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Maryland
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001-38122
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30-0971238
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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1114 Avenue of the Americas
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39th Floor
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New York
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,
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NY
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10036
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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SAFE
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NYSE
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(a)
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Financial Statements of Real Estate Property Acquired. The following financial statements are filed herewith and incorporated herein by reference.
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(b)
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Unaudited Pro Forma Financial Information. The following financial information is filed herewith and incorporated herein by reference.
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Nine Months Ended
September 30,
2019
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Year
Ended
December 31,
2018
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||||
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||||||
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(unaudited)
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|
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||||
Revenues from Real Estate Operations
|
|
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||||
Operating lease income
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|
$
|
18,097
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|
|
$
|
24,130
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|
Total Revenues from Real Estate Operations
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|
$
|
18,097
|
|
|
$
|
24,130
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|
2019 (remaining three months)
|
|
$
|
2,905
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|
2020
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|
12,337
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|
|
2021
|
|
13,343
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2022
|
|
13,343
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|
2023
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|
13,343
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Thereafter
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|
1,760,275
|
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Total
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$
|
1,815,546
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(1)
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(2)
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(3)
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||||||
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Company
As Filed
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Pro Forma
Adjustments
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|
Company
Pro Forma
|
||||||
ASSETS
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|
||||||
Real estate
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|
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|
||||||
Real estate, at cost
|
$
|
687,902
|
|
|
$
|
—
|
|
|
$
|
687,902
|
|
Less: accumulated depreciation
|
(14,779
|
)
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|
—
|
|
|
(14,779
|
)
|
|||
Real estate, net
|
673,123
|
|
|
—
|
|
|
673,123
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|
|||
Real estate-related intangible assets, net
|
244,503
|
|
|
—
|
|
|
244,503
|
|
|||
Total real estate, net and real estate-related intangible assets, net
|
917,626
|
|
|
—
|
|
|
917,626
|
|
|||
Net investment in sales-type leases
|
465,289
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|
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—
|
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|
465,289
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|||
Ground Lease receivables
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73,338
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|
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—
|
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73,338
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|||
Equity investments in Ground Leases
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21,410
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|
|
106,517
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|
|
127,927
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|||
Cash and cash equivalents
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13,539
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|
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—
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13,539
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|||
Restricted cash
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23,249
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|
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—
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23,249
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|||
Deferred operating lease income receivable
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49,498
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—
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49,498
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|||
Deferred expenses and other assets, net
|
73,213
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—
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|
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73,213
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|||
Total assets
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$
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1,637,162
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|
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$
|
106,517
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$
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1,743,679
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LIABILITIES AND EQUITY
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|
||||||
Liabilities:
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|
|
|
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|
||||||
Accounts payable, accrued expenses and other liabilities
|
$
|
42,975
|
|
|
$
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—
|
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$
|
42,975
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|
Real estate-related intangible liabilities, net
|
57,494
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|
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—
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57,494
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|
|||
Debt obligations, net
|
691,567
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—
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691,567
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|||
Total liabilities
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792,036
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|
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—
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|
|
792,036
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|
|||
Commitments and contingencies
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|
||||||
Equity:
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|
||||||
Safehold Inc. shareholders' equity:
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|
||||||
Common stock, $0.01 par value, 400,000 shares authorized, 40,444 and 43,577 shares issued and outstanding as of September 30, 2019 on an actual and pro forma basis, respectively
|
404
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|
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31
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|
|
435
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|||
Additional paid-in capital
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888,457
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106,486
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994,943
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|
|||
Accumulated deficit
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(5,809
|
)
|
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—
|
|
|
(5,809
|
)
|
|||
Accumulated other comprehensive loss
|
(39,284
|
)
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—
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|
|
(39,284
|
)
|
|||
Total Safehold Inc. shareholders' equity
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843,768
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|
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106,517
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|
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950,285
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|
|||
Noncontrolling interests
|
1,358
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|
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—
|
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1,358
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|
|||
Total equity
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845,126
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|
106,517
|
|
|
951,643
|
|
|||
Total liabilities and equity
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$
|
1,637,162
|
|
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$
|
106,517
|
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$
|
1,743,679
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|
(1)
|
Represents the Company’s historical consolidated balance sheet as of September 30, 2019.
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(2)
|
Represents the issuance of 3,132,853 shares of the Company's common stock at $34.00 per share in the November Offering that was necessary to fund the Company's equity contribution to the Venture for the acquisition of the 425 Park Avenue Ground Lease.
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(3)
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Represents the Company's pro forma consolidated balance sheet assuming that the Company's acquisition of its interest in the Venture and the Venture's acquisition of the 425 Park Avenue Ground Lease occurred on September 30, 2019.
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(1)
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|
(2)
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(3)
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||||||
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Company
As Filed
|
|
Pro Forma
Adjustments
|
|
Company
Pro Forma
|
||||||
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|
||||||
Revenues:
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|||||||||||
Operating lease income
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$
|
54,844
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|
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$
|
—
|
|
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$
|
54,844
|
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Interest income from sales-type leases
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6,834
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—
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6,834
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|
|||
Other income
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2,132
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|
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—
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2,132
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|||
Total revenues
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63,810
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|
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—
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63,810
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|
|||
Costs and expenses:
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|
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|
||||||
Interest expense
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18,215
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—
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18,215
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|
|||
Real estate expense
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2,082
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—
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2,082
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|||
Depreciation and amortization
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7,031
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—
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7,031
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|||
General and administrative
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10,552
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—
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10,552
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|
|||
Other expense
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600
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|
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—
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|
|
600
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|||
Total costs and expenses
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38,480
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—
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|
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38,480
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|
|||
Income from operations before other items
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|
25,330
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—
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|
|
25,330
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|
|||
Loss on early extinguishment of debt
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(2,011
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)
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—
|
|
|
(2,011
|
)
|
|||
Earnings (losses) from equity method investments
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|
(759
|
)
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|
9,811
|
|
|
9,052
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|
|||
Net income
|
|
22,560
|
|
|
9,811
|
|
|
32,371
|
|
|||
Net income allocable to noncontrolling interests
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|
(5,986
|
)
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—
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(5,986
|
)
|
|||
Net income allocable to Safehold Inc. common shareholders
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$
|
16,574
|
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$
|
9,811
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$
|
26,385
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|
|
|
|
|
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|
||||||
Per common share data:
|
|
|
|
|
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|
||||||
Net income
|
|
|
|
|
|
|
||||||
Basic and diluted
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$
|
0.62
|
|
|
|
|
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$
|
0.88
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|
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Weighted average number of common shares:
|
|
|
|
|
|
|
||||||
Basic and diluted
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26,748
|
|
|
3,133
|
|
|
29,881
|
|
(1)
|
Represents the Company’s historical consolidated statement of operations for the nine months ended September 30, 2019.
|
(2)
|
Represents the Company's approximate 55% pro rata share of earnings from equity method investments from the Venture that is the net effect of (i) straight-line operating lease income recognized from the in place ground lease, classified as an operating lease, in accordance with GAAP; and (ii) the amortization of above-market and in-place lease intangible assets over the 71 year remaining term of the lease.
|
(3)
|
Represents the Company's pro forma consolidated statement of operations assuming that the Company's acquisition of its interest in the Venture and the Venture's acquisition of the 425 Park Avenue Ground Lease occurred on January 1, 2018.
|
|
|
(1)
|
|
(2)
|
|
(3)
|
||||||
|
|
Company
As Filed
|
|
Pro Forma
Adjustments
|
|
Company
Pro Forma
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Operating lease income
|
|
$
|
47,400
|
|
|
$
|
—
|
|
|
$
|
47,400
|
|
Other income
|
|
2,324
|
|
|
—
|
|
|
2,324
|
|
|||
Total revenues
|
|
49,724
|
|
|
—
|
|
|
49,724
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
15,389
|
|
|
—
|
|
|
15,389
|
|
|||
Real estate expense
|
|
1,600
|
|
|
—
|
|
|
1,600
|
|
|||
Depreciation and amortization
|
|
9,142
|
|
|
—
|
|
|
9,142
|
|
|||
General and administrative
|
|
10,662
|
|
|
—
|
|
|
10,662
|
|
|||
Other expense
|
|
995
|
|
|
—
|
|
|
995
|
|
|||
Total costs and expenses
|
|
37,788
|
|
|
—
|
|
|
37,788
|
|
|||
Income from operations before other items
|
|
11,936
|
|
|
—
|
|
|
11,936
|
|
|||
Earnings from equity method investments
|
|
—
|
|
|
13,082
|
|
|
13,082
|
|
|||
Net income
|
|
11,936
|
|
|
13,082
|
|
|
25,018
|
|
|||
Net income attributable to noncontrolling interests
|
|
(196
|
)
|
|
—
|
|
|
(196
|
)
|
|||
Net income attributable to Safehold Inc. common shareholders
|
|
$
|
11,740
|
|
|
$
|
13,082
|
|
|
$
|
24,822
|
|
|
|
|
|
|
|
|
||||||
Per common share data:
|
|
|
|
|
|
|
||||||
Net income attributable to Safehold Inc.
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
0.64
|
|
|
|
|
|
$
|
1.16
|
|
|
Weighted average number of common shares:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
18,218
|
|
|
3,133
|
|
|
21,351
|
|
(1)
|
Represents the Company’s historical consolidated statement of operations for the year ended December 31, 2018.
|
(2)
|
Represents the Company's approximate 55% pro rata share of earnings from equity method investments from the Venture that is the net effect of (i) straight-line operating lease income recognized from the in place ground lease, classified as an operating lease, in accordance with GAAP; and (ii) the amortization of above-market and in-place lease intangible assets over the 71 year remaining term of the lease.
|
(3)
|
Represents the Company's pro forma consolidated statement of operations assuming that the Company's acquisition of its interest in the Venture and the Venture's acquisition of the 425 Park Avenue Ground Lease occurred on January 1, 2018.
|
|
|
|
Safehold Inc.
|
|
|
|
|
Date:
|
February 3, 2020
|
By:
|
/s/ GARETT ROSENBLUM
|
|
|
|
Garett Rosenblum
Chief Accounting Officer
(principal financial officer)
|