plan. Please refer to Note 15 - Stock-Based Compensation Plans and Employee Benefits for a description of the Performance Incentive Plans.
|
(2)
|
Represents costs associated with terminated employees.
|
|
|
2019
|
|
2018
|
|
Change
|
||||||
Net Lease(1)
|
|
$
|
224.7
|
|
|
$
|
45.0
|
|
|
$
|
179.7
|
|
Operating Properties
|
|
11.9
|
|
|
81.0
|
|
|
(69.1
|
)
|
|||
Total income from sales of real estate
|
|
$
|
236.6
|
|
|
$
|
126.0
|
|
|
$
|
110.6
|
|
(1)
|
During the year ended December 31, 2019, we sold a portfolio of net lease assets with an aggregate carrying value of $220.4 million and recognized gains of $219.7 million in "Income from sales of real estate" in our consolidated statements of operations.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Adjusted Income
|
|
|
|
|
|
||||||
Net income (loss) allocable to common shareholders
|
$
|
291,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
110,924
|
|
Add: Depreciation and amortization(1)
|
58,925
|
|
|
68,056
|
|
|
60,828
|
|
|||
Add/Less: Provision for (recovery of) loan losses
|
6,482
|
|
|
16,937
|
|
|
(5,828
|
)
|
|||
Add: Impairment of assets(2)
|
13,419
|
|
|
163,765
|
|
|
32,379
|
|
|||
Add: Stock-based compensation expense
|
30,436
|
|
|
17,563
|
|
|
18,812
|
|
|||
Add: Loss on early extinguishment of debt, net
|
7,118
|
|
|
4,318
|
|
|
3,065
|
|
|||
Add: Non-cash interest expense on senior convertible notes
|
4,984
|
|
|
4,733
|
|
|
1,255
|
|
|||
Add: Premium on redemption of preferred stock
|
—
|
|
|
—
|
|
|
16,314
|
|
|||
Add: Deferred gain on sale(3)
|
—
|
|
|
—
|
|
|
55,500
|
|
|||
Less: Losses on charge-offs and dispositions(4)
|
(121,576
|
)
|
|
(67,506
|
)
|
|
(23,130
|
)
|
|||
Adjusted income allocable to common shareholders(3)
|
$
|
291,335
|
|
|
$
|
143,109
|
|
|
$
|
270,119
|
|
(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 also includes impairments on equity method investments recorded in "Earnings from equity method investments" in our consolidated statements of operations.
|
(3)
|
Adjusted Income for the year ended December 31, 2018, as previously reported, included a $75.9 million add-back attributable to aggregate deferred gains on our retained interests in entities to which we sold or contributed properties prior to 2018 and a $3.3 million add-back for depreciation related to such properties. We recognized those gains in our GAAP retained earnings as of January 1, 2018 when we adopted a new accounting standard that mandated such recognition. We retrospectively modified our presentation of Adjusted Income for 2018 and 2017, as shown in the table above, to reflect the effects of the dispositions in the periods in which they occurred. Adjusted Income for the year ended December 31, 2017 shown in the table above includes $55.5 million of the aggregate deferred gain, which resulted from the sale of our Ground Lease business to SAFE in the second quarter of 2017. The remaining $23.7 million of the aggregate deferred gains are not shown in the table above because the disposition transactions occurred prior to 2017. Adjusted Income as previously reported (i.e., prior to the retrospective modification) for the years ended December 31, 2018 and 2017 was $222.3 million and $214.6 million, respectively.
|
(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 in Adjusted Income.
|
|
For the Years Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating Properties
|
$
|
6,397
|
|
|
$
|
26,016
|
|
Net Lease
|
33,549
|
|
|
34,479
|
|
||
Total capital expenditures on real estate assets
|
$
|
39,946
|
|
|
$
|
60,495
|
|
|
|
|
|
||||
Land and Development
|
$
|
117,514
|
|
|
$
|
128,543
|
|
Total capital expenditures on land and development assets
|
$
|
117,514
|
|
|
$
|
128,543
|
|
|
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)
|
$
|
2,123,045
|
|
|
$
|
—
|
|
|
$
|
798,045
|
|
|
$
|
775,000
|
|
|
$
|
550,000
|
|
|
$
|
—
|
|
Secured credit facilities
|
491,875
|
|
|
—
|
|
|
—
|
|
|
491,875
|
|
|
—
|
|
|
—
|
|
||||||
Mortgages
|
721,118
|
|
|
13,633
|
|
|
223,414
|
|
|
22,649
|
|
|
451,878
|
|
|
9,544
|
|
||||||
Trust preferred securities
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||||||
Total principal maturities
|
3,436,038
|
|
|
13,633
|
|
|
1,021,459
|
|
|
1,289,524
|
|
|
1,001,878
|
|
|
109,544
|
|
||||||
Interest Payable(2)
|
719,926
|
|
|
144,931
|
|
|
291,952
|
|
|
177,819
|
|
|
84,027
|
|
|
21,197
|
|
||||||
Loan Participations Payable(3)
|
35,656
|
|
|
35,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Lease Obligations(4)
|
1,611,714
|
|
|
9,553
|
|
|
13,998
|
|
|
12,889
|
|
|
32,393
|
|
|
1,542,881
|
|
||||||
Total
|
$
|
5,803,334
|
|
|
$
|
203,773
|
|
|
$
|
1,327,409
|
|
|
$
|
1,480,232
|
|
|
$
|
1,118,298
|
|
|
$
|
1,673,622
|
|
(1)
|
We repaid the remaining $110.5 million aggregate principal amount of the 6.00% senior unsecured notes due 2022 in January 2020 (refer to 11).
|
(2)
|
Variable-rate debt assumes one-month LIBOR of 1.76% and three-month LIBOR of 1.91% that were in effect as of December 31, 2019.
|
(3)
|
Refer to Note 10 to the consolidated financial statements.
|
(4)
|
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 December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
||||||||
Real estate, net
|
$
|
1,409,585
|
|
|
$
|
117,634
|
|
|
$
|
1,620,008
|
|
|
$
|
151,011
|
|
Real estate available and held for sale
|
—
|
|
|
8,650
|
|
|
1,055
|
|
|
21,496
|
|
||||
Net investment in leases
|
418,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Land and development, net
|
—
|
|
|
580,545
|
|
|
12,300
|
|
|
585,918
|
|
||||
Loans receivable and other lending investments, net(2)(3)
|
233,104
|
|
|
566,050
|
|
|
498,524
|
|
|
480,154
|
|
||||
Other investments
|
—
|
|
|
907,875
|
|
|
—
|
|
|
304,275
|
|
||||
Cash and other assets
|
—
|
|
|
814,044
|
|
|
—
|
|
|
1,329,990
|
|
||||
Total
|
$
|
2,061,604
|
|
|
$
|
2,994,798
|
|
|
$
|
2,131,887
|
|
|
$
|
2,872,844
|
|
(1)
|
The Senior Term Loan and the 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 December 31, 2019, Collateral Assets includes $438.7 million carrying value of assets held by entities whose equity interests are pledged as collateral for the Revolving Credit Facility that is undrawn as of December 31, 2019.
|
(2)
|
As of December 31, 2019 and 2018, the amounts presented exclude general reserves for loan losses of $6.9 million and $13.0 million, respectively.
|
(3)
|
As of December 31, 2019 and 2018, the amounts presented exclude loan participations of $35.6 million and $22.5 million, respectively.
|
|
Loans and Other Lending Investments(1)
|
|
Real Estate(2)
|
|
Other
Investments
|
|
Total
|
||||||||
Performance-Based Commitments
|
$
|
225,600
|
|
|
$
|
70,047
|
|
|
$
|
131,380
|
|
|
$
|
427,027
|
|
Strategic Investments
|
—
|
|
|
—
|
|
|
16,851
|
|
|
16,851
|
|
||||
Total
|
$
|
225,600
|
|
|
$
|
70,047
|
|
|
$
|
148,231
|
|
|
$
|
443,878
|
|
(1)
|
Excludes $14.3 million of commitments on loan participations sold that are not our obligation.
|
(2)
|
Includes a commitment to invest up to $55.0 million in additional bowling centers over the next several years (refer to Note 5).
|
Change in Interest Rates
|
|
Net Income(1)
|
||
-100 Basis Points
|
|
$
|
(1,394
|
)
|
-50 Basis Points
|
|
(734
|
)
|
|
-10 Basis Points
|
|
(157
|
)
|
|
Base Interest Rate
|
|
—
|
|
|
+10 Basis Points
|
|
157
|
|
|
+50 Basis Points
|
|
1,156
|
|
|
+100 Basis Points
|
|
2,805
|
|
(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 December 31, 2019, $400.4 million of our floating rate loans have a cumulative weighted average LIBOR floor of 1.3% and $35.7 million of our floating rate debt has a cumulative weighted average interest rate floor of 0.4%.
|
|
Page
|
|
|
Financial Statements:
|
|
Financial Statement Schedules:
|
|
•
|
We tested the effectiveness of controls over management’s identification of events or changes in circumstances that would lead to an impairment, estimate of future cashflows used to determine fair value, including controls over management selection of the hold period, discount rates, growth rates, and capitalization rates.
|
•
|
We evaluated management’s assessment of events or changes in circumstances that would lead to an impairment, such as identifying when an asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life by:
|
–
|
Discussing with management and Company personnel responsible for real estate investment strategy to determine if management’s intent regarding the hold period had changed;
|
–
|
Read meeting minutes to identify any evidence that may contradict management’s estimate of the hold period for indicators that it is likely a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; and
|
–
|
Compared the recorded value for those long-lived assets which are being marketed for sale to any current purchase offers and identified those properties where potential sale proceeds may be less than the recorded value.
|
•
|
We evaluated management’s ability to forecast future cashflows by comparing actual results to management’s historical forecasts.
|
•
|
We evaluated the reasonableness of management’s future cashflows by comparing the forecasts to:
|
–
|
Historical revenues, expenses, and capital expenditures;
|
–
|
Internal communications to management and the Board of Directors; and
|
–
|
Recently executed agreements, market rent comparables, and expense growth expectations in the industry.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the fair value of the impaired asset and consistency with external data from other sources.
|
•
|
We tested the effectiveness of controls over the asset-specific reserves for loan losses, including management’s controls over the identification of impairment indicators, determination of risk ratings, present value of payments to be received, and the fair value of collateral.
|
•
|
With the assistance of our fair value specialists, we evaluated loans for potential impairment by:
|
–
|
Evaluating the accuracy and determining the relevance of the factors utilized during the Company’s evaluation;
|
–
|
Analyzing period over period changes on items, such as net operating income, debt service coverage ratio, occupancy, cash flow volatility, leasing and tenant profile, loan structure, exit plan, and project sponsorship, to determine impact on loan performance;
|
–
|
Evaluating the financial performance of the collateral associated with each loan; and
|
–
|
Evaluating the impact of macroeconomic and microeconomic events on the borrower, sponsor, or asset type.
|
•
|
We reviewed remittance for loans in the Company’s portfolio to corroborate that the borrowers had the ability to pay their obligations in accordance with the loan agreements.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness and financial performance of the collateral values and consistency with external data from other sources.
|
•
|
We tested the effectiveness of controls over the net investment in leases, including management’s controls over the modification of leases, the identification of separate lease components, and the valuation methodology for estimating the fair value of assets and liabilities.
|
•
|
We assessed the reasonableness of the lease modification and management’s classification analysis by comparing the extension term, remaining economic life, present value of the lease payments, and projected cash flows associated with the modified lease to in-place lease agreements.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology, (2) current market data, (3) cost to replace certain assets, and (4) assumptions used in the discounted cash flows, including testing the mathematical accuracy of the calculation, and developing a range of independent estimates and comparing our estimates to those used by management.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Operating lease income
|
$
|
206,388
|
|
|
$
|
208,192
|
|
|
$
|
187,684
|
|
Interest income
|
77,654
|
|
|
97,878
|
|
|
106,548
|
|
|||
Interest income from sales-type leases
|
20,496
|
|
|
—
|
|
|
—
|
|
|||
Other income
|
55,363
|
|
|
82,342
|
|
|
188,091
|
|
|||
Land development revenue
|
119,595
|
|
|
409,710
|
|
|
196,879
|
|
|||
Total revenues
|
479,496
|
|
|
798,122
|
|
|
679,202
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Interest expense
|
183,919
|
|
|
183,751
|
|
|
194,686
|
|
|||
Real estate expense
|
92,426
|
|
|
139,289
|
|
|
147,617
|
|
|||
Land development cost of sales
|
109,663
|
|
|
350,181
|
|
|
180,916
|
|
|||
Depreciation and amortization
|
58,259
|
|
|
58,699
|
|
|
49,033
|
|
|||
General and administrative
|
98,609
|
|
|
92,135
|
|
|
98,882
|
|
|||
Provision for (recovery of) loan losses
|
6,482
|
|
|
16,937
|
|
|
(5,828
|
)
|
|||
Impairment of assets
|
13,419
|
|
|
147,108
|
|
|
32,379
|
|
|||
Other expense
|
13,120
|
|
|
6,040
|
|
|
20,954
|
|
|||
Total costs and expenses
|
575,897
|
|
|
994,140
|
|
|
718,639
|
|
|||
Income from sales of real estate
|
236,623
|
|
|
126,004
|
|
|
92,049
|
|
|||
Income (loss) from operations before earnings from equity method investments and other items
|
140,222
|
|
|
(70,014
|
)
|
|
52,612
|
|
|||
Loss on early extinguishment of debt, net
|
(27,724
|
)
|
|
(10,367
|
)
|
|
(14,724
|
)
|
|||
Earnings (losses) from equity method investments
|
41,849
|
|
|
(5,007
|
)
|
|
13,015
|
|
|||
Selling profit from sales-type leases
|
180,416
|
|
|
—
|
|
|
—
|
|
|||
Gain on consolidation of equity method investment
|
—
|
|
|
67,877
|
|
|
—
|
|
|||
Income (loss) from continuing operations before income taxes
|
334,763
|
|
|
(17,511
|
)
|
|
50,903
|
|
|||
Income tax benefit (expense)
|
(438
|
)
|
|
(815
|
)
|
|
948
|
|
|||
Income (loss) from continuing operations
|
334,325
|
|
|
(18,326
|
)
|
|
51,851
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
4,939
|
|
|||
Gain from discontinued operations
|
—
|
|
|
—
|
|
|
123,418
|
|
|||
Net income (loss)
|
334,325
|
|
|
(18,326
|
)
|
|
180,208
|
|
|||
Net income attributable to noncontrolling interests
|
(10,283
|
)
|
|
(13,936
|
)
|
|
(4,526
|
)
|
|||
Net income (loss) attributable to iStar Inc.
|
324,042
|
|
|
(32,262
|
)
|
|
175,682
|
|
|||
Preferred dividends
|
(32,495
|
)
|
|
(32,495
|
)
|
|
(64,758
|
)
|
|||
Net income (loss) allocable to common shareholders
|
$
|
291,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
110,924
|
|
Per common share data:
|
|
|
|
|
|
||||||
Income (loss) attributable to iStar Inc. from continuing operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.51
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.25
|
)
|
Diluted
|
$
|
3.73
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.25
|
)
|
Net income (loss) attributable to iStar Inc.:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.51
|
|
|
$
|
(0.95
|
)
|
|
$
|
1.56
|
|
Diluted
|
$
|
3.73
|
|
|
$
|
(0.95
|
)
|
|
$
|
1.56
|
|
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic
|
64,696
|
|
|
67,958
|
|
|
71,021
|
|
|||
Diluted
|
80,666
|
|
|
67,958
|
|
|
71,021
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
(18,326
|
)
|
|
$
|
180,208
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Impact from adoption of new accounting standards
|
—
|
|
|
276
|
|
|
—
|
|
|||
Reclassification of losses on cumulative translation adjustment into earnings upon realization(1)
|
—
|
|
|
721
|
|
|
—
|
|
|||
Reclassification of (gains) losses on cash flow hedges into earnings upon realization(2)
|
14,524
|
|
|
(1,508
|
)
|
|
(168
|
)
|
|||
Unrealized gains (losses) on available-for-sale securities
|
2,280
|
|
|
(1,135
|
)
|
|
1,186
|
|
|||
Unrealized gains (losses) on cash flow hedges
|
(42,582
|
)
|
|
(14,699
|
)
|
|
847
|
|
|||
Unrealized losses on cumulative translation adjustment
|
—
|
|
|
(364
|
)
|
|
(129
|
)
|
|||
Other comprehensive income (loss)
|
(25,778
|
)
|
|
(16,709
|
)
|
|
1,736
|
|
|||
Comprehensive income (loss)
|
308,547
|
|
|
(35,035
|
)
|
|
181,944
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(5,942
|
)
|
|
(12,015
|
)
|
|
(4,526
|
)
|
|||
Comprehensive income (loss) attributable to iStar Inc.
|
$
|
302,605
|
|
|
$
|
(47,050
|
)
|
|
$
|
177,418
|
|
(1)
|
Amounts were reclassified to "Earnings (losses) from equity method investments" in the Company's consolidated statements of operations.
|
(2)
|
Reclassified to "Interest expense" in the Company's consolidated statements of operations are $1,861, $388 and $64 for the years ended December 31, 2019, 2018 and 2017, respectively. Amount reclassified to "Gain on consolidation of equity method investment" in the Company's consolidated
|
|
|
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, 2016
|
|
$
|
22
|
|
|
$
|
4
|
|
|
$
|
72
|
|
|
$
|
3,602,172
|
|
|
$
|
(2,581,488
|
)
|
|
$
|
(4,218
|
)
|
|
$
|
43,120
|
|
|
$
|
1,059,684
|
|
||||
Dividends declared—preferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,614
|
)
|
|
—
|
|
|
—
|
|
|
(46,614
|
)
|
||||||||||||
Issuance of stock/restricted stock unit amortization, net(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,522
|
|
||||||||||||
Net income(3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175,682
|
|
|
—
|
|
|
5,853
|
|
|
181,535
|
|
||||||||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,736
|
|
|
—
|
|
|
1,736
|
|
||||||||||||
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(45,924
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,928
|
)
|
||||||||||||
Issuance of senior unsecured convertible notes (refer to Note 11)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,869
|
|
||||||||||||
Dividends declared and payable — Series E and Series F Preferred Stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,830
|
)
|
|
—
|
|
|
—
|
|
|
(1,830
|
)
|
||||||||||||
Redemption of Series E and F Preferred Stock
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(223,676
|
)
|
|
(16,314
|
)
|
|
—
|
|
|
—
|
|
|
(240,000
|
)
|
||||||||||||
Change in additional paid in capital attributable to redeemable noncontrolling interest(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,298
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,298
|
)
|
||||||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
(14,439
|
)
|
|
(14,439
|
)
|
||||||||
Balance as of December 31, 2017
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
68
|
|
|
$
|
3,352,665
|
|
|
$
|
(2,470,564
|
)
|
|
$
|
(2,482
|
)
|
|
$
|
34,546
|
|
|
$
|
914,249
|
|
||||
Dividends declared—preferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,495
|
)
|
|
—
|
|
|
—
|
|
|
(32,495
|
)
|
||||||||||||
Dividends declared—common ($0.18 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,333
|
)
|
|
—
|
|
|
—
|
|
|
(12,333
|
)
|
||||||||||||
Issuance of stock/restricted stock unit amortization, net(2)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7,863
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,864
|
|
||||||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,262
|
)
|
|
—
|
|
|
13,936
|
|
|
(18,326
|
)
|
||||||||||||
Change in accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,064
|
)
|
|
(1,921
|
)
|
|
(16,985
|
)
|
||||||||||||
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(8,303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,304
|
)
|
||||||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,227
|
|
|
15,227
|
|
||||||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(48,930
|
)
|
|
(48,930
|
)
|
||||||||||||
Change in noncontrolling interest attributable to consolidation of equity method investment (refer to Note 8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188,279
|
|
|
188,279
|
|
||||||||||||
Impact from adoption of new accounting standards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,593
|
|
|
276
|
|
|
—
|
|
|
75,869
|
|
||||||||||||
Balance as of December 31, 2018
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
68
|
|
|
$
|
3,352,225
|
|
|
$
|
(2,472,061
|
)
|
|
$
|
(17,270
|
)
|
|
$
|
201,137
|
|
|
$
|
1,064,115
|
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,495
|
)
|
|
—
|
|
|
—
|
|
|
(32,495
|
)
|
||||||||||||
Dividends declared—common ($0.39 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,324
|
)
|
|
—
|
|
|
—
|
|
|
(25,324
|
)
|
||||||||||||
Issuance of stock/restricted stock unit amortization, net(2)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7,317
|
|
|
—
|
|
|
—
|
|
|
2,864
|
|
|
10,182
|
|
||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324,042
|
|
|
—
|
|
|
10,283
|
|
|
334,325
|
|
||||||||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,437
|
)
|
|
(4,341
|
)
|
|
(25,778
|
)
|
||||||||||||
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(74,640
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74,647
|
)
|
||||||||||||
Redemption of Series J Preferred Stock
|
|
—
|
|
|
(4
|
)
|
|
16
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,592
|
|
|
2,592
|
|
||||||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,997
|
)
|
|
(14,997
|
)
|
||||||||||||
Balance as of December 31, 2019
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
3,284,877
|
|
|
$
|
(2,205,838
|
)
|
|
$
|
(38,707
|
)
|
|
$
|
197,538
|
|
|
$
|
1,237,960
|
|
(1)
|
Refer to Note 14 for details on the Company's Preferred Stock.
|
(2)
|
Net of payments for withholding taxes upon vesting of stock-based compensation.
|
(3)
|
For the year ended December 31, 2017, net income shown above excludes $1,327 of net loss attributable to redeemable noncontrolling interests.
|
(4)
|
Represents the amount paid in excess of its carrying value to acquire a redeemable noncontrolling interest.
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
(18,326
|
)
|
|
$
|
180,208
|
|
Adjustments to reconcile net income (loss) to cash flows from operating activities:
|
|
|
|
|
|
||||||
Provision for (recovery of) loan losses
|
6,482
|
|
|
16,937
|
|
|
(5,828
|
)
|
|||
Impairment of assets
|
13,419
|
|
|
147,108
|
|
|
32,379
|
|
|||
Depreciation and amortization
|
58,259
|
|
|
58,699
|
|
|
49,934
|
|
|||
Non-cash interest income from sales-type leases
|
(3,781
|
)
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation expense
|
30,436
|
|
|
17,563
|
|
|
18,812
|
|
|||
Amortization of discounts/premiums and deferred financing costs on debt obligations, net
|
13,847
|
|
|
15,422
|
|
|
13,857
|
|
|||
Amortization of discounts/premiums and deferred interest on loans, net
|
(42,342
|
)
|
|
(41,168
|
)
|
|
(55,985
|
)
|
|||
Deferred interest on loans received
|
10,397
|
|
|
40,463
|
|
|
52,795
|
|
|||
Gain from consolidation of equity method investment
|
—
|
|
|
(67,877
|
)
|
|
—
|
|
|||
Gain from discontinued operations
|
—
|
|
|
—
|
|
|
(123,418
|
)
|
|||
Selling profit from sales-type leases
|
(180,416
|
)
|
|
—
|
|
|
—
|
|
|||
Losses (earnings) from equity method investments
|
(41,849
|
)
|
|
5,007
|
|
|
(13,015
|
)
|
|||
Distributions from operations of other investments
|
30,058
|
|
|
18,133
|
|
|
42,059
|
|
|||
Deferred operating lease income
|
(16,185
|
)
|
|
(14,989
|
)
|
|
(6,830
|
)
|
|||
Income from sales of real estate
|
(236,623
|
)
|
|
(126,004
|
)
|
|
(92,557
|
)
|
|||
Land development revenue in excess of cost of sales
|
(9,932
|
)
|
|
(59,529
|
)
|
|
(15,963
|
)
|
|||
Loss on early extinguishment of debt, net
|
27,724
|
|
|
10,367
|
|
|
14,724
|
|
|||
Other operating activities, net
|
13,642
|
|
|
3,377
|
|
|
16,878
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Changes in accrued interest and operating lease income receivable, net
|
417
|
|
|
949
|
|
|
1,424
|
|
|||
Changes in deferred expenses and other assets, net
|
(5,848
|
)
|
|
(1,925
|
)
|
|
(15,230
|
)
|
|||
Changes in accounts payable, accrued expenses and other liabilities, net
|
(47,655
|
)
|
|
(28,335
|
)
|
|
7,299
|
|
|||
Cash flows provided by (used in) operating activities
|
(45,625
|
)
|
|
(24,128
|
)
|
|
101,543
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Originations and fundings of loans receivable, net
|
(255,804
|
)
|
|
(482,143
|
)
|
|
(522,269
|
)
|
|||
Capital expenditures on real estate assets
|
(39,946
|
)
|
|
(60,495
|
)
|
|
(37,067
|
)
|
|||
Capital expenditures on land and development assets
|
(117,514
|
)
|
|
(128,543
|
)
|
|
(121,400
|
)
|
|||
Acquisitions of real estate, net investments in leases and land assets
|
(240,487
|
)
|
|
(19,454
|
)
|
|
(6,600
|
)
|
|||
Repayments of and principal collections on loans receivable and other lending investments, net
|
419,800
|
|
|
832,982
|
|
|
615,620
|
|
|||
Net proceeds from sales of loans receivable
|
5,898
|
|
|
—
|
|
|
—
|
|
|||
Net proceeds from sales of real estate
|
329,971
|
|
|
411,786
|
|
|
314,013
|
|
|||
Net proceeds from sales of land and development assets
|
114,885
|
|
|
223,416
|
|
|
194,090
|
|
|||
Cash, cash equivalents and restricted cash acquired upon consolidation of equity method investment
|
—
|
|
|
13,608
|
|
|
—
|
|
|||
Distributions from other investments
|
62,911
|
|
|
40,804
|
|
|
49,672
|
|
|||
Contributions to and acquisition of interest in other investments
|
(656,720
|
)
|
|
(94,578
|
)
|
|
(224,219
|
)
|
|||
Other investing activities, net
|
(21,090
|
)
|
|
41,476
|
|
|
1,231
|
|
|||
Cash flows provided by investing activities
|
(398,096
|
)
|
|
778,859
|
|
|
263,071
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings from debt obligations
|
1,486,980
|
|
|
704,360
|
|
|
2,288,654
|
|
|||
Repayments and repurchases of debt obligations
|
(1,482,558
|
)
|
|
(944,800
|
)
|
|
(1,921,699
|
)
|
|||
Purchase of marketable securities in connection with the defeasance of mortgage notes payable
|
—
|
|
|
(110,939
|
)
|
|
—
|
|
|||
Preferred dividends paid
|
(32,495
|
)
|
|
(32,496
|
)
|
|
(48,444
|
)
|
|||
Common dividends paid
|
(25,059
|
)
|
|
(12,227
|
)
|
|
—
|
|
|||
Repurchase of stock
|
(68,289
|
)
|
|
(8,304
|
)
|
|
(45,928
|
)
|
|||
Redemption of Series E and F preferred stock
|
—
|
|
|
—
|
|
|
(240,000
|
)
|
|||
Payments for deferred financing costs
|
(19,928
|
)
|
|
(5,471
|
)
|
|
(32,419
|
)
|
|||
Payments for withholding taxes upon vesting of stock-based compensation
|
(4,475
|
)
|
|
(4,807
|
)
|
|
(724
|
)
|
|||
Contributions from noncontrolling interests
|
2,812
|
|
|
13,927
|
|
|
12
|
|
|||
Distributions to and redemption of noncontrolling interests
|
(14,998
|
)
|
|
(60,743
|
)
|
|
(26,213
|
)
|
|||
Payments for debt prepayment or extinguishment costs
|
(20,606
|
)
|
|
(4,132
|
)
|
|
(14,108
|
)
|
|||
Other financing activities, net
|
(13
|
)
|
|
7,693
|
|
|
(611
|
)
|
|||
Cash flows used in financing activities
|
(178,629
|
)
|
|
(457,939
|
)
|
|
(41,480
|
)
|
|||
Effect of exchange rate changes on cash
|
12
|
|
|
19
|
|
|
(28
|
)
|
|||
Changes in cash, cash equivalents and restricted cash
|
(622,338
|
)
|
|
296,811
|
|
|
323,106
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
974,544
|
|
|
677,733
|
|
|
354,627
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
352,206
|
|
|
$
|
974,544
|
|
|
$
|
677,733
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid during the period for interest, net of amount capitalized
|
$
|
181,520
|
|
|
$
|
171,590
|
|
|
179,208
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental disclosure of non-cash investing and financing activity:
|
|
|
|
|
|
||||||
Fundings and repayments of loan receivables and loan participations, net
|
$
|
13,014
|
|
|
$
|
(80,095
|
)
|
|
$
|
(57,514
|
)
|
Sales-type lease origination
|
411,523
|
|
|
—
|
|
|
—
|
|
|||
Acquisitions of real estate and land and development assets through deed-in-lieu
|
—
|
|
|
4,600
|
|
|
—
|
|
|||
Contributions of real estate and land and development assets to equity method investments, net
|
4,073
|
|
|
—
|
|
|
—
|
|
|||
Accounts payable for capital expenditures on land and development assets
|
—
|
|
|
16,052
|
|
|
3,775
|
|
|||
Marketable securities transferred in connection with the defeasance of mortgage notes payable
|
—
|
|
|
110,939
|
|
|
—
|
|
|||
Accounts payable for capital expenditures on real estate assets
|
—
|
|
|
—
|
|
|
2,709
|
|
|||
Acquisition of land and development asset through joint venture consolidation
|
27,000
|
|
|
—
|
|
|
—
|
|
|||
Conversion of Series J convertible preferred stock
|
193,510
|
|
|
—
|
|
|
—
|
|
|||
Defeasance of mortgage notes payable
|
—
|
|
|
(105,785
|
)
|
|
—
|
|
|||
Receivable from sales of real estate and land parcels
|
—
|
|
|
—
|
|
|
4,853
|
|
|||
Accrued finance costs
|
2,362
|
|
|
—
|
|
|
—
|
|
|||
Accrued stock repurchases
|
6,358
|
|
|
—
|
|
|
—
|
|
|||
Assumption of mortgage by third party
|
228,000
|
|
|
—
|
|
|
—
|
|
|||
Financing provided on sales of land and development assets, net
|
—
|
|
|
142,639
|
|
|
—
|
|
|||
Increase in net lease assets upon consolidation of equity method investment
|
—
|
|
|
844,550
|
|
|
—
|
|
|||
Increase in debt obligations upon consolidation of equity method investment
|
—
|
|
|
464,706
|
|
|
—
|
|
|||
Increase in noncontrolling interests upon consolidation of equity method investment
|
—
|
|
|
200,093
|
|
|
—
|
|
|
As of
|
||||||
|
December 31,
2019
|
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Real estate
|
|
|
|
||||
Real estate, at cost
|
$
|
891,000
|
|
|
$
|
848,052
|
|
Less: accumulated depreciation
|
(37,542
|
)
|
|
(15,365
|
)
|
||
Real estate, net
|
853,458
|
|
|
832,687
|
|
||
Land and development, net
|
273,617
|
|
|
279,031
|
|
||
Other investments
|
45
|
|
|
72
|
|
||
Cash and cash equivalents
|
19,112
|
|
|
25,219
|
|
||
Accrued interest and operating lease income receivable, net
|
1,208
|
|
|
1,302
|
|
||
Deferred operating lease income receivable, net
|
19,547
|
|
|
8,972
|
|
||
Deferred expenses and other assets, net
|
134,117
|
|
|
167,324
|
|
||
Total assets
|
$
|
1,301,104
|
|
|
$
|
1,314,607
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
107,455
|
|
|
$
|
106,907
|
|
Debt obligations, net
|
482,918
|
|
|
485,000
|
|
||
Total liabilities
|
590,373
|
|
|
591,907
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||
Cash and cash equivalents
|
|
$
|
307,172
|
|
|
$
|
931,751
|
|
|
$
|
657,688
|
|
|
$
|
328,744
|
|
Restricted cash included in deferred expenses and other assets, net
|
|
45,034
|
|
|
42,793
|
|
|
20,045
|
|
|
25,883
|
|
||||
Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows
|
|
$
|
352,206
|
|
|
$
|
974,544
|
|
|
$
|
677,733
|
|
|
$
|
354,627
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current tax benefit (expense)(1)(2)
|
$
|
(35
|
)
|
|
$
|
(447
|
)
|
|
$
|
531
|
|
Total income tax (expense) benefit
|
$
|
(35
|
)
|
|
$
|
(447
|
)
|
|
$
|
531
|
|
(1)
|
For the year ended December 31, 2017, the Company recognized a tax benefit for alternative minimum tax credits generated from a carryback of NOLs to 2014 and 2015. For the year ended December 31, 2019, excludes a REIT tax expense of $0.4 million, for the year ended December 31, 2018, excludes a REIT tax expense of $0.5 million and for the year ended December 31, 2017, excludes a REIT income tax benefit of $0.4 million.
|
(2)
|
Under the Tax Cuts and Jobs Act, the alternative minimum tax credit carryforward is a refundable tax credit over a four year period beginning in 2018 and ending in 2021 upon which the full amount of the credit will be allowed.
|
|
|
As of December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Deferred tax assets(1)(2)
|
|
$
|
79,645
|
|
|
$
|
78,107
|
|
Valuation allowance
|
|
(79,645
|
)
|
|
(78,107
|
)
|
||
Net deferred tax assets (liabilities)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Deferred tax assets as of December 31, 2019 include temporary differences related primarily to asset basis of $32.9 million, deferred expenses and other items of $11.9 million, NOL carryforwards of $32.5 million and other credits of $2.3 million. Deferred tax assets as of December 31, 2018 include temporary differences related primarily to asset basis of $35.3 million, deferred expenses and other items of $17.2 million and NOL carryforwards of $25.6 million. The Company has determined that the change in tax law associated with the Tax Cuts and Jobs Act will not have a material effect on whether its deferred tax assets are realizable.
|
(2)
|
Gross deferred tax assets as of December 31, 2017 were valued at the enacted corporate tax rate during the period in which such deferred tax assets are expected to be realized. The Tax Cuts and Jobs Act reduced the federal corporate tax rate to 21% from 35% for taxable years beginning after December 31, 2017. The Company’s TRS’s applied its reduced effective tax rate to compute its gross deferred tax assets before valuation allowance.
|
|
Net Lease(1)
|
|
Operating
Properties
|
|
Total
|
||||||
As of December 31, 2019
|
|
|
|
|
|
||||||
Land, at cost
|
$
|
199,710
|
|
|
$
|
106,187
|
|
|
$
|
305,897
|
|
Buildings and improvements, at cost
|
1,347,321
|
|
|
107,861
|
|
|
1,455,182
|
|
|||
Less: accumulated depreciation
|
(219,949
|
)
|
|
(13,911
|
)
|
|
(233,860
|
)
|
|||
Real estate, net
|
1,327,082
|
|
|
200,137
|
|
|
1,527,219
|
|
|||
Real estate available and held for sale (2)
|
—
|
|
|
8,650
|
|
|
8,650
|
|
|||
Total real estate
|
$
|
1,327,082
|
|
|
$
|
208,787
|
|
|
$
|
1,535,869
|
|
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 (2)
|
1,055
|
|
|
21,496
|
|
|
22,551
|
|
|||
Total real estate
|
$
|
1,537,549
|
|
|
$
|
256,021
|
|
|
$
|
1,793,570
|
|
(1)
|
In May 2019, the Company modified certain of its leases. As a result of these modifications, the Company classified the leases as sales-type leases and recorded $424.1 million in "Net investment in leases" and derecognized $193.4 million from "Real estate, net" and "Real estate available and held for sale" on its consolidated balance sheet (refer to Note 5).
|
(2)
|
As of December 31, 2019 and 2018, the Company had $8.6 million and $20.6 million, respectively, of residential condominiums available for sale in its operating properties portfolio.
|
|
|
Year Ended December 31,
|
||||||||||
Property Type
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Properties
|
|
$
|
14.5
|
|
|
$
|
23.2
|
|
|
$
|
20.1
|
|
Net Lease
|
|
185.9
|
|
|
8.1
|
|
|
0.9
|
|
|||
Total
|
|
$
|
200.4
|
|
|
$
|
31.3
|
|
|
$
|
21.0
|
|
(1)
|
Properties were transferred to held for sale due to executed contracts with third parties or changes in business strategy. All of these properties were ultimately sold.
|
Revenues
|
|
$
|
5,922
|
|
Expenses
|
|
(1,491
|
)
|
|
Income from sales of real estate
|
|
508
|
|
|
Income from discontinued operations
|
|
$
|
4,939
|
|
(1)
|
The transactions closed on April 14, 2017. Revenues primarily consisted of operating lease income and expenses primarily consisted of depreciation and amortization and real estate expense.
|
Cash flows provided by operating activities
|
|
$
|
5,702
|
|
Cash flows used in investing activities
|
|
(534
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Properties(1)
|
|
|
|
|
|
|
||||||
Proceeds
|
|
$
|
86.1
|
|
|
$
|
327.9
|
|
|
$
|
41.3
|
|
Income from sales of real estate
|
|
11.9
|
|
|
81.0
|
|
|
4.5
|
|
|||
|
|
|
|
|
|
|
||||||
Net Lease(2)
|
|
|
|
|
|
|
||||||
Proceeds
|
|
$
|
469.4
|
|
|
$
|
79.7
|
|
|
$
|
175.4
|
|
Income from sales of real estate
|
|
224.7
|
|
|
45.0
|
|
|
87.5
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
|
|
|
|
|
||||||
Proceeds
|
|
$
|
555.5
|
|
|
$
|
407.6
|
|
|
$
|
216.7
|
|
Income from sales of real estate
|
|
236.6
|
|
|
126.0
|
|
|
92.0
|
|
(1)
|
During the year ended December 31, 2019, the Company sold commercial and residential operating properties with an aggregate carrying value of $73.1 million and recognized $11.9 million of gains in "Income from sales of real estate" in the Company's consolidated statements of operations. During the year ended December 31, 2018, the Company sold 10 commercial operating properties and residential condominium units from other properties and recognized $81.0 million of gains in "Income from sales of real estate" in the Company's consolidated statements of operations, of which $9.8 million was attributable to a noncontrolling interest at one of the properties.
|
(2)
|
During the year ended December 31, 2019, the Company sold a portfolio of net lease assets with an aggregate carrying value of $220.4 million and recognized $219.7 million of gains in "Income from sales of real estate" in the Company's consolidated statements of operations. In connection with the sale of this portfolio of assets the buyer assumed a $228.0 million non-recourse mortgage. During the year ended December 31, 2018, the Company sold five net lease assets and recognized $45.0 million of gains in "Income from sales of real estate" in the Company's consolidated statements of operations. During the year ended December 31, 2017, the Company sold one net lease property and recognized a gain on sale of $62.5 million. Prior to the sale, the Company acquired the noncontrolling interest with a carrying value of $3.5 million for $12.0 million.
|
Year
|
|
Net Lease
Assets
|
|
Operating Properties
|
||||
2020
|
|
$
|
141,993
|
|
|
$
|
16,625
|
|
2021
|
|
141,763
|
|
|
16,293
|
|
||
2022
|
|
140,165
|
|
|
8,112
|
|
||
2023
|
|
131,998
|
|
|
7,822
|
|
||
2024
|
|
126,453
|
|
|
7,801
|
|
|
|
Amount
|
||
2020
|
|
$
|
27,565
|
|
2021
|
|
28,062
|
|
|
2022
|
|
30,549
|
|
|
2023
|
|
30,549
|
|
|
2024
|
|
30,549
|
|
|
Thereafter
|
|
894,745
|
|
|
Total undiscounted cash flows
|
|
1,042,019
|
|
|
Unguaranteed estimated residual value
|
|
340,620
|
|
|
Present value discount
|
|
(963,724
|
)
|
|
Net investment in leases as of December 31, 2019
|
|
$
|
418,915
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Land and land development, at cost
|
$
|
590,153
|
|
|
$
|
606,849
|
|
Less: accumulated depreciation
|
(9,608
|
)
|
|
(8,631
|
)
|
||
Total land and development, net
|
$
|
580,545
|
|
|
$
|
598,218
|
|
|
As of December 31,
|
||||||
Type of Investment
|
2019
|
|
2018
|
||||
Senior mortgages
|
$
|
572,584
|
|
|
$
|
760,749
|
|
Corporate/Partnership loans
|
119,818
|
|
|
148,583
|
|
||
Subordinate mortgages
|
10,877
|
|
|
10,161
|
|
||
Total gross carrying value of loans
|
703,279
|
|
|
919,493
|
|
||
Reserves for loan losses
|
(28,634
|
)
|
|
(53,395
|
)
|
||
Total loans receivable, net
|
674,645
|
|
|
866,098
|
|
||
Other lending investments(1)
|
153,216
|
|
|
122,126
|
|
||
Total loans receivable and other lending investments, net
|
$
|
827,861
|
|
|
$
|
988,224
|
|
(1)
|
As of December 31, 2019, includes a $44.3 million financing receivable related to the acquisition of bowling centers from one of the Company's lessees (refer to Note 5).
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Reserve for loan losses at beginning of period
|
$
|
53,395
|
|
|
$
|
78,489
|
|
|
$
|
85,545
|
|
Provision for (recovery of) loan losses
|
6,482
|
|
|
16,937
|
|
|
(5,828
|
)
|
|||
Charge-offs
|
(31,243
|
)
|
|
(42,031
|
)
|
|
(1,228
|
)
|
|||
Reserve for loan losses at end of period
|
$
|
28,634
|
|
|
$
|
53,395
|
|
|
$
|
78,489
|
|
(1)
|
During the year ended December 31, 2019, the Company charged-off $19.2 million from the specific reserve due to the resolution of a non-performing loan and $12.0 million due to the deterioration of the collateral on a separate non-performing loan.
|
|
Individually
Evaluated for
Impairment(1)
|
|
Collectively
Evaluated for
Impairment(2)
|
|
Total
|
||||||
As of December 31, 2019
|
|
|
|
|
|
||||||
Loans
|
$
|
37,820
|
|
|
$
|
668,769
|
|
|
$
|
706,589
|
|
Less: Reserve for loan losses
|
(21,701
|
)
|
|
(6,933
|
)
|
|
(28,634
|
)
|
|||
Total(3)
|
$
|
16,119
|
|
|
$
|
661,836
|
|
|
$
|
677,955
|
|
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 $0.1 million and $0.5 million as of December 31, 2019 and 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 $0.7 million and $3.1 million as of December 31, 2019 and 2018, respectively.
|
(3)
|
The Company's recorded investment in loans as of December 31, 2019 and 2018 includes accrued interest of $3.3 million and $4.9 million, respectively, which is included in "Accrued interest and operating lease income receivable, net" on the Company's consolidated balance sheets. As of December 31, 2019, excludes a $44.3 million financing receivable (refer to Note 5). As of December 31, 2019 and 2018, the total amounts exclude $108.9 million and $122.1 million, respectively, of securities that are evaluated for impairment under ASC 320.
|
|
As of December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Performing
Loans
|
|
Weighted
Average
Risk Ratings
|
|
Performing
Loans
|
|
Weighted
Average
Risk Ratings
|
||||||
Senior mortgages
|
$
|
537,201
|
|
|
2.71
|
|
|
$
|
697,807
|
|
|
2.76
|
|
Corporate/Partnership loans
|
120,658
|
|
|
2.83
|
|
|
149,663
|
|
|
2.84
|
|
||
Subordinate mortgages
|
10,910
|
|
|
3.00
|
|
|
10,192
|
|
|
3.00
|
|
||
Total
|
$
|
668,769
|
|
|
2.73
|
|
|
$
|
857,662
|
|
|
2.77
|
|
As of December 31, 2019
|
Current
|
|
Less Than
and Equal
to 90 Days
|
|
Greater
Than
90 Days(1)
|
|
Total
Past Due
|
|
Total
|
||||||||||
Senior mortgages
|
$
|
537,201
|
|
|
$
|
—
|
|
|
$
|
37,820
|
|
|
$
|
37,820
|
|
|
$
|
575,021
|
|
Corporate/Partnership loans
|
120,658
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,658
|
|
|||||
Subordinate mortgages
|
10,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,910
|
|
|||||
Total
|
$
|
668,769
|
|
|
$
|
—
|
|
|
$
|
37,820
|
|
|
$
|
37,820
|
|
|
$
|
706,589
|
|
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 December 31, 2019, the Company had one loan which was greater than 90 days delinquent and was in various stages of resolution, including legal and environmental matters, and was 10.5 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 December 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
|
$
|
37,820
|
|
|
$
|
37,923
|
|
|
$
|
(21,701
|
)
|
|
$
|
66,725
|
|
|
$
|
66,777
|
|
|
$
|
(40,395
|
)
|
Total
|
$
|
37,820
|
|
|
$
|
37,923
|
|
|
$
|
(21,701
|
)
|
|
$
|
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 Years Ended December 31,
|
||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
Average
Recorded Investment |
|
Interest
Income Recognized |
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Subordinate mortgages
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
301
|
|
|
$
|
6,582
|
|
|
$
|
1,127
|
|
Subtotal
|
—
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|
6,582
|
|
|
1,127
|
|
||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior mortgages
|
38,556
|
|
|
—
|
|
|
67,041
|
|
|
—
|
|
|
82,749
|
|
|
—
|
|
||||||
Corporate/Partnership loans
|
—
|
|
|
—
|
|
|
39,169
|
|
|
—
|
|
|
156,756
|
|
|
—
|
|
||||||
Subtotal
|
38,556
|
|
|
—
|
|
|
106,210
|
|
|
—
|
|
|
239,505
|
|
|
—
|
|
||||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior mortgages
|
38,556
|
|
|
—
|
|
|
67,041
|
|
|
—
|
|
|
82,749
|
|
|
—
|
|
||||||
Corporate/Partnership loans
|
—
|
|
|
—
|
|
|
39,169
|
|
|
—
|
|
|
156,756
|
|
|
—
|
|
||||||
Subordinate mortgages
|
—
|
|
|
—
|
|
|
—
|
|
|
301
|
|
|
6,582
|
|
|
1,127
|
|
||||||
Total
|
$
|
38,556
|
|
|
$
|
—
|
|
|
$
|
106,210
|
|
|
$
|
301
|
|
|
$
|
246,087
|
|
|
$
|
1,127
|
|
|
Face Value
|
|
Amortized Cost Basis
|
|
Net Unrealized Gain
|
|
Estimated Fair Value
|
|
Net Carrying Value
|
||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Municipal debt securities
|
$
|
21,140
|
|
|
$
|
21,140
|
|
|
$
|
2,756
|
|
|
$
|
23,896
|
|
|
$
|
23,896
|
|
Held-to-Maturity Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities
|
100,000
|
|
|
84,981
|
|
|
—
|
|
|
84,981
|
|
|
84,981
|
|
|||||
Total
|
$
|
121,140
|
|
|
$
|
106,121
|
|
|
$
|
2,756
|
|
|
$
|
108,877
|
|
|
$
|
108,877
|
|
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
|
84,981
|
|
|
84,981
|
|
|
—
|
|
|
—
|
|
||||
After 5 years through 10 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
After 10 years
|
—
|
|
|
—
|
|
|
21,140
|
|
|
23,896
|
|
||||
Total
|
$
|
84,981
|
|
|
$
|
84,981
|
|
|
$
|
21,140
|
|
|
$
|
23,896
|
|
|
Carrying Value
|
|
Equity in Earnings (Losses)
|
||||||||||||||||
|
As of December 31,
|
|
For the Years Ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2017
|
||||||||||
Real estate equity investments
|
|
|
|
|
|
|
|
|
|
||||||||||
Safehold Inc. ("SAFE")(1)
|
$
|
729,357
|
|
|
$
|
149,589
|
|
|
$
|
29,764
|
|
|
$
|
4,711
|
|
|
$
|
551
|
|
iStar Net Lease II LLC ("Net Lease Venture II")
|
30,712
|
|
|
16,215
|
|
|
(529
|
)
|
|
(333
|
)
|
|
—
|
|
|||||
iStar Net Lease I LLC ("Net Lease Venture")(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,100
|
|
|
4,534
|
|
|||||
Other real estate equity investments(3)
|
104,553
|
|
|
130,955
|
|
|
12,620
|
|
|
(4,112
|
)
|
|
6,520
|
|
|||||
Subtotal
|
864,622
|
|
|
296,759
|
|
|
41,855
|
|
|
4,366
|
|
|
11,605
|
|
|||||
Other strategic investments(4)
|
43,253
|
|
|
7,516
|
|
|
(6
|
)
|
|
(9,373
|
)
|
|
1,410
|
|
|||||
Total
|
$
|
907,875
|
|
|
$
|
304,275
|
|
|
$
|
41,849
|
|
|
$
|
(5,007
|
)
|
|
$
|
13,015
|
|
(1)
|
As of December 31, 2019, the Company owned 31.2 million shares of SAFE common stock which, based on the closing price of $40.30 on December 31, 2019, had a market value of $1.3 billion. For the year ended December 31, 2019, equity in earnings includes a dilution gain of $7.6 million resulting from SAFE equity offerings during 2019.
|
(2)
|
The Company consolidated the assets and liabilities of the Net Lease Venture on June 30, 2018 (refer to Net Lease Venture below).
|
(3)
|
During the year ended December 31, 2019, equity in earnings (losses) includes $19.3 million of income resulting primarily from the sale of properties at two of the Company's equity method investments. During the year ended December 31, 2018, the Company recorded a $6.1 million impairment on a land and development equity method investment due to a change in business strategy.
|
(4)
|
For the year ended December 31, 2018, equity in earnings (losses) includes a $10.0 million impairment on a foreign equity method investment due to local market conditions.
|
•
|
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;
|
•
|
The management agreement is non-terminable by SAFE through June 30, 2023 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.
|
|
|
As of December 31,
|
|
|
For the Years Ended December 31,
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||
Balance Sheets
|
|
|
|
|
|
Income Statements
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
3,653,763
|
|
|
$
|
2,118,045
|
|
|
Revenues
|
$
|
214,123
|
|
|
$
|
262,970
|
|
|
$
|
261,867
|
|
Total liabilities
|
|
1,918,034
|
|
|
1,016,502
|
|
|
Expenses
|
(181,456
|
)
|
|
(187,257
|
)
|
|
(167,999
|
)
|
|||||
Noncontrolling interests
|
|
1,486
|
|
|
2,007
|
|
|
Net income attributable to parent entities
|
32,474
|
|
|
75,056
|
|
|
91,633
|
|
|||||
Total equity attributable to parent entities
|
|
1,734,243
|
|
|
1,099,536
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Intangible assets, net(1)
|
$
|
174,973
|
|
|
$
|
156,281
|
|
Finance lease right-of-use assets(2)
|
145,209
|
|
|
—
|
|
||
Operating lease right-of-use assets(2)
|
34,063
|
|
|
—
|
|
||
Other receivables(3)
|
16,846
|
|
|
46,887
|
|
||
Restricted cash
|
45,034
|
|
|
42,793
|
|
||
Other assets(4)
|
17,534
|
|
|
32,333
|
|
||
Leasing costs, net(5)
|
3,793
|
|
|
6,224
|
|
||
Corporate furniture, fixtures and equipment, net(6)
|
2,736
|
|
|
3,850
|
|
||
Deferred financing fees, net
|
2,300
|
|
|
900
|
|
||
Deferred expenses and other assets, net
|
$
|
442,488
|
|
|
$
|
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 $33.4 million and $27.0 million as of December 31, 2019 and 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 $1.7 million, $2.2 million and $2.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. These intangible lease assets are amortized over the term of the lease. The amortization expense for in-place leases was $9.6 million, $7.2 million and $1.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. These amounts are included in "Depreciation and amortization" in the Company's consolidated statements of operations. As of December 31, 2019, the weighted average amortization period for the Company's intangible assets was approximately 20.7 years.
|
(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 5.3% and the weighted average lease term is 7.8 years. For finance leases, lease liabilities were discounted at a weighted average rate implicit in the lease of 5.5% and the weighted average lease term is 98.0 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 year ended December 31, 2019, the Company recognized $5.1 million in "Interest expense" and $0.9 million in "Depreciation and amortization" in its consolidated statement of operations relating to finance leases. For operating leases, rent expense is recognized on a straight-line basis over the term of the lease and is recorded in "General and administrative" and "Real estate expense" in the Company's consolidated statements of operations (refer to Note 3). During the year ended December 31, 2019, the Company recognized $3.6 million in "General and administrative" and $3.3 million in "Real estate expense" in its consolidated statement of operations relating to operating leases.
|
(3)
|
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 in 2019.
|
(4)
|
Other assets primarily includes derivative assets, prepaid expenses and deposits for certain real estate assets.
|
(5)
|
Accumulated amortization of leasing costs was $3.3 million and $4.4 million as of December 31, 2019 and 2018, respectively.
|
(6)
|
Accumulated depreciation on corporate furniture, fixtures and equipment was $13.1 million and $11.9 million as of December 31, 2019 and 2018, respectively.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Other liabilities(1)
|
$
|
81,709
|
|
|
$
|
143,325
|
|
Finance lease liabilities (see table above)
|
147,749
|
|
|
—
|
|
||
Operating lease liabilities (see table above)
|
34,182
|
|
|
—
|
|
||
Accrued expenses
|
83,778
|
|
|
95,149
|
|
||
Accrued interest payable
|
25,733
|
|
|
42,669
|
|
||
Intangible liabilities, net(2)
|
51,223
|
|
|
35,108
|
|
||
Accounts payable, accrued expenses and other liabilities
|
$
|
424,374
|
|
|
$
|
316,251
|
|
(1)
|
As of December 31, 2019 and 2018, "Other liabilities" includes $27.5 million and $42.6 million, respectively, of deferred income. As of December 31, 2019 and 2018, "Other liabilities" includes $0.1 million and $18.5 million, respectively, related to profit sharing arrangements with developers for certain properties sold. As of December 31, 2019 and 2018, "Other liabilities" also includes $6.2 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 or pays down the bonds.
|
(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 $5.0 million and $2.8 million as of December 31, 2019 and 2018, respectively. The amortization of below market lease liabilities increased operating lease income in the Company's consolidated statements of operations by $2.3 million, $3.9 million and $1.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, the weighted average amortization period for the Company's intangible liabilities was approximately 18.3 years.
|
2020
|
$
|
11,826
|
|
2021
|
11,796
|
|
|
2022
|
11,795
|
|
|
2023
|
11,641
|
|
|
2024
|
11,524
|
|
|
|
Carrying Value as of
|
||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
Loan participations payable(1)
|
|
$
|
35,656
|
|
|
$
|
22,642
|
|
Debt discounts and deferred financing costs, net
|
|
(18
|
)
|
|
(158
|
)
|
||
Total loan participations payable, net
|
|
$
|
35,638
|
|
|
$
|
22,484
|
|
(1)
|
As of December 31, 2019 and 2018, the Company had one loan participation payable with an interest rate of 6.3% and 7.0%, respectively.
|
|
Carrying Value as of December 31,
|
|
Stated
Interest Rates
|
|
Scheduled
Maturity Date
|
||||||
|
2019
|
|
2018
|
|
|
||||||
Secured credit facilities and mortgages:
|
|
|
|
|
|
|
|
||||
2015 $350 Million Revolving Credit Facility
|
$
|
—
|
|
|
$
|
—
|
|
|
LIBOR + 2.25%
|
(1)
|
September 2022
|
Senior Term Loan
|
491,875
|
|
|
646,750
|
|
|
LIBOR + 2.75%
|
(2)
|
June 2023
|
||
Mortgages collateralized by net lease assets(3)
|
721,118
|
|
|
802,367
|
|
|
3.31% - 7.26%
|
(3)
|
|
||
Total secured credit facilities and mortgages
|
1,212,993
|
|
|
1,449,117
|
|
|
|
|
|
||
Unsecured notes:
|
|
|
|
|
|
|
|
||||
5.00% senior notes(4)
|
—
|
|
|
375,000
|
|
|
5.00%
|
|
—
|
||
4.625% senior notes(5)
|
—
|
|
|
400,000
|
|
|
4.625%
|
|
—
|
||
6.50% senior notes(6)
|
—
|
|
|
275,000
|
|
|
6.50%
|
|
—
|
||
6.00% senior notes(7)
|
110,545
|
|
|
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
|
||
4.75% senior notes(10)
|
775,000
|
|
|
—
|
|
|
4.75%
|
|
October 2024
|
||
4.25% senior notes(11)
|
550,000
|
|
|
—
|
|
|
4.25%
|
|
August 2025
|
||
Total unsecured notes
|
2,123,045
|
|
|
2,112,500
|
|
|
|
|
|
||
Other debt obligations:
|
|
|
|
|
|
|
|
||||
Trust preferred securities
|
100,000
|
|
|
100,000
|
|
|
LIBOR + 1.50%
|
|
October 2035
|
||
Total debt obligations
|
3,436,038
|
|
|
3,661,617
|
|
|
|
|
|
||
Debt discounts and deferred financing costs, net
|
(48,958
|
)
|
|
(52,531
|
)
|
|
|
|
|
||
Total debt obligations, net (12)
|
$
|
3,387,080
|
|
|
$
|
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 0.50% or (c) LIBOR plus 1.00% and subject to a margin ranging from 1.00% to 1.50%; or (ii) LIBOR subject to a margin ranging from 2.00% to 2.50%. At maturity, the Company may convert outstanding borrowings to a one year term loan which matures in quarterly installments through September 2023.
|
(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 0.50% or (c) LIBOR plus 1.00% and subject to a margin of 1.75%; or (ii) LIBOR subject to a margin of 2.75%.
|
(3)
|
In June 2019, the buyer of a portfolio of net lease assets assumed a $228.0 million non-recourse mortgage (refer to Note 4). As of December 31, 2019, the weighted average interest rate of these loans is 4.37% inclusive of the effect of interest rate swaps.
|
(4)
|
The Company prepaid these senior notes in March 2019 without penalty.
|
(5)
|
The Company prepaid these senior notes in October 2019 with a $6.0 million prepayment penalty.
|
(6)
|
The Company prepaid these senior notes in October 2019 with a $4.5 million prepayment penalty.
|
(7)
|
The Company partially prepaid these senior notes in December 2019 with a $10.1 million prepayment premium. The Company repaid the remaining senior notes in January 2020.
|
(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 December 31, 2019 was 67.92 shares per $1,000 principal amount of 3.125% Convertible Notes, which equals a conversion price of $14.72 per share. 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 liability 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 liability 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 December 31, 2019, the carrying value of the 3.125% Convertible Notes was $268.7 million, net of fees, and the unamortized discount of the 3.125% Convertible Notes was $15.5 million, net of fees. As of December 31, 2018, the carrying value of the 3.125% Convertible Notes was $262.6 million, net of fees, and the unamortized discount of the 3.125% Convertible Notes was $20.5 million, net of fees. During the years ended December 31, 2019, 2018 and 2017, the Company recognized $9.0 million, $9.0 million and $2.5 million, respectively, of contractual interest and $5.0 million, $4.7 million and $1.3 million, respectively, of discount amortization on the 3.125% Convertible Notes. The effective interest rate for 2019, 2018 and 2017 was 5.2%.
|
(10)
|
The Company can prepay these senior notes without penalty beginning July 1, 2024.
|
(11)
|
The Company can prepay these senior notes without penalty beginning May 1, 2025.
|
(12)
|
The Company capitalized interest relating to development activities of $7.5 million, $11.3 million and $8.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
|
Unsecured Debt
|
|
Secured Debt
|
|
Total
|
||||||
2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
—
|
|
|
159,083
|
|
|
159,083
|
|
|||
2022
|
798,045
|
|
|
47,901
|
|
|
845,946
|
|
|||
2023
|
—
|
|
|
491,875
|
|
|
491,875
|
|
|||
2024
|
775,000
|
|
|
—
|
|
|
775,000
|
|
|||
Thereafter
|
650,000
|
|
|
514,134
|
|
|
1,164,134
|
|
|||
Total principal maturities
|
2,223,045
|
|
|
1,212,993
|
|
|
3,436,038
|
|
|||
Unamortized discounts and deferred financing costs, net
|
(41,228
|
)
|
|
(7,730
|
)
|
|
(48,958
|
)
|
|||
Total debt obligations, net
|
$
|
2,181,817
|
|
|
$
|
1,205,263
|
|
|
$
|
3,387,080
|
|
|
As of December 31,
|
||||||||||||||
|
2019
|
|
2018
|
||||||||||||
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
||||||||
Real estate, net
|
$
|
1,409,585
|
|
|
$
|
117,634
|
|
|
$
|
1,620,008
|
|
|
$
|
151,011
|
|
Real estate available and held for sale
|
—
|
|
|
8,650
|
|
|
1,055
|
|
|
21,496
|
|
||||
Net investment in leases
|
418,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Land and development, net
|
—
|
|
|
580,545
|
|
|
12,300
|
|
|
585,918
|
|
||||
Loans receivable and other lending investments, net(2)(3)
|
233,104
|
|
|
566,050
|
|
|
498,524
|
|
|
480,154
|
|
||||
Other investments
|
—
|
|
|
907,875
|
|
|
—
|
|
|
304,275
|
|
||||
Cash and other assets
|
—
|
|
|
814,044
|
|
|
—
|
|
|
1,329,990
|
|
||||
Total
|
$
|
2,061,604
|
|
|
$
|
2,994,798
|
|
|
$
|
2,131,887
|
|
|
$
|
2,872,844
|
|
(1)
|
The Senior Term Loan and the 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 December 31, 2019, Collateral Assets includes $438.7 million carrying value of assets held by entities whose equity interests are pledged as collateral for the Revolving Credit Facility that is undrawn as of December 31, 2019.
|
(2)
|
As of December 31, 2019 and 2018, the amounts presented exclude general reserves for loan losses of $6.9 million and $13.0 million, respectively.
|
(3)
|
As of December 31, 2019 and 2018, the amounts presented exclude loan participations of $35.6 million and $22.5 million, respectively.
|
|
Loans and Other Lending Investments(1)
|
|
Real Estate(2)
|
|
Other
Investments
|
|
Total
|
||||||||
Performance-Based Commitments
|
$
|
225,600
|
|
|
$
|
70,047
|
|
|
$
|
131,380
|
|
|
$
|
427,027
|
|
Strategic Investments
|
—
|
|
|
—
|
|
|
16,851
|
|
|
16,851
|
|
||||
Total
|
$
|
225,600
|
|
|
$
|
70,047
|
|
|
$
|
148,231
|
|
|
$
|
443,878
|
|
(1)
|
Excludes $14.3 million of commitments on loan participations sold that are not the obligation of the Company.
|
(2)
|
Includes a commitment to invest up to $55.0 million in additional bowling centers over the next several years (refer to Note 5).
|
|
Operating(1)(2)
|
|
Finance(1)
|
||||
2020
|
$
|
4,167
|
|
|
$
|
5,386
|
|
2021
|
1,803
|
|
|
5,494
|
|
||
2022
|
1,098
|
|
|
5,604
|
|
||
2023
|
728
|
|
|
5,716
|
|
||
2024
|
617
|
|
|
5,830
|
|
||
Thereafter
|
1,447
|
|
|
1,573,824
|
|
||
Total undiscounted cash flows
|
9,860
|
|
|
1,601,854
|
|
||
Present value discount(1)
|
(1,057
|
)
|
|
(1,454,105
|
)
|
||
Other adjustments(2)
|
25,379
|
|
|
—
|
|
||
Lease liabilities
|
$
|
34,182
|
|
|
$
|
147,749
|
|
(1)
|
During the year ended December 31, 2019, the Company made payments of $4.1 million related to its operating leases and $3.3 million related to its finance leases (refer to Note 4). The weighted average lease term for the Company's operating leases, excluding operating leases for which the Company's tenants pay rent on its behalf, was 4.2 years and the weighted average discount rate was 5.6%. The weighted average lease term for the Company's finance leases was 93 years and the weighted average discount rate was 5.4%.
|
(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. The amount shown above is the net present value of the payments to be made by the Company's tenants on its behalf.
|
|
Operating(1)
|
||
2019
|
$
|
4,340
|
|
2020
|
4,016
|
|
|
2021
|
1,589
|
|
|
2022
|
991
|
|
|
2023
|
849
|
|
|
Thereafter
|
2,469
|
|
(1)
|
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.
|
(1)
|
Over the next 12 months, the Company expects that $5.1 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as an increase to interest expense.
|
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 Year Ended December 31, 2019
|
|
|
|
|
||||||
Interest rate swaps(1)
|
|
Interest expense
|
|
$
|
(21,165
|
)
|
|
$
|
(1,861
|
)
|
Interest rate swaps
|
|
Earnings from equity method investments
|
|
(21,417
|
)
|
|
(184
|
)
|
||
For the Year Ended December 31, 2018
|
|
|
|
|
||||||
Interest rate swaps
|
|
Interest expense
|
|
(12,963
|
)
|
|
(388
|
)
|
||
Interest rate swaps
|
|
Earnings from equity method investments
|
|
(1,736
|
)
|
|
20
|
|
||
For the Year Ended December 31, 2017
|
|
|
|
|
||||||
Interest rate cap
|
|
Earnings from equity method investments
|
|
(16
|
)
|
|
(16
|
)
|
||
Interest rate swaps
|
|
Interest expense
|
|
495
|
|
|
339
|
|
||
Interest rate swap
|
|
Earnings from equity method investments
|
|
368
|
|
|
(285
|
)
|
||
Foreign exchange contracts
|
|
Earnings from equity method investments
|
|
(352
|
)
|
|
—
|
|
(1)
|
For the year ended December 31, 2019, $4.3 million of the loss recognized in accumulated other comprehensive income was attributable to a noncontrolling interest.
|
|
|
Location of Gain or
(Loss) Recognized in
Income
|
|
Amount of Gain
or (Loss) Recognized in Income
|
||
Derivatives not Designated in Hedging Relationships(1)
|
|
|
For the Year
Ended December 31, 2017
|
|||
Interest rate cap
|
|
Other expense
|
|
$
|
6
|
|
Foreign exchange contracts
|
|
Other expense
|
|
(970
|
)
|
(1)
|
The Company did not have any derivatives not designated in hedging relationships during the years ended December 31, 2019 and 2018.
|
|
|
|
|
|
|
Cumulative Preferential Cash
Dividends(1)(2)
|
|
Carrying Value
(in thousands)
|
||||||||||||||||||
Series
|
|
Shares Issued and
Outstanding
(in thousands)
|
|
Par Value
|
|
Liquidation Preference(3)(4)
|
|
Rate per Annum
|
|
Annual
Dividend Rate
(per share)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
D
|
|
4,000
|
|
|
$
|
0.001
|
|
|
$
|
25.00
|
|
|
8.00
|
%
|
|
$
|
2.00
|
|
|
$
|
89,041
|
|
|
$
|
89,041
|
|
G
|
|
3,200
|
|
|
0.001
|
|
|
25.00
|
|
|
7.65
|
%
|
|
1.91
|
|
|
72,664
|
|
|
72,664
|
|
|||||
I
|
|
5,000
|
|
|
0.001
|
|
|
25.00
|
|
|
7.50
|
%
|
|
1.88
|
|
|
120,785
|
|
|
120,785
|
|
|||||
J (convertible)(4)
|
|
4,000
|
|
|
0.001
|
|
|
50.00
|
|
|
4.50
|
%
|
|
2.25
|
|
|
—
|
|
|
193,510
|
|
|||||
Total
|
|
16,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
282,490
|
|
|
$
|
476,000
|
|
(1)
|
Holders of shares of the Series D, G and I 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 $8.0 million, $6.1 million and $9.4 million on its Series D, G and I Cumulative Redeemable Preferred Stock during the years ended December 31, 2019 and 2018, respectively. The Company declared and paid dividends of $9.0 million and $9.0 million on its Series J Convertible Perpetual Preferred Stock during the years ended December 31, 2019 and 2018, respectively. The character of the 2019 dividends was 100% capital gain distribution, of which 34.01% represented unrecaptured section 1250 gain. The character of the 2018 dividends was 100% capital gain distribution, of which 26.02% represented unrecaptured section 1250 gain and 73.98% 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)
|
The Company redeemed all of its Series J Preferred Stock in December 2019.
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Unrealized gains on available-for-sale securities
|
$
|
2,756
|
|
|
$
|
475
|
|
Unrealized losses on cash flow hedges
|
(37,264
|
)
|
|
(13,546
|
)
|
||
Unrealized losses on cumulative translation adjustment
|
(4,199
|
)
|
|
(4,199
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(38,707
|
)
|
|
$
|
(17,270
|
)
|
|
iPIP Investment Pool
|
|||||||
|
2013-2014
|
|
2015-2016
|
|
2017-2018
|
|||
Points at beginning of period
|
85.77
|
|
|
79.41
|
|
|
82.43
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
(4.60
|
)
|
|
(6.13
|
)
|
|
(5.16
|
)
|
Points at end of period
|
81.17
|
|
|
73.28
|
|
|
77.27
|
|
|
|
Number
of Shares
|
|
Weighted Average
Grant Date
Fair Value
Per Share
|
|
Aggregate
Intrinsic
Value
|
|||||
Non-vested as of December 31, 2018
|
|
357
|
|
|
$
|
10.68
|
|
|
$
|
3,277
|
|
Granted
|
|
485
|
|
|
$
|
8.84
|
|
|
|
||
Vested
|
|
(153
|
)
|
|
$
|
11.12
|
|
|
|
||
Forfeited
|
|
(91
|
)
|
|
$
|
9.99
|
|
|
|
||
Non-vested as of December 31, 2019
|
|
598
|
|
|
$
|
9.18
|
|
|
$
|
8,688
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income (loss) from continuing operations
|
$
|
334,325
|
|
|
$
|
(18,326
|
)
|
|
$
|
51,851
|
|
Net income attributable to noncontrolling interests
|
(10,283
|
)
|
|
(13,936
|
)
|
|
(4,526
|
)
|
|||
Preferred dividends
|
(32,495
|
)
|
|
(32,495
|
)
|
|
(48,444
|
)
|
|||
Premium above book value on redemption of preferred stock
|
—
|
|
|
—
|
|
|
(16,314
|
)
|
|||
Income (loss) from continuing operations attributable to iStar Inc. and allocable to common shareholders for basic earnings per common share
|
$
|
291,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
(17,433
|
)
|
Add: Effect of Series J convertible perpetual preferred stock
|
9,000
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations attributable to iStar Inc. and allocable to common shareholders for diluted earnings per common share
|
$
|
300,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
(17,433
|
)
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Earnings allocable to common shares:
|
|
|
|
|
|
||||||
Numerator for basic earnings per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to iStar Inc. and allocable to common shareholders
|
$
|
291,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
(17,433
|
)
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
4,939
|
|
|||
Gain from discontinued operations
|
—
|
|
|
—
|
|
|
123,418
|
|
|||
Net income (loss) attributable to iStar Inc. and allocable to common shareholders
|
$
|
291,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
110,924
|
|
|
|
|
|
|
|
||||||
Numerator for diluted earnings per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to iStar Inc. and allocable to common shareholders
|
$
|
300,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
(17,433
|
)
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
4,939
|
|
|||
Gain from discontinued operations
|
—
|
|
|
—
|
|
|
123,418
|
|
|||
Net income (loss) attributable to iStar Inc. and allocable to common shareholders
|
$
|
300,547
|
|
|
$
|
(64,757
|
)
|
|
$
|
110,924
|
|
|
|
|
|
|
|
||||||
Denominator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding for basic earnings per common share
|
64,696
|
|
|
67,958
|
|
|
71,021
|
|
|||
Add: Effect of assumed shares issued under treasury stock method for restricted stock units
|
146
|
|
|
—
|
|
|
—
|
|
|||
Add: Effect of series J convertible perpetual preferred stock
|
15,824
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding for diluted earnings per common share
|
80,666
|
|
|
67,958
|
|
|
71,021
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to iStar Inc. and allocable to common shareholders
|
$
|
4.51
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.25
|
)
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
0.07
|
|
|||
Gain from discontinued operations
|
—
|
|
|
—
|
|
|
1.74
|
|
|||
Net income (loss) attributable to iStar Inc. and allocable to common shareholders
|
$
|
4.51
|
|
|
$
|
(0.95
|
)
|
|
$
|
1.56
|
|
|
|
|
|
|
|
||||||
Diluted earnings per common share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to iStar Inc. and allocable to common shareholders
|
$
|
3.73
|
|
|
$
|
(0.95
|
)
|
|
$
|
(0.25
|
)
|
Income from discontinued operations
|
—
|
|
|
—
|
|
|
0.07
|
|
|||
Gain from discontinued operations
|
—
|
|
|
—
|
|
|
1.74
|
|
|||
Net income (loss) attributable to iStar Inc. and allocable to common shareholders
|
$
|
3.73
|
|
|
$
|
(0.95
|
)
|
|
$
|
1.56
|
|
|
For the Years Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Joint venture shares
|
—
|
|
|
—
|
|
|
255
|
|
Series J convertible perpetual preferred stock
|
—
|
|
|
15,704
|
|
|
15,635
|
|
(1)
|
For the year ended December 31, 2017, the effect of 6 and 17 unvested time and market-based Units, respectively, were anti-dilutive due to the Company having a net loss for the period.
|
(2)
|
For the year ended December 31, 2018, the effect of the Company's unvested Units, CSEs and restricted stock awards were anti-dilutive due to the Company having a net loss for the period.
|
(3)
|
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 years ended December 31, 2019, 2018, and 2017, 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 December 31, 2019
|
|
|
|
|
|
|
|
||||||||
Recurring basis:
|
|
|
|
|
|
|
|
||||||||
Derivative assets(1)
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
114
|
|
|
$
|
—
|
|
Derivative liabilities(1)
|
8,680
|
|
|
—
|
|
|
8,680
|
|
|
—
|
|
||||
Available-for-sale securities(1)
|
23,896
|
|
|
—
|
|
|
—
|
|
|
23,896
|
|
||||
Non-recurring basis:
|
|
|
|
|
|
|
|
||||||||
Impaired land and development(2)
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
||||
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 aggregate impairments of $5.3 million on two land and development assets with an estimated aggregate fair value of $40.0 million. The estimated fair values are based on expected sales proceeds.
|
(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:
|
i.
|
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.
|
ii.
|
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.
|
iii.
|
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:
|
i.
|
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.
|
ii.
|
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.
|
iii.
|
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.
|
iv.
|
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
|
|
(45
|
)
|
|
(46
|
)
|
||
Unrealized gains (losses) recorded in other comprehensive income
|
|
2,280
|
|
|
(1,135
|
)
|
||
Ending balance
|
|
$
|
23,896
|
|
|
$
|
21,661
|
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land and Development
|
|
Corporate/Other(1)
|
|
Company Total
|
||||||||||||
Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating lease income
|
$
|
—
|
|
|
$
|
177,679
|
|
|
$
|
28,423
|
|
|
$
|
286
|
|
|
$
|
—
|
|
|
$
|
206,388
|
|
Interest income
|
75,636
|
|
|
2,018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,654
|
|
||||||
Interest income from sales-type leases
|
—
|
|
|
20,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,496
|
|
||||||
Other income
|
4,946
|
|
|
16,718
|
|
|
17,384
|
|
|
7,838
|
|
|
8,477
|
|
|
55,363
|
|
||||||
Land development revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
119,595
|
|
|
—
|
|
|
119,595
|
|
||||||
Earnings (losses) from equity method investments
|
—
|
|
|
29,235
|
|
|
8,298
|
|
|
4,322
|
|
|
(6
|
)
|
|
41,849
|
|
||||||
Selling profit from sales-type leases
|
—
|
|
|
180,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
180,416
|
|
||||||
Income from sales of real estate
|
—
|
|
|
224,654
|
|
|
11,969
|
|
|
—
|
|
|
—
|
|
|
236,623
|
|
||||||
Total revenue and other earnings
|
80,582
|
|
|
651,216
|
|
|
66,074
|
|
|
132,041
|
|
|
8,471
|
|
|
938,384
|
|
||||||
Real estate expense
|
—
|
|
|
(24,786
|
)
|
|
(35,322
|
)
|
|
(32,318
|
)
|
|
—
|
|
|
(92,426
|
)
|
||||||
Land development cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,663
|
)
|
|
—
|
|
|
(109,663
|
)
|
||||||
Other expense
|
(462
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,658
|
)
|
|
(13,120
|
)
|
||||||
Allocated interest expense
|
(29,587
|
)
|
|
(95,154
|
)
|
|
(10,249
|
)
|
|
(20,706
|
)
|
|
(28,223
|
)
|
|
(183,919
|
)
|
||||||
Allocated general and administrative(2)
|
(8,254
|
)
|
|
(25,990
|
)
|
|
(2,887
|
)
|
|
(11,957
|
)
|
|
(19,085
|
)
|
|
(68,173
|
)
|
||||||
Segment profit (loss)(3)
|
$
|
42,279
|
|
|
$
|
505,286
|
|
|
$
|
17,616
|
|
|
$
|
(42,603
|
)
|
|
$
|
(51,495
|
)
|
|
$
|
471,083
|
|
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for loan losses
|
$
|
6,482
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,482
|
|
Impairment of assets
|
—
|
|
|
2,471
|
|
|
3,853
|
|
|
6,427
|
|
|
668
|
|
|
13,419
|
|
||||||
Depreciation and amortization
|
—
|
|
|
51,091
|
|
|
4,977
|
|
|
977
|
|
|
1,214
|
|
|
58,259
|
|
||||||
Capitalized expenditures
|
—
|
|
|
31,445
|
|
|
5,617
|
|
|
99,031
|
|
|
—
|
|
|
136,093
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating lease income
|
$
|
—
|
|
|
$
|
151,958
|
|
|
$
|
55,677
|
|
|
$
|
557
|
|
|
$
|
—
|
|
|
$
|
208,192
|
|
Interest income
|
97,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,878
|
|
||||||
Other income
|
4,556
|
|
|
4,286
|
|
|
54,361
|
|
|
7,320
|
|
|
11,819
|
|
|
82,342
|
|
||||||
Land development revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
409,710
|
|
|
—
|
|
|
409,710
|
|
||||||
Earnings (losses) from equity method investments
|
—
|
|
|
8,479
|
|
|
(1,003
|
)
|
|
(3,110
|
)
|
|
(9,373
|
)
|
|
(5,007
|
)
|
||||||
Gain from consolidation of equity method investment
|
—
|
|
|
67,877
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,877
|
|
||||||
Income from sales of real estate
|
—
|
|
|
45,038
|
|
|
80,966
|
|
|
—
|
|
|
—
|
|
|
126,004
|
|
||||||
Total revenue and other earnings
|
102,434
|
|
|
277,638
|
|
|
190,001
|
|
|
414,477
|
|
|
2,446
|
|
|
986,996
|
|
||||||
Real estate expense
|
—
|
|
|
(17,033
|
)
|
|
(80,570
|
)
|
|
(41,686
|
)
|
|
—
|
|
|
(139,289
|
)
|
||||||
Land development cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(350,181
|
)
|
|
—
|
|
|
(350,181
|
)
|
||||||
Other expense
|
(1,578
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,462
|
)
|
|
(6,040
|
)
|
||||||
Allocated interest expense
|
(40,653
|
)
|
|
(63,706
|
)
|
|
(18,618
|
)
|
|
(21,897
|
)
|
|
(38,877
|
)
|
|
(183,751
|
)
|
||||||
Allocated general and administrative(2)
|
(12,997
|
)
|
|
(20,713
|
)
|
|
(6,574
|
)
|
|
(14,313
|
)
|
|
(19,975
|
)
|
|
(74,572
|
)
|
||||||
Segment profit (loss) (3)
|
$
|
47,206
|
|
|
$
|
176,186
|
|
|
$
|
84,239
|
|
|
$
|
(13,600
|
)
|
|
$
|
(60,868
|
)
|
|
$
|
233,163
|
|
Other significant non-cash items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for loan losses
|
$
|
16,937
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,937
|
|
Impairment of assets
|
—
|
|
|
10,391
|
|
|
79,991
|
|
|
56,726
|
|
|
—
|
|
|
147,108
|
|
||||||
Depreciation and amortization
|
—
|
|
|
38,588
|
|
|
17,417
|
|
|
1,353
|
|
|
1,341
|
|
|
58,699
|
|
||||||
Capitalized expenditures
|
—
|
|
|
40,215
|
|
|
19,912
|
|
|
144,595
|
|
|
—
|
|
|
204,722
|
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land and Development
|
|
Corporate/Other(1)
|
|
Company Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating lease income
|
$
|
—
|
|
|
$
|
123,685
|
|
|
$
|
63,159
|
|
|
$
|
840
|
|
|
$
|
—
|
|
|
$
|
187,684
|
|
Interest income
|
106,548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106,548
|
|
||||||
Other income
|
2,633
|
|
|
2,603
|
|
|
49,641
|
|
|
126,259
|
|
|
6,955
|
|
|
188,091
|
|
||||||
Land development revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
196,879
|
|
|
—
|
|
|
196,879
|
|
||||||
Earnings (losses) from equity method investments
|
—
|
|
|
5,086
|
|
|
(772
|
)
|
|
7,292
|
|
|
1,409
|
|
|
13,015
|
|
||||||
Income from discontinued operations
|
—
|
|
|
4,939
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,939
|
|
||||||
Gain from discontinued operations
|
—
|
|
|
123,418
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,418
|
|
||||||
Income from sales of real estate
|
—
|
|
|
87,512
|
|
|
4,537
|
|
|
—
|
|
|
—
|
|
|
92,049
|
|
||||||
Total revenue and other earnings
|
109,181
|
|
|
347,243
|
|
|
116,565
|
|
|
331,270
|
|
|
8,364
|
|
|
912,623
|
|
||||||
Real estate expense
|
—
|
|
|
(16,742
|
)
|
|
(89,725
|
)
|
|
(41,150
|
)
|
|
—
|
|
|
(147,617
|
)
|
||||||
Land development cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(180,916
|
)
|
|
—
|
|
|
(180,916
|
)
|
||||||
Other expense
|
(1,413
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,541
|
)
|
|
(20,954
|
)
|
||||||
Allocated interest expense
|
(40,359
|
)
|
|
(53,710
|
)
|
|
(20,171
|
)
|
|
(28,033
|
)
|
|
(52,413
|
)
|
|
(194,686
|
)
|
||||||
Allocated general and administrative(2)
|
(15,223
|
)
|
|
(19,563
|
)
|
|
(8,075
|
)
|
|
(16,483
|
)
|
|
(20,726
|
)
|
|
(80,070
|
)
|
||||||
Segment profit (loss) (3)
|
$
|
52,186
|
|
|
$
|
257,228
|
|
|
$
|
(1,406
|
)
|
|
$
|
64,688
|
|
|
$
|
(84,316
|
)
|
|
$
|
288,380
|
|
Other significant non-cash items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recovery of loan losses
|
$
|
(5,828
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,828
|
)
|
Impairment of assets
|
—
|
|
|
5,486
|
|
|
6,358
|
|
|
20,535
|
|
|
—
|
|
|
32,379
|
|
||||||
Depreciation and amortization
|
—
|
|
|
28,132
|
|
|
17,684
|
|
|
1,896
|
|
|
1,321
|
|
|
49,033
|
|
||||||
Capitalized expenditures
|
—
|
|
|
4,838
|
|
|
35,754
|
|
|
125,744
|
|
|
—
|
|
|
166,336
|
|
|
Real Estate Finance
|
|
Net Lease
|
|
Operating Properties
|
|
Land and Development
|
|
Corporate/Other(1)
|
|
Company Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate, net
|
$
|
—
|
|
|
$
|
1,327,082
|
|
|
$
|
200,137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,527,219
|
|
Real estate available and held for sale
|
—
|
|
|
—
|
|
|
8,650
|
|
|
—
|
|
|
—
|
|
|
8,650
|
|
||||||
Total real estate
|
—
|
|
|
1,327,082
|
|
|
208,787
|
|
|
—
|
|
|
—
|
|
|
1,535,869
|
|
||||||
Net investment in leases
|
—
|
|
|
418,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
418,915
|
|
||||||
Land and development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
580,545
|
|
|
—
|
|
|
580,545
|
|
||||||
Loans receivable and other lending investments, net
|
783,522
|
|
|
44,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
827,861
|
|
||||||
Other investments
|
—
|
|
|
760,068
|
|
|
61,686
|
|
|
42,866
|
|
|
43,255
|
|
|
907,875
|
|
||||||
Total portfolio assets
|
$
|
783,522
|
|
|
$
|
2,550,404
|
|
|
$
|
270,473
|
|
|
$
|
623,411
|
|
|
$
|
43,255
|
|
|
4,271,065
|
|
|
Cash and other assets
|
|
|
|
|
|
|
|
|
|
|
814,044
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
$
|
5,085,109
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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 $30.4 million, $17.6 million and $18.8 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(3)
|
The following is a reconciliation of segment profit to net income (loss) ($ in thousands):
|
|
For the Years Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Segment profit
|
$
|
471,083
|
|
|
$
|
233,163
|
|
|
$
|
288,380
|
|
Add/Less: (Provision for) recovery of loan losses
|
(6,482
|
)
|
|
(16,937
|
)
|
|
5,828
|
|
|||
Less: Impairment of assets
|
(13,419
|
)
|
|
(147,108
|
)
|
|
(32,379
|
)
|
|||
Less: Depreciation and amortization
|
(58,259
|
)
|
|
(58,699
|
)
|
|
(49,033
|
)
|
|||
Less: Stock-based compensation expense
|
(30,436
|
)
|
|
(17,563
|
)
|
|
(18,812
|
)
|
|||
Less: Income tax (expense) benefit
|
(438
|
)
|
|
(815
|
)
|
|
948
|
|
|||
Less: Loss on early extinguishment of debt, net
|
(27,724
|
)
|
|
(10,367
|
)
|
|
(14,724
|
)
|
|||
Net income (loss)
|
$
|
334,325
|
|
|
$
|
(18,326
|
)
|
|
$
|
180,208
|
|
|
|
For the Quarters Ended
|
||||||||||||||
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
||||||||
2019:
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
128,888
|
|
|
$
|
145,338
|
|
|
$
|
98,468
|
|
|
$
|
106,802
|
|
Net income (loss)
|
|
$
|
(36,022
|
)
|
|
$
|
3,626
|
|
|
$
|
373,691
|
|
|
$
|
(6,970
|
)
|
Net income (loss) attributable to iStar Inc.
|
|
$
|
(38,137
|
)
|
|
$
|
781
|
|
|
$
|
370,839
|
|
|
$
|
(9,441
|
)
|
Earnings per common share data(1):
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(46,260
|
)
|
|
$
|
(7,343
|
)
|
|
$
|
362,715
|
|
|
$
|
(17,565
|
)
|
Diluted
|
|
$
|
(46,260
|
)
|
|
$
|
(7,343
|
)
|
|
$
|
364,965
|
|
|
$
|
(17,565
|
)
|
Earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.71
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
5.67
|
|
|
$
|
(0.26
|
)
|
Diluted
|
|
$
|
(0.71
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
4.55
|
|
|
$
|
(0.26
|
)
|
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
64,910
|
|
|
62,168
|
|
|
64,019
|
|
|
67,747
|
|
||||
Diluted
|
|
64,910
|
|
|
62,168
|
|
|
80,259
|
|
|
67,747
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2018:
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
140,165
|
|
|
$
|
122,141
|
|
|
$
|
171,571
|
|
|
$
|
364,245
|
|
Net income (loss)
|
|
$
|
(105,028
|
)
|
|
$
|
(8,832
|
)
|
|
$
|
60,506
|
|
|
$
|
35,028
|
|
Net income (loss) attributable to iStar Inc.
|
|
$
|
(107,332
|
)
|
|
$
|
(10,860
|
)
|
|
$
|
50,997
|
|
|
$
|
34,933
|
|
Earnings per common share data(1):
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common shareholders
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(115,455
|
)
|
|
$
|
(18,984
|
)
|
|
$
|
42,873
|
|
|
$
|
26,809
|
|
Diluted
|
|
$
|
(115,455
|
)
|
|
$
|
(18,984
|
)
|
|
$
|
45,123
|
|
|
$
|
29,059
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(1.70
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
0.63
|
|
|
$
|
0.39
|
|
Diluted
|
|
$
|
(1.70
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
0.54
|
|
|
$
|
0.35
|
|
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
68,012
|
|
|
67,975
|
|
|
67,932
|
|
|
67,913
|
|
||||
Diluted
|
|
68,012
|
|
|
67,975
|
|
|
83,694
|
|
|
83,670
|
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Adjustments
to Valuation
Accounts
|
|
Deductions
|
|
Balance at
End
of Period
|
||||||||||
For the Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for loan losses(1)(2)
|
|
$
|
85,545
|
|
|
$
|
(5,828
|
)
|
|
$
|
—
|
|
|
$
|
(1,228
|
)
|
|
$
|
78,489
|
|
Allowance for doubtful accounts(2)
|
|
2,588
|
|
|
473
|
|
|
—
|
|
|
(451
|
)
|
|
2,610
|
|
|||||
Allowance for deferred tax assets(2)
|
|
66,498
|
|
|
7,108
|
|
|
(9,318
|
)
|
|
(1,030
|
)
|
|
63,258
|
|
|||||
|
|
$
|
154,631
|
|
|
$
|
1,753
|
|
|
$
|
(9,318
|
)
|
|
$
|
(2,709
|
)
|
|
$
|
144,357
|
|
For the Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for loan losses(1)(2)
|
|
$
|
78,489
|
|
|
$
|
16,937
|
|
|
$
|
—
|
|
|
$
|
(42,031
|
)
|
|
$
|
53,395
|
|
Allowance for doubtful accounts(2)
|
|
2,610
|
|
|
1,300
|
|
|
—
|
|
|
(639
|
)
|
|
3,271
|
|
|||||
Allowance for deferred tax assets(2)
|
|
63,258
|
|
|
14,849
|
|
|
—
|
|
|
—
|
|
|
78,107
|
|
|||||
|
|
$
|
144,357
|
|
|
$
|
33,086
|
|
|
$
|
—
|
|
|
$
|
(42,670
|
)
|
|
$
|
134,773
|
|
For the Year Ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserve for loan losses(1)(2)
|
|
$
|
53,395
|
|
|
$
|
6,482
|
|
|
$
|
—
|
|
|
$
|
(31,243
|
)
|
|
$
|
28,634
|
|
Allowance for doubtful accounts(2)
|
|
3,271
|
|
|
(696
|
)
|
|
—
|
|
|
(633
|
)
|
|
1,942
|
|
|||||
Allowance for deferred tax assets(2)
|
|
78,107
|
|
|
1,538
|
|
|
—
|
|
|
—
|
|
|
79,645
|
|
|||||
|
|
$
|
134,773
|
|
|
$
|
7,324
|
|
|
$
|
—
|
|
|
$
|
(31,876
|
)
|
|
$
|
110,221
|
|
(1)
|
Refer to Note 7 to the Company's consolidated financial statements.
|
(2)
|
Refer to Note 3 to the Company's consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition(2)
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
|
|||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciable
Life
(Years)
|
|||||||||||||||||||
OFFICE FACILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Tempe, Arizona
|
OFF001
|
$
|
—
|
|
|
(1)
|
|
$
|
1,033
|
|
|
$
|
6,652
|
|
|
$
|
2,942
|
|
|
$
|
1,033
|
|
|
$
|
9,594
|
|
|
$
|
10,627
|
|
|
$
|
4,959
|
|
|
1999
|
|
40.0
|
|
Tempe, Arizona
|
OFF002
|
—
|
|
|
(1)
|
|
1,033
|
|
|
6,652
|
|
|
491
|
|
|
1,033
|
|
|
7,143
|
|
|
8,176
|
|
|
3,521
|
|
|
1999
|
|
40.0
|
|||||||||
Tempe, Arizona
|
OFF003
|
—
|
|
|
(1)
|
|
1,033
|
|
|
6,652
|
|
|
556
|
|
|
1,033
|
|
|
7,208
|
|
|
8,241
|
|
|
3,524
|
|
|
1999
|
|
40.0
|
|||||||||
Tempe, Arizona
|
OFF004
|
—
|
|
|
(1)
|
|
701
|
|
|
4,339
|
|
|
2,171
|
|
|
701
|
|
|
6,510
|
|
|
7,211
|
|
|
2,551
|
|
|
1999
|
|
40.0
|
|||||||||
Alameda, California
|
OFF005
|
26,726
|
|
|
|
|
9,702
|
|
|
29,831
|
|
|
1,152
|
|
|
9,702
|
|
|
30,983
|
|
|
40,685
|
|
|
1,437
|
|
|
2018
|
|
40.0
|
|||||||||
Ft. Collins, Colorado
|
OFF006
|
—
|
|
|
|
|
—
|
|
|
16,752
|
|
|
(11,239
|
)
|
|
—
|
|
|
5,513
|
|
|
5,513
|
|
|
237
|
|
|
2002
|
|
40.0
|
|||||||||
Lisle, Illinois
|
OFF007
|
22,527
|
|
|
|
|
7,681
|
|
|
30,230
|
|
|
—
|
|
|
7,681
|
|
|
30,230
|
|
|
37,911
|
|
|
1,446
|
|
|
2018
|
|
40.0
|
|||||||||
Cockeysville, Maryland
|
OFF008
|
115,000
|
|
|
|
|
19,529
|
|
|
148,286
|
|
|
(324
|
)
|
|
19,529
|
|
|
147,962
|
|
|
167,491
|
|
|
4,563
|
|
|
2018
|
|
40.0
|
|||||||||
Chelmsford, Massachusetts
|
OFF009
|
7,096
|
|
|
(1)
|
|
1,600
|
|
|
21,947
|
|
|
285
|
|
|
1,600
|
|
|
22,232
|
|
|
23,832
|
|
|
9,982
|
|
|
2002
|
|
40.0
|
|||||||||
Jersey City, New Jersey
|
OFF010
|
63,500
|
|
|
|
|
—
|
|
|
99,296
|
|
|
—
|
|
|
—
|
|
|
99,296
|
|
|
99,296
|
|
|
2,097
|
|
|
2019
|
|
40.0
|
|||||||||
Mt. Laurel, New Jersey
|
OFF011
|
47,901
|
|
|
(1)
|
|
7,726
|
|
|
74,429
|
|
|
10
|
|
|
7,724
|
|
|
74,441
|
|
|
82,165
|
|
|
31,757
|
|
|
2002
|
|
40.0
|
|||||||||
Riverview, New Jersey
|
OFF012
|
7,755
|
|
|
(1)
|
|
1,008
|
|
|
13,763
|
|
|
206
|
|
|
1,008
|
|
|
13,969
|
|
|
14,977
|
|
|
5,492
|
|
|
2004
|
|
40.0
|
|||||||||
Riverview, New Jersey
|
OFF013
|
18,471
|
|
|
(1)
|
|
2,456
|
|
|
28,955
|
|
|
814
|
|
|
2,456
|
|
|
29,769
|
|
|
32,225
|
|
|
11,753
|
|
|
2004
|
|
40.0
|
|||||||||
North Hills, New York
|
OFF014
|
70,312
|
|
|
|
|
19,631
|
|
|
104,527
|
|
|
—
|
|
|
19,631
|
|
|
104,527
|
|
|
124,158
|
|
|
4,104
|
|
|
2018
|
|
40.0
|
|||||||||
Austin, Texas
|
OFF015
|
91,000
|
|
|
|
|
—
|
|
|
88,136
|
|
|
15,681
|
|
|
—
|
|
|
103,817
|
|
|
103,817
|
|
|
921
|
|
|
2019
|
|
40.0
|
|||||||||
Irving, Texas
|
OFF016
|
—
|
|
|
(1)
|
|
1,364
|
|
|
10,628
|
|
|
5,780
|
|
|
2,373
|
|
|
15,399
|
|
|
17,772
|
|
|
8,414
|
|
|
1999
|
|
40.0
|
|||||||||
Oakton, Virginia
|
OFF017
|
54,813
|
|
|
|
|
14,242
|
|
|
68,610
|
|
|
—
|
|
|
14,242
|
|
|
68,610
|
|
|
82,852
|
|
|
3,105
|
|
|
2018
|
|
40.0
|
|||||||||
Subtotal
|
|
$
|
525,101
|
|
|
|
|
$
|
88,739
|
|
|
$
|
759,685
|
|
|
$
|
18,525
|
|
|
$
|
89,746
|
|
|
$
|
777,203
|
|
|
$
|
866,949
|
|
|
$
|
99,863
|
|
|
|
|
|
|
INDUSTRIAL FACILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Montague, Michigan
|
IND001
|
—
|
|
|
(1)
|
|
598
|
|
|
9,814
|
|
|
—
|
|
|
598
|
|
|
9,814
|
|
|
10,412
|
|
|
4,213
|
|
|
2007
|
|
40.0
|
|||||||||
Little Falls, Minnesota
|
IND002
|
—
|
|
|
(1)
|
|
6,705
|
|
|
17,690
|
|
|
—
|
|
|
6,225
|
|
|
18,170
|
|
|
24,395
|
|
|
6,774
|
|
|
2005
|
|
40.0
|
|||||||||
Jackson, Ohio
|
IND003
|
39,662
|
|
|
|
|
1,990
|
|
|
56,329
|
|
|
16,995
|
|
|
1,990
|
|
|
73,324
|
|
|
75,314
|
|
|
2,544
|
|
|
2018
|
|
40.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition(2)
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
|
|||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciable
Life
(Years)
|
|||||||||||||||||||
El Reno, Oklahoma
|
IND004
|
8,226
|
|
|
|
|
401
|
|
|
7,644
|
|
|
—
|
|
|
401
|
|
|
7,644
|
|
|
8,045
|
|
|
614
|
|
|
2018
|
|
40.0
|
|||||||||
Fort Worth, Texas
|
IND005
|
8,226
|
|
|
|
|
2,341
|
|
|
17,142
|
|
|
—
|
|
|
2,341
|
|
|
17,142
|
|
|
19,483
|
|
|
805
|
|
|
2018
|
|
40.0
|
|||||||||
Chippewa Falls, Wisconsin
|
IND006
|
29,961
|
|
|
|
|
2,845
|
|
|
55,805
|
|
|
—
|
|
|
2,845
|
|
|
55,805
|
|
|
58,650
|
|
|
2,637
|
|
|
2018
|
|
40.0
|
|||||||||
Subtotal
|
|
$
|
86,075
|
|
|
|
|
$
|
14,880
|
|
|
$
|
164,424
|
|
|
$
|
16,995
|
|
|
$
|
14,400
|
|
|
$
|
181,899
|
|
|
$
|
196,299
|
|
|
$
|
17,587
|
|
|
|
|
|
|
LAND:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Scottsdale, Arizona
|
LAN001
|
—
|
|
|
|
|
1,400
|
|
|
—
|
|
|
800
|
|
|
2,200
|
|
|
—
|
|
|
2,200
|
|
|
—
|
|
|
2011
|
|
0
|
|||||||||
Scottsdale, Arizona
|
LAN002
|
—
|
|
|
|
|
34,492
|
|
|
—
|
|
|
—
|
|
|
34,492
|
|
|
—
|
|
|
34,492
|
|
|
—
|
|
|
2019
|
|
0
|
|||||||||
Whittmann, Arizona
|
LAN003
|
—
|
|
|
(1
|
)
|
|
96,700
|
|
|
—
|
|
|
—
|
|
|
96,700
|
|
|
—
|
|
|
96,700
|
|
|
—
|
|
|
2010
|
|
0
|
||||||||
Mammoth Lakes, California
|
LAN004
|
—
|
|
|
|
|
28,464
|
|
|
2,836
|
|
|
(20,742
|
)
|
|
7,722
|
|
|
2,836
|
|
|
10,558
|
|
|
2,836
|
|
|
2010
|
|
0
|
|||||||||
San Jose, California
|
LAN005
|
—
|
|
|
|
|
8,921
|
|
|
—
|
|
|
—
|
|
|
8,921
|
|
|
—
|
|
|
8,921
|
|
|
—
|
|
|
2017
|
|
0
|
|||||||||
Santa Clarita Valley, California
|
LAN006
|
—
|
|
|
|
|
59,100
|
|
|
—
|
|
|
(24,100
|
)
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
|
—
|
|
|
2010
|
|
0
|
|||||||||
Fort Myers, Florida
|
LAN007
|
—
|
|
|
|
|
5,883
|
|
|
—
|
|
|
(2,816
|
)
|
|
3,067
|
|
|
—
|
|
|
3,067
|
|
|
—
|
|
|
2014
|
|
0
|
|||||||||
Indiantown, Florida
|
LAN008
|
—
|
|
|
|
|
8,100
|
|
|
—
|
|
|
—
|
|
|
8,100
|
|
|
—
|
|
|
8,100
|
|
|
—
|
|
|
2009
|
|
0
|
|||||||||
Naples, Florida
|
LAN009
|
—
|
|
|
|
|
26,600
|
|
|
—
|
|
|
(142
|
)
|
|
26,458
|
|
|
—
|
|
|
26,458
|
|
|
4
|
|
|
2010
|
|
0
|
|||||||||
Chicago, Illinois
|
LAN010
|
—
|
|
|
|
|
31,500
|
|
|
—
|
|
|
—
|
|
|
31,500
|
|
|
—
|
|
|
31,500
|
|
|
—
|
|
|
2016
|
|
0
|
|||||||||
Asbury Park, New Jersey
|
LAN011
|
—
|
|
|
|
|
43,300
|
|
|
—
|
|
|
31,622
|
|
|
74,922
|
|
|
—
|
|
|
74,922
|
|
|
1,050
|
|
(3)
|
2009
|
|
0
|
|||||||||
Asbury Park, New Jersey
|
LAN012
|
—
|
|
|
|
|
3,992
|
|
|
—
|
|
|
148,681
|
|
|
152,673
|
|
|
—
|
|
|
152,673
|
|
|
—
|
|
|
2009
|
|
0
|
|||||||||
Asbury Park, New Jersey
|
LAN013
|
—
|
|
|
|
|
111
|
|
|
5,954
|
|
|
1,980
|
|
|
111
|
|
|
7,934
|
|
|
8,045
|
|
|
—
|
|
|
2009
|
|
0
|
|||||||||
Brooklyn, New York
|
LAN014
|
—
|
|
|
|
|
58,900
|
|
|
—
|
|
|
(19,874
|
)
|
|
39,026
|
|
|
—
|
|
|
39,026
|
|
|
—
|
|
|
2011
|
|
0
|
|||||||||
Long Beach, New York
|
LAN015
|
—
|
|
|
|
|
52,461
|
|
|
—
|
|
|
(22,461
|
)
|
|
30,000
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
|
2009
|
|
0
|
|||||||||
Wawarsing, New York
|
LAN016
|
—
|
|
|
|
|
4,600
|
|
|
—
|
|
|
—
|
|
|
4,600
|
|
|
—
|
|
|
4,600
|
|
|
—
|
|
|
2018
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition(2)
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
|
|||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciable
Life
(Years)
|
|||||||||||||||||||
Chesterfield County, Virginia
|
LAN017
|
—
|
|
|
|
|
72,138
|
|
|
—
|
|
|
45,873
|
|
|
118,011
|
|
|
—
|
|
|
118,011
|
|
|
5,141
|
|
(3)
|
2009
|
|
0
|
|||||||||
Ranson, West Virginia
|
LAN018
|
—
|
|
|
|
|
9,083
|
|
|
—
|
|
|
(4,083
|
)
|
|
5,000
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
|
2016
|
|
0
|
|||||||||
Subtotal
|
|
$
|
—
|
|
|
|
|
$
|
545,745
|
|
|
$
|
8,790
|
|
|
$
|
134,738
|
|
|
$
|
678,503
|
|
|
$
|
10,770
|
|
|
$
|
689,273
|
|
|
$
|
9,031
|
|
|
|
|
|
|
ENTERTAINMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Birmingham, Alabama
|
ENT001
|
1,668
|
|
|
|
|
1,939
|
|
|
1,840
|
|
|
—
|
|
|
1,939
|
|
|
1,840
|
|
|
3,779
|
|
|
173
|
|
|
2018
|
|
40.0
|
|||||||||
Avondale, Arizona
|
ENT002
|
1,332
|
|
|
|
|
389
|
|
|
2,074
|
|
|
1
|
|
|
389
|
|
|
2,075
|
|
|
2,464
|
|
|
117
|
|
|
2018
|
|
40.0
|
|||||||||
Glendale, Arizona
|
ENT003
|
2,350
|
|
|
|
|
1,750
|
|
|
2,118
|
|
|
—
|
|
|
1,750
|
|
|
2,118
|
|
|
3,868
|
|
|
188
|
|
|
2018
|
|
40.0
|
|||||||||
Gilbert, Arizona
|
ENT004
|
4,948
|
|
|
|
|
1,969
|
|
|
3,552
|
|
|
—
|
|
|
1,969
|
|
|
3,552
|
|
|
5,521
|
|
|
247
|
|
|
2018
|
|
40.0
|
|||||||||
Mesa, Arizona
|
ENT005
|
1,492
|
|
|
|
|
970
|
|
|
1,710
|
|
|
—
|
|
|
970
|
|
|
1,710
|
|
|
2,680
|
|
|
114
|
|
|
2018
|
|
40.0
|
|||||||||
Scottsdale, Arizona
|
ENT006
|
1,746
|
|
|
|
|
1,205
|
|
|
1,933
|
|
|
—
|
|
|
1,205
|
|
|
1,933
|
|
|
3,138
|
|
|
122
|
|
|
2018
|
|
40.0
|
|||||||||
Tucson, Arizona
|
ENT007
|
976
|
|
|
|
|
456
|
|
|
877
|
|
|
1
|
|
|
456
|
|
|
878
|
|
|
1,334
|
|
|
68
|
|
|
2018
|
|
40.0
|
|||||||||
Chula Vista, California
|
ENT008
|
2,630
|
|
|
|
|
2,032
|
|
|
4,869
|
|
|
—
|
|
|
2,032
|
|
|
4,869
|
|
|
6,901
|
|
|
332
|
|
|
2018
|
|
40.0
|
|||||||||
Fontana, California
|
ENT009
|
1,626
|
|
|
|
|
1,097
|
|
|
1,882
|
|
|
1
|
|
|
1,097
|
|
|
1,883
|
|
|
2,980
|
|
|
147
|
|
|
2018
|
|
40.0
|
|||||||||
Moreno Valley, California
|
ENT010
|
1,549
|
|
|
|
|
990
|
|
|
1,910
|
|
|
—
|
|
|
990
|
|
|
1,910
|
|
|
2,900
|
|
|
137
|
|
|
2018
|
|
40.0
|
|||||||||
Murrieta, California
|
ENT011
|
2,838
|
|
|
|
|
1,649
|
|
|
3,803
|
|
|
—
|
|
|
1,649
|
|
|
3,803
|
|
|
5,452
|
|
|
259
|
|
|
2018
|
|
40.0
|
|||||||||
Norco, California
|
ENT012
|
2,649
|
|
|
|
|
1,503
|
|
|
3,608
|
|
|
—
|
|
|
1,503
|
|
|
3,608
|
|
|
5,111
|
|
|
237
|
|
|
2018
|
|
40.0
|
|||||||||
Palmdale, California
|
ENT013
|
1,136
|
|
|
|
|
777
|
|
|
1,963
|
|
|
—
|
|
|
777
|
|
|
1,963
|
|
|
2,740
|
|
|
158
|
|
|
2018
|
|
40.0
|
|||||||||
San Diego, California
|
ENT014
|
—
|
|
|
(1)
|
|
—
|
|
|
18,000
|
|
|
—
|
|
|
—
|
|
|
18,000
|
|
|
18,000
|
|
|
6,880
|
|
|
2003
|
|
40.0
|
|||||||||
Thousand Oaks, California
|
ENT015
|
—
|
|
|
(1)
|
|
—
|
|
|
1,953
|
|
|
25,772
|
|
|
—
|
|
|
27,725
|
|
|
27,725
|
|
|
7,507
|
|
|
2008
|
|
40.0
|
|||||||||
Upland, California
|
ENT016
|
1,626
|
|
|
|
|
1,167
|
|
|
1,930
|
|
|
—
|
|
|
1,167
|
|
|
1,930
|
|
|
3,097
|
|
|
141
|
|
|
2018
|
|
40.0
|
|||||||||
Brampton, ONT, Canada
|
ENT017
|
2,137
|
|
|
|
|
1,231
|
|
|
2,491
|
|
|
—
|
|
|
1,231
|
|
|
2,491
|
|
|
3,722
|
|
|
176
|
|
|
2018
|
|
40.0
|
|||||||||
Aurora, Colorado
|
ENT018
|
1,645
|
|
|
|
|
1,057
|
|
|
1,719
|
|
|
—
|
|
|
1,057
|
|
|
1,719
|
|
|
2,776
|
|
|
133
|
|
|
2018
|
|
40.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition(2)
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
|
|||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciable
Life
(Years)
|
|||||||||||||||||||
Colorado Springs, Colorado
|
ENT019
|
1,120
|
|
|
|
|
497
|
|
|
820
|
|
|
—
|
|
|
497
|
|
|
820
|
|
|
1,317
|
|
|
72
|
|
|
2018
|
|
40.0
|
|||||||||
Lakewood, Colorado
|
ENT020
|
1,559
|
|
|
|
|
713
|
|
|
2,206
|
|
|
—
|
|
|
713
|
|
|
2,206
|
|
|
2,919
|
|
|
112
|
|
|
2018
|
|
40.0
|
|||||||||
Lone Tree, Colorado
|
ENT021
|
5,625
|
|
|
|
|
2,880
|
|
|
5,586
|
|
|
—
|
|
|
2,880
|
|
|
5,586
|
|
|
8,466
|
|
|
345
|
|
|
2018
|
|
40.0
|
|||||||||
Westminster, Colorado
|
ENT022
|
1,650
|
|
|
|
|
1,018
|
|
|
1,886
|
|
|
—
|
|
|
1,018
|
|
|
1,886
|
|
|
2,904
|
|
|
134
|
|
|
2018
|
|
40.0
|
|||||||||
Wheat Ridge, Colorado
|
ENT023
|
1,070
|
|
|
|
|
669
|
|
|
1,671
|
|
|
—
|
|
|
669
|
|
|
1,671
|
|
|
2,340
|
|
|
119
|
|
|
2018
|
|
40.0
|
|||||||||
Apopka, Florida
|
ENT024
|
1,174
|
|
|
|
|
757
|
|
|
1,347
|
|
|
—
|
|
|
757
|
|
|
1,347
|
|
|
2,104
|
|
|
103
|
|
|
2018
|
|
40.0
|
|||||||||
Boca Raton, Florida
|
ENT025
|
—
|
|
|
(1)
|
|
—
|
|
|
41,809
|
|
|
—
|
|
|
—
|
|
|
41,809
|
|
|
41,809
|
|
|
22,913
|
|
|
2005
|
|
27.0
|
|||||||||
Boynton Beach, Florida
|
ENT026
|
—
|
|
|
(1)
|
|
6,550
|
|
|
—
|
|
|
17,118
|
|
|
6,533
|
|
|
17,135
|
|
|
23,668
|
|
|
5,424
|
|
|
2006
|
|
40.0
|
|||||||||
Margate, Florida
|
ENT027
|
1,259
|
|
|
|
|
513
|
|
|
493
|
|
|
—
|
|
|
513
|
|
|
493
|
|
|
1,006
|
|
|
31
|
|
|
2018
|
|
40.0
|
|||||||||
Melbourne, Florida
|
ENT028
|
1,326
|
|
|
|
|
843
|
|
|
1,537
|
|
|
—
|
|
|
843
|
|
|
1,537
|
|
|
2,380
|
|
|
119
|
|
|
2018
|
|
40.0
|
|||||||||
St. Petersburg, Florida
|
ENT029
|
—
|
|
|
(1)
|
|
4,200
|
|
|
18,272
|
|
|
—
|
|
|
4,200
|
|
|
18,272
|
|
|
22,472
|
|
|
6,783
|
|
|
2005
|
|
40.0
|
|||||||||
W. Palm Beach, Florida
|
ENT030
|
—
|
|
|
(1)
|
|
—
|
|
|
19,337
|
|
|
—
|
|
|
—
|
|
|
19,337
|
|
|
19,337
|
|
|
7,176
|
|
|
2005
|
|
40.0
|
|||||||||
Augusta, Georgia
|
ENT031
|
1,942
|
|
|
|
|
1,383
|
|
|
3,776
|
|
|
—
|
|
|
1,383
|
|
|
3,776
|
|
|
5,159
|
|
|
227
|
|
|
2018
|
|
40.0
|
|||||||||
Kennesaw, Georgia
|
ENT032
|
4,621
|
|
|
|
|
2,098
|
|
|
5,113
|
|
|
(1
|
)
|
|
2,098
|
|
|
5,112
|
|
|
7,210
|
|
|
300
|
|
|
2018
|
|
40.0
|
|||||||||
Lawrenceville, Georgia
|
ENT033
|
1,455
|
|
|
|
|
911
|
|
|
1,285
|
|
|
—
|
|
|
911
|
|
|
1,285
|
|
|
2,196
|
|
|
95
|
|
|
2018
|
|
40.0
|
|||||||||
Marietta, Georgia
|
ENT034
|
2,105
|
|
|
|
|
1,180
|
|
|
1,436
|
|
|
—
|
|
|
1,180
|
|
|
1,436
|
|
|
2,616
|
|
|
102
|
|
|
2018
|
|
40.0
|
|||||||||
Marietta, Georgia
|
ENT035
|
1,252
|
|
|
|
|
715
|
|
|
760
|
|
|
—
|
|
|
715
|
|
|
760
|
|
|
1,475
|
|
|
66
|
|
|
2018
|
|
40.0
|
|||||||||
Norcross, Georgia
|
ENT036
|
2,352
|
|
|
|
|
1,110
|
|
|
380
|
|
|
—
|
|
|
1,110
|
|
|
380
|
|
|
1,490
|
|
|
60
|
|
|
2018
|
|
40.0
|
|||||||||
Roswell, Georgia
|
ENT037
|
2,084
|
|
|
|
|
893
|
|
|
311
|
|
|
1
|
|
|
893
|
|
|
312
|
|
|
1,205
|
|
|
32
|
|
|
2018
|
|
40.0
|
|||||||||
Algonquin, Illinois
|
ENT038
|
3,081
|
|
|
|
|
1,312
|
|
|
4,041
|
|
|
—
|
|
|
1,312
|
|
|
4,041
|
|
|
5,353
|
|
|
314
|
|
|
2018
|
|
40.0
|
|||||||||
Buffalo Grove, Illinois
|
ENT039
|
1,676
|
|
|
|
|
861
|
|
|
3,945
|
|
|
—
|
|
|
861
|
|
|
3,945
|
|
|
4,806
|
|
|
238
|
|
|
2018
|
|
40.0
|
|||||||||
Chicago, Illinois
|
ENT040
|
—
|
|
|
(1)
|
|
8,803
|
|
|
57
|
|
|
30,479
|
|
|
8,803
|
|
|
30,536
|
|
|
39,339
|
|
|
9,403
|
|
|
2006
|
|
40.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition(2)
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
|
|||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciable
Life
(Years)
|
|||||||||||||||||||
Glendale Heights, Illinois
|
ENT041
|
1,082
|
|
|
|
|
455
|
|
|
819
|
|
|
1
|
|
|
455
|
|
|
820
|
|
|
1,275
|
|
|
47
|
|
|
2018
|
|
40.0
|
|||||||||
Lake Zurich, Illinois
|
ENT042
|
1,199
|
|
|
|
|
924
|
|
|
238
|
|
|
1
|
|
|
924
|
|
|
239
|
|
|
1,163
|
|
|
97
|
|
|
2018
|
|
40.0
|
|||||||||
Mount Prospect, Illinois
|
ENT043
|
1,225
|
|
|
|
|
704
|
|
|
956
|
|
|
(1
|
)
|
|
704
|
|
|
955
|
|
|
1,659
|
|
|
66
|
|
|
2018
|
|
40.0
|
|||||||||
Romeoville, Illinois
|
ENT044
|
2,950
|
|
|
|
|
2,254
|
|
|
3,251
|
|
|
—
|
|
|
2,254
|
|
|
3,251
|
|
|
5,505
|
|
|
289
|
|
|
2018
|
|
40.0
|
|||||||||
Roselle, Illinois
|
ENT045
|
1,091
|
|
|
|
|
730
|
|
|
682
|
|
|
—
|
|
|
730
|
|
|
682
|
|
|
1,412
|
|
|
72
|
|
|
2018
|
|
40.0
|
|||||||||
River Grove, Illinois
|
ENT046
|
1,772
|
|
|
|
|
1,754
|
|
|
3,289
|
|
|
(1
|
)
|
|
1,754
|
|
|
3,288
|
|
|
5,042
|
|
|
238
|
|
|
2018
|
|
40.0
|
|||||||||
Vernon Hills, Illinois
|
ENT047
|
978
|
|
|
|
|
600
|
|
|
666
|
|
|
—
|
|
|
600
|
|
|
666
|
|
|
1,266
|
|
|
64
|
|
|
2018
|
|
40.0
|
|||||||||
Waukegan, Illinois
|
ENT048
|
622
|
|
|
|
|
342
|
|
|
670
|
|
|
—
|
|
|
342
|
|
|
670
|
|
|
1,012
|
|
|
50
|
|
|
2018
|
|
40.0
|
|||||||||
Woodridge, Illinois
|
ENT049
|
1,169
|
|
|
|
|
829
|
|
|
1,597
|
|
|
(1
|
)
|
|
829
|
|
|
1,596
|
|
|
2,425
|
|
|
120
|
|
|
2018
|
|
40.0
|
|||||||||
Columbia, Maryland
|
ENT050
|
1,704
|
|
|
|
|
1,762
|
|
|
1,300
|
|
|
—
|
|
|
1,762
|
|
|
1,300
|
|
|
3,062
|
|
|
124
|
|
|
2018
|
|
40.0
|
|||||||||
Ellicott City, Maryland
|
ENT051
|
1,325
|
|
|
|
|
889
|
|
|
1,632
|
|
|
1
|
|
|
889
|
|
|
1,633
|
|
|
2,522
|
|
|
96
|
|
|
2018
|
|
40.0
|
|||||||||
Blaine, Minnesota
|
ENT052
|
2,619
|
|
|
|
|
1,801
|
|
|
2,814
|
|
|
(1
|
)
|
|
1,801
|
|
|
2,813
|
|
|
4,614
|
|
|
250
|
|
|
2018
|
|
40.0
|
|||||||||
Brooklyn Park, Minnesota
|
ENT053
|
2,612
|
|
|
|
|
1,455
|
|
|
2,036
|
|
|
—
|
|
|
1,455
|
|
|
2,036
|
|
|
3,491
|
|
|
180
|
|
|
2018
|
|
40.0
|
|||||||||
Burnsville, Minnesota
|
ENT054
|
—
|
|
|
(1)
|
|
2,962
|
|
|
—
|
|
|
17,164
|
|
|
2,962
|
|
|
17,164
|
|
|
20,126
|
|
|
6,265
|
|
|
2006
|
|
40.0
|
|||||||||
Eden Prairie, Minnesota
|
ENT055
|
2,668
|
|
|
|
|
1,496
|
|
|
2,117
|
|
|
(1
|
)
|
|
1,496
|
|
|
2,116
|
|
|
3,612
|
|
|
166
|
|
|
2018
|
|
40.0
|
|||||||||
Lakeville, Minnesota
|
ENT056
|
2,670
|
|
|
|
|
1,910
|
|
|
3,373
|
|
|
—
|
|
|
1,910
|
|
|
3,373
|
|
|
5,283
|
|
|
230
|
|
|
2018
|
|
40.0
|
|||||||||
Rochester, Minnesota
|
ENT057
|
—
|
|
|
(1)
|
|
2,437
|
|
|
8,715
|
|
|
2,098
|
|
|
2,437
|
|
|
10,813
|
|
|
13,250
|
|
|
4,410
|
|
|
2006
|
|
40.0
|
|||||||||
St. Peters, Missouri
|
ENT058
|
2,904
|
|
|
|
|
1,936
|
|
|
3,381
|
|
|
—
|
|
|
1,936
|
|
|
3,381
|
|
|
5,317
|
|
|
227
|
|
|
2018
|
|
40.0
|
|||||||||
Valley Park, Missouri
|
ENT059
|
1,366
|
|
|
|
|
803
|
|
|
1,408
|
|
|
—
|
|
|
803
|
|
|
1,408
|
|
|
2,211
|
|
|
92
|
|
|
2018
|
|
40.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition(2)
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
|
|||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciable
Life
(Years)
|
|||||||||||||||||||
Asbury Park, New Jersey
|
ENT060
|
—
|
|
|
|
|
750
|
|
|
10,670
|
|
|
678
|
|
|
750
|
|
|
11,348
|
|
|
12,098
|
|
|
516
|
|
|
2017
|
|
40.0
|
|||||||||
Fairlawn, New Jersey
|
ENT061
|
1,589
|
|
|
|
|
1,141
|
|
|
2,094
|
|
|
—
|
|
|
1,141
|
|
|
2,094
|
|
|
3,235
|
|
|
123
|
|
|
2018
|
|
40.0
|
|||||||||
Turnersville, New Jersey
|
ENT062
|
1,457
|
|
|
|
|
1,354
|
|
|
1,314
|
|
|
—
|
|
|
1,354
|
|
|
1,314
|
|
|
2,668
|
|
|
151
|
|
|
2018
|
|
40.0
|
|||||||||
Brooklyn, New York
|
ENT063
|
—
|
|
|
|
|
3,277
|
|
|
—
|
|
|
501
|
|
|
587
|
|
|
3,191
|
|
|
3,778
|
|
|
84
|
|
|
2013
|
|
40.0
|
|||||||||
N. Ridgeville, Ohio
|
ENT064
|
949
|
|
|
|
|
290
|
|
|
1,057
|
|
|
—
|
|
|
290
|
|
|
1,057
|
|
|
1,347
|
|
|
47
|
|
|
2018
|
|
40.0
|
|||||||||
Belle Vernon, Pennsylvania
|
ENT065
|
825
|
|
|
|
|
410
|
|
|
759
|
|
|
—
|
|
|
410
|
|
|
759
|
|
|
1,169
|
|
|
68
|
|
|
2018
|
|
40.0
|
|||||||||
Denton, Texas
|
ENT066
|
1,169
|
|
|
|
|
712
|
|
|
763
|
|
|
—
|
|
|
712
|
|
|
763
|
|
|
1,475
|
|
|
58
|
|
|
2018
|
|
40.0
|
|||||||||
Ft. Worth, Texas
|
ENT067
|
955
|
|
|
|
|
379
|
|
|
266
|
|
|
—
|
|
|
379
|
|
|
266
|
|
|
645
|
|
|
29
|
|
|
2018
|
|
40.0
|
|||||||||
Watauga, Texas
|
ENT068
|
2,125
|
|
|
|
|
1,073
|
|
|
2,274
|
|
|
—
|
|
|
1,073
|
|
|
2,274
|
|
|
3,347
|
|
|
144
|
|
|
2018
|
|
40.0
|
|||||||||
Lynnwood, Washington
|
ENT069
|
2,134
|
|
|
|
|
1,608
|
|
|
4,010
|
|
|
—
|
|
|
1,608
|
|
|
4,010
|
|
|
5,618
|
|
|
269
|
|
|
2018
|
|
40.0
|
|||||||||
Quincy, Washington
|
ENT070
|
—
|
|
|
(1)
|
|
1,500
|
|
|
6,500
|
|
|
—
|
|
|
1,500
|
|
|
6,500
|
|
|
8,000
|
|
|
3,058
|
|
|
2003
|
|
40.0
|
|||||||||
Subtotal
|
|
$
|
108,858
|
|
|
|
|
$
|
96,624
|
|
|
$
|
242,951
|
|
|
$
|
93,811
|
|
|
$
|
93,917
|
|
|
$
|
339,469
|
|
|
$
|
433,386
|
|
|
$
|
88,934
|
|
|
|
|
|
|
RETAIL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Scottsdale, Arizona
|
RET001
|
—
|
|
|
|
|
2,657
|
|
|
2,666
|
|
|
248
|
|
|
2,657
|
|
|
2,914
|
|
|
5,571
|
|
|
673
|
|
|
2011
|
|
40.0
|
|||||||||
Colorado Springs, Colorado
|
RET002
|
—
|
|
|
(1)
|
|
2,631
|
|
|
279
|
|
|
5,195
|
|
|
2,607
|
|
|
5,498
|
|
|
8,105
|
|
|
1,721
|
|
|
2006
|
|
40.0
|
|||||||||
St. Augustine, Florida
|
RET003
|
—
|
|
|
(1)
|
|
3,950
|
|
|
—
|
|
|
10,285
|
|
|
3,908
|
|
|
10,327
|
|
|
14,235
|
|
|
3,413
|
|
|
2005
|
|
40.0
|
|||||||||
Honolulu, Hawaii
|
RET004
|
—
|
|
|
|
|
3,393
|
|
|
21,155
|
|
|
(7,507
|
)
|
|
3,393
|
|
|
13,648
|
|
|
17,041
|
|
|
4,207
|
|
|
2009
|
|
40.0
|
|||||||||
Chicago, Illinois
|
RET005
|
—
|
|
|
|
|
—
|
|
|
336
|
|
|
1,775
|
|
|
—
|
|
|
2,111
|
|
|
2,111
|
|
|
1,261
|
|
|
2010
|
|
40.0
|
|||||||||
Albuquerque, New Mexico
|
RET006
|
—
|
|
|
(1)
|
|
1,733
|
|
|
—
|
|
|
8,728
|
|
|
1,705
|
|
|
8,756
|
|
|
10,461
|
|
|
3,017
|
|
|
2005
|
|
40.0
|
|||||||||
Hamburg, New York
|
RET007
|
—
|
|
|
(1)
|
|
731
|
|
|
6,073
|
|
|
699
|
|
|
711
|
|
|
6,792
|
|
|
7,503
|
|
|
2,666
|
|
|
2005
|
|
40.0
|
|||||||||
Anthony, Texas
|
RET008
|
—
|
|
|
(1)
|
|
3,538
|
|
|
4,215
|
|
|
(187
|
)
|
|
3,514
|
|
|
4,052
|
|
|
7,566
|
|
|
1,393
|
|
|
2005
|
|
40.0
|
|||||||||
Draper, Utah
|
RET009
|
—
|
|
|
(1)
|
|
3,502
|
|
|
—
|
|
|
5,975
|
|
|
3,502
|
|
|
5,975
|
|
|
9,477
|
|
|
1,956
|
|
|
2005
|
|
40.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition(2)
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
|
|||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
Depreciable
Life
(Years)
|
|||||||||||||||||||
Subtotal
|
|
$
|
—
|
|
|
|
|
$
|
22,135
|
|
|
$
|
34,724
|
|
|
$
|
25,211
|
|
|
$
|
21,997
|
|
|
$
|
60,073
|
|
|
$
|
82,070
|
|
|
$
|
20,307
|
|
|
|
|
|
|
HOTEL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Honolulu, Hawaii
|
HOT001
|
—
|
|
|
|
|
17,996
|
|
|
17,996
|
|
|
(31,160
|
)
|
|
3,419
|
|
|
1,413
|
|
|
4,832
|
|
|
4,531
|
|
|
2009
|
|
40.0
|
|||||||||
Asbury Park, New Jersey
|
HOT002
|
—
|
|
|
|
|
297
|
|
|
18,299
|
|
|
3,850
|
|
|
297
|
|
|
22,149
|
|
|
22,446
|
|
|
614
|
|
|
2019
|
|
40.0
|
|||||||||
Asbury Park, New Jersey
|
HOT003
|
—
|
|
|
|
|
120
|
|
|
6,548
|
|
|
—
|
|
|
120
|
|
|
6,548
|
|
|
6,668
|
|
|
82
|
|
|
2019
|
|
40.0
|
|||||||||
Asbury Park, New Jersey
|
HOT004
|
—
|
|
|
|
|
3,815
|
|
|
40,194
|
|
|
3,632
|
|
|
3,815
|
|
|
43,826
|
|
|
47,641
|
|
|
6,472
|
|
|
2016
|
|
40.0
|
|||||||||
Subtotal
|
|
$
|
—
|
|
|
|
|
$
|
22,228
|
|
|
$
|
83,037
|
|
|
$
|
(23,678
|
)
|
|
$
|
7,651
|
|
|
$
|
73,936
|
|
|
$
|
81,587
|
|
|
$
|
11,699
|
|
|
|
|
|
|
APARTMENT/RESIDENTIAL:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Mammoth, California
|
APA001
|
—
|
|
|
|
|
10,078
|
|
|
40,312
|
|
|
(50,009
|
)
|
|
76
|
|
|
305
|
|
|
381
|
|
|
—
|
|
|
2007
|
|
0
|
|||||||||
Atlanta, Georgia
|
APA002
|
—
|
|
|
|
|
2,963
|
|
|
11,850
|
|
|
(7,200
|
)
|
|
1,523
|
|
|
6,090
|
|
|
7,613
|
|
|
—
|
|
|
2010
|
|
0
|
|||||||||
Jersey City, New Jersey
|
APA003
|
—
|
|
|
|
|
36,405
|
|
|
64,719
|
|
|
(100,769
|
)
|
|
127
|
|
|
228
|
|
|
355
|
|
|
—
|
|
|
2009
|
|
0
|
|||||||||
Subtotal
|
|
$
|
—
|
|
|
|
|
$
|
49,446
|
|
|
$
|
116,881
|
|
|
$
|
(157,978
|
)
|
|
$
|
1,726
|
|
|
$
|
6,623
|
|
|
$
|
8,349
|
|
|
$
|
—
|
|
|
|
|
|
|
MIXED USE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Riverside, California
|
MXU001
|
—
|
|
|
|
|
5,869
|
|
|
629
|
|
|
2
|
|
|
5,869
|
|
|
631
|
|
|
6,500
|
|
|
577
|
|
|
2010
|
|
40.0
|
|||||||||
Subtotal
|
|
$
|
—
|
|
|
|
|
$
|
5,869
|
|
|
$
|
629
|
|
|
$
|
2
|
|
|
$
|
5,869
|
|
|
$
|
631
|
|
|
$
|
6,500
|
|
|
$
|
577
|
|
|
|
|
|
|
Total
|
|
$
|
720,034
|
|
|
|
|
$
|
845,666
|
|
|
$
|
1,411,121
|
|
|
$
|
107,626
|
|
|
$
|
913,809
|
|
|
$
|
1,450,604
|
|
|
$
|
2,364,413
|
|
(4)
|
$
|
247,998
|
|
(5)
|
|
|
|
(1)
|
Consists of properties pledged as collateral under the Company's secured credit facilities with a carrying value of $546.6 million.
|
(2)
|
Includes impairments and unit sales.
|
(3)
|
These properties have land improvements which have depreciable lives of 15 to 20 years.
|
(4)
|
The aggregate cost for Federal income tax purposes was approximately $2.70 billion at December 31, 2019.
|
(5)
|
Includes $9.6 million and $4.5 million relating to accumulated depreciation for land and development assets and real estate assets held for sale, respectively, as of December 31, 2019.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
|
$
|
2,710,512
|
|
|
$
|
2,577,195
|
|
|
$
|
2,997,351
|
|
Improvements and additions
|
|
134,035
|
|
|
203,124
|
|
|
167,676
|
|
|||
Acquisitions through foreclosure
|
|
—
|
|
|
4,600
|
|
|
—
|
|
|||
Other acquisitions
|
|
231,436
|
|
|
762,207
|
|
|
5,164
|
|
|||
Dispositions
|
|
(464,648
|
)
|
|
(656,900
|
)
|
|
(561,431
|
)
|
|||
Other(1)
|
|
(236,545
|
)
|
|
—
|
|
|
—
|
|
|||
Impairments
|
|
(10,377
|
)
|
|
(179,714
|
)
|
|
(31,565
|
)
|
|||
Balance at December 31
|
|
$
|
2,364,413
|
|
|
$
|
2,710,512
|
|
|
$
|
2,577,195
|
|
(1)
|
Refer to Note 5.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
|
$
|
(318,724
|
)
|
|
$
|
(366,265
|
)
|
|
$
|
(426,982
|
)
|
Additions
|
|
(45,615
|
)
|
|
(48,376
|
)
|
|
(44,270
|
)
|
|||
Other(1)
|
|
44,200
|
|
|
—
|
|
|
—
|
|
|||
Dispositions
|
|
72,141
|
|
|
95,917
|
|
|
104,987
|
|
|||
Balance at December 31
|
|
$
|
(247,998
|
)
|
|
$
|
(318,724
|
)
|
|
$
|
(366,265
|
)
|
(1)
|
Refer to Note 5.
|
Type of Loan/Borrower
|
|
Underlying Property Type
|
|
Contractual
Interest
Accrual
Rates
|
|
Contractual
Interest
Payment
Rates
|
|
Effective
Maturity
Dates
|
|
Periodic
Payment
Terms(1)
|
|
Prior
Liens
|
|
Face
Amount
of
Mortgages
|
|
Carrying
Amount
of
Mortgages(2)(3)
|
||||||
Senior Mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Borrower A
|
|
Mixed Use/Mixed Collateral
|
|
LIBOR + 4.50%
|
|
LIBOR + 4.50%
|
|
July 2020
|
|
IO
|
|
$
|
—
|
|
|
$
|
97,366
|
|
|
$
|
97,443
|
|
Borrower B
|
|
Land
|
|
LIBOR + 6.0%
|
|
LIBOR + 6.0%
|
|
March 2021
|
|
IO
|
|
$
|
—
|
|
|
94,175
|
|
|
93,721
|
|
||
Borrower C
|
|
Mixed Use/Mixed Collateral
|
|
LIBOR +6.75%
|
|
LIBOR +6.75%
|
|
June 2021
|
|
IO
|
|
—
|
|
|
47,908
|
|
|
48,536
|
|
|||
Borrower D
|
|
Office
|
|
Variable: LIBOR +4.00% to LIBOR +12.35%
|
|
Variable: LIBOR +4.00% to LIBOR +12.35%
|
|
August 2020
|
|
IO
|
|
—
|
|
|
52,056
|
|
|
52,493
|
|
|||
Borrower E
|
|
Mixed Use/Mixed Collateral
|
|
LIBOR + 4.75%
|
|
LIBOR + 4.75%
|
|
July 2020
|
|
IO
|
|
—
|
|
|
49,682
|
|
|
49,539
|
|
|||
Borrower F
|
|
Office
|
|
LIBOR + 5%
|
|
LIBOR + 5%
|
|
October 2020
|
|
IO
|
|
—
|
|
|
12,605
|
|
|
12,543
|
|
|||
Borrower G
|
|
Apartment/Residential
|
|
LIBOR + 5.25%
|
|
LIBOR + 5.25%
|
|
June 2021
|
|
IO
|
|
—
|
|
|
46,592
|
|
|
46,308
|
|
|||
Borrower H
|
|
Apartment/Residential
|
|
LIBOR + 6%
|
|
LIBOR +6%
|
|
April 2021
|
|
IO
|
|
—
|
|
|
38,912
|
|
|
38,614
|
|
|||
Borrower I
|
|
Apartment/Residential
|
|
LIBOR +5.75%
|
|
LIBOR +5.75%
|
|
March 2021
|
|
IO
|
|
—
|
|
|
34,301
|
|
|
34,158
|
|
|||
Borrower J
|
|
Hotel
|
|
LIBOR +4.50%
|
|
LIBOR +4.50%
|
|
February 2020
|
|
IO
|
|
—
|
|
|
35,656
|
|
|
35,640
|
|
|||
Borrower K
|
|
Retail
|
|
LIBOR + 3.0%
|
|
LIBOR + 3.0%
|
|
July 2009
|
|
IO
|
|
—
|
|
|
56,341
|
|
|
16,119
|
|
|||
Senior mortgages individually <3%
|
|
Apartment/Residential, Retail, Mixed Use/Mixed Collateral, Office, Hotel, Land, or Other
|
|
Fixed: 9.68%
Variable: LIBOR + 5% to LIBOR + 5.25% |
|
Fixed: 9.68%
Variable: LIBOR + 5% to LIBOR + 5.25% |
|
2020 to 2024
|
|
IO
|
|
—
|
|
|
25,884
|
|
|
25,769
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
591,478
|
|
|
550,883
|
|
|||
Subordinate Mortgages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Subordinate mortgages individually <3%
|
|
Hotel
|
|
Fixed: 6.8% to 14.0%
|
|
Fixed: 6.8% to 14%
|
|
2020 to 2057
|
|
IO
|
|
—
|
|
|
10,874
|
|
|
10,878
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,874
|
|
|
10,878
|
|
|||
Total mortgages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
602,352
|
|
|
$
|
561,761
|
|
(1)
|
IO = Interest only.
|
(2)
|
Amounts are presented net of asset-specific reserves of $21.7 million on impaired loans. Impairment is measured using the estimated fair value of collateral, less costs to sell.
|
(3)
|
The carrying amount of mortgages approximated the federal income tax basis.
|
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at January 1
|
$
|
730,515
|
|
|
$
|
752,129
|
|
|
$
|
915,905
|
|
Additions:
|
|
|
|
|
|
||||||
New mortgage loans
|
11,667
|
|
|
381,133
|
|
|
265,966
|
|
|||
Additions under existing mortgage loans
|
164,120
|
|
|
157,702
|
|
|
132,703
|
|
|||
Other(2)
|
25,740
|
|
|
25,778
|
|
|
23,388
|
|
|||
Deductions(3):
|
|
|
|
|
|
||||||
Collections of principal
|
(355,769
|
)
|
|
(501,466
|
)
|
|
(528,321
|
)
|
|||
Recovery of (provision for) loan losses
|
(493
|
)
|
|
(45
|
)
|
|
28
|
|
|||
Transfers to real estate and equity investments
|
(13,987
|
)
|
|
(84,684
|
)
|
|
(57,505
|
)
|
|||
Amortization of premium
|
(32
|
)
|
|
(32
|
)
|
|
(35
|
)
|
|||
Balance at December 31
|
$
|
561,761
|
|
|
$
|
730,515
|
|
|
$
|
752,129
|
|
(1)
|
Balances represent the carrying value of loans, which are net of asset specific reserves.
|
(2)
|
Amount includes amortization of discount, deferred interest capitalized and mark-to-market adjustments resulting from changes in foreign exchange rates.
|
(3)
|
Amounts are presented net of charge-offs of $19.2 million and $1.2 million for the years ended December 31, 2019 and 2017, respectively.
|
(a)
|
and (c) Financial statements and schedules—see Index to Financial Statements and Schedules included in Item 8.
|
(b)
|
Exhibits—see index on following page.
|
Exhibit
Number
|
|
Document Description
|
3.1
|
|
|
3.2
|
|
|
3.6
|
|
|
3.8
|
|
|
3.9
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14*
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
14.0
|
|
|
21.1*
|
|
|
23.1*
|
|
|
23.2*
|
|
|
31.0*
|
|
|
32.0*
|
|
|
100*
|
|
Inline XBRL-related documents
|
101
|
|
Interactive data file
|
|
|
iStar Inc.
Registrant
|
Date:
|
February 24, 2020
|
/s/ JAY SUGARMAN
|
|
|
Jay Sugarman
Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer)
|
|
|
iStar Inc.
Registrant
|
Date:
|
February 24, 2020
|
/s/ GARETT ROSENBLUM
|
|
|
Garett Rosenblum
Chief Accounting Officer
(principal financial and accounting officer)
|
|
|
|
Date:
|
February 24, 2020
|
/s/ JAY SUGARMAN
|
|
|
Jay Sugarman
Chairman of the Board of Directors
Chief Executive Officer
|
|
|
|
Date:
|
February 24, 2020
|
/s/ CLIFFORD DE SOUZA
|
|
|
Clifford De Souza
Director
|
|
|
|
Date:
|
February 24, 2020
|
/s/ ROBIN JOSEPHS
|
|
|
Robin Josephs
Director
|
|
|
|
Date:
|
February 24, 2020
|
/s/ RICHARD LIEB
|
|
|
Richard Lieb
Director
|
|
|
|
Date:
|
February 24, 2020
|
/s/ BARRY W. RIDINGS
|
|
|
Barry W. Ridings
Director
|
|
|
|
Subsidiary
|
|
State of Formation
|
100 Elkhorn Road - Sun Valley LLC
|
|
Delaware
|
100 Riverview Condominium Association Inc.
|
|
New Jersey
|
1000 South Clark Mezz Lender LLC
|
|
Delaware
|
1000 South Clark Street Holdings LLC
|
|
Delaware
|
1000 South Clark Street LLC
|
|
Delaware
|
1000 South Clark Street Partners LLC
|
|
Delaware
|
1050 N. El Mirage Road - Avondale LLC
|
|
Delaware
|
1101 Ocean Ave Parking LLC
|
|
New Jersey
|
1101 Ocean Ave Venture LLC
|
|
New Jersey
|
12 Union Street - Westborough LLC
|
|
Delaware
|
1250 N. El Mirage Road - Avondale LLC
|
|
Delaware
|
14000 N. Hayden Road - Scottsdale LLC
|
|
Delaware
|
17093 Biscayne Boulevard - North Miami LLC
|
|
Delaware
|
2021 Lakeside Boulevard - Richardson LLC
|
|
Delaware
|
210 5th Ave. Venture Urban Renewal LLC
|
|
New Jersey
|
212 Fifth Lender LLC
|
|
Delaware
|
215 North Michigan Owner LLC
|
|
Delaware
|
2220 West First Street - Fort Myers LLC
|
|
Delaware
|
2611 Corporate West Drive Venture LLC
|
|
Delaware
|
2611 CWD Net Lease I REIT
|
|
Maryland
|
2901 Kinwest Parkway - Irving LLC
|
|
Delaware
|
300 Riverview Condominium Association Inc.
|
|
New Jersey
|
3150 SW 38th Avenue - Miami LLC
|
|
Delaware
|
333 Rector Park - River Rose LLC
|
|
Delaware
|
3376 Peachtree Hotel LLC
|
|
Delaware
|
3376 Peachtree Hotel Operator LLC
|
|
Delaware
|
3376 Peachtree Penthouse LLC
|
|
Delaware
|
3376 Peachtree Residential LLC
|
|
Georgia
|
3376 Peachtree Retail LLC
|
|
Delaware
|
3376 Peachtree Road - Atlanta Hotel LL Inc.
|
|
Delaware
|
3376 Peachtree Road - Atlanta Restaurant LL Inc.
|
|
Delaware
|
377 East 33rd Investor LLC
|
|
Delaware
|
425 Park REIT Manager LLC
|
|
Delaware
|
432 Star Lender LLC
|
|
Delaware
|
6801 Woolridge Road - Moseley LP
|
|
Delaware
|
6801 Woolridge Road GenPar LLC
|
|
Delaware
|
7445 East Chaparral Road - Scottsdale LLC
|
|
Delaware
|
99 Shawan Road Joint Venture LLC
|
|
Delaware
|
Acquest Government Holdings II, LLC
|
|
New York
|
Acquest Government Holdings, L.L.C.
|
|
New York
|
Acquest Holdings FC, LLC
|
|
New York
|
AH Net Lease II REIT
|
|
Maryland
|
AH NLA II (PA) LLC
|
|
Delaware
|
AH NLA II (SC) LLC
|
|
Delaware
|
AP at Monroe Urban Renewal LLC
|
|
New Jersey
|
AP at South Grand Urban Renewal LLC
|
|
New Jersey
|
AP Block 146 Developer Urban Renewal, LLC
|
|
New Jersey
|
AP Block 176 Venture Urban Renewal LLC
|
|
New Jersey
|
AP Block 178 Venture LLC
|
|
New Jersey
|
AP Block 4502 Beach Club LLC
|
|
New Jersey
|
AP Fifteen Property Holdings, L.L.C.
|
|
New Jersey
|
AP Five Property Holdings, L.L.C.
|
|
New Jersey
|
AP Mortgagee LLC
|
|
Delaware
|
AP Retail Venture LLC
|
|
Delaware
|
AP Ten Property Holdings, L.L.C.
|
|
New Jersey
|
AP Triangle LLC
|
|
Delaware
|
AP Wesley Lake LLC
|
|
Delaware
|
Artesia Development Partners LLC
|
|
Delaware
|
Asbury Convention Hall Limited Liability Company
|
|
New Jersey
|
Asbury Partners, LLC
|
|
New Jersey
|
Asbury Three Liquor License LLC
|
|
New Jersey
|
Asbury Two Liquor License LLC
|
|
New Jersey
|
ASTAR 1360 Greely Chapel Road - Lima LLC
|
|
Delaware
|
ASTAR ASB AR1, LLC
|
|
Delaware
|
ASTAR ASB AR2, LLC
|
|
Delaware
|
ASTAR ASB FL1, LLC
|
|
Delaware
|
ASTAR ASB FL10, LLC
|
|
Delaware
|
ASTAR ASB FL2, LLC
|
|
Delaware
|
ASTAR ASB FL3, LLC
|
|
Delaware
|
ASTAR ASB FL4, LLC
|
|
Delaware
|
ASTAR ASB FL5, LLC
|
|
Delaware
|
ASTAR ASB FL6, LLC
|
|
Delaware
|
ASTAR ASB FL7, LLC
|
|
Delaware
|
ASTAR ASB FL8, LLC
|
|
Delaware
|
ASTAR ASB FL9, LLC
|
|
Delaware
|
ASTAR ASB GA1, LLC
|
|
Delaware
|
ASTAR ASB GA2, LLC
|
|
Delaware
|
ASTAR ASB GA3, LLC
|
|
Delaware
|
ASTAR ASB Holdings LLC
|
|
Delaware
|
ASTAR ASB NC1, LLC
|
|
Delaware
|
ASTAR ASB NC2, LLC
|
|
Delaware
|
ASTAR ASB NC3, LLC
|
|
Delaware
|
ASTAR ASB NC4, LLC
|
|
Delaware
|
ASTAR ASB TX1 GenPar LLC
|
|
Delaware
|
ASTAR ASB TX1 LimPar LLC
|
|
Delaware
|
ASTAR ASB TX1 LP
|
|
Delaware
|
ASTAR ASB VA1, LLC
|
|
Delaware
|
ASTAR ASB VA2, LLC
|
|
Delaware
|
ASTAR Finance Falcon I LLC
|
|
Delaware
|
ASTAR Finance Falcon II LLC
|
|
Delaware
|
ASTAR Finance LLC
|
|
Delaware
|
ASTAR FRR FL1, LLC
|
|
Delaware
|
ASTAR FRR TX1 GenPar LLC
|
|
Delaware
|
ASTAR FRR TX1 LP
|
|
Delaware
|
ASTAR Pima Road - Scottsdale LLC
|
|
Delaware
|
ASTAR ROU LA1, LLC
|
|
Delaware
|
ASTAR Spokane LLC
|
|
Delaware
|
ASTAR Suncadia LLC
|
|
Delaware
|
ASTAR Two Notch Columbia LLC
|
|
Delaware
|
ASTAR UAG AZ1, LLC
|
|
Delaware
|
ASTAR UAG AZ2, LLC
|
|
Delaware
|
ASTAR UAG AZ3, LLC
|
|
Delaware
|
ASTAR UAG FL1, LLC
|
|
Delaware
|
ASTAR UAG NJ1 LLC
|
|
Delaware
|
ATG NLA II (Mexico) LLC
|
|
Delaware
|
Autostar Investors Partnership LLP
|
|
Delaware
|
Autostar Realty GP LLC
|
|
Delaware
|
Autostar Realty Operating Partnership, L.P.
|
|
Delaware
|
Avenida Naperville Partners LLC
|
|
Delaware
|
Bath Site LLC
|
|
Delaware
|
Belmont Ridge Development Co. LLC
|
|
Delaware
|
BF Net Lease I REIT
|
|
Maryland
|
BF NLA LLC
|
|
Delaware
|
Bond Portfolio Holdings II LLC
|
|
Delaware
|
Bond Portfolio Holdings LLC
|
|
Delaware
|
Bonita Grande 68, LLC
|
|
Florida
|
BW Bowling Net Lease I REIT
|
|
Maryland
|
BW Bowling Properties Canada Inc.
|
|
British Columbia
|
BW Bowling Properties GenPar LLC
|
|
Delaware
|
BW Bowling Properties LLC
|
|
Delaware
|
BW Bowling Properties LP
|
|
Delaware
|
Cajun Fish Holdings, L.L.C.
|
|
New Jersey
|
Charwell TP LLC
|
|
New York
|
Chicago STAR LLC
|
|
Delaware
|
Childs Associates LLC
|
|
Delaware
|
Coney Childs Lender LLC
|
|
Delaware
|
Coney Entertainment LLC
|
|
Delaware
|
Coney Island Holdings LLC
|
|
Delaware
|
Coyote Center Development, LLC
|
|
Delaware
|
CVNet Lease II REIT
|
|
Maryland
|
CV NLA II GenPar LLC
|
|
Delaware
|
CV NLA II LP
|
|
Delaware
|
DT Net Lease I REIT
|
|
Maryland
|
DT-XCIII-IS, LLC
|
|
Delaware
|
EB Target Holdco LLC
|
|
Delaware
|
EB Target LLC
|
|
Delaware
|
Entertainment Center Development, LLC
|
|
Delaware
|
Falcon Auto Dealership Loan Trust 2001-1
|
|
Delaware
|
Falcon Auto Dealership, LLC
|
|
Delaware
|
Falcon Financial II, LLC
|
|
Delaware
|
Falcon Franchise Loan Corp.
|
|
Delaware
|
Falcon Franchise Loan TR Series 2003-1
|
|
|
FF Net Lease II REIT
|
|
Delaware
|
FF NLA II LLC
|
|
Delaware
|
Florida 2005 Theaters LLC
|
|
Delaware
|
Florida Lien Investor LLC
|
|
Delaware
|
GFV Shawan Office, LLC
|
|
Delaware
|
Gold Coast Chicago Acquisition Company LLC
|
|
Delaware
|
Grand Monarch Partners LLC
|
|
Delaware
|
Great Oaks MF Fee Owner LLC
|
|
Delaware
|
Harbor Bay Net Lease I REIT
|
|
Maryland
|
Harbor Bay NLA LLC
|
|
Delaware
|
Hicksville GL Owner LLC
|
|
Delaware
|
Highland View Associates LLC
|
|
Delaware
|
IS CI Bath Member LLC
|
|
Delaware
|
iStar 100 LLC
|
|
Delaware
|
iStar 100 Management Inc.
|
|
Delaware
|
iStar 100 Riverview LLC
|
|
Delaware
|
iStar 200-300 LLC
|
|
Delaware
|
iStar 200-300 Management Inc.
|
|
Delaware
|
iStar 200-300 Riverview LLC
|
|
Delaware
|
iStar 320 East Warner Lender LLC
|
|
Delaware
|
iStar 4th & Virginia LLC
|
|
Delaware
|
iStar 4th & Virginia Manager LLC
|
|
Delaware
|
iStar Alpha Structured Products LLC
|
|
Delaware
|
iStar Artesia Land LLC
|
|
Delaware
|
iStar Asset Services, Inc.
|
|
Delaware
|
iStar Automotive Investments LLC
|
|
Delaware
|
iStar Bishops Gate LLC
|
|
Delaware
|
iStar Blues LLC
|
|
Delaware
|
iStar Bowling Centers I LLC
|
|
Delaware
|
iStar Bowling Centers I LP
|
|
Delaware
|
iStar Bowling Centers II LLC
|
|
Delaware
|
iStar Bowling Centers II LP
|
|
Delaware
|
iStar Bowling Centers PR GenPar LLC
|
|
Delaware
|
iStar Bowling Centers PR LP
|
|
Delaware
|
iStar Busco Inc.
|
|
Delaware
|
iStar Chicago Hotel Lender LLC
|
|
Delaware
|
iStar Corporate Collateral LLC
|
|
Delaware
|
iStar CTL I GenPar, Inc.
|
|
Delaware
|
iStar CTL I, L.P.
|
|
Delaware
|
iStar CTL Manager LLC
|
|
Delaware
|
iStar DH Holdings TRS Inc.
|
|
Cayman Islands
|
iStar DMI LLC
|
|
Delaware
|
iStar DOJ Holdings LLC
|
|
Delaware
|
iStar Financial Protective Trust
|
|
Maryland
|
iStar Financial Statutory Trust I
|
|
Delaware
|
iStar FKEC Holdings LLC
|
|
Delaware
|
iStar Florida 2015 Cinemas LLC
|
|
Delaware
|
iStar FM Loans LLC
|
|
Delaware
|
iStar Grand Monarch Investor LLC
|
|
Delaware
|
iStar Harrisburg Business Trust
|
|
Delaware
|
iStar Harrisburg GenPar LLC
|
|
Delaware
|
iStar Harrisburg, L.P.
|
|
Delaware
|
iStar IF III LLC
|
|
Delaware
|
iStar iPIP 2019 LLC
|
|
Delaware
|
iStar Land and Development Company Inc.
|
|
California
|
iStar Lex Lender LLC
|
|
Delaware
|
iStar Madison LLC
|
|
Delaware
|
iStar Minnesota LLC
|
|
Delaware
|
iStar Net Lease I LLC
|
|
Delaware
|
iStar Net Lease II LLC
|
|
Delaware
|
iStar Net Lease Manager I LLC
|
|
Delaware
|
iStar Net Lease Manager II LLC
|
|
Delaware
|
iStar Net Lease Member I LLC
|
|
Delaware
|
iStar Net Lease Member II LLC
|
|
Delaware
|
iStar Pinnacle Lender LLC
|
|
Delaware
|
iStar Raintree Venture Member LLC
|
|
Delaware
|
iStar Real Estate Services, Inc.
|
|
Maryland
|
iStar Reeder Lender LLC
|
|
Delaware
|
iStar REO Holdings II TRS LLC
|
|
Delaware
|
iStar REO Holdings TRS LLC
|
|
Delaware
|
iStar San Jose, L.L.C.
|
|
Delaware
|
iStar SLC LLC
|
|
Delaware
|
iStar SoHo Lender LLC
|
|
Delaware
|
iStar SPP II LLC
|
|
Delaware
|
iStar SPP LLC
|
|
Delaware
|
iStar Standard Lender LLC
|
|
Delaware
|
iStar Tara Holdings LLC
|
|
Delaware
|
iStar Tara LLC
|
|
Delaware
|
iStar WALH Investor TRS LLC
|
|
Delaware
|
iStar West Walton Lender LLC
|
|
Delaware
|
iStar West Walton Mezz LLC
|
|
Delaware
|
Jade Eight Properties LLC
|
|
Delaware
|
Jersey Star GenPar LLC
|
|
Delaware
|
Jersey Star LP
|
|
Delaware
|
Key West Harbour Development, L.L.C.
|
|
Florida
|
Key West Marina Investments, L.L.C.
|
|
Florida
|
Loft Office Acquisition, LLC
|
|
Delaware
|
Long Beach Wayfarer LLC
|
|
Delaware
|
Lysol Limited
|
|
Cyprus
|
Madison Asbury Retail, LLC
|
|
Delaware
|
Magnolia Green Development Partners LLC
|
|
Delaware
|
MFF NLA LLC
|
|
Delaware
|
MFF Net Lease I REIT
|
|
Maryland
|
MF III Albion LLC
|
|
New Jersey
|
MG Apartment Entity, LLC
|
|
Delaware
|
MG Apartments Parcel 3 LLC
|
|
Delaware
|
MN Theaters 2006 LLC
|
|
Minnesota
|
Naples AW Holdco LLC
|
|
Delaware
|
Naples Harbour Development, L.L.C.
|
|
Florida
|
Naples Marina Investments, L.L.C.
|
|
Florida
|
NHN Holdco LLC
|
|
Delaware
|
NHN Venture 2, LLC
|
|
Delaware
|
Oakton Net Lease I REIT
|
|
Maryland
|
Oakton NLA LLC
|
|
Delaware
|
OHA Strategic Credit Fund (Parallel I), L.P.
|
|
|
One Palm Hotel Operator LLC
|
|
Delaware
|
One Palm LLC
|
|
Delaware
|
Parrot Cay Holdco LLC
|
|
Delaware
|
Piscataway Road - Clinton MD LLC
|
|
Delaware
|
Potomac TC Owner LLC
|
|
West Virginia
|
Raintree Venture Owner, LLC
|
|
Delaware
|
Raintree Venture Partners, LLC
|
|
Delaware
|
Rattlefish Raw Bar and Grill, LLC
|
|
Florida
|
Royal Oaks Lane (Biscayne Landing) - North Miami LLC
|
|
Delaware
|
Seaside Park LLC
|
|
Delaware
|
SFI 10 Rittenhouse LLC
|
|
Delaware
|
SFI Acquest Holdings LLC
|
|
Delaware
|
SFI Almaden Manager LLC
|
|
Delaware
|
SFI Artesia LLC
|
|
Delaware
|
SFI Ballpark Village LLC
|
|
Delaware
|
SFI Bedford LLC
|
|
Delaware
|
SFI Belmont LLC
|
|
Delaware
|
SFI BR Villa Luisa LLC
|
|
Delaware
|
SFI Bridgeview LLC
|
|
Delaware
|
SFI Bullseye - Chicago LLC
|
|
Delaware
|
SFI Cascade Highlands LLC
|
|
Delaware
|
SFI Chicago Tollway LLC
|
|
Delaware
|
SFI Coney Island Manager LLC
|
|
Delaware
|
SFI CWD Venture Manager LLC
|
|
Delaware
|
SFI DT Holdings LLC
|
|
Delaware
|
SFI Eagle Land LLC
|
|
Delaware
|
SFI Emery Bay Participant LLC
|
|
Delaware
|
SFI Euro Holdings II LLC
|
|
Delaware
|
SFI Euro Holdings LLC
|
|
Delaware
|
SFI Ford City -Chicago LLC
|
|
Delaware
|
SFI Ginn Investments LLC
|
|
Delaware
|
SFI Gold Coast Partner LLC
|
|
Delaware
|
SFI Grand Vista LLC
|
|
Delaware
|
SFI Harborspire GenPar LLC
|
|
Delaware
|
SFI Harborspire LimPar LLC
|
|
Delaware
|
SFI Ilikai 104 LLC
|
|
Delaware
|
SFI Ilikai GenPar LLC
|
|
Delaware
|
SFI Ilikai LL Inc.
|
|
Delaware
|
SFI Ilikai LL Parent Inc.
|
|
Delaware
|
SFI Ilikai LP
|
|
Delaware
|
SFI Ilikai Property Owner LLC
|
|
Delaware
|
SFI Ilikai Retail Owner LLC
|
|
Delaware
|
SFI Kauai GenPar LLC
|
|
Delaware
|
SFI Kauai LP
|
|
Delaware
|
SFI Kauai Operator LLC
|
|
Delaware
|
SFI Kauai Owner LLC
|
|
Delaware
|
SFI Key West Harbour Holdings LLC
|
|
Delaware
|
SFI Key West Marina LLC
|
|
Delaware
|
SFI Kua 4 Partner LLC
|
|
Delaware
|
SFI Los Valles LLC
|
|
Delaware
|
SFI Magnolia Avenue - Riverside LLC
|
|
Delaware
|
SFI Mammoth Crossing LLC
|
|
Delaware
|
SFI Mammoth Finance LLC
|
|
Delaware
|
SFI Mammoth GenPar LLC
|
|
Delaware
|
SFI Mammoth Owner LP
|
|
Delaware
|
SFI Marina Investments LLC
|
|
Delaware
|
SFI Marina Stuart TRS LLC
|
|
Delaware
|
SFI MG Investor LLC
|
|
Delaware
|
SFI Mortgage Funding LLC
|
|
Delaware
|
SFI Naples Marina LLC
|
|
Delaware
|
SFI Naples Reserve LLC
|
|
Delaware
|
SFI Net Lease Holdings LLC
|
|
Delaware
|
SFI One Palm Partner LLC
|
|
Delaware
|
SFI Palm Tree (St Lucie) LLC
|
|
Delaware
|
SFI Palm Tree Farms LLC
|
|
Delaware
|
SFI Penn Holdco Statutory Trust
|
|
Delaware
|
SFI Penn Properties Statutory Trust
|
|
Delaware
|
SFI Raintree - Scottsdale LLC
|
|
Delaware
|
SFI Savannah Residential LLC
|
|
Delaware
|
SFI SMR GenPar LLC
|
|
Delaware
|
SFI SMR LP
|
|
Delaware
|
SFI Spring Mountain Ranch Phase 1 LLC
|
|
Delaware
|
SFI Tampa Marina LLC
|
|
Delaware
|
SFI Top Ilikai LL Inc.
|
|
Delaware
|
SFI Top Ilikai Parent LL Inc.
|
|
Delaware
|
SFI Valley Plaza - North Hollywood LLC
|
|
Delaware
|
SFI Westgate City Center - Glendale LLC
|
|
Delaware
|
SFI Winkel Way LLC
|
|
Delaware
|
SFT I, Inc.
|
|
Delaware
|
SFTY Manager LLC
|
|
Delaware
|
Shawan Net Lease I REIT
|
|
Delaware
|
Shore Road GenPar LLC
|
|
Delaware
|
Shore Road - Long Beach LP
|
|
Delaware
|
Shore Road - Long Beach Superblock LLC
|
|
Delaware
|
SMR Phase 1 Joint Venture LLC
|
|
Delaware
|
St. Lucie Palm Tree Sales LLC
|
|
Delaware
|
STAR 100 Barclay Lender LLC
|
|
Delaware
|
STAR 540 West 26th Lender LLC
|
|
Delaware
|
STAR 570 LH Holdings LLC
|
|
Delaware
|
STAR 570 Washington LH LLC
|
|
Delaware
|
STAR 2019 Lender LLC
|
|
Delaware
|
STAR 10721 Domain Dr LH Owner LLC
|
|
Delaware
|
STAR AGRO Lender LLC
|
|
Delaware
|
STAR Arizona Avenue Lender LLC
|
|
Delaware
|
STAR Artesia 2 Member LLC
|
|
Delaware
|
STAR Barclay A-2 Lender LLC
|
|
Delaware
|
STAR Boerum Lender LLC
|
|
Delaware
|
STAR Dayton Hangar One LLC
|
|
Delaware
|
STAR Domain LH Holdings LLC
|
|
Delaware
|
STAR Dream Lender LLC
|
|
Delaware
|
Star FW Ventures II Investor LLC
|
|
Delaware
|
STAR Germantown Lender LLC
|
|
Delaware
|
STAR Glenridge Lender LLC
|
|
Delaware
|
STAR Highpark Lender LLC
|
|
Delaware
|
STAR Investment Holdco LLC
|
|
Delaware
|
Star Jadian Investor LLC
|
|
Delaware
|
STAR Equus McDowell Member LLC
|
|
Delaware
|
STAR Lineage Investor LLC
|
|
Delaware
|
STAR McDowell Venture Partner LLC
|
|
Delaware
|
STAR Mezzanine I LLC
|
|
Delaware
|
STAR Metropolitan Lender LLC
|
|
Delaware
|
STAR Mortgage I LLC
|
|
Delaware
|
STAR Naperville Investor LLC
|
|
Delaware
|
STAR Nevele Owner LLC
|
|
Delaware
|
STAR NM Northside Lender LLC
|
|
Delaware
|
STAR Nashville Hangar 6 LLC
|
|
Delaware
|
STAR North Clark Lender LLC
|
|
Delaware
|
STAR Palm Desert Lender GenPar LLC
|
|
Delaware
|
STAR Palm Desert Lender LP
|
|
Delaware
|
STAR Preferred Holdings LLC
|
|
Delaware
|
STAR Shidler-Terra Lender LLC
|
|
Delaware
|
STAR Structured Lender I LLC
|
|
Delaware
|
STAR Sycamore Avenue Lender LLC
|
|
Delaware
|
STAR Town Square Lender Member LLC
|
|
Delaware
|
STAR Tustin Lender LLC
|
|
Delaware
|
STAR TX Purchaser LLC
|
|
Delaware
|
State Road 710 - Indiantown LLC
|
|
Delaware
|
Stone Pony Partners LLC
|
|
New Jersey
|
Talking Partners LLC
|
|
New Jersey
|
Tampa Harbour Development, L.L.C.
|
|
Florida
|
Tampa Marina Investments, L.L.C.
|
|
Florida
|
TDM Kua 4, LLC
|
|
Delaware
|
THCF LLC
|
|
New Jersey
|
The Lanes at AP LLC
|
|
New Jersey
|
The New Westgate LLC
|
|
Delaware
|
TimberStar GP LLC
|
|
Delaware
|
TimberStar Investors Partnership LLP
|
|
Delaware
|
TimberStar Operating Partnership, L.P.
|
|
Delaware
|
TimberStar Selling Party Representative Holdco LLC
|
|
Delaware
|
TimberStar Southwest Investor LLC
|
|
Delaware
|
TPRJC Owner LLC
|
|
New Jersey
|
TriNet Essential Facilities XXVII, Inc.
|
|
Maryland
|
TriNet Sunnyvale Partners, L.P.
|
|
Delaware
|
TSM I, LLC
|
|
Delaware
|
TSM II, LLC
|
|
Delaware
|
Uncommon CCRC Investor LLC
|
|
Delaware
|
Uncommon OpCo Investor LLC
|
|
Delaware
|
Vector Urban Renewal Associates I, L.P.
|
|
New Jersey
|
Westgate CCDEP Investor LLC
|
|
Delaware
|
Westgate Investments, LLC
|
|
Delaware
|
Westgate Signage, LLC
|
|
Delaware
|
Westgate Sports and Entertainment Group, LLC
|
|
Delaware
|
WG Net Lease I REIT
|
|
Maryland
|
WG NLA LLC
|
|
Delaware
|
Date:
|
February 24, 2020
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
February 24, 2020
|
By:
|
|
/s/ GARETT ROSENBLUM
|
||
|
|
|
|
Name:
|
|
Garett Rosenblum
|
|
|
|
|
Title:
|
|
Chief Accounting Officer (principal
financial officer)
|
Date:
|
February 24, 2020
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
February 24, 2020
|
By:
|
|
/s/ GARETT ROSENBLUM
|
||
|
|
|
|
Name:
|
|
Garett Rosenblum
|
|
|
|
|
Title:
|
|
Chief Accounting Officer (principal
financial officer)
|