|
(Mark One)
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the quarterly period ended
|
|
June 30, 2019
|
|
OR
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Maryland
|
30-0971238
|
||
(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
|
|
SAFE
|
|
NYSE
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
For the Three Months
Ended June 30, |
|
For the Six Months
Ended June 30, |
||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues:
|
|
||||||||||||||
Operating lease income
|
$
|
17,196
|
|
|
$
|
9,861
|
|
|
$
|
37,712
|
|
|
$
|
21,141
|
|
Interest income from sales-type leases
|
1,880
|
|
|
—
|
|
|
2,802
|
|
|
—
|
|
||||
Other income
|
604
|
|
|
1,713
|
|
|
986
|
|
|
2,126
|
|
||||
Total revenues
|
19,680
|
|
|
11,574
|
|
|
41,500
|
|
|
23,267
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
5,986
|
|
|
3,376
|
|
|
10,507
|
|
|
6,631
|
|
||||
Real estate expense
|
645
|
|
|
398
|
|
|
1,457
|
|
|
752
|
|
||||
Depreciation and amortization
|
2,343
|
|
|
2,275
|
|
|
4,686
|
|
|
4,546
|
|
||||
General and administrative
|
4,474
|
|
|
3,292
|
|
|
7,456
|
|
|
5,324
|
|
||||
Other expense
|
290
|
|
|
471
|
|
|
315
|
|
|
510
|
|
||||
Total costs and expenses
|
13,738
|
|
|
9,812
|
|
|
24,421
|
|
|
17,763
|
|
||||
Income from operations
|
5,942
|
|
|
1,762
|
|
|
17,079
|
|
|
5,504
|
|
||||
Net income
|
5,942
|
|
|
1,762
|
|
|
17,079
|
|
|
5,504
|
|
||||
Net income allocable to noncontrolling interests(1)
|
(1,419
|
)
|
|
(59
|
)
|
|
(5,937
|
)
|
|
(82
|
)
|
||||
Net income allocable to Safehold Inc. common shareholders
|
$
|
4,523
|
|
|
$
|
1,703
|
|
|
$
|
11,142
|
|
|
$
|
5,422
|
|
|
|
|
|
|
|
|
|
||||||||
Per common share data:
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.18
|
|
|
$
|
0.09
|
|
|
$
|
0.51
|
|
|
$
|
0.30
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
0.09
|
|
|
$
|
0.51
|
|
|
$
|
0.30
|
|
Weighted average number of common shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
25,640
|
|
|
18,191
|
|
|
22,001
|
|
|
18,191
|
|
||||
Diluted
|
25,640
|
|
|
18,191
|
|
|
22,001
|
|
|
18,191
|
|
(1)
|
For the three and six months ended June 30, 2019, includes $1.4 million and $5.8 million, respectively, of income allocable to the Company's Manager relating to Investor Units it held in the Operating Partnership (refer to Note 10).
|
|
For the Three Months
Ended June 30,
|
|
For the Six Months
Ended June 30,
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
5,942
|
|
|
$
|
1,762
|
|
|
$
|
17,079
|
|
|
$
|
5,504
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Cumulative-effect adjustment for cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||
Reclassification of gains on derivatives into earnings
|
(13
|
)
|
|
(47
|
)
|
|
(235
|
)
|
|
(22
|
)
|
||||
Unrealized gain (loss) on derivatives
|
(12,168
|
)
|
|
2,377
|
|
|
(23,230
|
)
|
|
6,002
|
|
||||
Other comprehensive income (loss)
|
(12,181
|
)
|
|
2,330
|
|
|
(23,465
|
)
|
|
6,021
|
|
||||
Comprehensive income (loss)
|
(6,239
|
)
|
|
4,092
|
|
|
(6,386
|
)
|
|
11,525
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(2,336
|
)
|
|
(59
|
)
|
|
(2,279
|
)
|
|
(82
|
)
|
||||
Comprehensive income (loss) attributable to Safehold Inc.
|
$
|
(8,575
|
)
|
|
$
|
4,033
|
|
|
$
|
(8,665
|
)
|
|
$
|
11,443
|
|
|
|
Common
Stock at
Par
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of March 31, 2019
|
|
$
|
183
|
|
|
$
|
372,093
|
|
|
$
|
(4,619
|
)
|
|
$
|
(10,793
|
)
|
|
$
|
244,546
|
|
|
$
|
601,410
|
|
Net income
|
|
—
|
|
|
—
|
|
|
4,523
|
|
|
—
|
|
|
1,419
|
|
|
5,942
|
|
||||||
Issuance of common stock, net / amortization
|
|
1
|
|
|
2,640
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|
2,731
|
|
||||||
Investor unit conversion (refer to Note 10)
|
|
125
|
|
|
252,060
|
|
|
—
|
|
|
(6,450
|
)
|
|
(245,735
|
)
|
|
—
|
|
||||||
Dividends declared ($0.156 per share)
|
|
—
|
|
|
—
|
|
|
(4,830
|
)
|
|
—
|
|
|
—
|
|
|
(4,830
|
)
|
||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,098
|
)
|
|
917
|
|
|
(12,181
|
)
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Balance as of June 30, 2019
|
|
$
|
309
|
|
|
$
|
626,793
|
|
|
$
|
(4,926
|
)
|
|
$
|
(30,341
|
)
|
|
$
|
1,229
|
|
|
$
|
593,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of March 31, 2018
|
|
$
|
182
|
|
|
$
|
366,227
|
|
|
$
|
(8,296
|
)
|
|
$
|
3,770
|
|
|
$
|
1,773
|
|
|
$
|
363,656
|
|
Net income
|
|
—
|
|
|
—
|
|
|
1,703
|
|
|
—
|
|
|
59
|
|
|
1,762
|
|
||||||
Contributions from iStar Inc.
|
|
—
|
|
|
1,273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,273
|
|
||||||
Offering costs
|
|
—
|
|
|
1,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,347
|
|
||||||
Issuance of common stock / amortization
|
|
—
|
|
|
765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
765
|
|
||||||
Dividends declared ($0.15 per share)
|
|
—
|
|
|
—
|
|
|
(2,735
|
)
|
|
—
|
|
|
—
|
|
|
(2,735
|
)
|
||||||
Change in accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,331
|
|
|
—
|
|
|
2,331
|
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||
Balance as of June 30, 2018
|
|
$
|
182
|
|
|
$
|
369,612
|
|
|
$
|
(9,328
|
)
|
|
$
|
6,101
|
|
|
$
|
1,805
|
|
|
$
|
368,372
|
|
|
|
Common
Stock at
Par
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
(Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of December 31, 2018
|
|
$
|
183
|
|
|
$
|
370,530
|
|
|
$
|
(8,486
|
)
|
|
$
|
(6,876
|
)
|
|
$
|
2,007
|
|
|
$
|
357,358
|
|
Net income
|
|
—
|
|
|
—
|
|
|
11,142
|
|
|
—
|
|
|
5,937
|
|
|
17,079
|
|
||||||
Issuance of common stock, net / amortization
|
|
1
|
|
|
3,575
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
3,750
|
|
||||||
Investor unit conversion (refer to Note 10)
|
|
125
|
|
|
252,060
|
|
|
—
|
|
|
(6,450
|
)
|
|
(245,735
|
)
|
|
—
|
|
||||||
Dividends declared ($0.306 per share)
|
|
—
|
|
|
—
|
|
|
(7,582
|
)
|
|
—
|
|
|
—
|
|
|
(7,582
|
)
|
||||||
Change in accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,807
|
)
|
|
(3,658
|
)
|
|
(23,465
|
)
|
||||||
Contributions from noncontrolling interests
|
|
—
|
|
|
628
|
|
|
—
|
|
|
2,792
|
|
|
245,426
|
|
|
248,846
|
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,922
|
)
|
|
(2,922
|
)
|
||||||
Balance as of June 30, 2019
|
|
$
|
309
|
|
|
$
|
626,793
|
|
|
$
|
(4,926
|
)
|
|
$
|
(30,341
|
)
|
|
$
|
1,229
|
|
|
$
|
593,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of December 31, 2017
|
|
$
|
182
|
|
|
$
|
364,919
|
|
|
$
|
(9,246
|
)
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
355,935
|
|
Net income
|
|
—
|
|
|
—
|
|
|
5,422
|
|
|
—
|
|
|
82
|
|
|
5,504
|
|
||||||
Contributions from iStar Inc.
|
|
—
|
|
|
2,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,581
|
|
||||||
Offering costs
|
|
—
|
|
|
1,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,347
|
|
||||||
Issuance of common stock / amortization
|
|
—
|
|
|
765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
765
|
|
||||||
Dividends declared ($0.30 per share)
|
|
—
|
|
|
—
|
|
|
(5,463
|
)
|
|
—
|
|
|
—
|
|
|
(5,463
|
)
|
||||||
Cumulative-effect adjustment for cash flow hedges
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
41
|
|
|
—
|
|
|
—
|
|
||||||
Change in accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,980
|
|
|
—
|
|
|
5,980
|
|
||||||
Contributions from noncontrolling interests net of costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,750
|
|
|
1,750
|
|
||||||
Distributions to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
(27
|
)
|
||||||
Balance as of June 30, 2018
|
|
$
|
182
|
|
|
$
|
369,612
|
|
|
$
|
(9,328
|
)
|
|
$
|
6,101
|
|
|
$
|
1,805
|
|
|
$
|
368,372
|
|
|
For the Six Months
Ended June 30, |
||||||
|
|
|
|
||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
17,079
|
|
|
$
|
5,504
|
|
Adjustments to reconcile net income to cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
4,686
|
|
|
4,546
|
|
||
Stock-based compensation expense
|
1,318
|
|
|
765
|
|
||
Deferred operating lease income
|
(17,581
|
)
|
|
(6,602
|
)
|
||
Non-cash interest income from sales-type leases
|
(916
|
)
|
|
—
|
|
||
Amortization of real estate-related intangibles, net
|
1,216
|
|
|
1,017
|
|
||
Amortization of premium, discount and deferred financing costs on debt obligations, net
|
1,084
|
|
|
710
|
|
||
Other operating activities
|
628
|
|
|
2,573
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Changes in deferred expenses and other assets, net
|
722
|
|
|
(1,307
|
)
|
||
Changes in accounts payable, accrued expenses and other liabilities
|
(9,658
|
)
|
|
1,350
|
|
||
Cash flows provided by (used in) operating activities
|
(1,422
|
)
|
|
8,556
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions of real estate
|
(6,809
|
)
|
|
(132,444
|
)
|
||
Origination/acquisition of sales-type leases
|
(149,018
|
)
|
|
—
|
|
||
Deposits on ground lease investments
|
(3,200
|
)
|
|
(5,143
|
)
|
||
Other investing activities
|
143
|
|
|
145
|
|
||
Cash flows used in investing activities
|
(158,884
|
)
|
|
(137,442
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from debt obligations
|
218,625
|
|
|
—
|
|
||
Repayments of debt obligations
|
(226,500
|
)
|
|
—
|
|
||
Payments for deferred financing costs
|
(1,631
|
)
|
|
(319
|
)
|
||
Dividends paid to common shareholders
|
(5,489
|
)
|
|
(5,457
|
)
|
||
Payment of costs for sale of noncontrolling interest
|
(761
|
)
|
|
—
|
|
||
Distributions to noncontrolling interests
|
(2,922
|
)
|
|
(21
|
)
|
||
Contributions from noncontrolling interests (refer to Note 10)
|
250,000
|
|
|
1,750
|
|
||
Other financing
|
(1,962
|
)
|
|
(175
|
)
|
||
Cash flows provided by (used in) financing activities
|
229,360
|
|
|
(4,222
|
)
|
||
Changes in cash, cash equivalents and restricted cash
|
69,054
|
|
|
(133,108
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
24,425
|
|
|
169,870
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
93,479
|
|
|
$
|
36,762
|
|
Supplemental disclosure of non-cash investing and financing activity:
|
|
|
|
||||
Contribution from iStar Inc.
|
$
|
—
|
|
|
$
|
2,581
|
|
Origination of sales-type leases
|
10,194
|
|
|
—
|
|
||
Assumption of debt obligations
|
10,194
|
|
|
—
|
|
||
Investor unit conversion (refer to Note 10)
|
250,000
|
|
|
—
|
|
||
Dividends declared to common shareholders
|
4,834
|
|
|
2,735
|
|
||
Distribution declared to noncontrolling interest
|
—
|
|
|
6
|
|
||
Accrued finance costs
|
510
|
|
|
93
|
|
||
Offering costs
|
—
|
|
|
(1,104
|
)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30,
2018
|
|
December 31, 2017
|
||||||||
Cash and cash equivalents
|
|
$
|
73,004
|
|
|
$
|
16,418
|
|
|
$
|
35,805
|
|
|
$
|
168,214
|
|
Restricted cash(1)
|
|
20,475
|
|
|
8,007
|
|
|
957
|
|
|
1,656
|
|
||||
Total cash, cash equivalents and restricted cash reported in the consolidated statements of cash flows
|
|
$
|
93,479
|
|
|
$
|
24,425
|
|
|
$
|
36,762
|
|
|
$
|
169,870
|
|
(1)
|
Restricted cash includes cash balances required to be maintained under certain of the Company's derivative transactions.
|
|
As of
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Land and land improvements, at cost
|
$
|
483,271
|
|
|
$
|
477,527
|
|
Buildings and improvements, at cost
|
193,232
|
|
|
192,396
|
|
||
Less: accumulated depreciation
|
(13,271
|
)
|
|
(10,257
|
)
|
||
Total real estate, net
|
$
|
663,232
|
|
|
$
|
659,666
|
|
Real estate-related intangible assets, net
|
235,457
|
|
|
262,531
|
|
||
Total real estate, net and real estate-related intangible assets, net
|
$
|
898,689
|
|
|
$
|
922,197
|
|
|
As of June 30, 2019
|
||||||||||
|
Gross
Intangible
|
|
Accumulated
Depreciation
|
|
Carrying
Value
|
||||||
Above-market lease assets, net(1)
|
$
|
193,249
|
|
|
$
|
(4,572
|
)
|
|
$
|
188,677
|
|
In-place lease assets, net(2)
|
52,996
|
|
|
(6,955
|
)
|
|
46,041
|
|
|||
Other intangible assets, net
|
750
|
|
|
(11
|
)
|
|
739
|
|
|||
Total
|
$
|
246,995
|
|
|
$
|
(11,538
|
)
|
|
$
|
235,457
|
|
|
As of December 31, 2018
|
||||||||||
|
Gross
Intangible
|
|
Accumulated
Depreciation
|
|
Carrying
Value
|
||||||
Above-market lease assets, net(1)
|
$
|
193,249
|
|
|
$
|
(3,040
|
)
|
|
$
|
190,209
|
|
In-place lease assets, net(2)
|
52,071
|
|
|
(5,288
|
)
|
|
46,783
|
|
|||
Below-market lease asset, net(3)
|
26,484
|
|
|
(1,688
|
)
|
|
24,796
|
|
|||
Other intangible assets, net
|
750
|
|
|
(7
|
)
|
|
743
|
|
|||
Total
|
$
|
272,554
|
|
|
$
|
(10,023
|
)
|
|
$
|
262,531
|
|
(1)
|
Above-market lease assets are recognized during business combinations and asset acquisitions when the present value of market rate rental cash flows over the term of a lease is less than the present value of the contractual in-place rental cash flows. Above-market lease assets are amortized over the term of the leases.
|
(2)
|
In-place lease assets are recognized during business combinations and asset acquisitions and are estimated based on the value associated with the costs avoided in originating leases comparable to the acquired in-place leases as well as the value associated with lost rental revenue during the assumed lease-up period. In-place lease assets are amortized over the term of the leases.
|
(3)
|
Below-market lease asset, net resulted from the acquisition of the initial portfolio from iStar and relates to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.4 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company's tenant at the property pays this expense directly under the terms of a master lease. The below-market lease asset is amortized over the term of the lease. Effective with the adoption of ASU 2016-02 on January 1, 2019, below-market lease asset, net was reclassified to "Deferred expenses and other assets, net" on the Company's consolidated balance sheet (refer to Note 3).
|
|
|
Income Statement
|
|
For the Three Months Ended June 30,
|
||||||
Intangible asset
|
|
Location
|
|
2019
|
|
2018
|
||||
Above-market lease assets (decrease to income)
|
|
Operating lease income
|
|
$
|
(766
|
)
|
|
$
|
(454
|
)
|
In-place lease assets (decrease to income)
|
|
Depreciation and amortization
|
|
833
|
|
|
774
|
|
||
Below-market lease asset (decrease to income)
|
|
Real estate expense
|
|
—
|
|
|
247
|
|
||
Other intangible assets (decrease to income)
|
|
Operating lease income
|
|
(2
|
)
|
|
(2
|
)
|
|
|
Income Statement
|
|
For the Six Months Ended June 30,
|
||||||
Intangible asset
|
|
Location
|
|
2019
|
|
2018
|
||||
Above-market lease assets (decrease to income)
|
|
Operating lease income
|
|
$
|
(1,532
|
)
|
|
$
|
(829
|
)
|
In-place lease assets (decrease to income)
|
|
Depreciation and amortization
|
|
1,667
|
|
|
1,543
|
|
||
Below-market lease asset (decrease to income)
|
|
Real estate expense
|
|
—
|
|
|
494
|
|
||
Other intangible assets (decrease to income)
|
|
Operating lease income
|
|
(4
|
)
|
|
(3
|
)
|
Year
|
|
Amount
|
||
2019 (remaining six months)
|
|
$
|
3,208
|
|
2020
|
|
6,416
|
|
|
2021
|
|
6,416
|
|
|
2022
|
|
6,416
|
|
|
2023
|
|
6,416
|
|
(1)
|
As of June 30, 2019, the weighted average amortization period for the Company's real estate-related intangible assets was approximately 82 years.
|
|
As of June 30, 2019
|
||||||||||
|
Gross
Intangible
|
|
Accumulated
Depreciation
|
|
Carrying
Value
|
||||||
Below-market lease liabilities(1)
|
$
|
59,015
|
|
|
$
|
(1,359
|
)
|
|
$
|
57,656
|
|
|
As of December 31, 2018
|
||||||||||
|
Gross
Intangible
|
|
Accumulated
Depreciation
|
|
Carrying
Value
|
||||||
Below-market lease liabilities(1)
|
$
|
58,660
|
|
|
$
|
(1,040
|
)
|
|
$
|
57,620
|
|
(1)
|
Below-market lease liabilities are recognized during business combinations and asset acquisitions when the present value of market rate rental cash flows over the term of a lease exceeds the present value of the contractual in-place rental cash flows. Below-market lease liabilities are amortized over the term of the leases.
|
|
|
Income Statement
|
|
For the Three Months Ended June 30,
|
||||||
Intangible liability
|
|
Location
|
|
2019
|
|
2018
|
||||
Below-market lease liabilities (increase to income)
|
|
Operating lease income
|
|
$
|
160
|
|
|
$
|
155
|
|
|
|
Income Statement
|
|
For the Six Months Ended June 30,
|
||||||
Intangible liability
|
|
Location
|
|
2019
|
|
2018
|
||||
Below-market lease liabilities (increase to income)
|
|
Operating lease income
|
|
$
|
320
|
|
|
$
|
310
|
|
Year
|
|
Inflation-
Linked
|
|
Fixed Bumps with Inflation Adjustments
|
|
Fixed
Bumps
|
|
Percentage
Rent
|
|
Fixed Bumps with Percentage Rent
|
|
Total
|
||||||||||||
2019 (remaining six months)
|
|
$
|
2,678
|
|
|
$
|
8,521
|
|
|
$
|
1,048
|
|
|
$
|
5,260
|
|
|
$
|
178
|
|
|
$
|
17,685
|
|
2020
|
|
5,357
|
|
|
17,276
|
|
|
2,117
|
|
|
10,519
|
|
|
356
|
|
|
35,625
|
|
||||||
2021
|
|
5,357
|
|
|
17,577
|
|
|
2,155
|
|
|
10,519
|
|
|
356
|
|
|
35,964
|
|
||||||
2022
|
|
5,357
|
|
|
17,884
|
|
|
2,185
|
|
|
10,519
|
|
|
356
|
|
|
36,301
|
|
||||||
2023
|
|
5,357
|
|
|
18,333
|
|
|
2,213
|
|
|
10,519
|
|
|
281
|
|
|
36,703
|
|
Beginning balance(1)
|
|
$
|
—
|
|
Origination/acquisition of sales-type leases(2)
|
|
158,931
|
|
|
Accretion (amortization) of sales-type leases(3)
|
|
916
|
|
|
Ending balance
|
|
$
|
159,847
|
|
(1)
|
The Company elected a provision provided by ASU 2018-11 that allowed entities to not recast the comparative periods presented when transitioning to ASC 842 by allowing entities to change their initial application to the beginning of the period of adoption. As a result, the Company did not have any adjustments to its financial statements as of or prior to December 31, 2018.
|
(2)
|
The net investment in leases is initially measured at the present value of the fixed and determinable lease payments, including any guaranteed or unguaranteed residual value of the asset at the end of the lease, discounted at the rate implicit in the lease. For newly originated or acquired Ground Leases, the Company's estimate of residual value equals the fair value of the land at lease commencement.
|
(3)
|
During the three and six months ended June 30, 2019, the Company recognized $1.3 million and $1.9 million of cash interest income from sales-type leases in its consolidated statements of operations.
|
Year
|
|
Fixed Bumps with Inflation Adjustments
|
|
Fixed Bumps with
Percentage Rent
|
|
Total
|
||||||
2019 (remaining six months)
|
|
$
|
2,819
|
|
|
$
|
266
|
|
|
$
|
3,085
|
|
2020
|
|
6,798
|
|
|
532
|
|
|
7,330
|
|
|||
2021
|
|
7,537
|
|
|
532
|
|
|
8,069
|
|
|||
2022
|
|
8,096
|
|
|
537
|
|
|
8,633
|
|
|||
2023
|
|
8,295
|
|
|
586
|
|
|
8,881
|
|
|||
Thereafter
|
|
2,286,940
|
|
|
102,420
|
|
|
2,389,360
|
|
|
As of
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Operating lease right-of-use asset(1)
|
$
|
30,211
|
|
|
$
|
—
|
|
Purchase deposits
|
5,000
|
|
|
1,800
|
|
||
Deferred finance costs, net(2)
|
1,645
|
|
|
2,295
|
|
||
Other assets(3)
|
3,166
|
|
|
2,416
|
|
||
Leasing costs, net
|
477
|
|
|
481
|
|
||
Interest rate hedge assets
|
32
|
|
|
2,991
|
|
||
Deferred expenses and other assets, net
|
$
|
40,531
|
|
|
$
|
9,983
|
|
(1)
|
Operating lease right-of-use asset relates to a property that is majority-owned by a third party and is ground leased to the Company. The Company is obligated to pay the owner of the property $0.4 million, subject to adjustment for changes in the CPI, per year through 2044; however, the Company's ground lease tenant at the property pays this expense directly under the terms of a master lease. Operating lease right-of-use asset is amortized on a straight-line basis over the term of the lease and is recorded in "Real estate expense" in the Company's consolidated statements of operations (refer to Note 3). For the three and six months ended June 30, 2019, the Company recognized $0.1 million and $0.2 million, respectively, in "Real estate expense" and $0.1 million and $0.2 million, respectively, in "Other income" from its operating lease right-of-use asset. The related operating lease liability (see table below) equals the present value of the minimum rental payments due under the lease discounted at the Company's incremental secured borrowing rate for a similar asset estimated to be 5.5%. Effective with the adoption of ASU 2016-02 on January 1, 2019, the Company reclassified $24.8 million relating to a below-market lease asset acquired as part of a business combination (refer to Note 4) from "Real estate-related intangible assets, net" to "Deferred expenses and other assets, net" on the Company's consolidated balance sheets.
|
(2)
|
Accumulated amortization of deferred finance costs was $2.5 million and $1.7 million as of June 30, 2019 and December 31, 2018, respectively.
|
(3)
|
For the three and six months ended June 30, 2019, the Company recognized $0.3 million and $4.0 million, respectively, of percentage rent in "Operating lease income" in the Company's consolidated statement of operations.
|
|
As of
|
||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||
Interest rate hedge liabilities
|
$
|
19,348
|
|
|
$
|
10,092
|
|
Operating lease liability
|
5,909
|
|
|
—
|
|
||
Dividends declared and payable
|
4,834
|
|
|
2,741
|
|
||
Other liabilities(1)
|
2,353
|
|
|
1,788
|
|
||
Accrued expenses(2)
|
1,867
|
|
|
3,596
|
|
||
Interest payable
|
1,750
|
|
|
1,663
|
|
||
Management fee payable
|
1,539
|
|
|
920
|
|
||
Accounts payable, accrued expenses and other liabilities
|
$
|
37,600
|
|
|
$
|
20,800
|
|
(1)
|
As of June 30, 2019 and December 31, 2018, other liabilities includes $0.6 million and $0.4 million, respectively, due to the Manager for allocated payroll costs and costs it paid on the Company's behalf.
|
(2)
|
As of June 30, 2019 and December 31, 2018, accrued expenses primarily includes accrued legal expenses, audit expenses and deferred finance costs.
|
|
As of
|
|
Interest
Rate(1) |
|
Scheduled
Maturity Date(2) |
||||||
|
June 30, 2019
|
|
December 31, 2018
|
|
|
||||||
Secured credit financing:
|
|
|
|
|
|
|
|
||||
Mortgages
|
$
|
553,693
|
|
|
$
|
377,193
|
|
|
3.99%
|
|
January 2023 to July 2049
|
2017 Revolver
|
—
|
|
|
169,500
|
|
|
One-Month LIBOR plus 1.35%
|
|
June 2022
|
||
Total secured credit financing
|
553,693
|
|
|
546,693
|
|
|
|
|
|
||
Total debt obligations
|
553,693
|
|
|
546,693
|
|
|
|
|
|
||
Debt premium, discount and deferred financing costs, net
|
(8,748
|
)
|
|
(2,728
|
)
|
|
|
|
|
||
Total debt obligations, net
|
$
|
544,945
|
|
|
$
|
543,965
|
|
|
|
|
|
(1)
|
Represents the weighted average interest rate and excludes the effect of debt premium, discount and deferred financing costs.
|
(2)
|
Represents the extended maturity date for all debt obligations.
|
2019 (remaining six months)
|
|
$
|
—
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
—
|
|
|
2023 (refer to Note 13)
|
|
71,000
|
|
|
Thereafter
|
|
482,693
|
|
|
Total principal maturities
|
|
553,693
|
|
|
Debt premium, discount and deferred financing costs, net
|
|
(8,748
|
)
|
|
Total debt obligations, net
|
|
$
|
544,945
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
|
||||
|
|
|
|
|
|
|
||||
Derivative Type
|
|
Fair Value(2)
|
|
Balance Sheet
Location
|
||||||
Assets
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
32
|
|
|
$
|
2,987
|
|
|
Deferred expenses and other assets, net
|
Interest rate cap(3)
|
|
—
|
|
|
4
|
|
|
Deferred expenses and other assets, net
|
||
|
|
$
|
32
|
|
|
$
|
2,991
|
|
|
|
Liabilities
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
$
|
19,348
|
|
|
$
|
10,092
|
|
|
Accounts payable, accrued expenses and other liabilities
|
|
|
$
|
19,348
|
|
|
$
|
10,092
|
|
|
|
(1)
|
For the three months ended June 30, 2019 and 2018, the Company recorded $(12.2) million and $2.4 million, respectively, of unrealized gains (losses) in accumulated other comprehensive income (loss). For the six months ended June 30, 2019 and 2018, the Company recorded $(23.2) million and $6.0 million, respectively, of unrealized gains (losses) in accumulated other comprehensive income (loss).
|
(2)
|
The fair value of the Company's derivatives are based upon widely accepted valuation techniques utilized by a third-party specialist using observable inputs such as interest rates and contractual cash flow and are classified as Level 2 within the fair value hierarchy. Over the next 12 months, the Company expects that $1.4 million related to cash flow hedges will be reclassified from "Accumulated other comprehensive income (loss)" as an increase to interest expense.
|
(3)
|
This derivative is not designated in a hedging relationship.
|
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 June 30, 2019
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(12,168
|
)
|
|
$
|
13
|
|
|
|
|
|
|
|
|
||||
For the Three Months Ended June 30, 2018
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
2,377
|
|
|
$
|
47
|
|
|
|
|
|
|
|
|
||||
For the Six Months Ended June 30, 2019
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
(23,230
|
)
|
|
$
|
235
|
|
|
|
|
|
|
|
|
||||
For the Six Months Ended June 30, 2018
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Interest expense
|
|
$
|
6,002
|
|
|
$
|
22
|
|
|
|
Location of Gain or
(Loss) When
Recognized in
Income
|
|
Amount of Gain or (Loss) Recognized in Income
|
||
Derivatives not Designated in Hedging Relationships
|
|
|||||
For the Three Months Ended June 30, 2019
|
|
|
|
|
||
Interest rate cap
|
|
Interest expense
|
|
$
|
—
|
|
|
|
|
|
|
||
For the Three Months Ended June 30, 2018
|
|
|
|
|
||
Interest rate cap
|
|
Interest expense
|
|
$
|
(33
|
)
|
|
|
|
|
|
||
For the Six Months Ended June 30, 2019
|
|
|
|
|
||
Interest rate cap
|
|
Interest expense
|
|
$
|
(4
|
)
|
|
|
|
|
|
||
For the Six Months Ended June 30, 2018
|
|
|
|
|
||
Interest rate cap
|
|
Interest expense
|
|
$
|
10
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
$
|
5,942
|
|
|
$
|
1,762
|
|
|
$
|
17,079
|
|
|
$
|
5,504
|
|
Net income allocable to noncontrolling interests
|
(1,419
|
)
|
|
(59
|
)
|
|
(5,937
|
)
|
|
(82
|
)
|
||||
Net income allocable to Safehold Inc. common shareholders for basic earnings per common share
|
$
|
4,523
|
|
|
$
|
1,703
|
|
|
$
|
11,142
|
|
|
$
|
5,422
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Earnings allocable to common shares:
|
|
|
|
|
|
|
|
||||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Net income allocable to Safehold Inc. common shareholders - basic
|
$
|
4,523
|
|
|
$
|
1,703
|
|
|
$
|
11,142
|
|
|
$
|
5,422
|
|
Net income allocable to Safehold Inc. common shareholders - diluted
|
$
|
4,523
|
|
|
$
|
1,703
|
|
|
$
|
11,142
|
|
|
$
|
5,422
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic and diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding for basic earnings per common share
|
25,640
|
|
|
18,191
|
|
|
22,001
|
|
|
18,191
|
|
||||
Weighted average common shares outstanding for diluted earnings per common share(1)
|
25,640
|
|
|
18,191
|
|
|
22,001
|
|
|
18,191
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income allocable to Safehold Inc. common shareholders - basic
|
$
|
0.18
|
|
|
$
|
0.09
|
|
|
$
|
0.51
|
|
|
$
|
0.30
|
|
Net income allocable to Safehold Inc. common shareholders - diluted
|
$
|
0.18
|
|
|
$
|
0.09
|
|
|
$
|
0.51
|
|
|
$
|
0.30
|
|
(1)
|
During the three and six months ended June 30, 2019, 5,219,780 and 8,839,779, respectively, of Investor Units (refer to Note 10) were anti-dilutive.
|
Manager
|
SFTY Manager, LLC, a wholly-owned subsidiary of iStar Inc.
|
Management Fee
|
Annual fee of 1.0% of total equity (up to $1.5 billion)
Annual fee of 1.25% of total equity (for incremental equity of $1.5 billion to $3.0 billion)
Annual fee of 1.375% of total equity (for incremental equity of $3.0 billion to $5.0 billion) and
Annual fee of 1.5% of total equity (for incremental equity over $5.0 billion)
|
Management Fee Consideration
|
At the discretion of the Company's independent directors, payment will be made in cash or in shares of the Company's common stock (valued at the greater of: (i) the volume weighted average market price during 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
|
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
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
Combined Property Value(2)
|
|
$
|
3,306
|
|
|
$
|
2,757
|
|
Ground Lease Cost(2)
|
|
1,134
|
|
|
948
|
|
||
Unrealized Capital Appreciation in Our Owned Residual Portfolio
|
|
2,172
|
|
|
1,809
|
|
(1)
|
Please review our Current Report on Form 8-K filed on July 26, 2019 for a discussion of the valuation methodology used and important limitations and qualifications of the calculation of Unrealized Capital Appreciation in Our Owned Residual Portfolio. See "Risk Factors" in our Annual Report on Form 10-K for a discussion of certain tenant rights that may limit our ability to realize value from the unrealized capital appreciation, including tenant rights to purchase our land in certain circumstances and the right of one tenant to demolish improvements prior to the expiration of the lease. See also Item 1A. herein Risk Factors - "There can be no assurance that we will realize any incremental value from the "Unrealized Capital Appreciation in Our Owned Residual Portfolio" or that the market price of our common stock will reflect any value attributable thereto" and "The tenants under many of our Ground Leases have certain preemptive rights should we decide to sell the properties."
|
(2)
|
Combined Property Value includes $416.0 million and $254.9 million related to transactions with remaining unfunded commitments as of June 30, 2019 and December 31, 2018, respectively. Ground Lease Cost includes $83.4 million and $64.0 million of unfunded commitments as of June 30, 2019 and December 31, 2018, respectively. As of June 30, 2019, our gross book value as a percentage of combined property value was 36%.
|
Period
|
|
Funded
|
|
Originated
|
||||
Prior to IPO
|
|
$
|
340
|
|
|
$
|
340
|
|
Period from June 27, 2017 to December 31, 2017
|
|
158
|
|
|
192
|
|
||
Year Ended December 31, 2018
|
|
386
|
|
|
416
|
|
||
Six Months Ended June 30, 2019(1)
|
|
165
|
|
|
186
|
|
||
Total since inception
|
|
$
|
1,049
|
|
|
$
|
1,134
|
|
(1)
|
Funded includes $10.2 million from the origination of a sales-type lease funded through the assumption of a mortgage.
|
Property
Name
|
|
Location
|
|
Property
Type
|
|
Lease Expiration / As Extended
|
|
Rent Escalation Structure
|
Hollywood Blvd - North
|
|
Los Angeles, CA
|
|
Multi-family
|
|
2104 / 2104
|
|
Inflation-Linked
|
Hollywood Blvd - South
|
|
Los Angeles, CA
|
|
Multi-family
|
|
2104 / 2104
|
|
Inflation-Linked
|
Onyx on First
|
|
Washington, DC
|
|
Multi-family
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
The Buckler Apartments
|
|
Milwaukee, WI
|
|
Multi-family
|
|
2112 / 2112
|
|
Fixed
|
Promenade Crossing
|
|
Orlando, FL
|
|
Multi-family
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
Novel Music Row
|
|
Nashville, TN
|
|
Multi-family
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
515 22nd Street
|
|
Washington, DC
|
|
Multi-family(1)
|
|
2118 / 2118
|
|
Fixed with Inflation Adjustments
|
West Vue
|
|
Orlando, FL
|
|
Multi-family
|
|
2118 / 2118
|
|
Fixed with Inflation Adjustments
|
The Kiley
|
|
Washington, DC
|
|
Multi-family
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
20 Hawley
|
|
Binghamton, NY
|
|
Multi-family
|
|
2118 / 2118
|
|
Fixed with Inflation Adjustments
|
3333 LifeHope
|
|
Atlanta, GA
|
|
Office
|
|
2116 / 2176
|
|
Fixed
|
Northside Forsyth Medical Center
|
|
Atlanta, GA
|
|
Office
|
|
2115 / 2175
|
|
Fixed with Inflation Adjustments
|
1111 Pennsylvania Avenue
|
|
Washington, DC
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
One Ally Center
|
|
Detroit, MI
|
|
Office
|
|
2114 / 2174
|
|
Fixed with Inflation Adjustments
|
NASA/JPSS Headquarters
|
|
Washington, DC
|
|
Office
|
|
2075 / 2105
|
|
Fixed
|
Pershing Point
|
|
Atlanta, GA
|
|
Office
|
|
2117 / 2124
|
|
Fixed with Inflation Adjustments
|
Regency Lakeview
|
|
Raleigh-Durham, NC
|
|
Office
|
|
2117 / 2122
|
|
Fixed with Inflation Adjustments
|
Glenridge Point
|
|
Atlanta, GA
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
Balboa Executive Center
|
|
San Diego, CA
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
The Jefferson
|
|
Washington, DC
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
The Madison
|
|
Phoenix, AZ
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
Parkwood Place
|
|
Plano, TX
|
|
Office
|
|
2118 / 2118
|
|
Fixed with Inflation Adjustments
|
Duke Bridges III
|
|
Frisco, TX
|
|
Office
|
|
2118 / 2118
|
|
Fixed with Inflation Adjustments
|
Valley Forge Park Place
|
|
King of Prussia, PA
|
|
Office
|
|
2118 / 2118
|
|
Fixed with Inflation Adjustments
|
570 Washington Blvd.
|
|
Jersey City, NJ
|
|
Office
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
Hyatt Centric
|
|
Washington, DC
|
|
Hotel
|
|
2035 / 2075
|
|
% Rent
|
Doubletree Seattle Airport(2)(3)
|
|
Seattle, WA
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Hilton Salt Lake(2)
|
|
Salt Lake City, UT
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Doubletree Mission Valley(2)
|
|
San Diego, CA
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Doubletree Durango(2)
|
|
Durango, CO
|
|
Hotel
|
|
2025 / 2035
|
|
% Rent
|
Doubletree Sonoma(2)
|
|
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
|
Valencia
|
|
San Antonio, TX
|
|
Hotel
|
|
2101/ 2101
|
|
Fixed with % Rent
|
Lock Up Self Storage Facility
|
|
Minneapolis, MN
|
|
Industrial
|
|
2037 / 2037
|
|
Fixed
|
Miami Airport I
|
|
Miami, FL
|
|
Industrial
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
Miami Airport II
|
|
Miami, FL
|
|
Industrial
|
|
2117 / 2117
|
|
Fixed with Inflation Adjustments
|
PDX
|
|
Portland, OR
|
|
Industrial
|
|
2055 / 2055
|
|
Inflation-Linked
|
Weighted average lease term remaining
|
|
|
|
|
|
72 / 82
|
|
|
(1)
|
Property is currently an office building that will be converted into a multi-family property after the tenant vacates in September 2019.
|
(2)
|
Property is part of the Park Hotels Portfolio and is subject to a single master lease.
|
(3)
|
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 Three Months Ended
June 30,
|
|
|
||||||||
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
$ Change
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Operating lease income
|
$
|
17,196
|
|
|
$
|
9,861
|
|
|
$
|
7,335
|
|
Interest income from sales-type leases
|
1,880
|
|
|
—
|
|
|
1,880
|
|
|||
Other income
|
604
|
|
|
1,713
|
|
|
(1,109
|
)
|
|||
Total revenue
|
19,680
|
|
|
11,574
|
|
|
8,106
|
|
|||
Interest expense
|
5,986
|
|
|
3,376
|
|
|
2,610
|
|
|||
Real estate expense
|
645
|
|
|
398
|
|
|
247
|
|
|||
Depreciation and amortization
|
2,343
|
|
|
2,275
|
|
|
68
|
|
|||
General and administrative
|
4,474
|
|
|
3,292
|
|
|
1,182
|
|
|||
Other expense
|
290
|
|
|
471
|
|
|
(181
|
)
|
|||
Total costs and expenses
|
13,738
|
|
|
9,812
|
|
|
3,926
|
|
|||
Net income
|
$
|
5,942
|
|
|
$
|
1,762
|
|
|
$
|
4,180
|
|
|
|
For the Three Months Ended
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Management fees(1)
|
|
$
|
1,539
|
|
|
$
|
907
|
|
Public company and other costs
|
|
1,187
|
|
|
1,254
|
|
||
Expense reimbursements to the Manager(1)
|
|
529
|
|
|
366
|
|
||
Stock-based compensation
|
|
1,219
|
|
|
765
|
|
||
Total general and administrative expenses
|
|
$
|
4,474
|
|
|
$
|
3,292
|
|
(1)
|
Waived through June 30, 2018.
|
|
For the Six Months Ended
June 30,
|
|
|
||||||||
|
|
|
|
|
|
||||||
|
2019
|
|
2018
|
|
$ Change
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Operating lease income
|
$
|
37,712
|
|
|
$
|
21,141
|
|
|
$
|
16,571
|
|
Interest income from sales-type leases
|
2,802
|
|
|
—
|
|
|
2,802
|
|
|||
Other income
|
986
|
|
|
2,126
|
|
|
(1,140
|
)
|
|||
Total revenue
|
41,500
|
|
|
23,267
|
|
|
18,233
|
|
|||
Interest expense
|
10,507
|
|
|
6,631
|
|
|
3,876
|
|
|||
Real estate expense
|
1,457
|
|
|
752
|
|
|
705
|
|
|||
Depreciation and amortization
|
4,686
|
|
|
4,546
|
|
|
140
|
|
|||
General and administrative
|
7,456
|
|
|
5,324
|
|
|
2,132
|
|
|||
Other expense
|
315
|
|
|
510
|
|
|
(195
|
)
|
|||
Total costs and expenses
|
24,421
|
|
|
17,763
|
|
|
6,658
|
|
|||
Net income
|
$
|
17,079
|
|
|
$
|
5,504
|
|
|
$
|
11,575
|
|
|
|
For the Six Months Ended
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Management fees(1)
|
|
$
|
3,051
|
|
|
$
|
1,804
|
|
Public company and other costs
|
|
2,015
|
|
|
1,978
|
|
||
Expense reimbursements to the Manager(1)
|
|
1,072
|
|
|
777
|
|
||
Stock-based compensation
|
|
1,318
|
|
|
765
|
|
||
Total general and administrative expenses
|
|
$
|
7,456
|
|
|
$
|
5,324
|
|
(1)
|
Waived through June 30, 2018.
|
|
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)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgages
|
$
|
553,693
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
71,000
|
|
|
$
|
316,193
|
|
|
$
|
166,500
|
|
Total principal maturities
|
553,693
|
|
|
—
|
|
|
—
|
|
|
71,000
|
|
|
316,193
|
|
|
166,500
|
|
||||||
Interest Payable(2)
|
335,576
|
|
|
20,556
|
|
|
41,537
|
|
|
38,288
|
|
|
73,142
|
|
|
162,053
|
|
||||||
Purchase Commitments(3)
|
83,359
|
|
|
38,900
|
|
|
44,459
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total(4)
|
$
|
972,628
|
|
|
$
|
59,456
|
|
|
$
|
85,996
|
|
|
$
|
109,288
|
|
|
$
|
389,335
|
|
|
$
|
328,553
|
|
(1)
|
Assumes the extended final maturity date for all debt obligations.
|
(2)
|
Variable-rate debt assumes one-month LIBOR of 2.40%. Interest payable does not include payments that may be required under our interest rate derivatives.
|
(3)
|
Refer to Note 8 of the consolidated financial statements.
|
(4)
|
We are also obligated to pay the third-party owner of a property that is ground leased to us $0.4 million, subject to adjustment for changes in the CPI, per year through 2044; however, our tenant pays this expense directly under the terms of a master lease through 2035.
|
Change in Interest Rates
|
|
Net Income (Loss)
|
||
-100 Basis Points
|
|
$
|
290
|
|
-50 Basis Points
|
|
145
|
|
|
-10 Basis Points
|
|
29
|
|
|
Base Interest Rate
|
|
—
|
|
|
+10 Basis Points
|
|
(29
|
)
|
|
+ 50 Basis Points
|
|
(145
|
)
|
|
+100 Basis Points
|
|
(290
|
)
|
Exhibit
Number
|
Document Description
|
10.1
|
|
31.0
|
|
32.0
|
|
101*
|
The following financial information from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2019 is formatted in XBRL ("eXtensible Business Reporting Language"): (i) the Consolidated Balance Sheets as of June 30, 2019 (unaudited) and December 31, 2018; (ii) the Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2019 and 2018; (iii) the Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2019 and 2018; (iv) the Consolidated Statements of Changes in Equity (unaudited) for the three and six months ended June 30, 2019 and 2018; (v) the Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2019 and 2018; and (vi) the Notes to the Consolidated Financial Statements (unaudited).
|
*
|
In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.
|
|
|
Safehold Inc.
Registrant
|
Date:
|
July 26, 2019
|
/s/ JAY SUGARMAN
|
|
|
Jay Sugarman
Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer)
|
|
|
|
|
|
Safehold Inc.
Registrant
|
Date:
|
July 26, 2019
|
/s/ MARCOS ALVARADO
|
|
|
Marcos Alvarado
President and Chief Investment Officer
(principal financial officer)
|
Date:
|
July 26, 2019
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
July 26, 2019
|
By:
|
|
/s/ MARCOS ALVARADO
|
||
|
|
|
|
Name:
|
|
Marcos Alvarado
|
|
|
|
|
Title:
|
|
President and Chief Investment Officer (principal financial officer)
|
Date:
|
July 26, 2019
|
By:
|
|
/s/ JAY SUGARMAN
|
||
|
|
|
|
Name:
|
|
Jay Sugarman
|
|
|
|
|
Title:
|
|
Chief Executive Officer
|
Date:
|
July 26, 2019
|
By:
|
|
/s/ MARCOS ALVARADO
|
||
|
|
|
|
Name:
|
|
Marcos Alvarado
|
|
|
|
|
Title:
|
|
President and Chief Investment Officer (principal financial officer)
|