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(Mark One)
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2018
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OR
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|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
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Maryland
(State or other jurisdiction of
incorporation or organization)
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30-0971238
(I.R.S. Employer
Identification Number)
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1114 Avenue of the Americas, 39
th
Floor
New York, NY
(Address of principal executive offices)
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10036
(Zip code)
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Title of each class:
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Name of Exchange on which registered:
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller reporting
company
ý
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Emerging growth company
ý
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1.
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Portions of the registrant's definitive proxy statement for the registrant's
2019
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.
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Page
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||
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||
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•
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Create a Ground Lease with a Third Party.
We seek to pursue opportunities where a third party acquiror or existing owner of a commercial property may be interested in utilizing a Ground Lease structure to facilitate its options with respect to its interests in the property. We will create the Ground Lease by splitting ownership of the property into an ownership interest and Ground Lease on the land, and a separate leasehold interest of the building and improvements thereon. We will acquire the ownership interest and Ground Lease on the land from the third party.
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•
|
Acquire Existing Ground Leases.
We seek to acquire existing Ground Leases that are marketed for sale and actively solicit potential sellers and related property brokers of existing Ground Leases to engage in off-market transactions. Our structure as an UPREIT gives us the ability to acquire Ground Leases from owners, particularly estates and high net worth individuals, using Operating Partnership units that may provide the seller with tax advantages, as well as liquidity, portfolio diversification and professional management.
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•
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Originate Ground Leases to Provide Capital For Development or Value-Add Redevelopment or Repositioning.
We seek opportunities where we can purchase land and simultaneously lease it pursuant to a new Ground Lease to a tenant who plans to develop a new, or significantly improve an existing, commercial property on the land.
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•
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Acquire a Commercial Real Estate Property to Create a Ground Lease.
We seek in select instances, in partnership with our Manager, to acquire commercial real estate properties that have the potential to be converted into an ownership structure that includes a Ground Lease retained by us and a leasehold interest that may be acquired by our Manager or sold to a third party.
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•
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Finance Third Party Ground Leases.
Combining our capital resources with our Manager's relationships and Ground Lease expertise, we seek opportunities to originate Ground Lease investments in conjunction with our Manager's origination of a leasehold financing with the same customer.
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•
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Underlying properties located in major metropolitan areas;
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•
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Average remaining initial lease terms of 30 to 99 years;
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•
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Periodic contractual rent escalators or percentage rent participations;
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•
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Value of approximately 30% to 45% of the Combined Property Value at the commencement of the lease or the acquisition date;
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•
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Ground Rent Coverage, defined as the ratio of the Underlying Property's NOI to the annualized base rental payment due us, of approximately 2.0x to 5.0x for the initial 12-month period of the lease. Underlying Property NOI is defined as the trailing twelve month net operating income of the commercial real estate being operated at the property without giving effect to any rent paid or payable under our Ground Lease;
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•
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First year cash return on asset of between 3.0% and 4.5%;
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•
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Underlying properties that we believe are well located in markets with high barriers to entry and that have durable cash flow; and
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•
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Transaction sizes ranging from $20 to $250 million.
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(1)
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Composed of the 2017 Plan.
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Property
Name
|
|
Location
|
|
Property
Type
|
|
Lease Expiration / As Extended
|
|
Rent Escalation Structure
|
Hollywood Blvd - North
|
|
Los Angeles, CA
|
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Multi-Family
|
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2104 / 2104
|
|
CPI-Linked
|
Hollywood Blvd - South
|
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Los Angeles, CA
|
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Multi-Family
|
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2104 / 2104
|
|
CPI-Linked
|
Onyx on First
|
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Washington, DC
|
|
Multi-Family
|
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2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
The Buckler Apartments
|
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Milwaukee, WI
|
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Multi-Family
|
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2112 / 2112
|
|
Fixed
|
Promenade Crossing
|
|
Orlando, FL
|
|
Multi-Family
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
Novel Music Row
|
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Nashville, TN
|
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Multi-Family
|
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2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
3333 LifeHope
|
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Atlanta, GA
|
|
Medical Office
|
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2116 / 2176
|
|
Fixed
|
Northside Forsyth Medical Center
|
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Atlanta, GA
|
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Medical Office
|
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2115 / 2175
|
|
Fixed with Future CPI Adjustments
|
1111 Pennsylvania Avenue
|
|
Washington, DC
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
One Ally Center
|
|
Detroit, MI
|
|
Office
|
|
2114 / 2174
|
|
Fixed with Future CPI Adjustments
|
NASA/JPSS Headquarters
|
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Washington, DC
|
|
Office
|
|
2075 / 2105
|
|
Fixed
|
Pershing Point
|
|
Atlanta, GA
|
|
Office
|
|
2117 / 2124
|
|
Fixed with Future CPI Adjustments
|
Regency Lakeview
|
|
Raleigh-Durham, NC
|
|
Office
|
|
2117 / 2122
|
|
Fixed with Future CPI Adjustments
|
Glenridge Point
|
|
Atlanta, GA
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
Balboa Executive Center
|
|
San Diego, CA
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
The Jefferson
|
|
Washington, DC
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
The Madison
|
|
Phoenix, AZ
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
Hyatt Centric
|
|
Washington, DC
|
|
Hotel
|
|
2035 / 2075
|
|
% Rent
|
Doubletree Seattle Airport
(1)(2)
|
|
Seattle, WA
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Hilton Salt Lake
(1)
|
|
Salt Lake City, UT
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Doubletree Mission Valley
(1)
|
|
San Diego, CA
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Doubletree Durango
(1)
|
|
Durango, CO
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Doubletree Sonoma
(1)
|
|
San Francisco, CA
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Dallas Market Center - Sheraton Suites
|
|
Dallas, TX
|
|
Hotel
|
|
2114 / 2114
|
|
Fixed
|
Dallas Market Center - Marriott Courtyard
|
|
Dallas, TX
|
|
Hotel
|
|
2026 / 2066
|
|
% Rent
|
Lock Up Self Storage Facility
|
|
Minneapolis, MN
|
|
Industrial
|
|
2037 / 2037
|
|
Fixed
|
Miami Airport I
|
|
Miami, FL
|
|
Industrial
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
Miami Airport II
|
|
Miami, FL
|
|
Industrial
|
|
2117 / 2117
|
|
Fixed with Future CPI Adjustments
|
Total / Weighted Average
|
|
|
|
|
|
69 / 80 yrs
|
|
|
(1)
|
Property is part of the Park Hotels Portfolio and is subject to a single master lease.
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(2)
|
A majority of the land underlying this property is owned by a third party and is ground leased to us through 2044 subject to changes in the CPI; however, our tenant at the property pays this cost directly to the third party.
|
|
For the Year Ended December 31,
2018
|
|
For the Year Ended December 31,
2017
|
|
|
For the Period from April 14, 2017 to December 31, 2017
|
|
For the Period from January 1, 2017 to April 13,
2017
|
|
|
|
|
|||||||||||
|
|
|
|
|
$ Change
|
|
% Change
|
||||||||||||||||
|
(in thousands)
|
|
|
||||||||||||||||||||
Revenues:
|
The Company
|
|
|
|
|
The Company
|
|
Predecessor
|
|
|
|
|
|||||||||||
Ground and other lease income
|
$
|
47,400
|
|
|
$
|
22,868
|
|
|
|
$
|
16,952
|
|
|
$
|
5,916
|
|
|
$
|
24,532
|
|
|
>100%
|
|
Other income
|
2,324
|
|
|
366
|
|
|
|
258
|
|
|
108
|
|
|
1,958
|
|
|
>100%
|
|
|||||
Total revenues
|
49,724
|
|
|
23,234
|
|
|
|
17,210
|
|
|
6,024
|
|
|
26,490
|
|
|
>100%
|
|
|||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
15,389
|
|
|
9,917
|
|
|
|
7,485
|
|
|
2,432
|
|
|
5,472
|
|
|
55
|
%
|
|||||
Real estate expense
|
1,600
|
|
|
1,471
|
|
|
|
1,261
|
|
|
210
|
|
|
129
|
|
|
9
|
%
|
|||||
Depreciation and amortization
|
9,142
|
|
|
7,307
|
|
|
|
6,406
|
|
|
901
|
|
|
1,835
|
|
|
25
|
%
|
|||||
General and administrative
|
10,662
|
|
|
6,237
|
|
|
|
5,094
|
|
|
1,143
|
|
|
4,425
|
|
|
71
|
%
|
|||||
Other expense
|
995
|
|
|
633
|
|
|
|
633
|
|
|
—
|
|
|
362
|
|
|
57
|
%
|
|||||
Total costs and expenses
|
37,788
|
|
|
25,565
|
|
|
|
20,879
|
|
|
4,686
|
|
|
12,223
|
|
|
48
|
%
|
|||||
Income (loss) from operations
|
11,936
|
|
|
(2,331
|
)
|
|
|
(3,669
|
)
|
|
1,338
|
|
|
14,267
|
|
|
>100%
|
|
|||||
Income from sales of real estate
|
—
|
|
|
508
|
|
|
|
—
|
|
|
508
|
|
|
(508
|
)
|
|
(100
|
)%
|
|||||
Net income (loss)
|
$
|
11,936
|
|
|
$
|
(1,823
|
)
|
|
|
$
|
(3,669
|
)
|
|
$
|
1,846
|
|
|
$
|
13,759
|
|
|
>100%
|
|
(1)
|
Operations prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor. In addition, as a result of our acquisition of the Initial Portfolio (refer to Note 1) from iStar, the periods subsequent to
April 14, 2017
are presented on a new basis of accounting pursuant to Accounting Standards Codification ("ASC") 805.
|
|
|
For the Year Ended December 31,
2018
|
|
For the Year Ended December 31,
2017
|
|
|
For the Period from April 14, 2017 to December 31, 2017
|
|
For the Period from January 1, 2017 to April 13,
2017
|
||||||||
|
|
|
|
|
|
||||||||||||
Non-cash expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Allocation from iStar
|
|
$
|
—
|
|
|
$
|
807
|
|
|
|
$
|
—
|
|
|
$
|
807
|
|
Stock-based compensation
(1)
|
|
873
|
|
|
1,012
|
|
|
|
766
|
|
|
246
|
|
||||
Management fees
(2)
|
|
3,643
|
|
|
1,988
|
|
|
|
1,988
|
|
|
—
|
|
||||
Expense reimbursements to the Manager
(2)
|
|
778
|
|
|
639
|
|
|
|
639
|
|
|
—
|
|
||||
Subtotal - non-cash expenses
|
|
5,294
|
|
|
4,446
|
|
|
|
3,393
|
|
|
1,053
|
|
||||
Cash expenses
|
|
|
|
|
|
|
|
|
|
||||||||
Public company and other costs
(3)
|
|
4,676
|
|
|
1,791
|
|
|
|
1,701
|
|
|
90
|
|
||||
Expense reimbursements to the Manager
(2)
|
|
692
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Subtotal - cash expenses
|
|
5,368
|
|
|
1,791
|
|
|
|
1,701
|
|
|
90
|
|
||||
Total general and administrative expenses
|
|
$
|
10,662
|
|
|
$
|
6,237
|
|
|
|
$
|
5,094
|
|
|
$
|
1,143
|
|
(1)
|
For the period from January 1, 2017 to April 13, 2017, stock-based compensation represents an allocation from iStar.
|
(2)
|
Waived through June 30, 2018.
|
(3)
|
In July 2018, our board of directors engaged our current auditor to re-audit our financial statements included in the 2017 Annual Report that were audited by our predecessor auditor so that in connection with future securities offerings, we would not have to obtain consents and comfort letters from more than one accounting firm. During the year ended December 31, 2018, we incurred $0.3 million in connection with the re-audit.
|
|
|
For the Year Ended December 31,
2018
|
|
For the Period from April 14, 2017 to December 31,
2017
|
|
For the Period from January 1, 2017 to April 13,
2017
(1)
|
||||||
|
|
|
|
|||||||||
|
|
(in thousands)
|
||||||||||
Funds from Operations
|
|
The Company
|
|
Predecessor
|
||||||||
Net income (loss) allocable to Safety, Income & Growth Inc. common shareholders
|
|
$
|
11,740
|
|
|
$
|
(3,669
|
)
|
|
$
|
1,846
|
|
Add: Depreciation and amortization
|
|
9,142
|
|
|
6,406
|
|
|
901
|
|
|||
Less: Income from sales of real estate
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
|||
FFO allocable to Safety, Income & Growth Inc. common shareholders
|
|
$
|
20,882
|
|
|
$
|
2,737
|
|
|
$
|
2,239
|
|
|
|
|
|
|
|
|
||||||
Adjusted Funds from Operations
|
|
|
|
|
|
|
||||||
FFO allocable to Safety, Income & Growth Inc. common shareholders
|
|
$
|
20,882
|
|
|
$
|
2,737
|
|
|
$
|
2,239
|
|
Straight-line rental income
|
|
(19,041
|
)
|
|
(4,097
|
)
|
|
(1,271
|
)
|
|||
Amortization of real estate-related intangibles, net
|
|
2,518
|
|
|
1,178
|
|
|
118
|
|
|||
Stock-based compensation
|
|
873
|
|
|
766
|
|
|
246
|
|
|||
Acquisition costs
|
|
—
|
|
|
381
|
|
|
—
|
|
|||
Non-cash management fees and expense reimbursements
|
|
4,421
|
|
|
2,627
|
|
|
—
|
|
|||
Non-cash interest expense
|
|
1,614
|
|
|
465
|
|
|
20
|
|
|||
Allocable share of noncontrolling interests' amortization of real estate-related intangibles and straight-line rental income
|
|
134
|
|
|
—
|
|
|
—
|
|
|||
AFFO allocable to Safety, Income & Growth Inc. common shareholders
|
|
$
|
11,401
|
|
|
$
|
4,057
|
|
|
$
|
1,352
|
|
(1)
|
Operations prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
|
|
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
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2018 Portfolio Financing
|
$
|
79,193
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,193
|
|
|
$
|
—
|
|
2017 Secured Financing
|
227,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
227,000
|
|
|
—
|
|
||||||
2017 Revolver
(2)
|
169,500
|
|
|
—
|
|
|
—
|
|
|
169,500
|
|
|
—
|
|
|
—
|
|
||||||
2017 Hollywood Mortgage
|
71,000
|
|
|
—
|
|
|
—
|
|
|
71,000
|
|
|
—
|
|
|
—
|
|
||||||
Total principal maturities
|
546,693
|
|
|
—
|
|
|
—
|
|
|
240,500
|
|
|
306,193
|
|
|
—
|
|
||||||
Interest Payable
(3)
|
140,348
|
|
|
21,245
|
|
|
42,748
|
|
|
30,134
|
|
|
46,221
|
|
|
—
|
|
||||||
Purchase Commitments
(4)
|
63,959
|
|
|
12,500
|
|
|
51,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
751,000
|
|
|
$
|
33,745
|
|
|
$
|
94,207
|
|
|
$
|
270,634
|
|
|
$
|
352,414
|
|
|
$
|
—
|
|
(1)
|
Assumes the extended maturity date for all debt obligations.
|
(2)
|
The 2017 Revolver was repaid in full on January 2, 2019 from the proceeds of the sale to iStar of Investor Units in our Operating Partnership (refer to Note 13).
|
(3)
|
Variable-rate debt assumes 1-month LIBOR of
2.50%
. Interest payable does not include interest that may be payable under our derivatives.
|
(4)
|
Refer to Note 7 of the consolidated and combined financial statements.
|
Change in Interest Rates
|
|
Net Income (Loss)
|
||
-100 Basis Points
|
|
$
|
785
|
|
-50 Basis Points
|
|
393
|
|
|
-10 Basis Points
|
|
79
|
|
|
Base Interest Rate
|
|
—
|
|
|
+10 Basis Points
|
|
(79
|
)
|
|
+ 50 Basis Points
|
|
(393
|
)
|
|
+100 Basis Points
|
|
(785
|
)
|
|
Page
|
Financial Statements:
|
|
Financial Statement Schedule:
|
|
|
As of December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Real estate
|
|
|
|
||||
Real estate, at cost
|
$
|
669,923
|
|
|
$
|
413,145
|
|
Less: accumulated depreciation
|
(10,257
|
)
|
|
(4,253
|
)
|
||
Total real estate, net
|
659,666
|
|
|
408,892
|
|
||
Real estate-related intangible assets, net (refer to Note 4)
|
262,531
|
|
|
138,725
|
|
||
Total real estate, net and real estate-related intangible assets, net
|
922,197
|
|
|
547,617
|
|
||
Cash and cash equivalents
|
16,418
|
|
|
168,214
|
|
||
Restricted cash
|
8,007
|
|
|
1,656
|
|
||
Deferred ground and other lease income receivable, net
|
23,138
|
|
|
4,097
|
|
||
Deferred expenses and other assets, net
|
9,983
|
|
|
6,929
|
|
||
Total assets
|
$
|
979,743
|
|
|
$
|
728,513
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
20,800
|
|
|
$
|
7,545
|
|
Real estate-related intangible liabilities, net (refer to Note 4)
|
57,620
|
|
|
57,959
|
|
||
Debt obligations, net
|
543,965
|
|
|
307,074
|
|
||
Total liabilities
|
622,385
|
|
|
372,578
|
|
||
Commitments and contingencies (refer to Note 7)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Safety, Income & Growth Inc. shareholders' equity:
|
|
|
|
||||
Common stock, $0.01 par value, 400,000 shares authorized, 18,276 and 18,190 shares issued and outstanding as of December 31, 2018 and 2017, respectively
|
183
|
|
|
182
|
|
||
Additional paid-in capital
|
370,530
|
|
|
364,919
|
|
||
Accumulated deficit
|
(8,486
|
)
|
|
(9,246
|
)
|
||
Accumulated other comprehensive income (loss)
|
(6,876
|
)
|
|
80
|
|
||
Total Safety, Income & Growth Inc. shareholders' equity
|
355,351
|
|
|
355,935
|
|
||
Noncontrolling interests
|
2,007
|
|
|
—
|
|
||
Total equity
|
357,358
|
|
|
355,935
|
|
||
Total liabilities and equity
|
$
|
979,743
|
|
|
$
|
728,513
|
|
|
For the Year Ended December 31, 2018
|
|
For the Period from April 14, 2017 to December 31, 2017
|
|
For the Period from January 1, 2017 to April 13,
2017
|
||||||
|
|
|
|||||||||
Revenues:
|
The Company
|
|
Predecessor
|
||||||||
Ground and other lease income
|
$
|
47,400
|
|
|
$
|
16,952
|
|
|
$
|
5,916
|
|
Other income
|
2,324
|
|
|
258
|
|
|
108
|
|
|||
Total revenues
|
49,724
|
|
|
17,210
|
|
|
6,024
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Interest expense
|
15,389
|
|
|
7,485
|
|
|
2,432
|
|
|||
Real estate expense
(2)
|
1,600
|
|
|
1,261
|
|
|
210
|
|
|||
Depreciation and amortization
|
9,142
|
|
|
6,406
|
|
|
901
|
|
|||
General and administrative
|
10,662
|
|
|
5,094
|
|
|
1,143
|
|
|||
Other expense
|
995
|
|
|
633
|
|
|
—
|
|
|||
Total costs and expenses
|
37,788
|
|
|
20,879
|
|
|
4,686
|
|
|||
Income (loss) from operations
|
11,936
|
|
|
(3,669
|
)
|
|
1,338
|
|
|||
Income from sales of real estate
|
—
|
|
|
—
|
|
|
508
|
|
|||
Net income (loss)
|
11,936
|
|
|
(3,669
|
)
|
|
1,846
|
|
|||
Net income attributable to noncontrolling interests
|
(196
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to Safety, Income & Growth Inc.
|
$
|
11,740
|
|
|
$
|
(3,669
|
)
|
|
$
|
1,846
|
|
|
|
|
|
|
|
||||||
Per common share data:
|
|
|
|
|
|
||||||
Net income (loss) attributable to Safety, Income & Growth Inc.
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
0.64
|
|
|
$
|
(0.25
|
)
|
|
N/A
|
|
|
Weighted average number of common shares:
|
|
|
|
|
|
||||||
Basic and diluted
|
18,218
|
|
|
14,648
|
|
|
N/A
|
|
(2)
|
For the period from April 14, 2017 to December 31, 2017 and the period from January 1, 2017 to April 13, 2017, real estate expense includes reimbursable property taxes of
$0.2 million
and
$0.2 million
, respectively, at one of the Company's properties. For the year ended December 31, 2018 and the period from April 14, 2017 to December 31, 2017, real estate expense includes non-cash rent expense of
$1.0 million
and
$0.7 million
, respectively, related to the amortization of a below market lease asset at one of the Company's hotel properties.
|
|
For the Year Ended December 31, 2018
|
|
For the Period from April 14, 2017 to December 31, 2017
|
|
For the Period from January 1, 2017 to April 13,
2017
|
|||||||
|
|
|
||||||||||
|
The Company
|
|
Predecessor
|
|||||||||
Net income (loss)
|
$
|
11,936
|
|
|
$
|
(3,669
|
)
|
|
$
|
1,846
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|||||||
Cumulative-effect adjustment for cash flow hedges (refer to Note 3)
|
41
|
|
|
—
|
|
—
|
|
—
|
|
|||
Reclassification of (gains) losses on derivatives into earnings
|
(252
|
)
|
|
110
|
|
|
—
|
|
||||
Unrealized gains/(losses) on derivatives
|
(6,745
|
)
|
|
(30
|
)
|
|
415
|
|
||||
Other comprehensive income (loss)
|
(6,956
|
)
|
|
80
|
|
|
415
|
|
||||
Comprehensive income (loss)
|
4,980
|
|
|
(3,589
|
)
|
|
2,261
|
|
||||
Comprehensive (income) attributable to noncontrolling interests
|
(196
|
)
|
|
—
|
|
|
—
|
|
||||
Comprehensive income (loss) attributable to Safety, Income & Growth Inc.
|
$
|
4,784
|
|
|
$
|
(3,589
|
)
|
|
$
|
2,261
|
|
(1)
|
The combined statements of comprehensive income prior to April 14, 2017 represent the activity of Safety, Income & Growth Inc. Predecessor.
|
|
|
Safety, Income & Growth Inc. Predecessor Equity
|
|
Common
Stock at
Par
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings /
Accumulated
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling Interests
|
|
Total
Equity
|
||||||||||||||
Predecessor
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of December 31, 2016
|
|
$
|
154,091
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
154,091
|
|
Net income
|
|
1,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,846
|
|
|||||||
Unrealized gain on cash flow hedge
|
|
415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
415
|
|
|||||||
Net transactions with iStar Inc.
|
|
(220,813
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220,813
|
)
|
|||||||
Balance as of April 13, 2017
|
|
$
|
(64,461
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(64,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
The Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,669
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,669
|
)
|
Proceeds from issuance of common stock to initial investors
|
|
—
|
|
|
57
|
|
|
112,943
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,000
|
|
|||||||
Proceeds from issuance of common stock in initial public offering
|
|
—
|
|
|
125
|
|
|
249,875
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|||||||
Contributions from iStar Inc.
|
|
—
|
|
|
—
|
|
|
21,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,567
|
|
|||||||
Offering costs
|
|
—
|
|
|
—
|
|
|
(20,232
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,232
|
)
|
|||||||
Issuance of common stock to directors
|
|
—
|
|
|
—
|
|
|
766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
766
|
|
|||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,577
|
)
|
|
—
|
|
|
—
|
|
|
(5,577
|
)
|
|||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|||||||
Balance as of December 31, 2017
|
|
$
|
—
|
|
|
$
|
182
|
|
|
$
|
364,919
|
|
|
$
|
(9,246
|
)
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
355,935
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,740
|
|
|
—
|
|
|
196
|
|
|
11,936
|
|
|||||||
Contributions from iStar Inc.
|
|
—
|
|
|
—
|
|
|
2,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,581
|
|
|||||||
Offering costs
|
|
—
|
|
|
—
|
|
|
1,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,347
|
|
|||||||
Issuance of common stock to iStar Inc. (refer to Note 11)
|
|
—
|
|
|
1
|
|
|
918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
919
|
|
|||||||
Issuance of common stock to directors/amortization
|
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|
873
|
|
|||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,939
|
)
|
|
—
|
|
|
—
|
|
|
(10,939
|
)
|
|||||||
Cumulative-effect adjustment for cash flow hedges (refer to Note 3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
41
|
|
|
—
|
|
|
—
|
|
|||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,997
|
)
|
|
—
|
|
|
(6,997
|
)
|
|||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,750
|
|
|
1,750
|
|
|||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|||||||
Balance as of December 31, 2018
|
|
$
|
—
|
|
|
$
|
183
|
|
|
$
|
370,530
|
|
|
$
|
(8,486
|
)
|
|
$
|
(6,876
|
)
|
|
$
|
2,007
|
|
|
$
|
357,358
|
|
|
For the Year Ended
December 31,
2018
|
|
For the Period from April 14, 2017 to December 31, 2017
|
|
For the Period from January 1, 2017 to April 13, 2017
|
||||||
|
|
|
|||||||||
|
The Company
|
|
Predecessor
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
11,936
|
|
|
$
|
(3,669
|
)
|
|
$
|
1,846
|
|
Adjustments to reconcile net income (loss) to cash flows from
operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
9,142
|
|
|
6,406
|
|
|
901
|
|
|||
Non-cash stock-based compensation expense
|
873
|
|
|
766
|
|
|
—
|
|
|||
Deferred ground and other lease income
|
(19,041
|
)
|
|
(4,097
|
)
|
|
(1,271
|
)
|
|||
Income from sales of real estate
|
—
|
|
|
—
|
|
|
(508
|
)
|
|||
Amortization of real estate-related intangibles, net
|
2,518
|
|
|
1,178
|
|
|
118
|
|
|||
Amortization of premium, discount and deferred financing costs on debt obligations, net
|
1,612
|
|
|
465
|
|
|
—
|
|
|||
Management fees and non-cash expense reimbursements to
the Manager
|
4,421
|
|
|
2,627
|
|
|
—
|
|
|||
Other operating activities
|
11
|
|
|
15
|
|
|
24
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Changes in ground and other lease income receivable, net
|
—
|
|
|
1,394
|
|
|
2,088
|
|
|||
Changes in deferred expenses and other assets, net
|
(1,163
|
)
|
|
151
|
|
|
(576
|
)
|
|||
Changes in accounts payable, accrued expenses and other liabilities
|
3,219
|
|
|
852
|
|
|
(13
|
)
|
|||
Cash flows provided by operating activities
|
13,528
|
|
|
6,088
|
|
|
2,609
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|||||
Acquisitions of real estate
|
(385,897
|
)
|
|
(270,734
|
)
|
|
—
|
|
|||
Proceeds from sales of real estate
|
—
|
|
|
—
|
|
|
508
|
|
|||
Other investing activities
|
1,392
|
|
|
(2,443
|
)
|
|
(1,042
|
)
|
|||
Cash flows used in investing activities
|
(384,505
|
)
|
|
(273,177
|
)
|
|
(534
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|||||
Net transactions with iStar Inc.
|
—
|
|
|
—
|
|
|
(220,813
|
)
|
|||
Distributions to noncontrolling interest
|
(47
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions from noncontrolling interest
|
1,750
|
|
|
—
|
|
|
—
|
|
|||
Contribution from iStar Inc.
|
—
|
|
|
14,350
|
|
|
—
|
|
|||
Proceeds from issuance of common stock
|
—
|
|
|
363,000
|
|
|
—
|
|
|||
Proceeds from debt obligations
|
312,353
|
|
|
176,000
|
|
|
227,000
|
|
|||
Repayments of debt obligations
|
(74,500
|
)
|
|
(95,000
|
)
|
|
—
|
|
|||
Payments for deferred financing costs
|
(2,289
|
)
|
|
(4,170
|
)
|
|
(7,217
|
)
|
|||
Payment of offering costs
|
(808
|
)
|
|
(14,372
|
)
|
|
(779
|
)
|
|||
Dividends paid to common shareholders
|
(10,927
|
)
|
|
(2,849
|
)
|
|
—
|
|
|||
Cash flows provided by (used in) financing activities
|
225,532
|
|
|
436,959
|
|
|
(1,809
|
)
|
|||
Changes in cash, cash equivalents and restricted cash
|
(145,445
|
)
|
|
169,870
|
|
|
266
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
169,870
|
|
|
—
|
|
|
—
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
24,425
|
|
|
$
|
169,870
|
|
|
$
|
266
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
12,817
|
|
|
$
|
6,528
|
|
|
$
|
168
|
|
Supplemental disclosure of non-cash investing and financing activity:
|
|
|
|||||||||
Assumption of debt obligations
|
$
|
—
|
|
|
$
|
227,415
|
|
|
$
|
—
|
|
Contribution from iStar Inc.
|
2,581
|
|
|
7,217
|
|
|
—
|
|
|||
Dividends declared to common shareholders
|
2,741
|
|
|
2,728
|
|
|
—
|
|
|||
Accrued offering costs
|
(709
|
)
|
|
1,347
|
|
|
—
|
|
|||
Accrued finance costs
|
217
|
|
|
128
|
|
|
21
|
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
|
$
|
16,418
|
|
|
$
|
168,214
|
|
Restricted cash
(1)
|
|
8,007
|
|
|
1,656
|
|
||
Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows
|
|
$
|
24,425
|
|
|
$
|
169,870
|
|
(1)
|
Restricted cash includes cash balances held as collateral under certain of the Company's derivative transactions.
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Land and land improvements, at cost
|
$
|
477,527
|
|
|
$
|
220,749
|
|
Buildings and improvements, at cost
|
192,396
|
|
|
192,396
|
|
||
Less: accumulated depreciation
|
(10,257
|
)
|
|
(4,253
|
)
|
||
Total real estate, net
|
$
|
659,666
|
|
|
$
|
408,892
|
|
Real estate-related intangible assets, net
|
262,531
|
|
|
138,725
|
|
||
Total real estate, net and real estate-related intangible assets, net
|
$
|
922,197
|
|
|
$
|
547,617
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Above-market lease assets, net
(1)
|
$
|
190,209
|
|
|
$
|
77,197
|
|
In-place lease assets, net
(2)
|
46,783
|
|
|
35,744
|
|
||
Below-market lease asset, net
(3)
|
24,796
|
|
|
25,784
|
|
||
Other intangible assets, net
|
743
|
|
|
—
|
|
||
Real estate-related intangible assets, net
|
$
|
262,531
|
|
|
$
|
138,725
|
|
(1)
|
Above-market lease assets are recognized during business combinations and asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Accumulated amortization on above-market lease assets was
$3.0 million
and
$0.9 million
as of
December 31, 2018
and
2017
, respectively. The amortization of above-market lease assets decreased "Ground and other lease income" in the Company's consolidated statements of operations by
$2.1 million
and
$0.9 million
, respectively, for the year ended
December 31, 2018
and the period from April 14, 2017 to December 31, 2017. Above-market lease assets are amortized over the non-cancelable term of the leases.
|
(2)
|
In-place lease assets are recognized during business combinations and asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. Accumulated amortization on in-place lease assets was
$5.3 million
and
$2.2 million
as of
December 31, 2018
and 2017, respectively. The amortization expense for in-place leases was
$3.1 million
and
$2.2 million
, respectively, for the year ended December 31, 2018 and the period from April 14, 2017 to December 31, 2017. These amounts are included in "Depreciation and amortization" in the Company's consolidated statements of operations. In-place lease assets are amortized over the non-cancelable term of the leases.
|
(3)
|
Below-market lease asset, net resulted from the acquisition of the Initial Portfolio and relates to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the third-party owner of the property
$0.4 million
, subject to adjustment for changes in the CPI, per year through 2044; however, the Company's tenant pays this expense directly under the terms of a master lease. Accumulated amortization on the below-market lease asset was
$1.7 million
and
$0.7 million
as of
December 31, 2018
and
2017
, respectively. The amortization expense for the Company's below-market lease asset was
$1.0 million
and
$0.7 million
, respectively, for the year ended December 31, 2018 and the period from April 14, 2017 to December 31, 2017. These amounts are included in "Real estate expense" in the Company's consolidated statements of operations. The below-market lease asset is amortized over the non-cancelable term of the lease.
|
Year
|
|
Amount
|
|
2019
|
|
7,312
|
|
2020
|
|
7,312
|
|
2021
|
|
7,312
|
|
2022
|
|
7,312
|
|
2023
|
|
7,312
|
|
(1)
|
As of
December 31, 2018
, the weighted average amortization period for the Company's real estate-related intangible assets was approximately
77
years.
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Below-market lease liabilities, net
(1)
|
$
|
57,620
|
|
|
$
|
57,959
|
|
Real estate-related intangible liabilities, net
|
$
|
57,620
|
|
|
$
|
57,959
|
|
(1)
|
Below-market lease liabilities are recognized during business combinations and asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. Accumulated amortization on below-market lease liabilities was
$1.0 million
and
$0.4 million
as of
December 31, 2018
and 2017, respectively. The amortization of below-market lease liabilities increased "Ground and other lease income" in the Company's consolidated statements of operations by
$0.6 million
and
$0.4 million
, respectively, for the year ended December 31, 2018 and the period from April 14, 2017 to December 31, 2017.
|
|
|
Initial Portfolio
|
|
6200 Hollywood Blvd.
|
|
6201 Hollywood Blvd.
|
|
Total
|
||||||||
Assets
|
|
|
|
|
||||||||||||
Land and land improvements, at cost
|
|
$
|
73,472
|
|
|
$
|
68,140
|
|
|
$
|
72,836
|
|
|
$
|
214,448
|
|
Buildings and improvements, at cost
|
|
192,396
|
|
|
—
|
|
|
—
|
|
|
192,396
|
|
||||
Real estate
|
|
265,868
|
|
|
68,140
|
|
|
72,836
|
|
|
406,844
|
|
||||
Real estate-related intangible assets
|
|
124,017
|
|
|
5,500
|
|
|
3,258
|
|
|
132,775
|
|
||||
Other assets
|
|
1,174
|
|
|
—
|
|
|
—
|
|
|
1,174
|
|
||||
Total assets
|
|
$
|
391,059
|
|
|
$
|
73,640
|
|
|
$
|
76,094
|
|
|
$
|
540,793
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
||||||||||||
Real estate-related intangible liabilities
|
|
$
|
50,644
|
|
|
$
|
—
|
|
|
$
|
7,734
|
|
|
$
|
58,378
|
|
Debt obligations
|
|
227,415
|
|
|
—
|
|
|
—
|
|
|
227,415
|
|
||||
Total liabilities
|
|
278,059
|
|
|
—
|
|
|
7,734
|
|
|
285,793
|
|
||||
Equity Purchase Price
(1)
|
|
$
|
113,000
|
|
|
$
|
73,640
|
|
|
$
|
68,360
|
|
|
$
|
255,000
|
|
(1)
|
The Company paid
$340.0 million
in total consideration to iStar for the Initial Portfolio, including the assumption of the 2017 Secured Financing.
|
Pro forma revenues
|
$
|
25,828
|
|
Pro forma net income (loss)
(1)
|
(803
|
)
|
(1)
|
The combined statements of operations prior to April 14, 2017 represented the activity of the Predecessor and EPS was not applicable. The acquisition of the Initial Portfolio is included in EPS for the period from April 14, 2017 to December 31, 2017.
|
Year
|
|
Leases with CPI Based Escalations
|
|
Leases with Fixed Escalations
|
|
Leases with Revenue Participation
|
|
Total
|
||||||||
2019
|
|
$
|
5,111
|
|
|
$
|
19,067
|
|
|
$
|
10,082
|
|
|
$
|
34,260
|
|
2020
|
|
5,111
|
|
|
19,393
|
|
|
10,082
|
|
|
34,586
|
|
||||
2021
|
|
5,111
|
|
|
19,732
|
|
|
10,082
|
|
|
34,925
|
|
||||
2022
|
|
5,111
|
|
|
20,069
|
|
|
10,082
|
|
|
35,262
|
|
||||
2023
|
|
5,111
|
|
|
20,546
|
|
|
10,082
|
|
|
35,739
|
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Interest rate hedge assets
|
$
|
2,991
|
|
|
$
|
1,042
|
|
Other assets
|
2,416
|
|
|
450
|
|
||
Deferred finance costs, net
(1)
|
2,295
|
|
|
2,490
|
|
||
Purchase deposits
|
1,800
|
|
|
2,855
|
|
||
Leasing costs, net
|
481
|
|
|
92
|
|
||
Deferred expenses and other assets, net
|
$
|
9,983
|
|
|
$
|
6,929
|
|
(1)
|
Accumulated amortization of deferred finance costs was
$1.7 million
and
$0.5 million
as of
December 31, 2018
and 2017, respectively.
|
|
As of
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Interest rate hedge liabilities
|
$
|
10,092
|
|
|
$
|
904
|
|
Accrued expenses
(1)
|
3,596
|
|
|
1,285
|
|
||
Dividends declared and payable
|
2,741
|
|
|
2,728
|
|
||
Other liabilities
(2)
|
1,788
|
|
|
621
|
|
||
Interest payable
|
1,663
|
|
|
660
|
|
||
Management fee payable
|
920
|
|
|
—
|
|
||
Accounts payable
(3)
|
—
|
|
|
1,347
|
|
||
Accounts payable, accrued expenses and other liabilities
|
$
|
20,800
|
|
|
$
|
7,545
|
|
(1)
|
As of
December 31, 2018
and 2017, accrued expenses primarily includes accrued legal expenses, accrued audit expenses and deferred finance costs.
|
(2)
|
As of
December 31, 2018
and 2017, other liabilities includes
$0.4 million
and
$0.1 million
, respectively, due to the Manager for allocated payroll costs and costs it paid on the Company's behalf.
|
(3)
|
As of December 31, 2017, accounts payable includes accrued offering costs.
|
|
As of
|
|
Stated
Interest Rate |
|
Scheduled
Maturity Date (1) |
||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|
||||||
Secured credit financing:
|
|
|
|
|
|
|
|
||||
2018 Portfolio Financing
|
$
|
79,193
|
|
|
$
|
—
|
|
|
3.94%
|
(2)
|
December 2028
|
2017 Secured Financing
|
227,000
|
|
|
227,000
|
|
|
3.795%
|
|
April 2027
|
||
2017 Hollywood Mortgage
|
71,000
|
|
|
71,000
|
|
|
One-Month LIBOR plus 1.33%
|
(3)
|
January 2023
|
||
2017 Revolver
|
169,500
|
|
|
10,000
|
|
|
One-Month LIBOR plus 1.35%
|
|
June 2022
|
||
Total secured credit financing
|
546,693
|
|
|
308,000
|
|
|
|
|
|
||
Total debt obligations
|
546,693
|
|
|
308,000
|
|
|
|
|
|
||
Debt premium, discount and deferred financing costs, net
|
(2,728
|
)
|
|
(926
|
)
|
|
|
|
|
||
Total debt obligations, net
|
$
|
543,965
|
|
|
$
|
307,074
|
|
|
|
|
|
(1)
|
Represents the extended maturity date for all debt obligations.
|
(2)
|
The initial rate is
3.94%
and increases by
2.0%
every 12 months.
|
(3)
|
As of December 31, 2018, inclusive of the effect of an interest rate swap the effective interest rate is
3.04%
.
|
|
2018 Portfolio
Financing
|
|
2017 Secured Financing
|
|
2017 Hollywood Mortgage
|
|
2017
Revolver
(1)
|
|
Total
|
||||||||||
2019
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2021
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2022
|
—
|
|
|
—
|
|
|
—
|
|
|
169,500
|
|
|
169,500
|
|
|||||
2023
|
—
|
|
|
—
|
|
|
71,000
|
|
|
—
|
|
|
71,000
|
|
|||||
Thereafter
|
79,193
|
|
|
227,000
|
|
|
—
|
|
|
—
|
|
|
306,193
|
|
|||||
Total principal maturities
|
79,193
|
|
|
227,000
|
|
|
71,000
|
|
|
169,500
|
|
|
546,693
|
|
|||||
Debt premium, discount and deferred financing costs, net
|
|
|
|
|
|
|
|
|
|
|
|
(2,728
|
)
|
||||||
Total debt obligations, net
|
|
|
|
|
|
|
|
|
|
|
|
$
|
543,965
|
|
(1)
|
The 2017 Revolver was repaid in full on January 2, 2019 from the proceeds of the sale to iStar of Investor Units in the Company's Operating Partnership (refer to Note 13).
|
|
|
December 31, 2018
|
|
December 31, 2017
|
|
|
||||
Derivative Type
|
|
Fair
Value
(2)
|
|
Balance Sheet
Location
|
||||||
Assets
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
2,987
|
|
|
$
|
1,024
|
|
|
Deferred expenses and other assets, net
|
Interest rate cap
(3)
|
|
4
|
|
|
18
|
|
|
Deferred expenses and other assets, net
|
||
|
|
$
|
2,991
|
|
|
$
|
1,042
|
|
|
|
Liabilities
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
10,092
|
|
|
$
|
904
|
|
|
Accounts payable, accrued expenses and other liabilities
|
|
|
$
|
10,092
|
|
|
$
|
904
|
|
|
|
(1)
|
For the year ended
December 31, 2018
, the Company recorded
$6.7 million
of unrealized losses in accumulated other comprehensive income (loss).
|
(2)
|
The fair value of the Company's derivatives are based upon widely accepted valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy. Over the next
12
months, the Company expects that
$0.3 million
related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as a reduction to interest expense.
|
(3)
|
This derivative is not designated in a hedging relationship.
|
Derivatives Designated in Hedging Relationships
|
|
Location of Gain (Loss)
Recognized in Income
|
|
Amount of Gain (Loss) Recognized in Accumulated Other Comprehensive Income
|
|
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(6,745
|
)
|
|
$
|
252
|
|
|
|
Location of Gain or
(Loss) Recognized in
Income
|
|
Amount of Gain or (Loss) Recognized in Income
|
||
Derivatives not Designated in Hedging Relationships
|
|
|||||
Interest rate cap
|
|
Interest expense
|
|
$
|
(13
|
)
|
Event
|
|
Date
|
|
Owner
|
|
# of shares
|
|
Price paid Per Share
|
|||
Initial capitalization
|
|
April 14, 2017
|
|
Third parties
|
|
2,875,000
|
|
|
$
|
20.00
|
|
Initial capitalization
|
|
April 14, 2017
|
|
iStar
|
|
2,775,000
|
|
|
20.00
|
|
|
Initial public offering
|
|
June 27, 2017
|
|
Third parties
|
|
10,250,000
|
|
|
20.00
|
|
|
Concurrent iStar placement
|
|
June 27, 2017
|
|
iStar
|
|
2,250,000
|
|
|
20.00
|
|
|
Issuance of shares to directors
|
|
June 27, 2017
|
|
Directors
|
|
40,000
|
|
|
—
|
|
|
Issuance of shares to directors
|
|
June 28, 2018
|
|
Directors
|
|
40,000
|
|
|
—
|
|
|
Issuance of shares to iStar for payment of management fee
|
|
October 30, 2018
|
|
iStar
|
|
45,941
|
|
|
—
|
|
|
Shares outstanding as of December 31, 2018
|
|
|
|
|
|
18,275,941
|
|
|
|
|
|
For the Year
Ended
December 31,
2018
|
|
For the Period from April 14, 2017 to
December 31, 2017 |
||||
Net income (loss)
|
|
$
|
11,936
|
|
|
$
|
(3,669
|
)
|
Net (income) attributable to noncontrolling interests
|
|
(196
|
)
|
|
—
|
|
||
Net income (loss) attributable to Safety, Income & Growth Inc.
|
|
$
|
11,740
|
|
|
$
|
(3,669
|
)
|
(1)
|
The combined statements of operations prior to April 14, 2017 represented the activity of the Predecessor and EPS was not applicable.
|
|
|
For the Year
Ended
December 31,
2018
|
|
For the Period from April 14, 2017 to
December 31, 2017 |
||||
Earnings allocable to common shares:
|
|
|
|
|
||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
||||
Net income (loss) attributable to Safety, Income & Growth Inc.
|
|
$
|
11,740
|
|
|
$
|
(3,669
|
)
|
|
|
|
|
|
||||
Denominator for basic and diluted earnings per share:
|
|
|
|
|
||||
Weighted average common shares outstanding for basic and diluted earnings per common share
|
|
18,218
|
|
|
14,648
|
|
||
|
|
|
|
|
||||
Basic and diluted earnings per common share:
|
|
|
|
|
||||
Net income (loss) attributable to Safety, Income & Growth Inc.
|
|
$
|
0.64
|
|
|
$
|
(0.25
|
)
|
(1)
|
The combined statements of operations prior to April 14, 2017 represented the activity of the Predecessor and EPS was not applicable.
|
Manager
|
SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc.
|
Management Fee
(1)
|
Annual fee of 1.0% of total equity (up to $2.5 billion)
Annual fee of 0.75% of total equity (> $2.5 billion) |
Management Fee Consideration
(1)
|
Payment will be made exclusively in the Company's common stock (valued at the greater of: (i) the volume weighted average market price during the quarter for which the fee is being paid; or (ii) the initial public offering price of $20.00 per share)
|
Lock-up
|
Restriction from selling common stock received for management fees for two years from the date of such issuance (restriction will terminate in the event of and effective with the termination of the management agreement)
|
Management Fee Waiver
|
No management fee was paid to the Manager during the first year (through June 30, 2018)
|
Incentive Fee
|
None
|
Term
(1)
|
1 year
|
Renewal Provision
|
Automatically renewed for additional one-year terms unless previously terminated by majority of independent directors or otherwise, as provided in the agreement
|
Termination Fee
(1)
|
None
|
(1)
|
The management agreement was amended in January 2019 in conjunction with an equity investment from iStar. Refer to Note 13 for a summary of the revised terms of the management agreement.
|
|
|
For the Quarters Ended
|
|
|
||||||||||||||||
|
|
December 31,
|
|
September 30,
|
|
June 30,
|
|
March 31,
|
|
|
||||||||||
|
|
The Company
|
|
|
||||||||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
14,813
|
|
|
$
|
11,644
|
|
|
$
|
11,574
|
|
|
$
|
11,693
|
|
|
|
||
Net income
|
|
4,362
|
|
|
2,069
|
|
|
1,762
|
|
|
3,743
|
|
|
|
||||||
Net income attributable to Safety, Income & Growth Inc.
|
|
4,308
|
|
|
2,009
|
|
|
1,703
|
|
|
3,720
|
|
|
|
||||||
Earnings per common share data:
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Safety, Income & Growth Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
$
|
4,308
|
|
|
$
|
2,009
|
|
|
$
|
1,703
|
|
|
$
|
3,720
|
|
|
|
||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
$
|
0.24
|
|
|
$
|
0.11
|
|
|
$
|
0.09
|
|
|
$
|
0.20
|
|
|
|
||
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
18,261
|
|
|
18,230
|
|
|
18,191
|
|
|
18,190
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
For the Quarter Ended December 31,
|
|
For the Quarter Ended September 30,
|
|
For the Period from April 14 to June 30,
|
|
For the Period from April 1 to April 13,
|
|
For the Quarter Ended March 31,
|
||||||||||
|
|
The Company
|
|
Predecessor
|
||||||||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
6,750
|
|
|
$
|
6,256
|
|
|
$
|
4,204
|
|
|
$
|
691
|
|
|
$
|
5,333
|
|
Net income (loss)
|
|
(1,344
|
)
|
|
(721
|
)
|
|
(1,604
|
)
|
|
54
|
|
|
1,792
|
|
|||||
Net income (loss) attributable to Safety, Income & Growth Inc.
|
|
(1,344
|
)
|
|
(721
|
)
|
|
(1,604
|
)
|
|
54
|
|
|
1,792
|
|
|||||
Earnings per common share data:
(1)
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) attributable to Safety, Income & Growth Inc.
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
(1,344
|
)
|
|
(721
|
)
|
|
(1,604
|
)
|
|
54
|
|
|
1,792
|
|
|||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.25
|
)
|
|
N/A
|
|
|
N/A
|
|
||
Weighted average number of common shares
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
18,190
|
|
|
18,190
|
|
|
6,293
|
|
|
N/A
|
|
|
N/A
|
|
Management Fee
|
|
Annual fee of 1.0% of total equity (up to $1.5 billion)
Annual fee of 1.25% of total equity (for incremental equity of $1.5 billion to $3.0 billion)
Annual fee of 1.375% of total equity (for incremental equity of $3.0 billion to $5.0 billion) and
Annual fee of 1.5% of total equity (for incremental equity over $5.0 billion)
|
Management Fee Consideration
|
|
At the discretion of the Company's independent directors, payment will be made in cash or in shares of the Company's common stock (valued at the greater of: (i) the volume weighted average market price during the quarter for which the fee is being paid; or (ii) the initial public offering price of $20.00 per share)
|
Term
|
|
Initial term from January 1, 2019 - June 30, 2022; non-terminable except for cause.
Automatic annual renewals thereafter, subject to non-renewal upon certain findings by the Company's independent directors and payment of termination fee.
|
Termination Fee
|
|
3x prior year's management fee, subject to the Company having raised $820 million of total equity since inception
|
|
|
|
|
Initial Cost to Company
|
|
Cost
Capitalized
Subsequent to
Acquisition
|
|
Gross Amount Carried
at Close of Period
|
|
|
|
|
|
Depreciable
Life
(Years)
|
|
||||||||||||||||||||||
Location
|
|
Encumbrances
|
|
Land
|
|
Building and
Improvements
|
|
Land
|
|
Building and
Improvements
|
|
Total
(1)
|
|
Accumulated
Depreciation
|
|
Date
Acquired
|
|
|
|||||||||||||||||||
Detroit, MI
|
|
$
|
31,961
|
|
(2)
|
$
|
29,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,086
|
|
|
$
|
—
|
|
|
$
|
29,086
|
|
|
$
|
—
|
|
|
2017
|
|
N/A
|
|
Dallas, TX
|
|
3,736
|
|
(2)
|
1,954
|
|
|
—
|
|
|
—
|
|
|
1,954
|
|
|
—
|
|
|
1,954
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Dallas, TX
|
|
4,151
|
|
(2)
|
2,751
|
|
|
—
|
|
|
—
|
|
|
2,751
|
|
|
—
|
|
|
2,751
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Atlanta, GA
|
|
7,577
|
|
(2)
|
4,097
|
|
|
—
|
|
|
—
|
|
|
4,097
|
|
|
—
|
|
|
4,097
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Milwaukee, WI
|
|
3,633
|
|
(2)
|
4,638
|
|
|
51,323
|
|
|
—
|
|
|
4,638
|
|
|
51,323
|
|
|
55,961
|
|
|
2,208
|
|
|
2017
|
|
40
|
(3)
|
||||||||
Washington, DC
|
|
5,190
|
|
(2)
|
1,484
|
|
|
—
|
|
|
—
|
|
|
1,484
|
|
|
—
|
|
|
1,484
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Minneapolis, MN
|
|
1,452
|
|
(2)
|
716
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|
—
|
|
|
716
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Durango, CO
|
|
16,604
|
|
(2)
|
1,415
|
|
|
17,080
|
|
|
—
|
|
|
1,415
|
|
|
17,080
|
|
|
18,495
|
|
|
934
|
|
|
2017
|
|
35
|
(3)
|
||||||||
Rohnert Park, CA
|
|
19,300
|
|
(2)
|
5,869
|
|
|
13,752
|
|
|
—
|
|
|
5,869
|
|
|
13,752
|
|
|
19,621
|
|
|
934
|
|
|
2017
|
|
32
|
(3)
|
||||||||
Salt Lake City, UT
|
|
55,312
|
|
(2)
|
8,573
|
|
|
40,583
|
|
|
—
|
|
|
8,573
|
|
|
40,583
|
|
|
49,156
|
|
|
2,043
|
|
|
2017
|
|
34
|
(3)
|
||||||||
San Diego, CA
|
|
38,084
|
|
(2)
|
5,077
|
|
|
24,096
|
|
|
—
|
|
|
5,077
|
|
|
24,096
|
|
|
29,173
|
|
|
1,282
|
|
|
2017
|
|
33
|
(3)
|
||||||||
Seattle, WA
|
|
40,000
|
|
(2)
|
7,813
|
|
|
45,562
|
|
|
—
|
|
|
7,813
|
|
|
45,562
|
|
|
53,375
|
|
|
2,856
|
|
|
2017
|
|
30
|
(3)
|
||||||||
Los Angeles, CA
|
|
36,920
|
|
(4)
|
68,140
|
|
|
—
|
|
|
—
|
|
|
68,140
|
|
|
—
|
|
|
68,140
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Los Angeles, CA
|
|
34,080
|
|
(4)
|
72,836
|
|
|
—
|
|
|
—
|
|
|
72,836
|
|
|
—
|
|
|
72,836
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Atlanta, GA
|
|
—
|
|
(5)
|
6,300
|
|
|
—
|
|
|
—
|
|
|
6,300
|
|
|
—
|
|
|
6,300
|
|
|
—
|
|
|
2017
|
|
N/A
|
|
||||||||
Washington, DC
|
|
23,100
|
|
(6)
|
27,354
|
|
|
—
|
|
|
—
|
|
|
27,354
|
|
|
—
|
|
|
27,354
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Orlando, FL
|
|
7,800
|
|
(6)
|
6,626
|
|
|
—
|
|
|
—
|
|
|
6,626
|
|
|
—
|
|
|
6,626
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Atlanta, GA
|
|
18,000
|
|
(6)
|
11,449
|
|
|
—
|
|
|
—
|
|
|
11,449
|
|
|
—
|
|
|
11,449
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Raleigh-Durham, NC
|
|
11,940
|
|
(6)
|
4,502
|
|
|
—
|
|
|
—
|
|
|
4,502
|
|
|
—
|
|
|
4,502
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Atlanta, GA
|
|
9,882
|
|
(6)
|
8,478
|
|
|
—
|
|
|
—
|
|
|
8,478
|
|
|
—
|
|
|
8,478
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
San Diego, CA
|
|
—
|
|
(5)
|
8,168
|
|
|
—
|
|
|
—
|
|
|
8,168
|
|
|
—
|
|
|
8,168
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Washington, DC
|
|
—
|
|
(5)
|
15,217
|
|
|
—
|
|
|
—
|
|
|
15,217
|
|
|
—
|
|
|
15,217
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Phoenix, AZ
|
|
—
|
|
(5)
|
5,996
|
|
|
—
|
|
|
—
|
|
|
5,996
|
|
|
—
|
|
|
5,996
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Washington, DC
|
|
—
|
|
(5)
|
21,478
|
|
|
—
|
|
|
—
|
|
|
21,478
|
|
|
—
|
|
|
21,478
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Miami, FL
|
|
6,000
|
|
(6)
|
3,735
|
|
|
—
|
|
|
—
|
|
|
3,735
|
|
|
—
|
|
|
3,735
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Miami, FL
|
|
2,471
|
|
(6)
|
9,170
|
|
|
—
|
|
|
—
|
|
|
9,170
|
|
|
—
|
|
|
9,170
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Washington, DC
|
|
—
|
|
(5)
|
121,100
|
|
|
—
|
|
|
—
|
|
|
121,100
|
|
|
—
|
|
|
121,100
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Nashville, TN
|
|
—
|
|
(5)
|
13,505
|
|
|
—
|
|
|
—
|
|
|
13,505
|
|
|
—
|
|
|
13,505
|
|
|
—
|
|
|
2018
|
|
N/A
|
|
||||||||
Total
|
|
$
|
377,193
|
|
|
$
|
477,527
|
|
|
$
|
192,396
|
|
|
$
|
—
|
|
|
$
|
477,527
|
|
|
$
|
192,396
|
|
|
$
|
669,923
|
|
|
$
|
10,257
|
|
|
|
|
|
|
(1)
|
The aggregate cost for Federal income tax purposes was approximately
$838.1 million
at
December 31, 2018
.
|
(2)
|
Pledged as collateral under the 2017 Secured Financing.
|
(3)
|
These properties have land improvements with depreciable lives from
7
to
12
years.
|
(4)
|
Pledged as collateral under the 2017 Hollywood Mortgage.
|
(5)
|
Pledged as collateral under the 2017 Revolver.
|
(6)
|
Pledged as collateral under the 2018 Portfolio Financing.
|
|
|
Year Ended December 31,
2018
|
|
April 14, 2017 to December 31, 2017
|
|
January 1, 2017 to April 13, 2017
|
||||||
|
|
The
Company
|
|
The Predecessor
|
||||||||
Beginning balance
|
|
$
|
413,145
|
|
|
$
|
—
|
|
|
$
|
165,699
|
|
Acquisitions
|
|
256,778
|
|
|
413,145
|
|
|
—
|
|
|||
Ending balance
|
|
$
|
669,923
|
|
|
$
|
413,145
|
|
|
$
|
165,699
|
|
(1)
|
On
April 14, 2017
, the Company, through a merger and other formation transactions, acquired the Initial Portfolio from iStar and accounted for the acquisition as a business combination pursuant to ASC 805. As a result, the Company recorded the assets acquired and liabilities assumed at their acquisition date fair values.
|
|
|
Year Ended December 31, 2018
|
|
April 14, 2017 to December 31, 2017
|
|
January 1, 2017 to April 13, 2017
|
||||||
|
|
The
Company
|
|
The Predecessor
|
||||||||
Beginning balance
|
|
$
|
4,253
|
|
|
$
|
—
|
|
|
$
|
61,221
|
|
Additions
|
|
6,004
|
|
|
4,253
|
|
|
894
|
|
|||
Ending balance
|
|
$
|
10,257
|
|
|
$
|
4,253
|
|
|
$
|
62,115
|
|
(1)
|
On
April 14, 2017
, the Company, through a merger and other formation transactions, acquired the Initial Portfolio from iStar and accounted for the acquisition as a business combination pursuant to ASC 805. As a result, the Company recorded the assets acquired and liabilities assumed at their acquisition date fair values.
|
(a)
|
and (c) Financial statements and schedule—see Index to Financial Statements and Schedule included in Item 8.
|
(b)
|
Exhibits—see index on following page.
|
Exhibit
Number
|
|
Document Description
|
1.1
|
|
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
4.2
|
|
|
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
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
14.1
|
|
|
16.1
|
|
|
21.1*
|
|
|
23.1*
|
|
|
31.0*
|
|
|
32.0*
|
|
|
100*
|
|
XBRL-related documents
|
101
|
|
Interactive data file
|
|
|
Safety, Income & Growth Inc.
Registrant
|
Date:
|
February 14, 2019
|
/s/ JAY SUGARMAN
|
|
|
Jay Sugarman
Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer)
|
|
|
Safety, Income & Growth Inc.
Registrant
|
Date:
|
February 14, 2019
|
/s/ ANDREW C. RICHARDSON
|
|
|
Andrew C. Richardson
Chief Financial Officer (principal financial and accounting officer)
|
|
|
|
Date:
|
February 14, 2019
|
/s/ JAY SUGARMAN
|
|
|
Jay Sugarman
Chairman of the Board of Directors
Chief Executive Officer
|
|
|
|
Date:
|
February 14, 2019
|
/s/ DEAN S. ADLER
|
|
|
Dean S. Adler
Director
|
|
|
|
Date:
|
February 14, 2019
|
/s/ JAY S. NYDICK
|
|
|
Jay S. Nydick
Director
|
|
|
|
Date:
|
February 14, 2019
|
/s/ ROBIN JOSEPHS
|
|
|
Robin Josephs
Director
|
|
|
|
Date:
|
February 14, 2019
|
/s/ STEFAN M. SELIG
|
|
|
Stefan M. Selig
Director
|
Subsidiary
|
|
State of Formation
|
1100 First Street Ground Owner LLC
|
|
Delaware
|
1111 Penn Lender LLC
|
|
Delaware
|
1111 Pennsylvania Ave Ground Owner LLC
|
|
Delaware
|
1221 Division Street Ground Owner LLC
|
|
Delaware
|
1225 19th Street Ground Owner LLC
|
|
Delaware
|
1325 Wilson Ground Owner LLC
|
|
Delaware
|
221 American Boulevard - Bloomington LLC
|
|
Delaware
|
301 G Street Ground Owner LLC
|
|
Delaware
|
3333 Old Milton Alpharetta LLC
|
|
Delaware
|
3500 NW 24
th
St. Ground Owner LLC
|
|
Delaware
|
3630 NW 25
th
St. Ground Owner LLC
|
|
Delaware
|
401 W Michigan Street - Milwaukee LLC
|
|
Delaware
|
500 Woodward LLC
|
|
Delaware
|
515 22
nd
Street NW Ground Owner LLC
|
|
Delaware
|
515 22
nd
Street NW Lender LLC
|
|
Delaware
|
5601 Democracy Drive Ground Owner LLC
|
|
Delaware
|
570 Washington Ground Owner LLC
|
|
Delaware
|
62 Hundred Hollywood N GenPar LLC
|
|
Delaware
|
62 Hundred Hollywood North LP
|
|
Delaware
|
62 Hundred Hollywood S GenPar LLC
|
|
Delaware
|
62 Hundred Hollywood South LP
|
|
Delaware
|
730 Third Ave Ground Owner LLC
|
|
Delaware
|
7640 Warren Ground Owner LLC (fka Canal Phase II Ground Owner LLC)
|
|
Delaware
|
CARET Management Holdings LLC
|
|
Delaware
|
CARET Services TRS Inc.
|
|
Delaware
|
CARET Ventures LLC
|
|
Delaware
|
CTL I Maryland LLC
|
|
Delaware
|
East Houston Ground Owner LLC
|
|
Delaware
|
East Houston Retail Owner LLC
|
|
Delaware
|
GA Santa Clara GenPar LLC
|
|
Delaware
|
GA Santa Clara Ground Owner LP
|
|
Delaware
|
Glenridge Point Ground Owner LLC
|
|
Delaware
|
Hubble Drive Lanham LLC
|
|
Delaware
|
iStar CTL Manager LLC
|
|
Delaware
|
iStar Dallas GL GenPar LLC
|
|
Delaware
|
iStar Dallas GL LP
|
|
Delaware
|
iStar North Old Atlanta Road LLC
|
|
Delaware
|
iStar Woodward LLC
|
|
Delaware
|
Lighthouse GenPar LLC
|
|
Delaware
|
Lighthouse Ground Owner LP
|
|
Delaware
|
Madison Arizona Ground Owner LLC
|
|
Delaware
|
One Palm Apartment Owner LLC
|
|
Delaware
|
One Palm Commercial and Hotel Owner LLC
|
|
Delaware
|
Pershing Point GL Venture LLC
|
|
Delaware
|
Promenade Ground Owner LLC
|
|
Delaware
|
Red Lion GP LLC
|
|
Delaware
|
Regency Lakeview GL GenPar LLC
|
|
Delaware
|
Regency Lakeview GL LP
|
|
Delaware
|
Regency Lakeview GL Venture LLC
|
|
Delaware
|
RLH GenPar II LLC
|
|
Delaware
|
RLH Partnership II LP
|
|
Delaware
|
RLH Partnership, L.P.
|
|
Delaware
|
SAFE 635 Madison Ground Owner LLC
|
|
Delaware
|
SAFE Pershing Partner LLC
|
|
Delaware
|
SAFE Regency Partner LLC
|
|
Delaware
|
Safety Income and Growth Operating Partnership LP
|
|
Delaware
|
Safety, Income & Growth Inc.
|
|
Maryland
|
SFI I, LLC
|
|
Delaware
|
SIGI Finco 1 LLC
|
|
Delaware
|
SIGI Finco 2 LLC
|
|
Delaware
|
SIGOP Gen Par LLC
|
|
Delaware
|
West Ninth GenPar LLC
|
|
Delaware
|
West Ninth Ground Owner LLC
|
|
Delaware
|
Date:
|
February 14, 2019
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
February 14, 2019
|
By:
|
|
/s/ ANDREW C. RICHARDSON
|
||
|
|
|
|
Name:
|
|
Andrew C. Richardson
|
|
|
|
|
Title:
|
|
Chief Financial Officer (principal
financial and accounting officer)
|
Date:
|
February 14, 2019
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
February 14, 2019
|
By:
|
|
/s/ ANDREW C. RICHARDSON
|
||
|
|
|
|
Name:
|
|
Andrew C. Richardson
|
|
|
|
|
Title:
|
|
Chief Financial Officer (principal
financial and accounting officer)
|