|
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)
|
Large Accelerated Filer
|
|
Accelerated
Filer
|
|
Non‑accelerated Filer
|
|
Smaller Reporting Company
|
|
Emerging Growth Company
|
☒
|
|
☐
|
|
☐
|
|
☐
|
|
☐
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each 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
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
||||
Operating lease income
|
$
|
47,346
|
|
|
$
|
58,915
|
|
Interest income
|
17,216
|
|
|
20,375
|
|
||
Interest income from sales-type leases
|
8,355
|
|
|
—
|
|
||
Other income
|
20,368
|
|
|
14,813
|
|
||
Land development revenue
|
80,176
|
|
|
12,699
|
|
||
Total revenues
|
173,461
|
|
|
106,802
|
|
||
Costs and expenses:
|
|
|
|
||||
Interest expense
|
43,392
|
|
|
46,577
|
|
||
Real estate expense
|
22,498
|
|
|
25,940
|
|
||
Land development cost of sales
|
77,059
|
|
|
14,449
|
|
||
Depreciation and amortization
|
14,486
|
|
|
15,668
|
|
||
General and administrative
|
34,271
|
|
|
21,099
|
|
||
Provision for (recovery of) loan losses
|
4,003
|
|
|
(97
|
)
|
||
Provision for losses on net investment in leases
|
1,292
|
|
|
—
|
|
||
Impairment of assets
|
1,708
|
|
|
3,851
|
|
||
Other expense
|
74
|
|
|
508
|
|
||
Total costs and expenses
|
198,783
|
|
|
127,995
|
|
||
Income from sales of real estate
|
—
|
|
|
9,407
|
|
||
Loss from operations before earnings from equity method investments and other items
|
(25,322
|
)
|
|
(11,786
|
)
|
||
Loss on early extinguishment of debt, net
|
(4,115
|
)
|
|
(468
|
)
|
||
Earnings (losses) from equity method investments
|
16,612
|
|
|
5,309
|
|
||
Net loss before income taxes
|
(12,825
|
)
|
|
(6,945
|
)
|
||
Income tax expense
|
(60
|
)
|
|
(25
|
)
|
||
Net loss
|
(12,885
|
)
|
|
(6,970
|
)
|
||
Net (income) attributable to noncontrolling interests
|
(2,691
|
)
|
|
(2,471
|
)
|
||
Net loss attributable to iStar Inc.
|
(15,576
|
)
|
|
(9,441
|
)
|
||
Preferred dividends
|
(5,874
|
)
|
|
(8,124
|
)
|
||
Net loss allocable to common shareholders
|
$
|
(21,450
|
)
|
|
$
|
(17,565
|
)
|
Per common share data:
|
|
|
|
||||
Net loss allocable to common shareholders:
|
|
|
|
||||
Basic
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
Diluted
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
Weighted average number of common shares:
|
|
|
|
||||
Basic
|
77,444
|
|
|
67,747
|
|
||
Diluted
|
77,444
|
|
|
67,747
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(12,885
|
)
|
|
$
|
(6,970
|
)
|
Other comprehensive income (loss):
|
|
|
|
||||
Reclassification of losses on cash flow hedges into earnings upon realization(1)
|
1,314
|
|
|
7
|
|
||
Unrealized gains on available-for-sale securities
|
203
|
|
|
1,000
|
|
||
Unrealized losses on cash flow hedges
|
(27,776
|
)
|
|
(15,012
|
)
|
||
Other comprehensive loss
|
(26,259
|
)
|
|
(14,005
|
)
|
||
Comprehensive loss
|
(39,144
|
)
|
|
(20,975
|
)
|
||
Comprehensive (income) loss attributable to noncontrolling interests
|
2,753
|
|
|
(790
|
)
|
||
Comprehensive loss attributable to iStar Inc.
|
$
|
(36,391
|
)
|
|
$
|
(21,765
|
)
|
(1)
|
Amounts reclassified to "Interest expense" in the Company's consolidated statements of operations for the three months ended March 31, 2020 and 2019 are $1,088 and $151, respectively. Amounts reclassified to "Earnings (losses) from equity method investments" in the Company's consolidated statements of operations for the three months ended March 31, 2020 and 2019 are $226 and $(144), respectively.
|
|
|
iStar Inc. Shareholders' Equity
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Preferred
Stock(1)
|
|
Preferred Stock Series J(1)
|
|
Common
Stock at
Par
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||||||
Balance as of December 31, 2019
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
3,284,877
|
|
|
$
|
(2,205,838
|
)
|
|
$
|
(38,707
|
)
|
|
$
|
197,538
|
|
|
$
|
1,237,960
|
|
Impact from adoption of new accounting standards (refer to Note 3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,382
|
)
|
|
—
|
|
|
—
|
|
|
(12,382
|
)
|
||||||||
Dividends declared—preferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,874
|
)
|
|
—
|
|
|
—
|
|
|
(5,874
|
)
|
||||||||
Dividends declared—common ($0.10 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,834
|
)
|
|
—
|
|
|
—
|
|
|
(7,834
|
)
|
||||||||
Issuance of stock/restricted stock unit amortization, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,222
|
|
|
—
|
|
|
—
|
|
|
727
|
|
|
2,949
|
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,576
|
)
|
|
—
|
|
|
2,691
|
|
|
(12,885
|
)
|
||||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,815
|
)
|
|
(5,444
|
)
|
|
(26,259
|
)
|
||||||||
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(12,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,045
|
)
|
||||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
163
|
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,724
|
)
|
|
(3,724
|
)
|
||||||||
Balance as of March 31, 2020
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
77
|
|
|
$
|
3,275,055
|
|
|
$
|
(2,247,504
|
)
|
|
$
|
(59,522
|
)
|
|
$
|
191,951
|
|
|
$
|
1,160,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Balance as of December 31, 2018
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
68
|
|
|
$
|
3,352,225
|
|
|
$
|
(2,472,061
|
)
|
|
$
|
(17,270
|
)
|
|
$
|
201,137
|
|
|
$
|
1,064,115
|
|
Dividends declared—preferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,124
|
)
|
|
—
|
|
|
—
|
|
|
(8,124
|
)
|
||||||||
Dividends declared—common ($0.09 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,210
|
)
|
|
—
|
|
|
—
|
|
|
(6,210
|
)
|
||||||||
Issuance of stock/restricted stock unit amortization, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,661
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|
3,089
|
|
||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,441
|
)
|
|
—
|
|
|
2,471
|
|
|
(6,970
|
)
|
||||||||
Change in accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,324
|
)
|
|
(1,681
|
)
|
|
(14,005
|
)
|
||||||||
Repurchase of stock
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(19,167
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,169
|
)
|
||||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,255
|
)
|
|
(3,255
|
)
|
||||||||
Balance as of March 31, 2019
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
66
|
|
|
$
|
3,335,719
|
|
|
$
|
(2,495,836
|
)
|
|
$
|
(29,594
|
)
|
|
$
|
199,100
|
|
|
$
|
1,009,471
|
|
(1)
|
Refer to Note 14 for details on the Company's Preferred Stock.
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(12,885
|
)
|
|
$
|
(6,970
|
)
|
Adjustments to reconcile net loss to cash flows from operating activities:
|
|
|
|
||||
Provision for (recovery of) loan losses
|
4,003
|
|
|
(97
|
)
|
||
Provision for losses on net investment in leases
|
1,292
|
|
|
—
|
|
||
Impairment of assets
|
1,708
|
|
|
3,851
|
|
||
Depreciation and amortization
|
14,486
|
|
|
15,668
|
|
||
Non-cash interest income from sales-type leases
|
(1,570
|
)
|
|
—
|
|
||
Stock-based compensation expense
|
16,270
|
|
|
4,249
|
|
||
Amortization of discounts/premiums and deferred financing costs on debt obligations, net
|
3,320
|
|
|
3,616
|
|
||
Amortization of discounts/premiums and deferred interest on loans, net
|
(8,404
|
)
|
|
(9,853
|
)
|
||
Deferred interest on loans received
|
—
|
|
|
5,850
|
|
||
Earnings from equity method investments
|
(16,612
|
)
|
|
(5,309
|
)
|
||
Distributions from operations of other investments
|
5,009
|
|
|
1,389
|
|
||
Deferred operating lease income
|
(3,618
|
)
|
|
(4,222
|
)
|
||
Income from sales of real estate
|
—
|
|
|
(9,407
|
)
|
||
Land development revenue in excess of cost of sales
|
(3,117
|
)
|
|
1,750
|
|
||
Loss on early extinguishment of debt, net
|
4,115
|
|
|
468
|
|
||
Other operating activities, net
|
(9,710
|
)
|
|
(181
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Changes in accrued interest and operating lease income receivable
|
79
|
|
|
(954
|
)
|
||
Changes in deferred expenses and other assets, net
|
(3,039
|
)
|
|
(1,512
|
)
|
||
Changes in accounts payable, accrued expenses and other liabilities
|
(12,324
|
)
|
|
(44,869
|
)
|
||
Cash flows used in operating activities
|
(20,997
|
)
|
|
(46,533
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Originations and fundings of loans receivable, net
|
(37,977
|
)
|
|
(58,318
|
)
|
||
Capital expenditures on real estate assets
|
(4,008
|
)
|
|
(5,184
|
)
|
||
Capital expenditures on land and development assets
|
(15,035
|
)
|
|
(37,762
|
)
|
||
Acquisitions of real estate, net investments in leases and land assets
|
—
|
|
|
(109,663
|
)
|
||
Repayments of and principal collections on loans receivable and other lending investments, net
|
18,346
|
|
|
157,915
|
|
||
Net proceeds from sales of real estate
|
7,493
|
|
|
58,529
|
|
||
Net proceeds from sales of land and development assets
|
76,776
|
|
|
11,455
|
|
||
Distributions from other investments
|
9,866
|
|
|
46,778
|
|
||
Contributions to and acquisition of interest in other investments
|
(118,991
|
)
|
|
(260,297
|
)
|
||
Other investing activities, net
|
769
|
|
|
(16,685
|
)
|
||
Cash flows provided by (used in) investing activities
|
(62,761
|
)
|
|
(213,232
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings from debt obligations
|
306,180
|
|
|
63,500
|
|
||
Repayments and repurchases of debt obligations
|
(113,634
|
)
|
|
(379,797
|
)
|
||
Preferred dividends paid
|
(5,874
|
)
|
|
(8,124
|
)
|
||
Common dividends paid
|
(7,797
|
)
|
|
(6,127
|
)
|
||
Repurchase of stock
|
(18,153
|
)
|
|
(15,328
|
)
|
||
Payments for debt prepayment or extinguishment costs
|
(3,316
|
)
|
|
—
|
|
||
Payments for deferred financing costs
|
(2,382
|
)
|
|
—
|
|
||
Payments for withholding taxes upon vesting of stock-based compensation
|
(1,984
|
)
|
|
(1,842
|
)
|
||
Contributions from noncontrolling interests
|
163
|
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(3,724
|
)
|
|
(3,255
|
)
|
||
Cash flows used in financing activities
|
149,479
|
|
|
(350,973
|
)
|
||
Effect of exchange rate changes on cash
|
(25
|
)
|
|
8
|
|
||
Changes in cash, cash equivalents and restricted cash
|
65,696
|
|
|
(610,730
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
352,206
|
|
|
974,544
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
417,902
|
|
|
$
|
363,814
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Supplemental disclosure of non-cash investing and financing activity:
|
|
|
|
||||
Fundings and repayments of loan receivables and loan participations, net
|
$
|
2,110
|
|
|
$
|
2,502
|
|
Contributions of land and development assets to equity method investments, net
|
—
|
|
|
4,073
|
|
||
Accrued repurchase of stock
|
250
|
|
|
3,841
|
|
|
As of
|
||||||
|
March 31,
2020 |
|
December 31,
2019 |
||||
ASSETS
|
|
|
|
||||
Real estate
|
|
|
|
||||
Real estate, at cost
|
$
|
893,097
|
|
|
$
|
891,000
|
|
Less: accumulated depreciation
|
(43,617
|
)
|
|
(37,542
|
)
|
||
Real estate, net
|
849,480
|
|
|
853,458
|
|
||
Land and development, net
|
268,524
|
|
|
273,617
|
|
||
Other investments
|
44
|
|
|
45
|
|
||
Cash and cash equivalents
|
22,704
|
|
|
19,112
|
|
||
Accrued interest and operating lease income receivable, net
|
552
|
|
|
1,208
|
|
||
Deferred operating lease income receivable, net
|
22,064
|
|
|
19,547
|
|
||
Deferred expenses and other assets, net
|
133,556
|
|
|
134,117
|
|
||
Total assets
|
$
|
1,296,924
|
|
|
$
|
1,301,104
|
|
LIABILITIES
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
118,337
|
|
|
$
|
107,455
|
|
Debt obligations, net
|
487,445
|
|
|
482,918
|
|
||
Total liabilities
|
605,782
|
|
|
590,373
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
Cash and cash equivalents
|
|
$
|
371,293
|
|
|
$
|
307,172
|
|
|
$
|
315,407
|
|
|
$
|
931,751
|
|
Restricted cash included in deferred expenses and other assets, net(1)
|
|
46,609
|
|
|
45,034
|
|
|
48,407
|
|
|
42,793
|
|
||||
Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows
|
|
$
|
417,902
|
|
|
$
|
352,206
|
|
|
$
|
363,814
|
|
|
$
|
974,544
|
|
(1)
|
Restricted cash represents amounts required to be maintained under certain of the Company's debt obligations, loans, leasing, land development, sale and derivative transactions.
|
|
Net Lease(1)
|
|
Operating
Properties
|
|
Total
|
||||||
As of March 31, 2020
|
|
|
|
|
|
||||||
Land, at cost
|
$
|
188,418
|
|
|
$
|
106,186
|
|
|
$
|
294,604
|
|
Buildings and improvements, at cost
|
1,333,766
|
|
|
108,671
|
|
|
1,442,437
|
|
|||
Less: accumulated depreciation
|
(221,008
|
)
|
|
(14,944
|
)
|
|
(235,952
|
)
|
|||
Real estate, net(1)
|
1,301,176
|
|
|
199,913
|
|
|
1,501,089
|
|
|||
Real estate available and held for sale(2)
|
25,730
|
|
|
8,661
|
|
|
34,391
|
|
|||
Total real estate
|
$
|
1,326,906
|
|
|
$
|
208,574
|
|
|
$
|
1,535,480
|
|
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)
|
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
|
|
(1)
|
As of March 31, 2020 and December 31, 2019, real estate, net included $765.3 million and $768.6 million, respectively, of real estate of the Net Lease Venture (refer to Net Lease Venture below).
|
(2)
|
As of March 31, 2020 and December 31, 2019, the Company had $8.7 million and $8.6 million, respectively, of residential condominiums available for sale in its operating properties portfolio.
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Total undiscounted cash flows
|
|
$
|
1,035,128
|
|
|
$
|
1,042,019
|
|
Unguaranteed estimated residual value
|
|
340,620
|
|
|
340,620
|
|
||
Present value discount
|
|
(955,369
|
)
|
|
(963,724
|
)
|
||
Allowance for losses on net investment in leases
|
|
(10,403
|
)
|
|
—
|
|
||
Net investment in leases(1)
|
|
409,976
|
|
|
418,915
|
|
(1)
|
As of March 31, 2020 and December 31, 2019, all of the Company's net investment in leases were current in their payment status and performing in accordance with the terms of the respective leases. As of March 31, 2020, the risk rating on the Company's net investment in leases was 1.5 (refer to Note 3).
|
|
|
Amount
|
||
2020 (remaining nine months)
|
|
$
|
20,674
|
|
2021
|
|
28,062
|
|
|
2022
|
|
30,549
|
|
|
2023
|
|
30,549
|
|
|
2024
|
|
30,549
|
|
|
Thereafter
|
|
894,745
|
|
|
Total undiscounted cash flows
|
|
$
|
1,035,128
|
|
Initial allowance recorded upon adoption of new accounting standard(1)
|
|
$
|
9,111
|
|
Provision for losses on net investment in leases(2)
|
|
1,292
|
|
|
Allowance for losses on net investment in leases at end of period
|
|
$
|
10,403
|
|
(1)
|
The Company recorded an initial allowance for losses on net investment in leases of $9.1 million upon the adoption of ASU 2016-13 on January 1, 2020 (refer to Note 3).
|
(2)
|
During the three months ended March 31, 2020, the Company recorded a general allowance for losses on net investment in leases of $1.3 million due to the adoption of ASU 2016-13 (refer to Note 3).
|
|
As of
|
||||||
|
March 31,
|
|
December 31,
|
||||
|
2020
|
|
2019
|
||||
Land and land development, at cost
|
$
|
523,893
|
|
|
$
|
590,153
|
|
Less: accumulated depreciation
|
(9,829
|
)
|
|
(9,608
|
)
|
||
Total land and development, net
|
$
|
514,064
|
|
|
$
|
580,545
|
|
|
|
As of
|
||||||
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Construction loans
|
|
|
|
|
||||
Senior mortgages
|
|
$
|
542,241
|
|
|
$
|
518,992
|
|
Corporate/Partnership loans
|
|
99,702
|
|
|
95,394
|
|
||
Subtotal - gross carrying value of construction loans
|
|
641,943
|
|
|
614,386
|
|
||
Loans
|
|
|
|
|
||||
Senior mortgages
|
|
53,319
|
|
|
53,592
|
|
||
Corporate/Partnership loans
|
|
23,321
|
|
|
24,424
|
|
||
Subordinate mortgages
|
|
11,063
|
|
|
10,877
|
|
||
Subtotal - gross carrying value of loans
|
|
87,703
|
|
|
88,893
|
|
||
Other lending investments
|
|
|
|
|
|
|||
Financing receivables (refer to Note 5)
|
|
44,445
|
|
|
44,339
|
|
||
Held-to-maturity debt securities
|
|
86,368
|
|
|
84,981
|
|
||
Available-for-sale debt securities
|
|
23,640
|
|
|
23,896
|
|
||
Subtotal - other lending investments
|
|
154,453
|
|
|
153,216
|
|
||
Total gross carrying value of loans receivable and other lending investments
|
|
884,099
|
|
|
856,495
|
|
||
Allowance for loan losses
|
|
(33,264
|
)
|
|
(28,634
|
)
|
||
Total loans receivable and other lending investments, net
|
|
$
|
850,835
|
|
|
$
|
827,861
|
|
|
General Allowance
|
|
|
|
|
|||||||||||||||||||
|
|
Construction Loans
|
|
Loans
|
|
Held to
Maturity Debt Securities
|
|
Financing Receivables
|
|
Specific
Allowance
|
|
Total
|
||||||||||||
Allowance for loan losses at beginning of period
|
|
$
|
6,668
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,701
|
|
|
$
|
28,634
|
|
Adoption of new accounting standard(1)
|
|
(353
|
)
|
|
98
|
|
|
20
|
|
|
964
|
|
|
—
|
|
|
729
|
|
||||||
Provision for loan losses(2)
|
|
3,409
|
|
|
323
|
|
|
33
|
|
|
136
|
|
|
—
|
|
|
3,901
|
|
||||||
Allowance for loan losses at end of period
|
|
$
|
9,724
|
|
|
$
|
686
|
|
|
$
|
53
|
|
|
$
|
1,100
|
|
|
$
|
21,701
|
|
|
$
|
33,264
|
|
(1)
|
On January 1, 2020, the Company recorded an increase to its allowance for loan losses of $3.3 million upon the adoption of ASU 2016-13 (refer to Note 3), of which $2.5 million related to expected credit losses for unfunded loan commitments and was recorded in "Accounts payable, accrued expenses and other liabilities."
|
(2)
|
During the three months ended March 31, 2020, the Company recorded a provision for loan losses of $4.0 million due to the adoption of ASU 2016-13 (refer to Note 3), of which $0.1 million related to expected credit losses for unfunded loan commitments and was recorded in "Accounts payable, accrued expenses and other liabilities."
|
|
Individually
Evaluated for
Impairment(1)
|
|
Collectively
Evaluated for
Impairment
|
|
Total
|
||||||
As of March 31, 2020
|
|
|
|
|
|
||||||
Construction loans(2)
|
$
|
—
|
|
|
$
|
641,943
|
|
|
$
|
641,943
|
|
Loans(2)
|
37,517
|
|
|
50,186
|
|
|
87,703
|
|
|||
Financing receivables
|
—
|
|
|
44,445
|
|
|
44,445
|
|
|||
Held-to-maturity debt securities
|
—
|
|
|
86,368
|
|
|
86,368
|
|
|||
Available-for-sale debt securities(3)
|
—
|
|
|
23,640
|
|
|
23,640
|
|
|||
Less: Allowance for loan losses
|
(21,701
|
)
|
|
(11,563
|
)
|
|
(33,264
|
)
|
|||
Total
|
$
|
15,816
|
|
|
$
|
835,019
|
|
|
$
|
850,835
|
|
As of December 31, 2019
|
|
|
|
|
|
||||||
Construction loans(2)
|
$
|
—
|
|
|
$
|
614,386
|
|
|
$
|
614,386
|
|
Loans(2)
|
37,820
|
|
|
51,073
|
|
|
88,893
|
|
|||
Financing receivables
|
—
|
|
|
44,339
|
|
|
44,339
|
|
|||
Held-to-maturity debt securities
|
—
|
|
|
84,981
|
|
|
84,981
|
|
|||
Available-for-sale debt securities(3)
|
—
|
|
|
23,896
|
|
|
23,896
|
|
|||
Less: Allowance for loan losses
|
(21,701
|
)
|
|
(6,933
|
)
|
|
(28,634
|
)
|
|||
Total
|
$
|
16,119
|
|
|
$
|
811,742
|
|
|
$
|
827,861
|
|
(1)
|
The carrying value of this loan includes an unamortized discount of $0.1 million as of March 31, 2020 and December 31, 2019. The Company's one loan individually evaluated for impairment represents a loan on non-accrual status; therefore, the unamortized amount associated with this loan is 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 $0.2 million and $0.7 million as of March 31, 2020 and December 31, 2019, respectively.
|
(3)
|
Available-for-sale debt securities are evaluated for impairment under ASC 326-30.
|
|
|
Year of Origination
|
|
|
||||||||||||||||||||||||
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
Prior to 2016
|
|
Total
|
||||||||||||||
Senior mortgages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Risk rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
1
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,420
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
54,420
|
|
2
|
|
—
|
|
|
—
|
|
|
84,662
|
|
|
96,549
|
|
|
—
|
|
|
—
|
|
|
181,211
|
|
|||||||
3
|
|
—
|
|
|
12,803
|
|
|
170,860
|
|
|
47,859
|
|
|
37,767
|
|
|
4,524
|
|
|
273,813
|
|
|||||||
3.5
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,599
|
|
|
—
|
|
|
—
|
|
|
48,599
|
|
|||||||
Subtotal(1)
|
|
$
|
—
|
|
|
$
|
12,803
|
|
|
$
|
255,522
|
|
|
$
|
247,427
|
|
|
$
|
37,767
|
|
|
$
|
4,524
|
|
|
$
|
558,043
|
|
Corporate/partnership loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Risk rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
1
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,205
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,205
|
|
2
|
|
—
|
|
|
938
|
|
|
17,708
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,646
|
|
|||||||
3
|
|
—
|
|
|
—
|
|
|
58,405
|
|
|
—
|
|
|
37,767
|
|
|
—
|
|
|
96,172
|
|
|||||||
Subtotal
|
|
$
|
—
|
|
|
$
|
938
|
|
|
$
|
76,113
|
|
|
$
|
8,205
|
|
|
$
|
37,767
|
|
|
$
|
—
|
|
|
$
|
123,023
|
|
Subordinate mortgages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Risk rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
3
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,063
|
|
|
$
|
11,063
|
|
Subtotal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,063
|
|
|
$
|
11,063
|
|
Financing receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Risk rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
1.5
|
|
$
|
—
|
|
|
$
|
44,445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,445
|
|
Subtotal
|
|
$
|
—
|
|
|
$
|
44,445
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,445
|
|
Total
|
|
$
|
—
|
|
|
$
|
58,186
|
|
|
$
|
331,635
|
|
|
$
|
255,632
|
|
|
$
|
75,534
|
|
|
$
|
15,587
|
|
|
$
|
736,574
|
|
(1)
|
As of March 31, 2020, excludes $37.5 million for one loan on non-accrual status.
|
|
Current
|
|
Less Than
and Equal
to 90 Days
|
|
Greater
Than
90 Days(1)
|
|
Total
Past Due
|
|
Total
|
||||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior mortgages
|
$
|
558,043
|
|
|
|
|
|
$
|
37,517
|
|
|
$
|
37,517
|
|
|
$
|
595,560
|
|
|
Corporate/Partnership loans
|
123,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,023
|
|
|||||
Subordinate mortgages
|
11,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,063
|
|
|||||
Total
|
$
|
692,129
|
|
|
$
|
—
|
|
|
$
|
37,517
|
|
|
$
|
37,517
|
|
|
$
|
729,646
|
|
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Senior mortgages
|
$
|
534,765
|
|
|
$
|
—
|
|
|
$
|
37,820
|
|
|
$
|
37,820
|
|
|
$
|
572,585
|
|
Corporate/Partnership loans
|
119,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119,818
|
|
|||||
Subordinate mortgages
|
10,877
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,877
|
|
|||||
Total
|
$
|
665,460
|
|
|
$
|
—
|
|
|
$
|
37,820
|
|
|
$
|
37,820
|
|
|
$
|
703,280
|
|
(1)
|
As of March 31, 2020 and 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 10.8 years and 10.5 years outstanding, respectively.
|
|
As of March 31, 2020
|
|
As of December 31, 2019
|
||||||||||||||||||||
|
Amortized
Cost
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Amortized
Cost
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
||||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Senior mortgages
|
$
|
37,517
|
|
|
$
|
37,618
|
|
|
$
|
(21,701
|
)
|
|
$
|
37,820
|
|
|
$
|
37,923
|
|
|
$
|
(21,701
|
)
|
Total
|
$
|
37,517
|
|
|
$
|
37,618
|
|
|
$
|
(21,701
|
)
|
|
$
|
37,820
|
|
|
$
|
37,923
|
|
|
$
|
(21,701
|
)
|
(1)
|
All of the Company's non-accrual loans are considered impaired and included in the table above.
|
(2)
|
The Company did not record any interest income on impaired loans for the three months ended March 31, 2020 and 2019.
|
|
Face
Value
|
|
Amortized Cost Basis
|
|
Net Unrealized Gain
|
|
Estimated Fair Value
|
|
Net Carrying Value
|
||||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
|
||||||||||
Available-for-Sale Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Municipal debt securities
|
$
|
20,680
|
|
|
$
|
20,680
|
|
|
$
|
2,960
|
|
|
$
|
23,640
|
|
|
$
|
23,640
|
|
Held-to-Maturity Securities
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt securities
|
100,000
|
|
|
86,368
|
|
|
—
|
|
|
86,368
|
|
|
86,368
|
|
|||||
Total
|
$
|
120,680
|
|
|
$
|
107,048
|
|
|
$
|
2,960
|
|
|
$
|
110,008
|
|
|
$
|
110,008
|
|
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
|
|
|
Held-to-Maturity Debt Securities
|
|
Available-for-Sale Debt Securities
|
||||||||||||
|
Amortized Cost Basis
|
|
Estimated Fair Value
|
|
Amortized Cost Basis
|
|
Estimated Fair Value
|
||||||||
Maturities
|
|
|
|
|
|
|
|
||||||||
Within one year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
After one year through 5 years
|
86,368
|
|
|
86,368
|
|
|
—
|
|
|
—
|
|
||||
After 5 years through 10 years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
After 10 years
|
—
|
|
|
—
|
|
|
20,680
|
|
|
23,640
|
|
||||
Total
|
$
|
86,368
|
|
|
$
|
86,368
|
|
|
$
|
20,680
|
|
|
$
|
23,640
|
|
|
|
|
Equity in Earnings (Losses)
|
||||||||||||
|
Carrying Value
as of
|
|
For the Three Months Ended March 31,
|
||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
2020
|
|
2019
|
||||||||
Real estate equity investments
|
|
|
|
|
|
|
|
||||||||
Safehold Inc. ("SAFE")(1)
|
$
|
834,351
|
|
|
$
|
729,357
|
|
|
$
|
19,338
|
|
|
$
|
7,316
|
|
iStar Net Lease II LLC ("Net Lease Venture II")
|
46,183
|
|
|
30,712
|
|
|
193
|
|
|
(86
|
)
|
||||
Other real estate equity investments
|
96,681
|
|
|
104,553
|
|
|
(2,082
|
)
|
|
(2,123
|
)
|
||||
Subtotal
|
977,215
|
|
|
864,622
|
|
|
17,449
|
|
|
5,107
|
|
||||
Other strategic investments(2)
|
52,337
|
|
|
43,253
|
|
|
(837
|
)
|
|
202
|
|
||||
Total
|
$
|
1,029,552
|
|
|
$
|
907,875
|
|
|
$
|
16,612
|
|
|
$
|
5,309
|
|
(1)
|
As of March 31, 2020, the Company owned 33.4 million shares of SAFE common stock which, based on the closing price of $63.23 on March 31, 2020, had a market value of $2.1 billion. For the three months ended March 31, 2020, equity in earnings includes a dilution gain of $7.9 million resulting from a SAFE equity offering in March 2020.
|
(2)
|
During the three months ended March 31, 2020, the Company identified an observable price change in an equity security held by the Company as evidenced by an orderly private issuance of similar securities by the same issuer. In accordance with ASC 321, the Company remeasured its equity investment at fair value and recognized a mark-to-market gain of $9.9 million in "Other income" in the Company's consolidated statements of operations.
|
•
|
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 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.
|
|
|
Revenues
|
|
Expenses
|
|
Net Income Attributable to Parent
|
||||||
For the Three Months Ended March 31, 2020
|
|
|
|
|
|
|
||||||
SAFE
|
|
$
|
40,165
|
|
|
$
|
23,587
|
|
|
$
|
17,347
|
|
|
|
|
|
|
|
|
||||||
For the Three Months Ended March 31, 2019
|
|
|
|
|
|
|
||||||
SAFE
|
|
$
|
21,820
|
|
|
$
|
10,683
|
|
|
$
|
6,619
|
|
|
As of
|
||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
Intangible assets, net(1)
|
$
|
164,853
|
|
|
$
|
174,973
|
|
Restricted cash
|
46,609
|
|
|
45,034
|
|
||
Finance lease right-of-use assets(2)
|
144,839
|
|
|
145,209
|
|
||
Operating lease right-of-use assets(2)
|
52,295
|
|
|
34,063
|
|
||
Other assets(3)
|
17,315
|
|
|
17,534
|
|
||
Other receivables
|
18,895
|
|
|
16,846
|
|
||
Leasing costs, net(4)
|
3,130
|
|
|
3,793
|
|
||
Corporate furniture, fixtures and equipment, net(5)
|
2,467
|
|
|
2,736
|
|
||
Deferred financing fees, net
|
2,130
|
|
|
2,300
|
|
||
Deferred expenses and other assets, net
|
$
|
452,533
|
|
|
$
|
442,488
|
|
(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 $36.3 million and $33.4 million as of March 31, 2020 and December 31, 2019, respectively. The amortization of above market leases and lease incentive assets decreased operating lease income in the Company's consolidated statements of operations by $0.4 million and $0.6 million for the three months ended March 31, 2020 and 2019, respectively. These intangible lease assets are amortized over the remaining term of the lease. The amortization expense for in-place leases was $2.7 million and $2.2 million for the three months ended March 31, 2020 and 2019, respectively. These amounts are included in "Depreciation and amortization" in the Company's consolidated statements of operations. As of March 31, 2020, the weighted average amortization period for the Company's intangible assets was approximately 17.3 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 5.1% and the weighted average lease term is 7.5 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 97.7 years. Right-of-use assets for finance leases are amortized on a straight-line basis over the term of the lease and are recorded in "Depreciation and amortization" in the Company's consolidated statements of operations. During the three months ended March 31, 2020 and 2019, the Company recognized $2.0 million and $0.4 million, respectively, in "Interest expense" and $0.4 million and $0.1 million, respectively, 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 three months ended March 31, 2020 and 2019, the Company recognized $1.0 million and $0.9 million, respectively, in "General and administrative" and $0.8 million and $1.1 million, respectively, in "Real estate expense" in its consolidated statement of operations relating to operating leases.
|
(3)
|
Other assets primarily includes prepaid expenses and deposits for certain real estate assets.
|
(4)
|
Accumulated amortization of leasing costs was $2.2 million and $3.3 million as of March 31, 2020 and December 31, 2019, respectively.
|
(5)
|
Accumulated depreciation on corporate furniture, fixtures and equipment was $13.4 million and $13.1 million as of March 31, 2020 and December 31, 2019, respectively.
|
|
As of
|
||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
Other liabilities(1)
|
$
|
83,833
|
|
|
81,709
|
|
|
Accrued expenses
|
76,283
|
|
|
83,778
|
|
||
Finance lease liabilities (see table above)
|
148,439
|
|
|
147,749
|
|
||
Intangible liabilities, net(2)
|
50,606
|
|
|
51,223
|
|
||
Operating lease liabilities (see table above)
|
52,456
|
|
|
34,182
|
|
||
Accrued interest payable
|
29,707
|
|
|
25,733
|
|
||
Accounts payable, accrued expenses and other liabilities
|
$
|
441,324
|
|
|
$
|
424,374
|
|
(1)
|
As of March 31, 2020 and December 31, 2019, other liabilities includes $26.6 million and $27.5 million, respectively, of deferred income. As of March 31, 2020 and December 31, 2019, other liabilities includes $20.7 million and $8.7 million, respectively, of derivative liabilities. As of March 31, 2020, other liabilities includes $2.6 million of expected credit losses for unfunded loan commitments.
|
(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 $5.6 million and $5.0 million as of March 31, 2020 and December 31, 2019, respectively. The amortization of below market leases increased operating lease income in the Company's consolidated statements of operations by $0.6 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively.
|
|
|
Carrying Value as of
|
||||||
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Loan participations payable(1)
|
|
$
|
37,892
|
|
|
$
|
35,656
|
|
Debt premiums, discounts and deferred financing costs, net
|
|
(125
|
)
|
|
(18
|
)
|
||
Total loan participations payable, net
|
|
$
|
37,767
|
|
|
$
|
35,638
|
|
(1)
|
As of March 31, 2020 and December 31, 2019, the Company had one loan participation payable with an interest rate of 6.0% and 6.3%, respectively.
|
|
Carrying Value as of
|
|
Stated
Interest Rates |
|
Scheduled
Maturity Date |
||||||
|
March 31, 2020
|
|
December 31, 2019
|
|
|
||||||
Secured credit facilities and mortgages:
|
|
|
|
|
|
|
|
||||
Revolving Credit Facility
|
$
|
300,000
|
|
|
$
|
—
|
|
|
LIBOR + 2.00%
|
(1)
|
September 2022
|
Senior Term Loan
|
491,875
|
|
|
491,875
|
|
|
LIBOR + 2.75%
|
(2)
|
June 2023
|
||
Mortgages collateralized by net lease assets(3)
|
724,209
|
|
|
721,118
|
|
|
2.54% - 7.26%
|
(3)
|
|
||
Total secured credit facilities and mortgages
|
1,516,084
|
|
|
1,212,993
|
|
|
|
|
|
||
Unsecured notes:
|
|
|
|
|
|
|
|
||||
6.00% senior notes(4)
|
—
|
|
|
110,545
|
|
|
6.00%
|
|
—
|
||
5.25% senior notes(5)
|
400,000
|
|
|
400,000
|
|
|
5.25%
|
|
September 2022
|
||
3.125% senior convertible notes(6)
|
287,500
|
|
|
287,500
|
|
|
3.125%
|
|
September 2022
|
||
4.75% senior notes(7)
|
775,000
|
|
|
775,000
|
|
|
4.75%
|
|
October 2024
|
||
4.25% senior notes(8)
|
550,000
|
|
|
550,000
|
|
|
4.25%
|
|
August 2025
|
||
Total unsecured notes
|
2,012,500
|
|
|
2,123,045
|
|
|
|
|
|
||
Other debt obligations:
|
|
|
|
|
|
|
|
||||
Trust preferred securities
|
100,000
|
|
|
100,000
|
|
|
LIBOR + 1.50%
|
|
October 2035
|
||
Total debt obligations
|
3,628,584
|
|
|
3,436,038
|
|
|
|
|
|
||
Debt discounts and deferred financing costs, net
|
(45,224
|
)
|
|
(48,958
|
)
|
|
|
|
|
||
Total debt obligations, net(9)
|
$
|
3,583,360
|
|
|
$
|
3,387,080
|
|
|
|
|
|
(1)
|
The Revolving Credit Facility 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 1.0% 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 1.0% and subject to a margin of 1.75%; or (ii) LIBOR subject to a margin of 2.75%.
|
(3)
|
As of March 31, 2020, the weighted average interest rate of these loans is 4.4%, inclusive of the effect of interest rate swaps.
|
(4)
|
The Company repaid these senior notes in January 2020.
|
(5)
|
The Company can prepay these senior notes without penalty beginning September 15, 2021.
|
(6)
|
The Company's 3.125% senior convertible fixed rate notes due September 2022 ("3.125% Convertible Notes") are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding September 15, 2022. The conversion rate as of March 31, 2020 was 68.3420 shares per $1,000 principal amount of 3.125% Convertible Notes, which equals a conversion price of $14.63 per share. The conversion rate is subject to adjustment from time to time for specified events. Upon conversion, the Company will pay or deliver, as the case may be, a combination of cash and shares of its common stock. 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 March 31, 2020, the carrying value of the 3.125% Convertible Notes was $270.2 million, net of fees, and the unamortized discount of the 3.125% Convertible Notes was $14.2 million, net of fees. 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. During the three months ended March 31, 2020 and 2019, the Company recognized $2.2 million and $2.2 million, respectively, of contractual interest and $1.3 million and $1.2 million, respectively, of discount amortization on the 3.125% Convertible Notes. The effective interest rate was 5.2%.
|
(7)
|
The Company can prepay these senior notes without penalty beginning July 1, 2024.
|
(8)
|
The Company can prepay these senior notes without penalty beginning May 1, 2025.
|
(9)
|
The Company capitalized interest relating to development activities of $0.5 million and $3.0 million during the three months ended March 31, 2020 and 2019, respectively.
|
|
Unsecured Debt
|
|
Secured Debt
|
|
Total
|
||||||
2020 (remaining nine months)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
—
|
|
|
158,358
|
|
|
158,358
|
|
|||
2022
|
687,500
|
|
|
347,624
|
|
|
1,035,124
|
|
|||
2023
|
—
|
|
|
491,875
|
|
|
491,875
|
|
|||
2024
|
775,000
|
|
|
—
|
|
|
775,000
|
|
|||
Thereafter
|
650,000
|
|
|
518,227
|
|
|
1,168,227
|
|
|||
Total principal maturities
|
2,112,500
|
|
|
1,516,084
|
|
|
3,628,584
|
|
|||
Unamortized discounts and deferred financing costs, net
|
(37,915
|
)
|
|
(7,309
|
)
|
|
(45,224
|
)
|
|||
Total debt obligations, net
|
$
|
2,074,585
|
|
|
$
|
1,508,775
|
|
|
$
|
3,583,360
|
|
|
As of
|
||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
||||||||
Real estate, net
|
$
|
1,392,658
|
|
|
$
|
108,431
|
|
|
$
|
1,409,585
|
|
|
$
|
117,634
|
|
Real estate available and held for sale
|
—
|
|
|
34,391
|
|
|
—
|
|
|
8,650
|
|
||||
Net investment in leases(2)
|
420,380
|
|
|
—
|
|
|
418,915
|
|
|
—
|
|
||||
Land and development, net
|
—
|
|
|
514,064
|
|
|
—
|
|
|
580,545
|
|
||||
Loans receivable and other lending investments, net(3)(4)
|
234,612
|
|
|
590,019
|
|
|
233,104
|
|
|
566,050
|
|
||||
Other investments
|
—
|
|
|
1,029,552
|
|
|
—
|
|
|
907,875
|
|
||||
Cash and other assets
|
—
|
|
|
882,674
|
|
|
—
|
|
|
814,044
|
|
||||
Total
|
$
|
2,047,650
|
|
|
$
|
3,159,131
|
|
|
$
|
2,061,604
|
|
|
$
|
2,994,798
|
|
(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 March 31, 2020, Collateral Assets includes $428.5 million carrying value of assets held by entities whose equity interests are pledged as collateral for the Revolving Credit Facility.
|
(2)
|
As of March 31, 2020, the amount presented excludes a general allowance for net investment of leases of $10.4 million.
|
(3)
|
As of March 31, 2020 and December 31, 2019, the amounts presented exclude general allowance for loan losses of $11.6 million and $6.9 million, respectively.
|
(4)
|
As of March 31, 2020 and December 31, 2019, the amounts presented exclude loan participations of $37.8 million and $35.6 million, respectively.
|
|
Loans and Other Lending Investments(1)
|
|
Real Estate(2)
|
|
Other
Investments
|
|
Total
|
||||||||
Performance-Based Commitments
|
$
|
183,608
|
|
|
$
|
81,718
|
|
|
$
|
53,122
|
|
|
$
|
318,448
|
|
Strategic Investments
|
—
|
|
|
—
|
|
|
17,351
|
|
|
17,351
|
|
||||
Total
|
$
|
183,608
|
|
|
$
|
81,718
|
|
|
$
|
70,473
|
|
|
$
|
335,799
|
|
(1)
|
Excludes $12.1 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 (remaining nine months)
|
$
|
3,095
|
|
|
$
|
4,052
|
|
2021
|
3,624
|
|
|
5,494
|
|
||
2022
|
6,561
|
|
|
5,604
|
|
||
2023
|
6,190
|
|
|
5,716
|
|
||
2024
|
6,080
|
|
|
5,830
|
|
||
Thereafter
|
6,576
|
|
|
1,573,771
|
|
||
Total undiscounted cash flows
|
32,126
|
|
|
1,600,467
|
|
||
Present value discount(1)
|
(4,654
|
)
|
|
(1,452,028
|
)
|
||
Other adjustments(2)
|
24,984
|
|
|
—
|
|
||
Lease liabilities
|
$
|
52,456
|
|
|
$
|
148,439
|
|
(1)
|
During the three months ended March 31, 2020 and 2019, the Company made payments of $1.1 million and $1.1 million, respectively, related to its operating leases and $1.3 million and $0.2 million, respectively, related to its finance leases. 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 6.3 years and the weighted average discount rate was 5.1%. The weighted average lease term for the Company's finance leases was 97.7 years and the weighted average discount rate was 5.5%.
|
(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)(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)
|
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.
|
(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.
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
As of December 31, 2019
|
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Derivatives Designated in Hedging Relationships
|
|
|
|
|
||||||||
Interest rate swaps
|
|
Deferred expenses and other assets, net
|
|
$
|
114
|
|
|
Accounts payable, accrued expenses and other liabilities
|
|
$
|
8,680
|
|
Total
|
|
|
|
$
|
114
|
|
|
|
|
$
|
8,680
|
|
(1)
|
Over the next 12 months, the Company expects that $8.8 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 Three Months Ended March 31, 2020
|
|
|
|
|
||||||
Interest rate swaps
|
|
Earnings from equity method investments
|
|
$
|
(15,172
|
)
|
|
$
|
(226
|
)
|
Interest rate swaps
|
|
Interest expense
|
|
(12,604
|
)
|
|
(1,088
|
)
|
||
|
|
|
|
|
|
|
||||
For the Three Months Ended March 31, 2019
|
|
|
|
|
||||||
Interest rate swaps
|
|
Interest Expense
|
|
(7,822
|
)
|
|
(151
|
)
|
||
Interest rate swaps
|
|
Earnings from equity method investments
|
|
(7,190
|
)
|
|
144
|
|
|
|
|
|
|
|
Cumulative Preferential Cash
Dividends(1)(2)
|
|
|
||||||||||||||
Series
|
|
Shares Issued and
Outstanding
(in thousands)
|
|
Par Value
|
|
Liquidation Preference(3)(4)
|
|
Rate per Annum
|
|
Annual
Dividend Per Share
|
|
Carrying Value
(in thousands)
|
||||||||||
D
|
|
4,000
|
|
|
$
|
0.001
|
|
|
$
|
25.00
|
|
|
8.00
|
%
|
|
$
|
2.00
|
|
|
$
|
89,041
|
|
G
|
|
3,200
|
|
|
0.001
|
|
|
25.00
|
|
|
7.65
|
%
|
|
1.91
|
|
|
72,664
|
|
||||
I
|
|
5,000
|
|
|
0.001
|
|
|
25.00
|
|
|
7.50
|
%
|
|
1.88
|
|
|
120,785
|
|
||||
Total
|
|
12,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
282,490
|
|
(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 $2.0 million, $1.5 million and $2.3 million on its Series D, G and I Cumulative Redeemable Preferred Stock during the three months ended March 31, 2020 and 2019, respectively. The Company declared and paid dividends of $2.3 million on its Series J Convertible Perpetual Preferred Stock during the three months ended March 31, 2019. The character of the 2019 dividends was 100% capital gain distribution, of which 34.01% represented unrecaptured section 1250 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.
|
|
As of
|
||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||
Unrealized gains on available-for-sale securities
|
$
|
2,959
|
|
|
$
|
2,756
|
|
Unrealized losses on cash flow hedges
|
(58,282
|
)
|
|
(37,264
|
)
|
||
Unrealized losses on cumulative translation adjustment
|
(4,199
|
)
|
|
(4,199
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(59,522
|
)
|
|
$
|
(38,707
|
)
|
|
iPIP Investment Pool
|
|||||||
|
2013-2014
|
|
2015-2016
|
|
2017-2018
|
|||
Points at beginning of period
|
81.17
|
|
|
73.28
|
|
|
77.27
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
Forfeited
|
(1.00
|
)
|
|
(1.13
|
)
|
|
(0.93
|
)
|
Points at end of period
|
80.17
|
|
|
72.15
|
|
|
76.34
|
|
Nonvested at beginning of period
|
598
|
|
Granted
|
181
|
|
Vested
|
(105
|
)
|
Forfeited
|
—
|
|
Nonvested at end of period
|
674
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net loss
|
$
|
(12,885
|
)
|
|
$
|
(6,970
|
)
|
Net income attributable to noncontrolling interests
|
(2,691
|
)
|
|
(2,471
|
)
|
||
Preferred dividends
|
(5,874
|
)
|
|
(8,124
|
)
|
||
Net loss allocable to common shareholders for basic and diluted earnings per common share
|
$
|
(21,450
|
)
|
|
$
|
(17,565
|
)
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Earnings allocable to common shares:
|
|
|
|
||||
Numerator for basic and diluted earnings per share:
|
|
|
|
||||
Net loss allocable to common shareholders
|
$
|
(21,450
|
)
|
|
$
|
(17,565
|
)
|
|
|
|
|
||||
Denominator for basic and diluted earnings per share:
|
|
|
|
||||
Weighted average common shares outstanding for basic and diluted earnings per common share
|
77,444
|
|
|
67,747
|
|
||
|
|
|
|
||||
Basic and diluted earnings per common share:
|
|
|
|
||||
Net loss allocable to common shareholders
|
$
|
(0.28
|
)
|
|
$
|
(0.26
|
)
|
Series J convertible perpetual preferred stock
|
15,951
|
|
(1)
|
For the three months ended March 31, 2019, the effect of certain of the Company's restricted stock awards were anti-dilutive. The Company will settle conversions of the 3.125% Convertible Notes (refer to Note 11) by paying the conversion value in cash up to the original principal amount of the notes being converted and shares of common stock to the extent of any conversion premium. The amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value calculated for each trading day in a 40 consecutive day observation period. Based upon the conversion price of the 3.125% Convertible Notes, no shares of common stock would have been issuable upon conversion of the 3.125% Convertible Notes for the three months ended March 31, 2020 and 2019 and therefore the 3.125% Convertible Notes had no effect on diluted EPS for such period.
|
|
|
|
Fair Value Using
|
||||||||||||
|
Total
|
|
Quoted market
prices in
active markets
(Level 1)
|
|
Significant other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
||||||||
Recurring basis:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities(1)
|
$
|
20,685
|
|
|
$
|
—
|
|
|
$
|
20,685
|
|
|
$
|
—
|
|
Available-for-sale securities(1)
|
23,640
|
|
|
—
|
|
|
—
|
|
|
23,640
|
|
||||
Non-recurring basis:
|
|
|
|
|
|
|
|
||||||||
Other investments(2)
|
44,882
|
|
|
—
|
|
|
44,882
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
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(3)
|
40,000
|
|
|
—
|
|
|
—
|
|
|
40,000
|
|
(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)
|
During the three months ended March 31, 2020, the Company identified an observable price change in an equity security held by the Company as evidenced by an orderly private issuance of similar securities by the same issuer and, as such, classified such observable price change as Level 2.
|
(3)
|
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.
|
|
|
2020
|
|
2019
|
||||
Beginning balance
|
|
$
|
23,896
|
|
|
$
|
21,661
|
|
Repayments
|
|
(459
|
)
|
|
(46
|
)
|
||
Unrealized gains recorded in other comprehensive income
|
|
203
|
|
|
1,000
|
|
||
Ending balance
|
|
$
|
23,640
|
|
|
$
|
22,615
|
|
|
Net
Lease |
|
Real Estate Finance
|
|
Operating Properties
|
|
Land and Development
|
|
Corporate/Other(1)
|
|
Company Total
|
||||||||||||
Three Months Ended March 31, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating lease income
|
$
|
41,464
|
|
|
$
|
—
|
|
|
$
|
5,774
|
|
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
47,346
|
|
Interest income
|
823
|
|
|
16,393
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,216
|
|
||||||
Interest income from sales-type leases
|
8,355
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,355
|
|
||||||
Other income
|
4,293
|
|
|
306
|
|
|
3,157
|
|
|
624
|
|
|
11,988
|
|
|
20,368
|
|
||||||
Land development revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
80,176
|
|
|
—
|
|
|
80,176
|
|
||||||
Earnings (losses) from equity method investments
|
19,531
|
|
|
—
|
|
|
(2,667
|
)
|
|
584
|
|
|
(836
|
)
|
|
16,612
|
|
||||||
Total revenue and other earnings
|
74,466
|
|
|
16,699
|
|
|
6,264
|
|
|
81,492
|
|
|
11,152
|
|
|
190,073
|
|
||||||
Real estate expense
|
(6,229
|
)
|
|
—
|
|
|
(7,663
|
)
|
|
(8,606
|
)
|
|
—
|
|
|
(22,498
|
)
|
||||||
Land development cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(77,059
|
)
|
|
—
|
|
|
(77,059
|
)
|
||||||
Other expense
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
(74
|
)
|
||||||
Allocated interest expense
|
(24,478
|
)
|
|
(6,199
|
)
|
|
(2,259
|
)
|
|
(4,570
|
)
|
|
(5,886
|
)
|
|
(43,392
|
)
|
||||||
Allocated general and administrative(2)
|
(6,989
|
)
|
|
(2,097
|
)
|
|
(789
|
)
|
|
(2,819
|
)
|
|
(5,307
|
)
|
|
(18,001
|
)
|
||||||
Segment profit (loss)(3)
|
$
|
36,770
|
|
|
$
|
8,384
|
|
|
$
|
(4,447
|
)
|
|
$
|
(11,562
|
)
|
|
$
|
(96
|
)
|
|
$
|
29,049
|
|
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Provision for loan losses
|
$
|
137
|
|
|
$
|
3,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,003
|
|
Provision for losses on net investment in leases
|
1,292
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,292
|
|
||||||
Impairment of assets
|
1,708
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,708
|
|
||||||
Depreciation and amortization
|
12,656
|
|
|
—
|
|
|
1,284
|
|
|
243
|
|
|
303
|
|
|
14,486
|
|
||||||
Capitalized expenditures
|
1,846
|
|
|
—
|
|
|
917
|
|
|
12,027
|
|
|
—
|
|
|
14,790
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Three Months Ended March 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating lease income
|
$
|
49,482
|
|
|
$
|
—
|
|
|
$
|
9,356
|
|
|
$
|
77
|
|
|
$
|
—
|
|
|
$
|
58,915
|
|
Interest income
|
—
|
|
|
20,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,375
|
|
||||||
Other income
|
3,420
|
|
|
2,189
|
|
|
2,375
|
|
|
3,447
|
|
|
3,382
|
|
|
14,813
|
|
||||||
Land development revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
12,699
|
|
|
—
|
|
|
12,699
|
|
||||||
Earnings (losses) from equity method investments
|
7,230
|
|
|
—
|
|
|
(2,410
|
)
|
|
287
|
|
|
202
|
|
|
5,309
|
|
||||||
Income from sales of real estate
|
—
|
|
|
—
|
|
|
9,407
|
|
|
—
|
|
|
—
|
|
|
9,407
|
|
||||||
Total revenue and other earnings
|
60,132
|
|
|
22,564
|
|
|
18,728
|
|
|
16,510
|
|
|
3,584
|
|
|
121,518
|
|
||||||
Real estate expense
|
(6,106
|
)
|
|
—
|
|
|
(11,033
|
)
|
|
(8,801
|
)
|
|
—
|
|
|
(25,940
|
)
|
||||||
Land development cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,449
|
)
|
|
—
|
|
|
(14,449
|
)
|
||||||
Other expense
|
—
|
|
|
(265
|
)
|
|
—
|
|
|
—
|
|
|
(243
|
)
|
|
(508
|
)
|
||||||
Allocated interest expense
|
(21,766
|
)
|
|
(8,413
|
)
|
|
(2,918
|
)
|
|
(5,127
|
)
|
|
(8,353
|
)
|
|
(46,577
|
)
|
||||||
Allocated general and administrative(2)
|
(5,678
|
)
|
|
(2,209
|
)
|
|
(761
|
)
|
|
(3,257
|
)
|
|
(4,945
|
)
|
|
(16,850
|
)
|
||||||
Segment profit (loss)(3)
|
$
|
26,582
|
|
|
$
|
11,677
|
|
|
$
|
4,016
|
|
|
$
|
(15,124
|
)
|
|
$
|
(9,957
|
)
|
|
$
|
17,194
|
|
Other significant items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Recovery of loan losses
|
$
|
—
|
|
|
$
|
(97
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(97
|
)
|
Impairment of assets
|
—
|
|
|
—
|
|
|
3,851
|
|
|
—
|
|
|
—
|
|
|
3,851
|
|
||||||
Depreciation and amortization
|
13,561
|
|
|
—
|
|
|
1,557
|
|
|
247
|
|
|
303
|
|
|
15,668
|
|
||||||
Capitalized expenditures
|
2,756
|
|
|
—
|
|
|
416
|
|
|
36,079
|
|
|
—
|
|
|
39,251
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Lease |
|
Real Estate Finance
|
|
Operating Properties
|
|
Land and Development
|
|
Corporate/Other(1)
|
|
Company Total
|
||||||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate, net
|
$
|
1,301,176
|
|
|
$
|
—
|
|
|
$
|
199,913
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,501,089
|
|
Real estate available and held for sale
|
25,730
|
|
|
—
|
|
|
8,661
|
|
|
—
|
|
|
—
|
|
|
34,391
|
|
||||||
Total real estate
|
1,326,906
|
|
|
—
|
|
|
208,574
|
|
|
—
|
|
|
—
|
|
|
1,535,480
|
|
||||||
Net investment in leases
|
409,976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409,976
|
|
||||||
Land and development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
514,064
|
|
|
—
|
|
|
514,064
|
|
||||||
Loans receivable and other lending investments, net
|
43,344
|
|
|
807,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
850,835
|
|
||||||
Other investments
|
880,534
|
|
|
—
|
|
|
60,009
|
|
|
36,672
|
|
|
52,337
|
|
|
1,029,552
|
|
||||||
Total portfolio assets
|
$
|
2,660,760
|
|
|
$
|
807,491
|
|
|
$
|
268,583
|
|
|
$
|
550,736
|
|
|
$
|
52,337
|
|
|
4,339,907
|
|
|
Cash and other assets
|
|
|
|
|
|
|
|
|
|
|
882,674
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,222,581
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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
|
44,339
|
|
|
783,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
827,861
|
|
||||||
Other investments
|
760,068
|
|
|
—
|
|
|
61,686
|
|
|
42,866
|
|
|
43,255
|
|
|
907,875
|
|
||||||
Total portfolio assets
|
$
|
2,550,404
|
|
|
$
|
783,522
|
|
|
$
|
270,473
|
|
|
$
|
623,411
|
|
|
$
|
43,255
|
|
|
4,271,065
|
|
|
Cash and other assets
|
|
|
|
|
|
|
|
|
|
|
814,044
|
|
|||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,085,109
|
|
(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 $16.3 million and $4.2 million for the three months ended March 31, 2020 and 2019, respectively.
|
(3)
|
The following is a reconciliation of segment profit to net income (loss) ($ in thousands):
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Segment profit
|
$
|
29,049
|
|
|
$
|
17,194
|
|
Add/Less: (Provision for) recovery of loan losses
|
(4,003
|
)
|
|
97
|
|
||
Less: Provision for losses on net investment in leases
|
(1,292
|
)
|
|
—
|
|
||
Less: Impairment of assets
|
(1,708
|
)
|
|
(3,851
|
)
|
||
Less: Stock-based compensation expense
|
(16,270
|
)
|
|
(4,249
|
)
|
||
Less: Depreciation and amortization
|
(14,486
|
)
|
|
(15,668
|
)
|
||
Less: Income tax expense
|
(60
|
)
|
|
(25
|
)
|
||
Less: Loss on early extinguishment of debt, net
|
(4,115
|
)
|
|
(468
|
)
|
||
Net loss
|
$
|
(12,885
|
)
|
|
$
|
(6,970
|
)
|
Property/Collateral Types
|
|
Net
Lease
|
|
Real Estate Finance
|
|
Operating Properties
|
|
Land & Development
|
|
Total
|
|
% of
Total |
|||||||||||
Office / Industrial
|
|
$
|
1,177,330
|
|
|
$
|
104,894
|
|
|
$
|
97,790
|
|
|
$
|
—
|
|
|
$
|
1,380,014
|
|
|
28.9
|
%
|
Entertainment / Leisure
|
|
933,689
|
|
|
—
|
|
|
16,162
|
|
|
—
|
|
|
949,851
|
|
|
19.8
|
%
|
|||||
Ground Leases
|
|
878,276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
878,276
|
|
|
18.3
|
%
|
|||||
Land and Development
|
|
—
|
|
|
97,324
|
|
|
—
|
|
|
400,817
|
|
|
498,141
|
|
|
10.4
|
%
|
|||||
Condominium
|
|
—
|
|
|
187,848
|
|
|
20,937
|
|
|
145,558
|
|
|
354,343
|
|
|
7.4
|
%
|
|||||
Hotel
|
|
—
|
|
|
172,965
|
|
|
82,565
|
|
|
—
|
|
|
255,530
|
|
|
5.3
|
%
|
|||||
Multifamily
|
|
—
|
|
|
162,343
|
|
|
54,294
|
|
|
5,896
|
|
|
222,533
|
|
|
4.6
|
%
|
|||||
Retail
|
|
57,348
|
|
|
68,939
|
|
|
41,398
|
|
|
8,295
|
|
|
175,980
|
|
|
3.7
|
%
|
|||||
Other Property Types
|
|
—
|
|
|
23,640
|
|
|
—
|
|
|
—
|
|
|
23,640
|
|
|
0.5
|
%
|
|||||
Strategic Investments(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,337
|
|
|
1.1
|
%
|
|||||
Total
|
|
$
|
3,046,643
|
|
|
$
|
817,953
|
|
|
$
|
313,146
|
|
|
$
|
560,566
|
|
|
$
|
4,790,645
|
|
|
100.0
|
%
|
Percentage of Total
|
|
64
|
%
|
|
17
|
%
|
|
7
|
%
|
|
12
|
%
|
|
100
|
%
|
|
|
|
(1)
|
Strategic Investments is comprised of $44.9 million of office/industrial and $7.4 million of other property types.
|
Geographic Region
|
|
Net
Lease
|
|
Real Estate Finance
|
|
Operating Properties
|
|
Land & Development
|
|
Total
|
|
% of
Total |
|||||||||||
Northeast
|
|
$
|
914,897
|
|
|
$
|
309,546
|
|
|
$
|
93,425
|
|
|
$
|
304,179
|
|
|
$
|
1,622,047
|
|
|
33.9
|
%
|
West
|
|
482,959
|
|
|
262,353
|
|
|
56,489
|
|
|
38,809
|
|
|
840,610
|
|
|
17.5
|
%
|
|||||
Mid-Atlantic
|
|
506,309
|
|
|
12,803
|
|
|
—
|
|
|
123,763
|
|
|
642,875
|
|
|
13.4
|
%
|
|||||
Central
|
|
419,506
|
|
|
76,274
|
|
|
45,642
|
|
|
31,500
|
|
|
572,922
|
|
|
12.0
|
%
|
|||||
Southwest
|
|
388,075
|
|
|
15,385
|
|
|
104,307
|
|
|
43,611
|
|
|
551,378
|
|
|
11.5
|
%
|
|||||
Southeast
|
|
325,435
|
|
|
55,224
|
|
|
13,283
|
|
|
18,704
|
|
|
412,646
|
|
|
8.6
|
%
|
|||||
Various
|
|
9,462
|
|
|
86,368
|
|
|
—
|
|
|
—
|
|
|
95,830
|
|
|
2.0
|
%
|
|||||
Strategic Investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52,337
|
|
|
1.1
|
%
|
|||||
Total
|
|
$
|
3,046,643
|
|
|
$
|
817,953
|
|
|
$
|
313,146
|
|
|
$
|
560,566
|
|
|
$
|
4,790,645
|
|
|
100.0
|
%
|
|
|
Consolidated
Real Estate(1)
|
|
Net Lease Venture II
|
|
SAFE
|
||||||
Ownership %
|
|
100.0
|
%
|
|
51.9
|
%
|
|
65.4
|
%
|
|||
Gross book value (millions)(2)
|
|
$
|
2,146
|
|
|
$
|
175
|
|
|
$
|
2,705
|
|
|
|
|
|
|
|
|
||||||
% Leased
|
|
99.4
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Square footage (thousands)
|
|
15,738
|
|
|
1,998
|
|
|
N/A
|
|
|||
Weighted average lease term (years)(3)
|
|
17.8
|
|
|
6.5
|
|
|
89.6
|
|
|||
Weighted average yield(4)
|
|
8.0
|
%
|
|
10.4
|
%
|
|
4.4
|
%
|
(2)
|
Gross book value represents the acquisition cost of real estate and any additional capital invested into the property by us. Consolidated Real Estate includes amounts recorded as net investment in leases (refer to Note 5) and financing receivables in loans and other lending investments (refer to Note 7). 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. SAFE includes its 54.8% pro rata share of its unconsolidated equity method investment.
|
|
March 31, 2020
|
|||||||||||||||||
|
Number of Loans
|
|
Gross Carrying Value
|
|
Allowance for Loan Losses
|
|
Carrying Value
|
|
% of Total
|
|
Allowance for Loan Losses as a % of Gross Carrying Value
|
|||||||
Performing loans
|
22
|
|
|
$
|
692,129
|
|
|
$
|
(11,563
|
)
|
|
$
|
680,566
|
|
|
97.7%
|
|
1.7%
|
Non-performing loans
|
1
|
|
|
37,517
|
|
|
(21,701
|
)
|
|
15,816
|
|
|
2.3%
|
|
57.8%
|
|||
Total
|
23
|
|
|
$
|
729,646
|
|
|
$
|
(33,264
|
)
|
|
$
|
696,382
|
|
|
100.0%
|
|
4.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
December 31, 2019
|
|||||||||||||||||
|
Number of Loans
|
|
Gross Carrying Value
|
|
Allowance for Loan Losses
|
|
Carrying Value
|
|
% of Total
|
|
Allowance 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%
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Senior mortgages
|
$
|
558,043
|
|
|
$
|
534,765
|
|
Corporate/Partnership loans
|
123,023
|
|
|
119,818
|
|
||
Subordinate mortgages
|
11,063
|
|
|
10,877
|
|
||
Total
|
$
|
692,129
|
|
|
$
|
665,460
|
|
|
|
|
|
||||
Weighted average LTV
|
60
|
%
|
|
61
|
%
|
||
Yield
|
8.2
|
%
|
|
8.8
|
%
|
Land and Development Portfolio Rollforward
|
||||||||||||||||
(in millions)
|
||||||||||||||||
|
|
Asbury Ocean Club and Asbury Park Waterfront
|
|
Magnolia
Green
|
|
All
Others
|
|
Total
Segment
|
||||||||
Beginning balance(1)
|
|
$
|
234.6
|
|
|
$
|
112.9
|
|
|
$
|
233.0
|
|
|
$
|
580.5
|
|
Asset sales(2)
|
|
(10.6
|
)
|
|
(5.4
|
)
|
|
(59.5
|
)
|
|
(75.5
|
)
|
||||
Capital expenditures
|
|
5.6
|
|
|
5.6
|
|
|
0.9
|
|
|
12.1
|
|
||||
Other
|
|
—
|
|
|
(0.6
|
)
|
|
(2.4
|
)
|
|
(3.0
|
)
|
||||
Ending balance(1)
|
|
$
|
229.6
|
|
|
$
|
112.5
|
|
|
$
|
172.0
|
|
|
$
|
514.1
|
|
(1)
|
As of March 31, 2020 and December 31, 2019, Total Segment excludes $36.7 million and $42.9 million, respectively, of equity method investments.
|
(2)
|
Represents gross book value of the assets sold, rather than proceeds received.
|
|
For the Three Months Ended March 31,
|
|
|
||||||||
|
2020
|
|
2019
|
|
$ Change
|
||||||
|
(in thousands)
|
||||||||||
Operating lease income
|
$
|
47,346
|
|
|
$
|
58,915
|
|
|
$
|
(11,569
|
)
|
Interest income
|
17,216
|
|
|
20,375
|
|
|
(3,159
|
)
|
|||
Interest income from sales-type leases
|
8,355
|
|
|
—
|
|
|
8,355
|
|
|||
Other income
|
20,368
|
|
|
14,813
|
|
|
5,555
|
|
|||
Land development revenue
|
80,176
|
|
|
12,699
|
|
|
67,477
|
|
|||
Total revenue
|
173,461
|
|
|
106,802
|
|
|
66,659
|
|
|||
Interest expense
|
43,392
|
|
|
46,577
|
|
|
(3,185
|
)
|
|||
Real estate expense
|
22,498
|
|
|
25,940
|
|
|
(3,442
|
)
|
|||
Land development cost of sales
|
77,059
|
|
|
14,449
|
|
|
62,610
|
|
|||
Depreciation and amortization
|
14,486
|
|
|
15,668
|
|
|
(1,182
|
)
|
|||
General and administrative
|
34,271
|
|
|
21,099
|
|
|
13,172
|
|
|||
Provision for (recovery of) loan losses
|
4,003
|
|
|
(97
|
)
|
|
4,100
|
|
|||
Provision for losses on net investment in leases
|
1,292
|
|
|
—
|
|
|
1,292
|
|
|||
Impairment of assets
|
1,708
|
|
|
3,851
|
|
|
(2,143
|
)
|
|||
Other expense
|
74
|
|
|
508
|
|
|
(434
|
)
|
|||
Total costs and expenses
|
198,783
|
|
|
127,995
|
|
|
70,788
|
|
|||
Income from sales of real estate
|
—
|
|
|
9,407
|
|
|
(9,407
|
)
|
|||
Loss on early extinguishment of debt, net
|
(4,115
|
)
|
|
(468
|
)
|
|
(3,647
|
)
|
|||
Earnings from equity method investments
|
16,612
|
|
|
5,309
|
|
|
11,303
|
|
|||
Income tax expense
|
(60
|
)
|
|
(25
|
)
|
|
(35
|
)
|
|||
Net loss
|
$
|
(12,885
|
)
|
|
$
|
(6,970
|
)
|
|
$
|
(5,915
|
)
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
|
2020
|
|
2019
|
|
Change
|
||||||
Net Lease(1)
|
|
$
|
41.5
|
|
|
$
|
49.5
|
|
|
$
|
(8.0
|
)
|
Operating Properties(2)
|
|
5.7
|
|
|
9.3
|
|
|
(3.6
|
)
|
|||
Land and Development
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Total
|
|
$
|
47.3
|
|
|
$
|
58.9
|
|
|
$
|
(11.6
|
)
|
(1)
|
Change primarily due to the reclassification of certain operating leases to sales-type leases in May 2019 (refer to Note 5) and asset sales, partially offset by new acquisitions.
|
(2)
|
Change primarily due to asset sales.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Operating lease income
|
|
$
|
40.3
|
|
|
$
|
39.7
|
|
Rent per square foot
|
|
$
|
10.81
|
|
|
$
|
10.53
|
|
Occupancy(1)
|
|
99.4
|
%
|
|
99.9
|
%
|
(1)
|
Occupancy as of March 31, 2020 and 2019.
|
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
|
2020
|
|
2019
|
|
Change
|
||||||
Operating Properties(1)
|
|
$
|
7.7
|
|
|
$
|
11.0
|
|
|
$
|
(3.3
|
)
|
Land and Development(2)
|
|
8.6
|
|
|
8.8
|
|
|
(0.2
|
)
|
|||
Net Lease(3)
|
|
6.2
|
|
|
6.1
|
|
|
0.1
|
|
|||
Total
|
|
$
|
22.5
|
|
|
$
|
25.9
|
|
|
$
|
(3.4
|
)
|
(1)
|
Change primarily due to asset sales, partially offset by an asset beginning operations during 2019.
|
(2)
|
Change primarily due to a decrease in legal and consulting costs.
|
(3)
|
Change primarily due to new acquisitions, partially offset by asset sales.
|
|
|
Three Months Ended March 31,
|
|
|
|||||||||
|
|
2020
|
|
2019
|
|
Change
|
|||||||
Payroll and related costs
|
|
$
|
8.3
|
|
|
$
|
8.5
|
|
|
$
|
(0.2
|
)
|
|
Performance based compensation(1)
|
|
21.0
|
|
5.0
|
|
7.4
|
|
|
13.6
|
|
|||
Public company costs
|
|
1.9
|
|
|
1.5
|
|
|
0.4
|
|
||||
Occupancy costs
|
|
1.1
|
|
|
1.1
|
|
|
—
|
|
||||
Other
|
|
2.0
|
|
|
2.6
|
|
|
(0.6
|
)
|
||||
Total
|
|
$
|
34.3
|
|
|
$
|
21.1
|
|
|
$
|
13.2
|
|
(1)
|
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.
|
|
For the Three Months Ended March 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
|
(in thousands)
|
||||||||||
Adjusted Earnings
|
|
|
|
|
|
||||||
Net income (loss) allocable to common shareholders
|
$
|
(21,450
|
)
|
|
$
|
(17,565
|
)
|
|
$
|
26,809
|
|
Add: Depreciation and amortization
|
15,056
|
|
|
15,437
|
|
|
16,767
|
|
|||
Add: Stock-based compensation expense
|
16,270
|
|
|
4,249
|
|
|
9,091
|
|
|||
Add: Non-cash portion of loss on early extinguishment of debt
|
799
|
|
|
468
|
|
|
372
|
|
|||
Adjusted earnings allocable to common shareholders
|
$
|
10,675
|
|
|
$
|
2,589
|
|
|
$
|
53,039
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Operating Properties
|
$
|
716
|
|
|
$
|
1,242
|
|
Net Lease
|
3,292
|
|
|
3,942
|
|
||
Total capital expenditures on real estate assets
|
$
|
4,008
|
|
|
$
|
5,184
|
|
|
|
|
|
||||
Land and Development
|
$
|
15,035
|
|
|
$
|
37,762
|
|
Total capital expenditures on land and development assets
|
$
|
15,035
|
|
|
$
|
37,762
|
|
|
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
|
$
|
2,012,500
|
|
|
$
|
—
|
|
|
$
|
687,500
|
|
|
$
|
775,000
|
|
|
$
|
550,000
|
|
|
$
|
—
|
|
Secured credit facilities
|
491,875
|
|
|
—
|
|
|
—
|
|
|
491,875
|
|
|
—
|
|
|
—
|
|
||||||
Revolving credit facility
|
300,000
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Mortgages
|
724,209
|
|
|
67,796
|
|
|
168,999
|
|
|
23,213
|
|
|
455,562
|
|
|
8,639
|
|
||||||
Trust preferred securities
|
100,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,000
|
|
||||||
Total principal maturities
|
3,628,584
|
|
|
67,796
|
|
|
1,156,499
|
|
|
1,290,088
|
|
|
1,005,562
|
|
|
108,639
|
|
||||||
Interest Payable(1)
|
670,250
|
|
|
150,591
|
|
|
268,213
|
|
|
168,966
|
|
|
64,927
|
|
|
17,553
|
|
||||||
Loan Participations Payable(2)
|
37,892
|
|
|
37,892
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Lease Obligations(3)
|
1,632,593
|
|
|
9,296
|
|
|
22,106
|
|
|
23,836
|
|
|
36,154
|
|
|
1,541,201
|
|
||||||
Total
|
$
|
5,969,319
|
|
|
$
|
265,575
|
|
|
$
|
1,446,818
|
|
|
$
|
1,482,890
|
|
|
$
|
1,106,643
|
|
|
$
|
1,667,393
|
|
(1)
|
Variable-rate debt assumes one-month LIBOR of 0.99% and three-month LIBOR of 1.45% that were in effect as of March 31, 2020. Interest payable does not include payments that may be required under our interest rate derivatives.
|
(2)
|
Refer to Note 10 to the consolidated financial statements.
|
(3)
|
We are obligated to pay ground rent under certain operating leases; however, our tenants at the properties pay this expense directly under the terms of various subleases and these amounts are excluded from lease obligations.
|
|
As of
|
||||||||||||||
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
|
Collateral Assets(1)
|
|
Non-Collateral Assets
|
||||||||
Real estate, net
|
$
|
1,392,658
|
|
|
$
|
108,431
|
|
|
$
|
1,409,585
|
|
|
$
|
117,634
|
|
Real estate available and held for sale
|
—
|
|
|
34,391
|
|
|
—
|
|
|
8,650
|
|
||||
Net investment in leases(2)
|
420,380
|
|
|
—
|
|
|
418,915
|
|
|
—
|
|
||||
Land and development, net
|
—
|
|
|
514,064
|
|
|
—
|
|
|
580,545
|
|
||||
Loans receivable and other lending investments, net(3)(4)
|
234,612
|
|
|
590,019
|
|
|
233,104
|
|
|
566,050
|
|
||||
Other investments
|
—
|
|
|
1,029,552
|
|
|
—
|
|
|
907,875
|
|
||||
Cash and other assets
|
—
|
|
|
882,674
|
|
|
—
|
|
|
814,044
|
|
||||
Total
|
$
|
2,047,650
|
|
|
$
|
3,159,131
|
|
|
$
|
2,061,604
|
|
|
$
|
2,994,798
|
|
(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 March 31, 2020, Collateral Assets includes $428.5 million carrying value of assets held by entities whose equity interests are pledged as collateral for the Revolving Credit Facility.
|
(2)
|
As of March 31, 2020, the amount presented excludes a general allowance for net investment of leases of $10.4 million.
|
(3)
|
As of March 31, 2020 and December 31, 2019, the amounts presented exclude general allowances for loan losses of $11.6 million and $6.9 million, respectively.
|
(4)
|
As of March 31, 2020 and December 31, 2019, the amounts presented exclude loan participations of $37.8 million and $35.6 million, respectively.
|
|
Loans and Other Lending Investments(1)
|
|
Real Estate(2)
|
|
Other
Investments
|
|
Total(3)
|
||||||||
Performance-Based Commitments
|
$
|
183,608
|
|
|
$
|
81,718
|
|
|
$
|
53,122
|
|
|
$
|
318,448
|
|
Strategic Investments
|
—
|
|
|
—
|
|
|
17,351
|
|
|
17,351
|
|
||||
Total
|
$
|
183,608
|
|
|
$
|
81,718
|
|
|
$
|
70,473
|
|
|
$
|
335,799
|
|
(1)
|
Excludes $12.1 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).
|
(3)
|
Subsequent to March 31, 2020, total unfunded commitments was reduced by approximately $51.4 million through fundings and loans with unfunded commitments being repaid.
|
Change in Interest Rates
|
|
Net Income(1)
|
||
-50 Basis Points
|
|
$
|
873
|
|
-10 Basis Points
|
|
145
|
|
|
Base Interest Rate
|
|
—
|
|
|
+10 Basis Points
|
|
(145
|
)
|
|
+50 Basis Points
|
|
(707
|
)
|
|
+100 Basis Points
|
|
(1,081
|
)
|
(1)
|
As of March 31, 2020, we have an overall net variable-rate asset position. In addition, as of March 31, 2020, $425.2 million of our floating rate loans have a weighted average interest rate floor of 1.5% and $37.9 million of our floating rate debt obligations have a weighted average interest rate floor of 1.5%.
|
•
|
a complete or partial closure of, or other operational issues at, one or more of our operating properties resulting from government or tenant action;
|
•
|
the reduced economic activity impacts our tenants' and borrowers' businesses, financial condition and liquidity and may cause one or more of our tenants or borrowers to be unable to meet their obligations to us in full, or at all;
|
•
|
as of March 31, 2020, the entertainment/leisure and hotel sectors represented approximately 19.8% and 5.3%, respectively, of the gross book value of our investments. These sectors have been particularly stressed by the COVID-19 pandemic. One of our entertainment sector net lease tenants, representing approximately 0.7% of the gross book value of our investments as of March 31, 2020 and 0.4% of our revenues for the quarter, declared bankruptcy in April, which may result in the loss of all or a part of the future rent under this lease. There can be no assurance that additional tenant or borrower bankruptcies will not occur in these and other sectors;
|
•
|
the decline in real estate transaction activity and constrained credit conditions may adversely affect our strategies of monetizing legacy assets and scaling SAFE's portfolio as its Manager;
|
•
|
our earnings could be negatively impacted by increased allowances against potential future losses;
|
•
|
deteriorations in our financial condition may cause us to be unable to satisfy financial covenants in our debt obligations. If we are unable to meet our covenants, our lenders may declare us to be in default and require us to repay outstanding borrowings;
|
•
|
potential negative impact on the health of our employees, particularly if a significant number of them are impacted;
|
•
|
difficulty accessing debt and equity capital on attractive terms, or at all, and any disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our or our tenants' and borrowers' access to capital necessary to fund business operations or address maturing liabilities on a timely basis and our tenants' or borrowers' ability to meet their obligations to us; and
|
•
|
a deterioration in our and our tenants' or borrowers' ability to operate in affected areas or delays in the supply of products or services to us and our tenants or borrowers from vendors that are needed for our and our tenants' and borrowers' efficient operations.
|
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of a Publicly Announced Plan
|
Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans(1)
|
||||||
January 1 to January 31
|
403,164
|
|
$
|
14.39
|
|
403,164
|
|
$
|
28,364,587
|
|
February 1 to February 29
|
46,900
|
|
$
|
15.93
|
|
46,900
|
|
$
|
27,618,162
|
|
March 1 to March 31
|
512,700
|
|
$
|
10.72
|
|
512,700
|
|
$
|
22,131,601
|
|
(1)
|
We may repurchase shares in negotiated transactions or open market transactions, including through one or more trading plans.
|
Exhibit
Number
|
Document Description
|
31.0
|
|
32.0
|
|
101*
|
The following financial information from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020 is formatted in Inline XBRL ("eXtensible Business Reporting Language"): (i) the Consolidated Balance Sheets (unaudited) as of March 31, 2020 and December 31, 2019, (ii) the Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2020 and 2019, (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended March 31, 2020 and 2019, (iv) the Consolidated Statements of Changes in Equity (unaudited) for the three months ended March 31, 2020 and 2019, (v) the Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2020 and 2019 and (vi) the Notes to the Consolidated Financial Statements (unaudited).
|
*
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.
|
|
|
iStar Inc.
Registrant
|
Date:
|
April 30, 2020
|
/s/ JAY SUGARMAN
|
|
|
Jay Sugarman
Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer)
|
|
|
|
|
|
iStar Inc.
Registrant
|
Date:
|
April 30, 2020
|
/s/ JEREMY FOX-GEEN
|
|
|
Jeremy Fox-Geen
Chief Financial Officer
(principal financial officer)
|
|
|
|
|
|
iStar Inc.
Registrant
|
Date:
|
April 30, 2020
|
/s/ GARETT ROSENBLUM
|
|
|
Garett Rosenblum
Chief Accounting Officer
(principal accounting officer)
|
Date:
|
April 30, 2020
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
April 30, 2020
|
By:
|
|
/s/ JEREMY FOX-GEEN
|
||
|
|
|
|
Name:
|
|
Jeremy Fox-Geen
|
|
|
|
|
Title:
|
|
Chief Financial Officer
(principal financial officer)
|
Date:
|
April 30, 2020
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
April 30, 2020
|
By:
|
|
/s/ JEREMY FOX-GEEN
|
||
|
|
|
|
Name:
|
|
Jeremy Fox-Geen
|
|
|
|
|
Title:
|
|
Chief Financial Officer
(principal financial officer)
|